Unassociated Document


    STOCK
      PURCHASE AGREEMENT

     

    This
      COMMON STOCK PURCHASE AGREEMENT (this “Agreement”),
      dated
      as of December 29, 2006, is entered into by and between Conversion Services
      International, Inc., a Delaware corporation (“CSI”),
      and
      Taurus Advisory Group, LLC, a Delaware limited liability company as agent (the
      “Agent”) for the individuals or entities listed on Exhibit
      A
      hereto
      (collectively, the “Purchasers”).

     

    RECITALS

     

    WHEREAS,
      the Purchasers desire to purchase and acquire, and CSI desires to issue and
      sell
      to the Purchasers, shares of common stock, par value $.001 (the “Common
      Stock”)
      of CSI
      and issue warrants to purchase Common Stock in the form attached as Exhibit
      B
      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 and Issuance of Warrants.

     

    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 Purchasers, and the Purchasers will purchase from CSI, an aggregate
      of 3,000,000 shares of Common Stock (the “Shares”)
      at the
      purchase price of $0.25 per share for an aggregate purchase price of
$750,000,
      as set forth on Exhibit
      A.

     

    1.2 Issuance
      of Warrants.
      The
      Company shall issue to the Purchasers the Warrants to purchase, subject to
      applicable anti-dilution provisions, an aggregate of 1,500,000 shares of Common
      Stock at $0.30 per share until December 28, 2011, as set forth on Exhibit
      A,
      subject
      to the compliance with applicable securities laws.

     

    1.3 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
      each Purchaser in the form appended hereto as Exhibit
      C.

     


    
      
         

      

      
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    2. Closing.

     

    2.1 Closing
      Date.
      The
      purchase and sale of the Shares and the Warrant 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 the Purchasers a
      stock
      certificate or certificates for the Shares and the Warrants as instructed by
      the
      Agent, registered in the name of “Hare & Co.” and the executed Registration
      Rights Agreement. 

     

    2.3 Actions
      by the Purchasers at the Closing.
      The
      Purchasers shall deliver to CSI the $750,000
      purchase price for the Shares and the Warrants.

     

    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 Warrant 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:


    
      
         

      

      
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    (a)
      Common Stock. 100,000,000 shares of Common Stock, of which 53,480,153 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.


    
      
         

      

      
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    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
      except as disclosed in the SEC Documents, 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-1 for stockholder registration statements
      under the Securities Act and also should be eligible to use a Registration
      Statement on Form S-3 after April 20, 2007 if it timely files all SEC Documents
      it is required to file from the date hereof through April 20, 2007. CSI
      covenants to the Agent and each Purchaser that it will use its best efforts
      to
      effect such filings in a timely manner.. 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. 

    


    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, severally but not jointly, represents and warrants to CSI for himself
      but not for any other Purchaser 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.
      Each
      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.

     


    
      
         

      

      
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    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 their 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 each
      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,
      the terms and conditions set forth in the ancillary agreements 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.


    
      
         

      

      
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    (b)
       Any
      legend required by the 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 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:

     

    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 Purchasers
      and their counsel.

     

    5.4
       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 the names
      designated for him by the Agent.

     

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


    
      
         

      

      
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    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 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.

     

    6.2 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 within all material respects.

     

    7.
       Covenants
      of CSI.
      CSI
      agrees that, so long as any Shares are beneficially owned by a Purchaser and/or
      an affiliate thereof 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. 


    
      
         

      

      
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    8.
       Indemnity.
      CSI
      shall, with respect to the representations, warranties, covenants and agreements
      made by it herein indemnify, defend and hold each Purchaser and the Agent (and
      their 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 securities
      or "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 securities or 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 period from the date of the Closing.

    


     

    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.

     


    
      
         

      

      
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    9.2 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. 

     

    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 a
      Purchaser and/or the Agent:

    


    Taurus
      Advisory Group, LLC

    c/o
      TAG
      Virgin Islands, Inc.

    One
      Hibiscus Alley

    St.
      Thomas, VI 00802

    Attn: James
      Tagliaferri, Managing Director 

    


    With
      a
      copy to:

    


    Barry
      Feiner, Esq.

    170
      Harrison Avenue

    Harrison,
      New York 10528

    .

     

    9.4 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.

     


    
      
         

      

      
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    9.5 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 and the Agent 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, the Agent
      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.

     

    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 County and state of New York, as
      applicable, for any matter arising out of or relating to this
      Agreement. 

     

    


     

    [signature
      page follows]

     


    
      
         

      

      
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    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

            
	 	 	 
	 	 	 
	 	 	 
	 	
              TAURUS
                ADVISORY GROUP, LLC,

            
	 	
              as
                Agent for the Purchasers set forth on Exhibit A hereto

            
	 	 	 
	 	 	 
	 	
              By:
                

            	
               /s/
                James Tagliaferri

            
	
               

            	
               

            	
              Name:  
                James Tagliaferri

            
	
               

            	 	
              Title:    
                Managing Director

            


    

    


    


    


    



    
      
         

      

      
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    EXHIBIT
      A

    


     

    List
      of Purchasers