Exhibit 10.2


                              EMPLOYMENT AGREEMENT

      This Employment  Agreement (the  "Agreement") is entered into effective as
of March 26, 2004 by and  between  Glenn  Peipert  ("Employee")  and  Conversion
Services International, Inc. (the "Company").

      WHEREAS,  the Company is engaged in the business of data  warehousing  and
business intelligence consulting; and

      WHEREAS,  the Company and Employee  are willing to commence an  employment
relationship,  on  the  terms,  conditions  and  covenants  set  forth  in  this
Agreement;

      NOW, THEREFORE,  in consideration of Employee's commencement of employment
with the  Company,  the  mutual  covenants  contained  herein and other good and
valuable  consideration,  the receipt of which the Company and  Employee  hereby
acknowledge, Employee and the Company agree, as follows:

      1.  Position.  Employee  agrees to  employment  with the Company,  and the
Company hereby employs Employee, in the position of Executive Vice President and
Chief Operating  Officer of the Company.  Employee further agrees to perform the
job  duties and to carry out the  responsibilities  of that  position,  and such
other duties and responsibilities  traditionally  associated with such position,
as determined by the Board of Directors of the Company from time to time.

      2. Employee's Effort. Employee shall perform his duties in the capacity as
an employee  and in such  capacity  shall spend his full  working  time and best
efforts,  skill and  attention to his position and to the business and interests
of the Company.  Employee shall perform his duties principally at the offices of
the Company in East Hanover, New Jersey.

      3. Salary.

            (a) The  Company  shall  pay  Employee  (i) base  compensation  (the
"Salary")  for  services  rendered in the amount of Three  Hundred  Seventy Five
Thousand  Dollars  ($375,000) per annum payable on a  semi-monthly  basis (which
base compensation may be increased by the Board of Directors of the Company,  in
its sole discretion), and (ii) annual bonus, if any, as may be determined by the
Board of Directors of the Company, in its sole discretion.

            (b)  Employee  will be  entitled to  participate  in any bonus plan,
incentive  compensation program or incentive stock option plan or other employee
benefits  of the  Company  and  which are  available  to the five  highest  paid
executives  of the  Company,  on  the  same  terms  and at  the  same  level  of
participation as the five highest paid executives of the Company.


<PAGE>

      4.  Benefits.

            (a) Employee will be entitled to at least nine (9) paid holidays and
two (2) personal days each calendar year. The Company will notify Employee on or
about the beginning of each  calendar year with respect to the holiday  schedule
for the coming year.  Personal  holidays,  if any,  will be scheduled in advance
subject to requirements  of the Company.  Such holidays must be taken during the
calendar year and cannot be carried forward into the next year.

            (b)  Employee  shall be entitled  to twenty five (25) paid  vacation
days each year, and if unused due to the requirements of the Company's  business
may be carried forward into subsequent years.

            (c)  Employee  shall be entitled to sick leave and  emergency  leave
according to the regular policies and procedures of the Company. Additional sick
leave or emergency  leave over and above paid leave provided by the Company,  if
any,  shall be unpaid  and shall be granted  at the  discretion  of the Board of
Directors or any committee thereof.

            (d) The Company agrees to include  Employee in the group medical and
hospital plan of the Company and provide group life insurance for Employee at no
charge to Employee in the amount of the Salary during this  Agreement.  Employee
shall be responsible for payment of any federal or state income tax imposed upon
these benefits.

            (e)  Employee  shall be  entitled to  participate  in any pension or
profit  sharing  plan,  incentive  stock  option  plan or any other type of plan
adopted by the Company for the benefit of its officers and/or regular employees.

            (f) The Company will provide to Employee the use of an automobile of
Employee's  choice at a monthly leased price not to exceed  $2,000.  The Company
agrees to replace the  automobile  with a new one at Employee's  request no more
often  than once  every  two (2)  years.  The  Company  will pay all  automobile
operating expenses incurred by Employee in the performance of Employee's Company
duties.  The Company will procure and maintain in force an automobile  liability
policy for the automobile  with  coverage,  including  Employee,  in the minimum
amount of $1,000,000 combined single limit on bodily injury and property damage.

            (g) Employee shall be entitled to  reimbursement  for all reasonable
expenses,  including  travel and  entertainment,  incurred  by  Employee  in the
performance  of Employee's  duties.  Employee will maintain  records and written
receipt as required by the Company policy and reasonably  requested by the Board
of Directors of the Company to substantiate such expenses.

      5. Term;  Termination.  This  Agreement and the status and  obligations of
Employee thereunder as an employee of the Company (except as provided for below)
shall cease and terminate effective upon the close of business on March 25, 2009
(the "Expiration Date") unless earlier terminated  pursuant to this Section 5 or
further  extended  by the  parties  hereto in writing in a separate  instrument;
provided,  however,  that upon such date said  termination  shall not affect any
rights  that may have been  specifically  granted  to  Employee  by the Board of
Directors of the Company or a designated  committee  thereof  pursuant to any of
the Company's retirement plans,  supplementary  retirement plans, profit sharing


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<PAGE>

and  savings  plans,  healthcare,  401(k) or any other  employee  benefit  plans
sponsored by the Company,  it being  understood  that no such rights are granted
hereunder.  In  addition,  notwithstanding  the  expiry or  termination  of this
Agreement  pursuant  to this  Section  5 or  otherwise,  Employee's  rights  and
obligations  under  Sections  7 through 12  inclusive  of this  Agreement  shall
survive such  termination or expiration of this Agreement in accordance with the
terms of such Sections.

            (a)  Death  or  Disability.   This  Agreement  shall   automatically
termiante upon the death or disability of Employee and all his rights hereunder,
including the rights to receive  compensation and benefits,  except as otherwise
required by law.

            (b) Termination with Notice by Either Party. The Company or Employee
may terminate  this  Agreement for any reason or no reason upon thirty (30) days
prior written notice to the other.  In case of termination by the Company,  with
the exception of Good Cause (as herein defined),  the Company shall pay Employee
severance  compensation,  in a lump  sum  payable  on the  date of  termination,
calculated at the rate of Salary in effect as of the date immediately  preceding
the date of  termination  and the cost of  premiums  for any  Company  sponsored
insurance  policy  (or the cash  equivalent)  for the  longer of (i)  thirty-six
months (36) months or (ii) the period from the date of  termination  through the
Expiration Date.

            (c) Termination  for Good Cause.  "Good Cause" means any one or more
of the following:

      (1) a  continuing  material  breach  or  continuing  material  default  by
Employee  of the  material  terms of this  Agreement  (except any such breach or
default which is caused by the physical  disability or death of Employee)  which
remains  uncured after twenty (20) days  following  Employee's  receipt from the
Company of written notice specifying such breach or default;

      (2) gross  negligence or willful  misfeasance by Employee or the breach of
fiduciary  duty  by  Employee  (if  affirmatively  determined  by the  Board  of
Directors  of the  Company)  in the  performance  of his  duties as an  employee
hereunder;

      (3) the  commission  by Employee of an act of fraud,  embezzlement  or any
other crime in connection with Employee's duties; or

      (4)  conviction  of  Employee  of a felony or any other  crime  that would
materially interfere with the performance of Employee's duties hereunder.

            In the event of a termination  for Good Cause,  the Company will pay
Employee the Base Salary earned and expenses  reimbursable  under this Agreement
incurred through the date of Employee's termination,  or twenty-four (24) months
from the effective date of this Agreement, whichever is longer, in one lump sum.
Employee  shall  continue  to  receive  the  same  health  benefits  that he was
receiving prior to such  termination for twenty-four  (24) months following such
termination.


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<PAGE>

      6. Change in Control and Other  Grounds  Entitling  Employee to Terminate.
"Change in Control" shall mean (a) any sale,  lease,  exchange or other transfer
(in one transaction or a series of transactions) of all or substantially  all of
the assets of the Company; (b) individuals who, as of the date hereof, consitute
the entire Board of Directors of the Company (the "Incumbant  Directors")  cease
for any reason to  constitute  at least a majority of the Board of  Directors of
such company, provided that any individual becoming a director subsequent to the
date hereof whose  election was approved by a vote of at least a majority of the
then  Incumbant  Directors  shall  be,  for  the  purposes  of  this  provision,
considered  as  though  such  individual  were an  incumbant  director;  (c) any
consolidation  or merger or other  business  combination of the Company with any
other  entity where the  stockholders  of the Company  immediately  prior to the
consolidation  or merger or other business  combination  would not,  immediately
after the  consolidation or merger or other business  combination,  beneficially
own,  directly or  indirectly,  shares  representing  fifty percent (50%) of the
combined voting power of all of the outstanding securities of the entity issuing
cash or securities in the consolidation or merger or other business  combination
(or its ultimate parent  corporation,  if any); (d) a third person,  including a
person defined in Section  (13)(d)(3) of the Securites  Exchange Act of 1934, as
amended (the "Exchange Act"), becomes the benefical owner (as defined in Section
(13)(d)(3)  of the  Exchange  Act)  directly or  indirectly  of securites of the
Company  representing  fifty  percent (50%) or more of the total number of votes
that may be cast for the election of the  directors  of the Company;  or (e) the
Board of  Directors  of the Company by vote of a majority of all the  directors,
adopts a  resolution  to the effect that a "Change in Control"  has occurred for
purposes of this Agreement.

            (a) A Change in  Control  in the  Company  resulting  in a  material
adverse change in duties,  responsibilities or role, or reporting  relationships
of Employee will be treated as a termination by the Company  without Good Cause.
If such  termination  without Good Cause  occurs  following a Change in Control,
Employee will be entitled to elect to terminate his employment  hereunder and to
receive his  severance  compensation  and other rights and benefits  pursuant to
Section  5(a) as if he were  terminated  by the Company  without  Good Cause and
expenses  reimbursable  under  this  Agreement  incurred  through  the  date  of
Employee's termination, in one lump sum.

            (b) Upon a Change in Control,  100% of all  unvested  stock  options
and/or restricted shares held by Employee shall immediately vest.

            (c) Further,  any of the following shall constitute a termination by
the Company  without Good Cause  entitling  Employee to elect to  terminate  his
employment hereunder and to receive his severance  compensation and other rights
and benefits  pursuant to Section 5(a) as if he were  terminated  by the Company
without Good Cause:  (i) the  relocation of Employee by the Company more than 50
miles from East Hanover,  New Jersey;  (ii) there shall be a continuing material
breach or continuing  material  default by the Company of the material  terms of
this  Agreement  which  remains  uncured  after twenty (20) days  following  the
Company's  receipt from  Employee of written  notice  specifying  such breach or
default;  or (iii) if Employee  shall no longer hold the  position of  Executive
Vice President and Chief  Operating  Officer of the Company unless there is Good
Cause for the removal of Employee from such position.


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<PAGE>

      7.  Confidentiality.  Employee  shall  keep  confidential,  except  as the
Company may  otherwise  consent in writing,  and not disclose or make any use of
except for the benefit of the  Company,  at any time  either  during the term of
this  Agreement  or  therafter,  any  trade  secrets,  knowledge,  data or other
information  of the  Company  relating  to the  products,  processes,  know how,
technical data, designs,  formulas,  test data, customer lists,  business plans,
marketing plans and strategies,  and product pricing strategies or other subject
matter  pertaining  to any  business  of  the  Company  or  any of its  clients,
customers,  consultants,  licensees or  affiliates  which  Employee may produce,
obtain or  otherwise  learn of during the course of  Employee's  performance  of
services (collectively "Confidential Information").  Employee shall not deliver,
reproduce, or in any way allow any such Confidential Information to be delivered
to or used by any third parties  without the specific  direction or consent of a
duly  authorized  representative  of the Company,  except in connection with the
dischage of his duties  thereunder.  The terms of this  paragraph  shall survive
termination of this Agreement.  Notwithstanding anything to the contrary herein,
Employee shall not have any obligation to keep confidential any information (and
the  term  "Confidential  Information"  shall  not  be  deemed  to  include  any
information)  that (a) is generally  available to the public through no fault or
wrongful act of Employee in breach of the terms hereof,  (b) is  disseminated by
the Company or any of its affiliates publicly without requiring confidentiality,
(c) is required by law or  regulation  to be disclosed  by  Employee,  or (d) is
required to be disclosed by Employee to any government  agency or person to whom
disclosure is required by judicial or administrative process.

         8.  Return  of  Confidential  Material.  Upon the  completion  or other
termination  of Employee's  services for the Company,  Employee  shall  promptly
surrender  and  deliver  to  the  Company  all  records,  materials,  equipment,
drawings,  documents,  notes and books and data of any nature  pertaining to any
invention,  trade  secret  or  Confidential  Information  of the  Company  or to
Employee's  services,  and  Employee  will  not take  with  him any  description
containing or pertaining to any Confidential  Information,  knowledge or data of
the  Company  which  Employee  may  produce  or obtain  during the course of his
services.  The  terms  of  this  paragraph  shall  survive  termination  of this
Agreement.

         9.  Competition.  Employee  will  not do any of the  following,  either
directly or indirectly, during Employee's employment with the Company and during
the period of one (1) year after  Employee's  cessation of  employment  with the
Company,  anywhere in the world. In the event that Employee  improperly competes
with the  Company in  violation  of this  Section,  the period  during  which he
engages in such competition  shall not be counted in determining the duration of
the one (1) year non-compete restriction:

                  (a) For  purposes of this  Agreement,  "Competitive  Activity"
shall  mean any  activity  relating  to, in respect  of or in  connection  with,
directly  or  indirectly,   the  data  warehousing  and  business   intelligence
consulting business.

                  (b) Employee shall not own, manage, operate,  control, consult
for, be an officer or director  of, work for, or be employed in any  capacity by
any company or any other business,  entity, agency or organization which engages
in Competitive  Activity;  provided,  however, that during his employment by the
Company and during his non-compete period following departure from the Company,


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<PAGE>

Employee  may serve as a director  or  consultant  of an entity that is either a
Company  licensee,  or,  for  non-licensees,  in such  capacity  as the Board of
Directors of the Company has granted him written permission.

                  (c)  Employee  shall  not  solicit  or  perform   services  in
connection with any Competitive  Activity for any prior or current  customers of
the Company; or

                  (d) Employee  shall not solicit for  employment  or employ any
then current employees employed by the Company without the Company's consent.

                  Employee  and the  Company  agree that the phrase  "Employee's
cessation of employment with the Company" as used in this  Agreement,  refers to
any  separation  from  his  employment  at the  Company  either  voluntarily  or
involuntarily,  either with cause or without cause, or whether the separation is
at the  behest of the  Company or  Employee.  Nothing  in this  Agreement  shall
preclude   Employee  from  employment  at  a   not-for-profit   or  governmental
institution,  provided that no for-profit business involved data warehousing and
business intelligence consulting, directly or indirectly, derives a benefit from
Employee's employment.

         10.      Other Obligations.

                  (a) Employee  acknowledges  that the Company from time to time
may have agreements with other persons which impose  obligations or restrictions
on the  Company  made  during the course of work  thereunder  or  regarding  the
confidential nature of such work. Employee will be bound by all such obligations
and restrictions and will take all action necessary to discharge the obligations
of the Company thereunder.

                  (b) All of Employee's  obligations  under this Agreement shall
be subject to any applicable agreements with, and policies issued by the Company
to which Employee is subject,  that are generally applicable to the five highest
paid executives of the Company.

         11. Trade Secrets of Others.  Employee  represents that his performance
of all the terms of this  Agreement as employee to the Company does not and will
not  breach  any  agreement  to  keep  in  confidence  proprietary  information,
knowledge or data acquired by Employee in  confidence or in trust,  and Employee
will not disclose to the Company,  or allow the Company to use, any confidential
or proprietary  information or material belonging to any other person or entity.
Employee will not enter into any agreement,  either written or oral, which is in
conflict with this Agreement.

         12.  Injunctive  Relief.  Employee  acknowledges  that  any  breach  or
attempted  breach by Employee of paragraphs 7 through 12 of this Agreement shall
cause the Company  irreparable harm for which any adequate  monetary remedy does
not exist.  Accordingly,  in the event of any such breach or threatened  breach,
the Company shall be entitled to obtain injunctive relief, without the necessity
of posting a bond or other surety, restraining such breach or threatened breach.


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<PAGE>

         13.  Modification.   This  Agreement  may  not  be  changed,  modified,
released,  discharged,  abandoned,  or otherwise  amended,  in whole or in part,
except by an instrument in writing,  signed by Employee and by the Company.  Any
subsequent  change or changes in  Employee's  relationship  with the  Company or
Employee's  compensation  shall  not  affect  the  validity  or  scope  of  this
Agreement.

         14. Entire Agreement.  Employee acknowledges receipt of this Agreement,
and agrees that with respect to the subject  matter  thereof,  it is  Employee's
entire  agreement  with the Company,  superseding  any previous  oral or written
communications,  representations,  understandings with the Company or any office
or representative  thereof.  Each party to the Agreement  acknowledges  that, in
executing this Agreement,  such party has had the opportunity to seek the advice
of independent  legal counsel,  and has read and understood all of the terms and
provisions of the Agreement.

         15. Severability.  In the event that any paragraph or provision of this
Agreement  shall be held to be illegal or  unenforceable,  the entire  Agreement
shall not fall on account thereof,  but shall otherwise remain in full force and
effect,  and such paragraph or provision shall be enforced to the maximum extent
permissible.

         16.  Successors  and  Assigns.  This  Agreement  shall be binding  upon
Employee's heirs,  executors,  administrators or other legal representatives and
is for the benefit of the Company, its successors and assigns.

         17.  Governing Law. This Agreement shall be governed by the laws of the
State of  Delaware  except for any  conflicts  of law rules  thereof  that might
direct the application of the substantive law of another state.

         18.  Counterparts.  This Agreement may be signed in counterparts and by
facsimile  transmission,  each of which shall be deemed an original  and both of
which shall together constitute one agreement.

         19. No Waiver.  No waiver by either  party hereto of any breach of this
Agreement by the other party hereto shall  constitute a waiver of any subsequent
breach.

         20. Notice.  Any notice hereby  required or permitted to be given shall
be sufficiently  given if in writing and upon mailing by registered or certified
mail,  postage  prepaid,  to either  party at the  address of such party or such
other address as shall have been  designated by written  notice by such party to
the other party.


                            [Signature Page Follows]


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<PAGE>


         The undersigned have executed this Agreement as of the date first forth
above.

                                     CONVERSION SERVICES INTERNATIONAL, INC.



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


                                     /s/ Glenn Peipert
                                     -------------------------------
                                     Glenn Peipert



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