Exhibit 4.4


                          REGISTRATION RIGHTS AGREEMENT

         This  REGISTRATION  RIGHTS  AGREEMENT,  dated as of September  22, 2004
(this  "AGREEMENT"),  is entered  into by and  between  Sands  Brothers  Venture
Capital LLC, Sands Brothers  Venture Capital III LLC and Sands Brothers  Venture
Capital IV LLC  (collectively,  with their respective  permitted  successors and
assigns, the "HOLDERS") and Conversion Services International,  Inc., a Delaware
corporation (the "COMPANY").

         WHEREAS,  as of the date hereof, the Holders have loaned to the Company
an aggregate of  $1,000,000.00  pursuant to three separate  Senior  Subordinated
Convertible  Promissory Notes (as the same may be amended,  extended,  restated,
renewed or modified, the "NOTES") issued by the Company to the Holders;

         WHEREAS,  in  connection  with their loans to the Company,  the Holders
have  received  three  Warrants to purchase  up to an  aggregate  of six million
(6,000,000)  shares (the "WARRANT  STOCK") of common stock,  par value $.001 per
share, of the Company (the "COMMON STOCK");

         WHEREAS,  the  Notes are  convertible  into  shares of Common  Stock in
accordance with the terms of the Notes (such share, the "NOTE STOCK"); and

         WHEREAS,  the  Company  and the  Holders  desire  to  enter  into  this
Agreement to provide for the public  registration  of the Warrant  Stock and the
Note Stock on the terms provided for herein.

         NOW,  THEREFORE,  in  consideration  of the  recitals  and  the  mutual
promises  and  covenants  herein  contained  and for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby agree as follows:

1.  Definitions.  As used  herein,  the  following  capitalized  terms  have the
following meanings. All other capitalized terms are defined elsewhere herein:

         "COMMISSION" means the Securities and Exchange Commission.

         "PERSON"  means a natural  person,  a  partnership,  a  corporation,  a
limited liability  company,  an association,  a joint stock company,  a trust, a
joint venture,  an unincorporated  organization or a governmental  entity or any
department, agency or political subdivision thereof.

         "REGISTRABLE SECURITIES" means: (i) the Warrant Stock and (ii) the Note
Stock;  provided,  however,  that  Registrable  Securities shall not include any
shares of Common  Stock or other  equity  securities  the sale of which has been
registered  pursuant  to the  Securities  Act or that may be sold to the  public
without volume  restrictions  pursuant to Rule 144  promulgated by the SEC under
the Securities Act.

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended,  and the
rules and regulations promulgated thereunder.

         "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

<PAGE>

         2. Demand  Registration  Rights.  Subject to the  limitations set forth
herein,  the Holders may, at any time following the earlier to occur of: (i) the
closing by the  Company of a  convertible  debt or equity  financing  with gross
proceeds  to the  Company  of $5  million  or  greater  and the  setting  of the
conversion  and  exercise  price  of the  Note  and the  Warrant  in  connection
therewith or (ii) September 7, 2005 (such earlier date,  the "EFFECTIVE  Date"),
make a written  request for  registration  under the  Securities  Act (a "DEMAND
REQUEST") of all or part of its or their Registrable Securities on any available
SEC registration  form (a "DEMAND  REGISTRATION").  Notwithstanding  anything in
this Section 2 to the  contrary,  the Holders shall not be entitled to more than
one (1) such Demand Request.  Each request will specify the aggregate  number of
Registrable  Securities to be registered by the Holders and the intended  method
of disposition thereof.

         In the event that the Company either: (x) fails to file (or include the
Registrable  Securities within) an appropriate  registration  statement with the
SEC covering  the  Registrable  Securities  within  forty-five  (45) days of the
Company's  receipt of the Demand Request or (y) fails to have such  registration
statement declared effective by the SEC within 125 days of the Company's receipt
of the Demand Request,  then then until the applicable  registration  failure is
cured,  the Company  shall pay to each Holder an amount in cash,  as  liquidated
damages  and not as a  penalty,  equal to 1.0% for each  thirty  (30) day period
(prorated  for partial  periods) on a daily basis of the the original  aggregate
principal amount of the Note held by such Holder.  The Company shall be required
to pay such liquidated  damages as of the date of the applicable  breach. If the
Company fails to pay any liquidated  damages  pursuant to this Section 2 in full
within  seven (7) days after the date  payable,  the Company  will pay  interest
thereon at a rate of 10% per annum to the Holder,  accruing  daily from the date
such  liquidated  damages  are due until such  amounts,  plus all such  interest
thereon, are paid in full.

         3. Restrictions on Demand Rights.  No demand for registration  pursuant
to Section 2 hereof shall be made prior to the Effective Date. If, and solely in
connection  with an  underwritten  offering by the  Company,  in the  reasonable
discretion  of the  underwriter  for such  offering,  the number of  Registrable
Securities  proposed to be sold in such Demand  Registration  either exceeds the
number that can be effectively  sold in, or would have a material adverse effect
on, such  underwritten  offering,  the Company will include in such registration
only  the  number  of  Registrable  Securities  which,  in the  opinion  of such
underwriter  or  underwriters,  can be sold pro rata among the  Holders  and the
holders  of any other  securities  which are  required  to be  included  in such
registration.

         4.  Piggyback  Registration  Rights.  At any  time  after  the the date
hereof,  whenever  the Company  proposes to register  any Common Stock under the
Securities Act,  either in a primary  distribution by the Company or a secondary
distribution  by any of its  security  holders,  the  Company  will give  prompt
written notice to the Holders of its intention to effect such a registration and
will include in the  registration  all  Registrable  Securities  with respect to
which  the  Company  has  received   written   requests  for  inclusion  in  the
registration  within fifteen (15) days after receipt of the Company's  notice (a
"PIGGYBACK  REGISTRATION").  Except as otherwise  provided  herein,  Registrable
Securities with respect to which such request for registration has been received
will be registered by the Company on the same terms and  conditions as all other
securities of the Company included in the proposed registration.

         5. Restrictions on Piggyback Rights.

                  (a) The  Holders  will not be  entitled  to effect a Piggyback
Registration  with respect to a  registration  statement:  (i) filed pursuant to
Section 2 hereof;  or (ii) on Form S-4 or Form S-8 under the  Securities Act (or
any successor or replacement forms).

                  (b) If either:  (i) the managing  underwriter or underwriters,
in the case of an underwritten Piggyback  Registration,  advise the Company that
in its or their opinion; or (ii) in the case of a Piggyback Registration that is


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<PAGE>

not being underwritten,  the Company shall reasonably determine, that the number
of securities  proposed to be sold in such  Piggyback  Registration  exceeds the
number which can be effectively sold in, or would have a material adverse effect
on, such offering,  the Company will include in such  registration the number of
securities  which,  in the opinion of such  underwriter or  underwriters  or the
Company,  as the case may be, can be sold as follows:  (x) first, the securities
the Company proposes to sell and (y) second,  pro rata among the Holders and the
holders of any other securities which are required or eligible to be included in
such registration.

         6.  Registration  Procedures.  With  respect  to  any  registration  of
Registrable Securities, the Company will use its commercially reasonable efforts
to effect the registration in accordance with the intended method of disposition
thereof as quickly as practicable  and, in connection with any such request,  as
expeditiously as practicable will:

                  (a)  prepare  and file with the SEC a  registration  statement
that includes the  Registrable  Securities and use its  commercially  reasonable
efforts to cause such  registration  statement to become and remain effective as
provided herein and use its commercially  reasonable  efforts to comply with the
Securities Act and the rules and  regulations of the SEC in preparing and filing
such registration  statement;  provided,  however,  before filing a registration
statement or any  prospectus or amendments or supplements  thereto,  the Company
will  furnish  to legal  counsel  selected  by the  Holders  copies  of all such
documents  proposed to be filed,  which  documents will be subject to review and
comment by such counsel;

                  (b)  prepare  and  file  with  the  SEC  such  amendments  and
post-effective  amendments to such registration statement as may be necessary to
keep such registration  statement continuously effective until the date when all
Registrable  Securities covered by the Registration  Statement have been sold or
may be sold  without  volume  restrictions  pursuant  to Rule  144(k)  under the
Securities Act 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; cause the prospectus to be supplemented
by any  required  prospectus  supplement  and, as so  supplemented,  to be filed
pursuant to Rule 424 under the Securities Act; and comply with the provisions of
the  Securities  Act  applicable  to it with respect to the  disposition  of all
securities  covered by such registration  statement during the applicable period
in  accordance  with the  intended  methods of  disposition  of the  Registrable
Securities  as set forth in the  registration  statement  or  supplement  to the
prospectus;

                  (c)  furnish  to the  Holders,  without  charge,  at least one
signed copy of such  registration  statement  and any  post-effective  amendment
thereto,  and such number of conformed  copies thereof and such number of copies
of the prospectus (including each preliminary  prospectus) and any amendments or
supplements thereto, and any documents incorporated by reference therein, as the
Holders may  reasonably  request in order to facilitate  the  disposition of the
Registrable  Securities  being  registered (it being understood that the Company
consents to the use of the prospectus and any amendment or supplement thereto by
the Holders and the underwriter or underwriters,  if any, in connection with the
offering and sale of the Registrable Securities covered by the prospectus or any
amendment or supplement thereto);

                  (d) (i) notify by  Supplemental  Notice (as defined below) the
Holders  at any  time  when a  prospectus  relating  to  Registrable  Securities
included in a  registration  statement  is required  to be  delivered  under the
Securities  Act in the event that the Company  becomes aware of the happening of
any event as a result  of which the  prospectus  included  in such  registration
statement (as then in effect)  contains any untrue  statement of a material fact
or omits to state a material fact necessary to make the  statements  therein (in
the  case of the  prospectus  or any  preliminary  prospectus,  in  light of the
circumstances  under which they were made) not misleading;  and (ii) as promptly
as  practicable  thereafter,  prepare  and file with the SEC and  furnish to the


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<PAGE>

Holders with Registrable  Securities  subject to the registration  statement,  a
supplement or amendment to such  prospectus so that, as thereafter  delivered to
the purchasers of the Registrable  Securities,  such prospectus will not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading;

                  (e) enter into customary agreements (including, if applicable,
an underwriting  agreement in customary form) and take such other actions as are
reasonably  required in order to expedite or facilitate the  disposition of such
Registrable Securities;

                  (f) subject to compliance  with  Regulation FD  promulgated by
the SEC and the terms of any reasonable  confidentiality  agreement which may be
requested  by the Company,  make  reasonably  available  for  inspection  by the
Holders and any attorney, accountant or other agent retained by the Holders, all
pertinent  financial  and  other  records,  pertinent  corporate  documents  and
properties  of the Company as shall be  reasonably  necessary  to enable them to
exercise their due diligence responsibilities, and cause the Company's officers,
directors and employees to supply all  information  reasonably  requested by any
such Inspector in connection with such registration statement;

                  (g) in the event that the sale of  Registrable  Securities  is
pursuant to an underwritten offering, use its commercially reasonable efforts to
obtain a "cold comfort" letter from the Company's independent public accountants
in customary form and covering such matters of the type  customarily  covered by
"cold comfort" letters;

                  (h) use  all  reasonable  efforts  to  obtain  an  opinion  or
opinions from counsel to the Company in customary form;

                  (i)  make  generally  available  to its  security  holders  an
earnings statement  satisfying the provisions of Section 11(a) of the Securities
Act no later than forty-five (45) days after the end of the twelve-month  period
beginning with the first month of the Company's first fiscal quarter  commencing
after the effective date of the  registration  statement,  which statement shall
cover such twelve-month period;

                  (j) use its  commercially  reasonable  efforts to prevent  the
entry  of  any  threatened,  or  obtain  the  withdrawal  of any  issued,  order
suspending  the  effectiveness  of any  registration  statement  at the earliest
practicable time;

                  (k) if requested by the managing  underwriter or  underwriters
or  the  Holders  with  Registrable   Securities  subject  to  the  registration
statement,  promptly  incorporate in a prospectus  supplement or  post-effective
amendment such  information as the managing  underwriter or  underwriters or the
Holders reasonably requests to be included therein;

                  (l)  on or  prior  to  the  date  on  which  any  registration
statement is declared  effective,  use its  commercially  reasonable  efforts to
register or qualify,  and  cooperate  with the  Holders and the  underwriter  or
underwriters,  if any, and their counsel in connection with the  registration or
qualification  of  the  Registrable   Securities  subject  to  the  registration
statement,  under the  securities  or blue sky laws of each  state and any other
jurisdiction  of the  United  States as the  Holders or  underwriter  reasonably
requests in writing,  to use its  commercially  reasonable  efforts to keep each
such registration or qualification effective,  including through new filings, or
amendments  or  renewals,  during  the period  such  registration  statement  is
required  to be  kept  effective  and to do any  and all  other  acts or  things
necessary or advisable to enable the  disposition in all such  jurisdictions  of
the Registrable  Securities  subject to the  registration  statement;  provided,


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<PAGE>

however,  that the Company will not be required to: (i) qualify  generally to do
business  in any  jurisdiction  where it would  not  otherwise  be  required  to
qualify; (ii) consent to general service of process in any such jurisdiction; or
(iii) subject itself to general taxation in any such jurisdiction;

                  (m) cooperate with the Holders,  and the managing  underwriter
or  underwriters,  if any, to facilitate the timely  preparation and delivery of
certificates (not bearing any restrictive legends)  representing the Registrable
Securities be sold and enable the certificates to be in such  denominations  and
registered in such names as the managing underwriter or underwriters, if any, or
the Holders,  may request;  and (n) cause all Registrable  Securities to be sold
under the  registration  statement to be listed on each  securities  exchange on
which similar securities issued by the Issuer are listed.

         7. Cooperation by Holders.

                  (a) The Holders  will  furnish to the Company in writing  such
information  and affidavits as the Company may reasonably  request and as may be
required by applicable  law or regulation in connection  with any  registration,
qualification or compliance with respect to the Registrable Securities.

                  (b) The failure of the Holders to furnish any  information  or
documents in accordance with any provision  contained in this Section 7 will not
affect the  obligations of the Company under this Agreement to any other Holders
who furnishes such information and documents unless,  in the reasonable  opinion
of  counsel to the  Company or the  underwriters,  such  failure  impairs or may
impair  the  viability  of the  offering  or the  legality  of the  registration
statement or the underlying offering.

                  (c) The  Holders,  upon receipt of any notice from the Company
of the happening of any event of the kind  described in Section 6(d) hereof (the
"SUPPLEMENTAL   NOTICE"),   will  forthwith   discontinue   disposition  of  the
Registrable  Securities  until  such  party's  receipt  of  the  copies  of  the
supplemented or amended prospectus  contemplated by Section 6(d) hereof or until
it is advised in writing by the Company  that the use of the  prospectus  may be
resumed, and has received copies of any additional or supplemental filings which
are incorporated by reference in the prospectus.  If so directed by the Company,
the Holders will deliver to the Company all copies,  other than  permanent  file
copies  then  in  such  party's  possession,  of the  prospectus  covering  such
Registrable  Securities  current at the time of receipt of such  notice.  In the
event the Company  shall give  Supplemental  Notice,  the time periods for which
such  registration  statement  must be maintained as effective  pursuant to this
Agreement,  including without  limitation the period referred to in Section 6(b)
hereof,  will be  extended  by the number of days  during  the  period  from and
including  the date of the giving of such notice to and  including the date when
each  Holders  shall have  received  the copies of the  supplemented  or amended
prospectus contemplated by Section 6(d) hereof.

                  (d) At the end of any  period  during  which  the  Company  is
obligated to keep any registration  statement  current and effective as provided
by Section  6(b) hereof (and any  extensions  thereof  required by Section  7(c)
hereof),  the Holders will discontinue  sales of upon receipt of notice from the
Company of its intention to remove from registration the Registrable  Securities
subject to the  registration  statement and such parties will notify the Company
of the number of shares of Common Stock  registered which remain unsold promptly
after receipt of such notice from the Company.

                  (e) In connection with any registered  underwritten  offering,
the Holders agree to execute agreements  pursuant to which the Holders agree not
to  offer,  sell or  contract  to sell or  otherwise  dispose  of,  directly  or
indirectly,  or  announce  the  offering  of,  any  securities  of  the  Company
beneficially owned by such party,  other than Registrable  Securities subject to
the registration  statement,  for a reasonable period of time after the offering


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<PAGE>

(not to exceed one hundred eighty (180) days),  upon the  reasonable  request of
the  Company  but only to the same  extent and for the same  period as all other
Company  "insiders"  are restricted  and any release from such  restrictions  of
other Company "insiders" shall be provided, on a pro rata basis, to each Holders
of Registrable Securities.

         8. Registration Expenses.

                  (a) All  costs and  expenses  of each  registration  hereunder
(whether Demand Registration or Piggyback Registration),  except for commissions
or discounts,  will be borne by the Company,  including: (i) the reasonable fees
and  expenses of legal  counsel,  accountants  or other  representatives  of the
Company and the Holders (not to exceed $5,000 in the case of the Holders);  (ii)
all  other  costs and  expenses  of the  Company  incident  to the  preparation,
printing and filing under the Securities Act of any registration  statement (and
all amendments and supplements thereto) and furnishing copies thereof and of the
prospectus  included  therein;  and (iii)  costs and  expenses  incurred  by the
Company or the Holders in connection with the  qualification  of the Registrable
Securities under the state securities or blue sky laws of various  jurisdictions
(the "REGISTRATION EXPENSES"). Without limitation, the Company will pay or cause
to be paid all Registration  Expenses in connection with any Demand Registration
or Piggyback  Registration  whether or not the  registration  statement  becomes
effective.

                  (b)   Notwithstanding   the   Holders'   ongoing   rights   to
reimbursement  or payment  under this Section 8 to the  contrary,  to the extent
actually  required by  applicable  law or  regulation,  the Holders will pay its
proportionate  share of the  expenses of the offering  determined  on a pro rata
basis in accordance with the number of shares of Registrable  Securities offered
by each party participating in the registration.

         9. Indemnification.

                  (a) The Company agrees to indemnify, to the fullest extent not
prohibited  by  applicable  law,  each  seller of  Registrable  Securities,  its
officers  and  directors  and each Person who controls  such seller  (within the
meaning of the  Securities  Act or the  Securities  Exchange  Act)  against  all
losses,   claims,   damages,   liabilities  and  expenses  (including,   without
limitation, reasonable attorneys' fees except as limited by Section 9(c)) caused
by any untrue or alleged  untrue  statement of a material fact  contained in any
registration statement,  any final prospectus contained therein or any amendment
thereof or supplement  thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  except  insofar as the same are caused by or  contained in any
information furnished in writing to the Company by said seller expressly for use
therein  or by said  seller's  failure  to  deliver  a copy of the  registration
statement or final prospectus or any amendments or supplements thereto after the
Company has  furnished  such seller  with a  sufficient  number of copies of the
same. The reimbursements  required by this Section 9(a) will be made by periodic
payments during the course of the  investigation  or defense,  as and when bills
are received or expenses incurred.

                  (b) In connection with any  registration  statement in which a
seller of Registrable Securities is participating, each such seller will furnish
to the  Company  in writing  such  information  and  affidavits  as the  Company
reasonably  requests for use in connection with any such registration  statement
or prospectus  and, to the fullest extent not prohibited by applicable law, will
indemnify the Company,  its directors and officers and each underwriter (if any)
and each Person who controls the Company or such underwriter (within the meaning
of the  Securities  Act or the  Securities  Exchange  Act)  against  any losses,
claims,  damages,  liabilities  and  expenses  (including,  without  limitation,
reasonable attorneys' fees except as limited by Section 9(c)) resulting from any
untrue  or  alleged  untrue  statement  of a  material  fact  contained  in  the
registration  statement,  final prospectus  contained therein,  or any amendment


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<PAGE>

thereof or supplement  thereto or any omission of a material fact required to be
stated therein or necessary to make the statements  therein not misleading,  but
only to the extent that such untrue  statement  or omission is  contained in any
information  or affidavit so furnished in writing by such seller  expressly  for
use  therein;  provided,  however,  that the  obligation  to  indemnify  will be
several,  not joint and several,  among such sellers of Registrable  Securities,
and the  liability  of each such  seller of  Registrable  Securities  will be in
proportion  to, and be limited  to, the net amount  received by such seller from
the sale of Registrable Securities pursuant to such registration statement.

                  (c) Any Person entitled to indemnification hereunder will: (i)
give prompt written notice to the  indemnifying  party of any claim with respect
to which it seeks  indemnification;  and (ii) unless in such indemnified party's
reasonable  judgment  a  conflict  of  interest  between  such  indemnified  and
indemnifying  parties  may  exist  with  respect  to  such  claim,  permit  such
indemnifying  party to assume the defense of such claim with counsel  reasonably
satisfactory  to  the  indemnified  party.  If  such  defense  is  assumed,  the
indemnifying  party will not be subject to any liability for any settlement made
by the indemnified party without the indemnifying party's consent (which consent
will not be unreasonably  withheld).  The indemnified  party will not settle any
claim or liability  without first providing the indemnifying  party a reasonable
opportunity to assume its defense. An indemnifying party who is not entitled to,
or elects not to, assume the defense of a claim will not be obligated to pay the
fees and expenses of more than one counsel for all parties  indemnified  by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any  indemnified  party  a  conflict  of  interest  may  exist  between  such
indemnified party and any other of such indemnified parties with respect to such
claim.

                  (d) The indemnification provided for under this Agreement will
remain in full force and effect  regardless of any  investigation  made by or on
behalf of the indemnified party or any officer,  director or controlling  Person
of such indemnified party and will survive the transfer of securities.

                  (e) If the  indemnification  provided for in this Section 9 is
unavailable or insufficient to hold harmless an indemnified  party in respect of
any losses,  claims,  damages,  liabilities or expenses referred to herein, then
the  indemnifying  party shall  contribute to the amount paid or payable by such
indemnified party as a result of such losses,  claims,  damages,  liabilities or
expenses in such  proportion as is  appropriate to reflect the relative fault of
the indemnifying  party on the one hand, and the indemnified party on the other,
in  connection  with the  statement or omission  which  resulted in such losses,
claims, damages, liabilities or expenses as well as any other relevant equitable
considerations, including the failure to give the notice required hereunder. The
relative  fault of the  indemnifying  party and the  indemnified  party shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue  statement  of a material  fact  relates to  information  supplied by the
indemnifying  party or the indemnified  party and the parties'  relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement  or omission.  The Company and the Holders  agree that it would not be
just  and  equitable  if  contributions  pursuant  to  this  Section  9(e)  were
determined by pro rata allocation or by any other method of allocation which did
not take into  account the  equitable  considerations  referred  to herein.  The
amount  paid or  payable  to an  indemnified  party as a result  of the  losses,
claims,  damages,  liabilities or expenses  referred to above shall be deemed to
include  any legal or other  expenses  reasonably  incurred in  connection  with
investigating or defending the same.  Notwithstanding the foregoing, in no event
shall the amount  contributed  by the Holders  exceed the aggregate net offering
proceeds  received  by any  such  Holders  from  the  sale  of  its  Registrable
Securities. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to  contribution  from
any person who is not guilty of such fraudulent misrepresentation.

         10.  Current  Public  Information.  At all times  after the Company has
filed a  registration  statement  with the SEC  pursuant to the  requirement  of


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<PAGE>

either the Securities  Act or the Securities  Exchange Act, the Company will use
its commercially  reasonable  efforts to file in a timely manner all reports and
other  documents  required  to be filed by it under the  Securities  Act and the
Securities  Exchange  Act and  the  rules  and  regulations  adopted  by the SEC
thereunder and will use its commercially reasonable efforts to take such further
action as the  Holders may  reasonably  request,  all to the extent  required to
enable such  holders to sell  Registrable  Securities  pursuant to: (i) Rule 144
adopted by the SEC under the  Securities  Act (as such rule may be amended  from
time to  time)  or any  similar  rule or  regulation  hereafter  adopted  by the
Commission;  or  (ii) a  registration  statement  on  Form  S-3  or any  similar
registration form hereafter adopted by the Commission.

         11. Adjustments Affecting Registrable  Securities.  The Company will at
all times in good faith  assist in carrying  out all of the  provisions  of this
Agreement and in the taking of all such action as may be reasonably necessary or
appropriate  in  order to  protect  the  registration  rights  pursuant  to this
Agreement of the Holders of Registrable  Securities against impairment,  whether
by denial, delay or otherwise.

         12.  Remedies.  Any Person  having  rights under any  provision of this
Agreement  will be entitled  to enforce  such  rights  specifically,  to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise  all  other  rights  granted  by  law.  The  Company  and  the  Holders
acknowledge  and agree that in the event of any breach of this  Agreement by it,
the other  parties  could be  irreparably  harmed and could not be made whole by
monetary damages. Each party accordingly agrees: (a) to waive the defense in any
action for specific performance that a remedy at law would be adequate;  and (b)
that each party  hereto,  in addition  to any other  remedy to which they may be
entitled at law or in equity, will be entitled to compel specific performance of
this Agreement.

         13.  Amendments  and Waivers.  Except as otherwise  expressly  provided
herein,  the  provisions of this  Agreement may be amended or waived at any time
only by the  written  agreement  of the  Company  and the  Holders.  Any waiver,
permit,  consent or  approval of any kind or  character  on the part of any such
Holders of any provision or condition of this  Agreement must be made in writing
and shall be effective only to the extent specifically set forth in writing.

         14.  Successors  and Assigns.  Except as otherwise  expressly  provided
herein,  the provisions of this Agreement shall be binding upon and inure to the
benefit of the  respective  successors  and  permitted  assigns  of the  parties
hereto,  whether so  expressed  or not.  The  Holders  may not assign any of its
rights  hereunder  without the prior written  consent of the Company;  provided,
however,  that,  without  such  written  consent,  the  Holders  may assign this
Agreement or its rights  hereunder to any  affiliate  (within the meaning of the
Securities Act) of the Holders who  hereinafter  becomes a holder of Registrable
Securities. Any such assignee shall consent in writing to be bound by all of the
terms and conditions of this  Agreement.  In connection  with any such permitted
assignment,  the Holders shall provide the Company with prompt written notice of
the name and address of said assignee and identifying the Registrable Securities
with respect to which such registration rights are being assigned.

         15. Final  Agreement.  This Agreement  constitutes the final and entire
agreement  of the  parties  concerning  the  matters  referred  to  herein,  and
supersedes all prior or contemporaneous agreements and understandings.

         16. Severability.  Whenever possible,  each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any  provision  of this  Agreement  is held to be  prohibited  by or
invalid under  applicable  law, such provision  will be ineffective  only to the
extent of such prohibition or invalidity,  without invalidating the remainder of
this Agreement.


                                       8
<PAGE>

         17. Descriptive  Headings.  The descriptive  headings of this Agreement
are inserted for  convenience  of reference only and do not constitute a part of
and shall not be utilized in interpreting this Agreement.

         18. Notices.  Any notice,  request or other  communication  required or
permitted  hereunder  shall be in writing  and shall be deemed to have been duly
given if personally delivered or mailed by registered or certified mail, postage
prepaid,  or by  overnight  courier  (prepaid)  or  if  delivered  by  facsimile
transmission, to the Company at the address or facsimile number set forth in the
Company's SEC filings or to the Holders at the  addresses or  facsimiles  number
set forth in the records of the Company. Any party hereto may by notice so given
change its address for future notice  hereunder.  Notice shall be deemed to have
been given (a) upon  personal  delivery,  if delivered  by hand,  (b) three days
after  the  date of  deposit  in the  mails,  postage  prepaid,  or (c) the next
business day if sent by  facsimile  transmission  (if receipt is  electronically
confirmed) or by a prepaid overnight courier service.

         19. Governing Law. All questions concerning the construction,  validity
and interpretation  of, and the performance of the obligations  imposed by, this
Agreement  shall be governed by and  construed in  accordance  with the internal
substantive  laws of the State of New York,  without  regard  to  principles  of
conflicts of laws.

         20. Waiver of Jury Trial, etc. The Holders and the Company hereby:  (a)
waive  any and all  right  to  trial  by jury  in  litigation  relating  to this
Agreement, (b) submit to the nonexclusive  jurisdiction of the state and federal
courts  located  in the State of New York,  County of New York and (c) waive any
objection the Holders or the Company may have as to the bringing or  maintaining
of such action with any such court.

         21.  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts  and by  facsimile,  each of which when so executed  and  delivered
shall be  deemed  an  original,  and all of which  counterparts  together  shall
constitute one instrument.

         22. Termination of Rights. This Agreement,  and the registration rights
provided by this  Agreement,  shall  terminate  on the earlier of: (a) the fifth
anniversary  of the date hereof,  and (b) at such time as the Holders shall have
the ability to sell the  Registrable  Securities  pursuant to and in  accordance
with the provisions of Rule 144(k) of the Securities  Act.  Notwithstanding  the
foregoing,  the provisions of Sections 8 and 9 of this  Agreement  shall survive
any termination of this Agreement indefinitely.



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                                       9
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered on their behalf as of the date first above written.


                              COMPANY:

                              CONVERSION SERVICES INTERNATIONAL, INC.


                                  /s/ Scott Newman
                              By: _______________________________
                                  Name:  Scott Newman
                                  Title: President and Chief Executive Officer

                              HOLDERS:

                              SANDS BROTHERS VENTURE CAPITAL LLC

                              By: SB Venture Capital Management LLC, Manager


                                  /s/ Steven Sands
                              By: _______________________________
                                  Name:  Steven Sands
                                  Title: Manager

                              SANDS BROTHERS VENTURE CAPITAL III LLC

                              By: SB Venture Capital Management III LLC, Manager


                                  /s/ Steven Sands
                              By: _______________________________
                                  Name:  Steven Sands
                                  Title: Manager

                              SANDS BROTHERS VENTURE CAPITAL IV LLC

                              By: SB Venture Capital Management IV LLC, Manager


                                  /s/ Steven Sands
                              By: _______________________________
                                  Name:  Steven Sands
                                  Title: Manager



                [Signature Page to Registration Rights Agreement]