AMENDMENT
      NO. 1 TO SECURITIES PURCHASE AGREEMENT

     

    This
      Amendment No. 1 to Securities Purchase Agreement, dated as of November 6, 2007,
      shall serve to amend (a) the Securities Purchase Agreement, dated as of December
      15, 2006, by and among STI Group, Inc. (formerly, Financial Systems Group,
      Inc.), a Delaware corporation with its headquarters located at 30950 Rancho
      Viejo Rd #120, San Juan Capistrano, CA 92675, and each of the Buyers set forth
      therein, as heretofore amended (the “Agreement”), (b) the Callable Secured
      Convertible Notes issued thereunder, and (c) the Registration Rights Agreement
      entered into pursuant thereto. Capitalized terms used, but not defined, herein
      have the respective meanings set forth in the Agreement.

     

    1.
      Section 1.2(a) of each of the Notes is hereby amended by changing the reference
      to “Effectiveness Deadline (as defined in the Registration Rights Agreement)” in
      the definition of Applicable Percentage set forth therein to “June 30, 2008”.


     

    2.
      Section 3.3 of each of the Notes is hereby amended by changing the reference
      to
“September 30, 2007 (as defined in the Purchase Agreement)” in the first
      sentence thereof to “June 30, 2008”. 

     

    3.
      Section 2(a) of the Registration Rights Agreement is hereby amended by (a)
      changing the reference to “April 30, 2007” in the first sentence thereof to “May
      31, 2007”.

     

    4.
      Section 2(c) of the Registration Rights Agreement is hereby amended by (a)
      changing the reference to “September 30, 2007” in the second sentence thereof to
“June 30, 2008”,
      (b)
      changing the reference to “September 30, 2007” in clause (i) of the third
      sentence thereof to “June 30, 2008”, and (c) changing the reference to
“September 30, 2007” in the fifth sentence thereof to “June 30,
      2008”.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.
      Section 3(a) of the Registration Rights Agreement is hereby amended by changing
      the reference to “September 30, 2007” therein to “June 30, 2008”.

     

    6.
      Each
      Buyer hereby waives and releases the Company from any and all claims or causes
      of action (whether in law or equity) arising under or relating to the
      Registration Rights Agreement which any Buyer had, has, or may have through
      the
      date hereof or that hereafter accrues, based on actions occurring through the
      date hereof. 

     

    7. All
      other
      provisions of the Agreement shall remain in full force and effect.

     

    [Signature
      Page Follows]


    
      
         

      

      
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              ACCEPTED
                AND AGREED:

            	 	 	 
	 	 	 	 
	
              STI
                GROUP, INC.

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              By:

            	 	 	
            
	
              
                

              

              Name:
                David Walters

            	 	 	
            
	
              Title:
                Chairman

            	 	 	
            


    

     

    


    
      	
              AJW
                PARTNERS, LLC

            	 	 	 
	
              By:
                SMS Group, LLC 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              By:

            	 	 	
            
	
              
                

              

              Corey
                S. Ribotsky

              Manager

            	 	 	
            
	
            	 	 	
            
	 	 	 	 
	
              AJW
                OFFSHORE, LTD.

              By:
                First Street Manager II, LLC

            	 	 	 
	 	 	 	 
	 	 	 	 
	By:	 	 	 
	
              
                

              

              Corey
                S. Ribotsky

              Manager

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              AJW
                QUALIFIED PARTNERS, LLC

              By:
                AJW Manager, LLC

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              By:

            	 	 	 
	
              
                

              

              Corey
                S. Ribotsky

              Manager

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              NEW
                MILLENNIUM CAPITAL PARTNERS II, LLC

              By:
                First Street Manager II, LLP

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              By:

            	 	 	 
	
              
                

              

              Corey
                S. Ribotsky

              Manager