Exhibit
        10.4

      


      OMNIBUS
        AMENDMENT

      


      This
        Omnibus Amendment, dated as of November 30, 2005, by and between Conversion
        Services International, Inc., a Delaware corporation (the “Company”), CSI Sub
        Corp. (DE), a Delaware corporation (“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” and, together with the Company, CSI Sub, DeLeeuw, and
        Evoke, the “Credit Parties” and, each a “Credit Party”) and Laurus Master Fund,
        Ltd., a Cayman Islands company (the “Purchaser”), amends that certain Security
        Agreement, dated as of August 16, 2004 (the “Initial Closing Date”), by and
        between the Credit Parties and Purchaser (as amended, modified or supplemented
        from time to time, the “Security Agreement”); that certain Secured Revolving
        Note, dated August 16, 2004, as amended and restated on July 28, 2005, made
        by
        the Company in favor of Purchaser for the total principal amount of $4,500,000
        (as amended and restated, amended, modified or supplemented from time to
        time,
        the “Revolving Note”); that certain Secured Convertible Minimum Note, dated
        August 16, 2004, made by the Company in favor of Purchaser for the total
        principal amount of $2,000,000 (as amended, modified or supplemented from
        time
        to time, the “MB Note”); that certain Secured Convertible Term Note, dated
        August 16, 2004, as amended and restated on July 28, 2005, made by the Company
        in favor of Purchaser for the total principal amount of $5,000,000 (as amended
        and restated, amended, modified or supplemented from time to time, the “Term
        Note”, and, together with the Security Agreement, the Revolving Note, the MB
        Note, and the other Ancillary Agreements (as defined in the Securities
        Agreement), the “Funding Documents”). Capitalized terms used but not defined
        herein shall have the meanings given them in the Security
        Agreement.

       

      PREAMBLE

      


      WHEREAS,
        pursuant to the Funding Documents, the Purchaser purchased from the Company
        the
        Term Note, the Revolving Note and the MB Note;

       

      WHEREAS,
        the
        Company has requested that the Purchaser increase the Capital Availability
        Amount set forth in the Security Agreement to $7,500,000 pursuant to the
        terms
        and conditions set forth herein, and the Purchaser is willing to so increase
        the
        Capital Availability Amount and, in consideration therefor and in consideration
        of the other agreements set forth herein, the receipt and sufficiency of
        which
        is hereby acknowledged, the Purchaser and the Company have agreed to decrease
        the Fixed Conversion Price of each of the Term Note, the Revolving Note and
        the
        MB Note as set forth herein;

       

      NOW,
        THEREFORE,
        in
        consideration of the covenants, agreements and conditions hereinafter set
        forth,
        and other good and valuable consideration, the receipt and sufficiency of
        which
        are hereby acknowledged, the parties hereto agree as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      1. Amendments.

      
         

        1.1 The
          Security Agreement.
          The
          Security Agreement is hereby amended to delete the following definitions
          of
“Capital Availability Amount” and “Revolving Note” contained therein, and in
          their stead to insert the following definitions in their proper alphabetical
          order:

      

       

      “Capital
        Availability Amount”
        means
        $7,500,000.

       

      “Revolving
        Note”
        means
        that secured revolving note made by Company in favor of Laurus in the aggregate
        principal amount of Five Million Five Hundred Thousand Dollars
        ($5,500,000).

       

      1.2 Amended
        and Restated Term Note.
        The
        Company shall issue the Purchaser an Amended and Restated Secured Convertible
        Term Note that is attached and incorporated herein as Exhibit
        A
        in
        substitution and not in satisfaction of the Term Note. The Amended and Restated
        Convertible Term Note shall include the following changes: The “Fixed Conversion
        Price” shall be $1.00.

       

      1.3 Amended
        and Restated Revolving Note.
        The
        Company shall issue the Purchaser an Amended and Restated Secured Revolving
        Note
        that is attached and incorporated herein as Exhibit
        B
        in
        substitution and not in satisfaction of the Revolving Note. The Amended and
        Restated Secured Revolving Note shall include the following changes: The
“Fixed
        Conversion Price” shall be $1.00.

       

      1.4 Amended
        and Restated Secured Convertible Minimum Borrowing Note.
        The
        Company shall issue the Purchaser an Amended and Restated Secured Convertible
        Minimum Borrowing Note that is attached and incorporated herein as Exhibit
        C
        in
        substitution and not in satisfaction of the MB Note. The Amended and Restated
        Secured Convertible Minimum Borrowing Note shall include the following changes:
        The “Fixed Conversion Price” shall be $0.62.


       

      2. Miscellaneous.

       

      2.1 The
        amendments set forth above and in the attached exhibits shall be effective
        as of
        the date first above written (the “Amendment
        Effective Date”)
        on the
        date when (i) each of the Credit Parties and the Purchaser shall have executed
        and each of the Credit Parties shall have delivered to Purchaser its respective
        counterpart to this Amendment, (ii) each of the Credit Parties and the Purchaser
        shall have executed and each of the Credit Parties shall have delivered to
        Laurus its respective counterpart to the Reaffirmation Agreement attached
        hereto
        as Exhibit
        D,
        (iii)
        the Company shall have executed, caused to be witnessed and delivered to
        Purchaser its respective counterpart to each of the Amended and Restated
        Secured
        Convertible Term Note attached as Exhibit
        A
        hereto,
        Amended and Restated Secured Revolving Note attached as Exhibit
        B
        hereto
        and Amended and Restated Secured Convertible Minimum Borrowing Note attached
        as
Exhibit
        C
        hereto,
        and (iv) the Purchaser shall have received a management fee of $35,000 arising
        in connection with the increase made to the Capital Availability Amount as
        set
        forth in Section 1.1 above.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      2.2  Except
        as
        specifically set forth in this Amendment, there are no other amendments,
        modifications or waivers to the Funding Documents, and all of the other forms,
        terms and provisions of the Funding Documents remain in full force and
        effect.

      


      2.3     
        Each
        Credit Party hereby represents and warrants to Purchaser that (i) no Event
        of
        Default exists on the date hereof, (ii) on the date hereof, all representations,
        warranties and covenants made by each Credit Party in connection with the
        Funding Documents are true, correct and complete and (iii) on the date hereof,
        all of the Credit Parties covenant requirements have been met.

      


      2.3  From
        and
        after the Amendment Effective Date, all references in the Funding Documents
        shall be deemed to be references to the Funding Documents, as the case may
        be,
        as modified hereby.

      


      2.4  The
        Company understands that the Company has an affirmative obligation to make
        prompt public disclosure of material agreements and material amendments to
        such
        agreements. It is the Company’s determination that this Amendment is material.
        The Company agrees to file an 8-K within the period prescribed by the SEC.
        

      


      2.4 This
        Amendment shall be binding upon the parties hereto and their respective
        successors and permitted assigns and shall inure to the benefit of and be
        enforceable by each of the parties hereto and their respective successors
        and
        permitted assigns. THIS
        AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
        BY THE
        LAW OF THE STATE OF NEW YORK.
        This
        Amendment may be executed in any number of counterparts, each of which shall
        be
        an original, but all of which shall constitute one instrument.

       

      [signature
        page follows]

       

      
         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

      

       

      IN
        WITNESS WHEREOF,
        each of
        the parties hereto has executed this Amendment or has caused this Amendment
        to
        be executed on its behalf by a representative duly authorized, all as of
        the
        date first above set forth.

       

      


      
        	
                COMPANY:

              	 	
                PURCHASER:

              
	 	 	 
	
                Conversion
                  Services International, Inc.

              	 	
                Laurus
                  Master Fund, Ltd.

              
	 	 	 
	 	 	 
	
                By:

              	/s/
                Scott Newman 	 	
                By:

              	/s/
                David Grin
	
                Name:

              	
                
                  Scott
                    Newman

                

              	 	
                Name:

              	
                David
                  Grin

              
	
                Title:

              	
                Chief
                  Executive Officer

              	 	
                Title:

              	
                Director

              


      

      


      Agreed
        and Acknowledged: 

      


      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 

                  

                


        

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      EXHIBIT
        A

      



      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      EXHIBIT
        B


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      EXHIBIT
        C


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      EXHIBIT
        D

      


       

      
        
          
          

        

        
          8