Exhibit 10.5


                             SUBORDINATION AGREEMENT

         This  Subordination  Agreement (this "Agreement") is entered into as of
the 22nd day of September,  2004, by and between Sands Brothers  Venture Capital
LLC, Sands Brothers  Venture Capital III LLC and Sands Brothers  Venture Capital
IV LLC (collectively,  with their affiliates,  successors and permitted assigns,
the "Subordinated  Lender"), and Laurus Master Fund, Ltd. (the "Senior Lender").
Unless otherwise  defined herein,  capitalized  terms used herein shall have the
meaning  provided such terms in the  Securities  Purchase  Agreement  and/or the
Security Agreement referred to below, as applicable.

                                   BACKGROUND

         WHEREAS,  the  Senior  Lender  has made a loan to  Conversion  Services
International,  Inc., a Delaware corporation (the "Company") pursuant to, and in
accordance  with, (i) that certain  Securities  Purchase  Agreement  dated as of
August 16, 2004 by and between the Company and Laurus (as  amended,  modified or
supplemented  from time to time, the "Securities  Purchase  Agreement") and (ii)
the Related Agreements referred to in the Securities  Purchase Agreement,  (iii)
that certain  Security  Agreement dated as of August 16, 2004 by and between the
Company and Laurus (as amended,  modified or supplemented from time to time, the
"Security  Agreement")  and (iv) the  Ancillary  Agreements  referred  to in the
Security Agreement (collectively, the "Senior Loan Documents");

         WHEREAS,  as of the date hereof,  the Subordinated  Lender is making an
aggregate  $1,000,000 secured  subordinated loan to the Company pursuant to: (i)
three  separate   Senior   Subordinated   Convertible   Promissory   Notes  (the
"Subordinated  Notes")  and (ii) that  certain  Security  Agreement  between the
Company and the Subordinated Lender; and

         WHEREAS,  in connection  with the loan being made to the Company by the
Subordinated  Lender,  the Senior Lender and the  Subordinated  Lender desire to
enter  into  this  Agreement  in order to set  forth  their  rights as among one
another with respect to the Company.

         NOW,  THEREFORE,  in consideration of the mutual  agreements  contained
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby  acknowledged,  the  Subordinated  Lender and the
Senior Lender agree as follows:

                                      TERMS

         1. All  obligations of each the Company and/or any of its  Subsidiaries
to the Senior Lender, howsoever created, arising or evidenced, whether direct or
indirect,  absolute or  contingent  or now or hereafter  existing,  or due or to
become due are  referred to as "Senior  Liabilities".  Any and all loans made by
the Subordinated Lender to the Company and/or any of its Subsidiaries,  together
with all other  obligations of the Company and/or any of its Subsidiaries to the
Subordinated  Lender (in each case,  including any  interest,  fees or penalties
related thereto),  howsoever  created,  arising or evidenced,  whether direct or
indirect,  absolute or  contingent  or now or hereafter  existing,  or due or to
become due are referred to as "Junior  Liabilities".  It is expressly understood
and agreed that the term "Senior Liabilities",  as used in this Agreement, shall
include,  without limitation,  any and all interest, fees and penalties accruing

<PAGE>

on any of the  Senior  Liabilities  after the  commencement  of any  proceedings
referred to in paragraph 4 of this Agreement,  notwithstanding  any provision or
rule of law which might restrict the rights of the Senior Lender, as against the
Company,  its  Subsidiaries  or anyone else, to collect such  interest,  fees or
penalties, as the case may be.

         2. Except as expressly  otherwise  provided in this Agreement or as the
Senior Lender may  otherwise  expressly  consent in writing,  the payment of the
Junior Liabilities shall be postponed and subordinated to the payment in full of
all  Senior  Liabilities.   Furthermore,  no  payments  or  other  distributions
whatsoever  in respect of any Junior  Liabilities  shall be made,  nor shall any
property or assets of the Company or any of its  Subsidiaries  be applied to the
purchase  or  other   acquisition   or  retirement  of  any  Junior   Liability.
Notwithstanding  anything  to the  contrary  contained  in this  paragraph  2 or
elsewhere in this Agreement, the Company and its Subsidiaries may make regularly
scheduled  principal  and  interest  payments,  as  the  case  may  be,  to  the
Subordinated Lender with respect to the Junior  Liabilities,  so long as: (i) no
Event of Default has occurred and is  continuing at the time of any such payment
and (ii) the amount of such regularly  scheduled principal payments and the rate
of  interest,  in each  case,  with  respect to the  Junior  Liabilities  is not
increased  from that in  effect on the date  hereof.  Furthermore,  without  the
consent of the Senior Lender, the Subordinated  Lender may convert any principal
or interest  under the  Subordinated  Notes into shares of Company common stock,
but solely in accordance with the terms of the  Subordinated  Notes.  The Senior
Lender shall provide prompt written notice to the Subordinated  Lender following
such time as the Senior Lender  declares any Event of Default (as defined in the
Senior Loan Documents).

         3. The Subordinated  Lender hereby  subordinates all security interests
that have been, or may be, granted by the Company and/or any of its Subsidiaries
to such  Subordinated  Lender  in  respect  of the  Junior  Liabilities,  to the
security  interests granted by the Company and/or any of its Subsidiaries to the
Senior Lender in respect of the Senior Liabilities.

         4.  In  the  event  of  any  dissolution,   winding  up,   liquidation,
readjustment,  reorganization  or  other  similar  proceedings  relating  to the
Company and/or any of its  Subsidiaries or to its creditors,  as such, or to its
property (whether voluntary or involuntary,  partial or complete, and whether in
bankruptcy, insolvency or receivership, or upon an assignment for the benefit of
creditors, or any other marshalling of the assets and liabilities of the Company
and/or any of its  Subsidiaries,  or any sale of all or substantially all of the
assets of the Company and/or any of its Subsidiaries,  or otherwise), the Senior
Liabilities shall first be paid in full before any Subordinated  Lender shall be
entitled to receive and to retain any payment or  distribution in respect of any
Junior Liability (other than permitted payments  previously and lawfully made to
Subordinated Lender pursuant to Section 2 hereof).

         5. The  Subordinated  Lender  will mark its books and  records so as to
clearly  indicate that their respective  Junior  Liabilities are subordinated in
accordance  with the  terms of this  Agreement.  The  Subordinated  Lender  will
execute such further  documents or  instruments  and take such further action as
the Senior Lender may reasonably  request from time to time request to carry out
the intent of this Agreement.

         6. The Subordinated Lender hereby waives all diligence in collection or
protection of or realization upon the Senior Liabilities or any security for the
Senior Liabilities.


                                      -2-
<PAGE>

         7. Until such time as the  Senior  Liabilities  have been paid in full,
the  Subordinated  Lender  will not,  without the prior  written  consent of the
Senior  Lender:  (a) attempt to enforce or collect any Junior  Liability  or any
rights in respect of any Junior  Liability;  or (b)  commence,  or join with any
other  creditor in  commencing,  any  bankruptcy,  reorganization  or insolvency
proceedings  with  respect to the Company  and/or any of its  Subsidiaries.  The
Senior Lender agrees to provide prompt written notice to Subordinated  Lender at
such time the Senior Liabilities have been paid in full.

         8. The Senior Lender may, from time to time, at its sole discretion and
without  notice to the  Subordinated  Lender,  take any or all of the  following
actions (it being  understood and agreed that none of the following shall act to
modify the  rights of the  Senior  Lender as  provided  for in the  Senior  Loan
Documents):  (a) retain or obtain a security  interest in any property to secure
any of the Senior  Liabilities;  (b) retain or obtain the  primary or  secondary
obligation  of any other  obligor or obligors  with respect to any of the Senior
Liabilities;  (c) extend or renew for one or more periods (whether or not longer
than the original period),  alter or exchange any of the Senior Liabilities,  or
release or compromise  any  obligation of any nature of any obligor with respect
to any of the Senior Liabilities; and (d) release their security interest in, or
surrender,  release or permit any  substitution or exchange for, all or any part
of any property securing any of the Senior  Liabilities,  or extend or renew for
one or more periods (whether or not longer than the original period) or release,
compromise,  alter or exchange any obligations of any nature of any obligor with
respect  to  any  such  property.  Notwithstanding  that  prior  notice  to  the
Subordinated Lender of any such action is not required, the Senior Lender agrees
to provide prompt written notice to Subordinated  Lender following such time the
Senior Lender undertakes any of the foregoing actions.

         9. In  accordance  with the terms of the  Senior  Loan  Documents,  the
Senior Lender may, from time to time, whether before or after any discontinuance
of this Agreement, without notice to the Subordinated Lender, assign or transfer
any or all of the Senior Liabilities or any interest in the Senior  Liabilities;
and,   notwithstanding  any  such  assignment  or  transfer  or  any  subsequent
assignment or transfer of the Senior Liabilities,  such Senior Liabilities shall
be and remain Senior  Liabilities for the purposes of this Agreement,  and every
immediate and successive assignee or transferee of any of the Senior Liabilities
or of any  interest  in the  Senior  Liabilities  shall,  to the  extent  of the
interest of such assignee or transferee in the Senior  Liabilities,  be entitled
to the  benefits of this  Agreement  to the same  extent as if such  assignee or
transferee  were the Senior Lender,  as  applicable;  provided,  however,  that,
unless the Senior Lender shall otherwise  consent in writing,  the Senior Lender
shall have an unimpaired right,  prior and superior to that of any such assignee
or transferee,  to enforce this Agreement, for the benefit of the Senior Lender,
as to those of the Senior  Liabilities  which the Senior Lender has not assigned
or transferred.  Notwithstanding that prior notice to the Subordinated Lender of
any such  assignment  or transfer is not  required,  the Senior Lender agrees to
provide  prompt  written  notice  to  Subordinated  Lender  following  any  such
assignment or transfer.

         10. The Senior  Lender shall not be prejudiced in its rights under this
Agreement  by any  act or  failure  to act of the  Subordinated  Lender,  or any
noncompliance  of the  Subordinated  Lender with any  agreement  or  obligation,
regardless  of any  knowledge  thereof  which the Senior Lender may have or with
which the Senior  Lender  may be  charged;  and no action of the  Senior  Lender


                                      -3-
<PAGE>

permitted  under this Agreement  shall in any way affect or impair the rights of
the Senior  Lender and the  obligations  of the  Subordinated  Lender under this
Agreement.

         11.  Notices.  All  notices,  requests,  demands,  consents  and  other
communications  required or permitted to be given or made hereunder  shall be in
writing  and shall be deemed to have been duly given and  received  to or by the
party to whom the same is so given or made: (a) if delivered by hand, on the day
it is so delivered  against  receipt,  (b) if mailed via the United States mail,
certified first class mail, postage prepaid,  return receipt  requested,  on the
fifth  (5th)  business  days  after it is  mailed,  (c) if sent by a  nationally
recognized  overnight  courier,  on the  business day after it is sent or (d) if
sent by facsimile transmission, on the day it is so delivered (with confirmation
of  receipt),  at the  address or fax  number of such party as set forth  below,
which  address and fax number may be changed by notice to the other party hereto
duly given as set forth herein):

         if to the Senior Lender, to:

         Laurus Capital Management, LLC
         825 Third Avenue, 14th Floor
         New York, NY 10022
         tel: 212-541-5800 ext.211
         fax: 212-541-4434
         Attn: John E. Tucker, Esq.

         if to the Subordinated Lender, to:

         Sands Brothers Venture Capital
         90 Park Avenue,  39th floor
         New York, NY 10016
         tel: 212-953-4954
         fax: 212-697-8035
         Attn: Howard Sterling

         12. No delay on the part of the Senior  Lender in the  exercise  of any
right or remedy shall operate as a waiver of such right or remedy, and no single
or partial  exercise by the Senior Lender of any right or remedy shall  preclude
other or further  exercise of such right or remedy or the  exercise of any other
right or remedy;  nor shall any  modification or waiver of any of the provisions
of this  Agreement be binding  upon the Senior  Lender  except as expressly  set
forth in a writing duly signed and delivered on behalf of the Senior Lender. For
the purposes of this Agreement,  Senior  Liabilities  shall have the meaning set
forth in Section 1 above, notwithstanding any right or power of any Subordinated
Lender or anyone  else to assert any claim or defense  as to the  invalidity  or
unenforceability  of any such  obligation,  and no such claim or  defense  shall
affect or impair the agreements and obligations of any Subordinated Lender under
this Agreement.

         13. This Agreement  shall be binding upon the  Subordinated  Lender and
upon  the  heirs,   legal   representatives,   successors  and  assigns  of  the
Subordinated Lender and the permitted successors and assigns of the Subordinated
Lender.


                                      -4-
<PAGE>

         14. This Agreement  shall be construed in accordance  with and governed
by the laws of New York without regard to conflict of laws provisions.  Wherever
possible each provision of this Agreement shall be interpreted in such manner as
to be effective  and valid under  applicable  law, but if any  provision of this
Agreement shall be prohibited by or invalid under such law, such provision shall
be  ineffective  to the  extent  of  such  prohibition  or  invalidity,  without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

                            [signature page follows]



                                      -5-
<PAGE>

         IN WITNESS  WHEREOF,  this  Agreement has been made and delivered  this
22nd day of September, 2004.

                             SUBORDINATED LENDER:

                             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

                             SENIOR LENDER:

                             LAURUS MASTER FUND, LTD.

                                 /s/ Eugene Grin
                             By: _______________________________
                                 Name:  Eugene Grin
                                 Title: Fund Manager



                                      -6-
<PAGE>

         Acknowledged and Agreed to by:

                             CONVERSION SERVICES INTERNATIONAL, INC.


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



                   [Signature Page to Subordination Agreement]




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