Exhibit
        10.5

       

      REAFFIRMATION
        AND RATIFICATION AGREEMENT

       

      November
        30, 2005

       

      Laurus
        Master Fund, Ltd.

      c/o
        Laurus Capital Management, LLC

      825
        Third
        Avenue

      New
        York,
        New York 10022

       

      Ladies
        and Gentlemen:

       

      


      Reference
        is made to the (a) Subsidiary Guaranty dated as of August 16, 2004 made by
        each
        of CSI Sub Corp., Inc., a Delaware corporation (the “CSI Sub”), DeLeeuw
        Associates, LLC, a Delaware limited liability company (“DeLeeuw”), Evoke
        Software Corporation, a Delaware corporation (“Evoke”) and McKnight Associates,
        Inc., a Delaware corporation (“McKnight”) in favor of Laurus Master Fund, Ltd.,
        a Cayman Islands company (“Laurus”) (as amended, modified or supplemented from
        time to time, the “Subsidiary Guaranty”), (b) Master Security Agreement dated as
        of August 16, 2004 by Conversion Services International, Inc. a Delaware
        corporation (“CSII”), CSI Sub, DeLeeuw, Evoke and McKnight in favor of Laurus
        (as amended, modified or supplemented from time to time, the “Master Security
        Agreement”) and (c) Stock Pledge Agreement dated as of August 16, 2004 made by
        CSII and McKnight, in favor of Laurus (as amended, modified or supplemented
        from
        time to time, the “Stock Pledge Agreement”). (the Subsidiary Guaranty, the
        Master Security Agreement and the Stock Pledge Agreement, collectively, the
        “Existing Security and Guaranty Agreements”).

       

      1. To
        induce
        Laurus to provide additional financial accommodations to CSII pursuant to
        that
        certain Secured Revolving Note, dated August 16, 2004, amended and restated
        on
        July 28, 2005 and further amended and restated as of the date hereof, made
        by
        CSII in favor of Laurus (as amended and restated, amended, modified or
        supplemented from time to time, the “2004 Laurus Revolving Note”), (ii) the
        Security Agreement referred to in the 2004 Laurus Revolving Note (as amended,
        modified or supplemented from time to time, the “2004 Laurus Security
        Agreement”), (iii) the Ancillary Agreements referred to in, and defined in, the
        2004 Laurus Security Agreement (the agreements set forth in the preceding
        clauses (i) through (iii), inclusive, collectively, the “2004 Laurus
        Agreements”), each of CSII, CSI Sub, DeLeeuw, Evoke and McKinght hereby:


       

      (a) represents
        and warrants to Laurus that it has reviewed and approved the terms and
        provisions of each of the 2004 Laurus Agreements to which it is a party and
        the
        documents, instruments and agreements entered into in connection therewith;
        

       

      (b)  acknowledges,
        ratifies and confirms that all indebtedness incurred by, and all other
        obligations and liabilities of, each of CSII, CSI Sub, DeLeeuw, Evoke and
        McKnight under each of the 2004 Laurus Agreements to which it is a party
        are (i)
“Obligations” under, and as defined in the Subsidiary Guaranty, (ii)
“Obligations” under, and as defined in, the Master Security Agreement and (iii)
“Indebtedness” under, and as defined in, the Stock Pledge
        Agreement;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (c) acknowledges,
        ratifies and confirms that each of the 2004 Laurus Agreements to which it
        is a
        party are “Documents” under, and as defined in, each of the Subsidiary Guaranty,
        the Master Security Agreement and the Stock Pledge Agreement;

       

      (d) acknowledges,
        ratifies and confirms that all of the terms, conditions, representations
        and
        covenants contained in the Existing Security and Guaranty Agreements are
        in full
        force and effect and shall remain in full force and effect after giving effect
        to the execution and effectiveness of each of the 2004 Laurus Agreements
        to
        which it is a party, provided, however, that the transactions contemplated
        by
        the 2004 Laurus Agreements shall not be deemed to violate any of the terms,
        conditions, representations and covenants contained in the Existing Security
        and
        Guaranty Agreements;

       

      (e)
        represents and warrants that no offsets, counterclaims or defenses exist
        as of
        the date hereof with respect to any of the undersigned’s obligations under any
        Existing Security and Guaranty Agreement; and

       

      (f)
        acknowledges, ratifies and confirms the grant by each of CSII, CSI Sub, DeLeeuw,
        Evoke and McKnight to Laurus of a security interest in the assets of (including
        the equity interests owned by) each of CSII, CSI Sub, DeLeeuw, Evoke and
        McKnight respectively, as more specifically set forth in the Existing Security
        and Guaranty Agreements to which such entity is a party.

       

      


       

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      This
        letter agreement shall be governed by and
        construed in accordance with the laws of the State of New York.

      


       

      
        
          	 	Very
                  truly
                  yours, 
	 	 
	 	CONVERSION
                  SERVICES INTERNATIONAL,
                  INC.  
	 	 
	 	 	 	 
	 	By:  	/s/
                  Scott Newman 	 
	 	Name: 	
                  Scott
                    Newman 

                	 
	 	Title: 	
                  Chief
                    Executive Officer

                


        

      

       

       

      
        
          
            	 	CSI
                    SUB CORP., INC.  
	 	 
	 	 	 	 
	 	By:  	/s/
                    Scott Newman 	 
	 	Name: 	
                    Scott
                      Newman 

                  	 
	 	Title: 	
                    Chief
                      Executive
                      Officer

                  


          

        



       

      
        
          
            	 	DELEEUW
                    ASSOCIATES, LLC 
	 	 
	 	 	 	 
	 	By:  	/s/
                    Scott Newman 	 
	 	Name: 	
                    Scott
                      Newman 

                  	 
	 	Title: 	
                    Chief
                      Executive
                      Officer

                  


          

        

      

       

       

      
        
          
            
              	 	EVOKE
                      SOFTWARE CORPORATION
	 	 
	 	 	 	 
	 	By:  	/s/
                      Scott Newman 	 
	 	Name: 	
                      Scott
                        Newman 

                    	 
	 	Title: 	
                      Chief
                        Executive
                        Officer

                    


            

          

        

      

       

       

      
        
          
            
              
                	 	MCKNIGHT
                        ASSOCIATES, INC. 
	 	 
	 	 	 	 
	 	By:  	/s/
                        Scott Newman 	 
	 	Name: 	
                        Scott
                          Newman 

                      	 
	 	Title: 	
                        Chief
                          Executive
                          Officer

                      


              

            

          

        

         

      

      

      

       

       
        Acknowledged and Agreed to by:

       

               
        LAURUS MASTER FUND, LTD.

      

        
          	 	By:   	/s/
                  David Grin 	 
	 	Name: 	David Grin  	 
	 	Title: 	Director 	 


        

      

        

             
        

       

      
        
          
          

        

        
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