REGISTRATION
      RIGHTS AGREEMENT 

     

    This
      Registration Rights Agreement (this "Agreement") is made and entered into as
      of
      September 4, 2007, by and between Conversion Services International, Inc.,
      a
      Delaware corporation (the "Company"),
      and
TAG
      Virgin Islands, Inc.,
      with an
      address at The
      Tunick Building,
      1336
      Beltjen Road, Suite 202, St. Thomas, USVI 00802 as agent for the purchasers
      listed on the Schedule
      of Purchasers
      appended
      hereto as Schedule
      I 
      (the
“Purchasers”).

     

    This
      Agreement is made pursuant to the Stock Purchase Agreement, dated as of the
      date
      hereof, by and between the Purchasers and the Company (as amended, modified
      or
      supplemented from time to time, the “Purchase
      Agreement”).The
      Company and the Purchasers hereby agree as follows: 

     

    1.  Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement shall have the meanings given such terms in the Purchase
      Agreement. 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.

     

    “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.

     

    "Filing
      Date"
      means,
      (i) with respect to the initial Registration Statement required to be filed
      hereunder, a date no later than 120 days following the date hereof and (ii)
      with
      respect to shares of Common Stock issuable to the Holder as a result of
      adjustments to the Exercise Price made pursuant to the Warrants or otherwise,
      30
      days after the occurrence such event or the date of the adjustment of the
      Exercise Price, as the case may be. 

     

     

    "Holder"
      or
      "Holders"
      means
      the Purchaser or any of his 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).

     

    “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. 

     

    "Purchase
      Agreement"
      shall
      have the meaning provided above.

     

    "Registrable
      Securities"
      means
      the Shares and the shares of Common Stock issuable upon the exercise of the
      Warrants. 

     

    "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. 

     

    "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.

     

    “Shares”
means
      the 1,140,000 shares of Common Stock purchased by the Purchasers pursuant to
      the
      terms of the Purchase Agreement.

     

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

     

    “Warrants”
means,
      collectively, each Common Stock Purchase Warrant issued by the Company to the
      Purchasers pursuant to the Purchase Agreement to the extent such Common Stock
      Purchase Warrant is exercisable into shares of Common Stock and such shares
      of
      Common Stock are not otherwise subject to an effective Registration Statement.
      

     

    
      
        
        

      

      
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    2.  Registration.

    

      (a)    
        On
        or
        prior to the Filing Date the Company shall prepare and file with the Commission
        a Registration Statement covering the Registrable Securities for an offering
        to
        be made on a continuous basis pursuant to Rule 415. The Company shall cause
        the
        Registration Statement to become effective and remain effective as provided
        herein. The Company shall use its best efforts to cause the Registration
        Statement to be declared effective under the Securities Act as promptly as
        possible after the filing thereof. The Company shall use its best efforts
        to
        keep the Registration Statement continuously effective under the Securities
        Act
        until the date which is the earlier of when (i) all Registrable Securities
        have
        been sold or (ii) all Registrable
        Securities
        may be
        sold immediately without registration under the Securities Act and without
        volume restrictions pursuant to Rule 144(k), as determined by the counsel
        to the
        Company pursuant to a written opinion letter to such effect, addressed and
        acceptable to the Company's transfer agent and the affected Holders (the
        "Effectiveness
        Period").

      (b)    
        Within
        three business days after the Effective Date of a Registration Statement,
        the
        Company shall cause its counsel to issue a blanket opinion in the form attached
        hereto as Exhibit
        A,
        to its
        transfer agent stating that the Registrable Securities are subject to an
        effective registration statement and can be reissued free of restrictive
        legend
        upon notice of a sale by a Purchaser and confirmation by such Purchaser that
        he
        has complied with the prospectus delivery requirements, provided that the
        Company has not advised the transfer agent orally or in writing that the
        opinion
        has been withdrawn. Copies of the blanket opinion required by this Section
        2(b)
        shall be
        delivered to each Purchaser within the time period set forth
        above.

    

     

    3.  Registration
      Procedures.
      If and
      whenever the Company is required by the provisions hereof to effect the
      registration of any Registrable Securities under the Securities Act, the Company
      will use its best efforts to within 90 days after the date hereof: 

    

      (a)    
        prepare
        and file with the Commission the Registration Statement with respect to such
        Registrable Securities, respond as promptly as possible to any comments received
        from the Commission, and use its best efforts to cause the Registration
        Statement to become and remain effective for the Effectiveness Period with
        respect thereto, and promptly provide to each Purchaser copies of all filings
        and Commission letters of comment relating thereto;

       

      (b)    
        prepare
        and file with the Commission such amendments and supplements to the Registration
        Statement and the Prospectus used in connection therewith as may be necessary
        to
        comply with the provisions of the Securities Act with respect to the disposition
        of all Registrable Securities covered by the Registration Statement and to
        keep
        such Registration Statement effective until the expiration of the Effectiveness
        Period;

       

      (c)    
        furnish
        to each Purchaser such number of copies of the Registration Statement and
        the
        Prospectus included therein (including each preliminary Prospectus) as such
        Purchaser reasonably may request to facilitate the public sale or disposition
        of
        the Registrable Securities covered by the Registration Statement;

       

    

    
      
        
        

      

      
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      (d)    
        use
        its
        commercially reasonable efforts to register or qualify each Purchaser’s
        Registrable Securities covered by the Registration Statement under the
        securities or "blue sky" laws of such jurisdictions within the United States
        as
        such Purchaser may reasonably request; provided,
        however,
        that
        the Company shall not for any such purpose be required to qualify generally
        to
        transact business as a foreign corporation in any jurisdiction where it is
        not
        so qualified or to consent to general service of process in any such
        jurisdiction;

       

      (e)    
        list
        the
        Registrable Securities covered by the Registration Statement with any securities
        exchange on which the Common Stock of the Company is then listed; 

       

      (f)    
        immediately
        notify each Purchaser at any time when a Prospectus relating thereto is required
        to be delivered under the Securities Act, of the happening of any event of
        which
        the Company has knowledge as a result of which the Prospectus contained in
        such
        Registration Statement, as then in effect, includes an untrue statement of
        a
        material fact or omits to state a material fact required to be stated therein
        or
        necessary to make the statements therein not misleading in light of the
        circumstances then existing; and

       

      (g)    
        make
        available for inspection by each Purchaser and any attorney, accountant or
        other
        agent retained by such Purchaser, all publicly available, non-confidential
        financial and other records, pertinent corporate documents and properties
        of the
        Company, and cause the Company's officers, directors and employees to supply
        all
        publicly available, non-confidential information reasonably requested by
        the
        attorney, accountant or agent of such Purchaser.

      

        4.    
          Registration
          Expenses.
          All
          expenses relating to the Company's compliance with Sections
          2
          and
3
          hereof,
          including, without limitation, all registration and filing fees, printing
          expenses, fees and disbursements of counsel and independent public accountants
          for the Company, fees and expenses (including reasonable counsel fees)
          incurred
          in connection with complying with state securities or "blue sky" laws,
          fees of
          the NASD, transfer taxes, fees of transfer agents and registrars, fees
          of, and
          disbursements incurred by, one counsel for the Holders (to the extent such
          counsel is required due to Company's failure to meet any of its obligations
          hereunder), are called "Registration Expenses." All selling commissions
          applicable to the sale of Registrable Securities, including any fees and
          disbursements of any special counsel to the Holders beyond those included
          in
          Registration Expenses, are called "Selling Expenses." The Company shall
          only be
          responsible for all Registration Expenses.

      

       

    

    5.  Indemnification.

    

      (a)    
        In
        the
        event of a registration of any Registrable Securities under the Securities
        Act
        pursuant to this Agreement, the Company will indemnify and hold harmless
        each
        Purchaser, and his officers, directors, trustees and each other Person, if
        any,
        who controls such Purchaser within the meaning of the Securities Act, against
        any losses, claims, damages or liabilities, joint or several, to which such
        Purchaser, or such Persons may become subject under the Securities Act or
        otherwise, insofar as such losses, claims, damages or liabilities (or actions
        in
        respect thereof) arise out of or are based upon any untrue statement or alleged
        untrue statement of any material fact contained in any Registration Statement
        under which such Registrable Securities were registered under the Securities
        Act
        pursuant to this Agreement, any preliminary Prospectus which has been printed
        and distributed (i.e.
        a “red
        herring Prospectus”) or final Prospectus related thereto, or any amendment or
        supplement thereof, or arise out of or are based upon the
        omission or alleged omission to state therein a material fact required to
        be
        stated therein or necessary to make the statements therein not
        misleading,
        and
        will reimburse such Purchaser, and each such Person for any reasonable legal
        or
        other expenses incurred by them in connection with investigating or defending
        any such loss, claim, damage, liability or action; provided,
        however,
        that
        the Company will not be liable in any such case if and to the extent that
        any
        such loss, claim, damage or liability arises out of or is based upon an untrue
        statement or alleged untrue statement or omission or alleged omission so
        made in
        conformity with information furnished by or on behalf of such Purchaser or
        any
        such Person in writing specifically for use in any such
        document.

    

     

    
      
        
        

      

      
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      (b)    
        In the event of a registration of the Registrable Securities under the
        Securities Act pursuant to this Agreement, each Purchaser will indemnify
        and
        hold harmless the Company, and its officers, directors and each other Person,
        if
        any, who controls the Company within the meaning of the Securities Act, against
        all losses, claims, damages or liabilities, joint or several, to which the
        Company or such Persons may become subject under the Securities Act or
        otherwise, insofar as such losses, claims, damages or liabilities (or actions
        in
        respect thereof) arise out of or are based upon any untrue statement or alleged
        untrue statement of any material fact which was furnished in writing by such
        Purchaser to the Company expressly for use in (and such information is contained
        in) the Registration Statement under which such Registrable Securities were
        registered under the Securities Act pursuant to this Agreement, any preliminary
        Prospectus or final Prospectus contained therein, or any amendment or supplement
        thereof, or arise out of or are based upon the omission or alleged omission
        to
        state therein a material fact required to be stated therein or necessary
        to make
        the statements therein not misleading, and will reimburse the Company and
        each
        such Person for any reasonable legal or other expenses incurred by them in
        connection with investigating or defending any such loss, claim, damage,
        liability or action: provided,
        however,
        that
        such Purchaser will be liable in any such case if and only to the extent
        that
        any such loss, claim, damage or liability arises out of or is based upon
        an
        untrue statement or alleged untrue statement or omission or alleged omission
        so
        made in conformity with information furnished in writing to the Company by
        or on
        behalf of such Purchaser specifically for use in any such document.
        Notwithstanding the provisions of this paragraph, no Purchaser shall be required
        to indemnify any Person or entity in excess of the amount of the aggregate
        net
        proceeds received by such Purchaser in respect of Registrable Securities
        in
        connection with any such registration under the Securities
        Act.

    

    

      (c)    
        Promptly
        after receipt by a party entitled to claim indemnification hereunder (an
        "Indemnified
        Party")
        of
        notice of the commencement of any action, such Indemnified Party shall, if
        a
        claim for indemnification in respect thereof is to be made against a party
        hereto obligated to indemnify such Indemnified Party (an "Indemnifying
        Party"),
        notify the Indemnifying Party in writing thereof, but the omission so to
        notify
        the Indemnifying Party shall not relieve it from any liability which it may
        have
        to such Indemnified Party other than under this Section
        5(c)
        and
        shall only relieve it from any liability which it may have to such Indemnified
        Party under this Section
        5(c)
        if and
        to the extent the Indemnifying Party is prejudiced by such omission. In case
        any
        such action shall be brought against any Indemnified Party and he/it shall
        notify the Indemnifying Party of the commencement thereof, the Indemnifying
        Party shall be entitled to participate in and, to the extent it shall wish,
        to
        assume and undertake the defense thereof with counsel satisfactory to such
        Indemnified Party, and, after notice from the Indemnifying Party to such
        Indemnified Party of its election so to assume and undertake the defense
        thereof, the Indemnifying Party shall not be liable to such Indemnified Party
        under this Section
        5(c)
        for any
        legal expenses subsequently incurred by such Indemnified Party in connection
        with the defense thereof. If the Indemnified Party shall thereafter retain
        its
        own counsel, then the Indemnified Party shall pay all fees, costs and expenses
        of such counsel: provided,
        however,
        that,
        if the defendants in any such action include both the indemnified party and
        the
        Indemnifying Party and the Indemnified
        Party
        shall
        have reasonably concluded that there may be reasonable defenses available
        to
        such Indemnified Party which are different from or additional to those available
        to the Indemnifying Party or if the interests of the Indemnified Party
        reasonably may be deemed to conflict with the interests of the Indemnifying
        Party, the Indemnified Party shall have the right to select one separate
        counsel
        and to assume such legal defenses and otherwise to participate in the defense
        of
        such action, with the reasonable expenses and fees of such separate counsel
        and
        other expenses related to such participation to be reimbursed by the
        Indemnifying Party as incurred. 

       

      (d)    
        In
        order
        to provide for just and equitable contribution in the event of joint liability
        under the Securities Act in any case in which either (i) a Purchaser, or
        any
        officer, director, controlling Person or other affiliate of such Purchaser,
        makes a claim for indemnification pursuant to this Section
        5
        but it
        is judicially determined (by the entry of a final judgment or decree by a
        court
        of competent jurisdiction and the expiration of time to appeal or the denial
        of
        the last right of appeal) that such indemnification may not be enforced in
        such
        case notwithstanding the fact that this Section
        5
        provides
        for indemnification in such case, or (ii) contribution under the Securities
        Act
        may be required on the part of such Purchaser or such officer, director,
        controlling Person or other affiliate of such Purchaser in circumstances
        for
        which indemnification is provided under this Section
        5;
        then,
        and in each such case, the Company and such Purchaser will contribute to
        the
        aggregate losses, claims, damages or liabilities to which they may be subject
        (after contribution from others) in such proportion so that such Purchaser
        is
        responsible only for the portion represented by the percentage that the public
        offering price of his securities offered by the Registration Statement bears
        to
        the public offering price of all securities offered by such Registration
        Statement; provided,
        however,
        that,
        in any such case, (A) such Purchaser will not be required to contribute any
        amount in excess of the public offering price of all such securities offered
        by
        him pursuant to such Registration Statement; and (B) no Person guilty of
        fraudulent misrepresentation (within the meaning of Section 10(f) of the
        Act)
        will be entitled to contribution from any Person who was not guilty of such
        fraudulent misrepresentation.

       

    

    
      
        
        

      

      
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    6.  Representations
      and Warranties.
      The
      Company represents and warrants to each Purchaser that:

    

      (a)    
        The
        Common Stock of the Company is registered pursuant to Section 12(b) or 12(g)
        of
        the Exchange Act and the Company has filed all proxy statements, reports,
        schedules, forms, statements and other documents required to be filed by
        it
        under the Securities Act and the Exchange Act (the “SEC
        Documents”).
        The
        Company filed: (i) its Annual Report on Form 10-K for its fiscal year ended
        December 31, 2006, (ii) its Quarterly Report on Form 10-Q for its fiscal
        quarter
        ended June 30, 2007, and (iii) the Form 8-K filings which it has made during
        the
        fiscal year 2006 and 2007 to date (collectively, the "SEC
        Reports").
        Each
        SEC Report was, at the time of its filing, in substantial compliance with
        the
        requirements of its respective form and none of the SEC Reports contain any
        untrue statement of a material fact or omit to state a material fact required
        to
        be stated therein or necessary to make the statements therein not misleading
        in
        light of the circumstances when made. To the best of the Company’s knowledge,
        the financial statements of the Company included in the SEC Reports comply
        as to
        form in all material respects with applicable accounting requirements and
        the
        published rules and regulations of the Commission or other applicable rules
        and
        regulations with respect thereto. Such financial statements have been prepared
        in accordance with generally accepted accounting principles ("GAAP")
        applied on a consistent basis during the periods involved (except (i) as
        may be
        otherwise indicated in such financial statements or the notes thereto or
        (ii) in
        the case of unaudited interim statements, to the extent they may not include
        footnotes or may be condensed) and fairly present in all material respects
        the
        financial condition, the results of operations and the cash flows of the
        Company
        and its subsidiaries, on a consolidated basis, as of, and for, the periods
        presented in each such SEC Report. The Company is eligible to use a Registration
        Statement on Form S-3 to register the Registrable Securities.

       

      (b)    
        The
        Common Stock is listed for trading on the American Stock Exchange and currently
        satisfies all requirements for the continuation of such listing. The Company
        has
        not received any notice that its Common Stock will be delisted from the American
        Stock Exchange (except for prior notices which have been fully
        remedied).

       

      (c)    
        Neither
        the Company, nor any of its affiliates, nor any Person acting on its or their
        behalf, has directly or indirectly made any offers or sales of any security
        or
        solicited any offers to buy any security under circumstances that would cause
        the offering of the Securities pursuant to the Purchase Agreement to be
        integrated with prior offerings by the Company for purposes of the Securities
        Act which would prevent the Company from selling the Common Stock pursuant
        to
        Rule 506 under the Securities Act, or any applicable exchange-related
        stockholder approval provisions, nor will the Company or any of its affiliates
        or subsidiaries take any action or steps that would cause the offering of
        such
        Securities to be integrated with other offerings.

    

     

    
      
        
        

      

      
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      (d)    
        The
        Shares and the Warrants and the shares of Common Stock that each Purchaser
        may
        acquire pursuant to the exercise of the Warrants are all restricted securities
        under the Securities Act as of the date of this Agreement. The Company will
        not
        issue any stop transfer order or other order impeding the sale and delivery
        of
        any of the Registrable Securities at such time as such Registrable Securities
        are registered for public sale or an exemption from registration is available,
        except as required by federal or state securities laws.

      (e)    
        The
        Company understands the nature of the Registrable Securities issuable upon
        exercise of the Warrants and recognizes that the issuance of such Registrable
        Securities may have a potential dilutive effect. The Company specifically
        acknowledges that its obligation to issue the Registrable Securities is binding
        upon the Company and enforceable regardless of the dilution such issuance
        may
        have on the ownership interests of other shareholders of the
        Company.

      (f)    
        Except
        for agreements made in the ordinary course of business, there is no agreement
        that has not been filed with the Commission as an exhibit to a registration
        statement or to a form required to be filed by the Company under the Exchange
        Act, the breach of which could reasonably be expected to have a material
        and
        adverse effect on the Company and its subsidiaries, or would prohibit or
        otherwise interfere with the ability of the Company to enter into and perform
        any of its obligations under this Agreement in any material
        respect.

      (g)    
        The
        Company will at all times have authorized and reserved a sufficient number
        of
        shares of Common Stock for the full exercise of the Warrants.

    

     

    7.  Miscellaneous.

    

      (a)    
        Remedies.
        In the
        event of a breach by the Company or by a Holder, of any of their respective
        obligations under this Agreement, each Holder or the Company, as the case
        may
        be, in addition to being entitled to exercise all rights granted by law and
        under this Agreement, including recovery of damages, will be entitled to
        specific performance of its rights under this Agreement. 

       

      (b)    
        No
        Piggyback on Registrations.
        Except
        as and to the extent specified in Schedule
        7(b)
        hereto,
        neither the Company nor any of its security holders (other than the Holders
        in
        such capacity pursuant hereto) may include securities of the Company in any
        Registration Statement other than the Registrable Securities, and the Company
        shall not after the date hereof enter into any agreement providing any such
        right for inclusion of shares in the Registration Statement to any of its
        security holders. Except as and to the extent specified in Schedule
        7(b)
        hereto,
        the Company has not previously entered into any agreement granting any
        registration rights with respect to any of its securities to any Person that
        have not been fully satisfied. 

       

      (c)    
        Compliance.
        Each
        Holder covenants and agrees that such Holder will comply with the prospectus
        delivery requirements of the Securities Act as applicable to it in connection
        with sales of Registrable Securities pursuant to the Registration
        Statement.

       

    

    
      
        
        

      

      
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      (d)    
        Discontinued
        Disposition.
        Each
        Holder agrees by such Holder’s acquisition of such Registrable Securities that,
        upon receipt of a notice from the Company of the occurrence of a Discontinuation
        Event (as defined below), such Holder will forthwith discontinue disposition
        of
        such Registrable Securities under the applicable Registration Statement until
        such Holder's receipt of the copies of the supplemented Prospectus and/or
        amended Registration Statement or until such Holder is advised in writing
        (the
        "Advice")
        by the
        Company that the use of the applicable Prospectus may be resumed, and, in
        either
        case, has received copies of any additional or supplemental filings that
        are
        incorporated or deemed to be incorporated by reference in such Prospectus
        or
        Registration Statement. The Company may provide appropriate stop orders to
        enforce the provisions of this paragraph. For purposes of this Section
        7(d),
        a
        "Discontinuation
        Event"
        shall
        mean (i) when the Commission notifies the Company whether there will be a
        "review" of such Registration Statement and whenever the Commission comments
        in
        writing on such Registration Statement (the Company shall provide true and
        complete copies thereof and all written responses thereto to each of the
        Holders); (ii) any request by the Commission or any other federal or state
        governmental authority for amendments or supplements to such Registration
        Statement or Prospectus or for additional information; (iii) the issuance
        by the
        Commission of any stop order suspending the effectiveness of such Registration
        Statement covering any or all of the Registrable Securities or the initiation
        of
        any Proceedings for that purpose; (iv) the receipt by the Company of any
        notification with respect to the suspension of the qualification or exemption
        from qualification of any of the Registrable Securities for sale in any
        jurisdiction, or the initiation or threatening of any Proceeding for such
        purpose; and/or (v) the occurrence of any event or passage of time that makes
        the financial statements included in such Registration Statement ineligible
        for
        inclusion therein or any statement made in such Registration Statement or
        Prospectus or any document incorporated or deemed to be incorporated therein
        by
        reference untrue in any material respect or that requires any revisions to
        such
        Registration Statement, Prospectus or other documents so that, in the case
        of
        such Registration Statement or Prospectus, as the case may be, it will not
        contain any untrue statement of a material fact or omit to state any material
        fact required to be stated therein or necessary to make the statements therein,
        in light of the circumstances under which they were made, not
        misleading.

       

      (e)    
        Piggy-Back
        Registrations.
        If at
        any time during the Effectiveness Period there is not an effective Registration
        Statement covering all of the Registrable Securities and the Company shall
        determine to prepare and file with the Commission a registration statement
        relating to an offering for its own account or the account of others under
        the
        Securities Act of any of its equity securities, other than on Form S-4 or
        Form
        S-8 (each as promulgated under the Securities Act) or their then equivalents
        relating to equity securities to be issued solely in connection with any
        acquisition of any entity or business or equity securities issuable in
        connection with stock option or other employee benefit plans, then the Company
        shall send to each Holder written notice of such determination and, if within
        15
        days after receipt of such notice, any such Holder shall so request in writing,
        the Company shall include in such registration statement all or any part
        of such
        Registrable Securities such Holder requests to be registered to the extent
        the
        Company may do so without violating registration rights of others which exist
        as
        of the date of this Agreement, subject to customary underwriter cutbacks
        applicable to all holders of registration rights and subject to obtaining
        any
        required consent of any selling stockholder(s) to such inclusion under such
        registration statement.

    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    

      (f)    
        Amendments
        and Waivers.
        The
        provisions of this Agreement, including the provisions of this sentence,
        may not
        be amended, modified or supplemented, and waivers or consents to departures
        from
        the provisions hereof may not be given, unless the same shall be in writing
        and
        signed by the Company and the Holders of the then outstanding Registrable
        Securities. Notwithstanding the foregoing, a waiver or consent to depart
        from
        the provisions hereof with respect to a matter that relates exclusively to
        the
        rights of certain Holders and that does not directly or indirectly affect
        the
        rights of other Holders may be given by Holders of at least a majority of
        the
        Registrable Securities to which such waiver or consent relates; provided,
        however,
        that
        the provisions of this sentence may not be amended, modified, or supplemented
        except in accordance with the provisions of the immediately preceding
        sentence.

       

      (g)    
        Notices.
        Any
        notice or request hereunder may be given to the Company or the Purchasers
        at the
        respective addresses set forth below or as may hereafter be specified in
        a
        notice designated as a change of address under this Section
        7(g).
        Any
        notice or request hereunder shall be given by pre-paid registered or certified
        mail, return receipt requested, hand delivery, overnight mail, Federal Express
        or other national overnight next day carrier (collectively, "Courier") or
        telecopy (confirmed by mail). Notices and requests shall be, in the case
        of
        those by hand delivery, deemed to have been given when delivered to any party
        to
        whom it is addressed, in the case of those by mail or overnight mail, deemed
        to
        have been given three business days after the date when deposited in the
        mail or
        with the overnight mail carrier, in the case of a Courier, the next business
        day
        following timely delivery of the package with the Courier, and, in the case
        of a
        telecopy, when confirmed. The address for such notices and communications
        shall
        be as follows:

      

        
          	
                  If
                    to the Company:

                	
                  Conversion
                    Services International, Inc. 

                
	
                	
                  100
                    Eagle Rock Avenue

                
	
                   

                	
                  East
                    Hanover, New Jersey 07936

                
	
                   

                	
                  
                    Attention: 
                      Chief
                      Financial Officer

                  

                
	
                	
                  
                    Facsimile:   973-581-7113

                  

                
	 	 
	
                  If
                    to the Purchasers:

                	
                  TAG
                    Virgin Islands, Inc.

                
	
                   

                	The
                  Tunick Building
	
                	1336
                  Beltjen Road
	
                	Suite
                  202
	
                	St.
                  Thomas, USVI 00802
	
                	
                  
                    Attn: 
                      James
                      Tagliaferri, President 

                  

                
	 	 
	
                	
                  With
                    a copy to:

                
	 	 
	
                	
                  Barry
                    Feiner, Esq.

                
	
                	
                  170
                    Harrison Avenue

                
	
                	
                  Harrison,
                    New York 10528

                
	
                   

                	 
	
                  If
                    to any other Person who is

                  then
                    the registered Holder:

                	
                  
                    To
                      the address of such Holder as it appears 

                    in
                      the stock transfer books of the
                      Company

                  

                


        

      

       

    

    
      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

    

     

    or
      such
      Person may designate such other address as in writing hereafter in accordance
      with this Section 7(g).

    

      (h)    
        Successors
        and Assigns.
        This
        Agreement shall inure to the benefit of and be binding upon the successors
        and
        permitted assigns of each of the parties and shall inure to the benefit of
        each
        Holder. The Company may not assign its rights or obligations hereunder without
        the prior written consent of each Holder. Each Holder may assign his respective
        rights hereunder in the manner and to the Persons as permitted under the
        Purchase Agreement.

       

       

      (i)    
        Execution
        and Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and, all of which taken together
        shall constitute one and the same Agreement. In the event that any signature
        is
        delivered by facsimile transmission, such signature shall create a valid
        binding
        obligation of the party executing (or on whose behalf such signature is
        executed) the same with the same force and effect as if such facsimile signature
        were the original thereof.

       

      (j)    
        Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement shall be governed by and construed and enforced in accordance
        with the internal laws of the State of Delaware, without regard to the
        principles of conflicts of law thereof. Each party agrees that all Proceedings
        concerning the interpretations, enforcement and defense of the transactions
        contemplated by this Agreement shall be commenced exclusively in the state
        and
        federal courts sitting in the County and State of
        New
        York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction
        of the state and federal courts sitting in the County and State of New York
        for
        the adjudication of any dispute hereunder or in connection herewith or with
        any
        transaction contemplated hereby or discussed herein, and hereby irrevocably
        waives, and agrees not to assert in any Proceeding, any claim that it is
        not
        personally subject to the jurisdiction of any such court, that such Proceeding
        is improper. Each party hereto hereby irrevocably waives personal service
        of
        process and consents to process being served in any such Proceeding by mailing
        a
        copy thereof via registered or certified mail or overnight delivery (with
        evidence of delivery) to such party at the address in effect for notices
        to
        him/it under this Agreement and agrees that such service shall constitute
        good
        and sufficient service of process and notice thereof. Nothing contained herein
        shall be deemed to limit in any way any right to serve process in any manner
        permitted by law. Each party hereto hereby irrevocably waives, to the fullest
        extent permitted by applicable law, any and all right to trial by jury in
        any
        legal proceeding arising out of or relating to this Agreement or the
        transactions contemplated hereby. If either party shall commence a Proceeding
        to
        enforce any provisions of this Agreement, the Purchase Agreement or any
        ancillary agreement, then the prevailing party in such Proceeding shall be
        reimbursed by the other party for its reasonable attorneys’ fees and other costs
        and expenses incurred with the investigation, preparation and prosecution
        of
        such Proceeding.  

       

    

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    

      (k)    
        Cumulative
        Remedies.
        The
        remedies provided herein are cumulative and not exclusive of any remedies
        provided by law.

       

      (l)    
        Severability.
        If any
        term, provision, covenant or restriction of this Agreement is held by a court
        of
        competent jurisdiction to be invalid, illegal, void or unenforceable, the
        remainder of the terms, provisions, covenants and restrictions set forth
        herein
        shall remain in full force and effect and shall in no way be affected, impaired
        or invalidated, and the parties hereto shall use their reasonable efforts
        to
        find and employ an alternative means to achieve the same or substantially
        the
        same result as that contemplated by such term, provision, covenant or
        restriction. It is hereby stipulated and declared to be the intention of
        the
        parties that they would have executed the remaining terms, provisions, covenants
        and restrictions without including any of such that may be hereafter declared
        invalid, illegal, void or unenforceable.

       

      (m)    
        Headings.
        The
        headings in this Agreement are for convenience of reference only and shall
        not
        limit or otherwise affect the meaning hereof.

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above. 

     

    
      	
              CONVERSION
                SERVICES 

              INTERNATIONAL,
                INC. 

            	
              TAG
                VIRGIN ISLANDS, INC.

              as
                agent for the Purchasers  

            
	 	 	 	 
	 	 	 	 
	
              By: 

            	
                /s/
                Scott
                Newman                             

            	
              By: 

            	
               
                /s/ James
                Tagliaferri                           
                 

            
	
              Name:

            	
                 Scott
                Newman                                 
                 

            	
              Name:

            	   James
              Tagliaferri                                 
              
	
              Title:

            	
                
                President                                          
                  

            	
              Title:

            	  
              President                                              


    

    
       

    

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

    


    SCHEDULE
      OF PURCHASERS

    
       

       

      
        	 	 	
                Number
                  of 

                
                   Shares   

                

              	 	 	
                Number
                  of 

                Warrants  

              	 
	
                Name
                  of Purchaser

              	 	 	 	 	 	 
	
                Ardmore
                  Blouses Inc Ret Pl

              	
                 

              	
                170,000

              	 	 	
                170,000

              	 
	
                Gary
                  Krakauer & Heide Krakauer

              	 	
                100,000

              	 	 	
                100,000

              	 
	
                Joanne
                  Wolff

              	 	
                120,000

              	 	 	
                120,000

              	 
	
                Judith
                  Trop

              	 	
                100,000

              	 	 	
                100,000

              	 
	
                Stanley
                  A. Star

              	 	
                480,000

              	 	 	
                480,000

              	 
	
                Stephen
                  B. Star

              	 	
                170,000

              	 	 	
                170,000

              	 
	
                Total
                  

              	 	
                1,140,000

              	 	 	
                1,140,000

              	 


      

    

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    [date]

    


    
      	
              [Transfer
                Agent]

              [Address]

            	 
	 	
              Conversion
                Services International, Inc. Registration
                

                               Statement
                on Form S-1                                                           

            


    

     

    Ladies
      and Gentlemen:

     

    As
      counsel to Conversion Services International, Inc., a Delaware corporation
      (the
“Company”), we have been requested to render our opinion to you in connection
      with the resale by the individuals or entitles listed on Schedule B attached
      hereto (the “Selling Stockholders”), of an aggregate of [amount] shares (the
“Shares”) of the Company’s Common Stock.

     

    A
      Registration Statement on Form S-1 or S-3 under the Securities Act of 1933(the
      “Act”), with respect to the resale of the Shares was declared effective by the
      Securities and Exchange Commission on [date]. Enclosed is the Prospectus dated
      [date]. We understand that the Shares are to be offered and sold in the manner
      described in the Prospectus.

     

    Based
      upon the foregoing, upon request by the Selling Stockholders at any time while
      the registration statement remains effective, it is our opinion that the Shares
      have been registered for resale under the Act and new certificates evidencing
      the Shares upon their transfer or re-registration by the Selling Stockholders
      may be issued without restrictive legend. We will advise you if the registration
      statement is not available or effective at any point in the future.

     

    Very
      truly yours,

    


    


    [Company
      counsel]

     

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    Schedule
      7(b)

    


    Scott
      Newman

    Glenn
      Peipert

    Robert
      C.
      DeLeeuw

    William
      McKnight

    Investors
      represented by Taurus Advisory Group, LLC

    Laurus
      Master Fund, Ltd.

    Laidlaw,
      Ltd.

    Certain
      employees of Evoke Software Corporation approximating 286,000
      shares

    


    
      
        
        

      

      
        -14-