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Conversion Services International Completes Major Financing with Laurus Master Fund

EAST HANOVER, NJ, August 17, 2004 - Conversion Services International, Inc. (OTCBB: CSII; "CSI"), a leading provider of management consulting, business intelligence and data warehousing services and solutions for Global 1000 organizations and other businesses, announced today that it completed an $11 million financing with Laurus Master Fund, Ltd. ("Laurus Funds"), a New York City based institutional fund that specializes in providing financing to growing, small and micro-capitalization companies.

The financing consists of two facilities, a $6 million line of credit, which replaces its existing $3 million senior secured bank facility, and a $5 million convertible term note. This financing is secured by all of the existing assets of CSI and its United States subsidiaries, as well as companies to be acquired by CSI with the funds, and bears interest at the annual rate of prime plus 1.0%, subject to certain adjustments. The outstanding balances on the line of credit and the note may be converted into CSI common stock from time to time.

Proceeds from the sale of the $5 million convertible note, which will be held in a restricted account, are to be used to fund certain acquisitions. CSI has completed three other acquisitions since becoming a public company at the end of January of this year.

"Laurus Funds has helped us take a significant step in advancing our business plan with this financing," said Scott Newman, President, Chief Executive Officer and Chairman of CSI. "This will give us an opportunity for continued expansion, both through acquisitions and via organic growth. Our objective is to build a large pure play business intelligence/data warehousing consulting firm, and we believe that we have made enormous strides towards that end today."

Mitchell Peipert, CSI's Vice President and Chief Financial Officer said, "The Laurus Funds financing covers our working capital needs for at least the next 12 months and provides us with the additional funding to support our acquisition plan. We look forward to a long and mutually rewarding relationship with Laurus, as they help fuel our growth over the near-term and into the future."

About Conversion Services International, Inc.

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About Conversion Services International, Inc.

A Note on Forward-Looking Statements



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