Letter Agreement



 Exhibit 10.6 
  
 COMPUTER SOFTWARE INNOVATIONS, INC. 
 1661 E. Main Street, Suite A 
 Easley, SC 29642 
  
 August 16, 2005 
  
 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”)


  
 Dear Mr. Worden: 
  
 This letter is being provided to you in connection with the above-referenced
Registration Rights Agreement (the “Agreement”) between Barron and CSI. 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 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 the registration statement to be declared effective as required. As you are aware, we have previously entered into letter agreements (the “Extension Letters”) on two prior occasions extending the required
registration statement effective date each time. Currently, CSI is obligated to cause the registration statement to be declared effective by August 15, 2005. 
  
 We are continuing to work to amend the Transaction documents and the registration statement to address comments received from the SEC staff and to thereby
avoid possible future delays and additional costs. However, we do not anticipate being able to finalize all of the necessary amendments prior to August 15, 2005. Accordingly, we respectfully request that Barron extend its waiver of CSI’s
current obligation under Section 2.2 of the Agreement pursuant to the Extension Letters to cause the registration statement to be declared effective by August 15, 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 by September 30, 2005. 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 foregoing waiver 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 16th day of August, 2005. 
  

			
	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 1001

  

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