THIS
          WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
          NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED,
          SOLD OR
          OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
          UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
          COMPANY
          THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

        


        CONVERSION
          SERVICES INTERNATIONAL, INC.

        


        COMMON
          STOCK PURCHASE WARRANT

        


        October
          19, 2007

        


        THIS
          COMMON STOCK PURCHASE WARRANT (this “Warrant”)
          of
          Conversion Services International, Inc., a corporation duly organized and
          validly existing under the laws of the State of Delaware (the “Company”),
          is
          issued to the Holder (as defined below).

        


        FOR
          VALUE
          RECEIVED, the Company hereby certifies that the registered holder hereof
          and its
          successors and assigns, _____________ (the “Holder”)
          is
          entitled to purchase from the Company _________ duly authorized, validly
          issued,
          fully paid and nonassessable shares of common stock of the Company, par
          value
          $0.001 per share (the “Common
          Stock”),
          at a
          purchase price per share equal to $0.22, as may be adjusted to the anti-dilution
          provisions set forth herein (the “Warrant
          Price”).
          The
          person or entity in whose name this Warrant (or one or more predecessor
          Warrants) is registered on the records of the Company regarding registration
          and
          transfers of the Warrant (the “Warrant
          Register”)
          is the
          owner and holder thereof for all purposes, except as described in Section
          11
          hereof.

        


        1. Vesting
          of Warrant.
          This
          Warrant shall vest and become exercisable as of the date hereof.

        


        2.
           Expiration
          of Warrant.
          This
          Warrant shall expire on October 18, 2012 (the “Expiration
          Date”).

        


        3.
           Exercise
          of Warrant.
          This
          Warrant shall be exercisable pursuant to the terms of Section
          1
          and this
Section
          3
          hereof.

        


                    3.1   
          Manner
          of
          Exercise. This Warrant may only be exercised by the Holder hereof, in accordance
          with the terms and conditions hereof, in whole or in part with respect
          to any
          portion of the Warrant, into shares of Common Stock, during normal business
          hours on any day other than a Saturday or a Sunday or a day on which commercial
          banking institutions in New York, New York are authorized by law to be
          closed (a
“Business
          Day”)
          on or
          prior to the Expiration Date with respect to such portion of the Warrant,
          by
          surrender of this Warrant to the Company at its office maintained pursuant
          to
Section
          11.2(a)
          hereof,
          accompanied by an exercise notice in substantially the form attached to
          this
          Warrant as Exhibit
          A
          (or a
          reasonable facsimile thereof) duly executed by the Holder, together with
          the
          payment of the Warrant Price. Anything to the contrary not withstanding,
          at
          any
          time that a Registration Statement under the Securities Act of 1933 (the
          “Act”)
          covering the shares issuable upon exercise of this Warrant is not
          effective,
          the
          Holder shall have the right, at his election exercised in his sole discretion,
          to exercise the Warrant, in whole or in part, and, in lieu of making the
          cash
          payment otherwise contemplated to be made to the Company upon such exercise
          in
          payment of the Exercise Price, elect instead to receive upon such exercise
          the
          "Net Number" of shares of Common Stock determined according to the following
          formula (a "Cashless
          Exercise"):
          

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Net
          Number =   (A x B) - (A x C)

               ---------------------

                                              
          B

         

        For
          purposes of the foregoing formula: 

        


        A
          = the
          total number of shares with respect to which this Warrant is then being
          exercised.

         

        B
          = the
          Closing Sale Price of the Common Stock on the trading day immediately preceding
          the date of the Exercise Notice. 

         

        C
          = the
          Warrant Exercise Price then in effect for the applicable Warrant Shares
          at the
          time of such exercise.

         

                    3.2
  When
          Exercise Effective. Each exercise of this Warrant shall be deemed to have
          been
          effected immediately prior to the close of business on the Business Day
          on which
          this Warrant shall have been surrendered to the Company as provided in
          Section
          3.1
          hereof,
          and, at such time, the corporation, association, partnership, organization,
          business, individual, government or political subdivision thereof or a
          governmental agency (a “Person”
or
          the
“Persons”)
          in
          whose name or names any certificate or certificates for shares of Common
          Stock
          shall be issuable upon exercise as provided in Section
          3.3
          hereof
          shall be deemed to have become the holder or holders of record thereof.
          

        


        3.3
            Delivery
          of Stock Certificates. As soon as practicable after each exercise of this
          Warrant, in whole or in part, and in any event within fifteen (15) 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 hereof or, subject to Section
          10
          hereof,
          as the Holder (upon payment by the Holder of any applicable transfer taxes)
          may
          direct:

        


        (a)
          a
          certificate or certificates (with appropriate restrictive legends, as
          applicable) for the number of duly authorized, validly issued, fully paid
          and
          nonassessable shares of Common Stock to which the Holder shall be entitled
          upon
          exercise plus, in lieu of any fractional share to which the Holder would
          otherwise be entitled, all issuances of Common Stock shall be rounded up
          to the
          nearest whole share.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        (b)
          in
          case exercise is in part only, a new Warrant of like tenor, dated the date
          hereof and calling in the aggregate on the face thereof for the number
          of shares
          of Common Stock equal to the number of shares called for on the face of
          this
          Warrant minus the number of shares designated by the Holder upon exercise
          as
          provided in Section
          3.1
          hereof
          (without giving effect to any adjustment thereof).

        


        3.4   
          Company
          to Reaffirm Obligations. The Company will, at the time of each exercise
          of this
          Warrant, upon the written request of the Holder hereof, acknowledge in
          writing
          its continuing obligation to afford to the Holder all rights (including
          without
          limitation any rights to registration of the shares of Common Stock issued
          upon
          exercise) to which the Holder shall continue to be entitled after exercise
          in
          accordance with the terms of this Warrant; provided,
          however,
          that if
          the Holder shall fail to make a request, the failure shall not affect the
          continuing obligation of the Company to afford the rights to such
          Holder.

        


        4.
           Adjustment
          of Common Stock Issuable Upon Exercise.
          The
          Warrant Price shall be subject to be adjusted and re-adjusted from time
          to time
          as provided in this Section
          4
          and, as
          so adjusted or re-adjusted, shall remain in effect until a further adjustment
          or
          re-adjustment thereof is required by this Section
          4:

        


        4.1
            Stock
          Dividends; Stock Splits. In case the Company at any time or from time to
          time
          after the date hereof shall declare or pay any dividend on the Common Stock
          payable in Common Stock, or shall effect a subdivision of the outstanding
          shares
          of Common Stock into a greater number of shares of Common Stock (by
          reclassification or otherwise than by payment of a dividend in Common Stock),
          then, and in each case, subject to Section
          4.3
          hereof,
          the Warrant Price shall be reduced, concurrently with the dividend or
          subdivision, to a price determined by multiplying the Warrant Price by
          a
          fraction:

        


        (a)
          the
          numerator of which shall be the number of shares of Common Stock outstanding
          immediately prior to the dividend or subdivision; and 

        


        (b)
          the
          denominator of which shall be the number of shares of Common Stock outstanding
          immediately after the dividend or subdivision.

        


           Additional
          shares of Common Stock shall be deemed to have been issued and to be outstanding
          (a) in the case of any dividend, immediately after the close of business
          on the
          record date for the determination of holders of any class of securities
          entitled
          to receive the dividend, or (b) in the case of any subdivision, at the
          close of
          business on the day immediately prior to the day upon which the corporate
          action
          becomes effective. Additional shares of Common Stock deemed to have been
          issued
          pursuant to this Section
          4.1
          shall be
          deemed to have been issued for no consideration.

        


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        4.2  
           Subscription
          Offerings. In case the Company shall issue to stockholders or otherwise
          rights,
          options, or warrants entitling the holders thereof to subscribe for or
          purchase
          Common Stock (or securities convertible into or exchangeable for Common
          Stock)
          at a price per share (or having a conversion price per share, in the case
          of a
          security convertible into or exchangeable for Common Stock) less than the
          lower
          of the then Exercise Price or the Current Market Price per share (as defined
          in
Paragraph
          4.4
          below)
          on the record date for the determination of stockholders entitled to receive
          such rights, or otherwise on the granting date, as the case may be, then
          in each
          such case the Exercise Price shall be adjusted by multiplying the Exercise
          Price
          in effect immediately prior to such record or granting date, as the case
          may be,
          by a fraction, of which the numerator shall be the number of shares of
          Common
          Stock outstanding on such record or granting date plus the number of shares
          of
          Common Stock which the aggregate offering price of the total number of
          shares of
          Common Stock so to be offered (or the aggregate initial conversion price
          of the
          convertible securities so to be offered) would purchase at such Exercise
          Price
          or Current Market Price, as the case may be, and of which the denominator
          shall
          be the number of shares of Common Stock outstanding on such record or granting
          date plus the number of additional shares of Common Stock to be offered
          for
          subscription or purchase (or into which the convertible or exchangeable
          securities so to be offered are initially convertible or exchangeable).
          Such
          adjustment shall become effective at the close of business on such record
          date
          or granting date, as the case may be; provided,
          however,
          that,
          to the extent the shares of Common Stock (or securities convertible into
          or
          exchangeable for shares of Common Stock) are not delivered, the Exercise
          Price
          shall be readjusted after the expiration of such rights, options, or warrants
          (but only to the extent that the Warrants are not exercised after such
          expiration), to the Exercise Price which would then be in effect had the
          adjustments made upon the issuance of such rights or warrants been made
          upon the
          basis of delivery of only the number of shares of Common Stock (or securities
          convertible into or exchangeable for shares of Common Stock) actually issued.
          In
          case any subscription price may be paid in a consideration part or all
          of which
          shall be in a form other than cash, the value of such consideration shall
          be as
          determined in good faith by the Company's Board of Directors. Shares of
          Common
          Stock owned by or held for the account of the Company or any majority-owned
          subsidiary shall not be deemed outstanding for the purpose of any such
          computation. 

        


        4.3   
          Other
          Rights to Acquire Common Stock. In case the Company shall distribute to
          all
          holders of its Common Stock evidences of its indebtedness or assets (excluding
          cash dividends or distributions paid from retained earnings of Maker) or
          rights
          or warrants to subscribe or purchase Common stock (excluding those referred
          to
          in Paragraph
          4.2
          above),
          then in each such case the Exercise Price shall be adjusted so that the
          same
          shall equal the price determined by multiplying the Exercise Price in effect
          immediately prior to the date of such distribution by a fraction of which
          the
          numerator shall be the Current Market Price per share (as defined in
Paragraph
          4.4
          below)
          of the Common Stock on the Record Date mentioned below less the then fair
          market
          value (as determined in good faith by the Board of Directors of the Company)
          of
          the portion of the assets or evidences of indebtedness so distributed or
          of such
          rights or warrants applicable to one share of Common Stock, and the denominator
          shall be the Current Market Price per share of the Common Stock. Such adjustment
          shall become effective immediately after the Record Date for the determination
          of shareholders entitled to receive such distribution. 

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        4.4   
          For
          the
          purpose of any computation under Paragraph
          4.2 and 3
          of this
Section
          4,
          the
          Current Market Price per share of Common Stock on any date shall be deemed
          to be
          the average of the daily closing prices for the 30 consecutive trading
          days
          commencing 45 trading days before such date. The closing price for each
          day
          shall be the last reported sales price regular way or, in case no such
          reported
          sale takes place on such day, the closing bid price regular way, in either
          case
          on the principal national securities exchange on which the Common Stock
          is
          listed or admitted to trading or, if the Common Stock is not listed or
          admitted
          to trading on any national securities exchange, the highest reported bid
          price
          as furnished by the National Association of Securities Dealers, Inc. through
          NASDAQ or similar organization if NASDAQ is no longer reporting such
          information, or by the Pink Sheets, LLC or similar organization if the
          Common
          Stock is not then quoted on an inter-dealer quotation system. If on any
          such
          date the Common Stock is not quoted by any such organization, the fair
          value of
          the Common Stock on such date, as determined in good faith by the Company's
          Board of Directors, shall be used.

        


        4.5   
          Adjustments
          for Combinations. In case the outstanding shares of Common Stock shall
          be
          combined or consolidated, by reclassification or otherwise, into a lesser
          number
          of shares of Common Stock, the Warrant Price in effect immediately prior
          to the
          combination or consolidation shall, concurrently with the effectiveness
          of such
          combination or consolidation, be proportionately increased. Adjustment
          under
          this Section
          4.5
          shall
          become effective at the close of business on the day immediately prior
          to the
          day upon which the corporate action becomes effective.

        


        4.6   
          Minimum
          Adjustment of Warrant Price. If the amount of any adjustment of the Warrant
          Price required pursuant to this Section
          4
          would be
          less than one percent (1%) of the Warrant Price in effect at the time of
          the
          adjustment is otherwise so required to be made, the amount shall be carried
          forward and adjustment with respect thereto made at the time of and together
          with any subsequent adjustment which, together with the amount and any
          other
          amount or amounts so carried forward, shall aggregate at least one percent
          (1%)
          of the Warrant Price.

        


        5.  Adjustments
          for Consolidation, Merger, Sale of Assets or Reorganization.
          In case
          the Company after the date hereof (a) shall consolidate with or merge into
          any
          other Person and shall not be the continuing or surviving corporation following
          the consolidation or merger, or (b) shall permit any other Person to consolidate
          with or merge into the Company and the Company shall be the continuing
          or
          surviving Person but, in connection with the consolidation or merger, the
          Common
          Stock shall be changed into or exchanged for stock or other securities
          of any
          other Person or cash or any other property, or (c) shall transfer all or
          substantially all of its properties or assets to any other Person, or (d)
          shall
          effect a capital reorganization or reclassification of the Common Stock,
          then,
          and in the case of each such transaction, proper provision shall be made
          so
          that, upon the basis and the terms and in the manner provided in this Warrant,
          the Holder, upon the exercise hereof at any time after the consummation
          of the
          transaction, shall be entitled to receive (at the aggregate Warrant Price
          in
          effect at the time of such consummation for all Common Stock issuable upon
          exercise immediately prior to the consummation), in lieu of the Common
          Stock
          issuable upon exercise prior to the consummation, the greatest amount of
          securities, cash or other property to which the Holder would actually have
          been
          entitled as a stockholder upon such consummation if the Holder had exercised
          the
          rights represented by this Warrant immediately prior thereto, subject to
          adjustments (subsequent to the consummation) as nearly equivalent as possible
          to
          the adjustments provided for in Sections
          4
          and
5
          hereof.

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        6.
           No
          Dilution or Impairment.

        


        6.1   
          The
          Company will not, by amendment of its certificate of incorporation or through
          any consolidation, merger, reorganization, transfer of assets, dissolution,
          issue or sale of securities or any other voluntary action, avoid or seek
          to
          avoid the observance or performance of any of the terms of this Warrant,
          but
          will at all times in good faith assist in the carrying out of all of the
          terms
          and in the taking of all actions necessary or appropriate in order to protect
          the rights of the Holder. Without limiting the generality of the foregoing,
          the
          Company (a) will not permit the par value of any shares of Common Stock
          receivable upon the exercise of this Warrant to exceed the amount payable
          therefor upon exercise, (b) will take all actions necessary or appropriate
          in
          order that the Company may validly and legally issue fully paid and
          nonassessable shares of Common Stock on the exercise of the Warrant and
          (c) will
          not take any action which results in any adjustment of the Warrant Price
          if the
          total number of shares of Common Stock issuable after the action upon the
          exercise of the Warrant would exceed the total number of shares of Common
          Stock
          then authorized by the Company's certificate of incorporation and available
          for
          the purpose of issuance upon exercise.

        


        6.2   
          The
          Company acknowledges that its obligation to issue shares of Common Stock
          issuable upon exercise of this Warrant is binding upon it and enforceable
          regardless of the dilution that such issuance may have on the ownership
          interests of other stockholders.

        


        7.
           Chief
          Financial Officer’s Report as to Adjustments.
          In the
          case of any adjustment or re-adjustment in the shares of Common Stock issuable
          upon the exercise of this Warrant, the Company at its expense will promptly
          compute the adjustment or re-adjustment in accordance with the terms of
          this
          Warrant and cause its Chief Financial Officer to certify the computation
          (other
          than any computation of the fair value of property as determined in good
          faith
          by the Board of Directors of the Company) and prepare a report setting
          forth the
          adjustment or re-adjustment and showing in reasonable detail the method
          of
          calculation thereof and the facts upon which the adjustment or re-adjustment
          is
          based, including a statement of (a) the number of shares of Common Stock
          outstanding or deemed to be outstanding and (b) the Warrant Price in effect
          immediately prior to the deemed issuance or sale and as adjusted and re-adjusted
          (if required by Section
          4
          hereof)
          on account thereof. The Company will forthwith mail a copy of each report
          to
          each holder of a Warrant and will, upon the written request at any time
          of any
          holder of a Warrant, furnish to the holder a like report setting forth
          the
          Warrant Price at the time in effect and showing in reasonable detail how
          it was
          calculated. The Company will also keep copies of all reports at its office
          maintained pursuant to Section
          11.2(a)
          hereof
          and will cause them to be available for inspection at the office during
          normal
          business hours upon reasonable notice by any holder of a Warrant or any
          prospective purchaser of a Warrant designated by the holder
          thereof.

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        8. Reservation
          of Shares.
          The
          Company shall at all times reserve and keep available out of its authorized
          but
          unissued shares of Common Stock, free from all taxes, liens and charges
          with
          respect to the issue thereof and not be subject to preemptive rights or
          other
          similar rights of stockholders of the Company, solely for the purpose of
          effecting the exercise of this Warrant, such number of its shares of Common
          Stock as shall from time to time be sufficient to effect the exercise thereof,
          and if at any time the number of authorized but unissued shares of Common
          Stock
          shall not be sufficient to effect the exercise of this Warrant, in addition
          to
          such other remedies as shall be available to Holder, the Company will take
          such
          corporate action as may, in the opinion of its counsel, be necessary to
          increase
          the number of authorized but unissued shares of Common Stock to such number
          of
          shares as shall be sufficient for such purposes, including without limitation,
          using its best efforts to obtain the requisite stockholder approval necessary
          to
          increase the number of authorized shares of the Company’s Common Stock. All
          shares of Common Stock issuable upon exercise of the Warrant shall be duly
          authorized and, when issued upon exercise, shall be validly issued and,
          in the
          case of shares, fully paid and nonassessable.

        


        9. Listing.
          The
          Company shall at all times comply in all respects with the Company’s reporting,
          filing and other obligations under the by-laws or rules of the upon each
          national securities exchange or automated quotation system upon which shares
          of
          Common Stock are then listed and shall list the shares issuable upon the
          exercise of this Warrant on such national securities exchange.

        


        10.
           Restrictions
          on Transfer.

        


        10.1   
          Restrictive
          Legends. This Warrant and each Warrant issued upon transfer or in substitution
          for this Warrant pursuant to Section
          11,
          each
          certificate for Common Stock issued upon the exercise of any Warrant and
          each
          certificate issued upon the transfer of any such Common Stock shall be
          transferable only upon satisfaction of the conditions specified in this
          Section
          10.
          Each of
          the foregoing securities shall be stamped or otherwise imprinted with a
          legend
          reflecting the restrictions on transfer set forth in Section
          10
          hereof
          and any restrictions required under the Act.

        


        10.2   
          Notice
          of
          Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities
          that are not registered under an effective registration statement under
          the Act
          (“Restricted
          Securities”),
          the
          Holder will give written notice to the Company of the Holder's intention
          to
          affect a transfer and to comply in all other respects with this Section
          10.2.
          Each
          notice (a) shall describe the manner and circumstances of the proposed
          transfer,
          and (b) shall designate counsel for the Holder giving the notice (who may
          be
          in-house counsel for the Holder). The Holder giving notice will submit
          a copy
          thereof to the counsel designated in the notice. The following provisions
          shall
          then apply:

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        (i)
          If in
          the opinion of counsel for the Holder reasonably satisfactory to the Company
          the
          proposed transfer (i.e. private sale of Restricted Securities) may be effected
          without registration of Restricted Securities under the Act (which opinion
          shall
          state the basis of the legal conclusions reached therein), the Holder shall
          thereupon be entitled to transfer the Restricted Securities in accordance
          with
          the terms of the notice delivered by the Holder to the Company. Each certificate
          representing the Restricted Securities issued upon or in connection with
          any
          transfer shall bear the restrictive legends required by Section
          10.1
          hereof.

        


        (ii)
          If
          the opinion called for in (i) above is not delivered, the Holder shall
          not be
          entitled to transfer the Restricted Securities until either (x) receipt
          by the
          Company of a further notice from such Holder pursuant to the foregoing
          provisions of this Section
          10.2
          and
          fulfillment of the provisions of clause (i) above, or (y) such Restricted
          Securities have been effectively registered under the Act.

         

        10.3   
          Termination
          of Restrictions. The restrictions imposed by this Section
          10
          upon the
          transferability of Restricted Securities shall cease and terminate as to
          any
          particular Restricted Securities: (a) which Restricted Securities shall
          have
          been effectively registered under the Act, or (b) when, in the opinions
          of both
          counsel for the holder thereof and counsel for the Company, which opinion
          shall
          not be unreasonably withheld, such restrictions are no longer required
          in order
          to insure compliance with the Act or Section
          10
          hereof.
          Whenever such restrictions shall cease and terminate as to any Restricted
          Securities, the Holder thereof shall be entitled to receive from the Company,
          without expense (other than applicable transfer taxes, if any), new securities
          of like tenor not bearing the applicable legends required by Section
          10.1
          hereof.

        


        11.
           Ownership,
          Transfer and Substitution of Warrant.

        


        11.1   
          Ownership
          of Warrant. The Company may treat the person in whose name this Warrant
          is
          registered to in the Warrant Register maintained pursuant to Section
          11.2(b)
          hereof
          as the owner and holder thereof for all purposes, notwithstanding any notice
          to
          the contrary, except that, if and when any Warrant is properly assigned
          by a
          notice in substantially the form attached to this Warrant as Exhibit
          C
          (or a
          reasonable facsimile thereof) duly executed by the Holder in blank, the
          Company
          shall treat the bearer thereof as the owner of such Warrant for all purposes,
          notwithstanding any notice to the contrary. Subject to Section
          10
          hereof,
          this Warrant, if properly assigned, may be exercised by a new holder without
          a
          new Warrant first having been issued.

        


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        11.2   
          Office;
          Transfer and Exchange of Warrant.

        


        (a)
          The
          Company will maintain an office (which may be an agency maintained at a
          bank) at
          100 Eagle Rock Avenue, East Hanover, New Jersey 07936 (until the Company
          notifies the Holder of any change of location of the office) where notices,
          presentations and demands in respect of this Warrant may be made upon
          it.

        


        (b)
          The
          Company shall cause to be kept at its office maintained pursuant to Section
          11.2(a)
          hereof a
          Warrant Register for the registration and transfer of the Warrant. The
          names and
          addresses of holders of the Warrant, the transfers thereof and the names
          and
          addresses of transferees of the Warrant shall be registered in such Warrant
          Register. The Person in whose name any Warrant shall be so registered shall
          be
          deemed and treated as the owner and holder thereof for all purposes of
          this
          Warrant, and the Company shall not be affected by any notice or knowledge
          to the
          contrary.

        


        (c)
          Upon
          the surrender of this Warrant, properly endorsed, for registration of transfer
          or for exchange at the office of the Company maintained pursuant to Section
          11.2(a)
          hereof,
          the Company at its expense will (subject to compliance with Section
          10
          hereof,
          if applicable) execute and deliver to or upon the order of the Holder thereof
          a
          new Warrant of like tenor, in the name of such holder or as such holder
          (upon
          payment by such holder of any applicable transfer taxes) may direct, calling
          in
          the aggregate on the face thereof for the number of shares of Common Stock
          called for on the face of the Warrant so surrendered.

        


        11.3   
          Replacement
          of Warrant. Upon receipt of evidence reasonably satisfactory to the Company
          of
          the loss, theft, destruction or mutilation of the Warrant and, in the case
          of
          any such loss, theft or destruction of the Warrant, upon delivery of indemnity
          reasonably satisfactory to the Company in form and amount or, in the case
          of any
          mutilation, upon surrender of the Warrant for cancellation at the office
          of the
          Company maintained pursuant to Section
          11.2(a)
          hereof,
          the Company at its expense will execute and deliver, in lieu thereof, a
          new
          Warrant of like tenor and dated the date hereof.

        


        12.
           No
          Rights or Liabilities as Stockholder.
          Except
          as
          may otherwise be provided herein, no Holder shall be entitled to vote or
          receive
          dividends or be deemed the holder of any shares of Common Stock or any
          other
          securities of the Company which may at any time be issuable on the exercise
          hereof for any purpose, nor shall anything contained herein be construed
          to
          confer upon the Holder, as such, any of the rights of a stockholder of
          the
          Company or any right to vote for the election of directors or upon any
          matter
          submitted to stockholders at any meeting thereof, or to give or withhold
          consent
          to any corporate action (whether upon any recapitalization, issuance of
          stock,
          reclassification of stock, change of par value, consolidation, merger,
          conveyance, or otherwise) or to receive notice of meetings, or to receive
          dividends or subscription rights or otherwise until the Warrant shall have
          been
          exercised and the shares of Common Stock purchasable upon the exercise
          hereof
          shall have become deliverable, as provided herein. The Holder will not
          be
          entitled to share in the assets of the Company in the event of liquidation,
          dissolution or the winding up of the Company.

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        13.
           Notices.
          Any
          notice or other communication in connection with this Warrant shall be
          deemed to
          be given if in writing (or in the form of a facsimile) addressed as hereinafter
          provided and actually delivered at such address: (a) if to any Holder,
          at the
          registered address of such holder as set forth in the Warrant Register
          kept at
          the office of the Company maintained pursuant to Section
          11.2(a)
          hereof,
          or (b)
          if to
          the Company, to the attention of its Chief Financial Officer at its office
          maintained pursuant to Section
          11.2(a)
          hereof;
provided,
          however,
          that
          the exercise of any Warrant shall be effective in the manner provided in
          Section
          3
          hereof.

        


        14. Payment
          of Taxes.
          The
          Company will pay all documentary stamp taxes attributable to the issuance
          of
          shares of Common Stock underlying this Warrant upon exercise of this Warrant;
          provided,
          however,
          that
          the Company shall not be required to pay any tax which may be payable in
          respect
          of any transfer involved in the registration of any certificate for shares
          of
          Common Stock underlying this Warrant in a name other that of the Holder.
          The
          Holder is responsible for all other tax liability that may arise as a result
          of
          holding or transferring this Warrant or receiving shares of Common Stock
          underlying this Warrant upon exercise hereof.

        


        15. Warrant
          Agent.
          The
          Company shall serve as warrant agent under this Warrant. Upon thirty (30)
          days
          notice to the Holder, the Company may appoint a new warrant agent. Any
          corporation into which the Company or any new warrant agent may be merged
          or any
          corporation resulting from any consolidation to which the Company or any
          new
          warrant agent shall be a party or any corporation to which the Company
          or any
          new warrant agent transfers substantially all of its corporate trust or
          stockholders services business shall be successor warrant agent under this
          Warrant without any further act. Any such successor warrant agent shall
          promptly
          cause notice of its succession as warrant agent to be mailed (by first
          class
          mail, postage prepaid) to the Holder at the Holder’s last address as shown on
          the Warrant Register.

        


        16. 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 the change, waiver, discharge or termination is sought. This Warrant
          shall be
          construed and enforced in accordance with and governed by the laws of the
          State
          of Delaware. The section headings in this Warrant are for purposes of
          convenience only and shall not constitute a part hereof.

        


        IN
          WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant
          to be
          duly executed as of the date first above written.

        
          	 	 	 
	 	CONVERSION
                  SERVICES INTERNATIONAL, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Name:
 Scott
                  Newman
	 	Title:
                   President
                  and Chief Executive Officer 


        

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

        
EXHIBIT
          A

        


        FORM
          OF
          EXERCISE NOTICE

        


        [To
          be
          executed only upon conversion of Warrant]

        


        


        To
          CONVERSION SERVICES INTERNATIONAL, INC.:

        


        The
          undersigned registered holder of the within Warrant hereby irrevocably
          exercises
          the Warrant pursuant to Section
          3.1
          of the
          Warrant with respect to __________(1) shares of the Common Stock, at an
          exercise
          price per share of Common Stock of $____, which the holder would be entitled
          to
          receive upon the cash exercise hereof, and requests that the certificates
          for
          the shares be issued in the name of, and delivered to, whose address
          is:

        


        

          
            	
                    Dated:
                      _______________

                  	 
	 	 
	 	 
	 	
                    ________________________________________

                  
	 	
                    Print
                      or Type Name

                  
	 	 
	 	
                    ________________________________________

                  
	 	
                    (Signature
                      must conform in all respects to name of 

                  
	 	
                    holder
                      as specified on the face of Warrant)

                  
	 	 
	
                     

                  	
                    ________________________________________

                  
	
                     

                  	
                    (Street
                      Address)

                  
	 	 
	
                     

                  	
                    ________________________________________

                  
	
                     

                  	
                    (City)         (State)     (Zip
                      Code)

                  


          

        

        
 

        _______________________

        (1)
          Insert here the number of shares called for on the face of this Warrant
          (or, in
          the case of a partial exercise, the portion thereof as to which this Warrant
          is
          being exercised), in either case without making any adjustment of shares
          of
          Common Stock or any other stock or other securities or property or cash
          which,
          pursuant to the adjustment provisions of this Warrant, may be delivered
          upon
          exercise. In the case of a partial exercise, a new Warrant or Warrants
          will be
          issued and delivered, representing the unconverted portion of the Warrant,
          to
          the holder surrendering the Warrant.

      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
         

        EXHIBIT
          C


        FORM
          OF
          ASSIGNMENT

        


        [To
          be
          executed only upon transfer of Warrant]

        


        For
          value
          received, the undersigned registered holder of the within Warrant hereby
          sells,
          assigns and transfers unto _____________________ the right represented
          by the
          Warrant to purchase __________(1) shares of Common Stock of CONVERSION
          SERVICES
          INTERNATIONAL, INC. to which the Warrant relates, and appoints
          _____________________ Attorney to make such transfer on the books of CONVERSION
          SERVICES INTERNATIONAL, INC. maintained for the purpose, with full power
          of
          substitution in the premises.

        


        

          
            	
                    Dated:

                  	________________________________________
	
                     

                  	
                    (Signature
                      must conform in all respects 

                  
	
                     

                  	
                    to
                      name of holder as specified on the

                  
	
                     

                  	
                    face
                      of Warrant)

                  
	 	 
	
                     

                  	
                    ________________________________________

                  
	
                     

                  	
                    (Street
                      Address)

                  
	 	 
	
                     

                  	
                    ________________________________________

                  
	
                     

                  	
                    (City)     (State)     (Zip
                      Code)

                  
	 	 
	
                    Signed
                      in the presence of:

                  	 
	 	 
	
                     

                  	
                    ________________________________________

                  
	
                     

                  	
                    (Signature
                      of Transferee)

                  
	 	 
	
                     

                  	
                    ________________________________________

                  
	
                     

                  	
                    (Street
                      Address)

                  
	 	 
	
                     

                  	
                    ________________________________________

                  
	
                     

                  	
                    (City)     (State)     (Zip
                      Code)

                  
	
                    Signed
                      in the presence of:

                  	 


          

        

         

         

        _______________________

        (1)
          Insert here the number of shares called for on the face of this Warrant
          (or, in
          the case of a partial exercise, the portion thereof as to which this Warrant
          is
          being exercised), in either case without making any adjustment of shares
          of
          Common Stock or any other stock or other securities or property or cash
          which,
          pursuant to the adjustment provisions of this Warrant, may be delivered
          upon
          exercise. In the case of a partial exercise, a new Warrant or Warrants
          will be
          issued and delivered, representing the unexercised portion of the Warrant,
          to
          the holder surrendering the Warrant.

         

        
          
            
            

          

          
            12