Exhibit 10.6


                           SBIL INTERNATIONAL LIMITED
              90 Park Avenue                           35 Dover Street
              New York, NY 10016                       W1S 4NQ London

             *Incorporated in England & Wales: Company No. 3870324*
         *Authorised and Regulated by the Financial Services Authority *
                              * Member NASD, SIPC*


                                                              September 22, 2004

Conversion Services International, Inc.
100 Eagle Rock Avenue
East Hanover, NJ 07936
Attn: Mr. Scott Newman, CEO

Dear Mr. Newman:

         This is to confirm our understanding that Sands Brothers  International
Limited ("SBIL") has been engaged as a financial advisor to Conversion  Services
International,   Inc.,  its  respective   successors,   parents,   subsidiaries,
affiliates, and assigns (collectively, the "Company"), with respect to financial
advisory  and related  matters for the one (1) year period  commencing  the date
hereof (the "Term"). In this regard,  SBIL shall devote such business,  time and
attention  (consistent  with industry  practice) to matters on which the Company
shall reasonably request its services. All services shall be rendered by SBIL in
New York City.

A.       Financial Advisory Services

         During the Term,  SBIL shall  provide the Company with such regular and
customary  financial  advisory  services  as  are  reasonably  requested  by the
Company,  provided  that SBIL  shall not be  required  to  undertake  duties not
reasonably  within the scope of the financial  advisory  services in which it is
generally  engaged.  It is understood and  acknowledged  by the parties that the
SBIL shall be obligated to render  advice,  upon the request of the Company,  in
good  faith,  in a  manner  (consistent  with  industry  practice)  as  shall be
reasonably  determined  by  SBIL.  SBIL's  duties  may  include,  but  will  not
necessarily be limited to:

         (i)      advice  regarding the  formation of corporate  goals and their
                  implementation;

         (ii)     advice regarding the financial structure of the Company or its
                  subsidiaries   or  divisions  or  any  programs  and  projects
                  undertaken by any of the foregoing;

         (iii)    advice regarding financing needs and matters;

         (iv)     advice  regarding   corporate   organization,   personnel  and
                  selection of needed specialty skills.

<PAGE>

Mr. Scott Newman
September 22, 2004
Page 2


         The  Company  acknowledges  that  SBIL  and its  affiliates  are in the
business of providing  financial advisory services (of all types contemplated by
this agreement) to others.  Nothing herein contained shall be construed to limit
or restrict SBIL or its  affiliates in conducting  such business with respect to
others or in rendering such advice to others.

         The Company  recognizes  and confirms that SBIL, in acting  pursuant to
this  engagement,  will be using  information  in reports and other  information
provided by others, including, without limitation, information provided by or on
behalf of the Company, and that SBIL does not assume  responsibility for and may
rely, without independent verification,  on the accuracy and completeness of any
such reports and  information.  The Company hereby warrants that any information
relating to the Company that is furnished to SBIL by or on behalf of the Company
will be fair,  accurate and complete and, to the Company's  knowledge,  will not
contain any material omissions or misstatements of fact. The Company agrees that
any information or advice rendered by SBIL or its  representatives in connection
with this  engagement  is for the  confidential  use of the  Company's  Board of
Directors  and executive  officers  only in their  evaluation of the matters for
which SBIL has been  engaged  and,  except as  otherwise  required  by law,  the
Company will not permit any third party to disclose or  otherwise  refer to such
advice or information in any manner without SBIL prior written consent. The name
of SBIL will not be quoted or  referred to orally or in a writing by the Company
without SBIL's prior written  consent.  The Company  further  recognizes that in
order for SBIL to perform properly its obligations in a professional  manner, it
is  necessary  that  SBIL  be  informed  of  and,  to  the  extent  practicable,
participate in meetings and discussions  between the Company and any third party
relating to the matters covered by the terms of SBIL's engagement.

         In consideration of such financial  advisory services and as a material
inducement for SBIL to enter into this  agreement,  the Company shall pay SBIL a
non-accountable  and non-refundable  retainer in the amount of $6,000 per month,
the  first  payment  of  which  shall be  payable  upon  the  execution  of this
agreement.  Thereafter,  the Company shall pay SBIL the monthly  retainer on the
last business day of each month during the Term commencing October 29, 2004. The
foregoing  compensation  shall be in  addition  to any  other  compensation  and
reimbursement of expenses described herein.

B.       General

         The Company agrees to indemnify SBIL and related  persons in accordance
with the indemnification  letter annexed hereto as Schedule A, the provisions of
which  are  incorporated  herein  in  their  entirety,  and  shall  survive  the
termination or expiration of this agreement.

         This   agreement,   including   Schedule  A,   constitutes  the  entire
understanding  of the parties with respect to the subject  matter hereof and may
not be  altered  or  amended  except in a writing  signed by both  parties.  The
Company  expressly  acknowledges  that the execution of this  agreement does not
constitute a commitment  by SBIL to purchase the  securities of the Company (the
"Securities")  nor ensure the  successful  placement  of the  Securities  or any
portion  thereof or the  success  of SBIL with  respect  to  securing  any other
financing on the Company's behalf.  Nothing contained in this agreement shall be
construed to place SBIL and the Company in the relationship of partners or joint

<PAGE>

Mr. Scott Newman
September 22, 2004
Page 3


venturers.  Except as may be  otherwise  agreed to in writing by the Company and
SBIL  or  their  respective  affiliates,  neither  SBIL  nor the  Company  shall
represent  itself  as the  agent or legal  representative  of the  other for any
purpose whatsoever nor shall either have the power to obligate or bind the other
in any manner  whatsoever.  The  Company's  engagement  of SBIL pursuant to this
agreement  is not  intended to confer  rights upon any person not a party hereto
(including  shareholders,  directors,  officers,  employees  or creditors of the
Company)  as against  SBIL or its  affiliates,  or their  respective  directors,
officers,  employees or agents,  successors or assigns.  SBIL, in performing its
services hereunder, shall at all times be an independent contractor. No promises
or  representations  have  been  made  except  as  expressly  set  forth in this
Agreement  and the parties  have not relied on any  promises or  representations
except as expressly set forth in this Agreement. Nothing contained herein should
be construed as creating any fiduciary duties between the parties.

         During the term of this  Agreement,  the Company  shall not  negotiate,
enter into or attempt to  negotiate  or enter into any  agreement,  covenant  or
understanding,  written or oral,  with any other  person or entity,  directly or
indirectly,  that could in any manner be construed to be inconsistent  with this
agreement or could  undermine any of the rights or interests of SBIL,  in, under
or in respect of this  Agreement and agrees not to interfere  with,  circumvent,
frustrate or otherwise  impede in any manner the  realization  by SBIL of any of
the objectives it seeks or benefits derived,  or to be derived,  from any of the
foregoing.  Notwithstanding  the foregoing,  nothing in this agreement  shall be
deemed to preclude  the Company or its  subsidiaries  or  affiliates  from:  (i)
engaging  other  investment  banking  firms or other third parties to assist the
Company or its  subsidiaries  during or following  the Term in any  financing or
other  strategic  transaction  of any type or  nature or (ii)  engaging  in such
financings or  transactions  during or following the Term without the assistance
of SBIL,  whether with the assistance of third party investment banking firms or
other agents or on a self-underwritten basis.

         SBIL hereby agrees that no public announcement  concerning the terms of
this  Agreement,  or the  completion  of any  of the  transactions  contemplated
herein, shall be made without the prior written consent of the Company.

         In the event that  other  services  are  required  and/or  transactions
result that are not as contemplated  herein,  the parties hereto shall negotiate
in good faith to determine a mutually  acceptable  level of compensation in such
an eventuality.

         This  Agreement  shall be governed by and construed in accordance  with
the internal laws of the State of New York  (without  reference to the conflicts
of law  provisions  thereof).  The Company  hereby  irrevocably  consents to the
exclusive jurisdiction of the Courts of the State of New York and of the Federal
Court  located in New York County in  connection  with any action or  proceeding
arising out of or relating to this Agreement. In any such litigation the Company
waives  personal  service of any summons,  complaint or other process and agrees
that the service thereof may be made by certified or registered mail directed to
the Chief Executive  Officer of the Company at its address set forth above.  The
parties are waiving their right to a jury trial.

<PAGE>

Mr. Scott Newman
September 22, 2004
Page 4


         Neither the execution and delivery of this Agreement by the Company nor
the  consummation  of the  transactions  contemplated  hereby will,  directly or
indirectly,  with or without the giving of notice or lapse of time, or both: (i)
violate any  provisions of the  Certificate of  Incorporation  or By-laws of the
Company; or (ii) violate, or be in conflict with, or constitute a default under,
any agreement, lease, mortgage, debt or obligation of the Company or require the
payment,  any pre-payment or other penalty with respect thereto. The Company has
all  requisite  power and  authority  to enter into and perform its  obligations
under this  Agreement.  This  Agreement has been duly executed and delivered and
constitutes valid and binding  obligations of the Company,  enforceable  against
the Company in accordance with their respective terms, except as the same may be
limited by bankruptcy, insolvency, reorganization,  moratorium and other similar
laws  and  equitable  principles  relating  to  or  limiting  creditors'  rights
generally and by general principles of equity. The Company represents,  warrants
and agrees that it has not, as of the date  hereof,  engaged the services of any
other broker,  agent,  advisor or finder in connection with corporate finance or
investment banking services.

         The rights and  obligations of the Company under this Agreement may not
be assigned by the Company  without the prior written  consent of SBIL any other
purported  assignment shall be null and void. If any provision of this Agreement
is  determined  to be  invalid  or  unenforceable  in  any  respect,  then  such
determination  will not affect such  provision in any other respect or any other
provision of this Agreement, which will remain in full force and effect.

         If the  foregoing  correctly  sets  forth the  terms of our  agreement,
kindly so indicate by signing and  returning  the enclosed  copy of this letter,
along with a check made  payable to SBIL in the amount of Six  Thousand  Dollars
($6,000).


                                    SANDS BROTHERS INTERNATIONAL LIMITED

                                        /s/ Michael C. Caska
                                    By: ________________________
                                        Name:  Michael C. Caska
                                        Title: President


ACCEPTED AND AGREED AS OF
THE DATE FIRST ABOVE WRITTEN

CONVERSION SERVICES INTERNATIONAL, INC.

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

<PAGE>

Mr. Scott Newman
September 22, 2004
Page 5


                                   SCHEDULE A

                                 INDEMNIFICATION

         Recognizing  that matters of the type  contemplated  in this engagement
sometimes  result in  litigation  and that SBIL's role is advisory,  the Company
agrees to indemnify and hold harmless SBIL, its affiliates and their  respective
officers,  directors,  employees,  agents and controlling persons (collectively,
the "Indemnified  Parties"),  from and against any losses,  claims,  damages and
liabilities,  joint or several,  asserted by third parties related to or arising
in any manner out of any  transaction,  financing,  proposal or any other matter
(collectively,  the "Matters") contemplated by the engagement of SBIL hereunder,
and will promptly reimburse the Indemnified  Parties for all reasonable expenses
(including  reasonable  fees and  expenses  of legal  counsel)  as  incurred  in
connection with the investigation of,  preparation for or defense of any pending
or  threatened  claim  related  to or  arising  in any  manner out of any Matter
contemplated  by the engagement of SBIL  hereunder,  or any action or proceeding
arising therefrom (collectively, "Proceedings"), whether or not such Indemnified
Party is a formal party to any such Proceeding.  Notwithstanding  the foregoing,
the  Company  shall not be liable in respect  of any  losses,  claims,  damages,
liabilities  or  expenses  that a court of  competent  jurisdiction  shall  have
determined  by final  judgment  resulted  solely  from the gross  negligence  or
willful  misconduct of an Indemnified  Party. The Company further agrees that it
will not,  without the prior  written  consent of SBIL,  settle,  compromise  or
consent to the entry of any judgment in any pending or threatened  Proceeding in
respect of which indemnification may be sought hereunder (whether or not SBIL or
any  Indemnified  Party is an actual  or  potential  party to such  Proceeding),
unless such settlement,  compromise or consent includes an unconditional release
of SBIL and each other  Indemnified  Party hereunder from all liability  arising
out of such Proceeding.

         The Company agrees that if any indemnification or reimbursement  sought
pursuant  to  this  letter  were  for  any  reason  not to be  available  to any
Indemnified  Party or  insufficient  to hold it  harmless  as and to the  extent
contemplated  by this letter,  then the Company  shall  contribute to the amount
paid or payable by such Indemnified Party in respect of losses,  claims, damages
and  liabilities  in such  proportion as is  appropriate to reflect the relative
benefits to the Company and its  stockholders  on the one hand,  and SBIL on the
other,  in  connection  with  the  Matters  to  which  such  indemnification  or
reimbursement relates or, if such allocation is not permitted by applicable law,
not only such relative benefits but also the relative fault of such parties. The
relative  benefits  to the  Company  and/or  its  stockholders  and to SBIL with
respect to SBIL's engagement shall be deemed to be in the same proportion as (i)
the total value paid or received or to be paid or received by the Company and/or
its stockholders  pursuant to the Matters (whether or not consummated) for which
SBIL is engaged to render  financial  advisory  services  bears to; and (ii) the
fees paid to SBIL in  connection  with such  engagement.  In no event  shall the
Indemnified Parties contribute or otherwise be liable for an amount in excess of
the  aggregate  amount  of  fees  actually  received  by SBIL  pursuant  to such
engagement (excluding amounts received by SBIL as reimbursement of expenses).

<PAGE>

Mr. Scott Newman
September 22, 2004
Page 6


         The Company  further  agrees that no  Indemnified  Party shall have any
liability (whether direct or indirect,  in contract or tort or otherwise) to the
Company for or in connection with SBIL's engagement hereunder except for losses,
claims, damages,  liabilities or expenses that a court of competent jurisdiction
shall  have  determined  by  final  judgment  resulted  solely  from  the  gross
negligence  or willful  misconduct of such  Indemnified  Party.  The  indemnity,
reimbursement  and contribution  obligations of the Company shall be in addition
to any liability  which the Company may otherwise have and shall be binding upon
and  inure  to the  benefit  of any  successors,  assigns,  heirs  and  personal
representatives of the Company or an Indemnified Party.

         The indemnity, reimbursement,  contribution provisions set forth herein
shall  remain  operative  and in full  force and  effect  regardless  of (i) any
withdrawal,  termination or consummation of or failure to initiate or consummate
any Matter referred to herein,  (ii) any  investigation  made by or on behalf of
any party hereto or any person controlling  (within the meaning of Section 15 of
the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange
Act of 1934,  as  amended)  any  party  hereto,  (iii)  any  termination  or the
completion or expiration of this letter or SBIL's engagement and (iv) whether or
not SBIL  shall,  or shall not be called  upon to render any formal or  informal
advice in the course of such engagement.