INSCI CORP
AMENDMENT NO. 1
<DOCUMENT>
<TYPE>EX-10.87
<SEQUENCE>4
<FILENAME>ex10-87.txt
<DESCRIPTION>AMENDMENT NO. 1
<TEXT>

                                                                   EXHIBIT 10.87

                    AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT


           AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT made and entered into as of
31st day of December, 2003, by and among INSCI Corp., a Delaware corporation
(the "Company"), SCP Private Equity Partners II, L.P., a Delaware Limited
Liability Partnership ("SCP") and CSSMK, LLC, a Massachusetts Limited Liability
Company (the "Stockholder" or CSSMK").

                                    RECITALS

         WHEREAS, the Company, SCP and CSSMK are agreeable to an Amendment to
the Stockholders Agreement; and

         WHEREAS, SCP has purchased an additional 180,450 shares of Series C
Preferred Stock; and

         WHEREAS, CSSMK has purchased an additional 51,557 shares of Series C
Preferred Stock.


                  NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:


         FIRST:   The Stockholders  Agreement dated as of December 31, 2003
(Stockholders  Agreement) is ratified, adopted and confirmed and is annexed
hereto, made a part hereof, and marked as Exhibit "1" .

         SECOND: The Company has sold and conveyed 180,450 shares of Series C
Preferred Stock to SCP and 51,557 shares of Series C Preferred Stock to CSSMK,
and the parties agree that all terms and conditions contained in the
Stockholders Agreement will govern and be binding upon SCP and CSSMK with
respect to the purchase of 180,450 shares of Series C Preferred Stock being
purchased by SCP on even date and the 51,557 shares of Series C Preferred Stock
purchased by CSSMK.

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO.
1 TO STOCKHOLDERS Agreement as of the date above written.


<PAGE>


COMPANY:                                    SCP:

INSCI CORP.                                 SCP PRIVATE EQUITY PARTNERS II, L.P.
                                            BY: SCP PRIVATE EQUITY II GENERAL
                                                PARTNER, L.P., ITS GENERAL
                                                PARTNER
By:                                         BY: SCP PRIVATE EQUITY II, LLC
   --------------------------------

Name:

Title:                                      BY:
   --------------------------------            -------------------------------
                                            Name:
                                                  ----------------------------
                                            Title:
                                                  ----------------------------


                                            STOCKHOLDER:

                                            CSSMK, LLC


                                            By:
                                               -------------------------------
                                            Name:
                                                 -----------------------------
                                            Title:
                                                 -----------------------------




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</DOCUMENT>
