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 Secured Convertible Term Note in the
        original principal amount of $5,000,000 issued by the Company in favor of
        the
        Holder on August 16, 2004, as amended and restated on July 28,
        2005.

       

      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,
        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. .

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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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
        $1.00. 

       

      (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.

       

      
        
          
          

        

        
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      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 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 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.

       

      
        
          
          

        

        
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      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.

      


      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.

       

      
        
          
          

        

        
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      (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 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.

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      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).

       

      
        
          
          

        

        
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      DEFAULT
        RELATED PROVISIONS

       

      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.

       

      
        
          
          

        

        
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      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 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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      IN
        WITNESS WHEREOF,
        the
        Borrower has caused this Amended and Restated Secured Convertible Term Note
        to
        be signed in its name effective as of this 30th
        day of
        November 2005.
        
          	 	 	 
	 	CONVERSION
                  SERVICES INTERNATIONAL, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Scott
                  Newman 
	 	
                  
Name:
                  Scott Newman 
	 	
                  Title:  
                    President and Chief Executive
                    Officer

                


        

      

      WITNESS:

      


      /s/
        Lawrence F. Metz

      
        
 

      


       

      
        
          
          

        

        
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      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 Secured Convertible
        Term Note issued by Conversion Services International, Inc. dated August
        16,
        2004, as amended and restated on July 28, 2005 and further amended and restated
        on November 30, 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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