ASSUMPTION,
      ADOPTION AND CONSENT AGREEMENT

     

    THIS
      ASSUMPTION, ADOPTION AND CONSENT AGREEMENT (this “Agreement”) is entered into as
      of March 1, 2007 by and among CONVERSION SERVICES INTERNATIONAL, INC., a
      Delaware corporation (“CSI”), CSI SUB CORP. (DE), a Delaware corporation (“CSI
      Sub”), DELEEUW ASSOCIATES, INC.., a Delaware corporation (“DeLeeuw”) and LAURUS
      MASTER FUND, LTD. (“Laurus”).

     

    BACKGROUND

     

    CSI,
      CSI
      Sub, DeLeeuw, McKnight Associates, Inc. (“McKnight”), Integrated Strategies,
      Inc. (“Integrated”), CSI Sub Corp. II (“CSI Sub II” and, together with CSI, CSI
      Sub, DeLeeuw, McKnight, Integrated and CSI Sub Corp II, each a “Company” and
      collectively, the “Companies”) and Laurus are parties to a Security Agreement
      dated as of February 1, 2006 (as amended, restated, supplemented or otherwise
      modified from time to time, the “Security Agreement”) pursuant to which Laurus
      provides the Companies with certain financial accommodations. 

     

    McKnight
      has been merged as of December 29, 2006 with and into CSI Sub with CSI Sub
      as
      the surviving corporation (the “McKnight Merger”) and Integrated has been merged
      as of December 29, 2006 with and into DeLeeuw with DeLeeuw as the surviving
      corporation (the “Integrated Merger” and together with the McKnight Merger, the
“Mergers”).

     

    NOW,
      THEREFORE, in consideration of any loan or advance or grant of credit heretofore
      or hereafter made to or for the account of McKnight, Integrated, CSI Sub and/or
      DeLeeuw by Laurus, and for other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, the parties hereto hereby
      agree as follows:

     

    1.    Definitions.
      All capitalized terms not otherwise defined herein shall have the meanings
      given
      to them in the Security Agreement.

     

    2.    Assumption
      and Adoption. CSI Sub hereby confirms that, upon completion of the McKnight
      Merger, it will have fully assumed the obligations to pay, discharge, satisfy,
      and perform all Obligations of McKnight under the Security Agreement and all
      obligations, indebtedness and liabilities of McKnight to Laurus under the
      Ancillary Agreements. CSI Sub hereby adopts all of the provisions, terms and
      conditions contained in the Security Agreement and the Ancillary Agreements.
      All
      references in the Security Agreement and the Ancillary Agreements to McKnight
      shall be deemed to mean to include CSI Sub. DeLeeuw hereby confirms that, upon
      completion of the Integrated Merger, it will have fully assumed the obligations
      to pay, discharge, satisfy, and perform all Obligations of Integrated under
      the
      Security Agreement and all obligations, indebtedness and liabilities of
      Integrated to Laurus under the Ancillary Agreements. DeLeeuw hereby adopts
      all
      of the provisions, terms and conditions contained in the Security Agreement
      and
      the Ancillary Agreements. All references in the Security Agreement and the
      Ancillary Agreements to Integrated shall be deemed to mean to include DeLeeuw.
      From and after the Effective Date, the Security Agreement and the Ancillary
      Agreements shall, where the context and circumstances so require, refer to
      the
      Security Agreement and the Ancillary Agreements as amended, supplemented,
      restated or otherwise modified herein. Without limiting the generality of the
      foregoing, in order to secure the prompt payment and performance of the
      Obligations, each of CSI, CSI Sub and DeLeeuw hereby (a) acknowledges, agrees
      and confirms that Laurus shall continue to have a security interest in the
      Collateral heretofore granted to Laurus under the Security Agreement and the
      Ancillary Agreements and (b) reaffirms its pledge, assignment, hypothecation,
      transfer and grant of a security interest to Laurus in all of the
      Collateral.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.    Consent.
      Laurus hereby consents to the Mergers upon the terms and conditions set forth
      in
      this Agreement. 

     

    4.    Conditions
      Precedent. This Agreement shall become effective as of December 29, 2006
      (the “Effective Date”) on the Business Day on which Laurus shall have received
      this Agreement duly executed by CSI, CSI Sub and DeLeeuw.

     

    5.    Representations,
      Warranties and Covenants. Except as expressly provided herein, all of the
      representations, warranties, terms, covenants and conditions contained in the
      Security Agreement and the Ancillary Agreements shall remain unamended and
      shall
      continue to be and shall remain in full force and effect in accordance with
      their respective terms. The consent set forth herein shall be limited precisely
      as provided for herein and shall not be deemed a waiver or modification of,
      or
      an amendment to, any other term or provision of the Security Agreement and
      the
      Ancillary Agreements.

     

    6.    Effect
      on the Security Agreement.

     

    (a)    Upon
      the
      effectiveness of this Agreement, each reference in the Security Agreement to
      “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall
      mean and be a reference to the Security Agreement as amended
      hereby.

     

    (b)    Except
      as
      expressly amended herein, the Security Agreement and all Ancillary Agreements
      shall remain in full force and effect, and are hereby ratified and
      confirmed.

     

    (c)    The
      execution, delivery and effectiveness of this Agreement shall not operate as
      a
      waiver of any right, power or remedy of Laurus, nor constitute a waiver of
      any
      provision of the Security Agreement, any Ancillary Agreement or any other
      documents, instruments or agreements executed and/or delivered under or in
      connection therewith.

     

    7.    Governing
      Law. This Agreement shall be binding upon and inure to the benefit of the
      parties hereto and their respective successors and assigns and shall be governed
      by and construed in accordance with the laws of the State of New
      York.

     

    
      
        
        

      

      
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    8.    Headings.
      Section headings in this Agreement are included herein for convenience of
      reference only and shall not constitute a part of this Agreement for any other
      purpose.

     

    9.    Counterparts;
      Facsimile. This Agreement may be executed by the parties hereto in one or
      more counterparts, each of which shall be deemed an original and all of which
      when taken together shall constitute one and the same agreement. Any signature
      delivered by a party by facsimile transmission shall be deemed to be an original
      signature hereto.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Agreement has been duly executed as of the day and year
      first written above.

     

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

              

              Name:
                Scott Newman 

              Title:
                President and CEO

            
	 	 


    

     

    
      	 	 	 
	 	CSI
              SUB CORP.
              (DE)
	 
 	 
 	 
 
	 	By:  	/s/ Scott
              Newman
	 	
              
                

              

              Name:
                Scott Newman 

              Title:
                President and CEO

            
	 	 


    

    
       

      
        	 	 	 
	 	DELEEUW
                ASSOCIATES, INC. 
	 
 	 
 	 
 
	 	By:  	/s/ Scott
                Newman
	 	
                
                  

                

                Name:
                  Scott Newman 

                Title:
                  President and CEO

              
	 	 


      

      
         

        
          	 	 	 
	 	LAURUS
                  MASTER
                  FUND, LTD.
	 
 	 
 	 
 
	 	By:  	/s/ David
                  Grin
	 	
                  
                    

                  

                  Name:
                    David Grin

                  Title:
                    Director