exv4w2



 





Exhibit 4.2



















REGISTRATION RIGHTS AGREEMENT




DATED AS OF SEPTEMBER 30, 2004




AMONG




VENTURI PARTNERS, INC.




AND




CERTAIN STOCKHOLDERS NAMED HEREIN


















 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	PAGE

	Section 1.

	 	Definitions
	 	 	1	 
	Section 2.

	 	Demand Registrations
	 	 	3	 
	Section 3.

	 	Piggyback Registrations
	 	 	6	 
	Section 4.

	 	Shelf Registration
	 	 	7	 
	Section 5.

	 	Obligations of the Company
	 	 	7	 
	Section 6.

	 	Registration Expenses
	 	 	11	 
	Section 7.

	 	Indemnification
	 	 	12	 
	Section 8.

	 	Rules 144 and 144A
	 	 	15	 
	Section 9.

	 	Underwritten Registrations
	 	 	15	 
	Section 10.

	 	Covenants of Holders
	 	 	15	 
	Section 11.

	 	Miscellaneous
	 	 	16	 







 









 








REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered
into as of September 30, 2004, by and among Venturi Partners, Inc., a Delaware
corporation (the “Company”), the persons and entities listed on Exhibit A
hereto (collectively, the “Wachovia Group”), the persons and entities listed on
Exhibit B hereto (collectively, the “Junior Securities Group”), and the persons
listed on Exhibit C hereto (collectively, the “Comsys Management Group”). The
members of each of the Wachovia Group, the Junior Securities Group and the
Comsys Management Group are each referred to herein as a “Stockholder” and
collectively referred to as the “Stockholders.” Capitalized terms used but not
defined herein have the meanings given such terms in the Merger Agreement (as
defined below).



     Pursuant to the terms of the Agreement and Plan of Merger dated as of July
19, 2004 among the Company, Venturi Technology Partners, LLC, VTP, Inc., COMSYS
Information Technology Services, Inc., COMSYS Holding, Inc. and certain
stockholders of COMSYS Holding, Inc. signatory thereto (the “Holding
Stockholders”) (as amended or supplemented, the “Merger Agreement”), the
Company will issue to the Holding Stockholders shares of Company Common Stock
in connection with the Merger.



     In connection with the Merger, the parties hereto desire to enter into
this Agreement to govern certain of their rights, duties and obligations
relating to registration of their Registrable Securities (as defined herein).



     Now, therefore, for good, valuable and binding consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound hereby, now agree as follows:



STATEMENT OF AGREEMENT




     Section 1. Definitions.



     As used in this Agreement, the following terms shall have the meanings set
forth below:



     “Charter” means the Amended and Restated Certificate of Incorporation of
the Company, as amended from time to time.



     “Commission” means the United States Securities and Exchange Commission or
any other United States federal agency at the time administering the Securities
Act.



     “Common Stock” means the Company’s common stock, par value $0.01 per
share, or any other shares of capital stock or other securities of the Company
into which such shares of Common Stock shall be reclassified or changed,
including by reason of a merger, consolidation, reorganization or
recapitalization. If the Common Stock has been so reclassified or changed, or
if the Company pays a dividend or makes a distribution on the Common Stock in
shares of capital stock, or subdivides (or combines) its outstanding shares of
Common Stock into a greater (or smaller) number of shares of Common Stock, a
share of Common Stock shall be deemed to be



 









 







such number of shares of stock and amount of other securities to which a holder
of a share of Common Stock outstanding immediately prior to such change,
reclassification, exchange, dividend, distribution, subdivision or combination
would be entitled.



     “Comsys Management Group” has the meaning set forth in the introductory
paragraph of this Agreement.



     “Delay Period” has the meaning set forth in Section 5(a) of this
Agreement.



     “Demand Notice” has the meaning set forth in Section 2(a) of this
Agreement.



     “Demand Registration” has the meaning set forth in Section 2(a) of this
Agreement.



     “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission thereunder.



     “Existing Registration Rights Agreement” means that certain Registration
Rights Agreement dated as of April 14, 2003 among the Company (f/k/a/ Personnel
Group of America, Inc.) and the other parties named therein, and any amendment
or restatement of such agreement.



     “Holder” means a person who owns Registrable Securities and is either (i)
a Stockholder or a Permitted Transferee of a Stockholder that has agreed to be
bound by the terms of this Agreement as if such Person were a Stockholder, (ii)
upon the death of any Holder, the executor of the estate of such Holder or such
Holder’s heirs, devisees, legatees or assigns or (iii) upon the disability of
any Holder, any guardian or conservator of such Holder.



     “Interruption Period” has the meaning set forth in the last paragraph in
Section 5(c).



     “Junior Securities Group” has the meaning set forth in the introductory
paragraph of this Agreement.



     “Junior Securities Parties” means the Junior Securities Group and their
Permitted Transferees.



     “Losses” has the meaning set forth in Section 7(a) of this Agreement.



     “Misstatement/Omission” has the meaning set forth in Section 7(a) of this
Agreement.



     “Permitted Transferee” means any Person to whom the rights under this
Agreement have been assigned in accordance with the provisions of Section 11(d)
hereof.



     “Person” means any natural person, corporation, partnership, firm,
association, trust, government, governmental agency, limited liability company
or any other entity, whether acting in an individual, fiduciary or other
capacity.



     “Piggyback Registration” has the meaning set forth in Section 3(a) of this
Agreement.



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     “Prospectus” means the prospectus included in any Registration Statement,
as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by
such Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such prospectus.



     “Registrable Securities” means the shares of Common Stock issued to the
Stockholders pursuant to the Merger Agreement. If as a result of any
reclassification, stock dividends or stock splits or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or other transaction or event, any capital stock, evidence of
indebtedness, warrants, options, rights or other securities (collectively
“Other Securities”) are issued or transferred to a Holder in respect of
Registrable Securities held by the Holder, references herein to Registrable
Securities shall be deemed to include such Other Securities. As to any
particular Registrable Securities, such securities will cease to be Registrable
Securities when (i) they have been distributed to the public pursuant to an
offering registered under the Securities Act, (ii) they have been distributed
to the public pursuant to Rule 144 (or any successor provision) under the
Securities Act, or (iii) they have been sold to any Person to whom the rights
under this Agreement are not assigned in accordance with this Agreement.



     “Registration Statement” means any registration statement under the
Securities Act of the Company that covers any of the Registrable Securities,
including the related Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits, and all materials incorporated by reference or deemed
to be incorporated by reference in such registration statement or Prospectus.



     “Securities Act” means the United States Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated
thereunder.



     “Shelf Registration” has the meaning set forth in Section 4(a) of this
Agreement.



     “Stockholder” or “Stockholders” has the meanings set forth in the
introductory paragraph of this Agreement.



     “Wachovia Group” has the meaning set forth in the introductory paragraph
of this Agreement.



     “Wachovia Parties” means the Wachovia Group and their Permitted
Transferees.



     Section 2. Demand Registrations.



          (a) Right to Demand. Upon the terms and subject to the conditions of this
Agreement, (i) Holders of at least a majority of the aggregate amount of
outstanding Registrable Securities held by the Wachovia Parties and (ii)
Holders of at least a majority of the aggregate amount of outstanding
Registrable Securities held by the Junior Securities Parties shall, in each
case, have the right, by written notice (the “Demand Notice”) given to the
Company, to request the Company to register under and in accordance with the
provisions of the Securities Act all or



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part of the Registrable Securities designated by such Holders (a “Demand
Registration”). Upon receipt of any such Demand Notice, the Company will
promptly notify all other Holders of the receipt of such Demand Notice and
allow them the opportunity to include Registrable Securities in the proposed
registration by giving notice to the Company within five days after the Holder
receives such notice; provided, that Holders joining in a proposed registration
pursuant to this sentence shall not be deemed to have exercised a Demand
Registration for purposes of Section 2(b) hereof and such Holders shall be
included in such registration on the basis set forth in Section 2(h) hereof.
The Company shall not be required to register any Registrable Securities under
this Section 2 unless the anticipated aggregate offering price to the public
for any such offering of the Registrable Securities included in such Demand
Notice is expected to be at least $5 million.



          (b) Number of Demand Registrations. The Wachovia Parties shall be
entitled to have three Demand Registrations effected and the Junior Securities
Parties shall be entitled to have one Demand Registration effected. A Demand
Registration shall not be deemed to be effected and shall not count as a Demand
Registration of any Person (i) if a Registration Statement with respect thereto
shall not have become effective under the Securities Act and remained effective
for at least 180 days (excluding any Interruption Period) or until the
completion of the distribution of the Registrable Securities thereunder,
whichever is earlier (including, without limitation, because of withdrawal of
such Registration Statement by the Holders pursuant to Section 2(f) hereunder),
(ii) if, after it has become effective, such registration is interfered with
for any reason by any stop order, injunction or other order or requirement of
the Commission or any governmental authority, or as a result of the initiation
of any proceeding for such stop order by the Commission through no fault of the
Holders and the result of such interference is to prevent the Holders from
disposing of such Registrable Securities proposed to be sold in accordance with
the intended methods of disposition, (iii) the Company exercises its rights
with respect to a Delay Period under Section 5(a) and the result is a delay in
the proposed distribution of any Registrable Securities and the Holders
determine not to sell such Registrable Securities pursuant to such registration
as a result of such delay, or (iv) if the conditions to closing specified in
the purchase agreement or underwriting agreement entered into in connection
with any underwritten offering shall not be satisfied or waived with the
consent of the Holders of a majority in number of the Registrable Securities to
be included in such Demand Registration, other than as a result of any breach
by the Holders or any underwriter of its obligations thereunder or hereunder.



          (c) Registration Statement. Subject to paragraph (a) above, as soon as
practicable, but in any event within 45 days of the date on which the Company
first receives one or more Demand Notices pursuant to Section 2(a) hereof, the
Company shall file with the Commission a Registration Statement on the
appropriate form for the registration and sale of the total number of
Registrable Securities specified in such Demand Notice, together with the
number of Registrable Securities requested to be included in the Demand
Registration by other Holders, in accordance with the intended method or
methods of distribution specified by the Holders in such Demand Notice. The
Company shall use its reasonable best efforts to cause such Registration
Statement to be declared effective by the Commission as soon as reasonably
practicable. Notwithstanding the foregoing, the Company shall not be obligated
to file a Registration Statement pursuant to this Section 2(c) if the offering
requested to be registered is a delayed or continuous offering under Rule 415
under the Securities Act and such offering is



4









 







available for the Holders, in which case the registration shall be made by
the Company pursuant to Section 4 hereof.



          (d) Amendments; Supplements. Subject to Section 5(a), upon the occurrence
of any event that would cause the Registration Statement (A) to contain a
material misstatement or omission or (B) to be not effective and usable for
resale of Registrable Securities during the period that such Registration
Statement is required to be effective and usable, the Company shall file an
amendment to the Registration Statement as soon as reasonably practicable, in
the case of clause (A), correcting any such misstatement or omission and, in
the case of either clause (A) or (B), use its reasonable best efforts to cause
such amendment to be declared effective and such Registration Statement to
become usable as soon as reasonably practicable thereafter.



          (e) Effectiveness. The Company agrees to use its reasonable best efforts
to keep any Registration Statement filed pursuant to this Section 2
continuously effective and usable for the sale of Registrable Securities until
the earlier of (i) 180 days from the date on which the Commission declares such
Registration Statement effective (excluding any Interruption Period), or (ii)
the date on which all the Registrable Securities covered by such Registration
Statement have been sold pursuant to such Registration Statement.



          (f) Holders Withdrawal. Holders of a majority in number of the
Registrable Securities to be included in a Demand Registration pursuant to this
Section 2 may, at any time prior to the effective date of the Registration
Statement in respect thereof, revoke such request by providing a written notice
to the Company to such effect.



          (g) Preemption of Demand Registration. Notwithstanding anything to the
contrary contained herein, after receiving a written request for a Demand
Registration, the Company may elect to effect an underwritten primary
registration in lieu of the Demand Registration if the Company’s Board of
Directors believes that such primary registration would be in the best
interests of the Company. If the Company so elects to effect a primary
registration, the Company shall give prompt written notice (which shall be
given not later than 20 days after the date of the Demand Notice) to all
holders of the Registrable Securities of its intention to effect such a
registration and shall afford the holders of the Registrable Securities the
rights contained in Section 3 with respect to Piggyback Registrations. In the
event that the Company so elects to effect a primary registration after
receiving a request for a Demand Registration, the Company shall use its
reasonable best efforts to have the Registration Statement declared effective
by the Commission as soon as reasonably practicable. In addition, the request
for a Demand Registration shall be deemed to have been withdrawn and such
primary registration shall not be deemed to be a Demand Registration.



          (h) Priority on Demand Registrations. If a Demand Registration is an
underwritten offering and includes securities for sale by the Company, and the
managing underwriter (such underwriter to be chosen by the Holders of a
majority of the Registrable Securities included in such registration, subject
to the Company’s reasonable approval) advises the Company, in writing, that, in
its good faith judgment, the number of securities requested to be included in
such registration exceeds the number which can be sold in such offering without
materially and adversely affecting the marketability of the offering, then the
Company will include in any such registration the maximum number of shares
which the managing underwriter



5









 







advises the Company can be sold in such offering allocated as follows: (i)
first, the Registrable Securities requested to be included in such registration
by the initiating Holders and securities of other Holders of Registrable
Securities and other holders of registration rights under the Existing
Registration Rights Agreement, with such securities to be included on a pro
rata basis (or in such other proportion mutually agreed among such holders)
based on the amount of securities requested to be included therein and (ii)
second, to the extent that any other securities may be included without
exceeding the limitations recommended by the underwriter as aforesaid, the
securities that the Company proposes to sell. If the initiating Holders are
not allowed to register all of the Registrable Securities requested to be
included by such Holders because of allocations required by this section, such
initiating Holders shall not be deemed to have exercised a Demand Registration
for purposes of Section 2(b).



     Section 3. Piggyback Registrations.



          (a) Right to Piggyback Registrations. Whenever the Company or another
party having registration rights proposes that the Company register any of the
Company’s equity securities under the Securities Act (other than a registration
on Form S-4 relating solely to a transaction described in Rule 145 of the
Securities Act or a registration on Form S-8 or any successor forms thereto),
whether or not for sale for the Company’s own account, the Company will give
prompt written notice of such proposed filing to all Holders at least 30 days
before the anticipated filing date. Such notice shall offer such Holders the
opportunity to register such amount of Registrable Securities as they shall
request (a “Piggyback Registration”). Subject to Section 3(b) hereof, the
Company shall include in each such Piggyback Registration all Registrable
Securities with respect to which the Company has received written requests for
inclusion therein within 20 days after such notice has been given by the
Holders to the Company. If the Registration Statement relating to the Piggyback
Registration is to cover an underwritten offering, such Registrable Securities
shall be included in the underwriting on the same terms and conditions as the
securities otherwise being sold through the underwriters. Each Holder shall be
permitted to withdraw all or part of the Registrable Securities from a
Piggyback Registration at any time prior to the effective time of such
Piggyback Registration.



          (b) Priority on Piggyback Registrations. If a Piggyback Registration is
an underwritten offering by or through one or more underwriters of recognized
standing and the managing underwriters advise the party or parties initiating
such offering in writing (a copy of which writing shall be provided to the
Holders) that in their good faith judgment the number of securities requested
to be included in such registration exceeds the number which can be sold in
such offering without materially and adversely affecting the marketability of
the offering, then any such registration shall include the maximum number of
shares which such managing underwriters advise can be sold in such offering
allocated as follows: (i) first, the securities the party or parties initiating
such offering propose to sell, and (ii) second, to the extent that any other
securities may be included without exceeding the limitations recommended by the
underwriters as aforesaid, (x) if the Company has initiated such offering, the
Registrable Securities to be included in such registration by the Holders and
securities of other holders of registration rights under the Existing
Registration Rights Agreement, with such additional securities to be included
on a pro rata basis (or in such other proportion mutually agreed among the
Holders and such other holders), based on the amount of Registrable Securities
and other securities requested to be included therein, and (y) if a party other
than the Company initiated



6









 







such offering (subject to Section 3(b)(i) above), securities proposed to
be sold by the Company, the Registrable Securities to be included in such
registration by the Holders and securities of other holders of registration
rights under the Existing Registration Rights Agreement, with such additional
securities to be included on a pro rata basis (or in such other proportion
mutually agreed among the Company, the Holders and such other holders), based
on the amount of Registrable Securities and other securities requested to be
included therein.



     Section 4. Shelf Registration.



          (a) Right to Shelf Registration. The Company shall use its commercially
reasonable efforts to (i) file with the Commission as promptly as practicable
following the date of this Agreement (but in no event later than 60 days after
such date) a registration (“Shelf Registration”) for delayed or continuous
offerings of Registrable Securities in market transactions on any appropriate
form pursuant to Rule 415 under the Securities Act (or similar rule that may be
adopted by the Commission), which form shall be available for the sale of all
of the Registrable Securities outstanding on the effective date of the Shelf
Registration in accordance with the intended methods of distribution thereof,
and (ii) cause the Shelf Registration to be declared effective by the
Commission as soon thereafter as practicable. The Company agrees to use its
commercially reasonable efforts to keep such Shelf Registration continuously
effective and usable for resale of Registrable Securities until the second
anniversary of the date of this Agreement or such shorter period which will
terminate at such time as the Holders have sold all the Registrable Securities
covered by such Registration Statement. At any time thereafter, any Holder or
Holders holding in the aggregate at least 5% of the outstanding shares of
Common Stock may request that the Company file and cause to be declared
effective a Shelf Registration.



          (b) Number of Shelf Registrations. The Holders shall be entitled to an
unlimited number of Shelf Registrations and no Shelf Registration shall be
counted as a Demand Registration for purposes of Section 2(a) hereof.



     Section 5. Obligations of the Company.



          (a) Delay Period. Notwithstanding the foregoing, the Company shall have
the right to delay the filing of any Registration Statement otherwise required
to be prepared and filed by the Company pursuant to Sections 2, 3 or 4, or to
suspend the use of any Registration Statement, for a period not in excess of 60
consecutive calendar days (a “Delay Period”) if (i) the Board of Directors of
the Company determines that filing or maintaining the effectiveness of such
Registration Statement would have a material adverse effect on the Company or
the holders of its capital stock in relation to any material acquisition or
disposition, financing or other corporate transaction and the Board of
Directors of the Company has determined in good faith that disclosure thereof
would not be in the best interests of the Company and its holders of capital
stock at the time or (ii) the Board of Directors of the Company has determined
in good faith that the filing of a Registration Statement or maintaining the
effectiveness of a current Registration Statement would require disclosure of
material information that the Company has a valid business purpose for
retaining as confidential at such time. The Company shall be entitled to
exercise a Delay Period more than one time in any calendar year so long as such
exercise does not prevent the Holders from being entitled to at least 240 days
of effective registration rights per



7









 







calendar year and that no Delay Period may commence if it is less than 30
days from the end of the previous Delay Period. Notwithstanding the foregoing,
the number of days of effective registration rights that the Holders shall be
entitled to for calendar year 2004 will be pro rated based on the number of
days remaining in 2004 after the date of this Agreement.



          (b) Shelf Registrations After Other Registrations. Other than the initial
Shelf Registration discussed in Section 4(a) above, the Company shall not be
obligated to effect any Shelf Registration within 120 days after the effective
date of a previous Registration Statement filed by the Company (except for
registrations on Form S-4 or Form S-8, or other forms prescribed under the
Securities Act for the same purpose or for an exchange offer).



          (c) Registration Procedures. Whenever the Company is required to register
Registrable Securities pursuant to Sections 2, 3 or 4 hereof, the Company will
use its reasonable best efforts to effect the registration to permit the sale
of such Registrable Securities in accordance with the intended method or
methods of disposition thereof, and pursuant thereto the Company will as
expeditiously as possible:



               (1) prepare and file with the Commission a Registration Statement with
respect to such Registrable Securities as prescribed by Sections 2, 3 or 4 on a
form available for the sale of the Registrable Securities by the holders
thereof in accordance with the intended method or methods of distribution
thereof and use reasonable best efforts to cause each such Registration
Statement to become and remain effective within the time periods and otherwise
as provided herein;



               (2) prepare and file with the Commission such amendments (including
post-effective amendments) to the Registration Statement and such supplements
to the Prospectus as may be necessary to keep such Registration Statement
effective and to comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such Registration Statement
until such time as all of such securities have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof set
forth in such Registration Statement;



               (3) furnish to each selling Holder of Registrable Securities covered by a
Registration Statement and to each underwriter, if any, such number of copies
of such Registration Statement, each amendment and post-effective amendment
thereto, the Prospectus included in such Registration Statement (including each
preliminary prospectus and any supplement to such Prospectus and any other
prospectus filed under Rule 424 of the Securities Act), in each case including
all exhibits, and such other documents as such Holder may reasonably request in
order to facilitate the disposition of the Registrable Securities owned by such
Holder or to be disposed of by such underwriter (the Company hereby consenting
to the use in accordance with all applicable law of each such Registration
Statement (or amendment or post-effective amendment thereto) and each such
Prospectus (or preliminary prospectus or supplement thereto) by each such
Holder and the underwriters, if any, in connection with the offering and sale
of the Registrable Securities covered by such Registration Statement or
Prospectus);



8









 





               (4) use its reasonable best efforts to register or qualify and, if
applicable, to cooperate with the selling Holders, the underwriters, if any,
and their respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of, the
Registrable Securities for offer and sale under the securities or blue sky laws
of such jurisdictions as any selling Holder or managing underwriters (if any)
shall reasonably request, to keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement is
required to be kept effective and to do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
securities covered by the applicable Registration Statement; provided, that,
the Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
paragraph or (ii) consent to general service of process or taxation in any such
jurisdiction where it is not so subject;



               (5) cause all such Registrable Securities to be listed or quoted (as the
case may be) on each national securities exchange or other securities market on
which securities of the same class as the Registrable Securities are then
listed or quoted;



               (6) provide a transfer agent and registrar for all such Registrable
Securities and a CUSIP number for all such Registrable Securities not later
than the effective date of such Registration Statement;



               (7) comply with all applicable rules and regulations of the Commission,
and make available to its security holders an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) (or in each case within such extended
period of time as may be permitted by the Commission for filing the applicable
report with the Commission) (i) commencing at the end of any fiscal quarter in
which Registrable Securities are sold to underwriters in an underwritten
offering or (ii) if not sold to underwriters in such an offering, commencing on
the first day of the first fiscal quarter of the Company after the effective
date of a Registration Statement;



               (8) use reasonable best efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or suspending the
qualification (or exemption from qualification) of any of the Registrable
Securities included therein for sale in any jurisdiction, and, in the event of
the issuance of any stop order suspending the effectiveness of a Registration
Statement, or of any order suspending the qualification of any Registrable
Securities included in such Registration Statement for sale in any
jurisdiction, the Company will use its reasonable best efforts promptly to
obtain the withdrawal of such order at the earliest possible moment;



               (9) obtain “cold comfort” letters and updates thereof (which letters and
updates (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriters, if any, and the Holders) from the independent certified
public accountants of the Company (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company or of any
business acquired by the Company for which financial statements and financial
data are, or are required to be, included in the Registration Statement),
addressed to



9









 







each of the underwriters, if any, and each selling Holder of Registrable
Securities, such letters to be in customary form and covering matters of the
type customarily covered in “cold comfort” letters in connection with
underwritten offerings and such other matters as the underwriters, if any, or
the Holders of a majority of the Registrable Securities being included in the
registration may reasonably request;



               (10) obtain opinions of independent counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriters, if any, and the Holders
of a majority of the Registrable Securities being included in the
registration), addressed to each selling Holder and each of the underwriters,
if any, covering the matters customarily covered in opinions of issuer’s
counsel requested in underwritten offerings, such as the effectiveness of the
Registration Statement and such other matters as may be requested by such
counsel and underwriters, if any;



               (11) promptly notify the selling Holders and the managing underwriters, if
any, and confirm such notice in writing, when a Prospectus or any supplement or
post-effective amendment to such Prospectus has been filed, and, with respect
to a Registration Statement or any post-effective amendment thereto, when the
same has become effective, of any request by the Commission or any other
federal or state governmental authority for amendments or supplements to a
Registration Statement or related Prospectus or for additional information, of
the issuance by the Commission of any stop order suspending the effectiveness
of a Registration Statement or of any order preventing or suspending the use of
any Prospectus or the initiation of any proceedings by any Person for that
purpose, of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Securities for offer or sale
under the securities or blue sky laws of any jurisdiction, or the
contemplation, initiation or threatening, of any proceeding for such purpose,
and of the happening of any event or the existence of any facts that make any
statement made in such Registration Statement or Prospectus untrue in any
material respect or that require the making of any changes in such Registration
Statement or Prospectus so that it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made (in the case of any Prospectus), not misleading
(which notice shall be accompanied by an instruction to the selling Holders and
the managing underwriters, if any, to suspend the use of the Prospectus until
the requisite changes have been made);



               (12) if requested by the managing underwriters, if any, or a Holder of
Registrable Securities being sold, promptly incorporate in a prospectus,
supplement or post-effective amendment such information as the managing
underwriters, if any, and the Holders of a majority of the Registrable
Securities being sold reasonably request to be included therein relating to the
sale of the Registrable Securities, including, without limitation, information
with respect to the number of shares of Registrable Securities being sold to
underwriters, the purchase price being paid therefor by such underwriters and
with respect to any other terms of the underwritten offering of the Registrable
Securities to be sold in such offering, and make all required filings of such
prospectus, supplement or post-effective amendment promptly following
notification of the matters to be incorporated in such supplement or
post-effective amendment;



10









 





          (13) if requested, furnish to each selling Holder of Registrable
Securities and the managing underwriter, without charge, at least one signed
copy of the Registration Statement;



          (14) as promptly as practicable upon the occurrence of any event
contemplated by Section 5(c)(11) above, prepare a supplement or post-effective
amendment to the Registration Statement or the Prospectus, or any document
incorporated therein by reference, or file any other required document so that,
as thereafter delivered to the purchasers of the Registrable Securities being
sold hereunder, the Prospectus will not contain an untrue statement of a
material fact or an omission to state a material fact required to be stated in
a Registration Statement or Prospectus or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; and



          (15) if such offering is an underwritten offering, enter into such
agreements (including an underwriting agreement in form, scope and substance as
is customary in underwritten offerings) and take all such other appropriate and
reasonable actions requested by the Holders owning a majority of the
Registrable Securities being sold in connection therewith or by the managing
underwriters (including cooperating in reasonable marketing efforts, including
in connection with any Demand Registration, participation by senior executives
of the Company in any “roadshow” or similar meeting with potential investors)
in order to expedite or facilitate the disposition of such Registrable
Securities, and in such connection, provide indemnification provisions and
procedures substantially to the effect set forth in Section 7 hereof with
respect to all parties to be indemnified pursuant to said Section. The above
shall be done at each closing under such underwriting or similar agreement, or
as and to the extent required thereunder.



     Each Holder agrees by acquisition of such Registrable Securities that,
upon receipt of written notice from the Company of the happening of any event
of the kind described in Section 5(c)(11), such Holder will forthwith
discontinue disposition of such Registrable Securities covered by such
Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Registration Statement contemplated by Section
5(c)(14), or until it is advised in writing by the Company that the use of the
applicable Prospectus may be resumed, and has received copies of any additional
or supplemental filings that are incorporated or deemed to be incorporated by
reference in such prospectus (such period during which disposition is
discontinued being an “Interruption Period”), and, if so directed by the
Company, such Holder will deliver to the Company all copies of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice.



     Section 6. Registration Expenses.



          (a) Expenses Payable by the Company. The Company shall bear all expenses
incurred with respect to the registration or attempted registration of the
Registrable Securities pursuant to Sections 2, 3 and 4 of this Agreement as
provided herein. Such expenses shall include, without limitation, (i) all
registration, qualification and filing fees (including, without limitation, (A)
fees with respect to compliance with the Commission, (B) fees with respect to
filings required to be made with the national securities exchange or national
market system on which the Common Stock is then traded or quoted and (C) fees
and expenses of compliance with state securities or blue sky laws (including,
without limitation, fees and disbursements of counsel



11









 







for the Company or the underwriters, or both, in connection with blue sky
qualifications of Registrable Securities)), (ii) messenger and delivery
expenses, word processing, duplicating and printing expenses (including without
limitation, expenses of printing certificates for Registrable Securities in a
form eligible for deposit with The Depository Trust Company, printing
preliminary prospectuses, prospectuses, prospectus supplements, including those
delivered to or for the account of the Holders and provided in this Agreement,
and blue sky memoranda), (iii) fees and disbursements of counsel for the
Company, (iv) fees and disbursements of all independent certificated public
accountants for the Company (including, without limitation, the expense of any
“comfort letters” required by or incident to such performance), (v) all
out-of-pocket expenses of the Company (including without limitation, expenses
incurred by the Company, its officers, directors, and employees performing
legal or accounting duties or preparing or participating in “roadshow”
presentations or of any public relations, investor relations or other
consultants or advisors retained by the Company in connection with any
roadshow, including travel and lodging expenses of such roadshows), (vi) fees
and expenses incurred in connection with the quotation or listing of shares of
Common Stock on any national securities exchange or other securities market,
and (vii) reasonable fees and expenses of one firm of counsel for all selling
Holders (which shall be chosen by the Holders of a majority of Registrable
Securities to be included in such offering).



          (b) Expenses Payable by the Holders. Each Holder shall pay all
underwriting discounts and commissions or placement fees of underwriters or
broker’s commissions incurred in connection with the sale or other disposition
of Registrable Securities for or on behalf of such Holder’s account.



     Section 7. Indemnification.



          (a) Indemnification by the Company. The Company agrees to indemnify, to
the fullest extent permitted by law, each Holder, each affiliate of a Holder
and each director, officer, employee, manager, stockholder, partner, member,
counsel, agent or representative of such Holder and its affiliates and each
Person who controls any such Person (within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act) (collectively, “Holder
Indemnified Parties”) against, and hold it and them harmless from, all losses,
claims, damages, liabilities, actions, proceedings, costs (including, without
limitation, costs of preparation and attorneys’ fees and disbursements) and
expenses, including expenses of investigation and amounts paid in settlement
(collectively, “Losses”) arising out of, caused by or based upon any untrue or
alleged untrue statement of material fact contained in any Registration
Statement, or any omission or alleged omission of a material fact required to
be stated therein or necessary to make the statements therein not misleading (a
“Misstatement/Omission”), or any violation or alleged violation by the Company
of the Securities Act, the Exchange Act, any state securities law, or any rule
or regulation promulgated under the Securities Act, the Exchange Act or any
state securities law, except that the Company shall not be liable insofar as
such Misstatement/Omission or violation is made in reliance upon and in
conformity with information furnished in writing to the Company by such Holder
expressly for use therein; provided, further, that the Company shall not be
liable for a Holder’s failure to deliver or cause to be delivered (to the
extent such delivery is required under the Securities Act) the Prospectus
contained in the Registration Statement, furnished to it by the Company on a
timely basis at or prior to the time such action is required by the Securities
Act to the person claiming a Misstatement/Omission if




12









 







such Misstatement/Omission was corrected in such Prospectus. In connection
with an underwritten offering, the Company will indemnify such underwriters,
selling brokers, dealer managers and similar securities industry professionals
participating in the distribution, their officers and directors and each Person
who controls such underwriters (within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act) to the same extent as
provided above with respect to the indemnification of the Holders. This
indemnity shall be in addition to any other indemnification arrangements to
which the Company may otherwise be party. Notwithstanding the foregoing, the
indemnity contained in this section shall not apply to amounts paid in
settlement of any such Losses if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld).



          (b) Indemnification by the Holders. In connection with any Registration
Statement in which a Holder is participating, each such Holder agrees to
indemnify, to the fullest extent permitted by law, the Company and each
director and officer of the Company and each Person who controls the Company
(within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act) against, and hold it harmless from, any Losses arising out of
or based upon (i) any Misstatement/Omission contained in the Registration
Statement, if and to the extent that such Misstatement/Omission was made in
reliance upon and in conformity with information furnished in writing by such
Holder for use therein, or (ii) the failure by such Holder to deliver or cause
to be delivered (to the extent such delivery is required under the Securities
Act) the Prospectus contained in the Registration Statement, furnished to it by
the Company on a timely basis at or prior to the time such action is required
by the Securities Act to the person claiming a Misstatement/Omission if such
Misstatement/Omission was corrected in such Prospectus. Notwithstanding the
foregoing, the obligation to indemnify will be individual (several and not
joint) to each Holder and will be limited to the net amount of proceeds (net of
payment of all expenses) received by such Holder from the sale of Registrable
Securities pursuant to such Registration Statement giving rise to such
indemnification obligation.



          (c) Conduct of Indemnification Proceedings. In case any action, claim or
proceeding shall be brought against any Person entitled to indemnification
hereunder, such indemnified party shall promptly notify each indemnifying party
in writing, and such indemnifying party shall assume the defense thereof,
including the employment of one counsel reasonably satisfactory to such
indemnified party and payment of all fees and expenses incurred in connection
with the defense thereof. The failure to so notify such indemnifying party
shall relieve such indemnifying party of its indemnification obligations to
such indemnified party to the extent that such failure to notify materially
prejudiced such indemnifying party but not from any liability that it or they
may have to the indemnified party for contribution or otherwise. Each
indemnified party shall have the right to employ separate counsel in such
action, claim or proceeding and participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of each indemnified
party unless: (i) such indemnifying party has agreed to pay such expenses; (ii)
such indemnifying party has failed promptly to assume the defense and employ
counsel reasonably satisfactory to such indemnified party; or (iii) the named
parties to any such action, claim or proceeding (including any impleaded
parties) include both such indemnified party and such indemnifying party or an
affiliate or controlling person of such indemnifying party, and such
indemnified party shall have been advised in writing by counsel that either (x)
there may be one or more legal defenses available to it which are different
from or in addition to those available to such indemnifying party or such
affiliate or controlling person or



13









 







(y) a conflict of interest may exist if such counsel represents such
indemnified party and such indemnifying party or its affiliate or controlling
person; provided, however, that such indemnifying party shall not, in
connection with any one such action or proceeding or separate but substantially
similar or related actions or proceedings in the same jurisdiction arising out
of the same general allegations or circumstances, be responsible hereunder for
the fees and expenses of more than one separate firm of attorneys (in addition
to any local counsel), which counsel shall be designated by such indemnified
party or, in the event that such indemnified party is a Holder Indemnified
Party, by the Holders of a majority of the Registrable Securities included in
the subject Registration Statement.



     No indemnifying party shall be liable for any settlement effected without
its written consent (which consent may not be unreasonably delayed or
withheld). Each indemnifying party agrees that it will not, without the
indemnified party’s prior written consent, consent to entry of any judgment or
settle or compromise any pending or threatened claim, action or proceeding in
respect of which indemnification or contribution may be sought hereunder unless
the foregoing contains an unconditional release, in form and substance
reasonably satisfactory to the indemnified parties, of the indemnified parties
from all liability and obligation arising therefrom. The indemnifying party’s
liability to any such indemnified party hereunder shall not be extinguished
solely because any other indemnified party is not entitled to indemnity
hereunder.



          (d) Survival. The indemnification provided for under this Agreement will
(i) remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party, (ii) survive the transfer of securities and
(iii) survive the termination of this Agreement.



          (e) Right to Contribution. If the indemnification provided for in this
Section 7 is unavailable to, or insufficient to hold harmless, an indemnified
party under Section 7(a) or Section 7(b) above in respect of any Losses
referred to in such Sections, then each applicable indemnifying party shall
have an obligation to contribute to the amount paid or payable by such
indemnified party as a result of such Losses in such proportion as is
appropriate to reflect the relative fault of the Company, on the one hand, and
of the Holder, on the other, in connection with the Misstatement/Omission or
violation which resulted in such Losses, taking into account any other relevant
equitable considerations. The amount paid or payable by a party as a result of
the Losses referred to above shall be deemed to include, subject to the
limitations set forth in Section 8(c) above, any legal or other fees or
expenses reasonably incurred by such party in connection with any

investigation, lawsuit or legal or administrative action or proceeding.



     The relative fault of the Company, on the one hand, and of the Holder, on
the other, shall be determined by reference to, among other things, whether the
relevant Misstatement/Omission or violation relates to information supplied by
the Company or by the Holder and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such
Misstatement/Omission or violation.



     The Company and each Holder agree that it would not be just and equitable
if contribution pursuant to this Section 7(e) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above. Notwithstanding the provisions
of this Section 7(e), a Holder shall not be required to



14









 







contribute any amount in excess of the amount by which (i) the amount (net of
payment of all expenses) at which the securities that were sold by such Holder
and distributed to the public were offered to the public exceeds (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such Misstatement/Omission or violation.



     No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.



     Section 8. Rules 144 and 144A.



     The Company shall timely file the reports required to be filed by it under
the Securities Act and the Exchange Act (including but not limited to the
reports under Sections 13 and 15(d) of the Exchange Act referred to in
subparagraph (c) of Rule 144 adopted by the Commission under the Securities
Act) and the rules and regulations adopted by the Commission thereunder (or, if
the Company is not required to file such reports, it will, upon the request of
any holder of Registrable Securities, make publicly available other
information) and will take such further action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by (a) Rule
144 and Rule 144A under the Securities Act, as such Rules may be amended from
time to time, or (b) any similar rule or regulation hereafter adopted by the
Commission.



     Section 9. Underwritten Registrations.



          (a) No Person may participate in any registration hereunder which is
underwritten unless such Person (i) agrees to sell such Person’s securities on
the basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, customary indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements; provided, that, no Holder included in any
underwritten registration shall be required to make any representations or
warranties to the Company or the underwriters other than representations and
warranties regarding such Holder and such Holder’s intended method of
distribution.



          (b) If any of the Registrable Securities covered by any Registration
Statement are to be sold in an underwritten offering, the investment banker or
investment bankers and manager or managers that will manage the offering will
be selected by, and the underwriting arrangements with respect thereto will be
approved by, the Company; provided, however, that such investment bankers and
managers and underwriting arrangements must be reasonably satisfactory to the
Holders of the majority of Registrable Securities to be included in such
offering.



     Section 10. Covenants of Holders.



     Each of the Holders hereby agrees (a) to cooperate with the Company and to
furnish to the Company all such information regarding such Holder, its
ownership of Registrable Securities



15









 







and the disposition of such securities in connection with the preparation of
the Registration Statement and any filings with any state securities
commissions as the Company may reasonably request, (b) to the extent required
by the Securities Act, to deliver or cause delivery of the Prospectus contained
in the Registration Statement, any amendment or supplement thereto, to any
purchaser of the Registrable Securities covered by the Registration Statement
from the Holder and (c) if requested by the Company, to notify the Company of
any sale of Registrable Securities by such Holder.



     Section 11. Miscellaneous.



          (a) No Inconsistent Agreements. The Company will not hereafter enter into
any agreement with respect to its securities which is inconsistent with,
adversely effects or violates the rights granted to the Holders in this
Agreement; it being understood that the granting of additional demand or
piggyback registration rights with respect to capital stock of the Company
shall not be deemed inconsistent with or adverse to the rights granted to
Holders hereunder, and the rights of the Holders shall be subject to any such
additional grants.



          (b) Remedies. Any Person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and
to exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and hereby agree to waive the defense in any
action for specific performance or injunctive relief that a remedy at law would
be adequate. Accordingly, any party may in its sole discretion apply to any
court of law or equity of competent jurisdiction (without posting any bond or
other security) for specific performance and for other injunctive relief in
order to enforce or prevent violation of the provisions of this Agreement.



          (c) Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement, including the provisions of this sentence, may be
amended, modified, supplemented or waived only upon the prior written consent
of the Company and Holders of a majority of the outstanding Registrable
Securities.



          (d) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. The Holders may assign all rights under this agreement; provided,
however, that no Holder may transfer or assign its rights hereunder unless such
transferring Holder shall, prior to any such transfer, obtain from the
transferee a joinder agreement in a form reasonably satisfactory to the Company
and deliver a copy of such joinder agreement to the Company and to the Holders.
Only persons (other than the initial Stockholders hereto) that execute a
joinder agreement shall be deemed to be Holders. The Company shall be given
written notice by the transferring Holder at the time of the transfer stating
the name and address of the transferee and identifying the Registrable
Securities transferred, provided, that, failure to give such notice shall not
affect the validity of such transfer or assignment.



          (e) Termination of Registration Rights. The rights of any Holder to cause
the Company to register Registrable Securities under this Agreement shall
terminate with respect to



16









 







such Holder as soon as such Holder is legally able to dispose of all of
its Registrable Securities in one transaction pursuant to Rule 144 under the
Securities Act.



          (f) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected,
it being intended that the rights and privileges of the parties hereto shall be
enforceable to the fullest extent permitted by law.



          (g) Counterparts. This Agreement may be executed in any number of
counterparts, any one of which need not contain the signatures of more than one
party, but each of which when so executed shall be deemed to be an original and
all such counterparts taken together shall constitute one and the same
Agreement.



          (h) Descriptive Headings: Interpretation. The descriptive headings of
this Agreement are inserted for convenience of reference only and shall not
limit or otherwise affect the meaning hereof. The use of the word “including”
in this Agreement shall be by way of example rather than by limitation.



          (i) Notices. All notices, requests and other communications provided for
or permitted to be given under this Agreement must be in writing and shall be
given by personal delivery, by certified or registered United States mail
(postage prepaid, return receipt requested), by a nationally recognized
overnight delivery service for next day delivery, or by facsimile transmission,
as follows (or to such other address as any party may give in a notice given in
accordance with the provisions hereof):



     If to the Company:




COMSYS IT Partners, Inc.

4400 Post Oak Parkway

Suite 1800

Houston, TX 77027

Attention: General Counsel

Facsimile: 713-386-1504



     with a copy (which shall not constitute notice) to:




Akin Gump Strauss Hauer & Feld LLP

1700 Pacific Avenue

Suite 4100

Dallas, TX 75201

Attention: Seth R. Molay, P.C.

Facsimile: 214-969-4343




If to a Stockholder, to the fax number or the address set forth for such
Stockholder on the Exhibits hereto, with copies as set forth therein.



17









 




All notices, requests or other communications will be effective and deemed
given only as follows: (i) if given by personal delivery, upon such personal
delivery, (ii) if sent by certified or registered mail, on the fifth business
day after being deposited in the United States mail, (iii) if sent for next day
delivery by overnight delivery service, on the date of delivery as confirmed by
written confirmation of delivery, (iv) if sent by facsimile, upon the
transmitter’s confirmation of receipt of such facsimile transmission, except
that if such confirmation is received after 5:00 p.m. (in the recipient’s time
zone) on a business day, or is received on a day that is not a business day,
then such notice, request or communication will not be deemed effective or
given until the next succeeding business day. Notices, requests and other
communications sent in any other manner, including by electronic mail, will not
be effective.




          (j) GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AGREEMENT SHALL BE
DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND
GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT
REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereby
irrevocably submit to the jurisdiction of any federal court located in the
State of Delaware or any Delaware state court solely in respect of the
interpretation and enforcement of the provisions of this Agreement and of the
documents referred to in this Agreement, and in respect of the transactions
contemplated hereby, and hereby waive, and agree not to assert, as a defense in
any action, suit or proceeding for the interpretation or enforcement hereof or
of any such document, that it is not subject thereto or that such action, suit
or proceeding may not be brought or is not maintainable in said courts or that
the venue thereof may not be appropriate or that this Agreement or any such
document may not be enforced in or by such courts, and the parties hereto
irrevocably agree that all claims with respect to such action or proceeding
shall be heard and determined in such a Delaware state or federal court. The
parties hereby consent to and grant any such court jurisdiction over the person
of such parties and over the subject matter of such dispute and agree that
mailing of process or other papers in connection with any such action or
proceeding in the manner provided in the Section on notices above or in such
other manner as may be permitted by law shall be valid and sufficient service
thereof.



     EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH
PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.



18









 








          (k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect
of the subject matter contained herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.



19









 





          IN WITNESS WHEREOF the parties hereto have or have caused this
Registration Rights Agreement to be duly executed as of the date first above
written



	 	 	 	 	 
	 	 	THE COMPANY:
	 
	 	 	 	 
	

	 	Venturi
	 	Partners, Inc.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Ken J. Bramlett, Jr.
	

	 	Name:
	 	Ken J. Bramlett, Jr.
	

	 	Title:
	 	SVP, General Counsel and Secretary
	 
	 	 	 	 
	 	 	THE STOCKHOLDERS:
	 
	 	 	 	 
	 	 	Wachovia Investors, Inc.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Courtney Rountree
	

	 	Name:
	 	Courtney Rountree
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	GTCR Fund VI, L.P.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dan Yih
	

	 	Name:
	 	Dan Yih
	

	 	Title:
	 	Principal
	 
	 	 	 	 
	 	 	GTCR VI Executive Fund, L.P.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dan Yih
	

	 	Name:
	 	Dan Yih
	

	 	Title:
	 	Principal
	 
	 	 	 	 
	 	 	GTCR Associates VI
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dan Yih
	

	 	Name:
	 	Dan Yih
	

	 	Title:
	 	Principal







 [Signature Page to Registration Rights Agreement]









 






	 	 	 	 	 
	 	 	J.P. Morgan Direct Corporate Finance
Institutional Investors LLC
	 
	 	 	 	 
	

	 	By:
	 	J.P. Morgan Chase Bank as Investment
Advisor
	 
	 	 	 	 
	

	 	By:
	 	/s/ Eliot H. Powell
	

	 	Name:
	 	Eliot H. Powell
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	J.P. Morgan Direct Corporate Finance
Private Investors LLC
	 
	 	 	 	 
	

	 	By:
	 	J.P. Morgan Investment Management Inc.
as Investment Advisor
	 
	 	 	 	 
	

	 	By:
	 	/s/ Eliot H. Powell
	

	 	Name:
	 	Eliot H. Powell
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	Old Trafford Investment Pte. Ltd.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Lim Hock Tay
	

	 	Name:
	 	Lim Hock Tay
	

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	522 Fifth Avenue Fund, L.P.
	 
	 	 	 	 
	

	 	By:
	 	J.P. Morgan Investment Management Inc.
as Investment Advisor
	 
	 	 	 	 
	

	 	By:
	 	/s/ Eliot H. Powell
	

	 	Name:
	 	Eliot H. Powell
	

	 	Title:
	 	Vice President







 [Signature Page to Registration Rights Agreement]









 








	 	 	 
	

	 	/s/ Michael T. Willis
	

	
 
	

	 	Michael T. Willis, individually
	 
	 	 
	

	 	/s/ David L. Kerr
	

	
 
	

	 	David L. Kerr, individually
	 
	 	 
	

	 	/s/ Margaret G. Reed
	

	
 
	

	 	Margaret G. Reed, individually
	 
	 	 
	

	 	/s/ Joseph C. Tusa
	

	
 
	

	 	Joseph C. Tusa, individually
	 
	 	 
	

	 	/s/ Albert S. Wright IV
	

	
 
	

	 	Albert S. Wright IV, individually
	 
	 	 
	

	 	/s/ Mark R. Bierman
	

	
 
	

	 	Mark R. Bierman, individually
	 
	 	 
	

	 	/s/ Jeffrey J. Weiner
	

	
 
	

	 	Jeffrey J. Weiner, individually
	 
	 	 
	

	 	/s/ Bernice L. Arceneaux
	

	
 
	

	 	Bernice L. Arceneaux, individually







 [Signature Page to Registration Rights Agreement]









 








EXHIBIT A




Wachovia Group




	 	 	 
	Name
	 	Address/Facsimile

	Wachovia Investors, Inc.

	 	Wachovia Capital Partners
	

	 	301 South College Street, TW-12
	

	 	Charlotte, NC 28202-0732
	

	 	Facsimile: (704) 374-4709








A-1









 








EXHIBIT B




Junior Securities Group




	 	 	 
	Name
	 	Address/Facsimile

	GTCR Fund IV, L.P.

	 	GTCR Golder Rauner, LLC
	

	 	6100 Sears Tower
	

	 	Chicago, IL 60606-6402
	

	 	Facsimile: (312) 382-2201
	 
	 	 
	GTCR VI Executive Fund, L.P.

	 	GTCR Golder Rauner, LLC
	

	 	6100 Sears Tower
	

	 	Chicago, IL 60606-6402
	

	 	Facsimile: (312) 382-2201
	 
	 	 
	GTCR Associates VI

	 	GTCR Golder Rauner, LLC
	

	 	6100 Sears Tower
	

	 	Chicago, IL 60606-6402
	

	 	Facsimile: (312) 382-2201
	 
	 	 
	J.P. Morgan Direct Corporate Finance
	 	J.P. Morgan Investment Mgmt., Inc.
	  Institutional Investors LLC
	 	522 Fifth Avenue, 15th Floor
	 

	 	New York, NY 10036
	 

	 	Facsimile: (212) 837-1301
	 
	 	 
	J.P. Morgan Direct Corporate Finance

	 	J.P. Morgan Investment Mgmt., Inc.
	  Private Investors LLC

	 	522 Fifth Avenue, 15th Floor
	 

	 	New York, NY 10036
	 

	 	Facsimile: (212) 837-1301
	 
	 	 
	Old Trafford Investment Pte. Ltd.

	 	GIC Special Investments, Pte. Ltd.
	

	 	156 W. 56th Street, Suite 1900
	

	 	New York, NY 10019
	

	 	Facsimile: (212) 468-1901
	 
	 	 
	522 Fifth Avenue Fund, L.P.

	 	J.P. Morgan Investment Mgmt., Inc.
	

	 	522 Fifth Avenue, 15th Floor
	

	 	New York, NY 10036
	

	 	Facsimile: (212) 837-1301







B-1









 





EXHIBIT C




Comsys Management Group




	 	 	 
	Name
	 	Address/Facsimile

	Michael T. Willis

	 	4400 Post Oak Parkway, Suite 1800
	

	 	Houston, TX 77027
	

	 	Facsimile: (713) 627-9249
	 
	 	 
	David L. Kerr

	 	4400 Post Oak Parkway, Suite 1800
	

	 	Houston, TX 77027
	

	 	Facsimile: (713) 386-1500
	 
	 	 
	Margaret G. Reed

	 	4400 Post Oak Parkway, Suite 1800
	

	 	Houston, TX 77027
	

	 	Facsimile: (713) 386-1504
	 
	 	 
	Joseph C. Tusa, Jr.

	 	4400 Post Oak Parkway, Suite 1800
	

	 	Houston, TX 77027
	

	 	Facsimile: (713) 386-1428
	 
	 	 
	Albert S. Wright IV

	 	4400 Post Oak Parkway, Suite 1800
	

	 	Houston, TX 77027
	

	 	Facsimile: (713) 386-1402
	 
	 	 
	Jeffrey J. Weiner

	 	4400 Post Oak Parkway, Suite 1800
	

	 	Houston, TX 77027
	

	 	Facsimile: (713) 386-1409
	 
	 	 
	Mark R. Bierman

	 	4 Research Place, #300
	

	 	Rockville, MD 20850
	

	 	Facsimile: (866) 741-2440
	 
	 	 
	Bernice L. Arceneaux

	 	4400 Post Oak Parkway, Suite 1800
	

	 	Houston, TX 77027
	

	 	Facsimile: (713) 627-9249








C-1