THIRD
      EXTENSION AGREEMENT

    


    Reference
      is made hereby to that certain Amended and Restated Senior Subordinated
      Convertible Promissory Note issued to Sands Brothers Venture Capital LLC by
      Conversion Services International, Inc. (“CSI”),
      to
      that certain Amended and Restated Senior Subordinated Convertible Promissory
      Note issued to Sands Brothers Venture Capital III LLC by CSI and to that certain
      Amended and Restated Senior Subordinated Convertible Promissory Note issued
      to
      Sands Brothers Venture Capital IV LLC by CSI (the “Notes”).
      Any
      capitalized term not defined herein shall have the meaning set forth in the
      Notes. The Maturity Date in each of the Notes is March 1, 2007. In consideration
      for the following payment plan agreed to by all the parties hereto, which will
      satisfy in full all principal and interest payments due under the Notes, Sands
      Brothers Venture Capital LLC, Sands Brothers Venture Capital III LLC and Sands
      Brothers Venture Capital IV LLC (the “Funds”)
      agree
      to extend the Maturity Date to December 31, 2007. CSI shall make the following
      (pro rata) principal and interest payments to the Funds:

    


    
      	 	
              1.

            	
              April
                2, 2007: $250,000 cash, and $68,228.16 in the common stock, par value
                $0.001, of CSI (“Common
                Stock”)
                at the Market Price (the “Market
                Price”
                shall mean the average closing bid price of the Common Stock on the
                securities exchange, market or other quotation system on or through
                which
                the Common Stock are then listed or traded for the thirty (30) prior
                trading days, and $0.20 shall be the minimum Market
                Price);

            


    

    


    
      	
            	2.	
              July
                2, 2007: $250,000 cash, and $66,617.20 in Common Stock at the Market
                Price;

            


    

    


    
      	 	
              3.

            	
              October
                1, 2007: $250,000 cash, and $74,096.65 in Common Stock at the Market
                Price; and

            


    

    


    
      	 	
              4.

            	
              December
                31, 2007: $150,000 cash, and $48,994.98 in Common Stock at the Market
                Price.

            


    

    


    In
      conjunction with this Third Extension Agreement, the Funds shall also receive
      the following warrants to purchase Common Stock (the “Warrants”):

    


    
      	 	
              1.

            	
              April
                2, 2007: a warrant to purchase the number of shares of Common Stock
                resulting from dividing $23,622 by the Market Price (the “April
                Warrant Shares”),
                at an exercise price equal to 110% of the Market Price; a warrant
                to
                purchase an equal number of April Warrant Shares at an exercise price
                of
                $0.50; a warrant to purchase 55,556 shares of Common Stock at an
                exercise
                price equal to 110% of the Market Price; and a warrant to purchase
                55,556
                shares of Common Stock at an exercise price of $0.50 per
                share;

            


    

    


    
      	 	
              2.

            	
              July
                2, 2007: a warrant to purchase the number of shares of Common Stock
                resulting from dividing $23,622 by the Market Price (the “July
                Warrant Shares”),
                at an exercise price equal to 110% of the Market Price; a warrant
                to
                purchase an equal number of July Warrant Shares at an exercise price
                of
                $0.50; a warrant to purchase 55,556 shares of Common Stock at an
                exercise
                price equal to 110% of the Market Price; and a warrant to purchase
                55,556
                shares of Common Stock at an exercise price of $0.50 per
                share;

            


    

    


    
      	 	
              3.

            	
              October
                1, 2007: a warrant to purchase the number of shares of Common Stock
                resulting from dividing $23,622 by the Market Price (the “October
                Warrant Shares”),
                at an exercise price equal to 110% of the Market Price; a warrant
                to
                purchase an equal number of October Warrant Shares at an exercise
                price of
                $0.50; a warrant to purchase 55,556 shares of Common Stock at an
                exercise
                price equal to 110% of the Market Price; and a warrant to purchase
                55,556
                shares of Common Stock at an exercise price of $0.50 per share;
                and

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              4.

            	
              December
                31, 2007: a warrant to purchase the number of shares of Common Stock
                resulting from dividing $14,174 by the Market Price (the “December
                Warrant Shares”),
                at an exercise price equal to 110% of the Market Price; a warrant
                to
                purchase an equal number of December Warrant Shares at an exercise
                price
                of $0.50; a warrant to purchase 33,333 shares of Common Stock at
                an
                exercise price equal to 110% of the Market Price; and a warrant to
                purchase 33,333 shares of Common Stock at an exercise price of $0.50
                per
                share; (along with the cash and common stock payment of December
                31, 2007,
                the “Final
                Payment”).

            


    

    


    CSI
      agrees 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 issued pursuant to this Third Extension Agreement and the shares
      of
      Common Stock underlying the Warrants issued hereto within 120 days of the date
      hereof.

    


    Those
      certain warrants to purchase 400,000 shares of Common Stock issued on September
      22, 2004 to the Funds and those certain warrants to purchase 400,000 shares
      of
      Common Stock issued on September 22, 2005 to the Funds shall be returned to
      the
      Company and terminated.

    


    All
      other
      terms of the Notes shall remain in full force and effect until the Final
      Payment. Upon the Final Payment, provided all terms of this Third Extension
      Agreement have been met, the Notes shall be satisfied in full, and CSI shall
      be
      released from any and all obligations to the Funds, except for those obligations
      related to the Warrants. 

    


    CSI
      may,
      in its sole discretion, at any time, repay to the Funds the outstanding
      principal and interest without penalty or premium, in whole or in part. On
      the
      date of such repayment, the Market Price on the date thereof shall be used
      to
      determine the Common Stock and warrant issuances detailed above. In this
      instance, this will constitute the Final Payment.

    


    Upon
      the
      Final Payment, the liens held on the assets of CSI and its subsidiaries by
      the
      Funds or any entities related thereto shall be of no further force or effect.
      The Funds or any entities related thereto shall execute and deliver promptly
      to
      CSI any and all appropriate UCC terminations and/or other releases to evidence
      the release of such liens.

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      this
      Extension Agreement is agreed to by the parties below as of March 1,
      2007.

     

    
      	 	 	 
	 	CONVERSION
              SERVICES INTERNATIONAL, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Scott
              Newman
	 	
              

              Name:
                Scott Newman

              Title:
                President and Chief Executive Officer

            
	 	 


    

    
       

      
        	 	 	 
	 	SANDS
                BROTHERS VENTURE CAPITAL LLC
	 	 
	 	By: SB Venture Capital Management
                LLC,
                Manager
	 
 	 
 	 
 
	 	By:  	/s/ Scott
                Baily
	 	
                

                Name:
                  Scott Baily

                Title:
                  COO

              
	 	 


      

      
         

        
          	 	 	 
	 	SANDS
                  BROTHERS VENTURE CAPITAL III LLC
	 	 
	 	By: SB Venture Capital Management
                  LLC,
                  Manager
	 
 	 
 	 
 
	 	By:  	/s/ Scott
                  Baily
	 	
                  

                  Name:
                    Scott Baily

                  Title:
                    COO

                
	 	 


        

        
           

          
            	 	 	 
	 	SANDS
                    BROTHERS VENTURE CAPITAL IV LLC
	 	 
	 	By: SB Venture Capital Management
                    LLC,
                    Manager
	 
 	 
 	 
 
	 	By:  	/s/ Scott
                    Baily
	 	
                    

                    Name:
                      Scott Baily

                    Title:
                      COO

                  
	 	 


          

           

        

      

    

    
      
         

      

      
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