SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934



[X]   Filed by Registrant
|_|   Filed by a Party other than the Registrant



Check the appropriate box:
|_|   Preliminary Proxy Statement

|_|   Confidential, for use by Commission Only (as permitted by Rule
      14a-6(e)(2))

[X]   Definitive Proxy Statement

|_|   Definitive Additional Materials

|_|   Soliciting Material Pursuant to ss.240.14a-12



                     CONVERSION SERVICES INTERNATIONAL, INC.

                (Name of Registrant As Specified in its Charter)

                                       N/A

       (Name of Persons Filing Proxy Statement, if other than Registrant)



Payment of Filing Fee (Check the appropriate box):
[X]   No fee required.

|_|   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.



1)    Title of each class of securities to which transaction applies:


            N/A
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2)    Aggregate number of securities to which transaction applies:


            N/A
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3)    Per unit price or other underlying value of transaction computed pursuant
      to Exchange Act Rule 0-11: Set forth the amount on which the filing fee is
      calculated and state how it was determined.

            N/A
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4)    Proposed maximum aggregate value of transaction:


            N/A
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5)    Total fee paid:


            N/A
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      |_|   Fee paid previously with preliminary materials.

      |_|   Check box  if  any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify  the filing for  which the  offsetting  fee was
paid previously.  Identify the previous filing by registration statement number,
or the Form or Schedule and date of its filing.


            1)    Amount Previously Paid:

                      N/A
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            2)    Form, Schedule or Registration Statement No.:

                      N/A
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            3)    Filing Party:

                      N/A
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            4)    Date Filed:

                      N/A
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                     CONVERSION SERVICES INTERNATIONAL, INC.
                              100 Eagle Rock Avenue
                         East Hanover, New Jersey 07936


                                          July 17, 2006

Dear Fellow Stockholder:

      The  2006  Annual  Meeting  of  Stockholders  (the  "Annual  Meeting")  of
Conversion Services International, Inc. (the "Company" or "CSI") will be held at
10:00 a.m. on Monday, August 7, 2006 at 100 Eagle Rock Avenue, East Hanover, New
Jersey 07936.  Enclosed you will find a formal Notice of Annual  Meeting,  Proxy
Card and Proxy  Statement,  detailing  the  matters  which  will be acted  upon.
Directors  and  Officers of the Company will be present to help host the meeting
and to respond to any questions from our  stockholders.  I hope you will be able
to attend.

      Please  sign,  date and return the  enclosed  Proxy  without  delay in the
enclosed  envelope.  If you attend the Annual  Meeting,  you may vote in person,
even if you have previously mailed a Proxy, by withdrawing your Proxy and voting
at the meeting.  Any stockholder  giving a Proxy may revoke the same at any time
prior to the voting of such Proxy by giving  written notice of revocation to the
Secretary,  by submitting a later dated Proxy or by attending the Annual Meeting
and voting in person.  The Company's  Annual Report on Form 10-KSB/A  (including
audited  financial  statements)  for the fiscal  year ended  December  31,  2005
accompanies the Proxy Statement. All shares represented by Proxies will be voted
at the Annual Meeting in accordance with the specifications  marked thereon,  or
if no specifications are made, (a) as to Proposal 1, the Proxy confers authority
to vote "FOR" all of the seven persons  listed as  candidates  for a position on
the Board of  Directors,  (b) as to Proposal 2, the Proxy  confers  authority to
vote "FOR" the  ratification  of  Friedman  LLP,  as the  Company's  independent
auditors for the fiscal year ending December 31, 2006, (c) as to Proposal 3, the
Proxy  confers  authority to vote "FOR"  amending the Company's  Certificate  of
Incorporation,  as amended,  to increase the amount of the Company's  authorized
common stock, par value $.001 per share (the "Common  Stock"),  from eighty-five
million (85,000,000) to one hundred million (100,000,000), (d) as to Proposal 4,
the Proxy confers  authority to vote "FOR" amending the Company's 2003 Incentive
Plan (the "Plan") to increase the number of stock options  reserved for issuance
under the Plan from six  million  six-hundred  sixty-six  thousand  six  hundred
sixty-seven  (6,666,667)  to ten million  (10,000,000),  and (e) as to any other
business which comes before the Annual Meeting,  the Proxy confers  authority to
vote in the Proxy holder's discretion.

      The Company's  Board of Directors  believes that a favorable vote for each
candidate  for a position on the Board of  Directors  and for all other  matters
described in the attached Notice of Annual Meeting and Proxy Statement is in the
best interest of the Company and its  stockholders  and  recommends a vote "FOR"
all  candidates and all other  matters.  Accordingly,  we urge you to review the
accompanying material carefully and to return the enclosed Proxy promptly.

      Thank  you for  your  investment  and  continued  interest  in  Conversion
Services International, Inc.

                                          Sincerely,




                                          Scott Newman
                                          President and Chief Executive Officer



                     CONVERSION SERVICES INTERNATIONAL, INC.
                              100 Eagle Rock Avenue
                         East Hanover, New Jersey 07936

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                        TO BE HELD MONDAY AUGUST 7, 2006

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

To our Stockholders:

      Notice is hereby given that the 2006 Annual Meeting (the "Annual Meeting")
of Stockholders  of Conversion  Services  International,  Inc. (the "Company" or
"CSI"),  a Delaware  corporation,  will be held at our  principal  office at 100
Eagle Rock Avenue, East Hanover, New Jersey 07936, on Monday,  August 7, 2006 at
10:00 a.m., for the following purposes:

      1.    To elect seven  Directors  to the Board of  Directors to serve until
            the 2007 Annual Meeting of  Stockholders  or until their  successors
            have been duly elected or appointed and qualified;
      2.    To ratify the  appointment  by the Audit  Committee  of the Board of
            Directors  of Friedman  LLP, to serve as the  Company's  independent
            auditors for the fiscal year ending December 31, 2006;
      3.    To amend the Certificate of Incorporation,  as amended,  to increase
            the amount of the Company's authorized Common Stock, par value $.001
            per  share  (the   "Common   Stock"),   from   eighty-five   million
            (85,000,000) to one hundred million (100,000,000);
      4.    To amend the Company's  2003 Incentive Plan (the "Plan") to increase
            the number of stock  options  reserved for  issuance  under the Plan
            from  six  million   six-hundred   sixty-six  thousand  six  hundred
            sixty-seven (6,666,667) to ten million (10,000,000); and
      5.    To consider and take action upon such other business as may properly
            come before the Annual Meeting or any adjournments thereof.

      The Board of Directors has fixed the close of business on July 1, 2006, as
the record date for determining the  stockholders  entitled to notice of, and to
vote at, the Annual Meeting or any adjournments thereof.

      For a period of 10 days prior to the Annual Meeting,  a stockholders  list
will be kept at the Company's  office and shall be available  for  inspection by
stockholders  during usual  business  hours.  A  stockholders  list will also be
available for inspection at the Annual Meeting.

      Your attention is directed to the accompanying Proxy Statement for further
information regarding each proposal to be made.

      STOCKHOLDERS UNABLE TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE,
DATE AND SIGN  THE  ACCOMPANYING  PROXY  AND  MAIL IT IN THE  ENCLOSED  STAMPED,
SELF-ADDRESSED  ENVELOPE AS PROMPTLY  AS  POSSIBLE.  IF YOU SIGN AND RETURN YOUR
PROXY WITHOUT  SPECIFYING  YOUR CHOICES IT WILL BE  UNDERSTOOD  THAT YOU WISH TO
HAVE YOUR SHARES VOTED IN ACCORDANCE WITH THE DIRECTORS' RECOMMENDATIONS. IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY, IF YOU DESIRE, REVOKE YOUR PROXY AND VOTE IN
PERSON.

                              By Order of the Board of Directors



                              Mitchell Peipert, Secretary

July 17, 2006



                              TABLE OF CONTENTS

                                                                           Page
                                                                           ----

INTRODUCTION                                                                  1

PROPOSAL 1     ELECTION OF DIRECTORS                                          7

PROPOSAL 2     RATIFICATION OF APPOINTMENT OF INDEPENDENT DIRECTORS          10

PROPOSAL 3     DIRECTORS PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
               TO EFFECT AN INCREASE IN AUTHORIZED COMMON STOCK              12

PROPOSAL 4     APPROVAL OF AMENDMENT TO 2003 INCENTIVE PLAN TO INCREASE THE
               NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE
               THEREUNDER                                                    15

EXECUTIVE COMPENSATION                                                       19

OPTION/SAR GRANTS DURING FISCAL 2005                                         20

EMPLOYMENT AGREEMENTS                                                        20

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934         21

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS                                              22

EQUITY COMPENSATION PLAN DISCLOSURE                                          23

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS                         23

GENERAL                                                                      25

STOCKHOLDER PROPOSALS FOR THE 2007 ANNUAL MEETING AND GENERAL
COMMUNICATIONS                                                               25

REVOCABILITY OF PROXY                                                        25

METHOD OF COUNTING VOTES                                                     26



                     CONVERSION SERVICES INTERNATIONAL, INC.
                              100 Eagle Rock Avenue
                         East Hanover, New Jersey 07936


                                 PROXY STATEMENT

                       2006 ANNUAL MEETING OF STOCKHOLDERS

      This Proxy Statement is furnished in connection  with the  solicitation by
and on behalf of the Board of Directors (the "Board of Directors" or "Board") of
Conversion  Services  International,  Inc.  of  proxies  to be voted at the 2006
Annual  Meeting of  Stockholders  to be held at 10:00 a.m. on Monday,  August 7,
2006 at our principal office at 100 Eagle Rock Avenue, East Hanover,  New Jersey
07936 and at any  adjournments  thereof  (the "Annual  Meeting").  In this proxy
statement,  Conversion  Services  International,  Inc.  is referred to as "CSI",
"we", "us", "our" or "the Company" unless the context indicates  otherwise.  The
Annual  Meeting  has been called to  consider  and take action on the  following
proposals: (i) To elect seven Directors to the Board of Directors to serve until
the 2007 Annual Meeting of Stockholders or until their successors have been duly
elected or appointed and qualified;  (ii) To ratify the appointment by the Audit
Committee  of  our  Board  of  Directors  of  Friedman  LLP,  as  the  Company's
independent  auditors for the fiscal year ending  December  31,  2006;  (iii) To
amend the Certificate of  Incorporation,  as amended,  to increase the amount of
the Company's  authorized  Common Stock,  par value $.001 per share (the "Common
Stock"),   from  eighty-five   million   (85,000,000)  to  one  hundred  million
(100,000,000);  (iv) To amend the Company's  2003 Incentive Plan (the "Plan") to
increase the number of stock options  reserved for issuance  under the Plan from
six million six-hundred  sixty-six thousand six hundred sixty-seven  (6,666,667)
to ten million (10,000,000), and (v) To consider and take action upon such other
business  as may  properly  come before the Annual  Meeting or any  adjournments
thereof.

      The Board of  Directors  knows of no other  matters  to be  presented  for
action at the Annual Meeting. However, if any other matters properly come before
the  Annual  Meeting,  the  persons  named in the proxy  will vote on such other
matters  and/or for other nominees in accordance  with their best judgment.  The
Company's Board of Directors  recommends that the stockholders  vote in favor of
each of the proposals. Only holders of record of Common Stock, of the Company at
the close of  business on July 1, 2006 (the  "Record  Date") will be entitled to
vote at the Annual Meeting.

      The  principal  executive  offices of the Company are located at 100 Eagle
Rock Avenue,  East Hanover,  New Jersey 07936 and its telephone  number is (973)
560-9400. The approximate date on which this Proxy Statement, the proxy card and
other  accompanying  materials are first being sent or given to  stockholders is
July 17, 2006. A copy of the  Company's  Annual  Report on Form 10-KSB/A for the
fiscal year ended December 31, 2005 is enclosed with these materials, but should
not be considered proxy solicitation material.

                                         1


                 INFORMATION CONCERNING SOLICITATION AND VOTING

      As of the Record Date, there were 49,988,634  outstanding shares of Common
Stock,  each  share  entitled  to one vote on each  matter to be voted on at the
Annual  Meeting.  As of the Record  Date,  the  Company  had  approximately  474
beneficial  holders of record of Common Stock.  Only holders of shares of Common
Stock on the Record  Date will be entitled  to vote at the Annual  Meeting.  The
holders of Common Stock are entitled to one vote on all matters presented at the
meeting  for each share held of record.  The  presence  in person or by proxy of
holders of record of a majority of the shares  outstanding  and entitled to vote
as of the Record Date shall be required for a quorum to transact business at the
Annual  Meeting.  If a quorum should not be present,  the Annual  Meeting may be
adjourned until a quorum is obtained.

      Each nominee to be elected as a director  named in Proposal 1 must receive
the vote of a plurality  of the votes of the shares of Common  Stock  present in
person or represented  by proxy at the meeting.  For the purposes of election of
directors, although abstentions will count toward the presence of a quorum, they
will not be  counted  as votes cast and will have no effect on the result of the
vote.

      The affirmative  vote of the holders of a majority of the shares of Common
Stock present in person or  represented  by proxy at the meeting is required for
approval of the  ratification  of the  selection of Friedman LLP as  independent
auditors  of the  Company  for the fiscal  year 2006  described  in  Proposal 2.
Abstentions  will not be counted as votes entitled to be cast on this matter and
will have no effect on the result of the vote.

      The amendment of the Company's  Certificate of  Incorporation  to increase
the number of  authorized  shares of Common  Stock,  as described in Proposal 3,
requires  the  affirmative  vote of the holders of a majority  of the  Company's
outstanding shares of Common Stock entitled to vote.

      The  amendment  of the  Company's  Plan to  increase  the  number of stock
options  reserved  for  issuance,  as  described  in  Proposal 4,  requires  the
affirmative  vote of the  holders  of a majority  of the shares of Common  Stock
present in person or represented by proxy at the meeting.

      "Broker   non-votes,"   which  occur  when  brokers  are  prohibited  from
exercising  discretionary  voting  authority for beneficial  owners who have not
provided voting instructions, will not be counted for the purpose of determining
the number of shares  present in person or by proxy on a voting  matter and will
have no effect on the  outcome of the vote.  Brokers  who hold  shares in street
name may vote on behalf of beneficial  owners with respect to Proposals 1 and 2.
The  approval  of all other  matters  to be  considered  at the  Annual  Meeting
requires the  affirmative  vote of a majority of the eligible  votes cast at the
Annual Meeting on such matters.

      The  expense of  preparing,  printing  and mailing  this Proxy  Statement,
exhibits  and the  proxies  solicited  hereby will be borne by the  Company.  In
addition to the use of the mails,  proxies  may be  solicited  by  officers  and
directors and regular employees of the Company, without additional remuneration,
by personal interviews,  telephone or facsimile  transmission.  The Company will
also request  brokerage firms,  nominees,  custodians and fiduciaries to forward
proxy  materials  to the  beneficial  owners of shares of Common  Stock  held of
record and will provide  reimbursements  for the cost of forwarding the material
in accordance with customary charges.

      Proxies given by  stockholders of record for use at the Annual Meeting may
be  revoked  at any time  prior to the  exercise  of the  powers  conferred.  In
addition to revocation  in any other manner  permitted by law,  stockholders  of
record giving a proxy may revoke the proxy by an instrument in writing, executed
by the  stockholder  or his or her  attorney  authorized  in writing  or, if the
stockholder is a corporation, by an officer or attorney thereof duly authorized,
and deposited either at the corporate headquarters of the Company at any time up
to and including the last business day preceding the day of the Annual  Meeting,
or any  adjournments  thereof,  at which  the  proxy is to be used,  or with the
chairman of such Annual Meeting on the day of the Annual Meeting or adjournments
thereof, and upon either of such deposits the proxy is revoked.

      Proposals  1, 2, 3 and 4 do not  give  rise to any  statutory  right  of a
stockholder  to  dissent  and  obtain  the  appraisal  of or  payment  for  such
stockholder's shares.

      ALL  PROXIES  RECEIVED  WILL BE  VOTED  IN  ACCORDANCE  WITH  THE  CHOICES
SPECIFIED  ON SUCH  PROXIES.  PROXIES WILL BE VOTED IN FAVOR OF A PROPOSAL IF NO
CONTRARY  SPECIFICATION IS MADE. ALL VALID PROXIES OBTAINED WILL BE VOTED AT THE
DISCRETION OF THE PERSONS NAMED IN THE PROXY WITH RESPECT TO ANY OTHER  BUSINESS
THAT MAY COME BEFORE THE ANNUAL MEETING.

                                       2


                              Corporate Governance


      The Company's  Board of Directors  has long  believed that good  corporate
governance  is important to ensure that the Company is managed for the long-term
benefit of stockholders.  During the past year, the Company's Board of Directors
has continued to review its governance  practices in light of the Sarbanes-Oxley
Act of 2002 and new  Securities  and Exchange  Commission  (the "SEC") rules and
regulations.  This section  describes key corporate  governance  guidelines  and
practices that the Company has adopted.  Complete copies of the Audit Committee,
Compensation   Committee  and  Nominating  and  Corporate  Governance  Committee
charters are posted on the Company's website at  www.csiwhq.com.  Alternatively,
you can request a copy of any of these documents by writing to the Company.  The
contents of our website should not be considered proxy solicitation material.

Code of Conduct and Ethics

      Our Board of  Directors  has adopted a Code of Conduct and Ethics which is
applicable   to   all   our   directors,   officers,   employees,   agents   and
representatives,   including  our  principal  executive  officer  and  principal
financial officer,  principal accounting officer or controller, or other persons
performing  similar  functions.  We have made available on our website copies of
our Code of Conduct and Ethics and charters for the  committees of our Board and
other information that may be of interest to investors.

Board Meetings and Attendance of Directors

      During fiscal year 2005, the Board of Directors held four meetings, all of
which were  attended by all of the  Company's  Directors  during the period that
such person was a member of the Board of Directors, and took action by unanimous
written consent on 18 occasions.  Directors are expected to attend all meetings.
All of our Directors are expected to attend the Annual Meeting.

      Special  meetings are held from time to time to consider matters for which
approval of the Board of Directors is desirable or required by law.

Director Independence

      The Board  has  reviewed  each of the  directors'  relationships  with the
Company in  conjunction  with  Section  121(A) of the listing  standards  of the
American Stock Exchange  ("AMEX") and has  affirmatively  determined that two of
our  directors,  Lawrence K.  Reisman and Joseph  Santiso,  are  independent  of
management  and  free  of any  relationship  that  would  interfere  with  their
independent  judgment as members of the Audit  Committee.  Frederick  Lester and
Thomas Pear, who are being  nominated for the first time, if approved,  would be
independent of management and free of any relationship that would interfere with
their independent judgment. It is expected that Thomas Pear will become a member
of the Audit Committee.

Committees of the Board of Directors

      The Board of Directors has established three standing committees:  (1) the
Audit  Committee,  (2) the  Compensation  Committee and (3) the  Nominating  and
Corporate Governance Committee. Each committee operates under a charter that has
been  approved  by the  Board.  Copies  of  the  Audit  Committee,  Compensation
Committee and  Nominating  and Corporate  Governance  Committee's'  charters are
posted on the Company's website.  Mr. Reisman and Mr. Santiso are the members of
each of such committees.  Mr. Pear, if approved,  would be a member of each such
committee as well. Mr. Reisman serves as the Chair of each of such committees.

                                       3


Audit Committee

      The Audit  Committee  was formed in April 2005.  The Audit  Committee  met
three since its formation and each member of the Audit  Committee was present at
such  meeting.  The Audit  Committee  is  responsible  for  matters  relating to
financial reporting,  internal controls,  risk management and compliance.  These
responsibilities  include appointing,  overseeing,  evaluating and approving the
fees of our  independent  auditors,  reviewing  financial  information  which is
included in our Annual Report on Form 10-KSB/A,  discussions with management and
the  independent  auditors  the  results of the annual  audit and our  quarterly
financial statements,  reviewing with management our system of internal controls
and  financial  reporting  process and  monitoring  our  compliance  program and
system.

      The Audit Committee operates pursuant to a written charter, adopted by the
Board, which sets forth the functions and responsibilities of this committee.  A
copy of the charter can be viewed on our website.  All members of this committee
are independent directors under the AMEX listing standards.

      The Audit Committee  currently is composed of two  independent  directors.
The Board of Directors has determined that Lawrence K. Reisman,  the committee's
chairman,  meets the SEC criteria of an "audit committee  financial expert",  as
defined in Item 401(h) of Regulation S-K.

Audit Committee Report

      The Audit  Committee  assists the Board of  Directors  in  fulfilling  its
oversight  responsibilities with respect to the Company's consolidated financial
statements, the Company's compliance with legal and regulatory requirements, the
Company's  system  of  internal   control  over  financial   reporting  and  the
qualifications,  independence  and  performance of its internal and  independent
auditors.  The Audit  Committee  has the sole  authority and  responsibility  to
select,  evaluate  and,  when  appropriate,  replace the  Company's  independent
auditors.

      Management is responsible for the Company's  financial  reporting process,
including the Company's internal control over financial  reporting,  and for the
preparation  of the Company's  consolidated  financial  statements in accordance
with generally accepted accounting principles.  Friedman LLP ("Friedman") as the
Company's  independent  auditors,  are  responsible for auditing those financial
statements  and  management's  assessment  of internal  control  over  financial
reporting  and  expressing  its  opinion  as to the  fairness  of the  financial
statement   presentation  in  accordance  with  generally  accepted   accounting
principles,  the fairness of management's  assessment of the Company's  internal
control  over  financial  reporting,  and  the  effectiveness  of the  Company's
internal control over financial reporting.  Our responsibility is to oversee and
review  these  processes.  We are not,  however,  professionally  engaged in the
practice  of  accounting  or  auditing  and do not  provide  any expert or other
special  assurance as to such financial  statements  concerning  compliance with
laws,  regulations or generally accepted accounting  principles or as to auditor
independence.  We rely,  without  independent  verification,  on the information
provided to us and on the representations made by management and the independent
auditors.

      In this context,  we have met and held  discussions  with  management  and
Friedman,  the Company's independent auditors for the fiscal year ended December
31, 2005. Management represented to us that the Company's consolidated financial
statements  were  prepared in  accordance  with  generally  accepted  accounting
principles,  and we have reviewed and discussed with  management,  the Company's
internal auditors and Friedman the Company's  consolidated  financial statements
for the fiscal year ended December 31, 2005 and the Company's  internal  control
over financial  reporting.  We also discussed with Friedman the matters required
to  be  discussed  by  Statement  on  Auditing  Standards  No.  61,  as  amended
(Communication  with Audit  Committees).  Friedman  provided  to us the  written
disclosures required by Independence  Standards Board Standard No. 1, as amended
(Independence  Discussions  with  Audit  Committees),  and  we  discussed  their
independence with them. In determining  Friedman's  independence,  we considered
whether their provision of non-audit services to the Company was compatible with
maintaining independence. We received regular updates on Friedman's fees and the
scope of audit and  non-audit  services  they  provided.  All such services were
provided  consistent with  applicable  rules and our  pre-approval  policies and
procedures.

                                       4


      Based on our  discussions  with  management,  our  internal  auditors  and
Friedman and our review of the  representations of management and Friedman,  and
subject  in all  cases  to the  limitations  on our  role  and  responsibilities
referred to above and set forth in the Audit Committee  Charter,  we recommended
to the Board of Directors  that the  Company's  audited  consolidated  financial
statements  for the fiscal  year ended  December  31,  2005 be  included  in the
Company's  Annual  Report  on  Form  10-KSB/A.  We  also  approved,  subject  to
stockholder ratification, the selection of Friedman as the Company's independent
auditors for the fiscal year ending December 31, 2006.


                                         Members of the Audit Committee

                                         Lawrence K. Reisman (Chair)
                                         Joseph Santiso

Compensation Committee

      The  Compensation  Committee  was  formed  in May 2005 and did not meet in
fiscal 2005. The  Compensation  Committee is responsible for matters relating to
the  development,  attraction and retention of the Company's  management and for
matters relating to the Company's  compensation and benefit programs. As part of
its  responsibilities,  this committee  evaluates the performance and determines
the  compensation  of the  Company's  Chief  Executive  Officer and approves the
compensation of our senior officers.

      The  Compensation  Committee  operates  under a written  charter that sets
forth  the  functions  and  responsibilities  of this  committee.  A copy of the
charter can be viewed on our website.

      Pursuant to its charter,  the Compensation  Committee must be comprised of
at least two (2) Directors  who, in the opinion of the Board of Directors,  must
meet the definition of "independent  director"  within the rules and regulations
of the SEC.  The Board of  Directors  has  determined  that all  members of this
committee are independent directors under the AMEX listing standards.

Nominating and Corporate Governance Committee

      The  Nominating  and Corporate  Governance  Committee is  responsible  for
providing  oversight  on  a  broad  range  of  issues  regarding  our  corporate
governance practices and policies and the composition and operation of the Board
of Directors.  These responsibilities include reviewing potential candidates for
membership on the Board and  recommending  to the Board nominees for election as
directors of the Company.

                                       5


      The Nominating and Corporate  Governance  Committee was formed in May 2005
and did not meet in fiscal 2005. A complete  description  of the  Nominating and
Corporate Governance Committee's responsibilities is set forth in the Nominating
and Corporate  Governance written charter. A copy of the charter is available to
stockholders  on the  Company's  website.  All  members  of the  Nominating  and
Corporate  Governance Committee are "independent" as independence for nominating
committee  members is defined under the AMEX listing  standards.  The Nominating
and Corporate  Governance  Committee will consider director nominees recommended
by  stockholders.  To  recommend a nominee  please write to the  Nominating  and
Corporate Governance Committee c/o the Company,  Attn:  Secretary.  There are no
minimum  qualifications for consideration for nomination to be a director of the
Company.  The nominating  committee will assess all director  nominees using the
same criteria.  Nominations made by stockholders  must be made by written notice
received by the  Secretary  of the  Company  within 30 days of the date on which
notice  of  a  meeting  for  the   election  of  directors  is  first  given  to
stockholders. The Nominating and Corporate Governance Committee and the Board of
Directors  carefully consider nominees  regardless of whether they are nominated
by stockholders,  the Nominating and Corporate  Governance Committee or existing
board-members.  Four of the seven nominees to serve as directors on the Board of
Directors of the Company have previously served in such capacities.  During 2005
the  Company  did  not pay  any  fees to any  third  parties  to  assist  in the
identification  of nominees.  The Company did not receive any  director  nominee
suggestions from stockholders for the Annual Meeting.

Compensation of Directors

      Directors  of the  Company  who are not  employees  of the  Company or its
subsidiaries  are entitled to receive  compensation  for serving as directors in
the  amount of  $10,000  per annum  (50% cash and 50%  stock),  $1,000 per Board
meeting attended in person,  $500 per Board meeting attended via teleconference,
$500 per  Committee  meeting  attended,  and an annual  stock option grant to be
determined by the Board of  Directors.  Directors may be removed with or without
cause by a vote of the majority of the stockholders then entitled to vote. Other
than as  described  in  "Executive  Compensation"  below,  there  were no  other
arrangements  pursuant to which any director was compensated  during fiscal 2005
for any services provided as a director.

Compensation Committee Interlocks and Insider Participation

      None  of the  members  of the  Compensation  Committee  is or has  been an
officer or  employee of the  Company.  In  addition,  none of the members of the
Compensation  Committee  had any  relationships  with the  Company  or any other
entity that require disclosure under the proxy rules and regulations promulgated
by the SEC.


                                       6


                                   PROPOSAL 1

                              ELECTION OF DIRECTORS

      At the  Annual  Meeting,  seven  individuals  will be  elected to serve as
directors  until the next  annual  meeting or until  their  successors  are duly
elected,  appointed and qualified.  The Company's  Board of Directors  currently
consists of four persons. Four of the individuals who are nominated for election
to the Board of  Directors  are existing  directors  of the  Company.  Robert C.
DeLeeuw,  Frederick  Lester and Thomas  Pear are being  nominated  for the first
time.  Unless a stockholder  WITHHOLDS  AUTHORITY,  a properly  signed and dated
proxy will be voted "FOR" the election of the persons  named  below,  unless the
proxy contains contrary  instructions.  Management has no reason to believe that
any of the  nominees  will not be a  candidate  or will be  unable to serve as a
director.  However,  in the event any nominee is not a candidate or is unable or
unwilling  to  serve  as a  director  at the time of the  election,  unless  the
stockholder withholds authority from voting, the proxies will be voted "FOR" any
nominee who shall be  designated  by the present Board of Directors to fill such
vacancy.

      The name and age of each of the  seven  nominees,  his  position  with the
Company, his principal  occupation,  and the period during which such person has
served as a director are set out below.

Biographical Summaries of Nominees for the Board of Directors



     Name of Nominee       Age      Position with      Principal Occupation     Director
                                     the Company                                 Since

                                                                    
Scott Newman                47     President, Chief      President and Chief       2004
                                   Executive            Executive Officer of
                                   Officer and               the Company
                                   Chairman

Glenn Peipert               45     Executive Vice          Executive Vice          2004
                                   President, Chief      President and Chief
                                   Operating            Operating Officer of
                                   Officer and               the Company
                                   Director

Lawrence K. Reisman         46     Director                CPA at the The          2004
                                                        Accounting Offices of
                                                            L.K. Reisman

Joseph Santiso              61     Director             President of The BCI       2005
                                                                Group

Robert C. DeLeeuw           50     Senior Vice          Senior Vice President    Nominee
                                   President               of the Company

Frederick Lester            48     None                Consulting Partner, NE    Nominee
                                                          Banking & Capital
                                                        Markets, Teradata, a
                                                           division of NCR

Thomas Pear                 53     None                 Principal in Saw Mill    Nominee
                                                        Sports Management and
                                                        management consultant


                                       7


      SCOTT NEWMAN has been our President,  Chief Executive Officer and Chairman
since  January  2004.  Mr.  Newman  founded  the  former   Conversion   Services
International, Inc. in 1990 (before its merger with and into the LCS) and is our
largest stockholder. He has over twenty years of experience providing technology
solutions to major companies  internationally.  Mr. Newman has direct experience
in strategic planning,  analysis,  design, testing and implementation of complex
big-data  solutions.  He  possesses  a  wide  range  of  software  and  hardware
architecture/discipline  experience,  including,  client/server, data discovery,
distributed  systems,  data  warehousing,  mainframe,  scaleable  solutions  and
e-business.  Mr.  Newman has been the  architect  and lead  designer  of several
commercial software products used by Chase,  Citibank,  Merrill Lynch and Jaguar
Cars. Mr. Newman advises and reviews data warehousing and business  intelligence
strategy on behalf of our Global 2000 clients,  including  AT&T Capital,  Jaguar
Cars,  Cytec  and  Chase.  Mr.  Newman  is a  member  of  the  Young  Presidents
Organization,  a leadership  organization  that  promotes the exchange of ideas,
pursuit of learning and sharing  strategies to achieve personal and professional
growth and success. Mr. Newman received his B.S. from Brooklyn College in 1980.

      GLENN  PEIPERT has been our  Executive  Vice  President,  Chief  Operating
Officer and Director  since January 2004.  Mr.  Peipert held the same  positions
with the former Conversion Services  International,  Inc. since its inception in
1990.  Mr.  Peipert  has over two  decades  of  experience  consulting  to major
organizations  about leveraging  technology to enable strategic  change.  He has
advised clients  representing a broad  cross-section of rapid growth  industries
worldwide. Mr. Peipert has hands on experience with the leading data warehousing
products.  His skills  include  architecture  design,  development  and  project
management.    He   routinely   participates   in   architecture   reviews   and
recommendations  for our Global 2000  clients.  Mr.  Peipert  has managed  major
technology  initiatives at Chase, Tiffany,  Morgan Stanley, Cytec and the United
States Tennis  Association.  He speaks  nationally on applying data  warehousing
technologies to enhance business  effectiveness  and has authored multiple white
papers regarding business intelligence. Mr. Peipert is a member of the Institute
of  Management  Consultants,   as  well  as  TEC  International,   a  leadership
organization  whose  mission is to increase  the  effectiveness  and enhance the
lives of chief  executives and those they influence.  Mr. Peipert is the brother
of Mitchell Peipert, our Vice President,  Chief Financial Officer, Secretary and
Treasurer. Mr. Peipert received his B.S. from Brooklyn College in 1982.

      LAWRENCE K. REISMAN has been a Director of our company since February 2004
and was  appointed  Chairman  of the Board's  Audit  Committee,  Nominating  and
Corporate  Governance  Committee and  Compensation  Committee in April 2005. Mr.
Reisman is a Certified  Public  Accountant who has been the principal of his own
firm, The Accounting  Offices of L.K. Reisman,  since 1986. Prior to forming his
company,  Mr.  Reisman was a tax  manager at Coopers & Lybrand and Peat  Marwick
Mitchell.  He routinely provides  accounting  services to small and medium-sized
companies,  which services include auditing, review and compilation of financial
statements, corporate, partnership and individual taxation, designing accounting
systems and management  consulting  services.  Mr. Reisman received his B.S. and
M.B.A. in Finance from St. John's University in 1981 and 1985, respectively.

      JOSEPH  SANTISO has been a Director of our company  since May 2005 and was
appointed by the Board to sit on the Board's  Audit  Committee,  Nominating  and
Corporate  Governance  Committee  and  Compensation  Committee in May 2005.  Mr.
Santiso  founded  and  is  President  of  The  BCI  Group,   which  consists  of
Breakthrough Concepts Inc., BCI Systems Inc. and BCI Knowledge Inc., since 1991.
Prior to founding BCI, Mr. Santiso was the Chief Accounting Officer for Citibank
Stock  Transfer  Services  Division,  a  Financial  Analyst in the  Comptrollers
Department of the Operational  Services Division at Irving Trust and a Professor
of Accounting at Jersey City State College.  Mr. Santiso  received his B.S. from
Pace University in 1973 with a major in Accounting and Finance.

                                       8


      ROBERT C. DELEEUW has been our Senior Vice  President and the President of
our wholly owned subsidiary,  DeLeeuw  Associates,  LLC, since March 2004 and is
our third largest  stockholder.  Mr. DeLeeuw  founded DeLeeuw  Associates,  LLC,
formerly  known as DeLeeuw  Associates,  Inc.,  in 1991.  Mr.  DeLeeuw  has over
twenty-five years experience in banking and consulting. During this time, he has
managed and supported some of the largest merger  projects in the history of the
financial services industry and has implemented  numerous  large-scale  business
and process change  programs for his clients.  He has been published in American
Banker,  Mortgage  Banking  Magazine,  The Journal of Consumer  Lending and Bank
Technology  News where he has also served as a member of the Editorial  Advisory
Board.  Mr. DeLeeuw received his B.S. from Rider University in 1979 and received
his M.S. in Management from Stevens Institute of Technology in 1986.

      FREDERICK  LESTER  is a  Director-nominee.  Presently  he is the  Regional
Consulting Partner,  NE Banking & Capital Markets,  Teradata  Corporation.  From
2005-2006,  Mr. Lester was the Consulting  Director at Cognos  Corporation,  and
from  1999-2005,  he was the Managing  Director at Competitive  Advantage,  Inc.
Prior to this,  Mr. Lester  served as Consulting  Director for KPMG and Managing
Partner at Teradata.  Mr. Lester's  undergraduate studies at Columbia University
focused on nuclear physics and mathematics.

      THOMAS PEAR is a Director-nominee. Presently he is a principal in Saw Mill
Sports  Management  and a  management  consultant.  From 1993 to 2006,  Mr. Pear
served as chief  financial  officer of The Atlantic Club, and also served as its
president  from 2002 to 2006.  Prior to this,  Mr. Pear served as vice president
and  general  manager of DM  Engineering,  vice  president  and chief  financial
officer of Tennis Equities,  and staff  accountant at Malkin,  Studley and Ramey
CPA, PC. Mr. Pear received his B.S. in Accounting from Nichols College in 1974.

      Board members are elected  annually by the  stockholders  and the officers
are appointed annually by the Board of Directors.

Vote Required

      Provided  that a quorum of  stockholders  is  present  at the  meeting  in
person,  or is represented by proxy, and is entitled to vote thereon,  Directors
will be  elected  by a  plurality  of the  votes  cast at the  meeting.  For the
purposes of election of directors,  although  abstentions  will count toward the
presence  of a quorum,  they will not be  counted as votes cast and will have no
effect on the result of the vote.

Recommendation of the Board of Directors

      The Board of  Directors  recommends  a vote FOR Messrs.  Newman,  Peipert,
Reisman,  Santiso,  DeLeeuw  ,Lester and Pear.  Unless  otherwise  instructed or
unless  authority to vote is withheld,  the enclosed proxy will be voted FOR the
election of the above listed nominees and AGAINST any other nominees.

                                       9


                                   PROPOSAL 2

                           RATIFICATION OF APPOINTMENT

                             OF INDEPENDENT AUDITORS


      Also submitted for  consideration  and voting at the Annual Meeting is the
ratification  of the  appointment  by the Company's  Board of Directors upon the
recommendation  of  the  Audit  Committee,   of  Freidman  LLP  ("Friedman")  as
independent  auditors  for the  purpose  of  auditing  and  reporting  upon  the
financial  statements  of the Company for the fiscal  year ending  December  31,
2006. The Board of Directors of the Company upon the recommendation of the Audit
Committee,  has selected and approved Friedman as independent  auditors to audit
and report upon the Company's  financial  statements.  Friedman has no direct or
indirect financial interest in the Company.

      Representatives  of  Friedman  are  expected  to be  present at the Annual
Meeting,  and they will be afforded an  opportunity  to make a statement  at the
Annual  Meeting  if  they  desire  to do  so.  It is  also  expected  that  such
representatives   will  be  available  at  the  Annual  Meeting  to  respond  to
appropriate questions by stockholders.

      On June 1, 2004,  Ehrenkrantz  Sterling & Co., LLC ("Ehrenkrantz")  merged
with  Friedman.  Freidman was selected by the Board of Directors on June 7, 2004
to audit the Company's financial statements.

      For the period since Ehrenkrantz's appointment through June 7, 2004, there
had  been  no  disagreements  with  Ehrenkrantz  on  any  matter  of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,   which   disagreements  if  not  resolved  to  the  satisfaction  of
Ehrenkrantz   would  have  caused  them  to  make  reference  thereto  in  their
independent  auditors report.  In addition,  for the period since  Ehrenkrantz's
appointment through June 7, 2004, we did not consult with Friedman regarding any
matter that was the subject of a "disagreement"  with Ehrenkrantz,  as that term
is defined in Item 304(a)(1)(iv) of Regulation S-K and the related  instructions
to Item 304 of Regulation S-K, or with regard to any "reportable event," as that
term  is  defined  in  Item  304(a)(1)(v)  of  Regulation  S-K,  except  as such
consultations as may have been made with former employees of Ehrenkrantz who are
now employees of Friedman.

Vote Required

      The  affirmative  vote of holders  of a majority  of the votes cast at the
Annual Meeting is required for the  ratification of the selection of Friedman as
the Company's independent auditors for the fiscal year ending December 31, 2006.

Recommendation of the Board of Directors

      The Board of  Directors  recommends a vote "FOR" the  ratification  of the
appointment of Friedman LLP as the Company's independent auditors for the fiscal
year ending December 31, 2006.  Unless marked to the contrary,  proxies received
from stockholders will be voted in favor of the ratification of the selection of
Freidman LLP as independent auditors for the Company for the fiscal year 2006.

                                       10


Information about Fees Billed by Independent Auditors

      The  following  table  sets  forth  fees  billed to us by our  independent
registered  public  accounting  firms during the fiscal years ended December 31,
2005 and  December  31, 2004 for:  (i)  services  rendered  for the audit of our
annual  financial   statements  and  the  review  of  our  quarterly   financial
statements;  (ii) services by our independent registered public accounting firms
that are  reasonably  related to the  performance  of the audit or review of our
financial  statements  and that are not reported as Audit Fees;  (iii)  services
rendered in connection  with tax  compliance,  tax advice and tax planning;  and
(iv) all other fees for services rendered.

                                                           FY 2005       FY 2004
                                                          --------      --------

Audit Fees                                                $319,748      $281,975
Audit Related Fees                                        $  8,700      $212,480
Tax Fees                                                  $ 78,850      $ 36,799
All Other Fees                                            $      0      $      0

All Other Fees

      For the year ended December 31, 2005, the Company incurred no professional
fees to its  independent  auditors with respect to all other  services.  For the
year  ended  December  31,  2005,  there  were no fees  billed by the  Company's
independent   auditors  for  professional   services  rendered  for  information
technology  services  relating  to  financial  information  systems  design  and
implementation.

      The Audit  Committee has the sole authority to  pre-approve  all audit and
non-audit services provided by the independent auditors to the Company.

                                       11


                                   PROPOSAL 3

          DIRECTORS' PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
                TO EFFECT AN INCREASE IN AUTHORIZED COMMON STOCK

General

      We are requesting stockholder approval to grant the Board of Directors the
authority to effect an increase in the  Company's  authorized  Common Stock from
eighty-five  million  (85,000,000)  to one hundred  million  (100,000,000)  (the
"Increase in Authorized"), for the following reasons:

      (1) the Company is authorized to issue  85,000,000  shares of Common Stock
of  which  49,988,634   shares  are  currently   outstanding  and  approximately
12,300,000  shares are reserved for issuance under outstanding  notes,  warrants
and  options.   Therefore,  we  currently  have  only  approximately  22,711,366
authorized  shares  available  to be issued or reserved  for  issuance  upon the
granting of new options or upon the issuance of new warrants or other securities
convertible into shares of Common Stock.

      The  Board of  Directors  has  unanimously  adopted  an  amendment  to the
Certificate of  Incorporation  to effect the Increase in Authorized and declared
that it is advisable for the stockholders to approve such amendment.

Principal Effects Of The Increase in Authorized

      The  Increase in  Authorized  was  determined  by the  Company's  Board of
Directors, in its sole discretion.

      The Company's  stockholders  will not realize any dilution in their voting
rights as a result of the Increase in Authorized but will experience dilution to
the extent that additional shares would be issued.

      Issuance of  significant  numbers of  additional  shares of the  Company's
Common Stock in the future (i) will dilute  stockholders'  percentage  ownership
and (ii) if such shares are issued at prices  below what  current  stockholders'
paid for their shares, may dilute the value of current stockholders' shares.

      When  the  Board  of  Directors  decides  to  implement  the  Increase  in
Authorized,  the Company will amend  Article  Fourth  Section A of the Company's
certificate of incorporation,  relating to the Company's  authorized capital, in
its entirety to state as follows:

      FOURTH:

      A. AUTHORIZED

      The  aggregate  number of shares of all classes of capital  stock with the
Corporation  shall have  authority to issue shall be one hundred  twenty million
(120,000,000) shares, consisting of:

      (1) twenty million (20,000,000) shares of preferred stock, par value $.001
per share ("Preferred Stock"); and

      (2) one hundred million  (100,000,000)  shares of common stock,  par value
$.001 per share ("Common Stock").

                                       12


      Based on stock  information as of the Record Date after  completion of the
Increase in Authorized, the Company will have approximately 49,988,634 shares of
issued and outstanding  Common Stock and 100,000,000 shares of authorized Common
Stock.

      The shares of authorized, but unissued Common Stock will be available from
time to time  for  corporate  purposes  including  raising  additional  capital,
acquisitions of companies or assets,  for strategic  transactions,  and sales of
Common Stock or securities  convertible  into Common Stock. The Company does not
have any present intention, plan, arrangement or agreement,  written or oral, to
issue shares of Common Stock for any purpose,  except for the issuance of shares
of Common Stock upon the exercise of outstanding convertible securities, options
or warrants to purchase  Common  Stock.  Although  the Company does not have any
present  intention to issue shares of Common Stock,  except as noted above,  the
Company may in the future raise funds  through the issuance of Common Stock when
conditions  are  favorable,  even if the Company does not have an immediate need
for additional capital at such time.

      The Company believes that the  availability of the additional  shares will
provide the Company with the  flexibility  to meet business needs as they arise,
to take  advantage  of  favorable  opportunities  and to  respond  to a changing
corporate  environment.  If the Company issues additional  shares, the ownership
interests of holders of the Company's Common Stock may be diluted.

      The following  chart  illustrates the impact of the Increase in Authorized
on the amount of Company  Common  Stock  outstanding,  reserved for issuance and
available for issuance


--------------------------------------------------------------------------------
Number of shares of CSI Common Stock       Current        After giving effect
              that is:                                     to proposal no. 3
--------------------------------------------------------------------------------
        currently outstanding            49,988,634            49,988,634
        reserved for issuance            16,314,164            16,314,164
       available for issuance            18,697,202            33,697,202
--------------------------------------------------------------------------------


      The issuance of additional shares of Common Stock may, among other things,
have a dilutive effect on earnings per share,  and on  stockholders'  equity and
voting  rights.  The  issuance of  additional  shares,  or the  perception  that
additional  shares may be issued,  may also adversely affect the market price of
the Common Stock. Holders of Common Stock have no preemptive rights.

      Shares of authorized  and unissued  Common Stock could be issued in one or
more  transactions  that could make more  difficult,  and therefore less likely,
that any takeover of the Company  could  occur.  Issuance of  additional  Common
Stock could have a deterrent effect on persons seeking to acquire  control.  The
Board also could,  although it has no present  intention of so doing,  authorize
the  issuance  of shares of Common  Stock to a holder who might  thereby  obtain
sufficient  voting power to assure that any proposal to effect certain  business
combinations  or amendment to the  Company's  Certificate  of  Incorporation  or
Bylaws would not receive the required  stockholder  approval.  Accordingly,  the
power to issue additional  shares of Common Stock could enable the Board to make
it more  difficult to replace  incumbent  directors and to  accomplish  business
combinations opposed by the incumbent Board.

                                       13


      Provisions in our certificate of  incorporation,  our amended and restated
bylaws and applicable  provisions of the Delaware  General  Corporation  Law may
make it more difficult and expensive for a third party to acquire  control of us
even if a  change  of  control  would  be  beneficial  to the  interests  of our
stockholders.  Such provisions could discourage  potential takeover attempts and
could adversely affect the market price of our common stock.  Specifically,  the
Company is authorized to issue blank check  preferred stock to thwart a takeover
attempt and currently  neither our certificate of incorporation  nor our amended
and restated bylaws allows cumulative voting in the election of directors, which
would  otherwise  allow  holders of less than a majority  of stock to elect some
directors.

      In  addition,  Section 203 of the  Delaware  General  Corporation  Law may
discourage, delay or prevent a change in control by prohibiting us from engaging
in a business  combination with an interested  stockholder for a period of three
years after the person becomes an interested  stockholder.  The Company also has
in place employment  agreements with Scott Newman,  Glenn Peipert,  and Mitchell
Peipert,  which provide for the payment to each of them in the event of a change
of control. See "Employment Agreements" below.

Procedure For Effecting The Increase in Authorized

      The Company will file the  certificate of amendment to the  Certificate of
Incorporation  with the Secretary of State of the State of Delaware at such time
as the Board of Directors has determined the appropriate  effective time for the
Increase in Authorized.  The form of certificate of amendment to the Certificate
of Incorporation is attached as Exhibit A to this Proxy Statement.

Vote Required

      The approval of the Increase in Authorized  requires the affirmative  vote
of a majority of the shares of voting stock present in person or  represented by
proxy at the Meeting.

Recommendation of the Board of Directors

      The  Board of  Directors  recommends  that  the  Stockholders  vote  "FOR"
Proposal 3 to approve the Increase in Authorized.

                                       14


                                   PROPOSAL 4

                            APPROVAL OF AMENDMENT TO
      2003 INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK
                        RESERVED FOR ISSUANCE THEREUNDER

2003 Incentive Plan

General

      The 2003 Incentive Plan (the "Plan") was approved at a special  meeting of
the Company's  stockholders on January 23, 2004. The Plan authorizes the Company
to issue 6,666,667 shares of Common Stock for issuance upon exercise of options,
and such shares have been  reserved.  It also  authorizes  the issuance of stock
appreciation rights, referred to herein as SARs. The Plan authorizes the Company
to grant:

      o     incentive stock options to purchase shares of Common Stock,
      o     non-qualified stock options to purchase shares of Common Stock, and
      o     SARs and shares of restricted Common Stock.

      The Plan may be amended,  terminated or modified by the Board of Directors
or the Stock Option  Committee at any time,  subject to stockholder  approval as
required  by law,  rule or  regulation.  No such  termination,  modification  or
amendment may affect the rights of an optionee  under an  outstanding  option or
the grantee of an award.

Objectives

      The purpose of the Plan is to advance the interests of the Company and its
stockholders  by  encouraging  and  facilitating  the ownership of the Company's
Common Stock by persons performing  services for the Company in order to enhance
the  ability of the  Company to  attract,  retain and reward  such  persons  and
motivate them to contribute to the growth and profitability of the Company.

Oversight

      The Stock Option Committee,  consisting of independent  directors Lawrence
K. Reisman (chairman),  Joseph Santiso, and if approved Thomas Pear,  administer
the Plan by making  determinations  regarding the persons to whom options should
be granted and the amount, terms, conditions and restrictions of the awards. The
Board or the Stock Option  Committee  also has the  authority  to interpret  the
provisions of the Plan and to establish  and amend rules for its  administration
subject to the Plan's limitations.

Types of grants

      The  Plan  allows  the   Company  to  grant   incentive   stock   options,
non-qualified  stock options,  shares of restricted  stock,  SARs in connections
with options and independent SARs. The Plan does not specify what portion of the
awards  may be in the  form of any of the  foregoing.  Incentive  stock  options
awarded to our employees are qualified stock options under the Internal  Revenue
Code.

                                       15


Eligibility

      Under the Plan,  the Company may grant  incentive  stock  options  only to
officers  and  employees,  and the  Company may grant  non-qualified  options to
officers  and  employees,  as well as  directors,  independent  contractors  and
agents.

Statutory Conditions on Stock Options

      Exercise Price.  To the extent that options  designated as incentive stock
options become exercisable by an optionee for the first time during any calendar
year for Common  Stock  having a fair  market  value  greater  than One  Hundred
Thousand  Dollars  ($100,000),  the portions of such  options  which exceed such
amount shall be treated as nonqualified  stock options.  Incentive stock options
granted to any person who owns,  immediately  after the grant,  stock possessing
more than 10% of the combined  voting  power of all classes of our stock,  or of
any parent or subsidiary of ours,  must have an exercise price at least equal to
110% of the fair market  value of Common Stock on the date of grant and the term
of the option may not be longer than five years.

      Expiration Date. Any option granted under the Plan will expire at the time
fixed by the Board or the Stock Option Committee,  which cannot be more than ten
(10) years  after the date it is granted  or, in the case of any person who owns
more than 10% of the combined voting power of all classes of the Company's stock
or of any parent or subsidiary  corporation,  not more than five (5) years after
the date of grant.

      Exerciseability.  The Board or its  committee may also specify when all or
part of an option becomes exercisable, but in the absence of such specification,
the option will  ordinarily be  exercisable  in whole or part at any time during
its term. However, the Board or its committee may accelerate the exerciseability
of any option at its discretion.

      Assignability.  Options granted under the Plan are not assignable,  except
by the laws of descent and  distribution or as may be otherwise  provided by the
Board or its committee.

Payment Upon Exercise Of Options

      Payment of the  exercise  price for any option may be in cash or by broker
assisted exercise.

Stock Appreciation Rights

      A Stock  Appreciation  Right is the right to benefit from  appreciation in
the value of Common Stock. A SAR holder,  on exercise of the SAR, is entitled to
receive  from the Company in cash or Common  Stock an amount equal to the excess
of: (a) the fair market value of Common Stock covered by the  exercised  portion
of the SAR, as of the date of such  exercise,  over (b) the fair market value of
Common Stock covered by the exercised portion of the SAR as of the date on which
the SAR was granted.

      The Board or the Stock Option  Committee may grant SARs in connection with
all or any part of an option granted under the Plan,  either  concurrently  with
the  grant of the  option or at any time  thereafter,  and may also  grant  SARs
independently of options.

Tax Consequences

      An employee  or  director  will not  recognize  income on the  awarding of
incentive stock options and nonstatutory options under the Plan.

                                       16


      An optionee will recognize  ordinary  income as the result of the exercise
of a  nonstatutory  stock  option in the amount of the excess of the fair market
value of the stock on the day of exercise over the option exercise price.

      An employee  will not  recognize  income on the  exercise of an  incentive
stock option,  unless the option  exercise  price is paid with stock acquired on
the exercise of an incentive  stock option and the following  holding period for
such stock has not been satisfied. The employee will recognize long-term capital
gain or loss on a sale of the shares  acquired on exercise,  provided the shares
acquired are not sold or otherwise disposed of before the earlier of:

      (i)   two years from the date of award of the option, or

      (ii)  one year from the date of exercise.

      If the shares are not held for the required  period of time,  the employee
will recognize  ordinary income to the extent the fair market value of the stock
at the time the option is exercised exceeds the option price, but limited to the
gain  recognized  on sale.  The  balance  of any such gain will be a  short-term
capital gain. Exercise of an option with previously owned stock is not a taxable
disposition  of such stock.  An employee  generally  must include in alternative
minimum  taxable  income the amount by which the price such employee paid for an
incentive stock option is exceeded by the option's fair market value at the time
his or her rights to the stock are freely  transferable  or are not subject to a
substantial risk of forfeiture.

      As of December 31, 2005,  options to purchase a total of 4,883,114  shares
of Common Stock were outstanding at exercise prices ranging from $0.825 to $3.45
per  share.  Generally,  one-third  of the  options  granted  vest on the  first
anniversary, one-third of the options granted vest on the second anniversary and
one-third  of the options  granted  vest on the third  anniversary.  All options
expire on the ten (10) year anniversary of their grant date.

All options described above have been issued pursuant to the 2003 Incentive Plan
described above.

Reasons for the Plan Amendment

      The purpose of the Plan  Amendment  is to enable the Company to obtain and
retain competent personnel who will contribute to the Company's success by their
ability,  ingenuity and industry  knowledge,  and to provide  incentives to such
personnel  and members  that are linked  directly to  increases  in  stockholder
value,  and will  therefore,  inure to the  benefit of all  stockholders  of the
Company.  Eligible  recipients  of  awards  under  the Plan  include  employees,
directors, consultants and advisors of the Company.

                                       17


      The Board of  Directors  determined  to  increase  the number of shares of
common stock  reserved for issuance  under the Plan because it believes that the
current number is insufficient for the purposes of the Plan as stated above. The
market for  quality  personnel  is  competitive,  and the  ability to obtain and
retain  competent  personnel is of great  importance to the  Company's  business
operations.

Vote Required

      To amend the Company's Plan (the "Plan  Amendment") to increase the number
of stock  options  reserved  for  issuance  under  such plan from  6,666,667  to
10,000,000, an affirmative vote of the holders of a majority of shares voting on
the proposal must be obtained.  Abstentions  and brokers  non-votes will have no
effect on the outcome. If the proposal is not approved by the stockholders,  the
Plan Amendment  will not be effective and the proposal will not be  implemented.
Recommendation of the Board of Directors

THE BOARD OF DIRECTORS  RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE AMENDMENT TO
THE 2003 INCENTIVE PLAN.

                                       18


Executive Compensation

      The  following  table sets  forth,  for the fiscal  years  indicated,  all
compensation  awarded to, paid to or earned by the  following  type of executive
officers  for the fiscal  years ended  December  31,  2005,  2004 and 2003:  (i)
individuals who served as, or acted in the capacity of, our principal  executive
officer for the fiscal year ended  December  31,  2005;  and (ii) our other most
highly compensated  executive officer, who together with the principal executive
officer are our most highly compensated officers whose salary and bonus exceeded
$100,000  with  respect to the fiscal year ended  December 31, 2005 and who were
employed at the end of fiscal year 2005.

                           SUMMARY COMPENSATION TABLE*



                                                                                              Long Term Compensation
                                                                                              ----------------------
                                                 Annual Compensation(1)               Awards                        Payouts
                                              -----------------------------   -------------------------    -------------------------
                                                                              Restricted     Securities
Name and Principal Position          Year     Salary   Bonus   Other Annual     Stock        Underlying      LTIP      All Other
---------------------------          ----     ------   -----   Compensation     Award(s)    Options/SARs   Payouts   Compensation
                                                               ------------   ----------    ------------   -------   ------------
                                               ($)      ($)        ($)           ($)             (#)         ($)          ($)
                                                                                              
Scott Newman                         2005    500,000     --            --           --               --         --        39,809(2)
President, Chief Executive           2004    500,000     --            --           --               --         --        38,054(2)
Officer and Chairman                 2003    244,452     --            --           --               --         --       206,686(3)


Glenn Peipert                        2005    375,000     --            --           --          250,000         --        40,779(2)
Executive Vice President,            2004    375,000     --            --           --               --         --        38,054(2)
Chief Operating                      2003    223,016     --            --           --               --         --       171,309(4)
Officer and Director

Mitchell Peipert,                    2005    209,375     --            --           --          150,000         --        24,129(2)
Vice President, Chief                2004    190,000     --            --           --          300,000         --        14,413(2)
Financial Officer,                   2003     10,000     --            --           --               --         --         1,133(2)
Treasurer and Secretary

Robert C. DeLeeuw,                   2005    350,000     --        56,595(5)        --          250,000         --        17,736(2)
Senior Vice President                2004    329,400     --            --           --               --         --           592(6)

William McKnight,                    2005    125,047     --            --           --               --         --        10,494(2)
Senior Vice President,
Data Warehousing


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

      *     Salary reflects total  compensation  paid to these  executives (both
            before and after the merger described in Item 1).

      (1)   The annual amount of  perquisites  and other personal  benefits,  if
            any, did not exceed the lesser of $50,000 or 10% of the total annual
            salary reported for each named  executive  officer and has therefore
            been omitted, unless otherwise stated above.

      (2)   Amounts shown reflect payments  related to medical,  dental and life
            insurance and car payments.

      (3)   Amounts shown  reflect  distributions  resulting  from the operating
            entity's past tax status as a Subchapter S  corporation  of $153,738
            in 2003 as well as $66,262 in 2003 of expenses,  which include auto,
            travel and equipment purchases paid for by the Company.

      (4)   Amounts shown  reflect  distributions  resulting  from the operating
            entity's past tax status as a Subchapter S  corporation  of $101,988
            in 2003, as well as $63,645 in 2003 of expenses, which include auto,
            travel and equipment purchases paid for by the Company.

                                       19


      (5)   Incentive  compensation  received based on profitability of business
            units under Mr. DeLeeuw's control.

      (6)   Amounts shown reflect payment related to life insurance.

Option/SAR Grants During Fiscal 2005

---------------------------------------------------------------------------
Name              Number of       Percent of     Exercise  Expiration Date
                  securities      total          or base
                  underlying      options/SARs   price
                  options/SARs    granted to     ($/Sh)
                  granted (#)(1)  employees in
                                  fiscal year
----------------------------------------------------------------------------
Glenn Peipert     250,000 (2)     9.3%           $0.83     November 15, 2010
----------------------------------------------------------------------------
Robert C. DeLeeuw 250,000 (2)     9.3%           $0.83     November 15, 2010
----------------------------------------------------------------------------
Mitchell Peipert  100,000 (3)     3.7%           $0.83     November 15, 2015
----------------------------------------------------------------------------

(1) All options were granted under the Company's 2003 Incentive Plan. All of the
above options were granted on November 16, 2005.

(2) One-third  of such options vest upon the one year  anniversary  of the grant
date,  one-third  vest  on the two  year  anniversary  of the  grant  date,  and
one-third vest on the three year anniversary of the grant date.

(3) One-third of such options vest upon the six month  anniversary  of the grant
date,  one-third vest on the eighteen  month  anniversary of the grant date, and
one-third vest on the thirty month anniversary of the grant date.


                AGGREGATE OPTIONS EXERCISABLE IN LAST FISCAL YEAR
                        AND FISCAL YEAR END OPTION VALUES



                                  Number of Securities
                                       Underlying
                                       Unexercised              Value of Unexercised
                                        Options at               In-the-Money Options
                                  December 31, 2005(1)         at December 31, 2005(1)
                                  --------------------       ---------------------------

Name and Principal Position       Exercisable  Unexercisable  Exercisable  Unexercisable
---------------------------       -----------  -------------  -----------  -------------
                                                               
Glenn Peipert                         0           250,000          $0            $0
Executive Vice President, Chief
Operating Officer and Director
Robert C. DeLeeuw, Senior Vice        0           250,000          $0            $0
President
Mitchell Peipert                   100,000        350,000          $0            $0
Vice President, Chief Financial
Officer, Secretary and Treasurer
----------------------------------------------------------------------------------------


(1) As of  December  30,  2005 the market  value of a share of Common  Stock was
$0.53.  No shares were  exercised by  executive  officers or directors in fiscal
year ended December 31, 2005.


Employment Agreements

      Scott  Newman,  our  President and Chief  Executive  Officer,  agreed to a
five-year  employment  agreement  dated  as of March  26,  2004.  The  agreement
provides for an annual  salary to Mr.  Newman of $500,000 and an annual bonus to
be awarded by our  Compensation  Committee.  No bonus was  awarded in 2005.  The
agreement also provides for health, life and disability insurance,  as well as a
monthly car allowance.  In the event that Mr. Newman's  employment is terminated
other than with good cause, he will receive a lump sum payment of 2.99 times his
base salary.

                                       20


      Glenn  Peipert,  Executive  Vice  President and Chief  Operating  Officer,
agreed to a  five-year  employment  agreement  dated as of March 26,  2004.  The
agreement provides for an annual salary to Mr. Peipert of $375,000 and an annual
bonus to be awarded by our Compensation Committee. No bonus was awarded in 2005.
The agreement also provides for health, life and disability  insurance,  as well
as a monthly  car  allowance.  In the event  that Mr.  Peipert's  employment  is
terminated  other than with good  cause,  he will  receive a lump sum payment of
2.99 times his base salary.

      Mitchell Peipert, Vice President,  Chief Financial Officer,  Treasurer and
Secretary,  agreed to a three-year  employment  agreement  dated as of March 26,
2004. The agreement provides for an annual salary to Mr. Peipert of $200,000 and
an  annual  bonus to be  awarded  by our  Compensation  Committee.  No bonus was
awarded in 2005. In August 2005, Mr. Peipert  received an increase to his annual
salary to $225,000.  The agreement also provides for health, life and disability
insurance,  as well as a monthly car allowance.  In the event that Mr. Peipert's
employment is terminated  other than with good cause, he will receive a lump sum
payment of 2.99 times his base salary.

      Robert C. DeLeeuw, Senior Vice President and President of our wholly owned
subsidiary, DeLeeuw Associates, LLC, agreed to a three-year employment agreement
dated as of February 27, 2004.  The  agreement  provides for an annual salary to
Mr.  DeLeeuw of $350,000 and an annual  bonus to be awarded by our  Compensation
Committee. No bonus was awarded in 2005. The agreement also provides for health,
life and disability  insurance.  In the event that Mr.  DeLeeuw's  employment is
terminated other than with good cause, he will receive a lump sum payment of the
longer  of (1) one  year's  base  salary  or (2) the  period  from  the  date of
termination through the expiration date.

      William McKnight,  Senior Vice President - Data  Warehousing,  agreed to a
three-year  employment  agreement  dated  as of July  22,  2005.  The  agreement
provides for an annual salary to Mr. McKnight of $250,000 and an annual bonus to
be awarded by our  Compensation  Committee.  No bonus was  awarded in 2005.  The
agreement also provides for health, life and disability insurance.  In the event
that Mr. McKnight's employment is terminated other than with good cause, he will
receive a lump sum  payment of the longer of (1) one year's  base  salary or (2)
the period from the date of termination through the expiration date.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

      Section 16(a) of the Exchange Act requires officers, directors and persons
who own more than ten (10)  percent of a class of equity  securities  registered
pursuant to Section 12 of the  Exchange  Act to file  reports of  ownership  and
changes in ownership  with both the SEC and the  principal  exchange  upon which
such  securities are traded or quoted.  Officers,  directors and persons holding
greater  than ten (10) percent of the  outstanding  shares of a class of Section
12-registered  equity  securities  ("Reporting  Persons")  are also  required to
furnish  copies of any such  reports  filed  pursuant  to  Section  16(a) of the
Exchange  Act with the  Company.  Based solely on a review of the copies of such
forms furnished to the Company,  the Company  believes that from January 1, 2005
to December 31, 2005 all Section  16(a) filing  requirements  applicable  to its
Reporting Persons were complied with.

                                       21


Security  Ownership  of Certain  Beneficial  Owners And  Management  And Related
Stockholder Matters

      The  following  table  sets  forth  certain   information   regarding  the
beneficial  ownership of our Common Stock, our only class of outstanding  voting
securities as of July 1, 2006,  based on 49,988,634  aggregate  shares of Common
Stock outstanding as of such date, by: (i) each person who is known by us to own
beneficially  more than 5% of our  outstanding  Common Stock with the address of
each such  person,  (ii) each of our present  directors,  director  nominees and
officers, and (iii) all officers, directors and director nominees as a group:

--------------------------------------------------------------------------------
                                Amount of Common      Percentage of Outstanding
     Name and Address of       Stock Beneficially     Common Stock Beneficially
     Beneficial Owner(1)(2)          Owned                     Owned
--------------------------------------------------------------------------------
Scott Newman(3)                     19,613,056                  39.2%
--------------------------------------------------------------------------------
Glenn Peipert(4)                    9,346,032                   18.7%
--------------------------------------------------------------------------------
Mitchell Peipert(5)                  250,000                      *
--------------------------------------------------------------------------------
Robert C. DeLeeuw(6)                5,308,334                   10.6%
--------------------------------------------------------------------------------
William McKnight(7)                  909,091                     1.8%
--------------------------------------------------------------------------------
Lawrence K. Reisman(8)                20,000                      *
--------------------------------------------------------------------------------
Joseph Santiso(9)                       0                         --
--------------------------------------------------------------------------------
Frederick Lester(10)                    0                         --
--------------------------------------------------------------------------------
Thomas Pear(10)                        200                        *
--------------------------------------------------------------------------------
All directors and officers as
a group (9 persons)                 35,446,713                  70.6%
--------------------------------------------------------------------------------

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

*     Represents less than 1% of the issued and outstanding Common Stock.

(1)   Each stockholder, director and executive officer has sole voting power and
      sole dispositive  power with respect to all shares  beneficially  owned by
      him, unless otherwise indicated.

(2)   All addresses are c/o Conversion Services  International,  Inc., 100 Eagle
      Rock Avenue, East Hanover, New Jersey 07936.

(3)   Mr.  Newman  is the  Company's  President,  Chief  Executive  Officer  and
      Chairman of the Board.

(4)   Mr.  Glenn  Peipert  is the  Company's  Executive  Vice  President,  Chief
      Operating  Officer  and  Director.  Does not include an option to purchase
      250,000  shares of Common Stock  granted on November 16, 2005 and expiring
      on November 16, 2010 at an exercise price of $.83 per share, which vest as
      follows:  (i) 83,333 on November  16,  2006;  (ii) 83,333 on November  16,
      2007; (iii) 83,334 on November 16, 2008.

(5)   Mr.  Mitchell  Peipert is the Company's Vice  President,  Chief  Financial
      Officer,  Secretary  and  Treasurer.  Consists  of an option  to  purchase
      300,000  shares of Common  Stock  granted on March 29, 2004 at an exercise
      price of $2.475 per share,  200,000  of which have  vested and  100,000 of
      which shall vest on March 29, 2007.  The option grant expires on March 28,
      2014.  Consists of an option to purchase  150,000  shares of Common  Stock
      granted  on  November  16,  2005 at an  exercise  price of $.83 per share,
      50,000 of which  have  vested,  50,000 of which  vest on May 16,  2007 and
      50,000 of which vest on May 16, 2008.

                                       22


(6)   Mr.  DeLeeuw is the Company's  Senior Vice  President and the President of
      the Company's wholly owned subsidiary,  DeLeeuw  Associates,  LLC and is a
      director nominee. Does not include an option to purchase 250,000 shares of
      Common  Stock  granted on November  16, 2005 and  expiring on November 16,
      2010 at an exercise  price of $.83 per share,  which vest as follows:  (i)
      83,333 on November  16,  2006;  (ii) 83,333 on November  16,  2007;  (iii)
      83,334 on  November  16,  2008.  Does not  include  an option to  purchase
      1,000,000  shares of Common Stock  granted on January 9, 2006 and expiring
      on January 9, 2011 at an exercise  price of $.46 per share,  which vest as
      follows:  (i) 333,333 on January 9, 2007; (ii) 333,333 on January 9, 2008;
      (iii) 333,334 on January 9, 2009.

(7)   Mr. McKnight is the Company's Senior Vice President - Data Warehousing.

(8)   Mr. Reisman is a Director. Consists of an option to purchase 20,000 shares
      of Common Stock granted on May 28, 2004 at an exercise  price of $3.00 per
      share,  10,000 of which  have  vested  and 10,000 of which vest on May 28,
      2006. Does not include an option to purchase 10,000 shares of Common Stock
      granted on May 28,  2004 at an  exercise  price of $3.00 per share,  which
      vest on May 28, 2007.  The option grant expires on May 27, 2014.  Does not
      include an portion to purchase  20,000  shares of Common Stock  granted on
      November 16, 2005 at an exercise price of $.83 which vest as follows:  (i)
      6,666 on November 16, 2006;  (ii) 6,667 on November 16, 2007;  (iii) 6,667
      on November 16, 2008

(9)   Mr. Santiso is a Director.  Does not include an option to purchase  10,000
      shares of Common Stock  granted on November 16, 2005 at an exercise  price
      of $0.83 per share, which vest as follows: (i) 3,333 on November 16, 2006;
      (ii) 3,333 on November 16, 2007; (iii) 3,334 on November 16, 2008.

(10)  Mr. Lester and Mr. Pear are director nominees.

Equity Compensation Plan Disclosure

      The following table sets forth certain information as of December 31, 2005
regarding our Equity Compensation Plan:



                        Number of securities      Weighted-average       Number of securities
                         to be issued upon         exercise price         remaining available
                      exercise of outstanding      of outstanding        for future issuance
                          options, warrants       options, warrants          under equity
    Plan Category           and rights               and rights           compensation plans
-------------------   -----------------------   ---------------------   --------------------
                                                               
Equity Compensation
Plans Approved by
Security Holders                    4,883,114   $                1.43              1,783,553

Equity Compensation
Plans Not Approved
by Security Holders                        --                      --                     --
                      -----------------------   ---------------------   --------------------
     Total                          4,883,114   $                1.43              1,783,553
                      =======================   =====================   ====================


Certain Relationships and Related Party Transactions

      On November 8, 2004, Mr. Newman  entered into a stock  purchase  agreement
with a private investor, CMKX-treme, Inc. Pursuant to the agreement, CMKX-treme,
Inc.  agreed to purchase  188,889 shares of Common Stock for a purchase price of
$250,000.  As of April 10, 2006,  the shares have not been issued to CMKX-treme,
Inc. because it has not yet remitted payment for the shares.

                                       23


      On November 8, 2004,  Mr.  Glenn  Peipert  entered  into a stock  purchase
agreement with a private investor,  CMKX-treme,  Inc. Pursuant to the agreement,
CMKX-treme,  Inc.  agreed to  purchase  377,778  shares  of  Common  Stock for a
purchase price of $500,000. As of June 9, 2005, CMKX-treme,  Inc. remitted final
payment for the shares.

      On November 10, 2004,  the Company and Dr.  Michael  Mitchell,  the former
President, Chief Executive Officer and sole director of LCS, executed a one-year
consulting  agreement  whereby Dr.  Mitchell  would perform  certain  consulting
services on behalf of the Company. Dr. Mitchell will receive an aggregate amount
of $0.25 million as compensation  for services  provided to the Company.  During
2005,  an  aggregate  amount of $175,000  was paid to Mr.  Mitchell for services
provided under this consulting agreement.

      As of November 16, 2004,  Mr. Newman and Mr. Peipert repaid in full to the
Company loans in the aggregate of approximately $0.2 million,  including accrued
interest.  These loans bore interest at 3% per annum and were due and payable by
December 31, 2005.

      As of April 7, 2006, Mr.  Newman,  Mr. Peipert and Mr. DeLeeuw have agreed
to personally  support the Company's cash  requirements  to enable us to fulfill
our obligations  through June 1, 2007, to the extent necessary,  up to a maximum
amount of $1.5 million,  based upon their  ability to sell their Company  Common
Stock.  Mr. Newman  guaranties up to  approximately  $0.9 million,  Mr.  Peipert
guaranties  up  to  approximately   $0.4  million  and  Mr.  DeLeeuw  guaranties
approximately $0.2 million.  The Company believes that these written commitments
provide us with the legal right to request and receive such advances from any of
these officers.  Any loan by Messrs.  Newman, Peipert and DeLeeuw to the Company
would bear  interest at 8% per annum.  As of December  31,  2005,  Mr.  Newman's
outstanding  loan  balance to the Company was $0.9  million,  and Mr.  Peipert's
outstanding loan balance to the Company was $0.9 million. The unsecured loans by
Mr.  Newman and Mr.  Peipert  each  accrue  interest  at a simple rate of 8% per
annum,  and each has a term  expiring on April 30, 2007.  As of the date of this
filing,  the entire $1.5 million was still available  pursuant to the guaranties
outlined above.

      Other than those  described  above,  during the last two fiscal years,  we
have no material  transactions which involved or are planned to involve a direct
or  indirect  interest  of  a  director,  executive  officer,  greater  than  5%
stockholder or any family of such parties.

                                       24


                                     GENERAL

      The  Management  of the Company does not know of any  matters,  other than
those stated in this Proxy Statement, that are to be presented for action at the
Annual  Meeting.  If any other  matters  should  properly come before the Annual
Meeting,  proxies will be voted on those other  matters in  accordance  with the
judgment of the persons voting the proxies.  Discretionary  authority to vote on
such matters is conferred by such proxies upon the persons voting them.

      The Company  will bear the cost of  preparing,  printing,  assembling  and
mailing all proxy  materials that may be sent to stockholders in connection with
this solicitation.  Arrangements will also be made with brokerage houses,  other
custodians,  nominees and  fiduciaries,  to forward  soliciting  material to the
beneficial  owners of the Common Stock of the Company held by such persons.  The
Company  will  reimburse  such  persons for  reasonable  out-of-pocket  expenses
incurred  by them.  In  addition  to the  solicitation  of proxies by use of the
mails, officers and regular employees of the Company may solicit proxies without
additional  compensation,  by telephone or facsimile  transmission.  The Company
does not expect to pay any compensation for the solicitation of proxies.

      A copy of the Company's  Form 10-KSB/A for the fiscal year ended  December
31, 2005, as filed with the SEC, accompanies this Proxy Statement.  Upon written
request, the Company will provide each stockholder being solicited by this Proxy
Statement  with a free copy of any  exhibits  and  schedules  thereto.  All such
requests  should be directed to Conversion  Services  International,  Inc.,  100
Eagle Rock Avenue,  East Hanover,  New Jersey  07936,  Attn:  Mitchell  Peipert,
Secretary.

      All properly executed proxies delivered  pursuant to this solicitation and
not  revoked  will be  voted  at the  Annual  Meeting  in  accordance  with  the
directions  given.  In  voting  by proxy in  regard  to items to be voted  upon,
stockholders  may (i) vote in favor of, or FOR, the item,  (ii) vote AGAINST the
item or,  (iii)  ABSTAIN from voting on one or more items.  Stockholders  should
specify  their  choices  on  the  enclosed  proxy.  Proxies  may be  revoked  by
stockholders  at any time  prior to the  voting  thereof  by  giving  notice  of
revocation  in writing to the Secretary of the Company or by voting in person at
the  Annual  Meeting.  If the  enclosed  proxy is  properly  signed,  dated  and
returned,  the Common Stock represented thereby will be voted in accordance with
the instructions  thereon. If no specific instructions are given with respect to
the matters to be acted upon, the shares  represented by the proxy will be voted
FOR the election of all Directors,  FOR the  ratification  of the appointment of
Friedman LLP as the  Company's  independent  auditors for the fiscal year ending
December  31,  2006,   FOR  the  amendment  of  the  Company's   Certificate  of
Incorporation  to increase the authorized  shares of the Company's Common Stock,
and FOR the amendment of the Company's 2003 Incentive Plan.

Stockholder Proposals For the 2007 Annual Meeting and General Communications

      Any stockholder  proposals  intended to be presented at the Company's 2007
Annual Meeting of Stockholders  must be received by the Company at its office in
East  Hanover,  New  Jersey  on or  before  December  31,  2006 in  order  to be
considered for inclusion in the Company's  proxy statement and proxy relating to
such meeting. The Company has received no stockholders  nominations or proposals
for the 2006 Annual Meeting.

      Stockholders  may  communicate  their comments or concerns about any other
matter to the Board of  Directors  by mailing a letter to the  attention  of the
Board of Directors c/o the Company at its office in East Hanover, New Jersey.

Revocability of Proxy

      Shares  represented  by valid  proxies  will be voted in  accordance  with
instructions  contained  therein,  or, in the absence of such  instructions,  in
accordance with the Board of Directors' recommendations.  Any person signing and
mailing the enclosed proxy may, nevertheless, revoke the proxy at any time prior
to the actual  voting  thereof by  attending  the Annual  Meeting  and voting in
person,  by providing written notice of revocation of the proxy or by submitting
a signed proxy bearing a later date. Any written notice of revocation  should be
sent to the attention of the Secretary of the Company at the address above.  Any
stockholder  of the  Company  has the  unconditional  right to revoke his or her
proxy at any time prior to the voting  thereof by any action  inconsistent  with
the  proxy,  including  notifying  the  Secretary  of the  Company  in  writing,
executing a subsequent proxy, or personally  appearing at the Annual Meeting and
casting a contrary vote.  However,  no such revocation will be effective  unless
and until such notice of revocation has been received by the Company at or prior
to the Annual Meeting.

                                       25


Method of Counting Votes

      Unless a contrary choice is indicated,  all duly executed  proxies will be
voted in accordance with the  instructions set forth on the proxy card. A broker
non-vote  occurs  when a broker  holding  shares  registered  in street  name is
permitted  to vote,  in the  broker's  discretion,  on routine  matters  without
receiving  instructions  from the client,  but is not  permitted to vote without
instructions on non-routine matters, and the broker returns a proxy card with no
vote (the "non-vote") on the non-routine matter. Under the rules and regulations
of the primary trading markets applicable to most brokers,  both the election of
directors  and the  ratification  of the  appointment  of  auditors  are routine
matters on which a broker has the  discretion  to vote if  instructions  are not
received  from the  client in a timely  manner.  Abstentions  will be counted as
present  for  purposes  of  determining  a quorum but will not be counted for or
against the election of directors or the  ratification of independent  auditors.
As to Item 1, the Proxy  confers  authority to vote for all of the seven persons
listed as  candidates  for a position on the Board of Directors  even though the
block in Item 1 is not  marked  unless the names of one or more  candidates  are
lined out.  The Proxy will be voted "For" Items 2, 3 and 4 unless  "Against"  or
"Abstain" is indicated.  If any other business is presented at the meeting,  the
Proxy  shall be voted in  accordance  with the  recommendations  of the Board of
Directors.



                              By order of the Board of Directors




                              Scott Newman
                              President and Chief Executive Officer

July 17, 2006

                                       26


                     CONVERSION SERVICES INTERNATIONAL INC.

        THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

      The undersigned  hereby appoint(s) Scott Newman and Glenn Peipert with the
power of substitution and  resubstitution  to vote any and all shares of capital
stock of  Conversion  Services  International,  Inc. (the  "Company")  which the
undersigned  would be entitled to vote as fully as the  undersigned  could do if
personally present at the Annual Meeting of the Company, to be held on August 7,
2006, at 10:00 A.M. local time, and at any adjournments thereof, hereby revoking
any prior  proxies  to vote said  stock,  upon the  following  items  more fully
described in the notice of any proxy  statement for the Annual Meeting  (receipt
of which is hereby acknowledged):



1.      ELECTION OF DIRECTORS



              VOTE


|_|           FOR ALL nominees listed below EXCEPT as marked to the
              contrary below


|_|           WITHHOLD AUTHORITY to vote for ALL nominees listed below

              (INSTRUCTION:  To withhold authority to vote for any individual
              nominee strike a line through the nominee's name below.)


Scott Newman, Glenn Peipert, Lawrence K. Reisman, Joseph Santiso, Robert C.
DeLeeuw, Frederick Lester and Thomas Pear.

2.      RATIFICATION OF THE APPOINTMENT OF FRIEDMAN LLP AS INDEPENDENT AUDITORS
OF THE COMPANY FOR FISCAL YEAR 2006.


|_|           FOR the ratification of the appointment of Friedman LLP


|_|           WITHHOLD AUTHORITY


|_|           ABSTAIN

                                       27


3.      AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
THE COMPANY'S AUTHORIZED SHARES OF COMMON STOCK


|_|           FOR the Amendment of the Certificate of Incorporation


|_|           WITHHOLD AUTHORITY


|_|           ABSTAIN


4.      AMENDMENT OF THE COMPANY'S 2003 INCENTIVE PLAN TO INCREASE THE NUMBER
OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE



|_|           FOR the Amendment of the 2003 Incentive Plan


|_|           WITHHOLD AUTHORITY


|_|           ABSTAIN


      THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE;  UNLESS OTHERWISE  INDICATED,
THIS PROXY WILL BE VOTED FOR ELECTION OF THE SEVEN (7) NOMINEES NAMED IN ITEM 1,
THE  RATIFICATION OF THE APPOINTMENT OF FRIEDMAN LLP AS INDEPENDENT  AUDITORS OF
THE COMPANY FOR THE FISCAL YEAR 2006 IN ITEM 2, THE  AMENDMENT OF THE  COMPANY'S
CERTIFICATE OF  INCORPORATION IN ITEM 3, AND THE AMENDMENT OF THE COMPANY'S 2003
STOCK INCENTIVE PLAN IN ITEM 4.


      In their  discretion,  the Proxies are  authorized to vote upon such other
business as may properly come before the meeting.

      Please  mark,   sign  date  and  return  this  Proxy  promptly  using  the
accompanying postage pre-paid envelope. THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF CONVERSION SERVICES INTERNATIONAL INC.

                                    Dated:
                                          -----------------------------------

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

                                    Signature

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

                                    Signature if jointly owned:

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

                                    Print name:

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


                                       28


      Please sign  exactly as the name appears on your stock  certificate.  When
shares of  capital  stock are held by joint  tenants,  both  should  sign.  When
signing as attorney,  executor,  administrator,  trustee, guardian, or corporate
officer,  please  include full title as such. If the shares of capital stock are
owned  by a  corporation,  sign in the  full  corporate  name  by an  authorized
officer. If the shares of capital stock are owned by a partnership,  sign in the
name of the partnership by an authorized officer.

             PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY

                            IN THE ENCLOSED ENVELOPE


                                       29


                                    EXHIBIT A

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                     CONVERSION SERVICES INTERNATIONAL, INC.

      Pursuant to Delaware  General  Corporation  Law  Section  242,  Conversion
Services  International,  Inc., a corporation  organized and existing  under the
laws of the State of Delaware (the "Corporation"), does hereby certify:

      That the board of directors, and stockholders of the Corporation holding a
majority  in  interest  of  the  outstanding  shares  of  common  stock  of  the
Corporation,  approved the following amendments to the Corporation's Certificate
of Incorporation:

Article FOURTH Section A of the  Corporation's  Certificate of  Incorporation is
hereby amended in its entirety to read as follows:


            FOURTH:


            A. AUTHORIZED

            The aggregate number of shares of all classes of capital stock with
            the Corporation shall have authority to issue shall be one hundred
            twenty million (120,000,000) shares, consisting of:

            (1) twenty million (20,000,000) shares of preferred stock, par value
            $.001 per share ("Preferred Stock"); and

            (2) one hundred million (100,000,000) shares of common stock, par
            value $.001 per share ("Common Stock").


IN WITNESS WHEREOF, the undersigned, being the President of the Corporation, has
duly  executed this  Certificate  of Amendment as of the ____ day of _____ 2006.


                        CONVERSION SERVICES INTERNATIONAL, INC.


                        By: /s/Scott Newman
                        ---------------------------
                        Scott Newman
                        President, Chief Executive Officer and Chairman