RESTRICTED ACCOUNT AGREEMENT

      This Restricted  Account Agreement (this "Agreement") is entered into this
16th day of August  2004,  by and among  NORTH  FORK  BANK,  a New York  banking
corporation  with  offices at 275  Broadhollow  Road,  Melville,  New York 11747
(together  with its  successors and assigns,  the "Bank"),  CONVERSION  SERVICES
INTERNATIONAL,  INC.,  a  Delaware  corporation  with  offices at 100 Eagle Rock
Avenue,  East Hanover,  NJ 07936 (together with its successors and assigns,  the
"Company"),  and LAURUS MASTER FUND,  LTD., a Cayman  Islands  corporation  with
offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with
its  successors  and  assigns,   "Laurus").  Unless  otherwise  defined  herein,
capitalized  terms used herein shall have the meaning provided such terms in the
Purchase Agreement referred to below.

      WHEREAS,  Laurus has provided financing to the Company, which financing is
evidenced  by  a  Securities   Purchase  Agreement  (as  amended,   modified  or
supplemented  from  time to time,  the  "Purchase  Agreement")  and the  Related
Agreements referred to therein;

      WHEREAS,  the Company and Laurus have retained the Bank to provide certain
services with respect to the Restricted Account (as defined below); and

      WHERERAS,  the Company and Laurus have agreed that an amount of cash equal
to  $4,251,000  shall be  deposited  by Laurus on behalf of the  Company by wire
transfer of immediately available funds into the Restricted Account,  which cash
shall  be held by the  Bank for the  benefit  of  Laurus,  as  security  for the
Company's and its Subsidiaries' obligations under the Purchase Agreement and the
Related Agreements. For the purposes of this Agreement, the "Restricted Account"
shall mean that  certain  deposit  account (as  defined in Section  9-102 of the
Uniform  Commercial  Code as in  effect  in the  State  of New  York on the date
hereof)  described  on  Exhibit  B hereto,  which  Restricted  Account  shall be
maintained at the Bank and shall be in the sole dominion and control of Laurus;

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

      1. The Bank is hereby authorized to accept for deposit into the Restricted
Account  the sum of  $4,251,000.  The  Bank  hereby  agrees  to hold any and all
monies,  and other  amounts  from  time to time on  deposit  and/or  held in the
Restricted  Account  for the  benefit of the Laurus  and shall not  release  any
monies  held in the  Restricted  Account  until such time as the Bank shall have
received a notice  from  Laurus  substantially  in the form  attached  hereto as
Exhibit A (a "Release  Notice").  Following the receipt of a Release Notice from
Laurus,  the Bank agrees to promptly  disburse the amount of cash referred to in
such  Release  Notice to such  account  as Laurus  shall  determine  in its sole
discretion.  The Bank  hereby  agrees  that it will  only  comply  with  written
instructions  originated  by  Laurus  directing  disposition  of  funds  in  the
Restricted Account. The Company hereby irrevocably authorizes the Bank to comply
with any and all  instructions  given to the Bank by Laurus with  respect to the
Restricted Account without further consent by the Company. The Bank, the Company
and Laurus agree that the  Restricted  Account is in Laurus'  sole  dominion and
control.

<PAGE>

      2.  Each of the  Company,  Laurus  and the  Bank  hereby  agrees  that the
Restricted  Account shall not be closed, and the account name and account number
in respect thereof shall not be changed, in any case, without the consent of the
Laurus, except as specifically provided for in Section 9 below.

      3. The Bank hereby  subordinates any claims and security  interests it may
have against,  or with respect to, the Restricted Account (including any amounts
from  time to time on  deposit  therein)  to the  security  interests  of Laurus
therein,  and agrees  that no amounts  shall be charged by it to, or withheld or
set-off or otherwise  recouped by it from, the Restricted Account or any amounts
from time to time on deposit  therein;  provided  that, in  connection  with all
service  charges and any other  charges which the Bank is entitled to receive in
connection  with the servicing and  maintaining of the Restricted  Account (such
charges,  collectively, the "Charges"), each of the Company, Laurus and the Bank
hereby agrees that the Bank will collect such Charges in the  following  manner:
(i) first, the Bank will charge other deposit accounts maintained by the Company
with the Bank, (ii) second,  in the event that there are insufficient  collected
funds in such other deposit accounts to pay such Charges, the Bank will promptly
notify  the  Company  and Laurus  with  respect  to same and,  within  seven (7)
business days of the Company's receipt of such notice,  the Company shall pay to
the Bank the full  amount of such  Charges  then due,  and (iii)  third,  if the
Company  fails to pay to the Bank such  Charges  then due within the time period
set forth in the preceding clause (ii), the Bank will promptly provide a written
notice  to Laurus  of such  occurrence  and,  in such  case,  the Bank is hereby
authorized,  following a period of five (5)  business  days after the receipt of
such  written  notice  by  Laurus,  to  deduct  such  Charges  then due from the
Restricted  Account,  unless,  during such five (5) business day period,  Laurus
pays the amount of any such  Charges  then due to the Bank from its own account.
Except for the payment of the Charges as set forth in the immediately  preceding
proviso,  the Bank agrees that it shall not offset,  deduct or claim against the
Restricted Account unless and until Laurus has notified the Bank in writing that
all of the Company's  obligations  under the Purchase  Agreement and the Related
Agreements have been performed.

      4. The Company and the Bank agree that the  maintenance by the Bank of the
Restricted  Account shall be as agent for Laurus.  The Bank shall be responsible
for the  performance  of only such  duties as are set forth  herein.  The Bank's
duties hereunder,  however,  are merely ministerial,  and the Bank shall have no
liability or  obligation to the Company or Laurus or to any other person for any
act or omission of the Bank in  connection  with the  performance  of the Bank's
duties in servicing and/or maintaining the Restricted  Account,  except for acts
of gross negligence or willful misconduct by Bank. IN NO EVENT,  HOWEVER,  SHALL
THE  BANK  HAVE ANY  RESPONSIBILITY  FOR  CONSEQUENTIAL,  INDIRECT,  SPECIAL  OR
EXEMPLARY  DAMAGES OR LOST PROFITS,  WHETHER OR NOT IT HAS NOTICE  THEREOF,  AND
REGARDLESS OF THE BASIS,  THEORY OR NATURE OF THE ACTION UPON WHICH THE CLAIM IS
ASSERTED,  NOR SHALL IT HAVE ANY RESPONSIBILITY OR LIABILITY FOR THE VALIDITY OR
ENFORCEABILITY  OF ANY  SECURITY  INTEREST  OR OTHER  INTEREST  OF LAURUS OR THE
COMPANY IN THE RESTRICTED  ACCOUNT.  In furtherance of and without  limiting the
foregoing,  the Company  and Laurus  agree that the Bank shall not be liable for
any damage or loss to them for any delay or failure of  performance  arising out
of the acts or omissions of any third  parties,  including,  but not limited to,
various communication  services,  courier services,  the Federal Reserve system,
any other bank or any third  party who may be  affected  by funds  transactions,
fire,   mechanical,   computer  or  electrical   failures  or  other  unforeseen
contingencies,  strikes or any similar or dissimilar cause beyond the reasonable
control of the Bank.  This  paragraph  shall  survive  the  termination  of this
Agreement.


                                       2
<PAGE>

      5. Except  where the Bank has been  grossly  negligent or has acted in bad
faith,  each of Laurus  and the  Company  and their  respective  successors  and
assigns  will  release  the Bank  from  and  shall  indemnify  and hold the Bank
harmless  from and  against any and all losses,  claims,  damages,  liabilities,
costs and expenses  (including,  without  limitation,  reasonable  counsel fees,
whether  arising  in an  action  or  proceeding  among  the  parties  hereto  or
otherwise,  without  regard to the merit or lack of merit  thereof) to which the
Bank may  become  subject,  or which it may suffer or incur,  arising  out of or
based upon this  Agreement or the actions  contemplated  hereby.  This paragraph
shall survive termination of this Agreement.

      6. The Bank shall be fully  protected  in acting on any order or direction
by Laurus respecting the items received by the Bank or the monies or other items
in the Restricted  Account without making any independent  inquiry whatsoever as
to Laurus'  rights or  authority  to give such order or  direction  or as to the
application of any payments made pursuant thereto.

      7.  Nothing in this  Agreement  shall be deemed to prohibit  the Bank from
complying with its customary  procedures in the event that it is served with any
legal process with respect to the Restricted Account.

      8. The rights and powers  granted in this to Laurus  have been  granted in
order to protect and further  perfect its security  interests in the  Restricted
Account  (including  any amounts  from time to time on deposit  therein) and are
powers  coupled with an interest and will be affected  neither by any  purported
revocation  by the  Company of this  Agreement  or the rights  granted to Laurus
hereunder or by the bankruptcy,  insolvency,  conservatorship or receivership of
the Company or the Bank or by the lapse of time.

      9. This  Agreement may not be amended or waived except by an instrument in
writing signed by each of the parties  hereto.  This Agreement may be terminated
by the Bank upon giving the Company  and Laurus  thirty (30) days prior  written
notice.  Laurus shall  designate a successor  bank on or prior to the  effective
date  of  such  termination  and the  Bank  shall  deliver  the  balance  in the
Restricted  Account to such  successor  bank.  Any notice  required  to be given
hereunder may be given,  and shall be deemed given when delivered,  via telefax,
U.S. mail return receipt requested or nationally recognized overnight courier to
each of the  parties at the  address  set forth  above.  This  Agreement  may be
executed in any number of  counterparts,  each of which shall be an original and
all of which, when taken together,  shall constitute one agreement.  Delivery of
an executed signature page of this Agreement by facsimile  transmission shall be
effective as delivery of a manually executed  counterpart hereof or thereof,  as


                                       3
<PAGE>

the case  may be.  This  Agreement  shall  be  governed  by,  and  construed  in
accordance  with,  the laws of the  State of New  York,  without  regard  to its
conflict of laws  principles.  This  Agreement  sets forth the entire  agreement
between the parties  hereto as to the matters set forth herein and supersede all
prior communications,  written or oral, with respect to the matters herein. EACH
OF THE PARTIES  HERETO  HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO
ANY CLAIM,  ACTION,  SUIT OR PROCEEDING  ARISING OUT OF OR  CONTEMPLATED BY THIS
AGREEMENT.  THE BANK, THE COMPANY AND LAURUS EACH HEREBY SUBMIT TO THE EXCLUSIVE
JURISDICTION  OF THE FEDERAL AND NEW YORK STATE COURTS  LOCATED IN THE COUNTY OF
NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS AGREEMENT OR ANY MATTERS
CONTEMPLATED HEREBY OR THEREBY.

                                     * * * *


                                       4
<PAGE>

      Agreed and accepted this 16th day of August, 2004.


                                        NORTH FORK BANK

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


                                        LAURUS MASTER FUND, LTD.

                                        By:
                                            ------------------------------------
                                            Name: David Grin
                                            Title: Director


                                        CONVERSION SERVICES INTERNATIONAL, INC.

                                        By:
                                            ------------------------------------
                                            Name: Scott Newman
                                            Title: President and CEO


                                       5
<PAGE>

                                    EXHIBIT A

                                 RELEASE NOTICE

To:   North Fork Bank
      404 Fifth Ave., Suite 1
      New York, NY 10018

Re:   Account Name: Conversion Services International, Inc.
      Account Number: XXXXXXXXXX

      Reference is made to that certain Restricted  Account Agreement,  dated as
of August __, 2004 (the "Restricted Account  Agreement"),  among North Fork Bank
(the  "Bank"),  [CORPORATION]  (the  "Company"),  and Laurus  Master Fund,  Ltd.
("Laurus").

      This is to notify you that Laurus authorizes the release of $_____________
(the "Release Amount") from the account  referenced above in accordance with the
terms of the Restricted Account Agreement. Within one business day following the
receipt of this  Release  Notice,  the Bank  hereby  agrees to wire the  Release
Amount (or, in the event that the amount in the Restricted  Account is less than
the Release Amount,  such lesser amount) to the following  account in accordance
with the wire instructions set forth below:

                           [Insert Wire Instructions]


                                        LAURUS MASTER FUND, LTD.

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

      Agreed and accepted this __ day of ___________ 200__.


      NORTH FORK BANK

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


                                       6
<PAGE>

                                    EXHIBIT B

                               Restricted Account

o     Bank:                     North Fork Bank

o     Bank Routing Number:      XXXXXXXXX

      Attn:                     XXXXXX XXXXXX
      Phone:                    XXX-XXX-XXXX

      Account Name:             Conversion Services International, Inc.

      Account #:                XXXXXXXXXX


                                       7