EMPLOYMENT AGREEMENT

      This Employment  Agreement (the  "Agreement") is entered into effective as
of July 22,  2005  (the  "Effective  Date")  by and  between  William  McKnight,
residing at [address] ("Employee"), and Conversion Services International, Inc.,
a Delaware corporation, with offices at 100 Eagle Rock Avenue, East Hanover, New
Jersey 07936 (the "Company").

                                   WITNESSETH:

      WHEREAS, the Company is engaged in the business of data warehousing,  data
management, 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 Senior Vice President - Data
Warehousing  of the Company.  Employee  further agrees to perform the job duties
and to carry out the  responsibilities  of that  position,  as such  duties  and
responsibilities  are set forth on Exhibit "A"  attached  hereto and made a part
hereof  for all  purposes,  as well as such other  duties  and  responsibilities
mutually agreed to, by Employee and Company. Company may not significanly change
Employee's position, title or duties/responsibilties without his approval.

      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.

      3. Salary and Benefits.

            (a) The Company (i) shall provide  Employee  with base  compensation
(the  "Salary") for services  rendered in the amount of Two Hundred  Twenty Five
Thousand  Dollars  ($250,000) per annum payable on a  semi-monthly  basis (which
base compensation may be increased by the Board of Directors of the Company,  or
a committee thereof,  in its sole discretion),  (ii) shall provide Employee with
an annual  bonus,  if any, as may be determined by the Board of Directors of the
Company, or a committee thereof, in its sole discretion.

            (b) On each year's  anniversary of this Agreement during the Initial
Term (i.e.,  on July 21, 2006,  2007 and 2008),  Employee may earn an additional
sum up to $75,000 if the revenue influenced by Employee on behalf of the Company
(from any clients and  customers,  and not just  clients  and  customers  of the
former MAI) during that 12 month  period  equals at least the  previous 12 month
period's revenue. If this threshhold is not met, the Company nevertheless agrees
to pay Employee a proportionate amount of the $75,000 amount.


<PAGE>


            (c)The  Employee will be entitled to  participate in any bonus plan,
incentive  compensation  program, or other employee benefit of the Company, such
opportunity  being  equitable  with others at the Senior Vice  President  title.
Amount of bonus and  incentive  compensation  will be determined by the Board of
Directors of the Company or a committee thereof, in its sole discretion,  beyond
equitable  levels of Senior Vice  Presidents of the Company.  Further,  Employee
will be entitled to receive  full  employee  benefits  according  to the regular
policies and procedures of the Company.

      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 Company and will not be unreasonably  withheld.  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 (20) paid  vacation  days
each calendar year of employment,  and if unused it may be carried  forward into
subsequent  years up to a maximum of five (5) days. It is expected that vacation
days will be  selected  and  utilized  by  Employee  in his  discretion  without
necessity of prior, Company approval.

            (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 of the Company.

            (d) The Company agrees to include and keep,  during this  Agreement,
Employee in the group  medical,  dental,  and  hospital  plan of the Company and
provide group life  insurance  for Employee,  all of the foregoing in accordance
with standard  Company policy to Employee.  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 Company for the benefit of its officers and/or regular employees at a
level similar to other Senior Vice Presidents of the Company.

            (f) The Company will provide to Employee the use of an automobile of
Employee's  choice at a monthly lease or loan payment price including  insurance
not to exceed One thousand one hundred fifteen Dollars ($1,115.00).  The Company
will pay all additional  automobile  operating  expenses incurred by Employee in
the  performance of Employee's  company duties,  including,  but not limited to,
fuel costs.


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<PAGE>


            (g) Employee shall be entitled to  reimbursement  for all reasonable
expenses,  including travel,  entertainment,  broadband,  and cell phone expense
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  extend for an Initial Term (herein so called) of three (3) years from the
Effective  Date,  such Initial Term to cease and  terminate  effective  upon the
close of  business  on July 21,  2008 (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 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) Termination with Notice by Either Party. After the expiration of
the Initial Term, either party may terminate this Agreement for any reason or no
reason  upon  fifteen  (15) days prior  written  notice.  At any time during the
Initial Term, or during any extended  term,  Company may terminate  Employee for
Good Cause,  subject to the applicable  cure periods set forth below. In case of
termination of Employee,  Company agrees to pay Employee for compensation earned
thru the  termination  date. If Employee is terminated  without Good Cause , the
Company  shall  pay  Employee  severance  compensation  the  greater  of (i) the
remainder of Employee's  compensation during the Initial Term, 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),  or (ii) his  Salary  plus cost of  premiums  for any
Company sponsored insurance policy (or cash equivalent) for twelve (12) months.

            (b) 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 in the  performance  of his duties as an
employee  hereunder,  which  remains  uncured  after  ten  (10)  days  following
Employee's  receipt from the Company of written notice specifying such action or
omission;


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<PAGE>


                  (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  Salary  earned and  expenses  reimbursable  under this  Agreement
incurred through the date of Employee's termination.

      6. Change in Control and Other Grounds Entitling Employee to Terminate.

            (a) "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,  as
applicable  (the "Incumbent  Directors," as applicable)  cease for any reason to
constitute  at least a majority of the Board of  Directors  of the  Company,  as
applicable,  provided that any individual  becoming a director subsequent to the
date hereof whose  election was approved by a vote of all of the then  Incumbent
Directors  shall be, for the purposes of this  provision,  considered  as though
such  individual  were an  Incumbent  Director,  as the  case  may  be;  (c) any
consolidation  or merger or other  business  combination of the Company with any
other entity where the stockholders of the Company,  as applicable,  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 more than 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 Exchange Act,
becomes the  benefical  owner (as defined in Section  (13)(d)(3) of the Exchange
Act) directly or indirectly of shares of the Company  representing fifty percent
(50%) or more of the total  number of votes that may be cast for the election of
the Board of  Directors  of the  Company;  or (e) the Board of  Directors of the
Company  adopts a  resolution  to the  effect  that a "Change  In  Control"  has
occurred for purposes of this Agreement.

            (b)  Further,  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 Employee so elects to treat such as a termination. If such
termination  without  Good  Cause  occurs  following  a Change in  Control,  the
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.


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<PAGE>


            (c) Upon a  Change  in  Control  and/or a  termination  of  Employee
without Good Cause,  100% of all unvested stock options and/or restricted shares
held by Employee shall immediately vest with all restrictions  being immediately
released,  Company will apply best efforts to register all remaining shares with
the Securities  and Exchange  Commission  thus resulting in the shares  becoming
free and tradable.

            (d) Further,  any of the following shall constitute a termination by
the  Company  without  Good  Cause,  if  Employee  elects  to  treat  such  as a
termination,  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)
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 the Employee of written
notice  specifying  such breach or default;  or (ii) if Employee shall no longer
hold the  position of Senior Vice  President - Data  Warehousing  of the Company
unless there is Good Cause for the removal of Employee from such position.

      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  thereafter,  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
discharge of his duties  hereunder.  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.


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<PAGE>


      9. Competition.

      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 during his employment by the Company. However, 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.

      Employee will not do any of the following,  either directly or indirectly,
during  Employee's  employment with the Company and during the period of two (2)
year after Employee's cessation of employment with the Company,  anywhere in the
United States. Notwithstanding the foregoing, Employee shall not be bound by any
of the provisions of this Section 9 if he terminates  this Agreement as provided
by Section 6(c) or 6(d) herein. In the event that Employee  improperly  competes
with the Company  and/or CSI in violation  of this  Section,  the period  during
which he engages in such  competition  shall not be counted in  determining  the
duration of the two (2) 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 of existing,  active
                  Company clients or customers on the date of termination.

            (b)   Employee  shall not solicit or perform  services in connection
                  with any  Competitive  Activity  for any  current  clients  or
                  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.

                  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,  to the extent  Employee  is fully  informed of such
obligations and restrictions ahead of time and such obligations and restrictions
are reasonable.

            (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 executives of the
Company.


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<PAGE>


            (c) Employee will have reasonable  autonomy to develop the Southwest
business for CSI and travel will not exceed 50%.

      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.
Notwithstanding the foregoing,  Employee shall not be liable for special damages
of any kind, including punitive damages, consequential damages or lost profits.

      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.


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<PAGE>


      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 New Jersey  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.


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


                                        CONVERSION SERVICES INTERNATIONAL, INC.

                                        By:/s/ Glenn Peipert
                                           -------------------------------------
                                        Name:    Glenn Peipert
                                        Title    Executive Vice President and
                                                 Chief Operating Officer


                                        /s/  William McKnight
                                        ----------------------------------------
                                        WILLIAM MCKNIGHT


                    [SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]


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