STOCK
      PURCHASE AGREEMENT

     

        This
      COMMON
      STOCK PURCHASE AGREEMENT (this “Agreement”),
      dated
      as of August 24, 2007, is entered into by and between Conversion Services
      International, Inc., a Delaware corporation (“CSI”),
      and
Stanley
      A. Star,
      with an
      address at c/o TAG
      Virgin Islands, Inc.,
      The
      Tunick Building,
      1336
      Beltjen Road, Suite 202, St. Thomas, USVI 00802 
      (the
“Purchaser”).

     

    RECITALS

     

        WHEREAS,
      the
      Purchaser desire to purchase and acquire, and CSI desires to issue and sell
      to
      the Purchaser, shares of common stock, par value $0.001 (the “Common
      Stock”)
      of CSI
      and issue warrants to purchase Common Stock in the form attached as Exhibit
      A
      hereto
      (the “Warrants”);
      and

     

        WHEREAS,
      the
      parties hereto desire to enter into this Agreement.

     

    AGREEMENT

     

        NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      in
      this Agreement and other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto agree as
      follows:

     

        1. Sale
      of Common Stock; Issuance of Warrants; Registration Rights.

     

            1.1  Sale
      and
      Issuance of Common Stock. Subject
      to the terms and conditions of this Agreement, at the Closing, CSI will sell
      and
      issue to the Purchaser, and the Purchaser will purchase from CSI, 550,000 shares
      of Common Stock (the “Shares”)
      at the
      purchase price of $0.21 per share for an aggregate purchase price of
$115,500.

     

            1.2  Issuance
      of Warrants. The Company shall issue to the Purchaser the Warrants to purchase,
      subject to applicable anti-dilution provisions, an aggregate of 550,000 shares
      of Common Stock at $0.22 per share until August 23, 2012, subject to the
      compliance with applicable securities laws.

     

            1.3 Registration
      Rights Agreement.
      As
      additional consideration for the Purchaser agreeing to purchase the Shares
      and
      acquire the Warrants, CSI will enter into the Registration
      Rights Agreement
      with the
      Purchaser in the form appended hereto as Exhibit
      B.

     

        2.  Closing.

     

            2.1  Closing
      Date. The purchase and sale of the Shares and the Warrants hereunder shall
      take
      place at a closing (the “Closing”),
      which
      shall be held at such time and place upon which CSI and the Purchaser shall
      agree.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

              2.2  Actions
        by CSI at the Closing. CSI shall deliver to the Purchaser a
        stock
        certificate or certificates for the Shares and the Warrants, registered in
        the
        name of Stanley A. Star and the executed Registration Rights Agreement.


    

     

            2.3 Actions
      by the Purchaser at the Closing. The Purchaser shall deliver to CSI the
$115,500
      purchase price for the Shares and the Warrants.

     

        3. Representations
      and Warranties of CSI.
      CSI
      hereby represents and warrants to the Purchaser that:

     

            3.1
 Organization;
      Good Standing; Qualification and Corporate Power.

     

                (a)
 CSI
      and
      each of its subsidiaries is a corporation duly organized, validly existing
      and
      in good standing under the laws of its jurisdiction of incorporation and has
      all
      requisite corporate power and authority to carry on its business as now
      conducted and as proposed to be conducted. CSI and each of its subsidiaries
      is
      duly qualified to transact business and is in good standing in each jurisdiction
      in which the failure so to qualify would have a material adverse effect on
      its
      business or properties. True and correct copies of CSI Certificate of
      Incorporation, as amended (the "Certificate
      of Incorporation")
      and
      Bylaws have been provided to the Purchaser or made available via the SEC EDGAR
      website.

     

                (b)
 CSI
      has
      all requisite legal and corporate power and authority to execute and deliver
      this Agreement, to issue the Shares and the Warrants and to carry out and
      perform its obligations under the terms of this Agreement and to consummate
      the
      transactions contemplated hereby and thereby. All necessary corporate action
      has
      been taken by CSI with respect to the execution, delivery and performance by
      CSI
      of this Agreement and the consummation of the transactions contemplated hereby
      and thereby. The Shares, when issued in
      accordance pursuant to the terms of the Agreement,
      will be
      legally issued, fully paid and non assessable and each Purchaser will own the
      Shares purchased by such Purchaser, free and clear of all liens and
      encumbrances. The Warrant, when issued in accordance with the terms of the
      Agreement, will constitute the legally binding obligation of CSI in accordance
      with its terms. 

     

            3.2
 Capitalization
      and Voting Rights. The authorized capital of the Company consists
      of:

     

                (a)
      Common Stock.
      200,000,000 shares of Common Stock, of which 72,149,557 shares are issued and
      outstanding as of the date hereof. The Common Stock is currently accepted for
      trading on the American Stock Exchange. 

     

                (b)
      Preferred Stock.
      20,000,000 shares of preferred stock (the "Preferred
      Stock"),
      of
      which, as of the date hereof, an aggregate of 39,000 shares are issued and
      outstanding, 19,000
      as
      Series A Convertible Preferred Stock
      and
      20,000 as Series B Convertible Preferred Stock. 

     

            3.3
 Subsidiaries;
      Interests of the Company. Except as set forth in the SEC Documents, as defined
      in Section
      3.5
      below,
      the Company does not currently own or control, directly or indirectly, any
      interest in any other partnership, limited liability company, corporation,
      joint
      stock company, trust, estate, joint venture, association or unincorporated
      organization, or any other form of business or professional entity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

            3.4
 Authorization.
      This Agreement and all other agreements executed and delivered by CSI in
      connection therewith, have been duly authorized, executed and delivered by
      CSI
      and constitute the legal, valid and binding obligations of CSI, enforceable
      in
      accordance with their respective terms, subject to (i) applicable bankruptcy,
      insolvency, reorganization and moratorium laws, (ii) other laws of general
      application affecting the enforcement of creditors' rights generally and general
      principles of equity, (iii) the discretion of the court before which any
      proceeding therefor may be brought, and (iv) as rights to indemnity may be
      limited by federal or state securities laws or by public policy.

     

            3.5 SEC
      Documents. CSI has filed all reports, schedules, forms, statements and other
      documents required to be filed by it with the Securities and Exchange Commission
      (the “Commission”)
      pursuant to the Securities Act of 1933 (the “Securities
      Act”)
      and
      the Securities Exchange Act of 1934 (the “Exchange
      Act”)
      (the
“SEC
      Documents”),
      and
      during the 12 calendar months prior to the date hereof all such SEC Documents
      have been filed in a timely manner. CSI is currently eligible to use Form S-3
      for stockholder registration statements under the Securities Act. The SEC
      Documents have complied in all material respects with the requirements of the
      Securities Act or the Exchange Act, as the case may be, and the rules and
      regulations of the Commission promulgated thereunder applicable to the SEC
      Documents, and none of the SEC Documents, at the time they were filed with
      the
      Commission, contained any untrue statement of a material fact or omitted to
      state a material fact required to be stated therein or necessary in order to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading. As of their respective dates, to the best of CSI’s
      knowledge during those respective dates, the financial statements of CSI
      included in the SEC Documents complied as to form in all material respects
      with
      applicable accounting requirements and the published rules and regulations
      of
      the Commission with respect thereto. Such financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States as in effect from time to time (“GAAP”),
      consistently applied, during the periods involved (except (a) as may be
      otherwise indicated in such financial statements or the notes thereto, or (b)
      in
      the case of unaudited interim statements, to the extent they may exclude
      footnotes or may be condensed or summary statements) and fairly present in
      all
      material respects the financial condition of CSI as of the respective dates
      thereof and the results of its operations and cash flows for the respective
      periods then ended (subject, in the case of unaudited statements, to normal
      year-end audit adjustments). Except as set forth in the SEC Documents, CSI
      has
      not received notification from the Commission, the American Stock Exchange
      and/or any federal or state securities bureaus that any investigation (informal
      or formal), inquiry or claim is pending, threatened or in process against CSI
      and/or relating to any of CSI’s securities. A comment letter was received from
      the Securities and Exchange Commission relating to the Company’s December 31,
      2006 filing on Form 10-K to which the Company is currently
      responding.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

            3.6
 Governmental
      Consents. No consent, approval, order, or authorization of, or registration,
      qualification, designation, declaration or filing with, any federal, state,
      local or provincial governmental authority on the part of CSI is required in
      connection with the consummation of the transactions contemplated by this
      Agreement. CSI and each of its subsidiaries has obtained all federal, state,
      local and foreign governmental licenses and permits material to and necessary
      in
      the conduct of its business, such licenses and permits are in full force and
      effect, no material violations are or have been recorded in respect of any
      such
      licenses or permits, and no proceeding is pending or threatened to revoke or
      limit any thereof. There are no consents or waivers necessary for the
      consummation of the transactions contemplated by this Agreement.

     

            3.7
 Litigation.
      Except as set forth in the SEC Documents, (i) there is no action, suit,
      proceeding, or investigation pending or currently threatened against CSI, and
      (ii) in CSI’s reasonable judgment, none of such disclosures are likely to
      question the validity of this Agreement, or the right of CSI to enter into
      such
      agreements, or to consummate the transactions contemplated hereby or thereby,
      or
      which might result, either individually or in the aggregate, in any material
      adverse change in the assets, condition, affairs, or property of CSI,
      financially or otherwise, or any change in the current equity ownership of
      CSI,
      including, without limitation, actions pending or to CSI’s knowledge threatened
      involving the prior employment of any of CSI’s employees, their use in
      connection with CSI’s business of any information or techniques allegedly
      proprietary to any of their former employers, or their obligations under any
      agreements with prior employers.

     

            3.8
 Compliance
      with Other Instruments. CSI is not in violation or default of any provisions
      of
      its Certificate of Incorporation or Bylaws or of any instrument, judgment,
      order, writ, decree, or contract to which it is a party or by which it is bound
      or, to its knowledge, of any provision of federal or state statute, rule or
      regulation, license, or permit applicable to CSI, the violation or default
      of
      which would have a material adverse effect on CSI. The execution, delivery,
      and
      performance of this Agreement and the consummation of the transactions
      contemplated hereby and thereby will not result in any such violation or be
      in
      conflict with or constitute, with or without the passage of time and giving
      of
      notice, either a default under any such provision, instrument, judgment, order,
      writ, decree, or material contract or an event which results in the creation
      of
      any lien, charge, or encumbrance upon any assets of CSI.

     

        4.  Representations
      and Warranties of the Purchaser.
      The
      Purchaser represents and warrants to CSI as follows:

     

            4.1  Review
      and Inspection. The Purchaser is relying on his own analysis regarding CSI’s
      operations, financial condition, assets, liabilities and other relevant matters
      as the Purchaser deemed necessary or desirable in order to evaluate the merits
      and risks of the prospective investment contemplated herein. The
      Purchaser acknowledges
      that he has not relied upon any information given to the Purchaser, or any
      statements made, by CSI or any officers or directors of CSI, except for the
      representations and warranties of CSI expressly made herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

            4.2  Purchaser
      Due Diligence. The Purchaser and his representatives are solely responsible
      for
      the Purchaser’s own “due diligence” investigation of CSI and its management and
      business and for the Purchaser’s analysis of the financial future and viability
      of CSI and desirability of the terms of this investment. The Purchaser
      acknowledges that neither CSI nor any officer or director of CSI is making
      any
      representation or warranty regarding any financial projections previously given
      to the Purchaser or the assumptions underlying such financial projections,
      as
      such financial projections are subject to significant business, economic and
      other uncertainties and contingencies. The Purchaser acknowledges that if CSI
      is
      not able to operate profitably or generate positive cash flows, CSI may have
      difficulty meeting its obligations and may not be able to continue to operate
      its business, and the Purchaser could lose all of his investment. The Purchaser
      has such knowledge and experience in financial and business matters that he
      is
      capable of evaluating the merits and risks of the purchase of the Shares
      pursuant to the terms of this Agreement and of protecting his interest in
      connection therewith.

     

            4.3  Accredited
      Investor Status.
      The
      Purchaser is an “Accredited Investor” as that term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act and the Purchaser is able
      to
      bear the economic risk of the purchase of the Shares pursuant to the terms
      of
      this Agreement, including a complete loss of his investment in the
      Shares.

     

            4.4  Authority
      for Agreement.
      The
      Purchaser has the full right, power and authority to enter into and perform
      his
      obligations under the Agreement, and the Agreement constitutes the valid and
      binding obligations of the Purchaser enforceable in accordance with its terms,
      subject to (i) applicable bankruptcy, insolvency, reorganization and moratorium
      laws, (ii) other laws of general application affecting the enforcement of
      creditors' rights generally and general principles of equity, (iii) the
      discretion of the court before which any proceeding therefor may be brought,
      and
      (iv) as rights to indemnity may be limited by federal or state securities laws
      or by public policy..

     

            4.5  Governmental
      Consents.
      To the
      Purchaser’s knowledge, no consent, approval or authorization of or designation,
      declaration or filing with any governmental authority on the part of the
      Purchaser is required in connection with the valid execution, delivery and
      performance of the Agreement.

     

            4.6  Taxes.
      The
      Purchaser has not relied on any statements or representations of CSI or any
      of
      its agents (other than the representations and warranties set forth herein)
      with
      respect to the federal, state, local and foreign tax consequences of this
      investment and the federal, state, local and foreign tax consequences of
      transactions contemplated by this Agreement. With respect to such matters,
      the
      Purchaser understands that he (and not CSI) shall be responsible for his own
      tax
      liability that may arise as a result of this investment or the transactions
      contemplated by this Agreement.

     

            4.7
 Restricted
      Securities.
      The
      Purchaser understands that the Shares and the Common Stock issuable upon
      exercise of the Warrants have not been registered under the Securities Act
      or
      the laws of any state and may not be sold or transferred, or otherwise disposed
      of, without registration under the Securities Act and applicable state
      securities laws, or pursuant to an exemption therefrom. In the absence of an
      effective registration statement or an exemption therefrom covering the Shares
      and the Common Stock issuable upon exercise of the Warrants, the Purchaser
      will
      sell or transfer, or otherwise dispose of, the Shares to be acquired by him
      only
      in a manner consistent with his representations and agreements set forth herein
      and any applicable federal and state securities laws.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
        4.8
 Legends.
      It is
      understood that the certificates evidencing the Shares may bear the following
      legend:

     

                (a)
      THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED,
      SOLD
      OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      WITH RESPECT TO THE SECURITIES EVIDENCED BY THIS CERTIFICATE, FILED AND MADE
      EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND SUCH APPLICABLE STATE SECURITIES
      LAWS OR, UNLESS REASONABLY REQUESTED BY THE COMPANY, THE COMPANY RECEIVES AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT
      REGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT
      REQUIRED.

     

                (b)
 Any
      legend required by the securities (“Blue Sky”) laws of any state.

    


    The
      legend referred to in clause (a) above shall be removed by CSI from any
      certificate at such time as the holder of the securities represented by the
      certificate delivers an opinion of counsel reasonably satisfactory to CSI to
      the
      effect that such legend is not required in order to establish compliance with
      any provisions of the Securities Act, or at such time as the holder of such
      shares satisfies the requirements of Rule 144(k) or such other substantially
      similar rule promulgated under the Securities Act then in effect under the
      Securities Act; provided, that CSI has received from the holder a written
      representation that (i) such holder is not an affiliate of CSI and has not
      been
      an affiliate during the preceding three months, (ii) such holder has
      beneficially owned the shares represented by the certificate for a period of
      at
      least two years (or the period of time then required by Rule 144(k) or such
      other substantially similar rule promulgated under the Securities Act then
      in
      effect), and (iii) such holder otherwise satisfies the requirements of Rule
      144(k) as then in effect with respect to such shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

        5.  Conditions
      to the Obligations of the Purchaser.
      The
      obligation of the Purchaser to purchase the Shares at the Closing is subject
      to
      the fulfillment, or the written waiver, of each of the following conditions
      on
      or before the Closing:

     

            5.1  Accuracy
      of Representations and Warranties. Each representation and warranty of CSI
      contained in Section
      3
      hereof
      shall be true on and as of the Closing Date with the same effect as though
      such
      representation and warranty had been made on and as of that date.

     

            5.2  Performance.
      CSI shall have performed and complied with all covenants, agreements and
      conditions contained in this Agreement and required to be performed or complied
      with by CSI prior to or at the Closing.

     

            5.3  Proceedings
      and Documents. All documents and instruments incident to the transactions
      contemplated at the Closing shall be reasonably satisfactory in substance and
      form to the Purchaser and his counsel.

     

            5.4
 Share
      Certificates and Warrants. The Purchaser shall have received a certificate
      or
      certificates representing such number of Shares of his investment and the
      Warrants registered in his name.

     

            5.6 Execution
      of Registration Rights Agreement. CSI shall have executed and delivered to
      the
      Registration Rights Agreement in the form appended hereto as Exhibit
      B.

     

        6.  Condition
      to the Obligations of CSI.
      The
      obligation of CSI to sell the Shares and deliver the Warrants at the Closing
      is
      subject to fulfillment, or the written waiver, of each of the following
      conditions on or before the Closing:

     

            6.1  Accuracy
      of Representations and Warranties. Each representation and warranty of the
      Purchaser contained in Section
      4
      hereof
      shall be true on and as of the Closing Date with the same effect as though
      such
      representation and warranty had been made on and as of that date.

     

            6.2  Performance.
      All covenants, agreements and conditions contained in this Agreement and
      required to be performed by the Purchaser on or prior to the Closing Date shall
      have been performed or complied within all material respects.

     

        7.
       Covenants
      of CSI.
      In
      addition to the covenants set forth in CSI's Certificate of Incorporation,
      CSI
      agrees that, so long as the Purchaser and/or an affiliate thereof beneficially
      owns any Shares and/or a Warrant remains outstanding:

     

            7.1
 Maintenance
      of Existence. CSI shall at all times (a) preserve, renew and keep in full force
      and effect its legal existence and rights and franchises with respect thereto;
      and (b) maintain in full force and effect all permits, licenses, trademarks,
      trade names, approvals, authorizations, leases and contracts necessary to carry
      on the business as presently or proposed to be conducted.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

            7.2 Payment
      of Obligations. CSI shall pay and discharge at or before maturity, all of its
      material obligations and liabilities, including, without limitation, tax
      liabilities, except where the same may be contested in good faith by appropriate
      proceedings or as waived, forgiven or modified by the creditor, and will
      maintain, in accordance with generally accepted accounting principles as they
      then exist, appropriate reserves for the accrual of any of the
      same.

     

            7.3 Reservation
      of Shares. CSI shall at all times duly reserve for issuance the shares of Common
      Stock issuable upon exercise of the Warrants. 

     

        8.
       Indemnity.
      CSI
      shall, with respect to the representations, warranties, covenants and agreements
      made by it herein indemnify, defend and hold the Purchaser and his employees,
      partners, agents, counsel and affiliates (each, an “Indemnified
      Party”)
      harmless from and against all liability, loss or damage, together with all
      reasonable costs and expenses related thereto (including legal and accounting
      fees and expenses), arising from the untruth, inaccuracy or breach of any such
      representations, warranties, covenants or agreements of CSI contained in this
      Agreement or the assertion of any claims relating to the foregoing. Without
      limiting the generality of the foregoing, each Indemnified Party shall be deemed
      to have suffered liability, loss or damage as a result of the untruth,
      inaccuracy or breach of any such representations, warranties, covenants or
      agreements if such liability, loss or damage shall be suffered by the
      Indemnified Party as a result of, or in connection with, such untruth,
      inaccuracy or breach or any facts or circumstances constituting such untruth,
      inaccuracy or breach. CSI shall indemnify and hold harmless each Indemnified
      Party against any losses, claims, damages or liabilities, joint or several,
      to
      which any of the foregoing persons may become subject, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out of
      or
      are based upon any violations by CSI of the Securities Act or state Blue Sky
      laws applicable to CSI relating to action or inaction required of CSI in
      connection with the Securities Act or registration or qualification under such
      state Blue Sky laws; and shall reimburse each such Indemnified Party for any
      legal or any other expenses reasonably incurred by any of them in connection
      with investigating or defending any such loss, claim, damage, liability or
      action; provided,
      however,
      that no
      indemnification shall be required hereunder for the gross negligence or willful
      misconduct of any Indemnified Party or material breach by a Purchaser of any
      of
      the representations and warrants set forth in Section
      4
      hereof.
      In case any such action is brought against an Indemnified Party, CSI will be
      entitled to participate in and assume the defense thereof with counsel
      reasonably satisfactory to such Indemnified Party, and after notice from CSI
      to
      such Indemnified Party of its election to assume the defense thereof, CSI shall
      be responsible for any legal or other expenses subsequently incurred by the
      latter in connection with the defense thereof, provided that if any Indemnified
      Party shall have reasonably concluded that there may be one or more legal
      defenses available to such Indemnified Party that conflict in any material
      respect with those available to CSI, or that such claims or litigation involves
      or could have an effect upon matters beyond the scope of the indemnity provided
      by this Section
      8,
      CSI
      shall reimburse such Indemnified Party and shall not have the right to assume
      the defense of such action on behalf of such Indemnified party and CSI shall
      reimburse each such Indemnified Party and any individual, partnership, limited
      liability company, corporation, joint stock company, trust, estate, joint
      venture, association or unincorporated organization, or any other form of
      business or professional entity (“Person”) controlling such Indemnified Party
      for that portion of the reasonable fees and expenses of any counsel retained
      by
      the Indemnified Party. CSI shall not make any settlement of any claims
      indemnified against hereunder without the written consent of the Indemnified
      Party or Parties, which consent shall not be unreasonably withheld. Any claim
      for indemnification under this Section
      8
      with
      respect to representations and warranties must be made not later than the end
      of
      the 12-month survival period set forth in Section
      9.2.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

        9.  Miscellaneous.

     

            9.1  Assignment.
      This Agreement and all of the provisions hereof will be binding upon and inure
      to the benefit of the parties hereto and their respective successors and
      permitted assigns. Except as provided in Section
      8,
      neither
      this Agreement nor any of the rights, interests or obligations hereunder may
      be
      assigned by any party without prior written consent of the other
      party.

     

            9.2  Survival
      of Representations and Warranties. The warranties, representations and covenants
      of CSI and the Purchaser contained in or made pursuant to this Agreement shall
      survive the execution and delivery of this Agreement and the Closing for a
      period of 12 months and shall in no way be affected by any investigation of
      the
      subject matter thereof made by or on behalf of the Purchaser or
      CSI..

     

            9.3  Notices.
      Unless otherwise provided, any notice required or permitted under this Agreement
      shall be given in writing and shall be deemed effectively given (i) upon
      personal delivery to the party to be notified, (ii) four days after deposit
      with
      the United States Post Office, by registered or certified mail, postage prepaid,
      or (iii) one day after deposit with a reputable overnight courier service and
      addressed to the party to be notified:

     

    If
      to
      CSI:

    


    Conversion
      Services International, Inc.

    100
      Eagle
      Rock Avenue

    East
      Hanover, NJ 07936

    Attn: Scott
      Newman, President and Chief Executive Officer

    


    If
      to the
      Purchaser:

    


    Stanley
      A. Star

    c/o
      TAG
      Virgin Islands, Inc.

    The
      Tunick Building

    1336
      Beltjen Road, Suite 202

    St.
      Thomas, VI 00802

    Attn: James
      Tagliaferri, President 

    


    With
      a
      copy to:

    


    Barry
      Feiner, Esq.

    170
      Harrison Avenue

    Harrison,
      New York 10528

    .

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

            9.4  Brokers.
      The Purchaser, on the one hand, and CSI, on the other hand (a) represents
      and warrants to the other party that he/it has not retained any finders or
      brokers in connection with the transactions contemplated by this Agreement,
      and
      (b) will indemnify and save the other party harmless from and against any
      and all claims, liabilities or obligations with respect to brokerage or finders’
fees or commissions, or consulting fees in connection with the transactions
      contemplated by this Agreement asserted by any Person on the basis of any
      statement or representation alleged to have been made by him/it.

     

            9.5  Expenses.
      CSI and the Purchaser shall bear their own expenses incurred with respect to
      this Agreement and the transactions contemplated hereby except that CSI shall
      pay the reasonable fees and expenses incurred by the Purchaser for the legal
      services rendered to him with respect to this Agreement and the transactions
      contemplated hereby. 

     

            9.6  Entire
      Agreement. This Agreement and the other documents delivered pursuant to the
      Agreement at the Closing embody the entire agreement and understanding between
      the parties hereto with respect to the subject matter hereof and supersede
      all
      prior agreements and understandings relating to such subject
      matter.

     

            9.7  Amendments
      and Waivers. Any term of this Agreement may be amended and the observance of
      any
      term of this Agreement may be waived (either generally or in a particular
      instance and either retroactively or prospectively) only with the written
      consent of CSI and the Purchaser. No waivers of or exceptions to any term,
      condition or provision of this Agreement, in any one or more instances, shall
      be
      deemed to be, or construed as, a further or continuing waiver of any such term,
      condition or provision.

     

            9.8  Counterparts.
      This Agreement may be executed in one or more counterparts, each of which shall
      be deemed to be an original, but all of which shall be one and the same
      document.

     

            9.9  Section
      Headings. The Section headings are for the convenience of the parties and in
      no
      way alter, modify, amend, limit, or restrict the contractual obligations of
      the
      parties.

     

            9.10  Severability.
      Any part, provision, representation or warranty of this Agreement that is
      prohibited or that is held to be void or unenforceable shall be ineffective
      solely to the extent of such prohibition or unenforceability without
      invalidating the remaining provisions hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

            9.11  Governing
      Law. This Agreement shall be governed by and construed in accordance with the
      laws of the State of Delaware (without regard to its conflict of laws
      principles). The parties hereto irrevocably consent to the exclusive personal
      jurisdiction of the federal and state courts located in the New York County,
      New
      York, as applicable, for any matter arising out of or relating to this
      Agreement. 

     

        IN
      WITNESS
      WHEREOF, the parties have executed this Agreement as of the date first above
      written.

     

    
      	 	 	 
	 	CONVERSION
              SERVICES INTERNATIONAL, INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Scott Newman
	 	
              
Name: Scott
              Newman
	 	Title: President
              and Chief Executive Officer


      	 	 	 
	 	
              TAG
                VIRGIN ISLANDS, INC.,

              as
                agent for Stanley A. Star

            
	 
 	 
 	 
 
	 	By:  	/s/
              James Tagliaferri
	 	
              
Name: James
              Tagliaferri
	 	Title: President