Exhibit 4.2


NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
AND NEITHER  THIS WARRANT NOR SUCH SHARES MAY BE SOLD,  ENCUMBERED  OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
OR AN EXEMPTION FROM SUCH REGISTRATION  REQUIREMENT,  AND, IF AN EXEMPTION SHALL
BE APPLICABLE,  THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ACCEPTABLE
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

        VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON THE LAST DAY OF THE
                       EXERCISE PERIOD, AS DEFINED BELOW

5,100,000 SHARES OF COMMON STOCK               ISSUANCE DATE: SEPTEMBER 22, 2004

                     CONVERSION SERVICES INTERNATIONAL, INC.

                          COMMON STOCK PURCHASE WARRANT

         This is to certify that, FOR VALUE  RECEIVED,  SANDS  BROTHERS  VENTURE
CAPITAL III LLC  ("HOLDER"),  is entitled to purchase from  Conversion  Services
International,  Inc., a Delaware  corporation  (the  "COMPANY"),  subject to the
provisions  of this Common  Stock  Purchase  Warrant  (this  "WARRANT"),  at the
Initial Exercise Price (as defined below),  subject to adjustment as provided in
this  Warrant,  FIVE  MILLION ONE  HUNDRED  THOUSAND  (5,100,000)  shares of the
Company's common stock, $.001 par value per share (the "COMMON STOCK").

         1. ISSUANCE OF WARRANT;  CERTAIN  DEFINED TERMS.  This Warrant is being
issued in connection  with a loan being made as of the date hereof by the Holder
to the  Company.  As used  herein,  the  following  capitalized  terms  have the
meanings set forth below:

         "EXERCISE PERIOD" shall mean the period:  (i) commencing on the earlier
to occur of: (A) the date of the closing of the first  Qualified  Financing  (as
defined below) occurring after the date hereof or (B) September 7, 2005 and (ii)
ending at 5:00 p.m.  (New York City  time) on the  earlier  to occur of: (A) the
three (3) year  anniversary of the closing of such  Qualified  Financing or (ii)
September 7, 2008.

         "EXERCISE  PRICE "shall mean the  exercise  price for the purchase of a
share of Common  Stock  pursuant  to this  Warrant  in effect at any time and as
adjusted from time to time in accordance with the terms hereof.  If this Warrant
is still outstanding,  the Exercise Price shall be increased by 10% (but no more
than  cumulatively  30%) for every $10 million of Gross Sales (as defined below)
above $60 million for the fiscal year ending  December 31, 2005 and $100 million
for fiscal year ending December 31, 2006. In addition,  the exercise price shall
be decreased by 20% (but no more than cumulatively 60%) for every $10 million of
Gross Sales below $60 million for the fiscal year ending  December  31, 2005 and
$100 million for fiscal year ending December 31, 2006.

         "GROSS SALES" shall be defined as the Company's total sales as reported
in its Annual Report on Form 10-KSB or Form 10-K, as the case may be.

         "INITIAL  EXERCISE  PRICE"  shall mean a price  equal to forty  percent
(40%) of the  price  per  share of  Common  Stock  received  by the  Company  in
connection with the first Qualified Financing (as defined below) occurring after
the date hereof.  Notwithstanding  the foregoing,  in the event that the Company
does not  consummate a Qualified  Financing on or before  September 7, 2005, the
Initial  Exercise Price  commencing after September 7, 2005 shall be adjusted to
$0.14 per share (which Exercise Price, however, shall be subject to immediate or
subsequent adjustment,  as the case may be, as provided for in the definition of
"Exercise Price" contained herein and as provided for in Section 8 hereof).

<PAGE>

         "QUALIFIED  FINANCING"  means  any  single  convertible  debt or equity
financing of the Company which raises $5 million or greater in gross proceeds to
the Company.

         "WARRANT  SHARES"  shall mean the shares of Common Stock  issuable upon
the valid exercise of this Warrant.

         2. EXERCISE OF WARRANT.

                  (a) This Warrant may be exercised, in whole or in part, at any
time during  (but not  following)  the  Exercise  Period,  by  presentation  and
surrender  of this  Warrant to the  Company at its  principal  office,  with the
Purchase  Form annexed  hereto duly  executed and  accompanied  by payment of an
aggregate price in cash (except as provided for in Section 2(b) hereof) equal to
the  Exercise  Price  multiplied  by the number of shares of Common  Stock to be
purchased.  Upon  receipt by the Company of this Warrant at its office in proper
form for exercise and  accompanied  by payment as herein  provided,  the Company
shall  promptly  issue and cause to be  delivered  to the Holder a  certificate,
issued  in the name of the  Holder,  for the full  number of  Warrant  Shares so
purchased.  Upon proper exercise of this Warrant,  the Holder shall be deemed to
be the  holder of record of the  Warrant  Shares  issuable  upon such  exercise,
notwithstanding  that the stock  transfer  books of the  Company  shall  then be
closed or that certificates  representing such shares shall not then be actually
delivered to the Holder. All taxes, if any, applicable to such exercise shall be
paid by the Holder upon exercise.

                  (b) The aggregate  Exercise  Price may also be paid in full or
in part at the  election of the Holder on a cashless  basis:  (i) in the form of
Common  Stock owned by the Holder  (based on the Fair  Market  Value (as defined
below)  of such  Common  Stock on the date of  exercise)  or (ii) in the form of
Warrant Shares  withheld by the Company from the Warrant Shares  otherwise to be
received upon exercise of this Warrant  having an aggregate Fair Market Value on
the date of exercise equal to the aggregate  Exercise Price of the Warrant.  For
purposes of this Warrant, the term "FAIR MARKET VALUE" means the average closing
price of the  publicly-traded  shares of Common  Stock for the five (5)  trading
days  immediately  preceding  the  applicable  exercise  date  on the  principal
securities  exchange  or market on which  shares of Common  Stock are  listed or
quoted,  if the  shares  of Common  Stock are so listed or quoted  or, if not so
listed or quoted, as determined by the Company in good faith and in a reasonable
manner, based on the information available to it.

         3. REDEMPTION. This Warrant may be called for redemption by the Company
in the event that:  (i) (A) Gross Sales exceed  $60,000,000  for the fiscal year
ended  December 31, 2005 or (B) Gross Sales exceed  $100,000,000  for the fiscal
year ended  December 31, 2006 and (ii) the closing price of the Common Stock is,
for five (5)  consecutive  trading days  following the public  reporting of such
Gross Sales numbers,  at or above two hundred percent (200%) of the then current
Exercise  Price.  In order to  effectively  exercise its redemption  right,  the
Company shall,  within fifteen (15) business days following the  satisfaction of
the  conditions set forth in this Section 3, provide the Holder with thirty (30)
days written  notice of such exercise (the  thirtieth  (30th) day following such
written notice being referred to herein as the "REDEMPTION  DATE"). In the event
that the Holder does not exercise  this Warrant in full prior to the  Redemption
Date, the unexercised  portion,  if any, of this Warrant will be redeemed by the
Company,  without any further  action  required  (other than payment by check or
wire transfer) of the Company or the Holder, at a price of $0.01.

         4. RESERVATION OF SHARES. The Company hereby covenants and agrees that,
at all times during the period this Warrant is outstanding,  it will reserve for
issuance and delivery upon exercise of this Warrant such number of shares of its


                                       2
<PAGE>

Common Stock as shall be required for  issuance  and delivery  upon  exercise of
this  Warrant.  If it becomes  necessary  at any time to increase  the number of
reserved  shares for issuance  hereunder,  the Board of Directors of the Company
shall promptly  increase the number of authorized  and/or  reserved  shares to a
number  sufficient  to provide for the number of shares that may be at that time
issuable to the Holder as  described  above.  If it is necessary to increase the
number of authorized shares for issuance hereunder,  the Board of Directors will
use its best  efforts to obtain any  required  approval of this  increase by the
shareholders.

         5.  FRACTIONAL  SHARES.  No  fractional  shares  or stock  representing
fractional  shares  shall be  issued  upon the  exercise  of this  Warrant.  All
fractional shares issuable upon the exercise of this Warrant shall be rounded to
the nearest whole Warrant Share.

         6. TRANSFER, EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT.

                  (a) This  Warrant  and the  Warrant  Shares may be assigned or
transferred  only  to an  affiliate  of  the  Holder,  and  provided  that  such
assignment or transfer is conducted in  compliance  with the  Securities  Act of
1933,  as  amended.  Any  purported  transfer or  assignment  made other than in
accordance  with this  Paragraph 6(a) shall be null and void ab initio and of no
force and effect.

                  (b) Any assignment  permitted  hereunder may be in whole or in
part and  shall be made by  surrender  of this  Warrant  to the  Company  at its
principal office with the Assignment Form annexed hereto duly executed, together
with funds  sufficient to pay any transfer tax. In such event the Company shall,
without  charge,  execute and deliver a new Warrant in the name of the  assignee
named in such  Assignment Form and this Warrant shall promptly be cancelled (and
a new Warrant issued to the Holder if the assignment is in part).

                  (c) Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction, or mutilation of this Warrant, and, in the case
of loss, theft, or destruction,  upon reasonably  satisfactory  indemnification,
and, in the case of mutilation, upon surrender and cancellation of this Warrant,
the Company will  execute and deliver a new Warrant of like tenor and date,  and
any such lost,  stolen,  destroyed,  or mutilated Warrant shall thereupon become
void. Any such new Warrant executed and delivered shall constitute an additional
contractual  obligation  on the part of the Company,  whether or not the Warrant
that  was so  lost,  stolen,  destroyed,  or  mutilated  shall  be at  any  time
enforceable by anyone.

         7. RIGHTS OF THE HOLDER.  The Holder  shall not, by virtue of ownership
of this  Warrant,  be entitled to any rights as a  stockholder  of the  Company,
either at law or  equity,  and the  rights of the  Holder  are  limited to those
expressed in this Warrant and are not enforceable  against the Company except to
the extent set forth herein.

         8. CERTAIN  ADJUSTMENTS.  The Exercise  Price and the number of Warrant
Shares  issuable upon the exercise of the Warrant shall be subject to adjustment
from time-to-time as follows:

                  (a)  Recapitalization.  In the event the Company should at any
time or from  time to time  while  this  Warrant  remains  in  force,  effect  a
recapitalization  of such character that the number of Common Shares outstanding
is  increased  or  decreased  by stock  split,  reverse  stock  split,  or other
modification of the capital structure of the Company, then thereafter the number
of Warrant Shares which the Holder of this Warrant shall be entitled to purchase
hereunder  shall be  increased  or  decreased,  as the case  may be,  in  direct
proportion  to the increase or decrease in the number of Common Shares by reason
of such  recapitalization,  and the Exercise Price per share  hereunder shall in
the case of an increase in the number of shares be proportionally reduced and in
the case of a decrease in the number of shares be proportionally increased.


                                       3
<PAGE>

                  (b)   Merger,   Consolidation,   etc.  In  case  of:  (i)  any
consolidation or merger of the Company with or into a company, where the Company
is not the surviving  entity, or (ii) the conveyance of all or substantially all
of the assets of the Company to another  company,  this Warrant shall thereafter
be  exercisable  into the  number  of  shares  of stock or other  securities  or
property  to which a holder of the  number  of  shares  of  Common  Stock of the
Company issuable upon exercise of the Warrant would have been entitled upon such
consolidation,  merger  or  conveyance;  and,  in  any  such  case,  appropriate
adjustment  (as  determined  by the  Board  of  Directors)  shall be made in the
application  of the  provisions  herein set forth with respect to the rights and
interest  thereafter of the Holder of the Warrant to the end that the provisions
set forth  herein  (including  provisions  with  respect to changes in and other
adjustments of the Exercise Price) shall thereafter be applicable,  as nearly as
reasonably  may be,  in  relation  to any  shares  of stock  or  other  property
thereafter deliverable upon the exercise of this Warrant.

                  (c) Certain  Adjustments to Exercise Price. If at any time the
Company shall issue or sell any shares of Common Stock (other than in connection
with Permitted Issuances (as defined below)) in exchange for consideration in an
amount per share of Common Stock less than the then current Exercise Price, then
the Exercise Price shall be adjusted so that it shall equal the price determined
by multiplying the Exercise Price in effect immediately prior to such event by a
fraction,  the  numerator of which shall be the number of shares of Common Stock
outstanding  on the date of  issuance  plus the number of  additional  shares of
Common Stock which the aggregate  offering  price would  purchase based upon the
Exercise  Price,  and the  denominator of which shall be the number of shares of
Common Stock  outstanding  on the date of issuance plus the number of additional
shares of Common Stock issued or issuable in such offering.  As used herein, the
term  "PERMITTED  ISSUANCES"  shall mean:  (i) Common Stock  issued  pursuant to
Section 8(a) or (b) hereof,  (ii) Common Stock  issuable or issued to employees,
consultants or directors of the Company  directly or pursuant to a stock plan or
other  compensation  arrangement  approved  by the  Board  of  Directors  of the
Company, (iii) capital stock, debt instruments convertible into capital stock or
options or warrants to purchase capital stock, issued to financial institutions,
investors  or  lessors  in  connection  with  commercial  credit   arrangements,
equipment  financings or similar  transactions,  provided that the terms of such
transaction  or  transactions  are  approved  by the Board of  Directors  of the
Company, and (iv) capital stock, debt instruments convertible into capital stock
or warrants or options to purchase  capital stock issued in connection with bona
fide  acquisitions,   mergers,  technology  licenses  or  purchases,   corporate
partnering  agreements,  joint  ventures or similar  transactions,  the terms of
which are approved by the Board of Directors of the Company.

                  (d) Adjustment in Number of Securities.  Upon each  adjustment
of the Exercise  Price  pursuant to the provisions of this Section 8, the number
of shares of Common Stock  issuable  upon the exercise of this Warrant  shall be
adjusted  to the  nearest  full  amount  by  multiplying  a number  equal to the
Exercise Price in effect  immediately  prior to such adjustment by the number of
shares of Common Stock issuable upon exercise of this Warrant  immediately prior
to such adjustment and dividing the product so obtained by the adjusted Exercise
Price.

                  (e) Certain Notices. Upon any adjustment of the Exercise Price
as provided  for in  Sections  8(a),  (b) or (c)  hereof,  in each such case the
Company shall promptly deliver a notice to the Holder,  which notice shall state
the Exercise Price  resulting from such adjustment and the increase or decrease,
if any, in the number of shares  Common Stock  receivable at such price upon the
conversion hereof,  setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based.

         9. NO IMPAIRMENT. The Company will not, by amendment of its certificate
of incorporation or through any  reorganization,  recapitalization,  transfer of
assets, consolidation,  merger, dissolution, issue or sale of securities, or any
other voluntary action,  avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Company,  but will


                                       4
<PAGE>

at all times in good faith assist in the carrying out of all the  provisions  of
this  Warrant  and in the  taking  of all such  action  as may be  necessary  or
appropriate in order to protect the exercise rights of the Holder of the Warrant
against impairment.

         10.  REPLACEMENT  OF  WARRANT.  Upon  receipt  of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant, upon delivery of indemnity by the Holder reasonably satisfactory to the
Company in form and amount or, in the case of any mutilation,  upon surrender of
this Warrant for  cancellation at the office of the Company,  the Company at its
expense will execute and deliver,  in lieu thereof,  a new Warrant of like tenor
and dated the date hereof.

         11. NOTICES.  Any notice,  request or other  communication  required or
permitted  hereunder  shall be in writing  and shall be deemed to have been duly
given if personally delivered or mailed by registered or certified mail, postage
prepaid,  or by  overnight  courier  (prepaid)  or  if  delivered  by  facsimile
transmission, to the Company at the address or facsimile number set forth in the
Company's SEC filings or to the Holder at the addresses or facsimiles number set
forth in the  records of the  Company.  Any party  hereto may by notice so given
change its address for future notice  hereunder.  Notice shall be deemed to have
been given (a) upon  personal  delivery,  if delivered  by hand,  (b) three days
after  the  date of  deposit  in the  mails,  postage  prepaid,  or (c) the next
business day if sent by  facsimile  transmission  (if receipt is  electronically
confirmed) or by a prepaid overnight courier service.

         12.  GOVERNING  LAW. This Warrant shall be governed by and construed in
accordance  with  the laws of the  State  of  Delaware,  without  regard  to the
conflicts of laws principals thereof.

         13. AMENDMENTS; WAIVERS; HEADINGS. This Warrant and any term hereof may
be changed,  waived,  discharged or terminated only by an instrument in writing,
signed by the party against which enforcement of such change, waiver,  discharge
or  termination is sought.  The headings in this Warrant are for  convenience of
reference only and are not part of this Warrant.

         IN WITNESS  WHEREOF,  the Company has executed  this Warrant as of this
22nd day of September, 2004.


                                CONVERSION SERVICES INTERNATIONAL, INC.


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



                                [Exhibits Follow]



                                       5
<PAGE>

                                    Exhibit A

                                     WARRANT
                                  PURCHASE FORM

                    (to be executed upon exercise of Warrant)

         The  undersigned  hereby  irrevocably  elects  to  exercise  the  right
represented by this Warrant to purchase ______________________________ shares of
the common stock,  par value $.001 per share (the "COMMON  STOCK") of Conversion
Services International, Inc.

         Check as applicable:

         [ ] The undersigned  herewith  tenders payment for such Common Stock in
the amount of $_______________.

         [ ] The undersigned  hereby tenders payments for such Common Stock on a
cashless basis in accordance  with Section 2(b) of the attached  Warrant via the
cancellation  of such portion of the attached  Warrant as is  exercisable  for a
total of  _________  shares of Common Stock (using a Fair Market Value of $_____
per share for purposes of this calculation)

         The  undersigned  requests that a certificate  for such Common Stock be
registered   in  the  name  of   _______________________,   whose   address   is
_____________________________________________.

         If such number of shares of Common Stock is less than all of the Common
Stock purchasable  pursuant to the Warrant,  the undersigned requests that a new
Warrant representing the remaining shares of Common Stock purchasable thereunder
be  issued  in the name of  ______________________________,  and  that  such new
Warrant be delivered to ________________________________________________,  whose
address is ____________________________________________________ .


Date:_________________        Signature: _____________________________________
                                        (signature must conform in all
                                        respects to name of Holder as
                                        specified on the face of the Warrant.)

<PAGE>

                                    Exhibit B

                                     WARRANT
                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED,  ___________________________________  hereby sells,
assigns and  transfers all of the rights of the  undersigned  under the attached
Warrant  with respect to  _______________________  shares of common  stock,  par
value $.001 per share, of Conversion Services International, Inc. unto:

Name of Assignee           Address                       No. of Common Shares
----------------           --------------------------    --------------------




The   undersigned   does  also  hereby   irrevocably   constitute   and  appoint
____________________  as  attorney,  to  transfer  the same on the  books of the
Company with full power of substitution in the premises.


         DATED this ______ day of __________________, _____.



                                            By:
                                                -------------------------------