COMMERCIAL PROMISSORY NOTE  $800,000.



 Exhibit 10.8 
  

			
	RBC Centura	 	Commercial Promissory Note
		 	(SD-L&S)
		
	$800,000.00	 	Greenville, South Carolina
		 	January 2, 2007

 FOR VALUE RECEIVED, the undersigned (whether one or more, “Borrower”) promises to pay to RBC CENTURA
BANK (“Bank”), or order, the sum of Eight Hundred Thousand and No/100 Dollars ($800,000.00), or so much thereof as shall have been disbursed from time to time and remains unpaid, together with interest at the rate and payable in the
manner hereinafter stated. Principal and interest shall be payable at any banking office of Bank in the city or town indicated above, or such other place as the holder of this Note may designate. 
 Article I. Interest Rate. 
 Section 1.1. Rate of
Accrual. Interest will accrue on the unpaid principal balance at the rate set forth in Section 1.2.1. until maturity of this Note, whether such maturity occurs by acceleration or on the Maturity Date. Interest will accrue on any
unpaid balance owing under this Note, whether principal, interest, fees, premiums, charges or costs and expenses, after maturity at the rate set forth in Section 1.2.2. All accrual rates of interest under this Note will be contract rates
of interest, whether a pre-default rate or a default rate, and references to contract rates in any loan documents executed and delivered by Borrower or others to Bank in connection with this Note shall be to such contract rates. 
 Section 1.2. Interest Rates. 
 1.2.1.
Pre-Default Rate. Subject to the provisions of Section 1.2.2. below, interest payable on this Note per annum will accrue at the rate of seven and eighty-five one-hundredths per cent (7.85%). 
 1.2.2. Default Rate. Upon the nonpayment of any payment of interest described herein, Bank, at its option and without accelerating this Note, may
accrue interest on such unpaid interest at a rate per annum (“Default Rate”) equal to the lesser of (i) the maximum rate of interest that may be charged to and collected on commercial loans without violating applicable law or
(ii) five percent (5.0%) plus the pre-default interest rate otherwise applicable hereunder, as set forth in Section 1.2.1. After maturity of this Note, whether by acceleration or otherwise, interest will accrue on the unpaid
principal of this Note, any accrued but unpaid interest and all fees, premiums, charges and costs and expenses owing hereunder at the Default Rate until this Note is paid in full, whether this Note is paid in full pre-judgment or post-judgment.

 1.2.3. Calculation of Interest. All interest payable under this Note shall accrue daily on the basis of the actual number of days
elapsed and a year of three hundred sixty (360) days. In computing the number of days during which interest accrues, the day on which funds are initially advanced shall be included regardless of the time of day such advance is made, and the day
on which funds are repaid shall be included unless repayment is credited prior to close of business. Payments in federal funds, immediately available in the place designated for payment, received by Bank prior to 2:00 p.m. local time at said place
of payment, shall be credited as if received prior to close of business on the day the funds are immediately available; while other payments, at the option of Bank, may not be credited until such payments are immediately available to Bank, in
federal funds, in the place designated for payment, prior to 2:00 p.m. local time at said place of payment on a day on which Bank is open for business. 







 Article II. Payment Terms. 
 Section 2.1. Interest Payment Terms. Payments under this Note include an interest component and a principal component. The interest component shall be payable with principal and the payment set forth in
Section 2.2 below includes both principal and interest. 
 Section 2.2. Principal Payment Terms; Maturity Date. Principal and
interest shall be payable in thirty-five (35) equal consecutive monthly payments of $25,015.00, commencing on February 1, 2007, and continuing on the same day of each calendar month thereafter until December 1, 2009, with a final,
thirty-sixth (36th) payment due on January 1, 2010 (herein referred to as the “Maturity Date”),
which final payment shall be equal to the entire balance of principal, interest, fees, premiums, charges and costs and expenses then outstanding on this Note. 
 Section 2.3. Prepayment. This Note may be prepaid in whole or in part at any time without penalty. 
 Section 2.4. Application
of Payments. All payments made on this Note shall be applied first to payment of all late fees, charges, premiums and costs and expenses due but unpaid under this Note, then to accrued but unpaid interest and finally to principal, in the inverse
order of the payment dates therefor, unless Bank determines in its sole discretion to apply payments in a different order or applicable law requires a different application of payments. The partial prepayment of this Note, if permitted, shall not
result in a payment holiday or any other deferral of any regularly scheduled payments under this Note, all of which shall be made as and when the same are scheduled to be paid. 
 Article III. Loan Agreement and Security. 
 Section 3.1. Loan Agreement. Borrower and Bank
have entered into an amended and restated loan and security agreement dated of even date herewith (“Amended and Restated Loan and Security Agreement”). Borrower shall perform and abide by, as and when so required, each and all of the
covenants, terms and conditions imposed upon or applicable to Borrower in the Amended and Restated Loan and Security Agreement and all security documents and other agreements referenced therein. This Note shall be subject to the terms and conditions
of such Amended and Restated Loan and Security Agreement, and if any terms or conditions of these two agreements conflict, the terms and conditions of the Amended and Restated Loan and Security Agreement shall prevail. 
 Section 3.2. Security Documents. This Note is secured by (1) the Amended and Restated Loan and Security Agreement, (2) the security documents and
other supporting obligations identified in the Amended and Restated Loan and Security Agreement, (3) the security documents and other supporting obligations which reference that they secure this Note or the Amended and Restated Loan and
Security Agreement, (4) any security documents and other supporting obligations which reference that they secure all indebtedness or other obligations owing from time to time by Borrower to Bank, and (5) any security documents and other
supporting obligations which reference that they secure all indebtedness from time to time owing from Borrower to Bank other than consumer credit as defined under the Federal Reserve Board’s Regulation Z (Truth-in-Lending) (12 CFR 226 et seq.)
(“security documents”). 
 Article IV. Default and Acceleration. 
 Section 4.1. Late Charges and Expenses. Borrower agrees to pay, upon demand by Bank or if demand is not sooner made, on maturity of this Note, whether such maturity occurs by acceleration or on the
Maturity Date, for each payment past due for fifteen (15) or more calendar days, a late charge in an amount equal to the lesser of (1) four percent (4%) of the amount of the payment past due or (2) the maximum percentage of the
payment past due permitted by applicable law, or the maximum amount if not expressed as a percentage. If this Note is not paid in full whenever it becomes due and payable, Borrower agrees to pay all costs and expenses of collection, including
reasonable attorneys’ fees. Borrower hereby stipulates that reasonable attorneys’ fees shall be fifteen percent (15%) of the outstanding balance (principal, interest, fees, premiums, charges and costs and expenses) owing under this
Note after default and referral to an attorney not a salaried employee of Bank. 







 Section 4.2. Default. Any Event of Default under the Amended and Restated Loan and Security Agreement shall
constitute an event of default (“Event of Default”) under this Note. 
 Section 4.3. Acceleration. Upon the occurrence of an Event of
Default, (1) the entire unpaid principal balance of this Note, together with all other amounts owing and all other amounts to be owing under this Note, shall, at the option of Bank, become immediately due and payable, without notice or demand,
and (2) the Bank may, both before and after acceleration, exercise any of and all of its other rights and remedies under this Note and the other loan documents, as well as any additional rights and remedies it may have at law and it may have in
equity, to recover full payment of the balance (principal, interest, fees, premiums, charges and costs and expenses) owing under this Note. The failure by Bank to exercise any of its options shall not constitute a waiver of the right to exercise
same in the event of any subsequent default. 
 Article V. Miscellaneous. 
 Section 5.1. Use and Application of Terms. To the end of achieving the full realization by Bank of its rights and remedies under this Note, including payment in full of the loan evidenced hereby, in using
and applying the various terms, provisions and conditions in this Note, the following shall apply: (1) words in the masculine gender mean and include correlative words of the feminine and neuter genders and words importing the singular numbered
meaning include the plural number, and vice versa; (2) words importing persons include firms, companies, associations, general partnerships, limited partnerships, limited liability partnerships, limited liability limited partnerships, limited
liability companies, trusts, business trusts, corporations and legal entities, including public and quasi-public bodies, as well as individuals; (3) the term “Note” refers to this Commercial Promissory Note, the term “loan
documents” refers to this Note, the Amended and Restated Loan and Security Agreement and any security documents and other documents and agreements executed and delivered to Bank or others on Bank’s behalf in connection with this Note, and
the term “Borrower” refers to all signatories of this Note collectively and severally, as the context of this Note requires, and all signatories of this Note shall be and the same are jointly and severally liable hereunder; (4) as the
context requires, the word “and” may have a joint meaning or a several meaning and the word “or” may have an inclusive meaning or an exclusive meaning; (5) the term “subsidiary” means any registered organization or
other organization (i) the majority (by number of votes) of the outstanding voting interests of which is at the time owned or controlled by Borrower, or by one or more subsidiaries of Borrower, or Borrower and one or more subsidiaries of
Borrower, or (ii) otherwise controlled by or within the control of Borrower or any subsidiary; (6) the other loan documents shall be applied and construed in harmony with each other to the end that Bank is ensured repayment of the loan
evidenced by this Note in accordance with the terms of this Note and such other loan documents, provided that, in the event of a conflict between the terms of this Note and any other loan documents (on the one hand) and the Amended and Restated Loan
and Security Agreement (on the other hand), the terms of the Amended and Restated Loan and Security Agreement shall prevail; and this Note and the other loan documents shall not be applied, interpreted and construed more strictly against a person
because that person or that person’s attorney drafted this Note or any of the other loan documents; (7) Bank does not intend to and shall not reserve, charge or collect interest, fees or charges hereunder in excess of the maximum rates or
amounts permitted by applicable law and if any interest, fees or charges are reserved, charged or collected in excess of the maximum rates or amounts, it shall be construed as a mutual mistake, appropriate adjustments shall be made by Bank and to
the extent paid, the excess shall be returned to the person making such a payment; (8) wherever possible each provision of this Note shall be interpreted and applied in such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited or invalid under such law, or the application thereof shall be prohibited or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating
the remainder of such provision or the remaining provisions of this Note, or the application thereof shall be in a manner and to an extent permissible under applicable law; and (9) any capitalized term used and not defined herein shall have the
meaning assigned to such term in the Amended and Restated Loan and Security Agreement. 
 Section 5.2. Documentary and Intangibles Taxes. To the
extent not prohibited by law and notwithstanding who is liable for payment of the taxes and fees, Borrower shall pay, on Bank’s demand, all intangible personal property taxes, documentary stamp taxes, excise taxes and other similar taxes
assessed, charged or required to be paid in connection with the loan evidenced by this Note, or any extension, renewal or modification of such loan, or assessed, charged or required to be paid in connection with any of the loan documents.








 Section 5.3. Maintenance of Records by Bank. Bank is authorized to maintain, store and otherwise retain the
loan documents in their original, inscribed tangible forms or records thereof in an electronic medium or other non-tangible medium which permits such records to be retrieved in perceivable forms. 
 Section 5.4. Right of Set-off; Recoupment. Upon the occurrence of an Event of Default, Bank is authorized and empowered to apply to the payment hereof, any
and all money deposited in Bank in the name of or to the credit of Borrower, without advance notice, and is authorized to offset any obligation of Bank to Borrower to the payment hereof and is authorized to exercise its rights of recoupment relative
to Borrower. 
 Section 5.5. Waiver. Borrower waives presentment, demand, protest and notice of dishonor, waives any rights which it may have to
require Bank to proceed against any other person or property, agrees that without notice to any person and without affecting any person’s liability under this Note, Bank, at any time or times, may grant extensions of the time for payment or
other indulgences to any person or permit the renewal, amendment or modification of this Note or any other agreement executed and delivered by any person in connection with this Note, or permit the substitution, exchange or release of any security
for this Note and may add or release any person primarily or secondarily liable, and agrees that Bank may apply all moneys made available to it from any part of the proceeds from the disposition of any security for this Note either to this Note or
to any other obligation of Borrower to Bank, as Bank may elect from time to time. No act or inaction of Bank under this Note shall be deemed to constitute or establish a “course of performance or dealing” that would require Bank to so act
or refrain from acting in any particular manner at a later time under similar or dissimilar circumstances. 
 Section 5.6. Jury and
Jurisdiction. This Note shall be governed by and construed in accordance with the substantive laws of the State of South Carolina, excluding, however, the conflict of law and choice of law provisions thereof, and except to the extent that the
Code of another jurisdiction is otherwise applicable to the Collateral. Borrower, to the extent permitted by law, waives any right to a trial by jury in any action arising from or related to this Note. 
 Section 5.7. Successors and Assigns. This Note shall apply to and bind Borrower’s and Bank’s heirs, personal representatives, successors and
assigns. All references in this Note to Bank shall include the holder hereof and this Note shall inure to the benefit of any holder, its successors and assigns; and, Borrower waives and will not assert against any transferee or assignee of this Note
any claims, defenses, set-offs or rights of recoupment which Borrower could assert against Bank, except defenses which Borrower cannot waive. Borrower acknowledges that Customer Numbers and Loan Numbers may be added to this Note after execution and
delivery of this Note by Borrower and if there is a section denoted “BANK USE ONLY”, the information under such section may also be completed by Bank after execution and delivery of this Note. In addition, in the event the date of this
Note is omitted, Borrower consents to Bank inserting the date. 
 Section 5.8. Anti-Money Laundering and Anti-Terrorism. Borrower represents,
warrants and covenants to Bank as follows: (1) Borrower (a) is not and shall not become a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of
September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) does not engage in and shall not engage in any dealings or transactions
prohibited by Section 2 of such executive order, and is not and shall not otherwise become associated with any such person in any manner violative of Section 2, (c) is not and shall not become a person on the list of Specially
Designated Nationals and Blocked Persons, and (d) is not and shall not become subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order;
(2) Borrower is and shall remain in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001);
and (3) Borrower has not and shall not use all or any part of the proceeds, advances or other amounts or sums evidenced by this Note, directly or indirectly, for any payments to any governmental official or employee, political party, official
of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of
1977, as amended. 
 Section 5.9. Amendment and Restatement. This Note amends and restates in its entirety that certain Promissory Note dated
February 10, 2006 by and between Borrower and Bank (“Original Note”). The execution of this Note and the other loan documents executed in connection herewith does not extinguish the indebtedness outstanding in connection herewith, nor
is it intended to constitute a novation with respect to indebtedness outstanding in connection with the Original Note. 
 [Signature Page to
Follow] 







 The undersigned has executed this Note as of the day and year first above stated. 
 Notice –Waiver of Right of Appraisal 
 The laws
of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged property apply to the court for an order of appraisal. The
statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL
RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE MORTGAGED PROPERTY. 
  

							
	BORROWER:	  		  	
			
	Computer Software Innovations, Inc.	  		  	Witness:
				
	By:	  	 /s/ Nancy K. Hedrick
	  		  	 /s/ Erika Newsom

	Print Name:	  	Nancy K. Hedrick	  		  	Print Name: Erika Newsom
	Title:	  	President/CEO