Exhibit 10.2

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF
THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT
AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO CONVERSION SERVICES INTERNATIONAL, INC. THAT SUCH REGISTRATION
IS NOT REQUIRED.

              AMENDED AND RESTATED SECURED CONVERTIBLE TERM NOTE

      FOR VALUE RECEIVED, CONVERSION SERVICES INTERNATIONAL, INC., a Delaware
corporation (the "Borrower"), hereby promises to pay to LAURUS MASTER FUND,
LTD., c/o Ogier Fiduciary Services (Cayman) Limited, P.O. Box 1234, Queensgate
House, South Church Street, George Town, Grand Cayman, Cayman Islands, British
West Indies, Fax: 345-949-9877 (the "Holder") or its registered assigns or
successors in interest, on order, the sum of SEVEN HUNDRED FORTY NINE THOUSAND
DOLLARS ($749,000), together with any accrued and unpaid interest hereon, on
August 15, 2007 (the "Maturity Date") if not sooner paid. The original principal
amount of this Note is subject to amortizing payments pursuant to Section 1.2
hereof is hereinafter referred to as the "Amortizing Principal Amount". This
Note amends and restates in its entirety, and is given in substitution for and
not in satisfaction of) that certain promissory note in the original principal
amount of $5,000,000 issued by the Company in favor of the Holder on August 16,
2004.

      Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in that certain Securities Purchase Agreement dated as of
the date hereof between the Borrower and the Holder (the "Purchase Agreement").

      The following terms shall apply to this Note:

                                    ARTICLE I
                             INTEREST & AMORTIZATION

      1.1 (a) Interest Rate. Subject to Sections 1.1(b), 4.12 and 5.6 hereof,
interest payable on this Note shall accrue at a rate per annum (the "Interest
Rate") equal to the "prime rate" published in The Wall Street Journal from time
to time, plus one percent (1%). The prime rate shall be increased or decreased
as the case may be for each increase or decrease in the prime rate in an amount
equal to such increase or decrease in the prime rate; each change to be
effective as of the day of the change in such rate. Subject to Section 1.1(b)
hereof, the Interest Rate shall not be less than five percent (5%). Interest
shall be calculated on the basis of a 360 day year. Interest on the Amortizing
Principal Amount shall be payable monthly, in arrears, commencing on October 1,


                                    1 of 12
<PAGE>

2004 and on the first day of each consecutive calendar month thereafter (each, a
"Repayment Date") and on the Maturity Date, whether by acceleration or
otherwise. .

      1.1 (b) Interest Rate Adjustment. The Interest Rate shall be subject to
adjustment on the last business day of each month hereafter until the Maturity
Date (each a "Determination Date"). If on any Determination Date (i) the
Borrower shall have registered under the Securities Act of 1933, as amended (the
"Securities Act"), the shares of Common Stock underlying each of the conversion
of this Note and the exercise of the Warrant issued on a registration statement
declared effective by the Securities and Exchange Commission (the "SEC"), and
(ii) the market price (the "Market Price") of the Common Stock as reported by
Bloomberg, L.P. on the Principal Market (as defined below) for the five (5)
consecutive trading days immediately preceding such Determination Date exceeds
the then applicable Fixed Conversion Price by at least twenty five percent
(25%), the Interest Rate for the succeeding calendar month shall automatically
be reduced by 200 basis points (200 b.p.) (2.0.%) for each incremental twenty
five percent (25%) increase in the Market Price of the Common Stock above the
then applicable Fixed Conversion Price. If on any Determination Date (i) the
Borrower shall not have registered under the Securities Act the shares of Common
Stock underlying the conversion of this Note and the exercise of the Warrant on
a registration statement declared effective by the SEC or the Borrower shall
have registered such shares under the Securities Act but on such Determination
Date the related registration statement is not effective, and (ii) the Market
Price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market
for the five (5) consecutive trading days immediately preceding such
Determination Date exceeds the then applicable Fixed Conversion Price by at
least twenty five percent (25%), the Interest Rate for the succeeding calendar
month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%)
for each incremental twenty five percent (25%) increase in the Market Price of
the Common Stock above the then applicable Fixed Conversion Price.
Notwithstanding the foregoing (and anything to the contrary contained in
herein), in no event shall the Interest Rate be less than zero percent (0%).

      1.2 Minimum Monthly Principal Payments. Amortizing payments of the
aggregate principal amount outstanding under this Note at any time (the
"Principal Amount") shall be made by the Company commencing on October 1,
2005_and on the first business day of each succeeding month thereafter through
and including the Maturity Date (each, an "Amortization Date"). Subject to
Article III below, commencing on the first Amortization Date, the Company shall
make monthly payments to the Holder on each Repayment Date, each such payment in
the amount of $32,565 together with any accrued and unpaid interest on such
portion of the Principal Amount plus any and all other unpaid amounts which are
then owing under this Note, the Purchase Agreement and/or any other Related
Agreement (collectively, the "Monthly Amount"). Any outstanding Principal Amount
together with any accrued and unpaid interest and any and all other unpaid
amounts which are then owing by the Company to the Holder under this Note, the
Purchase Agreement and/or any other Related Agreement shall be due and payable
on the Maturity Date.


                                    2 of 12
<PAGE>

                                   ARTICLE II
                              CONVERSION REPAYMENT

      2.1 (a) Payment of Monthly Amount in Cash or Common Stock. If the Monthly
Amount (or a portion thereof of such Monthly Amount if such portion of the
Monthly Amount would have been converted into shares of Common Stock but for
Section 3.2) is required to be paid in cash pursuant to Section 2.1(b), then the
Borrower shall pay the Holder an amount equal to 100% of the Monthly Amount due
and owing to the Holder on the Repayment Date in cash. If the Monthly Amount (or
a portion of such Monthly Amount if not all of the Monthly Amount may be
converted into shares of Common Stock pursuant to Section 3.2) is required to be
paid in shares of Common Stock pursuant to Section 2.1(b), the number of such
shares to be issued by the Borrower to the Holder on such Repayment Date (in
respect of such portion of the Monthly Amount converted into in shares of Common
Stock pursuant to Section 2.1(b)), shall be the number determined by dividing
(x) the portion of the Monthly Amount converted into shares of Common Stock, by
(y) the then applicable Fixed Conversion Price. For purposes hereof, the initial
"Fixed Conversion Price" means $0.14.

            (b) Monthly Amount Conversion Guidelines. Subject to Sections
2.1(a), 2.2 and 3.2 hereof, the Holder shall convert into shares of Common Stock
all or a portion of the Monthly Amount due on each Repayment according to the
following guidelines (collectively, the "Conversion Criteria"): (i) the average
closing price of the Common Stock as reported by Bloomberg, L.P. on the
Principal Market for the five (5) consecutive trading days immediately preceding
such Notice Date shall be greater than or equal to 110% of the Fixed Conversion
Price and (ii) the amount of such conversion does not exceed twenty five percent
(25%) of the aggregate dollar trading volume of the Common Stock for the twenty
two (22) day trading period immediately preceding delivery of a Repayment
Notice. If the Conversion Criteria are not met, the Holder shall convert only
such part of the Monthly Amount that meets the Conversion Criteria. Any part of
the Monthly Amount due on a Repayment Date that the Holder has not been able to
convert into shares of Common Stock due to failure to meet the Conversion
Criteria, shall be paid by the Borrower in cash on such Repayment Date, within
three (3) business days of the applicable Repayment Date.

             (c) Application of Conversion Amounts. Any amounts converted by the
Holder pursuant to Section 2.1(b) shall be deemed to constitute payments of, or
applied against, (i) first, outstanding fees, (ii) second, accrued interest on
the Amortizing Principal Amount, and (iii) third, the Amortizing Principal
Amount.

      2.2 No Effective Registration. Notwithstanding anything to the contrary
herein, no amount payable hereunder may be converted into Common Stock unless
(a) either (i) an effective current Registration Statement (as defined in the
Registration Rights Agreement) covering the shares of Common Stock to be issued
in satisfaction of such obligations exists, or (ii) an exemption from
registration of the Common Stock is available pursuant to Rule 144 of the
Securities Act, and (b) no Event of Default hereunder exists and is continuing,
unless such Event of Default is cured within any applicable cure period or is
otherwise waived in writing by the Holder in whole or in part at the Holder's
option.

      2.3 Optional Redemption of Amortizing Principal Amount. The Borrower will
have the option of prepaying the outstanding Amortizing Principal Amount
("Optional Amortizing Redemption"), in whole or in part, by paying to the Holder


                                    3 of 12
<PAGE>

a sum of money equal to one hundred fifteen percent (115%) of the Amortizing
Principal Amount to be redeemed, together with accrued but unpaid interest
thereon and any and all other sums due, accrued or payable to the Holder arising
under this Note, the Purchase Agreement or any Related Agreement (the
"Amortizing Redemption Amount") on the day written notice of redemption (the
"Notice of Amortizing Redemption") is given to the Holder. The Notice of
Amortizing Redemption shall specify the date for such Optional Amortizing
Redemption (the "Amortizing Redemption Payment Date"), which date shall be not
less than seven (7) business days after the date of the Notice of Amortizing
Redemption (the "Redemption Period"). A Notice of Amortizing Redemption shall
not be effective with respect to any portion of the Amortizing Principal Amount
for which the Holder has a pending election to convert pursuant to Section 3.1,
or for conversions initiated or made by the Holder pursuant to Section 3.1
during the Redemption Period. The Amortizing Redemption Amount shall be
determined as if such Holder's conversion elections had been completed
immediately prior to the date of the Notice of Amortizing Redemption. On the
Amortizing Redemption Payment Date, the Amortizing Redemption Amount shall be
paid in good funds to the Holder. In the event the Borrower fails to pay the
Amortizing Redemption Amount on the Amortizing Redemption Payment Date as set
forth herein, then such Notice of Amortizing Redemption will be null and void.

                                   ARTICLE III
                                CONVERSION RIGHTS

      3.1. Holder's Conversion Rights. Subject to Section 2.2, the Holder shall
have the right, but not the obligation, to convert all or any portion of the
then aggregate outstanding Principal Amount of this Note, together with interest
and fees due hereon, into shares of Common Stock, subject to the terms and
conditions set forth in this Article III. The Holder may exercise such right by
delivery to the Borrower of a written Notice of Conversion pursuant to Section
3.3.

      3.2 Conversion Limitation. Notwithstanding anything contained herein to
the contrary, the Holder shall not be entitled to convert pursuant to the terms
of this Note an amount that would (a) be convertible into that number of shares
of Common Stock which, when added to the number of shares of Common Stock
otherwise beneficially owned by such Holder including those issuable upon
exercise of warrants held by such Holder would exceed 4.99% of the outstanding
shares of Common Stock of the Borrower at the time of conversion or (b) exceed
twenty five percent (25%) of the aggregate dollar trading volume of the Common
Stock for the twenty two (22) day trading period immediately preceding delivery
of a Notice of Conversion to the Borrower. For the purposes of the immediately
preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The
conversion limitation described in this Section 3.2 shall automatically become
null and void without any notice to Borrower upon the occurrence and during the
continuance beyond any applicable grace period of an Event of Default, or upon
75 days prior notice to the Borrower, except that at no time shall the
beneficial ownership exceed 19.99% of the Common Stock. Notwithstanding anything
contained herein to the contrary, following the listing of the Borrower on the
NASDAQ SmallCap Market, the Nasdaq National Market or the American Stock
Exchange, the number of shares of Common Stock issuable by the Borrower and


                                    4 of 12
<PAGE>

acquirable by the Holder at a price below $0.20 per share pursuant to the terms
of this Note, the Security Agreement, any Ancillary Agreement or any other
agreement between the Company and the Holder, shall not exceed an aggregate of
153,149,330 shares of the Borrower's Common Stock (subject to appropriate
adjustment for stock splits, stock dividends, or other similar recapitalizations
affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the
issuance of shares hereunder in excess of the Maximum Common Stock Issuance
shall first be approved by the Borrower's shareholders. If at any point in time
, following the listing of the Borrower on the NASDAQ SmallCap Market, the
Nasdaq National Market or the American Stock Exchange, the number of shares of
Common Stock issued pursuant to the terms of this Note, the Security Agreement,
any Ancillary Agreement or any other agreement between the Company and the
Holder, together with the number of shares of Common Stock that would then be
issuable by the Borrower to the Holder in the event of a conversion or exercise
pursuant to the terms of this Note, the Security Agreement, any Ancillary
Agreement or any other agreement between the Company and the Holder, would
exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower
shall promptly call a shareholders meeting to solicit shareholder approval for
the issuance of the shares of Common Stock hereunder in excess of the Maximum
Common Stock Issuance.

      3.3 Mechanics of Holder's Conversion. (a) In the event that the Holder
elects to convert any amounts outstanding under this Note into Common Stock, the
Holder shall give notice of such election by delivering an executed and
completed notice of conversion (a "Notice of Conversion") to the Borrower, which
Notice of Conversion shall provide a breakdown in reasonable detail of the
Principal Amount, accrued interest and fees being converted. On each Conversion
Date (as hereinafter defined) and in accordance with its Notice of Conversion,
the Holder shall make the appropriate reduction to the Principal Amount, accrued
interest and fees as entered in its records and shall provide written notice
thereof to the Borrower within two (2) business days after the Conversion Date.
Each date on which a Notice of Conversion is delivered or telecopied to the
Borrower in accordance with the provisions hereof shall be deemed a "Conversion
Date". A form of Notice of Conversion to be employed by the Holder is annexed
hereto as Exhibit A.

            (b) Pursuant to the terms of a Notice of Conversion, the Borrower
will issue instructions to the transfer agent accompanied by an opinion of
counsel, if so required by the Borrower's transfer agent, within two (2)
business days of the date of the delivery to Borrower of the Notice of
Conversion and shall cause the transfer agent to transmit the certificates
representing the Conversion Shares to the Holder by crediting the account of the
Holder's designated broker with the Depository Trust Corporation ("DTC") through
its Deposit Withdrawal Agent Commission ("DWAC") system within three (3)
business days after receipt by the Borrower of the Notice of Conversion (the
"Delivery Date"). In the case of the exercise of the conversion rights set forth
herein the conversion privilege shall be deemed to have been exercised and the
Conversion Shares issuable upon such conversion shall be deemed to have been
issued upon the date of receipt by the Borrower of the Notice of Conversion. The
Holder shall be treated for all purposes as the record holder of such shares of
Common Stock, unless the Holder provides the Borrower written instructions to
the contrary.


                                    5 of 12
<PAGE>

      3.4   Conversion Mechanics.

            (a) The number of shares of Common Stock to be issued upon each
conversion of this Note pursuant to this Article III shall be determined by
dividing that portion of the Principal Amount and interest and fees to be
converted, if any, by the then applicable Fixed Conversion Price. In the event
of any conversions of outstanding obligations under this Note in part pursuant
to this Article III, such conversions shall be deemed to constitute conversions
(i) first, of the Monthly Amount for the current calendar month, and (ii)second,
of outstanding Amortizing Principal Amount, by applying the conversion amount to
Monthly Amounts for the remaining Repayment Dates in chronological order.

            (b) The Fixed Conversion Price and number and kind of shares or
other securities to be issued upon conversion is subject to adjustment from time
to time upon the occurrence of certain events, as follows:

                  A. Stock Splits, Combinations and Dividends. If the shares of
      Common Stock are subdivided or combined into a greater or smaller number
      of shares of Common Stock, or if a dividend is paid on the Common Stock in
      shares of Common Stock, the Fixed Conversion Price or the Conversion
      Price, as the case may be, shall be proportionately reduced in case of
      subdivision of shares or stock dividend or proportionately increased in
      the case of combination of shares, in each such case by the ratio which
      the total number of shares of Common Stock outstanding immediately after
      such event bears to the total number of shares of Common Stock outstanding
      immediately prior to such event.

                  B. During the period the conversion right exists, the Borrower
      will reserve from its authorized and unissued Common Stock a sufficient
      number of shares to provide for the issuance of Common Stock upon the full
      conversion of this Note. The Borrower represents that upon issuance, such
      shares will be duly and validly issued, fully paid and non-assessable. The
      Borrower agrees that its issuance of this Note shall constitute full
      authority to its officers, agents, and transfer agents who are charged
      with the duty of executing and issuing stock certificates to execute and
      issue the necessary certificates for shares of Common Stock upon the
      conversion of this Note.

                  C. Share Issuances. Subject to the provisions of this Section
      3.4, if the Borrower shall at any time prior to the conversion or
      repayment in full of the Principal Amount issue any shares of Common Stock
      or securities convertible into Common Stock to a person other than the
      Holder (except (i) pursuant to Subsections A or B above; or (ii) pursuant
      to options that may be issued under any employee incentive stock option
      and/or any qualified stock option plan adopted by the Borrower) for a
      consideration per share (the "Offer Price") less than the Fixed Conversion
      Price in effect at the time of such issuance, then the Fixed Conversion
      Price shall be immediately reset to such lower Offer Price at the time of
      issuance of such securities. For purposes hereof, the issuance of any
      security of the Borrower convertible into or exercisable or exchangeable
      for Common Stock shall result in an adjustment to the Fixed Conversion
      Price at the time of issuance of such securities.

                  D. Reclassification, etc. If the Borrower at any time shall,
      by reclassification or otherwise, change the Common Stock into the same or


                                    6 of 12
<PAGE>

      a different number of securities of any class or classes, this Note, as to
      the unpaid Principal Amount and accrued interest thereon, shall thereafter
      be deemed to evidence the right to purchase an adjusted number of such
      securities and kind of securities as would have been issuable as the
      result of such change with respect to the Common Stock immediately prior
      to such reclassification or other change.

      3.5 Issuance of Replacement Note. Upon any partial conversion of this
Note, a replacement Note containing the same date and provisions of this Note
shall, at the written request of the Holder, be issued by the Borrower to the
Holder for the outstanding Principal Amount of this Note and accrued interest
which shall not have been converted or paid. Subject to the provisions of
Article IV, the Borrower will pay no costs, fees or any other consideration to
the Holder for the production and issuance of a replacement Note.

                                   ARTICLE IV
                                EVENTS OF DEFAULT

        Upon the occurrence and continuance of an Event of Default beyond any
applicable grace period, the Holder may accelerate all obligations outstanding
under the Purchase Agreement and the Related Agreements and, in connection
therewith, make all sums of principal, interest and other fees then remaining
unpaid hereon and all other amounts payable hereunder immediately due and
payable. In the event of such an acceleration, the amount due and owing to the
Holder shall be 130% of the outstanding principal amount of the Note (plus
accrued and unpaid interest and fees, if any) (the "Default Payment"). The
Default Payment shall be applied first to any fees due and payable to Holder
pursuant to this Note, the Purchase Agreement or the Related Agreements, then to
accrued and unpaid interest due on the Note and then to outstanding principal
balance of the Note.

      The occurrence of any of the following events set forth in Sections 4.1
through 4.10, inclusive, is an "Event of Default":

      4.1 Failure to Pay Principal, Interest or other Fees. The Borrower fails
to pay when due any installment of principal, interest or other fees hereon in
accordance herewith, or the Borrower fails to pay when due any amount due under
any other promissory note issued by Borrower, and in any such case, such failure
shall continue for a period of three (3) days following the date upon which any
such payment was due.

      4.2 Breach of Covenant. The Borrower breaches any covenant or any other
term or condition of this Note or the Purchase Agreement in any material
respect, or the Borrower or any of its Subsidiaries breaches any covenant or any
other term or condition of any Related Agreement in any material respect and,
any such case, such breach, if subject to cure, continues for a period of thirty
(30) days after the occurrence thereof.

      4.3 Breach of Representations and Warranties. Any representation or
warranty made by the Borrower in this Note or the Purchase Agreement, or by the
Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such
case, be false or misleading in any material respect on the date that such
representation or warranty was made or deemed made.


                                    7 of 12
<PAGE>

      4.4 Receiver or Trustee. The Borrower or any of its Subsidiaries shall
make an assignment for the benefit of creditors, or apply for or consent to the
appointment of a receiver or trustee for it or for a substantial part of its
property or business; or such a receiver or trustee shall otherwise be
appointed.

      4.5 Judgments. Any money judgment, writ or similar final process shall be
entered or filed against the Borrower or any of its Subsidiaries or any of their
respective property or other assets for more than $150,000, and shall remain
unvacated, unbonded or unstayed for a period of thirty (30) days.

      4.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings or relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the Borrower or any
of its Subsidiaries.

      4.7 Stop Trade. An SEC stop trade order or Principal Market trading
suspension of the Common Stock shall be in effect for fifteen (15) consecutive
days or fifteen (15) days during a period of thirty (30) consecutive days,
excluding in all cases a suspension of all trading on a Principal Market,
provided that the Borrower shall not have been able to cure such trading
suspension within thirty (30) days of the notice thereof or list the Common
Stock on another Principal Market within sixty (60) days of such notice. The
"Principal Market" for the Common Stock shall include the NASD OTC Bulletin
Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock
Exchange, or New York Stock Exchange (whichever of the foregoing is at the time
the principal trading exchange or market for the Common Stock, or any securities
exchange or other securities market on which the Common Stock is then being
listed or traded.

      4.8 Failure to Deliver Common Stock or Replacement Note. The Borrower
shall fail (i) to timely deliver Common Stock to the Holder pursuant to and in
the form required by this Note, and Section 9 of the Purchase Agreement, if such
failure to timely deliver Common Stock shall not be cured within two (2)
business days or (ii) to deliver a replacement Note to Holder within seven (7)
business days following the required date of such issuance pursuant to this
Note, the Purchase Agreement or any Related Agreement (to the extent required
under such agreements).

      4.9 Default Under Related Agreements or Other Agreements. The occurrence
and continuance of any Event of Default (as defined in the Purchase Agreement or
any Related Agreement) or any event of default (or similar term) under any other
indebtedness.

      4.10 Change in Control. (i) Any "Person" or "group" (as such terms are
defined in Sections 13(d) and 14(d) of the Exchange Act, as in effect on the
date hereof) is or becomes the "beneficial owner" (as defined in Rules 13(d)-3
and 13(d)-5 under the Exchange Act), directly or indirectly, of 45% or more on a
fully diluted basis of the then outstanding voting equity interest of the
Borrower or (ii) the Board of Directors of the Borrower shall cease to consist
of a majority of the Board of Directors of the Borrower on the date hereof (or
directors appointed by a majority of the Board of Directors in effect
immediately prior to such appointment).

                           DEFAULT RELATED PROVISIONS


                                    8 of 12
<PAGE>

      4.11 Default Interest Rate. Following the occurrence and during the
continuance of an Event of Default, the Borrower shall pay additional interest
on this Note in an amount equal to two percent (2%) per month, and all
outstanding obligations under this Note, including unpaid interest, shall
continue to accrue such additional interest from the date of such Event of
Default until the date such Event of Default is cured or waived.

      4.12 Conversion Privileges. The conversion privileges set forth in Article
III shall remain in full force and effect immediately from the date hereof and
until this Note is paid in full.

      4.13  Cumulative  Remedies.  The  remedies  under  this  Note  shall  be
            --------------------
cumulative.



                                    ARTICLE V
                                  MISCELLANEOUS

      5.1 Failure or Indulgence Not Waiver. No failure or delay on the part of
the Holder hereof in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

      5.2 Notices. Any notice herein required or permitted to be given shall be
in writing and shall be deemed effectively given: (a) upon personal delivery to
the party notified, (b) when sent by confirmed telex or facsimile if sent during
normal business hours of the recipient, if not, then on the next business day,
(c) five days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to the
Borrower at the address provided in the Purchase Agreement executed in
connection herewith, and to the Holder at the address provided in the Purchase
Agreement for such Holder, with a copy to John E. Tucker, Esq., 825 Third
Avenue, 14th Floor, New York, New York 10022, facsimile number (212) 541-4434,
or at such other address as the Borrower or the Holder may designate by ten days
advance written notice to the other parties hereto. A Notice of Conversion shall
be deemed given when made to the Borrower pursuant to the Purchase Agreement.

      5.3 Amendment Provision. The term "Note" and all reference thereto, as
used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented, and any successor instrument issued pursuant to Section 3.5
hereof, as it may be amended or supplemented.

      5.4 Assignability. This Note shall be binding upon the Borrower and its
successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder in accordance with the
requirements of the Purchase Agreement. This Note shall not be assigned by the
Borrower without the consent of the Holder.

      5.5 Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles


                                    9 of 12
<PAGE>

of conflicts of laws. Any action brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the state of
New York. Both parties and the individual signing this Note on behalf of the
Borrower agree to submit to the jurisdiction of such courts. The prevailing
party shall be entitled to recover from the other party its reasonable
attorney's fees and costs. In the event that any provision of this Note is
invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or unenforceability of any other provision of this
Note. Nothing contained herein shall be deemed or operate to preclude the Holder
from bringing suit or taking other legal action against the Borrower in any
other jurisdiction to collect on the Borrower's obligations to Holder, to
realize on any collateral or any other security for such obligations, or to
enforce a judgment or other court in favor of the Holder.

      5.6 Maximum Payments. Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest required to be paid or other charges hereunder exceed the maximum
permitted by such law, any payments in excess of such maximum shall be credited
against amounts owed by the Borrower to the Holder and thus refunded to the
Borrower.

      5.7 Security Interest and Guarantee. The Holder has been granted a
security interest (i) in certain assets of the Borrower and its Subsidiaries as
more fully described in the Master Security Agreement dated as of the date
hereof and (ii) pursuant to the Stock Pledge Agreement dated as of the date
hereof. The obligations of the Borrower under this Note are guaranteed by
certain Subsidiaries of the Borrower pursuant to the Subsidiary Guaranty dated
as of the date hereof.

      5.8 Construction. Each party acknowledges that its legal counsel
participated in the preparation of this Note and, therefore, stipulates that the
rule of construction that ambiguities are to be resolved against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against the other.

      5.9 Cost of Collection. If default is made in the payment of this Note,
the Borrower shall pay to Holder reasonable costs of collection, including
reasonable attorney's fees.

      [Balance of page intentionally left blank; signature page follows.]


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<PAGE>

      IN WITNESS WHEREOF, the Borrower has caused this Amended and Restated Note
to be signed in its name effective as of this 28th day of July, 2005.

                                          CONVERSION SERVICES
                                          INTERNATIONAL, INC.

                                          By: /s/ Scott Newman
                                             Name: Scott Newman
                                             Title: President

WITNESS:

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


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<PAGE>

                                                                       EXHIBIT A

                              NOTICE OF CONVERSION

(To be executed by the Holder in order to convert all or part of the Note
into Common Stock

[Name and Address of Holder]


The Undersigned hereby converts $_________ of the principal due on [specify
applicable Repayment Date] under the Amended and Restated Convertible Term Note
issued by Conversion Services International, Inc. dated July __, 2005 by
delivery of Shares of Common Stock of Conversion Services International, Inc. on
and subject to the conditions set forth in Article III of such Note.

1.    Date of Conversion      _______________________

2.    Shares To Be Delivered: _______________________


                                    By:_______________________________
                                    Name:_____________________________
                                    Title:______________________________

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