AMENDMENT
      NO. 1

     

    TO

     

    REGISTRATION
      RIGHTS AGREEMENT 

     

    Amendment
      No. 1 to the Registration
      Rights Agreement (this
      "Agreement") made and entered into as of March 1, 2007, by and between
      Conversion Services International, Inc., a Delaware corporation (the "Company"),
      and TAG
      Virgin Islands, Inc.
      as
      agent (the “Agent”) for the "Holders," as defined in this Agreement. Pursuant to
      the terms of Section 7(f) of the Agreement, the Company and the Holders herewith
      amend the Agreement as follows: 

     

    1.  Section
      1
      of the Agreement is amended to read as follows:

     

    Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Note, the 6/6/07 Note, the 6/27/07 Notes and the Warrants shall have the
      meanings given such terms in the Note, the 6/6/07 Note, the 6/27/07 Note and
      the
      Warrants. As used in this Agreement, the following terms shall have the
      following meanings:

     

    "Commission"
      means
      the Securities and Exchange Commission.

     

    "Common
      Stock"
      means
      shares of the Company's common stock, par value $0.001 per share.

     

    “Conversion
      Price”
means
      the price at which the Note, the
      6/6/07 Note and the 6/27/07 Notes may
      be
      converted into Common Stock as provided in the Note, the 6/6/07 Note and the
      6/27/07 Notes.

     

    “Effective
      Date”
shall
      mean the date the Commission shall declare a Registration Statement
      effective.

     

    "Effectiveness
      Period"
      shall
      have the meaning set forth in Section
      2(a).

     

    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934 and any successor statute.

     

    “Exercise
      Price”
means
      the price at which the Warrants may be exercised to purchase Common Stock as
      provided in the Warrants.

     

    "Filing
      Date"
      means,
      (i) with respect to the Underlying Shares, a Registration Statement required
      to
      be filed on a date no later than 90 days following the date hereof, and (ii)
      with respect to shares of Common Stock issuable to the Holders as a result
      of
      adjustments to the Conversion Price made pursuant to the Note, the 6/6/07 Note
      and the 6/27/07 Note, the Exercise Price made pursuant to the Warrants or
      otherwise, 30 days after the occurrence of such event or the date of the
      adjustment of the Conversion or Exercise Price, as the case may be.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    "Holder"
      or
      "Holders"
      means
      the Note holders, the
      holders of 6/6/07 Note,
      the
      holders of 6/27/07 Notes as set forth in the Schedule
      of 6/27/07 Note Holders
      appended
      hereto as Schedule
      I,
      the
      Warrant holders or any of their affiliates or transferees to the extent any
      of
      them hold Registrable Securities.

     

    "Indemnified
      Party"
      shall
      have the meaning set forth in Section
      5(c).

     

    "Indemnifying
      Party"
      shall
      have the meaning set forth in Section
      5(c).

     

    "Note"
      shall
      have the meaning provided above.

     

    “Person”
means
      an individual, partnership, limited liability company, corporation, joint stock
      company, trust, estate, joint venture, association or unincorporated
      organization, or any other form of business or professional entity.

     

    "Proceeding"
      means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened. 

     

    "Prospectus"
      means
      the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus. 

     

    "Registrable
      Securities"
      means
      the Underlining Shares. 

     

    "Registration
      Statement"
      means
      each registration statement required to be filed hereunder, including the
      Prospectus, amendments and supplements to such registration statement or
      Prospectus, including pre- and post-effective amendments, all exhibits thereto,
      and all material incorporated by reference or deemed to be incorporated by
      reference in such registration statement.

     

    "Rule
      144"
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    "Rule
      415"
      means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    "Rule
      424"
      means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    "Securities
      Act"
      means
      the Securities Act of 1933 and any successor statute.

     

    “6/6/07
      Note”
means
      the 10% Convertible Unsecured Note issued by the Company on June 6, 2007 to
      the
      Agent as agent for the Holders in the principal amount of $250,000, which is
      due
      on Demand.

     

    “6/27/07
      Notes”
means
      the 10% Convertible Unsecured Notes issued by the Company on June 27, 2007
      to
      the Holders set forth on Schedule
      I,
      each in
      the principal amount of $100,000, which are due on Demand.

     

    "Trading
      Market"
      means
      any of the NASD OTCBB, the NASDAQ
      Capital
      Market, the NASDAQ National Market, the American Stock Exchange or the New
      York
      Stock Exchange. 

     

    “Underlying
      Shares”
means
      the shares of Common Stock issuable to the Holders upon conversion of the Note,
      the 6/6/07 Note and the 6/27/07 Note and exercise of the Warrants.

     

    "Warrants"
      means,
      collectively, each Common Stock Purchase Warrant issued by the Company to the
      Holders pursuant to the Note, the 6/6/07 Note and the 6/27/07
      Notes.

     

    Counterparts.
      This
      Amendment No. 1 may be executed in one or more counterparts, including by
      facsimile, each of which shall be deemed an original, but all such counterparts
      together shall constitute but one and the same Amendment No. 1.

     

    Governing
      Law.
      This
      Amendment No. 1 shall be governed by and construed in accordance with the
      internal laws (and not the law of conflicts) of such jurisdiction as shall
      be
      determined by Payee.

    


    Except
      as
      set forth above, the Registration Rights Agreement is not modified, changed
      or
      otherwise amended and remains in full force and effect in accordance with its
      terms as amended herein.

    


    (signature
      page to follow)

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to the
      Registration Rights Agreement as of June 27, 2007.

    


    
      	
              CONVERSION
                SERVICES INTERNATIONAL, INC.

            	 	
              TAG
                VIRGIN ISLANDS, INC.

              as
                agent for the Holders 

            
	 	 	 
	 	 	 
	
              By:

            	
              /s/
                Scott Newman

            	 	
              By:

            	
              /s/
                James Tagliaferri

            
	
              Name:

            	
              Scott
                Newman

            	 	
              Name:

            	
              James
                Tagliaferri

            
	
              Title:

            	
              President

            	 	
              Title:

            	
              President

            
	 	 	 


    

    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    


    SCHEDULE
      I

     

    TO

     

    AMENDMENT
      NO. 1

     

    DATED
      AS OF

    


    JUNE
      27, 2007

     

    TO

     

    REGISTRATION
      RIGHTS AGREEMENT

    


    DATED
      AS OF

    


    MARCH
      1, 2007

    


    SCHEDULE
      OF 6/27/07 NOTE HOLDERS

    


    


    Marital
      Tr U/W Wm Katz

    Non-Marital
      Tr FBO N Jacobowitz

    Kaynes
      tte of L Kaynes Rev Tr

    Non-Marital
      Tr FBO B Smith

     

    
      
         

      

      
        -5-