Exhibit 10.4

                               SECURITY AGREEMENT

         This SECURITY  AGREEMENT,  dated as of the 22nd day of September,  2004
(the "AGREEMENT"), is entered into by and between Sands Brothers Venture Capital
LLC, Sands Brothers  Venture Capital III LLC and Sands Brothers  Venture Capital
IV  LLC   (collectively,   the  "SECURED   PARTIES")  and  Conversion   Services
International, Inc., a Delaware corporation company (the "COMPANY").

         WHEREAS,  as of the date hereof, the Secured Parties have loaned to the
Company an aggregate of  $1,000,000.00  (the "LOAN")  pursuant to three separate
Senior  Subordinated  Secured  Convertible  Promissory Notes (as the same may be
amended,  extended,  restated,  renewed or modified,  the "NOTES") issued by the
Company to the Secured Parties; and

         WHEREAS, it is a condition to the willingness of the Secured Parties to
make the Loan  evidenced by the Note that the Company enter into this  Agreement
and grant to the Secured Parties the security interest provided for herein.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements contained herein, the parties hereto agree as follows:

1. Certain Defined Terms. As used herein,  the following  capitalized terms have
the  following  meanings.  All other  capitalized  terms are  defined  elsewhere
herein:

         "ACCOUNT  DEBTOR"  means any  Person  who is or may be  obligated  with
respect to, or on account of, an Account.

         "ACCOUNTS"  means all  "accounts",  as such term is defined in the UCC,
now owned or  hereafter  acquired by any  Person,  including:  (a) all  accounts
receivable, other receivables,  book debts and other forms of obligations (other
than forms of obligations evidenced by Chattel Paper or Instruments)  (including
any such  obligations  that may be characterized as an account or contract right
under the UCC);  (b) all of such  Person's  rights in, to and under all purchase
orders or receipts for goods or services; (c) all of such Person's rights to any
goods  represented by any of the foregoing  (including unpaid sellers' rights of
rescission,  replevin,  reclamation  and  stoppage  in  transit  and  rights  to
returned, reclaimed or repossessed goods); (d) all rights to payment due to such
Person for Goods or other property sold, leased, licensed, assigned or otherwise
disposed of, for a policy of insurance  issued or to be issued,  for a secondary
obligation  incurred or to be incurred,  for energy  provided or to be provided,
for the use or hire of a vessel under a charter or other  contract,  arising out
of the use of a credit card or charge card,  or for  services  rendered or to be
rendered by such Person or in connection with any other transaction  (whether or
not  yet  earned  by  performance  on the  part  of  such  Person);  and (e) all
collateral  security of any kind given by any Account Debtor or any other Person
with respect to any of the foregoing.

         "BOOKS AND RECORDS" means all books, records, board minutes, contracts,
licenses,  insurance  policies,  environmental  audits,  business plans,  files,
computer  files,  computer  discs and other data and software  storage and media
devices,  accounting  books and records,  financial  statements  (actual and pro
forma),  filings  with  Governmental  Authorities  and any and all  records  and
instruments  relating to the Collateral or otherwise necessary or helpful in the
collection thereof or the realization thereupon.

         "CHATTEL  PAPER" means all "chattel  paper," as such term is defined in
the UCC, including  electronic chattel paper, now owned or hereafter acquired by
any Person.

<PAGE>

         "COLLATERAL" means all of Company's  property and assets,  whether real
or  personal,  tangible  or  intangible,  and  whether  now  owned or  hereafter
acquired,  or in which it now has or at any time in the future may  acquire  any
right,  title or interests  including all of the following  property in which it
now has or at any time in the future may acquire any right, title or interest:

                  (a)    all Inventory;

                  (b)    all Equipment;

                  (c)    all Fixtures;

                  (d)    all General Intangibles;

                  (e)    all Accounts;

                  (f)    all Deposit  Accounts,  other bank accounts and all
         funds on deposit therein;

                  (g)    all Investment Property;

                  (h)    all Stock;

                  (i)    all Chattel Paper;

                  (j)    all Letter-of-Credit Rights;

                  (k)    all Instruments;

                  (l)    all commercial tort claims;

                  (m)    all Books and Records;

                  (n)    all Intellectual Property;

                  (o) all Supporting Obligations including letters of credit and
         guarantees  issued in  support  of  Accounts,  Chattel  Paper,  General
         Intangibles and Investment Property;

                  (p) (i) all money, cash and cash equivalents and (ii) all cash
         held  as cash  collateral  to the  extent  not  otherwise  constituting
         Collateral,  all other cash or property at any time on deposit  with or
         held by Laurus for the  account of Company  (whether  for  safekeeping,
         custody, pledge, transmission or otherwise); and

                  (q) all products and Proceeds of all or any of the  foregoing,
         tort  claims  and all  claims  and other  rights to  payment  including
         insurance  claims  against  third  parties  for loss of,  damage to, or
         destruction  of, and (ii)  payments due or to become due under  leases,
         rentals and hires of any or all of the foregoing  and Proceeds  payable
         under,  or unearned  premiums  with respect to policies of insurance in
         whatever form.

         "DEPOSIT ACCOUNTS" means all "deposit accounts" as such term is defined
in the UCC, now or hereafter held in the name of any Person.

         "EQUIPMENT"  means all  "equipment" as such term is defined in the UCC,
now owned or hereafter acquired by any Person,  wherever located,  including any


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and all machinery,  apparatus,  equipment,  fittings, furniture, fixtures, motor
vehicles and other tangible  personal  property  (other than Inventory) of every
kind  and  description  that  may be now or  hereafter  used  in  such  Person's
operations  or that are owned by such Person or in which such Person may have an
interest,  and all parts,  accessories and accessions  thereto and substitutions
and replacements therefor.

         "FIXTURES" means all "fixtures" as such term is defined in the UCC, now
owned or hereafter acquired by any Person.

         "GENERAL  INTANGIBLES" means all "general  intangibles" as such term is
defined in the UCC, now owned or hereafter  acquired by any Person including all
right, title and interest that such Person may now or hereafter have in or under
any contract, all Payment Intangibles,  customer lists,  Licenses,  Intellectual
Property,   interests  in  partnerships,   joint  ventures  and  other  business
associations,  permits,  proprietary  or  confidential  information,  inventions
(whether or not  patented or  patentable),  technical  information,  procedures,
designs,  knowledge,  know-how,  Software,  data bases, data, skill,  expertise,
experience,  processes, models, drawings, materials, Books and Records, Goodwill
(including the Goodwill associated with any Intellectual  Property),  all rights
and claims in or under insurance policies (including insurance for fire, damage,
loss, and casualty, whether covering personal property, real property,  tangible
rights or intangible  rights,  all  liability,  life,  key-person,  and business
interruption insurance, and all unearned premiums),  uncertificated  securities,
choses in action,  deposit  accounts,  rights to receive  tax  refunds and other
payments,  rights to received dividends,  distributions,  cash,  Instruments and
other  property in respect of or in exchange  for pledged  Stock and  Investment
Property, and rights of indemnification.

         "GOODS"  means all  "goods",  as such term is defined  in the UCC,  now
owned or hereafter acquired by any Person, wherever located,  including embedded
software to the extent  included in "goods" as defined in the UCC,  manufactured
homes,  standing  timber that is cut and  removed  for sale and unborn  young of
animals.

         "GOODWILL"   means  all  goodwill,   trade   secrets,   proprietary  or
confidential information,  technical information,  procedures, formulae, quality
control standards,  designs, operating and training manuals, customer lists, and
distribution agreements now owned or hereafter acquired by any Person.

         "INSTRUMENTS"  means all "instruments",  as such term is defined in the
UCC, now owned or hereafter acquired by any Person, wherever located,  including
all  certificated  securities  and all promissory  notes and other  evidences of
indebtedness,  other than instruments that constitute,  or are a part of a group
of writings that constitute, Chattel Paper.

         "INTELLECTUAL PROPERTY" means any and all patents, trademarks,  service
marks, trade names, copyrights,  trade secrets, Licenses,  information and other
proprietary rights and processes.

         "INVENTORY" means all "inventory",  as such term is defined in the UCC,
now owned or hereafter acquired by any Person,  wherever located,  including all
inventory, merchandise, goods and other personal property that are held by or on
behalf of such Person for sale or lease or are  furnished or are to be furnished
under a contract of service or that  constitute raw materials,  work in process,
finished goods,  returned goods, or materials or supplies of any kind, nature or
description used or consumed or to be used or consumed in such Person's business
or in the processing,  production, packaging, promotion, delivery or shipping of
the same, including all supplies and embedded software.

         "INVESTMENT PROPERTY" means all "investment property",  as such term is
defined in the UCC,  now owned or  hereafter  acquired by any  Person,  wherever
located.


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<PAGE>

         "LETTER-OF-CREDIT  RIGHTS" means "letter-of-credit rights" as such term
is defined in the UCC, now owned or hereafter acquired by any Person,  including
rights to payment or performance  under a letter of credit,  whether or not such
Person,  as  beneficiary,  has  demanded  or is  entitled  to demand  payment or
performance.

         "LICENSE" means any rights under any written agreement now or hereafter
acquired by any Person to use any trademark, trademark registration,  copyright,
copyright  registration or invention for which a patent is in existence or other
license of rights or interests now held or hereafter acquired by any Person.

         "OBLIGATIONS" means all debts, liabilities and obligations owing by the
Company to the Secured Parties,  in each case solely and exclusively as the same
arise under the Loan and the Note.

         "PAYMENT  INTANGIBLES" means all "payment  intangibles" as such term is
defined in the UCC, now owned or hereafter acquired by any Person,  including, a
General  Intangible under which the Account Debtor's  principal  obligation is a
monetary obligation.

         "PERSON"  means  any  individual,  sole  proprietorship,   partnership,
limited   liability   partnership,    joint   venture,   trust,   unincorporated
organization,  association, corporation, limited liability company, institution,
public  benefit  corporation,  entity or  government  (whether  federal,  state,
county, city, municipal or otherwise,  including any instrumentality,  division,
agency, body or department thereof),  and shall include such Person's successors
and assigns.

         "SENIOR DEBT HOLDER" means Laurus Master Fund,  Ltd., a Cayman  Islands
corporation.

         "SENIOR  INDEBTEDNESS"  means all  amounts  owed by the  Company to the
Senior Debt Holder under,  and all  obligations of the Company  pursuant to: (i)
that  certain $2  million  Secured  Convertible  Minimum  Borrowing  Note of the
Company,  dated August 16, 2004,  in favor of the Senior Debt Holder,  (ii) that
certain $4 million Secured Revolving Note of the Company, dated August 16, 2004,
in  favor  of the  Senior  Debt  Holder,  (iii)  that  certain  Master  Security
Agreement, dated August 16, 2004, among the Company, CSI Sub Corp. (DE), DeLeeuw
Associates,  LLC, Evoke Software  Corporation  and the Senior Debt Holder,  (iv)
that certain $5 million Secured Convertible Term Note, dated August 16, 2004, in
favor of the Senior Debt Holder; (v) that certain Securities Purchase Agreement,
dated August 16, 2004, between the Company and the Senior Debt Holder, (vi) that
certain Stock Pledge Agreement,  dated August 16, 2004,  between the Company and
the Senior Debt Holder, (vii) that certain Registration Rights Agreement,  dated
August 16, 2004, between the Company and the Senior Debt Holder, and (viii) that
certain  Common Stock Purchase  Warrant,  dated August 16, 2004, in favor of the
Senior Debt Holder.

         "SOFTWARE" means all "software" as such term is defined in the UCC, now
owned or hereafter  acquired by any Person,  including all computer programs and
all supporting  information provided in connection with a transaction related to
any program.

         "STOCK" means all  certificated  and  uncertificated  shares,  options,
warrants,  membership  interests,  general  or  limited  partnership  interests,
participation  or other  equivalents  (regardless of how  designated) of or in a
corporation, partnership, limited liability company or equivalent entity whether
voting or nonvoting,  including  common  stock,  preferred  stock,  or any other
"equity  security"  (as such term is defined in Rule 3a11-1 of the General Rules
and Regulations  promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934). For purposes hereof,  Stock includes,  without
limitation, the Stock of any Subsidiary owned by the Company.


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<PAGE>

         "SUBSIDIARY"  means any entity  through which the Company shall conduct
operations,  of which the  Company  shall own,  directly or  indirectly  through
another  Subsidiary,  more than fifty  percent (50%) of the  outstanding  voting
capital stock (or other shares of beneficial  interest with voting  rights),  or
which the Company shall otherwise  control,  either directly or indirectly,  and
whether  through the ownership of securities or other  ownership  interests,  by
contract or otherwise.

         "SUPPORTING  OBLIGATIONS"  means all  "supporting  obligations" as such
term is defined in the UCC.

         "UCC" means the Uniform  Commercial  Code as the same may, from time be
in effect in the State of New York; provided,  that in the event that, by reason
of mandatory  provisions  of law, any or all of the  attachment,  perfection  or
priority  of, or  remedies  with  respect to any  Collateral  is governed by the
Uniform  Commercial Code as in effect in a jurisdiction  other than the State of
New York, the term "UCC" shall mean the Uniform  Commercial Code as in effect in
such  other  jurisdiction  for  purposes  of the  provisions  of this  Agreement
relating to such attachment,  perfection,  priority or remedies and for purposes
of definitions related to such provisions;  provided further, that to the extent
that UCC is used to define any term herein and such term is defined  differently
in  different  Articles or Divisions  of the UCC,  the  definition  of such term
contained in Article or Division 9 shall govern.

         2.  Grant  of  Security   Interest.   To  secure  the  payment  of  all
Obligations,  the  Company  hereby  grants to the Secured  Parties a  continuing
security interest in all of the Collateral.  With respect to each of the Secured
Parties,  the security interest granted hereunder shall be limited to the amount
of the Loan funded by each such  Secured  Parties  plus all related  Obligations
relating to such amount of the Loan.  Upon the Senior Debt  Holder's  release of
its  security  interest  in the Stock of any  Subsidiaries,  the  Company  shall
promptly  deliver  stock  certificates  evidencing  such  Stock  to the  Secured
Parties.

         3.  Subordination.  Notwithstanding  anything in this  Agreement to the
contrary,  by its execution hereof, the Secured Parties,  for themselves and its
successors and assigns,  acknowledges  and agrees for the benefit of the Company
and the Senior Debt Holder, and their respective  successors and assigns,  that,
notwithstanding any provision of this Agreement to the contrary,  the payment or
satisfaction by the Company of any interest, principal, any other amounts or any
Obligations  under the Note or this Agreement or any  agreement,  certificate or
document contemplated or required hereunder,  and the performance by the Company
its obligations hereunder and thereunder, is and shall be expressly subordinated
and junior in right of payment to the prior indefeasible  payment in full of all
Senior  Indebtedness,  whether now existing or hereafter arising,  and is hereby
subordinated as a claim against the Company or any of the assets of the Company,
whether  such  claim be in the event of any  distribution  of the  assets of the
Company,  upon any  reorganization  or composition  or  bankruptcy,  insolvency,
receivership  or other  statutory  or common  law  proceedings  or  arrangements
involving the Company or the  readjustment  of its liabilities or any assignment
for the benefit of creditors or any  marshaling of its assets or  liabilities or
any general  failure of the  Company to pay its debts as they  become  due.  All
rights of the Secured Parties are expressly  subject to the rights of the Senior
Debt Holder.  The  subordination  provisions  set forth in this Section 3 are in
addition to the terms and  provisions of that certain  Intercreditor  Agreement,
dated as of the date hereof,  between the Holder and the Senior Debt Holder (the
"INTERCREDITOR  AGREEMENT"),  and each of the terms of this Agreement,  the Note
and  of  each  agreement,  certificate  or  document  contemplated  or  required
hereunder  or  thereunder  are  subject  in all  instances  to the  terms of the
Intercreditor Agreement.

         4.  Representations  and Warranties.  The Company hereby represents and
warrants to the Secured Parties those same  representations  and warranties that
appear in  Section 7 of the  Note,  which  representations  and  warranties  are
incorporated by reference herein.


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<PAGE>

         5. Inspection Rights. The Company will allow the Secured Parties and/or
their  representatives  access  to  (during  reasonable  business  hours and for
reasonable  durations)  and the right of inspection  of the  Company's  premises
where the books and records relating to the Collateral are located.

         6.  Event of  Default.  The  Company  shall be in  default  under  this
Agreement  upon the  happening  of any  Event of  Default  under the Note and as
defined in the Note.

         7. Effect of Event of Default.  Subject to the  provisions of Section 3
hereof and the terms of the Intercreditor Agreement,  upon the occurrence of any
Event of Default and at any time thereafter, the Secured Parties may declare all
Obligations  immediately  due and payable and the Secured Parties shall have the
remedies  of a secured  party  provided  in the UCC,  this  Agreement  and other
applicable  law.  Subject to the provisions of Section 3 hereof and the terms of
the Intercreditor Agreement,  upon the occurrence of any Event of Default and at
any time thereafter,  the Secured Parties will have the right to take possession
of the Collateral  and to maintain such  possession on our premises or to remove
the  Collateral  or any part  thereof to such other  premises as you may desire,
including,  without  limitation,  the right to contact account debtors liable in
respect of the  Accounts  for the purpose of engaging in  collection  activities
with  respect  thereto.  Subject to the  provisions  of Section 3 hereof and the
terms of the Intercreditor  Agreement,  upon the Secured Parties'  request,  the
Company  shall  assemble  the  Collateral  and make it  available to the Secured
Parties at a place  designated by the Secured  Parties.  If any  notification of
intended disposition of any Collateral is required by law, such notification, if
mailed,  shall be deemed  properly and reasonably  given if mailed at least five
(5) business  days before such  disposition,  postage  prepaid,  addressed to us
either at our address  shown  herein or at any address  appearing on the Secured
Parties' records for the Company.  Subject to the provisions of Section 3 hereof
and the terms of the Intercreditor Agreement, any proceeds of any disposition of
any of the Collateral  shall be applied by the Secured Parties to the payment of
all expenses in connection with the sale of the Collateral, including reasonable
attorneys'  fees and other legal expenses and  disbursements  and the reasonable
expense of retaking, holding, preparing for sale, selling, and the like, and any
balance  of such  proceeds  may be  applied by the  Secured  Parties  toward the
payment of the  Obligations in such order of application as the Secured  Parties
may elect, and the Company shall be liable for any deficiency.

         8.  Actions by the  Secured  Parties.  If the  Company  defaults in the
performance or fulfillment of any of the terms, conditions, promises, covenants,
provisions  or  warranties  on our part to be performed  or  fulfilled  under or
pursuant to this Agreement,  the Secured Parties may, at its sole option without
waiving its right to enforce this Agreement according to its terms,  immediately
or at any time thereafter and without notice to the Company,  perform or fulfill
the same or cause the  performance  or fulfillment of the same for the Company's
account  and at its sole  cost and  expense,  and the cost and  expense  thereof
(including  reasonable  attorneys'  fees) shall be added to the  Obligations and
shall be payable on demand with interest  thereon at the highest rate  permitted
by law.

         9.  Indemnification.  The Company hereby indemnify and save the Secured
Parties  harmless  from all  loss,  costs,  damage,  liability  and/or  expense,
including  reasonable  attorneys'  fees, that the Secured Parties may sustain or
incur to enforce  payment,  performance or fulfillment of any of the Obligations
or in the  enforcement of this Agreement or in the prosecution or defense of any
action  or  proceeding  either  against  the  Secured  Parties  or  the  Company
concerning any matter growing out of or in connection with this Agreement and/or
any of the Obligations and/or any of the Collateral.

         10.  Termination  of Security  Interest.  The Secured  Parties agree to
terminate the security interest in the Collateral upon the Company tendering the
full and final payment in satisfaction of the  Obligations.  The Secured Parties
agree to join with the Company in  executing  termination  statements  and other
instruments  pursuant  to the UCC in form  satisfactory  to the  Company  and in


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<PAGE>

executing  such other  documents  or  instruments  as may be  required or deemed
necessary by the Company for purposes of  terminating  the security  interest in
the Collateral.

         11. No Shorting. As a material inducement for the Company to enter into
this Agreement and the Note, the Secured  Parties  represents that they have not
as of the date hereof, and covenant on behalf of themselves and their affiliates
that neither the Secured  Parties nor any affiliate of the Secured  Parties will
at any time in which the Secured Parties or any affiliate of the Secured Parties
beneficially  hold the  Notes or the  Warrant  (as  defined  in the Note) or the
shares of Common Stock (as defined in the Notes) thereunder, engage in any short
sales of, or hedging  or  arbitrage  transactions  with  respect  to, the Common
Stock,  or buy "put" options or similar  instruments  with respect to the Common
Stock.  Notwithstanding  the foregoing,  it is  specifically  agreed that in the
event that affiliates of the Secured Parties act as an underwriter in connection
with any  registered  public  offering  of the  Company's  securities,  that the
foregoing  prohibitions  shall not preclude such  underwriters  from engaging in
"stabilization  transactions"  which are permitted under  applicable  securities
laws, rules and regulations.

         12.  Waiver.  No delay or  failure  on part of the  Secured  Parties in
exercising any right, privilege or option hereunder shall operate as a waiver of
such or of any other right, privilege,  remedy or option, and no waiver whatever
shall be valid unless in writing, signed by the Secured Parties and then only to
the  extent  therein  set  forth,  and no waiver by the  Secured  Parties of any
default shall operate as a waiver of any other default or of the same default on
a future  occasion.  The Secured Parties' books and records  containing  entries
with respect to the Obligations shall be admissible in evidence in any action or
proceeding,  shall be binding  upon the Company for the purpose of  establishing
the items therein set forth and shall constitute prima facie proof thereof.  The
Secured  Parties shall have the right to enforce any one or more of the remedies
available to the Secured Parties, successively, alternately or concurrently. The
Company  agrees  to  join  with  the  Secured  Parties  in  executing  financing
statements or other instruments  pursuant to the UCC in form satisfactory to the
Secured  Parties and in executing such other  documents or instruments as may be
required or deemed necessary by the Secured Parties for purposes of affecting or
continuing the Secured Parties' security interest in the Collateral.

         13. Governing Law. This Agreement shall be governed by and construed in
accordance  with  the laws of the  State  of New  York,  without  regard  to the
conflicts of laws principles thereof.

         14.  Successors  and  Assigns.  All of the rights,  remedies,  options,
privileges and elections given to the Secured  Parties  hereunder shall inure to
the benefit of its successors and permitted assigns. The Secured Parties may not
assign,  pledge  or  otherwise  transfer  this  Agreement  or any or  obligation
hereunder  without the prior written  consent of the Company;  provided that the
Holder may,  without such consent,  assign this Agreement to an affiliate of the
Holder,  but only on the express  condition  that any such  affiliate  agrees in
writing  to be  bound  by the  terms  of this  Agreement  and the  Intercreditor
Agreement as if it were an original party thereto.

         15.  Waiver of Jury Trial,  etc.  The  Secured  Parties and the Company
hereby:  (a) waive any and all right to trial by jury in litigation  relating to
this Agreement and the Note, (b) submit to the nonexclusive  jurisdiction of the
state and federal  courts  located in the State of New York,  County of New York
and (c) waive any  objection  the Secured  Parties or the Company may have as to
the bringing or maintaining of such action with any such court.

         16. 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 Secured  Parties at the addresses or facsimiles
number set forth in the records of the  Company.  Any party hereto may by notice


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<PAGE>

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.

         17. Amendments. No amendment,  modification,  termination, or waiver of
any provision of this Agreement  shall be effective  unless the same shall be in
writing and signed by the Secured Parties, and then such waiver or consent shall
be  effective  only in the specific  instance  and for the specific  purpose for
which given.

         18. No Waiver. No course of dealing between the Secured Parties and the
Company, nor any failure or delay on the Secured Parties' part in exercising any
right,  power, or remedy under this Agreement shall operate as a waiver thereof;
nor shall any single or partial  exercise  of any such right,  power,  or remedy
preclude  any other or further  exercise  thereof or the  exercise  of any other
right,  power, or remedy under this Agreement.  The rights and remedies provided
in this  Agreement  and the Note are  cumulative,  and are not  exclusive of any
other rights, powers, privileges, or remedies, now or hereafter existing, at law
or in equity or otherwise.

         19.  Severability.  Any provision of this Agreement which is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  of this  Agreement  or  affecting  the
validity or  enforceability of such provision in any other  jurisdiction.  In no
event shall any payments  hereunder (if deemed interest under  applicable law or
regulation)   exceed  the  maximum  rate  permitted  under   applicable  law  or
regulation.  If any provision of this Agreement is in  contravention of any such
law or regulation,  then such  provision  shall be deemed amended to provide for
interest  at said  maximum  rate and any excess  amount  shall be applied to the
Obligations in such order as the Secured Parties shall elect.

         20. Captions.  The captions of the Sections of this Agreement have been
inserted for convenience only and shall have no substantive effect.

         21.  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts  (including by facsimile),  each of which when so executed shall be
deemed to be an original and all of which counterparts together shall constitute
one and the same instrument.



                            [Signature Page Follows]



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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered on their behalf as of the date first above written.


                            COMPANY:

                            CONVERSION SERVICES INTERNATIONAL, INC.


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

                            SECURED PARTIES:

                            SANDS BROTHERS VENTURE CAPITAL LLC

                            By:  SB Venture Capital Management LLC, Manager


                                       /s/ Steven Sands
                                By: _______________________________
                                       Name:  Steven Sands
                                       Title: Manager

                            SANDS BROTHERS VENTURE CAPITAL III LLC

                            By:  SB Venture Capital Management III LLC, Manager


                                       /s/ Steven Sands
                                By: _______________________________
                                       Name:  Steven Sands
                                       Title: Manager

                            SANDS BROTHERS VENTURE CAPITAL IV LLC

                            By: SB Venture Capital Management IV LLC, Manager


                                       /s/ Steven Sands
                                By: _______________________________
                                       Name:  Steven Sands
                                       Title: Manager



                     [Signature Page to Security Agreement]



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