THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
      STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE
      OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
      IN
      THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER
      SAID
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO CONVERSION SERVICES INTERNATIONAL, INC.THAT SUCH REGISTRATION
      IS
      NOT REQUIRED.

     

    Right
      to Purchase up to 1,785,714 Shares of Common Stock of 

     

    CONVERSION
      SERVICES INTERNATIONAL, INC.

     

    (subject
      to adjustment as provided herein)

     

    COMMON
      STOCK WARRANT

     

     

    
      	No. _________________Issue
              	
              Date:
                March 1,
                2007

            


    

     

    CONVERSION
      SERVICES INTERNATIONAL, INC., a corporation organized under the laws of the
      State of Delaware (“Company”), hereby certifies that, for value received, LAURUS
      MASTER FUND, LTD., or assigns (the “Holder”), is entitled, subject to the terms
      set forth below, to purchase from the Company (as defined herein) from and
      after
      the Issue Date of this Warrant and at any time or from time to time, up to
      1,785,714
      fully
      paid and nonassessable shares of Common Stock (as hereinafter defined), $0.001
      par value per share, at the applicable Exercise Price per share (as defined
      below). The number and character of such shares of Common Stock and the
      applicable Exercise Price per share are subject to adjustment as provided
      herein.

     

    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings: 

     

    (a)    The
      term
“Company” shall include CONVERSION SERVICES INTERNATIONAL, INC. and any
      corporation that shall succeed, or assume the obligations of, CONVERSION
      SERVICES INTERNATIONAL, INC. hereunder. 

     

    (b)    The
      term
“Common Stock” includes (i) the Company’s Common Stock, $0.001 per value per
      share; and (ii) any other securities into which or for which any of the
      securities described in (a) may be converted or exchanged pursuant to a plan
      of
      recapitalization, reorganization, merger, sale of assets or
      otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)    The
      “Exercise Price” applicable under this Warrant shall be a price of $0.01 per
      share.

     

    (d)    The
      term
“Other Securities” refers to any stock (other than Common Stock) and other
      securities of the Company or any other person (corporate or otherwise) which
      the
      Holder at any time shall be entitled to receive, or shall have received, on
      the
      exercise of the Warrant, in lieu of or in addition to Common Stock, or which
      at
      any time shall be issuable or shall have been issued in exchange for or in
      replacement of Common Stock or Other Securities pursuant to Section 4 or
      otherwise.

     

    1.    Exercise
      of Warrant.
      

     

    1.1    Number
      of Shares Issuable upon Exercise.
      From
      and after the date hereof, the Holder shall be entitled to receive, upon
      exercise of this Warrant in whole or in part, by delivery of an original or
      fax
      copy of an exercise notice in the form attached hereto as Exhibit A (the
“Exercise Notice”), shares of Common Stock of the Company, subject to adjustment
      pursuant to Section 4. Notwithstanding anything herein to the contrary, in
      no
      event shall the Holder be entitled to exercise any portion of this Warrant
      in
      excess of that portion of this Warrant upon exercise of which the sum of (1)
      the
      number of shares of Common Stock beneficially owned by the Holder and its
      Affiliates (other than shares of Common Stock which may be deemed beneficially
      owned through the ownership of the unexercised portion of the Warrant or the
      unexercised or unconverted portion of any other security of the Holder subject
      to a limitation on conversion analogous to the limitations contained herein)
      and
      (2) the number of shares of Common Stock issuable upon the exercise of the
      portion of this Warrant with respect to which the determination of this proviso
      is being made, would result in beneficial ownership by the Holder and its
      Affiliates of any amount greater than 9.99% of the then outstanding shares
      of
      Common Stock (whether or not, at the time of such exercise, the Holder and
      its
      Affiliates beneficially own more than 9.99% of the then outstanding shares
      of
      Common Stock). As used herein, the term “Affiliate”
means
      any person or entity that, directly or indirectly through one or more
      intermediaries, controls or is controlled by or is under common control with
      a
      person or entity, as such terms are used in and construed under Rule 144 under
      the Securities Act.   For purposes of the second preceding sentence,
      beneficial ownership shall be determined in accordance with Section 13(d) of
      the
      Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder,
      except as otherwise provided in clause (1) of such sentence.  For any
      reason at any time, upon written or oral request of the Holder, the Company
      shall within one (1) business day confirm orally and in writing to the Holder
      the number of shares of Common Stock outstanding as of any given date. The
      limitations set forth herein (x) may be waived by the Holder upon provision
      of
      no less than sixty-one (61) days prior written notice to the Company and (y)
      shall automatically become null and void following notice to the Company upon
      the occurrence and during the continuance of an Event of Default (as defined
      in
      the Security Agreement), except that at no time shall the Company be obligated
      to issue any shares of Common Stock pursuant to the terms of this Warrant,
      the
      Security Agreement or any other Ancillary Agreement (as defined in the Security
      Agreement) if the issuance of such shares of Common Stock would exceed the
      aggregate number of shares of Common Stock which the Company may issue pursuant
      to the terms of this Warrant, the Security Agreement or any Ancillary Agreement
      without violating the rules or regulations of the Principal Market (the
“Principal
      Market”),
      except that such limitation shall not apply in the event that the Company
      obtains the approval of its stockholders as required by the applicable rules
      or
      regulations of the Principal Market for issuances of Common Stock in excess
      of
      such amount.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.2    Fair
      Market Value.
      For
      purposes hereof, the “Fair Market Value” of a share of Common Stock as of a
      particular date (the “Determination Date”) shall mean: 

     

    (a)    If
      the
      Company’s Common Stock is traded on the American Stock Exchange or another
      national exchange or is quoted on the National or SmallCap Market of The Nasdaq
      Stock Market, Inc. (“Nasdaq”), then the closing or last sale price,
      respectively, reported for the last business day immediately preceding the
      Determination Date.

     

    (b)    If
      the
      Company’s Common Stock is not traded on the American Stock Exchange or another
      national exchange or on the Nasdaq but is quoted on the NASD Over The Counter
      Bulletin Board, then the mean of the average of the closing bid and asked prices
      reported for the last business day immediately preceding the Determination
      Date.

     

    (c)    Except
      as
      provided in clause (d) below, if the Company’s Common Stock is not publicly
      traded, then as the Holder and the Company agree or in the absence of agreement
      by arbitration in accordance with the rules then in effect of the American
      Arbitration Association, before a single arbitrator to be chosen from a panel
      of
      persons qualified by education and training to pass on the matter to be
      decided.

     

    (d)    If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company’s charter, then all amounts to be payable per share to holders of the
      Common Stock pursuant to the charter in the event of such liquidation,
      dissolution or winding up, plus all other amounts to be payable per share in
      respect of the Common Stock in liquidation under the charter, assuming for
      the
      purposes of this clause (d) that all of the shares of Common Stock then issuable
      upon exercise of the Warrant are outstanding at the Determination
      Date.

     

    1.3    Company
      Acknowledgment.
      The
      Company will, at the time of the exercise of the Warrant, upon the request
      of
      the Holder hereof acknowledge in writing its continuing obligation to afford
      to
      such Holder any rights to which such Holder shall continue to be entitled after
      such exercise in accordance with the provisions of the Warrant. If the Holder
      shall fail to make any such request, such failure shall not affect the
      continuing obligation of the Company to afford to such Holder any such rights.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.4    Trustee
      for Warrant Holders.
      In the
      event that a bank or trust company shall have been appointed as trustee for
      the
      Holder of the Warrant pursuant to Subsection 3.2, such bank or trust company
      shall have all the powers and duties of an warrant agent (as hereinafter
      described) and shall accept, in its own name for the account of the Company
      or
      such successor person as may be entitled thereto, all amounts otherwise payable
      to the Company or such successor, as the case may be, on exercise of this
      Warrant pursuant to this Section 1.

     

    2.    Procedure
      for Exercise.

     

    2.1    Delivery
      of Stock Certificates, Etc., on Exercise.
      The
      Company agrees that the shares of Common Stock purchased upon exercise of this
      Warrant shall be deemed to be issued to the Holder as the record owner of such
      shares as of the close of business on the date on which this Warrant shall
      have
      been surrendered and payment made for such shares in accordance herewith. As
      soon as practicable after the exercise of this Warrant in full or in part,
      and
      in any event within three (3) business days thereafter, the Company at its
      expense (including the payment by it of any applicable issue taxes) will cause
      to be issued in the name of and delivered to the Holder, or as such Holder
      (upon
      payment by such Holder of any applicable transfer taxes) may direct in
      compliance with applicable securities laws, a certificate or certificates for
      the number of duly and validly issued, fully paid and nonassessable shares
      of
      Common Stock (or Other Securities) to which such Holder shall be entitled on
      such exercise, plus, in lieu of any fractional share to which such Holder would
      otherwise be entitled, cash equal to such fraction multiplied by the then Fair
      Market Value of one full share, together with any other stock or other
      securities and property (including cash, where applicable) to which such Holder
      is entitled upon such exercise pursuant to Section 1 or otherwise.

     

    2.2    Exercise.
      

     

    (a)    Subject
      to subsection (b) below, payment shall be made in cash or by certified or
      official bank check payable to the order of the Company equal to the applicable
      aggregate Exercise Price for the number of Common Shares specified in such
      Exercise Notice (as such exercise number shall be adjusted to reflect any
      adjustment in the total number of shares of Common Stock issuable to the Holder
      per the terms of this Warrant) and the Holder shall thereupon be entitled to
      receive the number of duly authorized, validly issued, fully-paid and
      non-assessable shares of Common Stock (or Other Securities) determined as
      provided herein.

     

    (b)    Notwithstanding
      any provisions herein to the contrary, in the event there is no effective
      registration statement with respect to the shares issuable upon exercise of
      this
      Warrant or a Default or an Event of Default (as such terms are defined in the
      Security Agreement dated as of the date hereof among the Holder and the Company,
      as amended, modified, restated and/or supplemented from time to time),) has
      occurred and is continuing, if the Fair Market Value of one share of Common
      Stock is greater than the Exercise Price (at the date of calculation as set
      forth below), in lieu of exercising this Warrant for cash, the Holder may elect
      to receive shares equal to the value (as determined below) of this Warrant
      (or
      the portion thereof being exercised) by surrender of this Warrant at the
      principal office of the Company together with the properly endorsed Exercise
      Notice in which event the Company shall issue to the Holder a number of shares
      of Common Stock computed using the following formula:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	X=Y	
                (A-B) 

              
	 	
                A

              


      

    

     

    Where
      X
      = the
      number of shares of Common Stock to be issued to the Holder

     

    Y
      = the
      number of shares of Common Stock purchasable under the Warrant or, if only
      a
      portion of the Warrant is being exercised, the portion of the Warrant being
      exercised (at the date of such calculation)

     

    A
      = the
      Fair
      Market Value of one share of the Company’s Common Stock (at the date of such
      calculation)

     

    B
      = Exercise
      Price (as adjusted to the date of such calculation)

     

    3.    Effect
      of Reorganization, Etc.; Adjustment of Exercise Price.

     

    3.1    Reorganization,
      Consolidation, Merger, Etc.
      In case
      at any time or from time to time, the Company shall (a) effect a reorganization,
      (b) consolidate with or merge into any other person, or (c) transfer all or
      substantially all of its properties or assets to any other person under any
      plan
      or arrangement contemplating the dissolution of the Company, then, in each
      such
      case, as a condition to the consummation of such a transaction, proper and
      adequate provision shall be made by the Company whereby the Holder, on the
      exercise hereof as provided in Section 1 at any time after the consummation
      of
      such reorganization, consolidation or merger or the effective date of such
      dissolution, as the case may be, shall receive, in lieu of the Common Stock
      (or
      Other Securities) issuable on such exercise prior to such consummation or such
      effective date, the stock and other securities and property (including cash)
      to
      which such Holder would have been entitled upon such consummation or in
      connection with such dissolution, as the case may be, if such Holder had so
      exercised this Warrant, immediately prior thereto, all subject to further
      adjustment thereafter as provided in Section 4.

     

    3.2    Dissolution.
      In the
      event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, concurrently with
      any distributions made to holders of its Common Stock, shall at its expense
      deliver or cause to be delivered to the Holder the stock and other securities
      and property (including cash, where applicable) receivable by the Holder
      pursuant to Section 3.1, or, if the Holder shall so instruct the Company, to
      a
      bank or trust company specified by the Holder and having its principal office
      in
      New York, NY as trustee for the Holder (the “Trustee”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3    Continuation
      of Terms.
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Section 3, this Warrant shall
      continue in full force and effect and the terms hereof shall be applicable
      to
      the shares of stock and other securities and property receivable on the exercise
      of this Warrant after the consummation of such reorganization, consolidation
      or
      merger or the effective date of dissolution following any such transfer, as
      the
      case may be, and shall be binding upon the issuer of any such stock or other
      securities, including, in the case of any such transfer, the person acquiring
      all or substantially all of the properties or assets of the Company, whether
      or
      not such person shall have expressly assumed the terms of this Warrant as
      provided in Section 4. In the event this Warrant does not continue in full
      force
      and effect after the consummation of the transactions described in this Section
      3, then the Company’s securities and property (including cash, where applicable)
      receivable by the Holders will be delivered to Holder or the Trustee as
      contemplated by Section 3.2.

     

    4.    Extraordinary
      Events Regarding Common Stock.
      In the
      event that the Company shall (a) issue additional shares of the Common Stock
      as
      a dividend or other distribution on all outstanding Common Stock or preferred
      stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine
      its
      outstanding shares of the Common Stock into a smaller number of shares of the
      Common Stock (each of the preceding clauses (a) through (c), inclusive, an
      “Event”), then, in each such event, the number of shares of Common Stock that
      the Holder shall thereafter, on the exercise hereof as provided in Section
      1, be
      entitled to receive shall be increased or decreased to a number determined
      by
      multiplying the number of shares of Common Stock that would, immediately prior
      to such Event, be issuable upon the exercise of this Warrant by a fraction
      of
      which (a) the numerator is the number of issued and outstanding shares of Common
      Stock immediately after such Event, and (b) the denominator is the number of
      issued and outstanding shares of Common Stock immediately prior to such
      Event.

     

    5.    Certificate
      as to Adjustments.
      In each
      case of any adjustment or readjustment in the shares of Common Stock (or Other
      Securities) issuable on the exercise of the Warrant, the Company at its expense
      will promptly cause its Chief Financial Officer or other appropriate designee
      to
      compute such adjustment or readjustment in accordance with the terms of the
      Warrant and prepare a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (a) the consideration received or receivable
      by
      the Company for any additional shares of Common Stock (or Other Securities)
      issued or sold or deemed to have been issued or sold, (b) the number of shares
      of Common Stock (or Other Securities) outstanding or deemed to be outstanding,
      and (c) the Exercise Price and the number of shares of Common Stock to be
      received upon exercise of this Warrant, in effect immediately prior to such
      adjustment or readjustment and as adjusted or readjusted as provided in this
      Warrant. The Company will forthwith mail a copy of each such certificate to
      the
      Holder and any Warrant agent of the Company (appointed pursuant to Section
      10
      hereof).

     

    6.    Reservation
      of Stock, Etc., Issuable on Exercise of Warrant.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery on the exercise of the Warrant, shares of Common Stock (or Other
      Securities) from time to time issuable on the exercise of the
      Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.    Assignment;
      Exchange of Warrant.
      Subject
      to compliance with applicable securities laws, this Warrant, and the rights
      evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”) in whole or in part. On the surrender for exchange of this
      Warrant, with the Transferor’s endorsement in the form of Exhibit B attached
      hereto (the “Transferor Endorsement Form”) and together with evidence reasonably
      satisfactory to the Company demonstrating compliance with applicable securities
      laws, which shall include, without limitation, the provision of a legal opinion
      from the Transferor’s counsel (at the Company’s expense) that such transfer is
      exempt from the registration requirements of applicable securities laws, and
      with payment by the Transferor of any applicable transfer taxes) will issue
      and
      deliver to or on the order of the Transferor thereof a new Warrant of like
      tenor, in the name of the Transferor and/or the transferee(s) specified in
      such
      Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on
      the face or faces thereof for the number of shares of Common Stock called for
      on
      the face or faces of the Warrant so surrendered by the Transferor.

     

    8.    Replacement
      of Warrant.
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction of this Warrant, on delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of this Warrant,
      the
      Company at its expense will execute and deliver, in lieu thereof, a new Warrant
      of like tenor.

     

    9.    Registration
      Rights.
      The
      Holder has been granted certain registration rights by the Company to file
      a
      registration statement on Form S-1 (or Form S-3 if then eligible) with the
      Securities and Exchange Commission to register the shares of Common Stock
      underlying this Warrant, the shares of Common Stock underlying that certain
      Common Stock Purchase Warrant issued by the Company to Laurus as of August
      16,
      2004, and (iii) that certain Option issued by the Company to Laurus as of
      February 1, 2006, within 120 days of the date hereof. 

     

    10.   Warrant
      Agent.
      The
      Company may, by written notice to each Holder of the Warrant, appoint an agent
      for the purpose of issuing Common Stock (or Other Securities) on the exercise
      of
      this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section
      7, and replacing this Warrant pursuant to Section 8, or any of the foregoing,
      and thereafter any such issuance, exchange or replacement, as the case may
      be,
      shall be made at such office by such agent.

     

    11.   Transfer
      on the Company’s Books.
      Until
      this Warrant is transferred on the books of the Company, the Company may treat
      the registered holder hereof as the absolute owner hereof for all purposes,
      notwithstanding any notice to the contrary.

     

    12.   Notices,
      Etc.
      All
      notices and other communications from the Company to the Holder shall be mailed
      by first class registered or certified mail, postage prepaid, at such address
      as
      may have been furnished to the Company in writing by such Holder or, until
      any
      such Holder furnishes to the Company an address, then to, and at the address
      of,
      the last Holder who has so furnished an address to the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13. Miscellaneous.
      THIS
      WARRANT AND ANY TERM HEREOF MAY BE CHANGED, WAIVED, DISCHARGED OR TERMINATED
      ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTY AGAINST WHICH ENFORCEMENT
      OF SUCH CHANGE, WAIVER, DISCHARGE OR TERMINATION IS SOUGHT. THIS WARRANT SHALL
      BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF STATE OF NEW YORK
      WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Any action brought concerning
      the transactions contemplated by this Warrant shall be brought only in the
      state
      courts of New York or in the federal courts located in the state of New York;
      provided, however, that the Holder may choose to waive this provision and bring
      an action outside the state of New York. The individuals executing this Warrant
      on behalf of the Company agree to submit to the jurisdiction of such courts
      and
      waive trial by jury. The prevailing party shall be entitled to recover from
      the
      other party its reasonable attorney’s fees and costs. In the event that any
      provision of this Warrant is invalid or unenforceable under any applicable
      statute or rule of law, then such provision shall be deemed inoperative to
      the
      extent that it may conflict therewith and shall be deemed modified to conform
      with such statute or rule of law. Any such provision which may prove invalid
      or
      unenforceable under any law shall not affect the validity or enforceability
      of
      any other provision of this Warrant. The headings in this Warrant are for
      purposes of reference only, and shall not limit or otherwise affect any of
      the
      terms hereof. The invalidity or unenforceability of any provision hereof shall
      in no way affect the validity or enforceability of any other provision hereof.
      The Company acknowledges that legal counsel participated in the preparation
      of
      this Warrant and, therefore, stipulates that the rule of construction that
      ambiguities are to be resolved against the drafting party shall not be applied
      in the interpretation of this Warrant to favor any party against the other
      party.

     

    [BALANCE
      OF PAGE INTENTIONALLY LEFT BLANK;

    SIGNATURE
      PAGE FOLLOWS.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above. 

     

    
      	 	 	
              CONVERSION
                SERVICES INTERNATIONAL, INC.

            
	
              WITNESS:

            	 	 
	 	 	
              By:

            	
              /s/
                Scott Newman

            
	 	 	
              Name:

            	
              Scott
                Newman

            
	
              Lawrence
                F. Metz

            	 	
              Title:

            	
              President
                and CEO

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    FORM
      OF SUBSCRIPTION

    (To
      Be
      Signed Only On Exercise Of Warrants)

     

    
      	
              TO:

            	
              CONVERSION
                SERVICES INTERNATIONAL, INC.

            


    

     

    


     

    


     

    
      	
              Attention:

            	
              Chief
                Financial Officer

            


    

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant (No.
      ____), hereby irrevocably elects to purchase (check applicable
      box):

     

    
      	________	
              ________
                shares of the Common Stock covered by such Warrant;
                or

            


    

     

    
      	________	
              the
                maximum number of shares of Common Stock covered by such Warrant
                pursuant
                to the cashless exercise procedure set forth in Section
                2.

            


    

     

    The
      undersigned herewith makes payment of the full Exercise Price for such shares
      at
      the price per share provided for in such Warrant, which is
      $___________.  Such payment takes the form of (check applicable box or
      boxes):

     

    
      	
              ________

            	
              $__________
                in lawful money
                of
                the United States; and/or

            


    

     

    
      	________	
              the
                cancellation of such portion of the attached Warrant as is exercisable
                for
                a total of _______ shares of Common Stock (using a Fair Market Value
                of
                $_______ per share for purposes of this calculation);
                and/or

            


    

     

    
      	________	
              the
                cancellation of such number of shares of Common Stock as is necessary,
                in
                accordance with the formula set forth in Section 2.2, to exercise
                this
                Warrant with respect to the maximum number of shares of Common Stock
                purchasable pursuant to the cashless exercise procedure set forth
                in
                Section 2.

            


    

     

    The
      undersigned requests that the certificates for such shares be issued in the
      name
      of, and delivered to ____________________________________________ whose address
      is ___________________________________________________________.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock under the Securities Act of 1933,
      as amended (the “Securities Act”) or pursuant to an exemption from registration
      under the Securities Act.

     

    
      	
              Dated:

            	 	 	 
	 	 	 	
              (Signature
                must conform to name of Holder as specified on the face of the
                Warrant)

            
	 	 	 	 	 
	 	 	 	
              Address:

            	 
	 	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    FORM
      OF TRANSFEROR ENDORSEMENT

    (To
      Be
      Signed Only On Transfer Of Warrant)

     

    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees” the right represented by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of CONVERSION SERVICES INTERNATIONAL, INC.into which the within Warrant
      relates specified under the headings “Percentage Transferred” and “Number
      Transferred,” respectively, opposite the name(s) of such person(s) and appoints
      each such person Attorney to transfer its respective right on the books of
      CONVERSION SERVICES INTERNATIONAL, INC.with full power of substitution in the
      premises.

     

    
      	
              Transferees

            	 	
              Address

            	 	
              Percentage

              Transferred

            	 	
              Number

              Transferred

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

    


    
      	
              Dated

            	 	 	 
	 	 	 	
              (Signature
                must conform to name of Holder as specified on the face of the
                Warrant)

            
	 	 	 	
              Address:

            	 
	 	 	 	 	 


    

     

    
      	 	 	
              SIGNED
                IN THE PRESENCE OF:

            
	 	 	 
	 	 	
              (Name)

            


    

     

    ACCEPTED
      AND AGREED:

     

    [TRANSFEREE]

     

    


     

    _____________________________

    (Name)