OMNIBUS
      AMENDMENT AND WAIVER NO. 2

    


    This
      Omnibus Amendment and Waiver No. 2 (this “Amendment”),
      dated
      as of March 1, 2007, by and between Conversion Services International, Inc.,
      a
      Delaware corporation (the “Company”),
      CSI
      Sub Corp. (DE), a Delaware corporation (“CSI
      Sub”),
      DeLeeuw Associates, Inc., a Delaware corporation (“DeLeeuw”
and,
      together with the Company and CSI Sub, the “Credit
      Parties”
and,
      each a “Credit
      Party”)
      and
      Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”),
      amends (i) that certain Overadvance Side Letter, dated as of February 1, 2006,
      by and among the Credit Parties and Laurus (as amended, modified or supplemented
      from time to time, the “Overadvance
      Side Letter”)
      issued
      in connection with that certain Security Agreement, dated as of February 1,
      2006
      by and among the Credit Parties and Laurus (as amended, modified or supplemented
      from time to time, the “Security
      Agreement”);
      (ii)
      the Common Stock Purchase Warrant, issued by the Company to Laurus as of August
      16, 2004 (as amended, modified or supplemented from time to time, the
“2004 Warrant”)
      and
      (iii) the Option, issued by the Company to Laurus as of February 1, 2006 (as
      amended, modified or supplemented from time to time, the “2006 Option”
and,
      together with the Overadvance Side Letter, the Security Agreement, the 2004
      Warrant and the other Ancillary Agreements (as defined in the Securities
      Agreement), the “Loan
      Documents”).
      Capitalized terms used but not defined herein shall have the meanings given
      them
      in the Security Agreement.

    


    WHEREAS,
      the Credit Parties and Laurus have agreed to make certain changes to the
      Overadvance Side Letter and the Warrants as set forth herein; and

     

    WHEREAS,
      the Credit Parties and Laurus have agreed that the Credit Parties shall repay
      to
      Laurus $2,084,237 of the Overadvance (as defined in the Overadvance Side Letter)
      outstanding as of the date hereof; and

     

     

    WHEREAS,
      the Company wishes to issue to Laurus a warrant in the form of Exhibit
      A
      hereto
      (as amended, modified and/or supplemented from time to time, the “2007
      Warrant”)
      in
      repayment of the remaining $500,000 of the Overadvance outstanding as of the
      date hereof (after giving effect to the Cash Repayment (as defined below)),
      which warrant is exercisable for up to 1,785,714
      shares
      of the Company’s Common Stock (subject to adjustment as set forth therein) upon
      the cashless exercise by the holder thereof for an imputed exercise price of
      $0.01 per share in connection with this Amendment; and

     

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

     

    WHEREAS,
      as of December 29, 2006, CSI Sub Corp. II was dissolved (the “Dissolution”
and
      together with the Mergers, the “Reorganization”).

    


    NOW,
      THEREFORE, in consideration of the above, and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    REPAYMENT
      OF OVERADVANCE; ISSUANCE OF WARRANT.
       

     

    1.    Pursuant
      to the terms and conditions set forth in this Amendment, on the date hereof,
      the
      Company shall repay in full the Overadvance outstanding as of the date hereof
      (i.e. $2,584,237) by (i) remitting to Laurus $2,084,237 via
      wire
      transfer in immediately available funds to an account designated in writing
      by
      Laurus (the “Cash
      Repayment”),
      and
      (ii)
      issuance
      by the Company to Laurus of the 2007 Warrant in the form attached hereto as
Exhibit
      A
      exercisable for up to 1,785,714
      shares
      of Common Stock of the Company (subject to adjustment as set forth therein),
      upon the cashless exercise by the holder thereof for an imputed exercise price
      of $0.01 per share (the “Warrant
      Payment”).
      Upon
      consummation of the Cash Repayment and the Warrant Payment, the Overadvance
      Side
      Letter shall be terminated and shall be of no further force and/or
      effect.

     

    CONSENT;
      ASSUMPTION AND ADOPTION AGREEMENT.
      

     

    2.    As
      of the
      Consent Effective Date, Laurus hereby consents (the “Consent”)
      to the
      Reorganization; provided that on the Consent Effective Date each Credit Party
      shall have executed and delivered to Laurus their respective counterpart
      signatures to the Assumption and Adoption Agreement in the form attached hereto
      as Exhibit
      B.

     

    AMENDMENTS

     

    3.    Amendment
      to 2004 Warrant.
      Effective upon the Waiver Effective Date (as defined in Section 6 below),
      Section 10 of the 2004 Warrant is hereby deleted in its entirety and the
      following new Section 10 inserted in lieu thereof:

     

    “10.    Maximum
      Exercise.
      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 other Ancillary
      Agreement without violating the rules or regulations of the Principal Market
      (the “Exchange
      Cap”),
      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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4.    Amendment
      to 2006 Option.
      Effective upon the Waiver Effective Date (as defined in Section 5 below),
      Section 1.1 of the 2006 Option is hereby deleted in its entirety and the
      following new Section 1.1 inserted in lieu thereof:

     

    “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 Option 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 other Ancillary
      Agreement without violating the rules or regulations of the Principal Market
      (the “Exchange
      Cap”),
      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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5.    The
      Company and Laurus agree that, upon execution of this Amendment by the Company
      and Laurus, the Company will be deemed to have received notice from Laurus
      of
      Laurus’ waiver of the 4.99% conversion limitation set forth in Section 10 of
      each of the Warrants and Option, which waiver shall become effective on the
      75th
      day
      following the date hereof (the “Waiver
      Effective Date”).

     

    MISCELLANEOUS

    


    6.    Effective
      Date.
      This
      Amendment, other than in respect of the Consent, shall be effective (the
“Effective
      Date”)
      on the
      first date upon which (i) each Credit Party and Laurus shall have executed
      and
      the Credit Parties shall have delivered to Laurus their respective counterpart
      signatures to this Amendment. The Consent shall be effective (the “Consent Effective
      Date”)
      on the
      first date upon which (i) the Credit Parties shall have repaid, jointly and
      severally, to Laurus $2,084,237- via wire transfer in immediately available
      funds to an account designated in writing by Laurus to effect the Cash Payment,
      (ii) the Company shall have executed before a witness, witnessed and delivered
      to Laurus the 2007 Warrant to effect the Warrant Payment, and (iii) the Credit
      Parties shall each have executed and delivered to Laurus their respective
      counterpart signatures to the Assumption, Adoption and Consent
      Agreement.

     

    7.    Representations,
      Warranties and Covenants.
      Each
      Credit Party hereby represents and warrants to Laurus that after giving effect
      to this Amendment: (i) on the date hereof, all representations, warranties
      and
      covenants made by such Credit Party in connection with the Loan Documents
      (including, without limitation, in respect of the 2007 Warrant) are true,
      correct and complete; and (ii) on the date hereof, all of each Credit Party’s
      covenant requirements set forth in the Loan Documents have been
      met.

    


    8.    No
      Waiver of Other Defaults.
      Upon
      the occurrence and during the continuance of any further Events of Default
      that
      may occur after date of this Agreement, Laurus may, at its election, exercise
      any rights and remedies authorized by the Loan Documents and/or applicable
      law.
      Laurus’ rights and remedies under the Loan Documents shall be cumulative. Laurus
      shall have all other rights and remedies not inconsistent herewith or therewith
      as provided by law or in equity. No exercise by Laurus of one right or remedy
      shall be deemed an election, and no waiver by Laurus of any Event of Default
      on
      the part of the Company shall be deemed a continuing waiver. No delay by Laurus
      shall constitute a waiver, election, or acquiescence by it. 

     

    9.    Further
      Assurances.
      The
      Company will take such other actions as Laurus may reasonably request from
      time
      to time to accomplish the objectives of this Agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    10.    Registration
      Rights.
      If at
      any time after the date hereof there is not an effective registration statement
      covering the shares of Common Stock of the Company issuable upon exercise of
      the
      2004 Warrant, the 2006 Warrant or the 2007 Warrant (collectively, the
“Shares”)
      and
      the Company shall determine to prepare and file with the Securities and Exchange
      Commission a registration statement relating to an offering for its own account
      or the account of others under the Securities Act of 1933, as amended (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 a stock
      option or other employee benefit plans, then the Company shall include in such
      registration statement all of such Shares, subject to customary underwriter
      cutbacks applicable to all holders of registration rights.
      The
      Company’s registration obligations pursuant to this paragraph shall continue
      until the earlier of: (a) the date when all of the Shares have been sold
      publicly by Laurus pursuant to an effective registration statement; or (b)
      the
      date when all of the Shares may be sold without restriction pursuant to Rule
      144(k) under the Securities Act.

    


    11.    No
      Other Changes.
      Except
      as specifically set forth in this Amendment, there are no other amendments,
      modifications or waivers to the Term Notes or, Purchase Agreements, and all
      of
      the other forms, terms and provisions of the Term Notes and the Purchase
      Agreements remain in full force and effect.

    


    12.    Limited
      References.
      From
      and after the Amendment Effective Date, all references to the Term
      Note, the
      Purchase Agreement, the 2004 Warrant and the 2006 Option shall be deemed to
      be
      references to the Term Note, the Purchase Agreement, the 2004 Warrant and the
      2006 Option as modified hereby.

    


    13.    Governing
      Law; Assignments; Counterparts.
      This
      Amendment shall be binding upon the parties hereto and their respective
      successors and permitted assigns and shall inure to the benefit of and be
      enforceable by each of the parties hereto and their respective successors and
      permitted assigns. THIS
      AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
      THE
      LAW OF THE STATE OF NEW YORK.
      This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which shall constitute one instrument. 

    


     

    [THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      each
      Credit Party and Laurus has caused this Amendment to be signed in its name
      effective as of this 1st day of March, 2007.

     

    
      	 	 	 
	 	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

                      
	 	 


              

               

              
                
                  
                  

                

                
                  6

                  
                    

                  

                

                
                  
                  

                

                 

              

            

          

        

      

    

    EXHIBIT
      A

     

    2007
      WARRANT

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    ASSUMPTION,
      ADOPTION AND CONSENT AGREEMENT

     

    
      
        
        

      

      
        8