LETTER AGREEMENT



 Exhibit 10.12 
 COMPUTER SOFTWARE INNOVATIONS, INC. 
 900 East Main Street, Suite T 
 Easley, South Carolina 29640 
 May 12,
2006 
 RBC Centura Bank 
 Attn: Mr. Charles Arndt 
 531 South Main Street, 2nd Floor 
 Greenville, SC
29601 
     Re: Waiver 
 Dear Mr. Arndt: 
 This
letter is being provided to you in connection with: (a) the March 14, 2005 Loan Agreement and related Loan Documents (as such term is defined in the Loan Agreement) between Computer Software Innovations, Inc. (“CSI”) and RBC
Centura Bank (the “Bank”) evidencing CSI’s credit facility with the Bank in the amount of $3,000,000, which credit facility was extended on March 1, 2006 and May 1, 2006; and (b) CSI’s February 10, 2006
promissory note and related agreements (collectively, the “Term Promissory Note”) evidencing a term loan with the Bank in the amount of $400,000. The Term Promissory Note, the Loan Agreement and the Loan Documents are hereinafter
referenced collectively as the “Credit Documents.” Specifically, this letter relates to a potential cross-default under the Credit Documents arising out of a default on certain outstanding subordinated debt owed by CSI to various parties
as described below. 
 On February 11, 2005, CSI executed five Promissory Notes, each in the amount of $375,040, in favor of each of the
following respective persons: Nancy K. Hedrick, Joe G. Black, Thomas P. Clinton, William J. Buchanan and Beverly N. Hawkins. Also on February 11, 2006, CSI executed a sixth Promissory Note in the amount of $1,875,200 in favor of Barron Partners
LP. The maturity date of the six Promissory Notes (the “Subordinated Notes”) was May 10, 2006. As of the date of this letter, there remains an outstanding principal balance on each of the Subordinated Notes. Consequently, there have
been defaults (the “Payment Defaults”) under the terms of the Subordinated Notes. 
 It is our desire to negotiate an extension of
the maturity date with the holders of the Subordinated Notes and we are optimistic that those negotiations will be successful. In order to comply with the requirements of the Credit Documents and to afford us more time to negotiate and finalize an
extension of maturity of the Subordinated Notes, we respectfully request that the Bank grant CSI a waiver with respect to any potential cross-default under the Credit Documents that may have been triggered solely by reason of the Payment Defaults on
the Subordinated Notes. Such waiver will relate only to Payment Defaults on the Subordinated Notes occurring prior to June 12, 2006. In consideration of the foregoing, CSI agrees with the Bank that it will be required to be in compliance with
the payment terms of the Subordinated Notes, or any extensions thereof, no later than June 12, 2006. CSI further agrees that, pursuant to the requirements of the Credit Documents, it will obtain the consent of the Bank with respect to any
amendments to the Subordinated Notes. 







 If the above described waiver is acceptable to the Bank, please indicate your assent by affixing your
signature and the date below and returning a copy of this letter to me and our legal counsel, Leatherwood Walker Todd & Mann, P.C., to the attention of William L. Pitman. Thank you in advance for your consideration of this letter. Please
call me if you have any questions concerning any of the foregoing. 
  

	
	Yours very truly,
	
	/s/ Nancy K. Hedrick
	Nancy K. Hedrick


  

			
	ACCEPTED AND AGREED TO
	This 12th day of May, 2006.
		
	By:	 	 /s/ Charles Arndt

		 	Charles Arndt
		 	Market Executive – South Carolina Markets