CONVERSION SERVICES INTERNATIONAL, INC. 10% CONVERTIBLE UNSECURED NOTE

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

FOR VALUE RECEIVED, the undersigned, Conversion Services International, Inc., a Delaware corporation with an address at 100 Eagle Rock Avenue, East Hanover, New Jersey 07936, ("Maker"), promises to pay to Hare & Co., with an address at c/o TAG Virgin Islands, Inc., The Tunick Building, 1336 Beltjen Road, Suite 202, St. Thomas, VI 00802, as agent ("Payee"), on December 27, 2008, or sooner as otherwise provided herein (the "Maturity Date"), the principal amount of Twenty Thousand ($20,000) Dollars in lawful money of the United States of America (the "Principal”). This Note bears interest (the "Interest"), payable on the earlier of the Maturity Date or the date on which this Note is converted into Maker's common stock as provided herein, at the annual rate of ten percent (10%), except as otherwise provided herein, until the Principal and all accrued Interest thereon (collectively the “Obligations”) shall be paid in full. This Note is convertible into Maker's common stock, par value $0.001 per share (the "Common Stock"), as set forth below.

1.   Interest; Repayment of Principal .

Interest on the Note will accrue from the most recent date to which Interest has been paid or, if no Interest has been paid, from the date of delivery of the Note. It will be computed on the basis of a 360-day year of twelve 30-day months. Maker shall repay to Payee the full Principal, Twenty Thousand ($20,000) Dollars, on the Maturity Date plus accrued but unpaid Interest.

2.  Method of Payment .

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

3.   Conversion .

(a)   Conversion of Note. Except as provided in Paragraph (c)(iii) of this Section 3 below, by or on the Maturity Date, the Obligations will either be: (1) repaid in full to the Payee, or (2) converted into Common Stock. The price for conversion (the “Conversion Price”), subject to adjustment as provided in Section 4 below, shall be $0.08 per share. Maker will not issue a fractional share of Common Stock upon conversion but will round any fractional share to the nearest share so that if the fraction is less than 0.5 no share shall be issued and if the fraction is 0.5 or higher Maker shall issue one full share. Maker shall pay Payee all accrued but unpaid Interest (the “Outstanding Interest”) as of the Conversion Date, as defined in Paragraph 3 (b) below, as provided in Paragraph 3(b) below. The date on which the Maker shall deliver the Common Stock and outstanding Interest is herein referred to as the “Conversion Date.” After the Conversion Date, this Note shall be void and Payee shall have the sole right to receive the Common Stock and outstanding Interest.

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

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

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

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

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

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

4.   Adjustment in Conversion Price .

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

(b)   Subscription Offerings. In case Maker shall issue to all of its existing stockholders or otherwise grant rights, options, or warrants entitling the holders thereof to subscribe for or purchase Common Stock (or securities convertible into or exchangeable for Common Stock) at a price per share (or having a conversion price per share, in the case of a security convertible into or exchangeable for Common Stock) less than the Current Market Price per share (as defined in Paragraph 4(d) below) on the record date for the determination of stockholders entitled to receive such rights or granting date, as the case may be, then in each such case the Conversion Price in effect immediately prior to such action (the “Existing Conversion Price”) shall be adjusted by multiplying the Existing Conversion Price in effect immediately prior to such record or granting date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record or granting date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so to be offered (or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price and of which the denominator shall be the number of shares of Common Stock outstanding on such record or granting date plus the number of additional shares of Common Stock to be offered for subscription or purchase (or into which the convertible or exchangeable securities so to be offered are initially convertible or exchangeable). Such adjustment shall become effective at the close of business on such record or granting date; provided , however , that, to the extent the shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) are not delivered, the Conversion Price shall be readjusted after the expiration of such rights, options, or warrants (but only to the extent that this Note is not converted after such expiration), to the Conversion Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) actually issued. In case any subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined by Maker's Board of Directors, in good faith. Shares of Common Stock owned by or held for the account of Maker or any majority-owned subsidiary shall not be deemed outstanding for the purpose of any such computation.

(c)   Other Rights to Acquire Common Stock. In case Maker shall distribute to all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of Maker) or rights or warrants to subscribe for or purchase Common Stock (excluding those referred to in Paragraph 4(b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the Current Market Price per share (as defined in Paragraph 4(d) below) of the Common Stock on the record date mentioned below less the then fair market value (as determined in good faith by the Board of Directors of Maker) of the portion of the assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock, and the denominator shall be the Current Market Price per share of the Common Stock. Such adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution.

(d)   Current Market Price. For the purpose of any computation under Paragraphs 4(b) and (c) above, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily “Closing Price” for the thirty (30) consecutive trading days commencing forty five (45) trading days before such date. The "Closing Price" for each day shall mean the last reported sales price regular way or, in case no such reported sale takes place on such day, the closing bid price regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the highest reported bid price as furnished by the National Association of Securities Dealers, Inc. through NASDAQ or similar organization if NASDAQ is no longer reporting such information, or by the Pink Sheets, LLC or similar organization if the Common Stock is not then quoted on an inter-dealer quotation system. If on any such date the Common Stock is not quoted by any such organization, the fair value of the Common Stock on such date, as determined in good faith by Maker's Board of Directors, shall be used.

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

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

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

(h)   Number of Shares. Upon each adjustment of th