0001144204-08-045819 Sample Contracts

Contract
Common Stock Purchase Warrant • August 12th, 2008 • Conversion Services International Inc • Services-computer programming, data processing, etc. • Delaware

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 12th, 2008 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York

This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 30, 2008, is entered into by and between Conversion Services International, Inc., a Delaware corporation (“CSI”), and Matthew J. Szulik, with an address at c/o TAG Virgin Islands, Inc., The Tunick Building, 1336 Beltjen Road, Suite 202, St. Thomas, USVI 00802 (the “Purchaser”).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • August 12th, 2008 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York

This AGREEMENT (this “Agreement”), dated as of March 26, 2008, 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 (“the Company”), 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 “Noteholders” as defined herein.

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