STOCK
      PURCHASE AGREEMENT

     

    This
      COMMON STOCK PURCHASE AGREEMENT (this “Agreement”),
      dated
      as of October 19, 2007, is entered into by and between Conversion Services
      International, Inc., a Delaware corporation with an address at 100 Eagle Rock
      Avenue, East Hanover, NJ 07936 (“CSI”),
      and
TAG
      Virgin Islands, Inc.,
      with an
      address at The
      Tunick Building,
      1336
      Beltjen Road, Suite 202, St. Thomas, USVI 00802 as agent (the “Agent”) for the
      purchasers listed on the Schedule
      of Purchasers
      appended
      hereto as Schedule
      I,
      which
      may be amended from time to time to add additional purchasers 
      (collectively, the “Purchasers”).

     

    RECITALS

     

    WHEREAS,
      the Purchasers desire to purchase and acquire, and CSI desires to issue and
      sell
      to the Purchasers, at each respective Closing, as defined in Section
      2
      below,
      in accordance with the terms hereof shares of common stock, par value $0.001
      (the “Common
      Stock”)
      of CSI
      and warrants to purchase Common Stock in the form attached as Exhibit
      A
      hereto
      (the “A Warrants”)
      and/or, as provided herein, in the form attached as Exhibit
      B
      hereto
      (the “B
      Warrants,”
      collectively with the A Warrants the “Warrants”
and
      the
      Common Stock, and the Warrants collectively, the “Securities”) as
      set
      forth on the
      Schedule of Purchasers;
      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. Purchase
      and Sale of Common Stock; Issuance of Warrants; Registration Rights; Termination
      of Agreement.

     

    1.1  Purchase,
      Sale and Issuance of Common Stock. Subject
      to the terms and conditions of this Agreement, the Purchasers will purchase
      from
      CSI (each a “Purchase”)
      and
      CSI will sell to the Purchasers, from time to time, shares (the “Shares”)
      of the
      Securities. The period during which the Purchases will be effected will commence
      on the date hereof and terminate on the earlier of December 28, 2007 or the
      date
      on which a Purchase is Closed, as provided in Section
      2
      below,
      for such number of Shares as the aggregate purchase price (the “Purchase
      Price”)
      thereof for all Securities purchased by the Purchasers pursuant to the terms
      hereof, shall then equal no less than $4,300,000 nor more than $5,000,000.
      Notwithstanding the preceding, the Purchasers, Agent and CSI agree that there
      shall be no minimum amount necessary for the first or any subsequent Closing.
      The Purchase Price shall be determined in accordance with the terms of
Section
      1.2
      below.
      The Agent shall determine, by notice to CSI (the “Purchase
      Notice”),
      when
      each Purchase shall be made and when the Closing for such Purchase shall be
      effected. At each Closing, the Purchasers, as provided in the
      Schedule of Purchasers,
      will
      purchase from CSI and CSI will sell and issue to such Purchasers, the number
      of
      Shares and Warrants for the Purchase Price set forth in the Purchase Notice
      for
      such Closing. The
      Schedule of Purchasers
      for each
      respective Closing shall be amended to reflect each of the Purchases.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.2  Definition
      of Purchase Price. For the purpose of this Agreement, “Purchase Price” for each
      respective Closing shall mean the higher of $0.10 per share or the per share
      closing price of the Common Stock as listed on AMEX on the day that the Purchase
      is effected for the Securities to be issued on such Closing. The closing price
      for each such day shall be the last reported sales price regular way or, in
      case
      no such reported sale takes place on such day, the closing bid price regular
      way, in either case on AMEX or, if not then traded on AMEX, on the principal
      national securities exchange on which the Common Stock is listed or admitted
      to
      trading or, if the Common Stock is not listed or admitted to trading on any
      national securities exchange, the highest reported bid price as furnished by
      the
      Financial Industry Regulation Authority
      through
      NASDAQ or similar organization if NASDAQ is no longer reporting such
      information, or by the Pink Sheets, LLC or similar organization if the Common
      Stock is not then quoted on an inter-dealer quotation system. If on any such
      date the Common Stock is not quoted by any such organization, the fair value
      of
      the Common Stock on such date, as determined in good faith by CSI's Board of
      Directors, shall be used. 

     

    1.3 Issuance
      of A Warrants. At each Closing, subject to the provisions of Section
      1.4
      below,
      CSI shall issue to each Purchaser purchasing Shares at the Closing, A Warrants
      to purchase such number of shares of Common Stock as shall equal the number
      of
      Shares purchased by such Purchaser at such Closing. The A Warrants shall include
      a cashless exercise option and shall be exercisable commencing immediately
      for a
      period of five years after the date of such Closing at a per share price,
      subject to applicable anti-dilution provisions, equal to 10% above the Purchase
      Price of the Shares purchased by the Purchaser at such Closing (the “Warrant
      Exercise Price”). 

     

    1.4  Issuance
      of B Warrants. CSI will not issue any A Warrants to the Purchasers for which
      it
      will not have a sufficient number of shares of Common Stock authorized and
      reserved for issuance to permit it to deliver the shares of Common Stock
      issuable upon the exercise of such A Warrants. In the event that when a Purchase
      is made CSI will
      not
      have a sufficient number of shares of Common Stock authorized and reserved
      to
      permit it to deliver the shares of Common Stock issuable upon the exercise
      of
      all of the A Warrants
      so
      purchased at the Closing for such Purchase, CSI will deliver to the Purchasers
      instead of A Warrants in accordance with Section
      1.3
      above,
      such number of B Warrants as shall equal the number of A Warrants that CSI
      is
      unable to issue to the Purchasers. CSI will immediately thereafter use its
      best
      efforts to increase its authorized shares of Common Stock (the “Authorization
      Increase”)
      to a
      number that will permit it to deliver the shares issuable upon the exercise
      of
      the B Warrants so purchased. The B Warrants shall be exercisable to purchase
      1.5
      times the number of shares of Common Stock that the undelivered A Warrants
      would
      have been exercisable for. They shall include a cashless exercise option and
      be
      exercisable for a period of five years after the date of the respective Closing
      at the Warrant Exercise Price commencing upon the effective date of the
      Authorization Increase and shall not have a cash settlement. 

     

    
      
        
        

      

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

     

    1.6 Termination
      of Agreement. Anything to the contrary notwithstanding, the Agent may terminate
      this Agreement at any time upon notice to CSI in the event that the Common
      Stock
      shall no longer be listed for trading on the American Stock Exchange
      (“AMEX”).

     

    1.7 Notwithstanding
      Section
      1.6
      above,
      any Securities subscribed to by the Purchasers prior to the delisting of the
      Common Stock for trading on AMEX shall be non-revocable.

     

    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 Agent shall
      agree.

     

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


     

    2.3 Actions
      by the Purchasers at the Closing. Each Purchaser shall deliver to CSI the
Purchase
      Price for the Shares and the Warrants purchased at the Closing by such
      Purchaser.

     

    3. Representations
      and Warranties of CSI.
      CSI
      hereby represents and warrants to the Agent and the Purchasers
      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 Purchasers 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. 

    


    
      
        
        

      

      
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    3.2
       Capitalization
      and Voting Rights. CSI’s authorized capital consists of:

    


    (a)
      Common Stock. 200,000,000 shares of Common Stock, of which 76,777,792 shares
      were issued and outstanding as of September 30, 2007. 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 CSI. Except as set forth in the SEC Documents, as defined in
Section
      3.5
      below,
      CSI 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. 

    


    
      
        
        

      

      
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    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.

    


    
      
        
        

      

      
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    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 Purchasers.
      Each
      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..

     

    
      
        
        

      

      
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    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 and the Warrants 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.

    


    
      
        
        

      

      
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    (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 and paid for 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.

    


    4.9 No
      Short
      Sales. The Purchasers and their affiliates have not engaged in short sales
      of
      the Common Stock (as defined in applicable SEC and NASD rules) prior to the
      date
      hereof and will not engage in short sales of the Common Stock prior to the
      registration of the Shares.

    


    5.  Representations
      and warranties of the Agent.
      The
      Agent represents and warrants to CSI that it is authorized to act on behalf
      of
      the Purchasers with respect to the transactions referred to in this
      Agreement.

     

    6.  Conditions
      to the Obligations of the Purchasers.
      The
      obligation of the Purchasers 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:

     

    6.1  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.

     

    6.2  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.

     

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

     

    
      
        
        

      

      
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    6.4
       Share
      Certificates and Warrants. Each Purchaser shall have received a certificate
      or
      certificates representing such number of Shares of his investment and the
      Warrants registered in his name as set forth on the
      Schedule of Purchasers.

     

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

    


     

    7.  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:

     

    7.1  Accuracy
      of Representations and Warranties. Each representation and warranty of the
      Purchasers 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.

     

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

     

    8.
       Covenants
      of CSI.
      In
      addition to any covenants set forth in CSI's Certificate of Incorporation,
      CSI
      agrees that, so long as any Purchaser and/or an affiliate thereof beneficially
      owns any Shares and/or a Warrant remains outstanding:

    


    8.1
       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 patents, copyrights, permits,
      licenses, trademarks, trade names, approvals, authorizations, leases and
      contracts necessary to carry on the business as currently or proposed to be
      conducted.

    


    8.2 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.

    


    8.3 Reservation
      of Shares. CSI shall at all times duly reserve for issuance the shares of Common
      Stock issuable upon exercise of the A Warrants and, after the Authorization
      Increase is effected, the B Warrants. 

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    9.
       Indemnity.
      CSI
      shall, with respect to the representations, warranties, covenants and agreements
      made by it herein indemnify, defend and hold each 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
      9,
      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
      9
      with
      respect to representations and warranties must be made not later than the end
      of
      the 12-month survival period set forth in Section
      10.2.

    


     

    10.  Miscellaneous.

     

    10.1  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
      9,
      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.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    10.2  Survival
      of Representations and Warranties. The warranties, representations and covenants
      of CSI and the Purchasers 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 Purchasers or
      CSI.

     

    10.3  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

    


    With
      a
      Copy to:

    


    Ellenoff
      Grossman & Schole LLP

    370
      Lexington Avenue

    New
      York,
      NY 10019

    Attn:
      David Selengut, Esq.

    


    If
      to the
      Purchasers:

    


    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

    .

     

    10.4  Brokers.
      Each 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.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    10.5  Expenses.
      CSI and the Purchasers 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 Purchasers for the legal
      services rendered to them with respect to this Agreement and the transactions
      contemplated hereby. 

     

    10.6  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.

     

    10.7  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 Purchasers. 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.

     

    10.8  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.

     

    10.9  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.

     

    10.10  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.

     

    10.11  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. 

     

    (signature
      page to follow)

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    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 the Purchasers

    


    


    By:
      /s/
      James Tagliaferri

    Name: James
      Tagliaferri

    Title: President

    



    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

    


    SCHEDULE
      OF PURCHASERS

    AS
      OF

    OCTOBER
      19,2007

    


    Common
      Stock Purchased at $0.20 per Share

    A
      Warrants Exercisable at $0.22 per Share

    


      
        	 	 	
                Amount

              	
                 

              	
                Number
                  of

              	
                 

              	
                Number
                  of

              	
                 

              
	
                Name
                  of Purchaser

              	
                 

              	
                Invested

              	
                 

              	
                Shares

              	
                 

              	
                A
                  Warrants

              	 
	
                Bernice
                  Goldin IRA

              	 	
                $

              	
                40,000.00

              	 	 	
                200,000

              	 	 	
                200,000

              	 
	
                Edward
                  J. Hartnett

              	 	 	
                20,000.00

              	 	 	
                100,000

              	 	 	
                100,000

              	 
	
                Joanne
                  Wolff

              	 	 	
                40,000.00

              	 	 	
                200,000

              	 	 	
                200,000

              	 
	
                Judith
                  Trop

              	 	 	
                24,000.00

              	 	 	
                120,000

              	 	 	
                120,000

              	 
	
                Kerry
                  Kuhn IRA

              	 	 	
                24,000.00

              	 	 	
                120,000

              	 	 	
                120,000

              	 
	
                Laura
                  M Fuchs Revocable Trust

              	 	 	
                24,000.00

              	 	 	
                120,000

              	 	 	
                120,000

              	 
	
                Non-Marital
                  Trust FBO

              	 	 	 	 	 	 	 	 	 	 
	
                Barbara
                  Smith

              	 	 	
                32,000.00

              	 	 	
                160,000

              	 	 	
                160,000

              	 
	
                Patricia
                  Lyon Deutch Rev Tr

              	 	 	
                37,000.00

              	 	 	
                185,000

              	 	 	
                185,000

              	 
	
                Paul
                  Goldin Marital Trust B

              	 	 	
                40,000.00

              	 	 	
                200,000

              	 	 	
                200,000

              	 
	
                R
                  Kertes C/F Steven David Kertes

              	 	 	
                4,000.00

              	 	 	
                20,000

              	 	 	
                20,000

              	 
	
                R
                  Kertes C/F Jaime E Kertes

              	 	 	
                4,000.00

              	 	 	
                20,000

              	 	 	
                20,000

              	 
	
                Scott
                  M. Fuchs IRA Rollover

              	 	 	
                24,000.00

              	 	 	
                120,000

              	 	 	
                120,000

              	 
	
                Temkin
                  Living Trust

              	 	 	
                32,000.00

              	 	 	
                160,000

              	 	 	
                160,000

              	 
	
                Theodora
                  Goldberg

              	 	 	
                30,000.00

              	 	 	
                150,000

              	 	 	
                150,000

              	 
	
                Total

              	 	
                $

              	
                375,000.00

              	 	 	
                1,875,000

              	 	 	
                1,875,000

              	 


      

    

     

     

     

    
      
        
        

      

      
        14