FIRST AMENDMENT TO THE COMPUTER SOFTWARE INNOVATIONS



 EXHIBIT 10.1 
  
 FIRST AMENDMENT TO THE 
 COMPUTER SOFTWARE INNOVATIONS, INC. 
 COMMON STOCK PURCHASE WARRANT “A” 
  
 This First Amendment (the “Amendment”) to the
Computer Software Innovations, Inc. Common Stock Purchase Warrant “A” (the “Warrant”) originally issued by Computer Software Innovations, Inc., a Delaware corporation (the “Company”) to
Barron Partners LP (the “Holder”) on February 11, 2005, is executed as of this 7th day of November, 2005. 
  
 WHEREAS, pursuant to that certain Preferred Stock Purchase Agreement by and between Company and Seller dated February 10, 2005, the Company issued
the Warrant to the Holder for the purchase of Three Million Six Hundred Eight Thousand Eight Hundred Sixty-Eight (3,608,868) shares of common stock of the Company; and 
  
 WHEREAS, the Company and the Holder now desire to make certain amendments to the Warrant as specifically set forth herein.

  
 NOW THEREFORE, FOR AND IN CONSIDERATION of good and valuable
consideration, the receipt and sufficiency of which is hereby agreed and acknowledged, the parties agree to amend the Warrant as follows: 
  
 1. Section 4 and Section 5 shall be amended by deleting all references to “Section 9” and substituting therefor “Section 12”
in each such case. 
  
 2. Section 5 shall be amended by
adding “but subject to Section 6,” after the comma following the first clause of Section 5(d)(i). 







 3. Section 6 shall be amended by deleting it in its entirety and replacing it with the following:

  
 6. Maximum Exercise. Subject to
Section 9, the Warrant Holder shall not be entitled to exercise this Warrant on a Date of Exercise in connection with the number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock
beneficially owned by the Warrant Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this limitation is being made
on an exercise date, which would result in the beneficial ownership by the Warrant Holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock on such date. For the purposes of this Section 6, beneficial ownership
shall be determined in accordance with Section 13(d) of the Securities Exchange of 1934, as amended, and Rule 13(d)-3 thereunder. This Section 6 may be waived or amended only with the consent of the Holder and the consent of holders of a
majority of the shares of outstanding Common Stock of the Company who are not Affiliates. For the purposes of the immediately preceding sentence, the term “Affiliate” shall mean any person: (a) that directly, or
indirectly through one of more intermediaries, controls, or is controlled by, or is under common control with, the Company; or (b) who beneficially owns (i) any shares of the Company’s Series A Convertible Preferred Stock,
(ii) this Warrant; or (iii) the Company’s Common Stock Purchase Warrant “B” dated February 11, 2005. 
  
 4. Section 9 of the Warrant shall be amended by deleting it in its entirety and replacing it with the following: 
  
 9. Sale or Merger of the Company. Upon a Change in
Control, the maximum exercise restriction contained in Section 6 shall immediately be released and the Warrant Holder will have the right to exercise this Warrant concurrently with such Change in Control event. For purposes of this Warrant, the
term “Change in Control” shall mean a consolidation or merger of the Company with or into another company or entity in which the Company is not the surviving entity or the sale of all or substantially all of the assets of the Company to
another company or entity not controlled by the then existing stockholders of the Company in a transaction or series of transactions. 







 5. Section 10 of the Warrant shall be amended by deleting it in its entirety and replacing it with
the following: 
  
 10. Notice of Intent to
Sell or Merge the Company. The Company will give Warrant Holder thirty (30) days notice before the event of a sale of all or substantially all of the assets of the Company or the merger or consolidation of the Company in a transaction in
which the Company is not the surviving entity. 
  
 Except as
specifically set forth herein, the Warrant shall remain in full force and effect for the duration of its term. 
  
 SIGNATURE PAGE FOLLOWS 







 IN WITNESS WHEREOF, the undersigned hereby execute this document as of the date first set forth above.

  

			
	 COMPUTER SOFTWARE INNOVATIONS, INC.,

	A Delaware Corporation
		
	By:	 	 /s/ Nancy K. Hedrick


	Name:	 	Nancy K. Hedrick
	Its:	 	President and Chief Executive Officer
	
	BARRON PARTNERS LP,
	A Delaware Limited Partnership
		
	By:	 	Barron Capital Advisors LLC,
	Its:	 	General Partner
		
	By:	 	 /s/ Andrew Barron Worden


	Name:	 	Andrew Barron Worden
	Its:	 	Managing Member