FIRST AMENDMENT TO

                   AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

      THIS FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT is
made and entered into as of this 28th day of January, 2005, by and among
ClearStory Systems, Inc. (f/k/a/Insci Corp.), a Delaware corporation (the
"Company"), SCP Private Equity Partners II, L.P., a Delaware limited liability
partnership ("SCP"), CSSMK, LLC, a Massachusetts limited liability company
("CSSMK"), Selway Partners, LLC ("Selway") and CIP Capital, L.P. ("CIP" and SCP,
CSSMK, CIP and Selway collectively, the "Parties").

                                    RECITALS

      WHEREAS, SCP, CSSMK, CIP and the Company entered into a Series C
Convertible Preferred Stock Purchase Agreement of even date pursuant to which
SCP, CSSMK and CIP agreed to purchase an aggregate of 386,678 shares (which may
be increased by 51,557 shares pursuant to the terms of the Series C Convertible
Stock Purchase Agreement) of Series C Convertible Preferred Stock, par value
$.01 per share ("Series C Preferred Stock") for an aggregate purchase price of
$750,000 (which may be increased by $100,000 pursuant to the terms of the Series
C Convertible Stock Purchase Agreement); and

      WHEREAS, on March 31, 2004 the Parties and the Company entered into an
Amended and Restated Stockholders Agreement (the "Stockholders Agreement") to
set forth their respective rights with respect to the Series C Preferred Shares;
and

      WHEREAS, the Company and the Parties wish to enter into this Amendment
("Agreement"); and

      NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

      1. AMENDMENT OF SECTION 8.7. Section 8.7 of the Stockholders Agreement is
amended to read in its entirety as follows:

            " "8.7 SERIES C PREFERRED SHARES" means all shares of the Company's
            Series C Preferred Stock owned by a Stockholder, regardless of when
            such shares may have been acquired."

      2. NO OTHER CHANGES. Subject only to the foregoing amendment to Section
8.7., the Stockholders Agreement shall continue in full force and effect in
accordance with its terms,
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this FIRST AMENDMENT
TO AMENDED AND RESTATED STOCKHOLDERS Agreement as of the date above written.

COMPANY:                              SCP PRIVATE EQUITY PARTNERS II, L.P.

CLEARSTORY SYSYEMS, INC.              BY: SCP PRIVATE EQUITY II GENERAL PARTNER,
                                      L.P., ITS GENERAL PARTNER

By: /s/ Henry F. Nelson               BY: SCP PRIVATE EQUITY II, LLC
    -------------------
Name: Henry F. Nelson
Title: Chief Executive Officer        BY: /s/ Winston J. Churchill
                                          ------------------------
                                          Name: Winston J. Churchill
                                          Title: a manager


                                      SELWAY PARTNERS, LLC


                                      By: /s/ Yaron Eitan
                                          ---------------
                                      Name: Yaron Eitan


                                      CIP CAPITAL, L.P.
                                      BY: CIP CAPITAL MANAGEMENT, INC., ITS
                                      GENERAL PARTNER


                                      By: /s/ Edward J. Carey
                                          -------------------
                                      Name: Edward J. Carey


                                      CSSMK, LLC


                                      By: /s/ Henry F. Nelson
                                          -------------------
                                      Name: Henry F. Nelson
                                      Title: Manager