Letter Agreement



 Exhibit 10.1 
  
 COMPUTER SOFTWARE INNOVATIONS, INC. 
 1661 E. Main Street, Suite A 
 Easley, SC 29642 
  
 January 6, 2006 
  
 Barron Partners LP 
 730 Fifth Avenue, 9th Floor 
 New York, New York 10019 
  
 Attention: Mr. Andrew Barron Worden 
  

			
	Re:	  	Registration Rights Agreement dated February 10, 2005 by and between Computer Software Innovations, Inc., a Delaware corporation (“CSI”) and Barron Partners LP, a Delaware
limited partnership (“Barron”), as amended on November 7, 2005

  
 Dear
Mr. Worden: 
  
 This letter is being provided to you in
connection with the above-referenced Registration Rights Agreement between Barron and CSI (the “Agreement”). The Agreement relates to the transaction (the “Transaction”) in which Barron purchased 7,217,736 shares of Series A
convertible nonvoting preferred stock of CSI (the “Preferred Stock”) and two warrants (the “Warrants”) to purchase 7,217,736 shares in the aggregate of the common stock of CSI. Under Section 2.2 of the Agreement, CSI agreed
to use its best efforts to cause its registration statement filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2005 (the “Initial Registration Statement”) to be declared effective on or before
June 11, 2005. Section 2.8 provides for liquidated damages to be paid by CSI to Barron in the event of our failure to cause a registration statement to be declared effective as required. As you are aware, we have previously entered into
letter agreements (the “Extension Letters”) on four prior occasions extending the required registration statement effective date each time. The last waiver extended the required registration statement effective date until November 30,
2005. 
  
 As you are aware, on September 30, 2005 we withdrew
the Initial Registration Statement in order to amend certain of the Transaction documents to respond to SEC comments and concerns. We subsequently filed a new registration statement (the “New Registration Statement”) on November 21,
2005. We are currently in the process of responding to SEC comments with respect to the New Registration Statement, and anticipate soon filing an amendment to the New Registration Statement. 
  
 In light of the foregoing, and pursuant to your recent communications with
Tom Clinton, we respectfully request that Barron extend its waiver of CSI’s obligation under Section 2.2 of the Agreement pursuant to the Extension Letters to cause the registration statement to be declared effective by November 30,
2005, as well as the payment of related liquidated damages under 







 Section 2.8 with respect to any failure to achieve effectiveness by such date. In consideration of the waiver
extension, CSI agrees with Barron that CSI shall be required to cause the registration statement to be declared effective on or before January 31, 2006. This waiver shall not otherwise affect Barron’s rights and CSI’s obligations
under the Agreement, including the utilization of CSI’s best efforts to cause the registration statement to be declared effective with the SEC as soon as practicable and the payment of liquidated damages under Section 2.8 with respect to
any future breach of such section. 
  
 If the extension of the
required effective date until January 31, 2006 is acceptable to Barron, please so indicate by signing the attached duplicate original of this letter and returning it to me. Thank you in advance for your cooperation and attention to this matter.
Please call me if you have any questions concerning the foregoing. 
  

	
	Yours very truly,
	
	 /s/ Nancy K. Hedrick


	Nancy K. Hedrick
	President and CEO


  
 ACCEPTED AND AGREED TO 
 this 9th day of January, 2006. 
  

			
	BARRON PARTNERS LP
		
	By:	 	Barron Capital Advisors LLC, its General Partner
		
	By:	 	 /s/ Andrew Barron Worden


	 	 	Andrew Barron Worden, Managing Member
	 	 	730 Fifth Avenue, 9th Floor
	 	 	New York, New York 10019