AMENDED
      AND RESTATED REGISTRATION RIGHTS AGREEMENT 

     

    This
      Amended and Restated Registration Rights Agreement (this "Agreement") is made
      and entered into as of March 1, 2007, by and between Conversion Services
      International, Inc., a Delaware corporation (the "Company"), and Laurus Master
      Fund, Ltd. (the "Purchaser").

     

    This
      Agreement is made pursuant to the Security Agreement, dated as of February
      1,
      2006, by and between the Purchaser and the Company (as amended, modified or
      supplemented from time to time, the “Security Agreement”), and pursuant to the
      Options referred to therein.

     

    The
      Company and the Purchaser hereby agree as follows: 

     

    1.    Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Security Agreement shall have the meanings given such terms in the Security
      Agreement. As used in this Agreement, the following terms shall have the
      following meanings:

     

    "Commission"
      means
      the Securities and Exchange Commission.

     

    "Common
      Stock"
      means
      shares of the Company's common stock, par value $0.001 per share.

     

    "Effectiveness
      Date"
      means
      (i) with respect to the initial Registration Statement required to be filed
      hereunder, a date no later than October 31, 2007 and (ii) with respect to each
      additional Registration Statement required to be filed hereunder, a date no
      later than forty five (45) days following the applicable Filing
      Date.

     

    "Effectiveness
      Period"
      shall
      have the meaning set forth in Section 2(a).

     

    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended, and any successor
      statute.

     

    "Filing
      Date"
      means,
      (i) with respect to the initial Registration Statement required to be filed
      hereunder, a date no later than ninety (90) days following the date hereof
      and
      (ii) with respect to shares of Common Stock issuable to the Holder as a result
      of adjustments to the Exercise Price made pursuant to the Warrants or Options
      or
      otherwise, thirty (30) days after the occurrence such event or the date of
      the
      adjustment of the Exercise Price, as the case may be. 

     

    "Holder"
      or
      "Holders"
      means
      the Purchaser or any of its affiliates or transferees to the extent any of
      them
      hold Registrable Securities.

     

    "Indemnified
      Party"
      shall
      have the meaning set forth in Section 5(c).

     

    "Indemnifying
      Party"
      shall
      have the meaning set forth in Section 5(c).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Options"
      means,
      collectively, the Options issued pursuant to the Security Agreement, together
      with each other Common Stock option issued by the Company to the Holder on
      or
      prior to the date hereof to the extent such Common Stock option is exercisable
      into shares of Common Stock and such shares of Common Stock are not otherwise
      subject to an effective Registration Statement.

     

    "Proceeding"
      means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened. 

     

    "Prospectus"
      means
      the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus. 

     

    "Registrable
      Securities"
      means
      the shares of Common Stock issued upon the exercise of the Warrants and Options.
      

     

    "Registration
      Statement"
      means
      each registration statement required to be filed hereunder, including the
      Prospectus, amendments and supplements to such registration statement or
      Prospectus, including pre- and post-effective amendments, all exhibits thereto,
      and all material incorporated by reference or deemed to be incorporated by
      reference in such registration statement.

     

    "Rule
      144"
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    "Rule
      415"
      means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    "Rule
      424"
      means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Securities
      Act"
      means
      the Securities Act of 1933, as amended, and any successor statute.

     

    "Security
      Agreement"
      shall
      have the meaning provided above.

     

    "Trading
      Market"
      means
      any of the NASD OTCBB, NASDAQ Capital Market, the Nasdaq National Market, the
      American Stock Exchange or the New York Stock Exchange. 

     

    "Warrants"
      means,
      collectively, each Common Stock purchase warrant issued by the Company to the
      Holder on or prior to the date hereof to the extent such Common Stock purchase
      warrant is exercisable into shares of Common Stock and such shares of Common
      Stock are not otherwise subject to an effective Registration Statement, and
      that
      certain Common Stock Warrant issued to the Purchaser on the date hereof.


     

    2.    Registration.

     

    (a)    On
      or
      prior to the Filing Date the Company shall prepare and file with the Commission
      a Registration Statement covering the Registrable Securities for an offering
      to
      be made on a continuous basis pursuant to Rule 415. The Registration Statement
      shall be on Form S-3 (except if the Company is not then eligible to register
      for
      resale the Registrable Securities on Form S-3, in which case such registration
      shall be on another appropriate form in accordance herewith). The Company shall
      cause the Registration Statement to become effective and remain effective as
      provided herein. The Company shall use its best efforts to cause the
      Registration Statement to be declared effective under the Securities Act as
      promptly as possible after the filing thereof, but in any event no later than
      the Effectiveness Date. The Company shall use its best efforts to keep the
      Registration Statement continuously effective under the Securities Act until
      the
      date which is the earlier date of when (i) all Registrable Securities have
      been
      sold or (ii) all Registrable Securities may be sold immediately without
      registration under the Securities Act and without volume restrictions pursuant
      to Rule 144(k), as determined by the counsel to the Company pursuant to a
      written opinion letter to such effect, addressed and acceptable to the Company's
      transfer agent and the affected Holders (the "Effectiveness
      Period").

     

    (b)    Within
      three business days of the Effectiveness Date, the Company shall cause its
      counsel to issue a blanket opinion in the form attached hereto as Exhibit A,
      to
      the transfer agent stating that the shares are subject to an effective
      registration statement and can be reissued free of restrictive legend upon
      notice of a sale by the Purchaser and confirmation by the Purchaser that it
      has
      complied with the prospectus delivery requirements, provided that the Company
      has not advised the transfer agent orally or in writing that the opinion has
      been withdrawn. Copies of the blanket opinion required by this Section 2(b)
      shall be delivered to Laurus within the time frame set forth above.


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.    Registration
      Procedures.
      If and
      whenever the Company is required by the provisions hereof to effect the
      registration of any Registrable Securities under the Securities Act, the Company
      will, as expeditiously as possible: 

     

    (a)    prepare
      and file with the Commission the Registration Statement with respect to such
      Registrable Securities, respond as promptly as possible to any comments received
      from the Commission, and use its best efforts to cause the Registration
      Statement to become and remain effective for the Effectiveness Period with
      respect thereto, and promptly provide to the Purchaser copies of all filings
      and
      Commission letters of comment relating thereto;

     

    (b)    prepare
      and file with the Commission such amendments and supplements to the Registration
      Statement and the Prospectus used in connection therewith as may be necessary
      to
      comply with the provisions of the Securities Act with respect to the disposition
      of all Registrable Securities covered by the Registration Statement and to
      keep
      such Registration Statement effective until the expiration of the Effectiveness
      Period;

     

    (c)    furnish
      to the Purchaser such number of copies of the Registration Statement and the
      Prospectus included therein (including each preliminary Prospectus) as the
      Purchaser reasonably may request to facilitate the public sale or disposition
      of
      the Registrable Securities covered by the Registration Statement;

     

    (d)    use
      its
      commercially reasonable efforts to register or qualify the Purchaser's
      Registrable Securities covered by the Registration Statement under the
      securities or "blue sky" laws of such jurisdictions within the United States
      as
      the Purchaser may reasonably request, provided, however, that the Company shall
      not for any such purpose be required to qualify generally to transact business
      as a foreign corporation in any jurisdiction where it is not so qualified or
      to
      consent to general service of process in any such jurisdiction;

     

    (e)    list
      the
      Registrable Securities covered by the Registration Statement with any securities
      exchange on which the Common Stock of the Company is then listed; 

     

    (f)    immediately
      notify the Purchaser at any time when a Prospectus relating thereto is required
      to be delivered under the Securities Act, of the happening of any event of
      which
      the Company has knowledge as a result of which the Prospectus contained in
      such
      Registration Statement, as then in effect, includes an untrue statement of
      a
      material fact or omits to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading in light of the
      circumstances then existing; and

     

    (g)    make
      available for inspection by the Purchaser and any attorney, accountant or other
      agent retained by the Purchaser, all publicly available, non-confidential
      financial and other records, pertinent corporate documents and properties of
      the
      Company, and cause the Company's officers, directors and employees to supply
      all
      publicly available, non-confidential information reasonably requested by the
      attorney, accountant or agent of the Purchaser.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.    Registration
      Expenses.
      All
      expenses relating to the Company's compliance with Sections 2 and 3 hereof,
      including, without limitation, all registration and filing fees, printing
      expenses, fees and disbursements of counsel and independent public accountants
      for the Company, fees and expenses (including reasonable counsel fees) incurred
      in connection with complying with state securities or "blue sky" laws, fees
      of
      the NASD, transfer taxes, fees of transfer agents and registrars, fees of,
      and
      disbursements incurred by, one counsel for the Holders (to the extent such
      counsel is required due to Company's failure to meet any of its obligations
      hereunder), are called "Registration Expenses". All selling commissions
      applicable to the sale of Registrable Securities, including any fees and
      disbursements of any special counsel to the Holders beyond those included in
      Registration Expenses, are called "Selling Expenses." The Company shall only
      be
      responsible for all Registration Expenses.

     

    5.    Indemnification.

     

    (a)    In
      the
      event of a registration of any Registrable Securities under the Securities
      Act
      pursuant to this Agreement, the Company will indemnify and hold harmless the
      Purchaser, and its officers, directors and each other person, if any, who
      controls the Purchaser within the meaning of the Securities Act, against any
      losses, claims, damages or liabilities, joint or several, to which the
      Purchaser, or such persons may become subject under the Securities Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon any untrue statement or alleged
      untrue statement of any material fact contained in any Registration Statement
      under which such Registrable Securities were registered under the Securities
      Act
      pursuant to this Agreement, any preliminary Prospectus which has been printed
      and distributed (i.e. a “red herring Prospectus”) or final Prospectus related
      thereto, or any amendment or supplement thereof, or arise out of or are based
      upon the omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein not misleading,
      and will reimburse the Purchaser, and each such person for any reasonable legal
      or other expenses incurred by them in connection with investigating or defending
      any such loss, claim, damage, liability or action; provided, however, that
      the
      Company will not be liable in any such case if and to the extent that any such
      loss, claim, damage or liability arises out of or is based upon an untrue
      statement or alleged untrue statement or omission or alleged omission so made
      in
      conformity with information furnished by or on behalf of the Purchaser or any
      such person in writing specifically for use in any such document.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)    In
      the
      event of a registration of the Registrable Securities under the Securities
      Act
      pursuant to this Agreement, the Purchaser will indemnify and hold harmless
      the
      Company, and its officers, directors and each other person, if any, who controls
      the Company within the meaning of the Securities Act, against all losses,
      claims, damages or liabilities, joint or several, to which the Company or such
      persons may become subject under the Securities Act or otherwise, insofar as
      such losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon any untrue statement or alleged untrue statement
      of any material fact which was furnished in writing by the Purchaser to the
      Company expressly for use in (and such information is contained in) the
      Registration Statement under which such Registrable Securities were registered
      under the Securities Act pursuant to this Agreement, any preliminary Prospectus
      or final Prospectus contained therein, or any amendment or supplement thereof,
      or arise out of or are based upon the omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, and will reimburse the Company and each
      such
      person for any reasonable legal or other expenses incurred by them in connection
      with investigating or defending any such loss, claim, damage, liability or
      action, provided, however, that the Purchaser will be liable in any such case
      if
      and only to the extent that any such loss, claim, damage or liability arises
      out
      of or is based upon an untrue statement or alleged untrue statement or omission
      or alleged omission so made in conformity with information furnished in writing
      to the Company by or on behalf of the Purchaser specifically for use in any
      such
      document. Notwithstanding the provisions of this paragraph, the Purchaser shall
      not be required to indemnify any person or entity in excess of the amount of
      the
      aggregate net proceeds received by the Purchaser in respect of Registrable
      Securities in connection with any such registration under the Securities
      Act.

     

    (c)    Promptly
      after receipt by a party entitled to claim indemnification hereunder (an
      "Indemnified Party") of notice of the commencement of any action, such
      Indemnified Party shall, if a claim for indemnification in respect thereof
      is to
      be made against a party hereto obligated to indemnify such Indemnified Party
      (an
      "Indemnifying Party"), notify the Indemnifying Party in writing thereof, but
      the
      omission so to notify the Indemnifying Party shall not relieve it from any
      liability which it may have to such Indemnified Party other than under this
      Section 5(c) and shall only relieve it from any liability which it may have
      to
      such Indemnified Party under this Section 5(c) if and to the extent the
      Indemnifying Party is prejudiced by such omission. In case any such action
      shall
      be brought against any Indemnified Party and it shall notify the Indemnifying
      Party of the commencement thereof, the Indemnifying Party shall be entitled
      to
      participate in and, to the extent it shall wish, to assume and undertake the
      defense thereof with counsel satisfactory to such Indemnified Party, and, after
      notice from the Indemnifying Party to such Indemnified Party of its election
      so
      to assume and undertake the defense thereof, the Indemnifying Party shall not
      be
      liable to such Indemnified Party under this Section 5(c) for any legal expenses
      subsequently incurred by such Indemnified Party in connection with the defense
      thereof; if the Indemnified Party retains its own counsel, then the Indemnified
      Party shall pay all fees, costs and expenses of such counsel, provided, however,
      that, if the defendants in any such action include both the indemnified party
      and the Indemnifying Party and the Indemnified Party shall have reasonably
      concluded that there may be reasonable defenses available to it which are
      different from or additional to those available to the Indemnifying Party or
      if
      the interests of the Indemnified Party reasonably may be deemed to conflict
      with
      the interests of the Indemnifying Party, the Indemnified Party shall have the
      right to select one separate counsel and to assume such legal defenses and
      otherwise to participate in the defense of such action, with the reasonable
      expenses and fees of such separate counsel and other expenses related to such
      participation to be reimbursed by the Indemnifying Party as incurred.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)    In
      order
      to provide for just and equitable contribution in the event of joint liability
      under the Securities Act in any case in which either (i) the Purchaser, or
      any
      officer, director or controlling person of the Purchaser, makes a claim for
      indemnification pursuant to this Section 5 but it is judicially determined
      (by
      the entry of a final judgment or decree by a court of competent jurisdiction
      and
      the expiration of time to appeal or the denial of the last right of appeal)
      that
      such indemnification may not be enforced in such case notwithstanding the fact
      that this Section 5 provides for indemnification in such case, or (ii)
      contribution under the Securities Act may be required on the part of the
      Purchaser or such officer, director or controlling person of the Purchaser
      in
      circumstances for which indemnification is provided under this Section 5; then,
      and in each such case, the Company and the Purchaser will contribute to the
      aggregate losses, claims, damages or liabilities to which they may be subject
      (after contribution from others) in such proportion so that the Purchaser is
      responsible only for the portion represented by the percentage that the public
      offering price of its securities offered by the Registration Statement bears
      to
      the public offering price of all securities offered by such Registration
      Statement, provided, however, that, in any such case, (A) the Purchaser will
      not
      be required to contribute any amount in excess of the public offering price
      of
      all such securities offered by it pursuant to such Registration Statement;
      and
      (B) no person or entity guilty of fraudulent misrepresentation (within the
      meaning of Section 10(f) of the Act) will be entitled to contribution from
      any
      person or entity who was not guilty of such fraudulent
      misrepresentation.

     

    6.    Representations
      and Warranties.

     

    (a)    The
      Common Stock of the Company is registered pursuant to Section 12(b) or 12(g)
      of
      the Exchange Act and, except with respect to certain matters which the Company
      has disclosed to the Purchaser on Schedule 12(u) of the Security Agreement,
      the
      Company has timely filed all proxy statements, reports, schedules, forms,
      statements and other documents required to be filed by it under the Exchange
      Act. The Company filed: (i) its Annual Report on Form 10-KSB for its fiscal
      year
      ended December 31, 2005, (ii) its Quarterly Reports on Form 10-Q for its fiscal
      quarters ended March 31, 2006, June 30, 2006 and September 30, 2006 and (iii)
      the Form 8-K filings which it has made during the fiscal year 2006 and 2007
      to
      date (collectively, the "SEC Reports"). Each SEC Report was, at the time of
      its
      filing, in substantial compliance with the requirements of its respective form
      and none of the SEC Reports, nor the financial statements (and the notes
      thereto) included in the SEC Reports, as of their respective filing dates,
      contained any untrue statement of a material fact or omitted to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading. The
      financial statements of the Company included in the SEC Reports comply as to
      form in all material respects with applicable accounting requirements and the
      published rules and regulations of the Commission or other applicable rules
      and
      regulations with respect thereto. Such financial statements have been prepared
      in accordance with generally accepted accounting principles ("GAAP") applied
      on
      a consistent basis during the periods involved (except (i) as may be otherwise
      indicated in such financial statements or the notes thereto or (ii) in the
      case
      of unaudited interim statements, to the extent they may not include footnotes
      or
      may be condensed) and fairly present in all material respects the financial
      condition, the results of operations and the cash flows of the Company and
      its
      subsidiaries, on a consolidated basis, as of, and for, the periods presented
      in
      each such SEC Report.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)    The
      Common Stock is listed for trading on the American Stock Exchange and satisfies
      all requirements for the continuation of such listing. The Company has not
      received any notice that its Common Stock will be delisted from the American
      Stock Exchange (except for prior notices which have been fully remedied) or
      that
      the Common Stock does not meet all requirements for the continuation of such
      listing except as disclosed in the Company’s filings with the
      Commission.

     

    (c)    Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales of any security
      or
      solicited any offers to buy any security under circumstances that would cause
      the offering of the Securities pursuant to the Security Agreement to be
      integrated with prior offerings by the Company for purposes of the Securities
      Act which would prevent the Company from selling the Common Stock pursuant
      to
      Rule 506 under the Securities Act, or any applicable exchange-related
      stockholder approval provisions, nor will the Company or any of its affiliates
      or subsidiaries take any action or steps that would cause the offering of such
      Securities to be integrated with other offerings.

     

    (d)    The
      Warrants and Options and the shares of Common Stock which the Purchaser may
      acquire pursuant to the Warrants and Options are all restricted securities
      under
      the Securities Act as of the date of this Agreement. The Company will not issue
      any stop transfer order or other order impeding the sale and delivery of any
      of
      the Registrable Securities at such time as such Registrable Securities are
      registered for public sale or an exemption from registration is available,
      except as required by federal or state securities laws.

     

    (e)    The
      Company understands the nature of the Registrable Securities issuable upon
      exercise of the Warrants and Options and recognizes that the issuance of such
      Registrable Securities may have a potential dilutive effect. The Company
      specifically acknowledges that its obligation to issue the Registrable
      Securities is binding upon the Company and enforceable regardless of the
      dilution such issuance may have on the ownership interests of other shareholders
      of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)    Except
      for agreements made in the ordinary course of business, there is no agreement
      that has not been filed with the Commission as an exhibit to a registration
      statement or to a form required to be filed by the Company under the Exchange
      Act, the breach of which could reasonably be expected to have a material and
      adverse effect on the Company and its subsidiaries, or would prohibit or
      otherwise interfere with the ability of the Company to enter into and perform
      any of its obligations under this Agreement in any material
      respect.

     

    (g)    The
      Company will at all times have authorized and reserved a sufficient number
      of
      shares of Common Stock for the full exercise of the Warrants and
      Options.

     

    7.    Miscellaneous.

     

    (a)    Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their respective
      obligations under this Agreement, each Holder or the Company, as the case may
      be, in addition to being entitled to exercise all rights granted by law and
      under this Agreement, including recovery of damages, will be entitled to
      specific performance of its rights under this Agreement. 

     

    (b)    No
      Piggyback on Registrations.
      Except
      as and to the extent specified in Schedule 7(b) hereto, neither the Company
      nor
      any of its security holders (other than the Holders in such capacity pursuant
      hereto) may include securities of the Company in any Registration Statement
      other than the Registrable Securities, and the Company shall not after the
      date
      hereof enter into any agreement providing any such right for inclusion of shares
      in the Registration Statement to any of its security holders. Except as and
      to
      the extent specified in Schedule 7(b) hereto, the Company has not previously
      entered into any agreement granting any registration rights with respect to
      any
      of its securities to any Person that have not been fully satisfied.


     

    (c)    Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to the Registration Statement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)    Discontinued
      Disposition.
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of a Discontinuation
      Event (as defined below), such Holder will forthwith discontinue disposition
      of
      such Registrable Securities under the applicable Registration Statement until
      such Holder's receipt of the copies of the supplemented Prospectus and/or
      amended Registration Statement or until it is advised in writing (the "Advice")
      by the Company that the use of the applicable Prospectus may be resumed, and,
      in
      either case, has received copies of any additional or supplemental filings
      that
      are incorporated or deemed to be incorporated by reference in such Prospectus
      or
      Registration Statement. The Company may provide appropriate stop orders to
      enforce the provisions of this paragraph. For purposes of this Section 7(d),
      a
      "Discontinuation Event" shall mean (i) when the Commission notifies the Company
      whether there will be a "review" of such Registration Statement and whenever
      the
      Commission comments in writing on such Registration Statement (the Company
      shall
      provide true and complete copies thereof and all written responses thereto
      to
      each of the Holders); (ii) any request by the Commission or any other Federal
      or
      state governmental authority for amendments or supplements to such Registration
      Statement or Prospectus or for additional information; (iii) the issuance by
      the
      Commission of any stop order suspending the effectiveness of such Registration
      Statement covering any or all of the Registrable Securities or the initiation
      of
      any Proceedings for that purpose; (iv) the receipt by the Company of any
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and/or (v) the occurrence of any event or passage of time that makes
      the financial statements included in such Registration Statement ineligible
      for
      inclusion therein or any statement made in such Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      such
      Registration Statement, Prospectus or other documents so that, in the case
      of
      such Registration Statement or Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading.

     

    (e)    Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the Commission a registration statement
      relating to an offering for its own account or the account of others under
      the
      Securities Act of any of its equity securities, other than on Form S-4 or Form
      S-8 (each as promulgated under the Securities Act) or their then equivalents
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with stock option or other employee benefit plans, then the Company
      shall send to each Holder written notice of such determination and, if within
      fifteen days after receipt of such notice, any such Holder shall so request
      in
      writing, the Company shall include in such registration statement all or any
      part of such Registrable Securities such holder requests to be registered to
      the
      extent the Company may do so without violating registration rights of others
      which exist as of the date of this Agreement, subject to customary underwriter
      cutbacks applicable to all holders of registration rights and subject to
      obtaining any required the consent of any selling stockholder(s) to such
      inclusion under such registration statement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)    Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and the Holders of the then outstanding Registrable
      Securities. Notwithstanding the foregoing, a waiver or consent to depart from
      the provisions hereof with respect to a matter that relates exclusively to
      the
      rights of certain Holders and that does not directly or indirectly affect the
      rights of other Holders may be given by Holders of at least a majority of the
      Registrable Securities to which such waiver or consent relates; provided,
      however, that the provisions of this sentence may not be amended, modified,
      or
      supplemented except in accordance with the provisions of the immediately
      preceding sentence.

     

    (g)    Notices.
      Any
      notice or request hereunder may be given to the Company or the Purchaser at
      the
      respective addresses set forth below or as may hereafter be specified in a
      notice designated as a change of address under this Section 7(g). Any notice
      or
      request hereunder shall be given by registered or certified mail, return receipt
      requested, hand delivery, overnight mail, Federal Express or other national
      overnight next day carrier (collectively, "Courier") or telecopy (confirmed
      by
      mail). Notices and requests shall be, in the case of those by hand delivery,
      deemed to have been given when delivered to any party to whom it is addressed,
      in the case of those by mail or overnight mail, deemed to have been given three
      (3) business days after the date when deposited in the mail or with the
      overnight mail carrier, in the case of a Courier, the next business day
      following timely delivery of the package with the Courier, and, in the case
      of a
      telecopy, when confirmed. The address for such notices and communications shall
      be as follows:

     

    
      	
              If
                to the Company:

            	
              Conversion
                Services International, Inc. 

              100
                Eagle Rock Avenue

              East
                Hanover, New Jersey 07936

              Attention: Chief
                Financial Officer

              Facsimile: 973-560-1183

            
	 	 
	 	
              with
                a copy to:

            
	 	
              Ellenoff
                Grossman & Schole LLP

              370
                Lexington Avenue

              New
                York, New York 10017

              
                Attention: David
                  Selengut, Esq.

                Facsimile: 212-370-7889

              

            
	
               

            	 
	
              If
                to a Purchaser:

            	
              To
                the address set forth under such Purchaser name on the signature
                pages
                hereto.

            
	
               

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to any other Person who is then the registered
                Holder:

            	
              To
                the address of such Holder as it appears in the stock transfer books
                of
                the Company

            


    

    


    or
      such
      other address as may be designated in writing hereafter in accordance with
      this
      Section 7(g) by such Person.

     

    (h)    Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. The Company may not assign its rights or obligations hereunder without
      the prior written consent of each Holder. Each Holder may assign their
      respective rights hereunder in the manner and to the Persons as permitted under
      the the Security Agreement.

     

    (i)    Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

     

    (j)    Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all Proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement shall be commenced exclusively in the state
      and
      federal courts sitting in the City of New York, Borough of Manhattan. Each
      party
      hereto hereby irrevocably submits to the exclusive jurisdiction of the state
      and
      federal courts sitting in the City of New York, Borough of Manhattan for the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein, and hereby irrevocably
      waives, and agrees not to assert in any Proceeding, any claim that it is not
      personally subject to the jurisdiction of any such court, that such Proceeding
      is improper. Each party hereto hereby irrevocably waives personal service of
      process and consents to process being served in any such Proceeding by mailing
      a
      copy thereof via registered or certified mail or overnight delivery (with
      evidence of delivery) to such party at the address in effect for notices to
      it
      under this Agreement and agrees that such service shall constitute good and
      sufficient service of process and notice thereof. Nothing contained herein
      shall
      be deemed to limit in any way any right to serve process in any manner permitted
      by law. Each party hereto hereby irrevocably waives, to the fullest extent
      permitted by applicable law, any and all right to trial by jury in any legal
      proceeding arising out of or relating to this Agreement or the transactions
      contemplated hereby. If either party shall commence a Proceeding to enforce
      any
      provisions of this Agreement, the Security Agreement or any Ancillary Agreement,
      then the prevailing party in such Proceeding shall be reimbursed by the other
      party for its reasonable attorneys fees and other costs and expenses incurred
      with the investigation, preparation and prosecution of such Proceeding.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (k)   Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

     

    (l)    Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their reasonable efforts to
      find and employ an alternative means to achieve the same or substantially the
      same result as that contemplated by such term, provision, covenant or
      restriction. It is hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

     

    (m)   Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    [BALANCE
      OF PAGE INTENTIONALLY LEFT BLANK;

    SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	
              CONVERSION
                SERVICES INTERNATIONAL, INC.

            	 	
              
                LAURUS
                  MASTER FUND, LTD.

              

            
	 	 	 
	 	 	 
	
              By:

            	
              /s/
                Scott Newman

            	 	
              By:

            	
              /s/
                David Grin

            
	
              Name:

            	
              Scott
                Newman

            	 	
              Name:

            	
              David
                Grin

            
	
              Title:

            	
              President
                and CEO

            	 	
              Title:

            	
              Director

            
	 	 	 
	 	 	
              Address
                for Notices:

            
	 	 	 
	 	 	
              825
                Third Avenue − 14th
                Floor

              
                New
                  York, NY 10022

                
                  Attention: David
                    Grin

                  
                    Facsimile: 212-541-4434

                  

                

              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    [Month
      __, 2007]

    


    
      	
              [Registrar
                and Transfer Co.

              10
                Commerce Drive

              Cranford,
                New Jersey 32377

              Attn:
                Dan
                Flynn

            	 


    

     

     

    
      
        
          	
                	Re:	
                  Conversion
                    Services International, Inc. Registration Statement on Form S-3 

                    

                  

                


        


    

    Ladies
      and Gentlemen:

     

    As
      counsel to Conversion Services International, Inc., a Delaware corporation
      (the
“Company”), we have been requested to render our opinion to you in connection
      with the resale by the individuals or entitles listed on Schedule A attached
      hereto (the “Selling Stockholders”), of an aggregate of [amount]shares (the
“Shares”) of the Company’s Common Stock.

     

    A
      Registration Statement on Form S-3 under the Securities Act of 1933, as amended
      (the “Act”), with respect to the resale of the Shares was declared effective by
      the Securities and Exchange Commission on [date]. Enclosed is the Prospectus
      dated [date]. We understand that the Shares are to be offered and sold in the
      manner described in the Prospectus.

     

    Based
      upon the foregoing, upon request by the Selling Stockholders at any time while
      the registration statement remains effective, it is our opinion that the Shares
      have been registered for resale under the Act and new certificates evidencing
      the Shares upon their transfer or re-registration by the Selling Stockholders
      may be issued without restrictive legend. We will advise you if the registration
      statement is not available or effective at any point in the future.

     

    
      	 	
              Very
                truly yours,

              


              


              [Company
                counsel]

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      A

    
      	
              Selling
                Stockholder

            	 	
              Shares

              Being
                Offered

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      7(b) 

     

    


    Investors
      represented by Taurus Advisory Group, LLC or TAG Virgin
      Islands, Inc.

    Scott
      Newman

    Glenn
      Peipert

    Robert
      C.
      DeLeeuw

    William
      McKnight

    Laidlaw,
      Ltd.