CONVERSION
        SERVICES INTERNATIONAL, INC.

      10%
        CONVERTIBLE UNSECURED NOTE

      DUE
        ON DEMAND

       

      
        	$_________	
                June
                  27,
                  2007

              


      

       

      THIS
        NOTE IS ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS
        OF THE
        SECURITIES ACT OF 1933 (THE "ACT") AND QUALIFICATION PROVISIONS OF APPLICABLE
        STATE SECURITIES LAWS. NEITHER IT NOR THE SHARES OF COMMON STOCK INTO WHICH
        IT
        CAN BE CONVERTED CAN BE SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS
        REGISTERED PURSUANT TO THE ACT AND QUALIFIED UNDER APPLICABLE STATE LAW OR,
        IN
        THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO MAKER, AN EXEMPTION THEREFROM
        IS
        AVAILABLE.

      


      FOR
        VALUE
        RECEIVED, the undersigned, Conversion Services International, Inc., a Delaware
        corporation with an address at 100 Eagle Rock Avenue, East Hanover, New Jersey
        07936, ("Maker"), promises to pay to _______________,
        with
        an
        address at c/o ________________________
        ("Payee"),
        on demand,
        or
        sooner as otherwise provided herein (the "Maturity Date"), the principal
        amount
        of _____________
        Dollars
        in
        lawful money of the United States of America (the "Principal”). This Note bears
        interest (the "Interest"), payable on the earlier of the Maturity Date or
        the
        date on which this Note is converted into Maker's common stock as provided
        herein, at the annual rate of ten percent (10%), except as otherwise provided
        herein, until the Principal and all accrued Interest thereon (collectively
        the
“Obligations”) shall be paid in full. This Note is convertible into Maker's
        common stock,
        par
        value $0.001 per share (the "Common Stock"), as set forth below. 

      


      1. Interest;
        Repayment of Principal.
        

      


      Interest
        on the Note will accrue from the most recent date to which Interest has been
        paid or, if no Interest has been paid, from the date of delivery of the Note.
        It
        will be computed on the basis of a 360-day year of twelve 30-day months.
        Maker
        shall repay to Payee the full Principal, ____________Dollars, on the Maturity
        Date plus accrued but unpaid Interest.

      


      2. Method
        of Payment.
        

      


      Maker
        will pay Principal and Interest in money of the United States that at the
        time
        of payment is legal tender for the payment of public and private debts. All
        payments shall be sent to Payee at its address first set forth above or such
        other address as Payee shall notify Maker pursuant to the provisions of
Paragraph
        12
        (g)
        below.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
                               
           Convertible Unsecured Note 

        of
          Conversion
          Services International, Inc. 

        payable
          to
                                                 

        as
          agent
          dated June
          27,
          2007

      

       

      3. Conversion.
        

      


      (a) Conversion
        of Note. Except as provided in Paragraph
        (c)(iii)
        of this
Section
        3
        below,
        by or on the Maturity Date, the Obligations will either be: (1) repaid in
        full
        to the Payee, or (2) converted into Common Stock. The price for conversion
        (the
“Conversion Price”), subject to adjustment as provided in Section
        4
        below,
        shall be $0.30 per share. Maker will not issue a fractional share of Common
        Stock upon conversion but will round any fractional share to the nearest
        share
        so that if the fraction is less than 0.5 no share shall be issued and if
        the
        fraction is 0.5 or higher Maker shall issue one full share. Maker shall pay
        Payee all accrued but unpaid Interest (the “Outstanding Interest”) as of the
        Conversion Date, as defined in Paragraph
        3 (b)
        below,
        as provided in Paragraph
        3(b)
        below.
        The date on which the Maker shall deliver the Common Stock and outstanding
        Interest is herein referred to as the “Conversion Date.” After the Conversion
        Date, this Note shall be void and Payee shall have the sole right to receive
        the
        Common Stock and outstanding Interest

      


      (b) Taxes
        on
        Shares Issued. The issue of stock certificates on conversion of this Note
        shall
        be made without charge to Payee for any tax in respect of such issue. Maker
        shall not, however, be required to pay any tax that may be payable in respect
        of
        any transfer involved in the issue and delivery of Common Stock in any name
        other than that of Payee, and Maker shall not be required to issue or deliver
        any certificates representing such Common Stock unless and until the person
        or
        persons requesting the issue thereof shall have paid to Maker the amount
        of such
        tax or shall have established to the satisfaction of Maker that such tax
        has
        been paid.

      


      (c) Covenants
        of Maker Relating to Conversion. Maker covenants and agrees that, except
        as
        provided in Subparagraphs (i) and (iv) of this Paragraph
        3(c),
        from
        and after the date hereof and until the date of repayment in full of the
        Obligations, or full conversion of the Obligations:

      


      (i) 
        On the
        Conversion Date it shall have, free from preemptive rights, out of its
        authorized but unissued shares, or out of shares held in its treasury,
        sufficient shares to effect the conversion of the Obligations;

      


      (ii) All
        Common Stock that may be issued upon conversion of the Obligations will upon
        issue be validly issued, fully paid and non-assessable, free from all taxes,
        liens and charges with respect to the issue thereof except as provided in
        Paragraph
        3(c)
        above,
        and will not be subject to the preemptive rights of any stockholder of
        Maker;

      


      (iii) If
        any
        Common Stock to be provided for the purpose of conversion of the Obligations
        require registration with or approval of any governmental authority under
        any
        federal or state law before such shares may be validly issued upon conversion,
        Maker will in good faith and as expeditiously as possible attempt to secure
        such
        registration or approval, as the case may be, and Maker's obligation to deliver
        shares of the Common Stock upon conversion of the Obligations shall be abated
        until such registration or approval is obtained; provided,
        however,
        that
        this Note and the Obligations shall remain outstanding unless paid in full
        until
        Maker delivers the Common Stock and the outstanding Interest to Payee and
        in no
        event shall this Note be converted until Maker effects such delivery;
        and

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      
        
                                 
             Convertible Unsecured Note 

          of
            Conversion
            Services International, Inc. 

          payable
            to
                                                 

          as
            agent
            dated June
            27,
            2007

        

         

      

      (iv) If
        on the
        Conversion Date, and thereafter so long as the Common Stock shall be listed
        on
        any securities exchange, market or other quotation system, Maker will, if
        permitted by the rules of such exchange, market or other quotation system,
        list
        and keep listed and for sale so long as the Common Stock shall be so listed
        on
        such exchange, market or other quotation system, upon official notice of
        issuance, all Common Stock issuable upon conversion of the
        Obligations.

       

      4. Adjustment
        in Conversion Price.
        

      


      (a) Adjustments
        for Change in Capital Stock. Except as provided in Paragraph
        4(n)
        below,
        if Maker shall (i) declare a dividend on all its outstanding Common Stock
        in
        shares of its capital stock, (ii) subdivide all its outstanding Common Stock,
        (iii) combine all its outstanding Common Stock into a smaller number of shares,
        or (iv) issue any shares of its capital stock by reclassification of its
        Common
        Stock (including any such reclassification in connection with a consolidation
        or
        merger in which Maker is the continuing corporation), then in each such case
        the
        conversion privilege and the Conversion Price in effect immediately prior
        to
        such action shall be adjusted so that if the Note is thereafter converted, Payee
        may receive the number and kind of shares that it would have owned immediately
        following such action if it had converted the Note immediately prior to such
        action. Such adjustment shall be made successively whenever such an event
        shall
        occur. The adjustment shall become effective immediately after the record
        date
        in the case of a dividend or distribution and immediately after the effective
        date in the case of a subdivision, combination or reclassification. If after
        an
        adjustment Payee upon conversion of this Note may receive shares of two or
        more
        classes of capital stock of Maker, Maker's Board of Directors, in good faith,
        shall determine the allocation of the adjusted Conversion Price between the
        classes of capital stock. After such allocation, the conversion privilege
        and
        Conversion Price of each class of capital stock shall thereafter be subject
        to
        adjustment on terms comparable to those applicable to Common Stock in this
        Section
        4.

      


      (b) Subscription
        Offerings. In case Maker shall issue to all of its existing stockholders
        or
        otherwise grant 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 Current Market Price per share (as defined in
        Paragraph
        4(d)
        below)
        on the record date for the determination of stockholders entitled to receive
        such rights or granting date, as the case may be, then in each such case
        the
        Conversion Price in effect immediately prior to such action (the “Existing
        Conversion Price”) shall be adjusted by multiplying the Existing Conversion
        Price in effect immediately prior to such record or granting date 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 Current Market Price
        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 or granting date; 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 Conversion
        Price
        shall be readjusted after the expiration of such rights, options, or warrants
        (but only to the extent that this Note is not converted after such expiration),
        to the Conversion 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 by Maker's Board of Directors, in good faith. Shares of Common
        Stock
        owned by or held for the account of Maker or any majority-owned subsidiary
        shall
        not be deemed outstanding for the purpose of any such computation. 

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      
        
                                 
             Convertible Unsecured Note 

          of
            Conversion
            Services International, Inc. 

          payable
            to
                                                 

          as
            agent
            dated June
            27,
            2007

        

         

      

      (c) Other
        Rights to Acquire Common Stock. In case Maker 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 for or purchase Common Stock (excluding those referred
        to
        in Paragraph
        4(b)
        above),
        then in each such case the Conversion Price shall be adjusted so that the
        same
        shall equal the price determined by multiplying the Conversion 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(d)
        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 Maker) 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. 

      


      (d) Current
        Market Price. For the purpose of any computation under Paragraphs
        4(b) and
        (c)
        above,
        the "Current Market Price" per share of Common Stock on any date shall be
        deemed
        to be the average of the daily “Closing Price” for the thirty (30) consecutive
        trading days commencing forty five (45) trading days before such date. The
        "Closing Price" for each day shall mean 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 Maker's Board of Directors, shall be used. 

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      
        
                                 
             Convertible Unsecured Note 

          of
            Conversion
            Services International, Inc. 

          payable
            to
                                                 

          as
            agent
            dated June
            27,
            2007

        

         

      

      (e) Action
        to
        Permit Valid Issuance of Common Stock. Before taking any action which would
        cause an adjustment reducing the Conversion Price below the then par value,
        if
        any, of the shares of Common Stock issuable upon conversion of this Note,
        Maker
        will take all corporate action which may, in the opinion of its counsel,
        be
        necessary in order that Maker may validly and legally issue shares of such
        Common Stock at such adjusted Conversion Price. 

      


      (f) Minimum
        Adjustment. No adjustment in the Conversion Price shall be required if such
        adjustment is less than 1% of the then Existing Conversion Price; provided,
        however,
        that
        any adjustments which by reason of this Paragraph
        4(f)
        are not
        required to be made shall be carried forward and taken into account in any
        subsequent adjustment. All calculations under this Section
        4
        shall be
        made to the nearest cent or to the nearest one-hundredth of a share, as the
        case
        may be. Anything to the contrary notwithstanding, Maker shall be entitled
        to
        make such reductions in the Conversion Price, in addition to those required
        by
        this Paragraph
        4(f),
        as it
        in its discretion shall determine to be advisable in order that any stock
        dividends, subdivision of shares, distribution of rights to purchase stock
        or
        securities, or distribution of securities convertible into or exchangeable
        for
        stock hereafter made by Maker to its stockholders shall not be taxable.


      


      (g) Referral
        of Adjustment. In any case in which this Section
        4
        shall
        require that an adjustment in the Conversion Price be made effective as of
        a
        record date for a specified event, if the Note shall have been converted
        after
        such record date Maker may elect to defer until the occurrence of such event
        issuing to Payee the shares, if any, issuable upon such conversion event
        over
        and above the shares, if any, issuable upon such conversion on the basis
        of the
        Conversion Price in effect prior to such adjustment; provided,
        however,
        that
        Maker shall deliver to Payee a due bill or other appropriate instrument
        evidencing Payee's right to receive such additional shares upon the occurrence
        of the event requiring such adjustment. 

      


      (h) Number
        of
        Shares. Upon each adjustment of the Conversion Price as a result of the
        calculations made in Paragraphs
        4(a)
        through
(c)
        above,
        this Note shall thereafter evidence the right to purchase, at the adjusted
        Conversion Price, that number of shares (calculated to the nearest
        one-hundredth) obtained by dividing (i) the product obtained by multiplying
        the
        number of shares issuable upon conversion of this Note prior to adjustment
        of
        the number of shares by the Conversion Price in effect prior to adjustment
        of
        the Conversion Price by (ii) the Conversion Price in effect after such
        adjustment of the Conversion Price. 

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      

        
                                 
             Convertible Unsecured Note 

          of
            Conversion
            Services International, Inc. 

          payable
            to
                                                 

          as
            agent
            dated June
            27,
            2007

        

      

       

      (i) When
        No
        Adjustment Required. No adjustment need be made for a transaction referred
        to in
Paragraphs
        4(a)
        through
(c)
        above if
        Payee is permitted to participate in the transaction on a basis no less
        favorable than any other party and at a level which would preserve Payee's
        percentage equity participation in the Common Stock upon conversion of the
        Note.
        No adjustment need be made for sales of Common Stock pursuant to any Maker
        plan
        for reinvestment of dividends or interest, the granting of options and/or
        the
        exercise of options outstanding under any of Maker's stock option plans,
        the
        exercise of any other of Maker's currently outstanding options, or any currently
        authorized warrants, whether or not outstanding. No adjustment need be made
        for
        a change in the par value of the Common Stock, or from par value to no par
        value. If the Note becomes convertible solely into cash, no adjustment need
        be
        made thereafter. Interest will not accrue on the cash. 

      


      (j) Notice
        of
        Adjustment. Whenever the Conversion Price is adjusted, Maker shall promptly
        mail
        to Payee a notice of the adjustment together with a certificate from Maker's
        Chief Financial Officer briefly stating (i) the facts requiring the adjustment,
        (ii) the adjusted Conversion Price and the manner of computing it, and the
        date
        on which such adjustment becomes effective. The certificate shall be evidence
        that the adjustment is correct, absent manifest error. 

      


      (k) Voluntary
        Reduction. Maker from time to time may reduce the Conversion Price by any
        amount
        for any period of time if the period is at least twenty (20) days and if
        the
        reduction is irrevocable during the period. Whenever the Conversion Price
        is
        reduced, Maker shall mail to Payee a notice of the reduction. Maker shall
        mail
        the notice at least fifteen (15) days before the date the reduced Conversion
        Price takes effect. The notice shall state the reduced Conversion Price and
        the
        period it will be in effect. A reduction of the Conversion Price does not
        change
        or adjust the Conversion Price otherwise in effect for purposes of Paragraphs
        4(a)
        through
(c)
        above.
        Anything to the contrary notwithstanding, this Paragraph
        4(k)
        shall be
        void and of no effect if it violates the rules and/or regulations of any
        exchange on which the Common Stock is then listed for trading. 

      


      (l) Prohibition
        against Certain Reductions of Exercise Price. Anything to the contrary
        notwithstanding, in no event shall the Conversion Price be reduced below
        the par
        value of the Common Stock. 

      


      (m) Notice
        of
        Certain Transactions. If (i) Maker takes any action that would require an
        adjustment in the Conversion Price pursuant to this Section
        4;
        or (ii)
        there is a liquidation or dissolution of Maker, Maker shall mail to Payee
        a
        notice stating the proposed record date for a distribution or effective date
        of
        a reclassification, consolidation, merger, transfer, lease, liquidation or
        dissolution. Maker shall mail the notice at least fifteen (15) days before
        such
        date. Failure to mail the notice or any defect in it shall not affect the
        validity of the transaction. 

      


      (n) Reorganization
        of Company. If Maker and/or the holders of Common Stock are parties to a
        merger,
        consolidation or a transaction in which (i) Maker transfers or leases
        substantially all of its assets; (ii) Maker reclassifies or changes its
        outstanding Common Stock; or (iii) the Common Stock is exchanged for securities,
        cash or other assets; the person who is the transferee or lessee of such
        assets
        or is obligated to deliver such securities, cash or other assets shall assume
        the obligations under this Note. If the issuer of securities deliverable
        upon
        conversion of the Note is an affiliate of the surviving, transferee or lessee
        corporation, that issuer shall join in such assumption. The assumption agreement
        shall provide that the Payee may convert the Obligations into the kind and
        amount of securities, cash or other assets which it would have owned immediately
        after the consolidation, merger, transfer, lease or exchange if it had converted
        the Note immediately before the effective date of the transaction. The
        assumption agreement shall provide for adjustments that shall be as nearly
        equivalent as may be practical to the adjustments provided for in this
Section
        4.
        The
        successor company shall mail to Payee a notice briefly describing the assumption
        agreement. If this Paragraph applies, Paragraph
        4(a)
        above
        does not apply. 

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      
        
                                 
             Convertible Unsecured Note 

          of
            Conversion
            Services International, Inc. 

          payable
            to
                                                 

          as
            agent
            dated June
            27,
            2007

        

      

       

      5. Covenants.
        

      


      Maker
        covenants and agrees that from and after the date hereof and until the date
        of
        repayment in full of the Obligations it shall comply with the following
        conditions:

      


      (i) Maintenance
        of Existence and Conduct of Business. Maker shall, and shall cause each of
        its
        subsidiaries, if
        any,
        to (A)
        do or cause to be done all things necessary to preserve and keep in full
        force
        and effect its legal existence and rights and maintain its property; and
        (B)
        continue to conduct its business so that the business carried on in connection
        therewith may be properly and advantageously conducted at all
        times.

      


      (ii) Books
        and
        Records. Maker shall, and shall cause each of its subsidiaries, if any, to
        keep
        adequate books and records of account with respect to its business
        activities.

      


      (iii) Insurance.
        Maker shall, and shall cause each of its subsidiaries, if any, to maintain
        insurance policies insuring such risks as are customarily insured against
        by
        companies engaged in businesses and/or with property similar to those operated
        and/or owned or leased by Maker or any such subsidiaries, as the case may
        be,
        including but not limited to, insurance policies covering real property
        acceptable to Payee on which Payee is named as an additional insured. All
        such
        policies are to be carried with reputable insurance carriers and shall be
        in
        such amounts as are customarily insured against by companies with similar
        assets
        and properties engaged in a similar business.

      


      (iv) Compliance
        with Law. Maker shall, and shall cause each of its subsidiaries, if any,
        to
        comply in all material respects with all federal, state, local and other
        laws
        and regulations applicable to it or any such subsidiaries, as the case may
        be,
        which, if breached, would have a material adverse effect on Maker's or any
        such
        subsidiaries', as the case may be, business or financial condition.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      
        
                                 
             Convertible Unsecured Note 

          of
            Conversion
            Services International, Inc. 

          payable
            to
                                                 

          as
            agent
            dated June
            27,
            2007

        

         

      

      6. Reorganization
        of Maker.

      


      If
        Maker
        is party to a merger, consolidation or a transaction in which it is not the
        surviving or continuing entity or transfers or leases all or substantially
        all
        of its assets, the person who is the surviving or continuing entity or is
        the
        transferee or lessee of such assets shall assume the terms of this Note and
        the
        Obligations.

      


      7. Representations
        and Warranties of Maker.

      


      Maker
        represents and warrants that (i) it is a corporation duly organized, validly
        existing and in good standing under the laws of Delaware and has all requisite
        power to carry on its business as now conducted and to own its properties
        and
        assets it now owns; (ii) it is duly qualified or licensed to do business
        as a
        foreign corporation in good standing in the jurisdictions in which ownership
        of
        property or the conduct of its business requires such qualification except
        jurisdictions in which the failure to qualify to do business will have no
        material adverse effect on its business, prospects, operations, properties,
        assets or condition (financial or otherwise); (iii) it has full power and
        authority to execute and deliver this Note, and that the execution and delivery
        of this Note will not result in the breach of or default under, with or without
        the giving of notice and/or the passage of time, any other agreement, financial
        instrument, arrangement or indenture to which it is a party or by which it
        may
        be bound, or the violation of any law, statute, rule, decree, judgment or
        regulation binding upon it; (iv) it has filed all reports, schedules, forms,
        statements and other documents required to be filed by it with the Securities
        and Exchange Commission (the “Commission”)
        pursuant to the Securities Act of 1933 (the “Securities Act”) and the Securities
        Exchange Act of 1934 (the “Exchange
        Act”)
        (the
“SEC
        Documents”);
        (v)
        the SEC Documents have complied in all material respects with the requirements
        of the Securities Act or the Exchange Act, as the case may be, and the rules
        and
        regulations of the Commission promulgated thereunder applicable to the SEC
        Documents, and none of the SEC Documents, at the time they were filed with
        the
        Commission, contained any untrue statement of a material fact or omitted
        to
        state a material fact required to be stated therein or necessary in order
        to
        make the statements therein, in light of the circumstances under which they
        were
        made, not misleading; (vi) as of their respective dates, Maker’s financial
        statements included in the SEC Documents complied as to form in all material
        respects with applicable accounting requirements and the published rules
        and
        regulations of the Commission with respect thereto, such financial statements
        have been prepared in accordance with accounting principles generally accepted
        in the United States as in effect from time to time, consistently applied,
        during the periods involved (except (a) as may be otherwise indicated in
        such
        financial statements or the notes thereto, or (b) in the case of unaudited
        interim statements, to the extent they may exclude footnotes or may be condensed
        or summary statements) and fairly present in all material respects the financial
        condition of Maker as of the respective dates thereof and the results of
        its
        operations and cash flows for the respective periods then ended (subject,
        in the
        case of unaudited statements, to normal year-end audit adjustments); (vii)
        except as set forth in the SEC Documents, Maker has not received notification
        from the Commission, the American Stock Exchange and/or any federal or state
        securities bureaus that any investigation (informal or formal), inquiry or
        claim
        is pending, threatened or in process against Maker and/or relating to any
        of
        Maker’s securities; (viii) except as set forth in the SEC Documents, there is no
        action, suit, proceeding, or investigation pending or currently threatened
        against Maker, and (ix) it has taken and will take all acts required, including
        but not limited to authorizing the signatory hereof on its behalf to execute
        this Note, so that upon the execution and delivery of this Note, it shall
        constitute the valid and legally binding obligation of Maker enforceable
        in
        accordance with the terms thereof.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

      

        
                                 
             Convertible Unsecured Note 

          of
            Conversion
            Services International, Inc. 

          payable
            to
                                                 

          as
            agent
            dated June
            27,
            2007

        

      

       

      8. Defaults
        and Remedies.
        

      


      (a) Events
        of
        Default. The occurrence or existence of any one or more of the following
        events
        or conditions (regardless of the reasons therefor) shall constitute an "Event
        of
        Default" hereunder:

      


      (i) Maker
        shall fail to make any payment of Principal or Interest when due and payable
        or
        declared due and payable pursuant to the terms hereof;

      


      (ii) Maker
        shall fail at any time to be in material compliance with any of the covenants
        set forth in Paragraph
        3(d) or
        Section
        5
        of this
        Note, or shall fail at any time to be in material compliance with or neglect
        to
        perform, keep or observe any of the provisions of this
        Note,
        to be
        complied with, performed, kept or observed by Maker and such failure shall
        remain uncured for a period of five (5) days after notice thereof has been
        given
        by Payee to Maker;

      


      (iii) Any
        representation or warranty made in this Note by Maker shall be untrue or
        incorrect in any material respect as of the date when made or deemed
        made;

      


      (iv) Maker
        shall have received a written notice of default related to any material
        agreement to which it is a party, and such act of default shall remain uncured
        after any applicable cure period;

      


      (v) A
        case or
        proceeding shall have been commenced against Maker or any of its subsidiaries,
        if any, (each a “Proceeding
        Company”)
        in a
        court having competent jurisdiction seeking a decree or order in respect
        of a
        Proceeding Company (A) under Title 11 of the United States Code, as now
        constituted or hereafter amended, or any other applicable federal, state
        or
        foreign bankruptcy or other similar law; (B) appointing a custodian, receiver,
        liquidator, assignee, trustee or sequestrator (or similar official) of a
        Proceeding Company, or any of its properties; or (C) ordering the winding-up
        or
        liquidation of the affairs of a Proceeding Company, and such case or proceeding
        shall remain unstayed or undismissed for a period of ten (10) consecutive
        days
        or such court shall enter a decree or order granting the relief sought in
        such
        case or proceeding; or

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

      

        
                                 
             Convertible Unsecured Note 

          of
            Conversion
            Services International, Inc. 

          payable
            to
                                                 

          as
            agent
            dated June
            27,
            2007

        

      

       

      (vi) A
        Proceeding Company shall (A) file a petition seeking relief under Title 11
        of
        the United States Code, as now constituted or hereafter amended, or any other
        applicable federal, state or foreign bankruptcy or other similar law; or
        (B)
        consent to the institution of proceedings thereunder or to the filing of
        any
        such petition or to the appointment of or the taking of possession by a
        custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar
        official) of such Proceeding Company, or any of its properties.

      


      (b) Remedies.
        Upon the occurrence of an Event of Default specified in Paragraph
        8(a)
        above,
        all Obligations then remaining unpaid hereunder shall immediately become
        due and
        payable in full, plus interest on the unpaid portion of the Obligations at
        the
        highest rate permitted by applicable law, without notice to Maker and without
        presentment, demand, protest or notice of protest, all of which are hereby
        waived by Maker together with all reasonable costs and expenses of the
        collection and enforcement of this Note, including reasonable attorney's
        fees
        and expenses, all of which shall be added to the amount due under this Note.
        The
        rights, powers, privileges and remedies of Payee pursuant to the terms hereof
        are cumulative and not exclusive of any other rights, powers, privileges
        and
        remedies which Payee may have under this Note or any other instrument or
        agreement.

      


      9. Acknowledgment
        of Payee's Investment Representations.

      


      By
        accepting this Note, Payee acknowledges that, except as provided in the
        Registration Rights Agreement dated as of the date hereof between Maker and
        Payee, neither this Note nor the Common Stock have been or will be registered
        under the Act or qualified under any state securities laws and that the
        transferability thereof is restricted by the registration provisions of the
        Act
        as well as such state laws. Based upon the representations and agreements
        being
        made by it herein, this Note is being and any Common Stock will be issued
        to it
        pursuant to an exemption from such registration provided by Section 4(2)
        of the
        Act, and applicable state securities law qualification exemptions. Payee
        represents that it (i) is an “Accredited Investor” as that term is defined in
        Rule 501 (a) of Regulation D promulgated under the Act, and (ii) is acquiring
        this Note and will acquire any Common Stock for its own account, for investment
        purposes only and not with a view to resale or other distribution thereof,
        nor
        with the intention of selling, transferring or otherwise disposing of all
        or any
        part of these securities for any particular event or circumstance, except
        selling, transferring or disposing of them only upon full compliance with
        all
        applicable provisions of the Act, the Securities Exchange Act of 1934, the
        Rules
        and Regulations promulgated by the Commission thereunder, and any applicable
        state securities laws. In addition, Payee understands and acknowledges that
        any
        routine sales of these securities made in reliance upon Rule 144 promulgated
        by
        the Commission under the Act can be effected only in the amounts set forth
        in
        and pursuant to the other terms and conditions, including applicable holding
        periods, of that Rule. Payee further understands and agrees that no transfer
        of
        this Note shall be valid unless made in compliance with the restrictions
        set
        forth on the front of this Note, effected on Maker's books by the registered
        holder hereof, in person or by an attorney duly authorized in writing, and
        similarly noted hereon as provided in Paragraph
        12(h)
        below.


       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

      

        
                                 
             Convertible Unsecured Note 

          of
            Conversion
            Services International, Inc. 

          payable
            to
                                                 

          as
            agent
            dated June
            27,
            2007

        

      

       

      10. Limitation
        of Interest Payments.

      


      Nothing
        contained in this Note or in any other agreement between Maker and Payee
        requires Maker to pay or Payee to accept interest in an amount that would
        subject Payee to any penalty or forfeiture under applicable law. In no event
        shall the total of all charges payable hereunder, whether of interest or
        of such
        other charges, which may or might be characterized as interest, exceed the
        maximum rate permitted to be charged under the laws of the States of New
        Jersey,
        New York, Delaware, North Carolina, the United States Virgin Islands or any
        other state or domestic or other jurisdiction in which either Maker or Payee
        may
        be located or may conduct business. Should Payee receive any payment that
        is or
        would be in excess of that permitted to be charged under such laws, such
        payment
        shall have been and shall be deemed to have been made in error and shall
        automatically be applied to reduce the Principal outstanding on this
        Note.

      


      11. Maker’s
        Obligation to Prepay.

      


      If
        at
        anytime prior to the repayment of all of the Obligations Maker shall obtain
        financing
        of at
        least $500,000,
        whether
        in the form of equity or debt, (the “Financing”),
        Maker
        shall notify Payee of the date (the “Closing Date”) on which the Financing is to
        be closed (the “Closing”) no less than fifteen (15) business days prior to the
        Closing Date and shall prepay the Obligations at the Closing to the extent
        of
        the amount of the Financing. 

      


      12. Miscellaneous.

      


      (a) Effect
        of
        Forbearance. No forbearance, indulgence, delay or failure to exercise any
        right
        or remedy by Payee with respect to this Note shall operate as a waiver or
        as an
        acquiescence in any default.

      


      (b) Effect
        of
        Single or Partial Exercise of Right. No single or partial exercise of any
        right
        or remedy by Payee shall preclude any other or further exercise thereof or
        any
        exercise of any other right or remedy by Payee.

      


      (c) Governing
        Law; Waiver of Right to Jury Trial; Venue. This Note shall be construed and
        enforced in accordance with, and the rights of the parties shall be governed
        by,
        the internal laws of the jurisdiction to be determined by Payee applicable
        to
        contracts made and to be performed entirely within such jurisdiction. Maker
        hereby waives all right to trial by jury in any action, suit or proceeding
        brought to enforce or defend any rights or remedies under this Note, and
        agrees
        that any lawsuit brought to enforce or interpret the provisions of this Note
        shall be instituted in state or federal courts, as appropriate, in the
        jurisdiction to be determined by Payee, and Maker further agrees to submit
        to
        the personal jurisdiction of such court and waives
        any objection which it may have, based on improper venue, forum non conveniens
        or sufficiency of contact with the forum state, to the conduct of any proceeding
        in any such court and waives personal service of any and all process upon
        it,
        and consents that all such service of process be made by mail or messenger
        directed to it at the address set forth in Paragraph
        12(g)
        below
        and that service so made shall be deemed to be completed upon the earlier
        of
        actual receipt or three (3) days after the same shall have been posted to
        its
        address. Nothing contained in this Paragraph
        12(c)
        affects
        the right of Payee to serve legal process in any other manner permitted by
        law
        or affects the right of Payee to bring any action or proceeding against
Maker
        or
        its
        property in the courts of any other jurisdiction. 

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      
        
                                 
             Convertible Unsecured Note 

          of
            Conversion
            Services International, Inc. 

          payable
            to
                                                 

          as
            agent
            dated June
            27,
            2007

        

      

       

      (d) Headings.
        The headings and captions of the various sections herein are for convenience
        of
        reference only and shall in no way modify any of the terms or provisions
        of this
        Note.

      


      (e) Loss,
        Theft, Destruction or Mutilation of Note. Upon receipt by Maker of evidence
        reasonably satisfactory to it of loss, theft, destruction or mutilation of
        this
        Note, Maker shall make and deliver or caused to be made and delivered to
        Payee a
        new Note of like tenor in lieu of this Note. 

      


      (f) Modification
        of Note or Waiver of Terms Thereof Relating to Payee. No modification or
        waiver
        of any of the provisions of this Note shall be effective unless in writing
        and
        signed by Payee and then only to the extent set forth in such writing, or
        shall
        any such modification or waiver be applicable except in the specific instance
        for which it is given. This Note may not be discharged orally but only in
        writing duly executed by Payee.

      


      (g) Notice.
        All offers, acceptances, notices, requests, demands and other communications
        under this Note shall be in writing and, except as otherwise provided herein,
        shall be deemed to have been given only when delivered in person, via nationally
        recognized overnight courier service, via facsimile transmission if receipt
        thereof is confirmed by the recipient, or, if mailed, when mailed by certified
        or registered mail prepaid, to the parties at their respective addresses
        first
        set forth above, or at such other address as may be given in writing in future
        by either party to the other. 

      


      (h) Transfer.
        This Note shall be transferable only on the books of Maker upon delivery
        thereof
        duly endorsed by Payee or by its duly authorized attorney or representative,
        or
        accompanied by proper evidence of succession, assignment, or authority to
        transfer. In all cases of transfer by an attorney, executor, administrator,
        guardian, or other legal representative, duly authenticated evidence of his
        authority shall be produced. Upon any registration of transfer, Maker shall
        deliver a new Note or Notes to the person entitled thereto. Notwithstanding
        the
        foregoing, Maker shall have no obligation to cause Notes to be transferred
        on
        its books to any person if, in the opinion of counsel to Maker, such transfer
        does not comply with the provisions of the Act and the rules and regulations
        thereunder.

       

      (i) Successors
        and Assigns. This Note shall be binding upon Maker, its successors, assigns
        and
        transferees, and shall inure to the benefit of and be enforceable by Payee
        and
        its successors and assigns.

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

      (j) Severability.
        If one or more of the provisions or portions of this Note shall be deemed
        by any
        court or quasi-judicial authority to be invalid, illegal or unenforceable
        in any
        respect, the invalidity, illegality or unenforceability of the remaining
        provisions, or portions of provisions contained herein shall not in any way
        be
        affected or impaired thereby.

      


      (k) Gender.
        The use herein of the masculine pronouns or similar terms shall be deemed
        to
        include the feminine and neuter genders as well and the use of the singular
        pronouns shall be deemed to include the plural as well.

      


      IN
        WITNESS WHEREOF, Maker has caused this Note to be executed on its behalf
        by an
        officer thereunto duly authorized as of the date set forth above.

       

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


      

       

      
        
          
          

        

        
          -13-