##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended April 1, 2007.
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 Commission File Number 000-27792
 
 COMSYS IT PARTNERS, INC.
 (Exact name of Registrant as specified in its charter)
 
 Delaware
(State or other jurisdiction 
of incorporation or organization)
    
    56-1930691
(I.R.S. Employer
Identification Number)
 4400 Post Oak Parkway, Suite 1800
Houston, TX 77027
(Address, including zip code, of principal executive offices)
 (713) 386-1400
(Registrants telephone number, including area code)
 
 þ o
  o þ o
 o þ




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TABLE OF CONTENTS
 PagePART IItem 1.
    
    Financial Statements
    
    
    2Item 2.
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    25Item 4.
    
    Controls and Procedures
    
    
    26PART IIItem 1.
    
    Legal Proceedings
    
    
    27Item 1A.
    
    Risk Factors
    
    
    27Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3.
    
    Defaults upon Senior Securities
    
    
    27Item 4.
    
    Submission of Matters to a Vote of Securities Holders
    
    
    27Item 5.
    
    Other Information
    
    
    27Item 6.
    
    Exhibits
    
    
    27Signatures
    
    
    29EX-10.1EX-31.1EX-31.2EX-32




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PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 COMSYS IT Partners, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
 Three Months EndedApril 1,
    
    April 2,(In thousands, except per share amounts)
    
    2007
    
    2006Revenues from services
    
    $
    186,208
    
    
    $
    178,592Cost of services
    
    
    141,207
    
    
    
    136,520Gross profit
    
    
    45,001
    
    
    
    42,072Operating costs and expenses:Selling, general and administrative
    
    
    35,421
    
    
    
    34,238Depreciation and amortization
    
    
    1,458
    
    
    
    2,17236,879
    
    
    
    36,410Operating income
    
    
    8,122
    
    
    
    5,662Interest expense, net
    
    
    2,420
    
    
    
    3,957Other income, net
    
    
    (228
    )
    
    
    (124
    )Income before income taxes
    
    
    5,930
    
    
    
    1,829Income tax expense
    
    
    448
    
    
    
    150Net income
    
    $
    5,482
    
    
    $
    1,679Basic earnings per common share
    
    $
    0.28
    
    
    $
    0.09Diluted earnings per common share
    
    $
    0.28
    
    
    $
    0.09Weighted average basic and diluted shares outstanding:Basic
    
    
    18,845
    
    
    
    18,550Diluted
    
    
    19,754
    
    
    
    18,804
 See notes to consolidated financial statements
 2




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COMSYS IT Partners, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(Unaudited)
 Three Months EndedApril 1,
    
    April 2,(In thousands)
    
    2007
    
    2006Net income
    
    $
    5,482
    
    
    $
    1,679Foreign currency translation adjustments
    
    
    26
    
    
    
    6Total comprehensive income
    
    $
    5,508
    
    
    $
    1,685
 See notes to consolidated financial statements
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COMSYS IT Partners, Inc. and Subsidiaries
Consolidated Balance Sheets
 April 1,
    
    December 31,2007
    
    2006(In thousands, except share and par value amounts)
    
    (Unaudited)AssetsCurrent assets:Cash
    
    $
    1,117
    
    
    $
    1,605Accounts receivable, net of allowance of $2,973 and $3,474, respectively
    
    
    210,904
    
    
    
    189,610Prepaid expenses and other
    
    
    3,982
    
    
    
    3,741Total current assets
    
    
    216,003
    
    
    
    194,956Fixed assets, net
    
    
    13,316
    
    
    
    9,214Goodwill
    
    
    154,626
    
    
    
    154,984Other intangible assets, net
    
    
    8,609
    
    
    
    9,142Deferred financing costs, net
    
    
    2,699
    
    
    
    2,926Restricted cash
    
    
    2,793
    
    
    
    2,794Other assets
    
    
    949
    
    
    
    1,018Total assets
    
    $
    398,995
    
    
    $
    375,034Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    138,184
    
    
    $
    131,535Payroll and related taxes
    
    
    27,737
    
    
    
    32,204Current maturities of long-term debt
    
    
    5,000
    
    
    
    5,000Interest payable
    
    
    463
    
    
    
    654Other current liabilities
    
    
    13,318
    
    
    
    13,506Total current liabilities
    
    
    184,702
    
    
    
    182,899Long-term debt
    
    
    103,575
    
    
    
    93,542Other noncurrent liabilities
    
    
    3,713
    
    
    
    3,823Total liabilities
    
    
    291,990
    
    
    
    280,264Commitments and contingenciesStockholders equity:Common stock, par value $.01; 95,000,000 shares
authorized and 19,652,489 shares outstanding;
95,000,000 shares authorized and 19,278,607
shares outstanding, respectively
    
    
    196
    
    
    
    191Common stock warrants
    
    
    1,734
    
    
    
    1,734Accumulated other comprehensive income (loss)
    
    
    14
    
    
    
    (12
    )Additional paid-in capital
    
    
    213,462
    
    
    
    206,740Accumulated deficit
    
    
    (108,401
    )
    
    
    (113,883
    )Total stockholders equity
    
    
    107,005
    
    
    
    94,770Total liabilities and stockholders equity
    
    $
    398,995
    
    
    $
    375,034
 See notes to consolidated financial statements
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COMSYS IT Partners, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
 Three Months EndedApril 1,
    
    April 2,(In thousands)
    
    2007
    
    2006Cash flows from operating activitiesNet income
    
    $
    5,482
    
    
    $
    1,679Adjustments to reconcile net income to net cash used in operating activities:Depreciation and amortization
    
    
    1,458
    
    
    
    2,172Provision for doubtful accounts
    
    
    41
    
    
    
    643Amortization of deferred stock compensation
    
    
    1,720
    
    
    
    729Loss on asset disposal
    
    
    
    
    
    
    6Amortization of deferred financing costs
    
    
    244
    
    
    
    277Noncash income tax expense, net
    
    
    448
    
    
    
    Increase in fair value of derivative instruments
    
    
    
    
    
    
    (396
    )Changes in operating assets and liabilities, net of effects of acquisitions:Accounts receivable
    
    
    (21,294
    )
    
    
    (17,954
    )Prepaid expenses and other
    
    
    (155
    )
    
    
    516Accounts payable
    
    
    6,633
    
    
    
    6,129Payroll and related taxes
    
    
    (4,866
    )
    
    
    93Other
    
    
    387
    
    
    
    (555
    )Net cash used in operating activities
    
    
    (9,902
    )
    
    
    (6,661
    )Cash flows from investing activitiesCapital expenditures
    
    
    (357
    )
    
    
    (1,088
    )Acquisitions, net of cash acquired
    
    
    (832
    )
    
    
    Other noncurrent assets
    
    
    
    
    
    
    139Net cash used in investing activities
    
    
    (1,189
    )
    
    
    (949
    )Cash flows from financing activitiesBorrowings under revolving credit facility, net
    
    
    10,033
    
    
    
    5,834Exercise of stock options
    
    
    603
    
    
    
    Stock issuance costs
    
    
    (41
    )
    
    
    (3
    )Net cash provided by financing activities
    
    
    10,595
    
    
    
    5,831Effect of exchange rates on cash
    
    
    8
    
    
    
    9Net decrease in cash
    
    
    (488
    )
    
    
    (1,770
    )Cash, beginning of period
    
    
    1,605
    
    
    
    3,099Cash, end of period
    
    $
    1,117
    
    
    $
    1,329
 See notes to consolidated financial statements
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COMSYS IT Partners, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements
 1. General
     Disclosures
About Segments of an Enterprise and Related Information
 2. Mergers and Acquisitions
    6




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3. Stock Compensation Plans
    Weighted-AverageNumber of Shares
    
    Exercise PriceOutstanding at January 1, 2006
    
    
    643,400
    
    
    $
    8.96Granted
    
    
    Exercised
    
    
    (100,202
    )
    
    
    8.11Forfeited
    
    
    (3,000
    )
    
    
    8.88Outstanding at December 31, 2006
    
    
    540,198
    
    
    
    9.10Granted
    
    
    Exercised
    
    
    (21,545
    )
    
    
    11.70Forfeited
    
    
    Outstanding at April 1, 2007
    
    
    518,653
    
    
    $
    8.99Exercisable at April 1, 2007
    
    
    485,320
    
    
    $
    9.02Available for issuance at April 1, 2007
    
    
    53,035
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Weighted-AverageNumber of Shares
    
    Exercise PriceOutstanding at January 1, 2006
    
    
    334,507
    
    
    $
    8.54Granted
    
    
    256,000
    
    
    
    11.07Exercised
    
    
    (107,416
    )
    
    
    8.53Forfeited
    
    
    (47,507
    )
    
    
    9.29Outstanding at December 31, 2006
    
    
    435,584
    
    
    
    9.95Granted
    
    
    Exercised
    
    
    (33,665
    )
    
    
    9.69Forfeited
    
    
    (8,499
    )
    
    
    9.14Outstanding at April 1, 2007
    
    
    393,420
    
    
    $
    9.99Exercisable at April 1, 2007
    
    
    146,598
    
    
    $
    9.68Available for issuance as stock options or restricted stock at April 1, 2007
    
    
    310,860
  2006Expected life (in years)
    
    
    6.0Risk-free interest rate
    
    
    4.375
    %Expected volatility
    
    
    45.0
    %Dividend yield
    
    
    0.0
    %Weighted average fair value of options granted
    
    $
    5.47
    8




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WeightedAverageGrant DateShares
    
    Fair ValueNonvested balance at January 1, 2006
    
    
    312,410
    
    
    $
    11.20Granted
    
    
    578,659
    
    
    
    10.44Vested
    
    
    (279,468
    )
    
    
    4.13Forfeited
    
    
    (258,051
    )
    
    
    4.64Nonvested balance at December 31, 2006
    
    
    353,550
    
    
    
    15.56Granted
    
    
    110,000
    
    
    
    20.21Vested
    
    
    (71,167
    )
    
    
    16.92Forfeited
    
    
    (12,247
    )
    
    
    17.19Nonvested balance at April 1, 2007
    
    
    380,136
    
    
    $
    16.60
  Share-Based Payment
   9




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4. Income Taxes
    Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109 Accounting for
Income Taxes,
  5. Earnings Per Share
  10




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Three Months EndedApril 1,
    
    April 2,2007
    
    2006Net income attributable to common stockholders  basic
    
    $
    5,307
    
    
    $
    1,642Net income attributable to unvested restricted stock holders
    
    
    104
    
    
    
    Net income attributable to warrant holders
    
    
    71
    
    
    
    37Total net income
    
    $
    5,482
    
    
    $
    1,679Weighted average common shares outstanding  basic
    
    
    18,845
    
    
    
    18,550Add: dilutive restricted stock, stock options and warrants
    
    
    909
    
    
    
    254Diluted weighted average common shares outstanding
    
    
    19,754
    
    
    
    18,804Basic earnings per common share
    
    $
    0.28
    
    
    $
    0.09Diluted earnings per common share
    
    $
    0.28
    
    
    $
    0.09
  6. Long-Term Debt
  April 1,
    
    December 31,2007
    
    2006Debt outstanding under credit facilities:Senior credit facilityrevolver
    
    $
    99,825
    
    
    $
    88,542Senior credit facilitysenior term loan
    
    
    8,750
    
    
    
    10,000108,575
    
    
    
    98,542Less current maturities
    
    
    5,000
    
    
    
    5,000Long-term obligations, excluding current maturities
    
    $
    103,575
    
    
    $
    93,542
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12




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7. Commitments and Contingencies
      8. Executive Officer Resignations
    13




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9. Related Party Transactions
 Related Party Accounts Receivable
  Secondary Offering on Behalf of Selling Stockholders
  10. Recent Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
 11. Subsequent Event
  14




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis should be read in conjunction with the unaudited
consolidated financial statements and related notes appearing elsewhere in this report, as well as
other reports we file with the Securities and Exchange Commission. This discussion contains
forward-looking statements reflecting our current expectations and estimates and assumptions
concerning events and financial trends that may affect our future operating results or financial
position. Actual results and the timing of events may differ materially from those contained in
these forward-looking statements due to a number of factors, including those discussed in the
section entitled Cautionary Note Regarding Forward-Looking Statements included elsewhere in this
report and in the section entitled Risk Factors included in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2006.
 Our Business
   
    
    rate of technological change;
    
    rate of growth in corporate IT budgets;
    
    penetration of IT staffing in the general workforce;
    
    outsourcing of the IT workforce; and
    
    consolidation of supplier bases.
     15




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Overview of First Quarter 2007 Results
     2007 Outlook
    16




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Results of Operations
  Three Months Ended
    
    Percent of Revenues
    
    Percent ChangeApril 1,
    
    April 2,
    
    April 1,
    
    April 2,
    
    2007 vs.2007
    
    2006
    
    2007
    
    2006
    
    2006Revenues from services
    
    
    186,208
    
    
    
    178,592
    
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    4.3
    %Cost of services
    
    
    141,207
    
    
    
    136,520
    
    
    
    75.8
    %
    
    
    76.4
    %
    
    
    3.4
    %Gross profit
    
    
    45,001
    
    
    
    42,072
    
    
    
    24.2
    %
    
    
    23.6
    %
    
    
    7.0
    %Operating costs and expenses:Selling, general and administrative
    
    
    35,421
    
    
    
    34,238
    
    
    
    19.0
    %
    
    
    19.2
    %
    
    
    3.5
    %Depreciation and amortization
    
    
    1,458
    
    
    
    2,172
    
    
    
    0.8
    %
    
    
    1.2
    %
    
    
    (32.9
    %)36,879
    
    
    
    36,410
    
    
    
    19.8
    %
    
    
    20.4
    %
    
    
    1.3
    %Operating income
    
    
    8,122
    
    
    
    5,662
    
    
    
    4.4
    %
    
    
    3.2
    %
    
    
    43.4
    %Interest expense, net
    
    
    2,420
    
    
    
    3,957
    
    
    
    1.3
    %
    
    
    2.2
    %
    
    
    (38.8
    %)Other income, net
    
    
    (228
    )
    
    
    (124
    )
    
    
    (0.1
    %)
    
    
    0.0
    %
    
    
    83.9
    %Income before income taxes
    
    
    5,930
    
    
    
    1,829
    
    
    
    3.2
    %
    
    
    1.0
    %
    
    
    224.2
    %Income tax expense
    
    
    448
    
    
    
    150
    
    
    
    0.3
    %
    
    
    0.1
    %
    
    
    198.7
    %Net income
    
    
    5,482
    
    
    
    1,679
    
    
    
    2.9
    %
    
    
    0.9
    %
    
    
    226.5
    %Billable headcount at end of period
    
    
    4,983
    
    
    
    5,014
 Quarter Ended April 1, 2007, Versus Quarter Ended April 2, 2006
  Revenues.
 Cost of Services .
 Selling, General and Administrative Expenses .
 17




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Depreciation and Amortization .
 Interest Expense, Net.
 Provision for Income Taxes.
 Liquidity and Capital Resources
 Overview
 Cash Flows
  Credit Agreements and Related Covenants
   18




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Debt Compliance
  19




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Interest Rate Swap and Cap
   Cash Flows
  Three Months EndedApril 1,
    
    April 2,2007
    
    2006Net cash used in operating activities
    
    ($
    9,902
    )
    
    ($
    6,661
    )Net cash used in investing activities
    
    
    (1,189
    )
    
    
    (949
    )Net cash provided by financing activities
    
    
    10,595
    
    
    
    5,831Effect of exchange rates on cash
    
    
    8
    
    
    
    9Net decrease in cash
    
    ($
    488
    )
    
    ($
    1,770
    )
   20




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Off-Balance Sheet Arrangements
  Related Party Transactions
 Related Party Accounts Receivable
  Secondary Offering on Behalf of Selling Stockholders
  Contingencies and Indemnifications
  21




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Critical Accounting Policies and Estimates
   Revenue Recognition
    Recoverability of Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets,
  22




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Collectibility of Accounts Receivable
  Stock-Based Compensation
  Self-Insurance
  Accrued Bonuses
  23




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Income Tax Assets and Liabilities
 Accounting for Income Taxes
    Accounting for
Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109 Accounting for Income Taxes
 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
   
    
    our success in attracting, training, retaining and motivating billable consultants
and key officers and employees;
    
    our ability to shift a larger percentage of our business mix into IT solutions and
project management and, if successful, our ability to manage those types of business
profitably;
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
    
    changes in levels of unemployment and other economic conditions in the United
States, or in particular regions or industries;
    
    weakness or reductions in corporate information technology spending levels;
    
    our ability to maintain existing client relationships and attract new clients in the
context of changing economic or competitive conditions;
    
    the impact of competitive pressures on our ability to maintain or improve our
operating margins, including any change in the demand for our services;
    
    the entry of new competitors into the U.S. staffing services market due to the
limited barriers to entry or the expansion of existing competitors in that market;
    
    increases in employment-related costs such as healthcare and unemployment taxes;
    
    the possibility of our incurring liability for the activities of our billable
consultants or for events impacting our billable consultants on clients premises;
    
    the risk that we may be subject to claims for indemnification under our customer
contracts;
    
    the risk in an uncertain economic environment of increased incidences of employment
disputes, employment litigation and workers compensation claims;
    
    the risk that further cost cutting or restructuring activities could cause an
adverse impact on certain of our operations;
    
    economic declines that affect our business, including our profitability, liquidity
or the ability to comply with our loan covenants;
    
    adverse changes in credit and capital markets conditions that may affect our ability
to obtain financing or refinancing on favorable terms;
    
    adverse changes to managements periodic estimates of future cash flows that may
affect our assessment of our ability to fully recover our goodwill; and
    
    whether governments will amend existing regulations or impose additional regulations
or licensing requirements in such a manner as to increase our costs of doing business.
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risks
  Foreign Currency Risks
  25




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Equity Market Risks
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Changes in Internal Controls over Financial Reporting
  26




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PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  27




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ExhibitNumber
    
    Description3.1
    
    
    Amended and Restated Certificate of Incorporation of COMSYS IT Partners, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed with
the SEC on October 4, 2004).3.3
    
    
    First Amendment to the Amended and Restated Bylaws of COMSYS IT Partners, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed with
the SEC on May 4, 2005).4.1
    
    
    Registration Rights Agreement, dated as of September 30, 2004, between COMSYS IT Partners, Inc. and certain of the old COMSYS Holdings stockholders
party thereto (incorporated by reference to Exhibit 4.2 to the Form 8-A/A filed with the SEC on November 2, 2004).4.2
    
    
    Amendment No. 1 to Registration Rights Agreement dated April 1, 2005 between COMSYS IT Partners, Inc., and certain of the old COMSYS Holdings
stockholders party thereto (incorporated by reference to Exhibit 4.2 to the Form 10-Q filed with the SEC on May 6, 2005).4.3
    
    
    Amended and Restated Registration Rights Agreement, dated as of September 30, 2004, between COMSYS IT Partners, Inc. and certain of the old Venturi
stockholders party thereto (incorporated by reference to Exhibit 4.3 to the Form 8-A/A filed with the SEC on November 2, 2004).4.4
    
    
    Amendment No. 1 to Amended and Restated Registration Rights Agreement dated April 1, 2005 between COMSYS IT Partners, Inc., and certain of the old
Venturi stockholders party thereto (incorporated by reference to Exhibit 4.4 to the Form 10-Q filed with the SEC on May 6, 2005).4.5
    
    
    Voting Agreement, dated as of September 30, 2004, by and among the Registrant and the stockholders party thereto (incorporated by reference to
Exhibit 2.4 to the Form 8-K filed with the SEC on October 4, 2004).4.6
    
    
    Voting Agreement, dated as of September 30, 2004, between the Registrant and MatlinPatterson Global Opportunities Partners, L.P. (incorporated by
reference to Exhibit 2.5 to the Form 8-K filed with the SEC on October 4, 2004).4.7
    #
    
    Common Stock Purchase Warrant dated as of April 14, 2003, issued by the Company in favor of BNP Paribas (incorporated by reference to Exhibit 99.16
to the Form 8-K filed with the SEC on April 25, 2003).4.8
    
    
    Specimen Certificate for Shares of Common Stock (incorporated by reference to Exhibit 4.6 to the Form 10-K filed with the SEC on April 1, 2005).10.1
    *
    
    Consent and Fourth Amendment to Credit Agreement, dated as of March 15, 2007, among COMSYS Services LLC, COMSYS Information Technology Services,
Inc. and Pure Solutions, Inc., as borrowers, COMSYS IT Partners, Inc., PFI LLC and COMSYS IT Canada, Inc., as guarantors, COMSYS Services LLC,
acting in its capacity as borrowing agent and funds administrator for the borrowers, Merrill Lynch Capital, as administrative agent, a lender, sole
bookrunner and sole lead arranger, ING Capital LLC, Allied Irish Banks PLC and BMO Capital Markets Financing, Inc., as co-documentation agents and
as lenders, GMAC Commercial Finance LLC, as syndication agent and as a lender, and the lenders from time to time party thereto.31.1
    *
    
    Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.31.2
    *
    
    Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.32
    *
    
    Certification of Chief Executive Officer and Chief Financial Officer of the Company pursuant to Rule 13a-14(b) promulgated under the Securities
Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code.
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##### Table of Contents



SIGNATURES
  COMSYS IT PARTNERS, INC.Date: May 9, 2007
    
    By:
Name:
    
    /s/ Larry L. Enterline

Larry L. EnterlineTitle:
    
    Chief Executive OfficerDate: May 9, 2007
    
    By:
Name:
    
    /s/ Joseph C. Tusa, Jr.

Joseph C. Tusa, Jr.Title:
    
    Senior Vice President and Chief Financial Officer
 29




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    
    Amended and Restated Certificate of Incorporation of COMSYS IT Partners, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed with
the SEC on October 4, 2004).3.3
    
    
    First Amendment to the Amended and Restated Bylaws of COMSYS IT Partners, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed with
the SEC on May 4, 2005).4.1
    
    
    Registration Rights Agreement, dated as of September 30, 2004, between COMSYS IT Partners, Inc. and certain of the old COMSYS Holdings stockholders
party thereto (incorporated by reference to Exhibit 4.2 to the Form 8-A/A filed with the SEC on November 2, 2004).4.2
    
    
    Amendment No. 1 to Registration Rights Agreement dated April 1, 2005 between COMSYS IT Partners, Inc., and certain of the old COMSYS Holdings
stockholders party thereto (incorporated by reference to Exhibit 4.2 to the Form 10-Q filed with the SEC on May 6, 2005).4.3
    
    
    Amended and Restated Registration Rights Agreement, dated as of September 30, 2004, between COMSYS IT Partners, Inc. and certain of the old Venturi
stockholders party thereto (incorporated by reference to Exhibit 4.3 to the Form 8-A/A filed with the SEC on November 2, 2004).4.4
    
    
    Amendment No. 1 to Amended and Restated Registration Rights Agreement dated April 1, 2005 between COMSYS IT Partners, Inc., and certain of the old
Venturi stockholders party thereto (incorporated by reference to Exhibit 4.4 to the Form 10-Q filed with the SEC on May 6, 2005).4.5
    
    
    Voting Agreement, dated as of September 30, 2004, by and among the Registrant and the stockholders party thereto (incorporated by reference to
Exhibit 2.4 to the Form 8-K filed with the SEC on October 4, 2004).4.6
    
    
    Voting Agreement, dated as of September 30, 2004, between the Registrant and MatlinPatterson Global Opportunities Partners, L.P. (incorporated by
reference to Exhibit 2.5 to the Form 8-K filed with the SEC on October 4, 2004).4.7
    #
    
    Common Stock Purchase Warrant dated as of April 14, 2003, issued by the Company in favor of BNP Paribas (incorporated by reference to Exhibit 99.16
to the Form 8-K filed with the SEC on April 25, 2003).4.8
    
    
    Specimen Certificate for Shares of Common Stock (incorporated by reference to Exhibit 4.6 to the Form 10-K filed with the SEC on April 1, 2005).10.1
    *
    
    Consent and Fourth Amendment to Credit Agreement, dated as of March 15, 2007, among COMSYS Services LLC, COMSYS Information Technology Services,
Inc. and Pure Solutions, Inc., as borrowers, COMSYS IT Partners, Inc., PFI LLC and COMSYS IT Canada, Inc., as guarantors, COMSYS Services LLC,
acting in its capacity as borrowing agent and funds administrator for the borrowers, Merrill Lynch Capital, as administrative agent, a lender, sole
bookrunner and sole lead arranger, ING Capital LLC, Allied Irish Banks PLC and BMO Capital Markets Financing, Inc., as co-documentation agents and
as lenders, GMAC Commercial Finance LLC, as syndication agent and as a lender, and the lenders from time to time party thereto.31.1
    *
    
    Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.31.2
    *
    
    Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.32
    *
    
    Certification of Chief Executive Officer and Chief Financial Officer of the Company pursuant to Rule 13a-14(b) promulgated under the Securities
Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code.
 30