Exhibit 10.1



 Exhibit 10.1 
 [EXECUTION ORIGINAL] 
 EMPLOYMENT AGREEMENT 
 COMPUTER SOFTWARE INNOVATIONS, INC. 
 THIS AGREEMENT (this “Agreement”) is made and entered into and shall be effective
as of the 1st day of March, 2009, by and between Computer Software Innovations, Inc., a Delaware company (“Company”), and Nancy
K. Hedrick (“Employee”). 
 W I T N E S S E T H: 
 WHEREAS, Company is engaged in a highly competitive business providing software and technology solutions primarily to public sector markets (the
“Business” or “Competitive Business”); and 
 WHEREAS, Company has expended and will expend a significant amount
of time, money and resources to develop its relationships and preserve goodwill with its customers and to develop and maintain its trade secrets and other Confidential Information (as defined below), which, if disclosed or misused, could be harmful
to the Business; and 
 WHEREAS, Employee has agreed to accept employment with Company, and Company desires to employ Employee, who,
through access to Company’s trade secrets and other Confidential Information, by close and meaningful contact with Company’s employees and other personnel as well as with various customers, potential customers and vendors, and by efficient
and successful management of certain of Company’s internal operations, will increase the value and profitability of Company; and 
 WHEREAS, if Employee were to leave the Company’s employment, Company, in all fairness, would need certain protections in order to prevent Company’s competitors from gaining an unfair competitive advantage over Company or
otherwise diverting customers or goodwill from Company, and to prevent misuse or misappropriation of Company’s trade secrets and other Confidential Information; and 
 WHEREAS, the Employment Agreement between Employee and Company, dated as of February 11, 2005, expired effective as of the date of this Agreement pursuant to notice from the Company, and Employee and
Company wish to enter into this new and separate Agreement. 
 NOW, THEREFORE, for and in consideration of the mutual covenants,
promises and agreements herein contained, the employment of Employee by Company in the capacity, for the term and with the compensation and benefits hereinafter provided, and other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 1. Employment. 
 (a) Company hereby agrees to employ Employee as President and Chief Executive Officer of the Company and Employee hereby accepts employment with Company,
for the purposes and upon the terms and conditions hereinafter set forth, such employment to be subject to the terms and conditions of this Agreement and such rules and regulations as may be established by the Board of Directors of the Company
(including any committees thereof, the “Board”) from time to time. 
 THIS AGREEMENT IS SUBJECT TO ARBITRATION UNDER

 THE SOUTH CAROLINA UNIFORM ARBITRATION ACT. 
  

									
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 (b) Subject to the control of the Board, Employee hereby agrees to perform such services, duties and
responsibilities as are set forth in the job description for Company’s President and Chief Executive Officer and as are customary for similar positions of a company of similar size engaged in a similar business as Company, and such other
services, duties and responsibilities as may be assigned to Employee by the Board from time to time. Employee further agrees that throughout Employee’s employment with Company, Employee shall (i) faithfully render such services, duties and
responsibilities; (ii) devote Employee’s entire business time, good faith, best efforts, ability, skill and attention to the Business and the promotion of the interests of Company; and (iii) follow and act in accordance with all
rules, policies and procedures of Company, including, but not limited to, working hours and such other rules, policies and procedures as may be established by Company from time to time. Employee shall report to the Board from time to time. Employee
agrees that during the term (as hereinafter defined “Term”) of the Agreement, she will not pursue any other business interests without the prior written approval of the Company. 
 2. Term. The term (the “Term”) of Employee’s employment under this Agreement shall commence as of March 1, 2009 and
shall continue for a period of three (3) years thereafter, unless sooner terminated pursuant to Section 13 below. Thereafter, this Agreement shall continue for additional, successive one (1) year terms, unless sooner terminated
pursuant to Section 13 below. 
 3. Salary, Benefits and Other Compensation. As compensation for the services and
duties to be rendered and performed by Employee hereunder, Company shall pay to Employee the compensation and other benefits set forth below. All compensation received by Employee shall be subject to all applicable federal, state and local
withholding taxes and such other employment taxes as are required with respect thereto. 
 (a) Base Salary. Company shall pay to
Employee an annual base salary (“Base Salary”) in the amount of One Hundred Ninety-Four Thousand Two Hundred and Fifty and no/100 Dollars ($194,250.00), for the one year period beginning on the date of this Agreement. Effective
March 1, 2010, the Company shall pay to Employee a Base Salary of Two-Hundred Twenty-Five Thousand and no/100 Dollars ($225,000.00). Base Salary shall be paid less required tax and related withholdings. Employee’s Base Salary shall be
payable in installments in accordance with the regular payroll practices of Company for salaried personnel. The Board may, at its sole option and in its sole discretion, increase Employee’s Base Salary from time to time or at any time during
the Term of this Agreement. 
 (b) Benefits. During the Term the Employee and, to the extent eligible, her dependents, shall be
entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company, business travel insurance plans and programs applicable generally to the employees of the Company, retirement plans and
programs applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term the Employee shall
be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the
generally applicable guidelines determined by the Board. 
 (c) [Intentionally Deleted.]  
 (d) Bonus. Employee is entitled to participate in any bonus or other executive compensation plan to be established by the Board, in
accordance with its terms, including but not limited to the 2008 Executive Bonus Plan. 
 (e) Stock Option. Employee will be granted a
nonqualified stock option (the “Option”) to purchase fifty thousand (50,000) shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), from the Company pursuant to the following terms and
conditions: 
 (i) The Option will be issued pursuant to, and governed by, the Company’s 2005 Incentive Compensation Plan (the
“Plan”); 
  


									
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 (ii) the date on which the Option shall be granted to the Employee and the exercise price determined
shall be the twelfth trading day following the filing of the Company’s Form 10-K for the year ended December 31, 2008 (the “Grant Date”); 
 (iii) the Option shall have an exercise price equal to the fair market value of the Common Stock on the Grant Date as such value is determined pursuant to the terms of the Plan; 
 (iv) the Option shall be evidenced by a stock option agreement substantially in the form attached hereto as Exhibit A (the “Option
Agreement”); 
 (v) subject to the provisions of the Option Agreement and the Plan, the Option shall become exercisable (or
“vest”) with respect to all fifty thousand (50,000) shares of Common Stock covered thereby on March 1, 2010; and 
 (vi)
the Option shall expire ten years from the Grant Date. 
 4. Expenses. Company shall pay or reimburse Employee during the Term
for all reasonable, ordinary and necessary business expenses incurred in the performance of her services hereunder in accordance with the policies of the Company as are from time to time in effect. The Employee, as a condition to obtaining such
payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee seeks payment or reimbursement, and any other information or materials reasonably
required by such Company policy or as the Company may otherwise from time to time reasonably require. 
 5. Vacations and
Leave. The Employee shall be entitled to that number of vacation days, holidays, sick days and personal days as is consistent with the Company’s policies for similarly situated employees. All vacations and personal leave shall be taken
at such times as are mutually agreed upon by Employee and Company. 
 6. Company Records and Property. Employee shall keep and
maintain complete, organized, and up-to-date written records and files concerning any information directly or indirectly related to the Business which is made or compiled by, delivered to, made available to or otherwise obtained by Employee
(collectively, “Company Records”). All Company Records (including, without limitation, any standard operating procedures, manuals, sales protocols, statistical information, notebooks, reports, photographs, research, correspondence, data,
software, disks, diskettes, CD-ROM’s and other materials) are and shall remain the sole and exclusive property of Company and shall be available to Company at all times. Except to the extent expressly authorized by Company in writing, Employee
shall treat all Company Records as Confidential Information (as defined below). Upon termination of Employee’s employment for any reason, whether voluntary or otherwise, or at any other time when Company so requests, Employee shall promptly
deliver to Company all Company Records (including all copies thereof) in Employee’s possession and shall certify in writing to Company that Employee has returned all such items. Thereafter, Employee shall not retain or make any further use of
such Company Records or any copies, notes (including handwritten notes) or excerpts thereof. 
 7. Service as Consultant or
Expert. Employee agrees not to serve as a consultant or expert, or become retained or employed, directly or indirectly, as a consultant or expert witness in any matter which could involve or concern Confidential Information (as defined
below) without the prior written consent of Company. Notwithstanding the above, if a court or other legal body having appropriate jurisdiction orders Employee to testify or otherwise participate in legal proceedings, and such order is not subject to


  


									
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appeal or other form of review, this Agreement shall not prevent Employee from complying with such order; provided that Employee shall not seek or assist in
seeking such an order. Upon learning that such an order is or has been sought, and in any event before complying with such an order, Employee shall provide immediate written advance notice to and consult with Company and its counsel. 
 8. Nondisclosure of Confidential Information. 
 (a) Employee acknowledges that in and as a result of Employee’s employment by Company, Employee will be privy to Confidential Information of a special and unique nature and value to Company. In view of the
foregoing, and as a material inducement to Company to enter into this Agreement and to pay to Employee compensation and other benefits stated herein, Employee covenants and agrees that Employee shall not, directly or indirectly, at any time during
the period of Employee’s employment, disclose any Confidential Information (defined below in Section 8(c)) to any person, firm, corporation, or other business entity, except as is necessary for the proper performance of Employee’s
duties and responsibilities, and only as specifically authorized by Company in accordance with procedures established by Company. Following termination of Employee’s employment with Company for any reason, whether voluntary or otherwise,
Employee shall not, directly or indirectly, disclose any Confidential Information of Company to any person or entity other than Company for any reason. During the period of Employee’s employment with Company or thereafter, Employee shall not,
directly or indirectly, without the prior written consent of Company, make use of any Confidential Information other than in the performance of her duties in connection with the Business. Employee agrees to take all reasonable steps which are
necessary to safeguard the secrecy and confidentiality of, and Company’s proprietary rights to, Company’s Confidential Information. Employee further agrees that the obligation not to disclose Confidential Information of Company continues
for as long as such information remains Confidential Information (as defined in Section 8(c) below). Notwithstanding the fact the Confidential Information has become or becomes known or generally available to the public, Employee shall not
disclose Company’s relationship to or interest in any such information. Except as otherwise expressly provided herein, the covenants set forth in this Section 8(a) shall be without time or geographical limitation. 
 (b) Employee agrees to report immediately to Company any attempts by former employees or any other persons to obtain Confidential Information from
Employee or from fellow employees. 
 (c) As used in this Agreement, the term “Confidential Information” shall mean any and all
information that is not readily and easily available or generally known to the public by proper means through sources outside Company and that concerns the Company’s business, operations, or affairs, including, without limitation, the following
information: information encompassed in the customer files, sales files and personnel files of Company; marketing and pricing data and information, rate schedules, techniques, plans and strategies; business plans and strategies, ideas, research,
strategies and plans for future development; business methods, techniques and processes; trade secrets (as defined by Section 39-8-10, et seq., of the South Carolina Code of Laws of 1976, as amended); compilations, projections,
designs and estimates; the nature and content of Company’s contracts and proposals; information concerning existing and prospective customers, including the status of negotiations with respect thereto; information concerning existing and
prospective business ventures, including the status of negotiations with respect thereto; standard operating procedures, manuals, sales protocols, and statistical information; financial information relating to the assets, liabilities, income,
expenses, cash flow and any and all other financial matters of Company and its agents and employees; and the names, identities and details relating to the creditors and debtors of Company. The term “Confidential Information” does not
include information which Employee can demonstrate: (i) is or becomes known publicly through no fault of Employee; or (ii) is disclosed to Employee by a party unaffiliated with Company and with the right to disclose, without obligation of
confidentiality. If any Confidential Information becomes publicly known or readily accessible through a breach of this Agreement, then for purposes of this Agreement, such Confidential Information shall continue to be treated as Confidential
Information, notwithstanding such disclosure. 
  


									
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 9. Covenants Against Competition. 
 (a) Employee acknowledges and agrees that through her employment with Company, Employee has or will receive, become familiar with, and have access to
valuable Confidential Information concerning Company’s business, operations and affairs, all of which are and shall continue to be the property of Company. Employee further acknowledges and agrees that the services she is to render to Company
are of a special and unusual character with a unique value to Company, the loss of which cannot adequately be compensated by damages in an action at law alone. In view of the foregoing, and as a material inducement to Company to enter into this
Agreement and to pay to Employee the compensation and other benefits stated herein, Employee covenants and agrees that during the period of Employee’s employment with Company, and for a period of twelve (12) months after termination of
Employee’s employment with Company for any reason, whether voluntary or otherwise, Employee shall not, directly or indirectly: 
 (i) Compete with Company by engaging in any Competitive Business similar to that of Company (other than as a passive investor owning less than a 5% equity interest in a public entity) and working in a management or operations capacity or in
a capacity similar to that held by Employee during his employment with Company for such Competitive Business as defined herein including, without limitation, as a proprietor, partner, investor, shareholder, director, officer, employee, consultant,
independent contractor, lender, guarantor or otherwise within the geographic area in which the Company conducts its business at the time of such termination (the “Territory”); or 
 (ii) Work in a management or operations capacity or in a capacity similar to that held by Employee during his employment with Company,
directly or indirectly, as a proprietor, owner, manager, operator, partner, director, officer, employee, consultant, independent contractor or otherwise, for any person or entity which is then engaged in any Competitive Business within the
Territory; or 
 (iii) Engage in any business or activity which requires Employee, or any person or entity employed by her or
whom she represents, to provide Confidential Information to any person or entity which is then engaged in any Competitive Business within the Territory. 
 (b) Employee further covenants and agrees that during the period of Employee’s employment with Company, and for a period of twelve (12) months after termination of Employee’s employment with Company for
any reason, whether voluntary or otherwise, Employee shall not, directly or indirectly: 
 (i) Solicit, influence, contact or
deal in any way with any Existing Customer (as defined in Section 9(c) below) of Company for the purpose of (1) providing services or products to such Existing Customer that are competitive with or similar to the services or products
provided by Company or the Business; (2) providing services or products to such Existing Customer that are competitive with or similar to future services or products provided or being considered by Company or the Business; or (3) diverting
or attempting to divert from Company the business of such Existing Customer; 
 (ii) Solicit, influence, contact or deal in
any way with any Prospective Customer (as defined in Section 9(c) below) of Company for the purpose of (1) providing services or products to such Prospective Customer that are competitive with or similar to the services or products
provided by Company or the Business; (2) providing services or products to such Prospective 

  


									
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Customer that are competitive with or similar to future services or products provided or being considered by Company; or (3) diverting or attempting to
divert from Company the business of such Prospective Customer; 
 (iii) Consult, solicit, hire, attempt to hire, or encourage
any existing employee of Company to accept employment with any person, firm, corporation, or other business entity that competes, directly or indirectly, with Company or in the Business of the same kind or nature as that operated by Company; or

 (iv) Consult, solicit, hire, attempt to hire, or encourage any former employee of Company who, at the time of the
termination of Employee’s employment, has been away from Company for less than six (6) months, to accept employment with any person, firm, corporation, or other business entity that competes, directly or indirectly, with Company or the
Business or for the sale or provision of services or products of the same kind or nature as those offered for sale by Company. 
 (c) As used
in Section 9(b) above, the term “Existing Customer” shall mean any actual customer of Company that (i) Employee solicits or has contact with during the period of Employee’s employment; or (ii) Employee knows to have
been solicited or contacted by or on behalf of Company during the twelve (12) month period prior to the termination of Employee’s employment. The term “Prospective Customer” shall mean any prospective customer of Company that
(i) Employee solicits or has contact with during the period of Employee’s employment; (ii) Employee knows to have been solicited or contacted by or on behalf of Company during the twelve (12) month period prior to the termination
of Employee’s employment; or (iii) Employee knows to have been so identified in any marketing report, business plan, or other plan or report of Company, regardless of whether such customer consummates or completes a business transaction
with Company. 
 10. Reasonableness of Restrictions. Employee represents and warrants that she has carefully read and
considered the provisions of Sections 8 (Nondisclosure of Confidential Information) and 9 (Covenants Against Competition) above, and, having done so, agrees that such restrictions (including, but not limited to, any time periods and/or geographical
areas of restriction) are fair and reasonable and are reasonably required for the protection of the interests of Company and its officers, directors, shareholders and other employees. Notwithstanding the foregoing, in the event any of the provisions
of Sections 8 (Nondisclosure of Confidential Information) or 9 (Covenants Against Competition) above shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless
continue to be valid and enforceable as though the invalid or unenforceable parts had not been included herein. In the event any of the provisions of Sections 8 (Nondisclosure of Confidential Information) or 9 (Covenants Against Competition) above
relating to the time periods, geographic areas and/or related aspects of the restrictions set forth therein shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the
time periods, geographical areas or other aspects thereof deemed reasonable and enforceable by such court shall become and thereafter be the maximum restriction in such regard, and the restrictions shall remain enforceable to the fullest extent
deemed reasonable by such court. 
 11. Inventions and Non-Disclosure. 
 (a) Company shall have the sole and exclusive right, title and interest in and to all “Innovations,” which, for the purposes hereof, shall mean
all innovations, discoveries, ideas, information, inventions, methods, processes, products, techniques, designs, devices, technology, derivative works, works of authorship, and improvements thereto and physical manifestations thereof (whether or not
patentable, protected by copyright, suitable for adoption as trademark or otherwise) that are acquired, conceived, created, developed, or reduced to practice in whole or in part by Employee (either alone or with others) during the course of his
employment 

  


									
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with Company (including Employee’s employment, if any, by Company or any predecessor entity prior to the date hereof) that (i) relate in any way to
the Business, or (ii) result in any way from the performance by Employee of her duties and responsibilities hereunder. Employee shall promptly and fully disclose all Innovations to Company in writing. Except to the extent expressly authorized
by Company, Employee shall treat all Innovations as Confidential Information. 
 (b) Employee agrees to assign and hereby assigns to Company
(and/or its designee) all of the Employee’s right, title and interest in and to any and all Innovations. Any and all assignments under this Section 11(b) shall be self-executing. Employee shall, at the request of Company and without
additional compensation, take such further actions (including, without limitation, the provision of assistance in preparing and prosecuting all applications, registration forms, and other documents relating to the acquisition or maintenance of
copyrights, trademarks, service marks, and/or patents in the United States or other countries, and the provision of such other assistance as may be requested by Company in connection with any legal proceedings involving Innovations) and execute and
deliver such other and further instruments (including, without limitation, applications, registration forms, and other documents relating to the acquisition or maintenance of copyrights, trademarks, service marks, and/or patents in the United States
or other countries) as Company, in its sole discretion, deems necessary to secure, perfect, and maintain Company’s (and/or its designee’s) sole and exclusive right, title, and interest in and to any and all Innovations. 
 12. Remedies for Breach. Employee acknowledges and agrees that the services Employee has or will render to Company are extraordinary and
unique and that, accordingly, the injury Company would suffer in the event of a breach or threatened breach by Employee of this Agreement would be irreparable injury, not adequately compensated by monetary damages alone. Employee therefore agrees
that in the event of any breach or threatened or intended breach of this Agreement by Employee, in addition to any other remedies at law or equity available to Company (which in no way are hereby limited), Company shall be entitled to injunctions,
both temporary and permanent, enjoining and restraining such breach or threatened or intended breach, and Employee hereby consents to the issuance thereof by any court of competent jurisdiction without bond. Company may further assert such claims as
it might have against Employee for actual, incidental, consequential, punitive and other damages resulting from the breach of this Agreement. If Company prevails in whole or in part in any such action, Employee shall be liable to Company for all
reasonable costs, expert witness fees, and attorney’s fees that Company incurs in connection with seeking such legal or equitable relief. 
 13. Termination of Employment. 
 (a) Termination because of Death or Disability. This Agreement and
Employee’s employment with Company will terminate for the following reasons and as described below: 
 (i) In the event
the Employee shall be evaluated by a physician selected by the Employee and a physician selected by the Company as being permanently and totally disabled and unable to perform the essential functions of his duties hereunder by virtue of illness or
physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the manner and to the extent performed prior to the commencement of such disability (all such causes being referred to as “disability’) and
the Employee shall fail to perform such duties for periods aggregating ninety (90) days (inclusive of non-business days), whether or not continuous, in any continuous period of one hundred and eighty (180) days, the Company shall have the
right to terminate the Employee’s employment hereunder as at the end of any calendar month during the continuance of such disability upon at least ten (10) days prior written notice to her. Nothing contained herein is intended to nullify
or diminish the Employee’s rights under, and this paragraph 13(a)(i) is subject to, the Americans with Disabilities Act of 1990 and the Family and Medical Leave Act of 1993, as such Acts may be amended from time to time. 
  


									
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 (ii) The employment of the Employee with the Company shall terminate on the date of the
Employee’s death. 
 (b) Termination by Employee for Good Reason. This Agreement and Employee’s employment with
Company may be terminated by Employee at any time for Good Reason (as hereinafter defined). As used in this Section 13(b), the term “Good Reason” shall mean the occurrence of any of the following conduct of the Company without
Employee’s written consent: 
 (i) the duties and authority of Employee are materially reduced or diminished; 

(ii) a more than de minimus decrease in the value to Employee of Employee’s compensation (other than performance based
compensation) and benefits (other than as a result of changes in benefit plans affecting Company’s employees generally) hereunder without her consent which is not cured by the Company within fourteen (14) days after written notice from
Employee; 
 (iii) relocation of Employee’s principal workplace to a location that is more than 50 miles from its current
location without Employee’s written consent; 
 (iv) failure of the Company to make any payment of base salary within
fourteen (14) days of when due to Employee; or 
 (v) Company breaches in any material respect any term of this Agreement
not involving the base salary and fails to cure such breach within thirty (30) days of receipt of written notice of such breach from Employee, or such longer period of time as may reasonably be required to cure such breach. 
 For purposes of the definition of “Good Reason,” any isolated, insubstantial, and inadvertent action not taken in bad faith
which is remedied by Company promptly after receipt of written notice thereof from Employee shall not be deemed to be a “Good Reason.” 
 (c) Termination by Company for Cause. This Agreement and Employee’s employment with Company may be terminated by Company at any time for Cause (as hereinafter defined). As used in this Section 13(c), the term
“Cause” shall mean: 
 (i) the commission by Employee of any act of fraud against, or embezzlement or willful
misappropriation from, the Company; 
 (ii) the commission by Employee of a criminal act or felony or a plea of guilty or
nolo contendre to a felony (other than motor vehicle offenses which do not impair Employee’s ability to perform his duties or so-called “strict liability crimes”), provided that the reputation and good will of the Company are
materially and negatively affected by such criminal act; provided, however, that the employment and compensation of Employee may be suspended until a final judgment is rendered in Employee’s favor (and such suspension shall not be
deemed a termination of employment for the purpose of this Agreement unless and until a judgment is rendered against Employee or Employee enters a plea of guilty or nolo contendre), at which time Employee shall be reinstated in full and shall
be paid all suspended compensation normally payable during such suspension period; 
  


									
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 (iii) Employee’s gross negligence or gross dereliction of duty in the performance of
her obligations under this Agreement, except those obligations set forth in Section 8 (Nondisclosure of Confidential Information), Section 9 (Covenants Against Competition), or Section 14 (Contractual Obligations to Former Employers),
which continues after written notice from Employer and a thirty (30) day period to cure, provided however, that if the violation is one which by its nature is incapable of being cured, written notice of the violation to the
Employee will establish “Cause” under this definition; 
 (iv) Employee’s having breached the provisions of
Section 8 (Nondisclosure of Confidential Information), Section 9 (Covenants Against Competition), or Section 14 (Contractual Obligations to Former Employers) hereof; 
 (v) Employee’s habitual use of alcohol interfering with the performance of the Employee’s obligations under this Agreement, or
use of illegal drug(s); 
 (vi) the violation by Employee of a written policy of Company applicable to all Company Employees
and/or which has been disclosed to Employee by Company, including but not limited to the Company’s Code of Ethics, which violation continues for thirty (30) days after written notice of violation from Company to Employee, provided
however, that if the violation is one which by its nature is incapable of being cured, written notice of the violation to the Employee will establish “Cause” under this definition; or 
 (vii) the conversion, wrongful disclosure or misappropriation by Employee of (1) intellectual property of the Company as to which the
Company has demonstrated to Employee reasonable efforts to maintain confidentiality or (2) of other property of the Company, including material violations of Section 8 (Nondisclosure of Confidential Information), Section 9 (Covenants
Against Competition) or Section 14 (Contractual Obligations to Former Employers) hereof. 
 (d) Termination by Employee for
Convenience. During the Term of this Agreement, Employee may terminate this Agreement and her employment for convenience upon not less than sixty (60) days’ prior written notice to the Company. 
 (e) Termination by Company for Convenience. During the Term of this Agreement, Company may terminate this Agreement and Employee’s
employment for convenience upon not less than sixty (60) days’ prior written notice to Employee. 
 (f) Non-renewal of
Agreement by Company. After the initial three (3) year term and after any successive term, this Agreement and the Employee’s employment will not automatically renew for successive one (1) year terms if the Company gives
written notice of such non-renewal upon not less than sixty (60) days’ prior written notice to the Employee. 
 (g)
Non-renewal of Agreement by Employee. After the initial three (3) year term and after any successive term, this Agreement and the Employee’s employment will not automatically renew for successive one (1) year terms if
the Employee gives written notice of such non-renewal upon not less than sixty (60) days’ prior written notice to the Company. 
 (h) Termination by Company in Connection with Change in Control. This Agreement and Employee’s employment will be deemed terminated in connection with a “Change in Control” (as defined below) if at the effective
time of, or any time within eighteen (18) months following, a Change in Control, either: (i) Employer terminates Employee’s employment pursuant to Section 13(e) (Termination by Company for Convenience) or Section 13(f)
(Non-renewal of Agreement by Company), or (ii) Employee terminates Employee’s employment pursuant to Section 13(b) (Termination by Employee for Good Reason). “Change in Control” means the occurrence of any of the events set
forth in any one of the following paragraphs: 
 (i) The Company is merged or consolidated or reorganized into or with another
company or other legal entity, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then outstanding securities of such resulting company or entity immediately after such
transaction is held directly or indirectly in the aggregate by the holders of voting securities of the Company immediately prior to such transaction, including voting securities issuable upon the exercise or conversion of options, warrants or other
securities or rights; or 
  


									
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 (ii) The Company sells or otherwise transfers all or substantially all of its assets to
another company or other legal entity, and as a result of such sale or other transfer of assets, less than a majority of the combined voting power of the then outstanding securities of such company or other entity immediately after such sale or
transfer is held directly or indirectly in the aggregate by the holders of voting securities of the Company immediately prior to such sale or transfer, including voting securities issuable upon exercise or conversion of options, warrants or other
securities or rights; or 
 (iii) Approval by the stockholders of the Company of a complete liquidation or dissolution of the
Company; or 
 (iv) An acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either the then outstanding shares (“Outstanding
Company Stock”), or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (“Outstanding Company Voting Securities”), excluding, however, the
following: (A) any acquisition directly from the Company other than the acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (B) any
acquisition by the Company or any of its subsidiaries, or (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries; or 
 (v) Approval by the Board of Directors of the Company of a resolution that a Change in Control has occurred. 
 Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred (A) by virtue of the consummation of any transaction or series
of integrated transactions immediately following which the recordholders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions, or (B) upon conversion of the Company’s Series A Convertible Preferred Stock or the exercise of the common
stock warrants issued in connection therewith. 
 (i) Accrued Salary and Benefits. Upon the termination or non-renewal of this
Agreement and Employee’s employment, accrued salary and benefits will be paid as follows when the termination or non-renewal occurs for the following reasons: 
 (i) in the event of a termination because of the death or disability of Employee as set forth in Section 13(a), the Employee shall be
entitled to receive when otherwise payable, all salary earned but unpaid as of the date of termination; any unpaid reimbursable expenses outstanding as of such date; and any benefits to which the Employee or her beneficiaries may be entitled under
the plans and programs described in Sections 3(b) and (d) hereof as determined in accordance with the terms of such plans and programs; 
  


									
		 		  		  		  	 /s/ N.K.H.

		 		  		  		  	 N.K.H.
 (initial)


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 (ii) in the event of a termination by Employee for Good Reason as set forth in
Section 13(b), or by the Company for Convenience as set forth in Section 13(e), the Employee shall be entitled to receive when otherwise payable, all salary earned but unpaid as of the date of termination; any unpaid reimbursable expenses
outstanding as of such date; any benefits to which the Employee or her beneficiaries may be entitled under the plans and programs described in Sections 3(b) and (d) hereof as determined in accordance with the terms of such plans and programs;
and one hundred seventy-five (175%) percent of Employee’s Base Salary, less required withholdings and deductions, paid in equal monthly installments for twelve (12) months beginning the month following the date of termination;

 (iii) in the event of a termination by Company for Cause as set forth in Section 13(c), or by Employee for Convenience
as set forth in Section 13(d), the Employee shall be entitled to receive when otherwise payable, all salary earned but unpaid as of the date of termination; any unpaid reimbursable expenses outstanding as of such date; and any benefits to which
the Employee or her beneficiaries may be entitled under the plans and programs described in Sections 3(b) and (d) hereof as determined in accordance with the terms of such plans and programs; 
 (iv) in the event of a non-renewal of the Agreement by Company as set forth in Section 13(f), the Employee shall be entitled to
receive when otherwise payable, all salary earned but unpaid as of the date of termination; any unpaid reimbursable expenses outstanding as of such date; any benefits to which the Employee or her beneficiaries may be entitled under the plans and
programs described in Sections 3(b) and (d) hereof as determined in accordance with the terms of such plans and programs; and one hundred seventy-five (175%) percent of Employee’s Base Salary, less required withholdings and
deductions, paid in equal monthly installments for twelve (12) months beginning the month following the date of termination; 
 (v) in the event of a non-renewal of the Agreement by Employee as set forth in Section 13(g), the Employee shall be entitled to receive when otherwise payable, all salary earned but unpaid as of the date of termination; any unpaid
reimbursable expenses outstanding as of such date; any benefits to which the Employee or her beneficiaries may be entitled under the plans and programs described in Sections 3(b) and (d) hereof as determined in accordance with the terms of such
plans and programs; seventy-five (75%) percent of Employee’s Base Salary, less required withholdings and deductions, paid in equal monthly installments for twelve (12) months beginning the month following the date of termination; or

 (vi) in the event of a termination of the Agreement in connection with a Change in Control as set forth in
Section 13(h), the Employee shall be entitled to receive when otherwise payable, all salary earned but unpaid as of the date of termination; any unpaid reimbursable expenses outstanding as of such date; any benefits to which the Employee or her
beneficiaries may be entitled under the plans and programs described in Sections 3(b) and (d) hereof as determined in accordance with the terms of such plans and programs; and two hundred seventy-five (275%) percent of Employee’s Base
Salary, less required withholdings and deductions, paid in equal monthly installments for twelve (12) months beginning the month following the date of termination. 
 (j) Survival. The provisions of Sections 6 (Company Records and Property), 8 (Nondisclosure of Confidential Information), 9 (Covenants Against Competition), 10 (Reasonableness of Restrictions), 11
(Inventions and Non-Disclosure), 12 (Remedies), 14 (Contractual Obligations to Former Employers), 15 (Arbitration), and 16 (Miscellaneous) hereof, and any other provisions hereof which by their nature should survive, shall survive any termination of
this Agreement. 
  


									
		 		  		  		  	 /s/ N.K.H.

		 		  		  		  	 N.K.H.
 (initial)


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 14. Contractual Obligations to Former Employers. Employee represents and warrants to
Company that (a) Employee has not previously assumed or undertaken any obligation to any person, firm, corporation or other business entity inconsistent with Employee’s employment by Company or the performance of Employee’s duties and
responsibilities as an employee of Company; (b) Employee’s employment by Company does not violate any previous employment agreement or other contractual obligation of Employee in any way; (c) Employee has not and will not bring with
Employee to Company, or use in the performance of Employee’s duties and responsibilities as an employee of Company, any materials, documents or proprietary information of a former employer that are not generally available to the public, unless
Employee has obtained express, written authorization from such former employer to do so; and (d) Employee has delivered to Company a true and correct copy of any employment, confidentiality, noncompetition, nonsolicitation, or similar agreement
to which Employee is a party with any such former employer that remains or may remain in effect as of the date of this Agreement. Employee hereby agrees to indemnify, defend, and hold harmless Company from and against any and all claims, demands,
losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) asserted against or incurred by Company, which arise directly or indirectly from, as a result of, or in connection with the non-fulfillment or
breach of any of the representations and warranties contained in this Section 14. 
 15. Agreement to Arbitrate. Except as
otherwise provided in paragraphs 12 or 15(a), the Company and Employee hereby consent to the resolution by private, binding arbitration (not conducted by or through the American Arbitration Association or any similar body) of all claims or
controversies for which a court otherwise would be authorized by law to grant relief, in any way arising out of, relating to, or associated with the Employee’s employment with or termination from the Company (“Claims”) in accordance
with the provisions of the South Carolina Uniform Arbitration Act, S.C. Code Ann. § 15-48-10 et seq., and the Federal Arbitration Act, 9 U.S.C. § 1 et seq. This clause shall apply to any claim or controversy
that the Company may have against the Employee or that the Employee may have against the Company or against its officers, directors, employees, or agents in their capacity as such or otherwise. The Claims covered by this Agreement to Arbitrate
include, but are not limited to, Claims for wages or other compensation due; Claims for breach of any contract or covenant, express or implied, except as is excluded in the following paragraph; tort Claims, Claims for wrongful discharge, Claims for
discrimination including, but not limited to, discrimination based on race, sex, gender, sexual harassment, religion, national origin, age, marital status, handicap, disability, or medical condition; Claims for benefits, except as excluded in the
following paragraph; and any Claims for violation of any federal, state, or other governmental constitution, statute, ordinance, or regulation. 
 (a) This Agreement to Arbitrate does not apply to or cover Claims for workers compensation benefits or compensation; Claims for unemployment compensation benefits; any Claim of any insured or beneficiary under any insurance policy or
annuity contract; Claims by the Company for injunctive and/or other equitable relief for unfair competition, breach of Employee’s covenants not to compete, and/or the use and/or unauthorized disclosure of confidential information, which may be
asserted at the option of the Company in arbitration or in litigation in federal or state court; and Claims based upon any pension or benefit plan that contains an arbitration or other non-judicial dispute resolution procedure, in which such case
the provision of such plan shall apply. 
 (b) Any arbitration brought under this Agreement shall be commenced by a party with the serving of
a demand for arbitration on the other party. Such private arbitration shall be binding and conducted in accordance with the National Rules for the Resolution of Employment Disputes in effect at the time the arbitration is commenced as published by
the American Arbitration Association. Each party agrees that it or she will pay its or her share of costs and its or her own attorney’s fees. 
 (c) The arbitration shall be conducted in Greenville, South Carolina, before an arbitrator selected in accordance with the above AAA Rules. The decision of the arbitrator shall be final and binding. 
  


									
		 		  		  		  	 /s/ N.K.H.

		 		  		  		  	 N.K.H.
 (initial)


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 16. Miscellaneous. 
 (a) Recitals Part of Agreement. The recitals on the first page of this Agreement are incorporated herein and made a part of hereof with the
same force and effect as if same were herein repeated fully and at length. 
 (b) Notices. Any notices to be given hereunder by
either party to the other shall be in writing and may be effected either by personal delivery, private courier, or certified mail, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses set
forth below, but each party may change his or its address by written notice in accordance with this Section 16(b). Notices delivered personally shall be deemed communicated as of actual receipt. Private courier deliveries or mailed notices
shall be deemed communicated as of delivery to a private courier or mailing. 
  

			
	If to Company:	  	Computer Software Innovations, Inc.
		  	1661 East Main Street, Suite A
		  	Easley, South Carolina 29642
		  	Attention: David B. Dechant, Chief Financial Officer
		
		  	With a copy to:
		  	William L. Pitman, Esq.
		  	Smith Moore Leatherwood LLP
		  	300 East McBee Avenue, Suite 500
		  	Greenville, SC 29601
		
	If to Employee:	  	Nancy K. Hedrick
		
		  	or such other address as provided by Employee.

 (c) No Waiver. A party’s failure to insist on compliance or enforcement of any
provision of this Agreement shall not affect the validity or enforceability or constitute a waiver of any rights or remedies such party may have under this Agreement. 
 (d) Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns; provided, however, that
the rights and benefits of Employee under this Agreement shall not be assigned by Employee without prior written consent of Company. Company shall have the right to assign its rights and benefits under this Agreement without Employee’s consent.

 (e) Amendment. This Agreement may be amended at any time by mutual consent of the parties hereto, with any such amendment to
be invalid unless in writing and signed by Company and Employee. 
 (f) Governing Law and Venue. This Agreement shall in all
respects be subject to and governed by the laws of the State of South Carolina, without reference to its conflicts of law rules. All disputes or claims arising under the Agreement, which are not resolved by arbitration, shall be filed and resolved
by a federal or state court in Greenville County, South Carolina. The parties agree to the jurisdiction and venue of the federal or state courts of Greenville County, South Carolina for resolution of any disputes or claims arising under this
Agreement which are not resolved by arbitration. 
  


									
		 		  		  		  	 /s/ N.K.H.

		 		  		  		  	 N.K.H.
 (initial)


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 (g) Severability. The invalidity or unenforceability of any provision in this Agreement
shall not in any way affect the validity or enforceability of any other provision and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had never been in this Agreement. 
 (h) Headings. The Section headings are for convenience only and shall not affect the meaning of the provisions contained in this Agreement.

 (i) Counterparts. This Agreement may be executed by either of the parties hereto in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 (j) Entire Agreement.
This Agreement and any Exhibits attached hereto (all of which are incorporated herein by reference) constitute the entire agreement and understanding by and between Employee and Company with respect to the subject matter hereof and supersede all
prior oral or written communications, proposals, representations, warranties, covenants, understandings or agreements between Employee and Company relating to the subject matter of this Agreement. 
 THE OPPORTUNITY TO REVIEW THIS AGREEMENT AND HAVE THIS AGREEMENT REVIEWED BY AN ATTORNEY/LAWYER PRIOR TO ITS EXECUTION HAS BEEN MADE AVAILABLE TO
EMPLOYEE. EMPLOYEE ACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS THE TERMS OF THIS AGREEMENT. 
 IN WITNESS WHEREOF, Company and
Employee have duly executed this Agreement as of the day and year first above written. 
  

			
	COMPUTER SOFTWARE INNOVATIONS, INC.
		
	By:	 	 /s/ David B. Dechant

		 	David B. Dechant
		 	Chief Financial Officer
	
	EMPLOYEE
	
	 /s/ Nancy K. Hedrick

	Nancy K. Hedrick


  


									
		 		  		  		  	 /s/ N.K.H.

		 		  		  		  	 N.K.H.
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 EXHIBIT A 
 NONQUALIFIED STOCK OPTION AGREEMENT 
 WHEREAS, Nancy K. Hedrick (“Optionee”) is an
employee of Computer Software Innovations, Inc. (the “Company”); and 
 WHEREAS, the execution of a stock option agreement in the
form hereof (this “Agreement”) has been authorized to establish and evidence the principal terms and conditions applicable to an option grant described in Optionee’s Employment Agreement with the Company dated March 1, 2009 and
made to Optionee on                          , 2009 (“Date of Grant”) pursuant to authorization by a resolution of the
Compensation Committee of the Company’s Board of Directors (the “Committee”) that was duly adopted on                     
    , 2009; and 
 WHEREAS, the option granted to Optionee by resolution of the Committee, on the terms set forth herein,
is intended to be a nonqualified stock option and shall not be treated as an “incentive stock option” within the meaning of that term under Section 422 of the Internal Revenue Code of 1986, as amended. 
 NOW, THEREFORE, pursuant to the Company’s 2005 Incentive Compensation Plan, as in effect on the date hereof (the “Plan”), and subject to
the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company hereby grants to Optionee a nonqualified stock option (the “Option”) to purchase 50,000 shares of the Company’s common stock, par value
$0.001 per share (“Common Stock”), at an exercise price per share of Common Stock equal to $            , such price being the Common Stock’s fair market value on the Date of
Grant, as such value is determined pursuant to the terms of the Plan (the “Option Price”). 
 1. Vesting of Option.
(a) Unless terminated as hereinafter provided, the Option shall become exercisable (or “vest”) with respect to all shares of Common Stock covered hereby on March 1, 2010, so long as Optionee remains in the continuous employ of
the Company prior to such vesting date. 
 (b) Notwithstanding the provisions of Section 1(a), the Option shall become immediately and
fully exercisable if Optionee (i) dies or becomes disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or (ii) retires from employment with the Company at or after age 65 or at an earlier age with
the Committee’s consent. 
 (c) To the extent that the Option shall have become exercisable in accordance with the terms of this
Section 1, it may be exercised in whole or in part from time to time thereafter. 
 2. Termination of Option. The Option shall
terminate automatically and without further notice on the earliest of the following dates: 
  

	 	(a)	Ninety days after the date on which Optionee ceases to be an employee of the Company for any reason other than death or disability or retirement at or after age 65 or at an earlier
age with the Committee’s consent; 

  


									
		 		  		  		  	 /s/ N.K.H.

		 		  		  		  	 N.K.H.
 (initial)


 15 









	 	(b)	One year after the date on which Optionee ceases to be an employee of the Company by reason of death or disability or retirement at or after age 65 or at an earlier age with the
Committee’s consent; or 

  

	 	(c)	Ten years after the Date of Grant; 

 provided, however, that if
Optionee commits an act that the Committee determines to have been intentionally committed and detrimental to the interests of any of the Company or a subsidiary of the Company and such act was determined by the Committee to have violated either
applicable law or the Company’s code of ethics, then the Option shall terminate on the date of those determinations notwithstanding any of the foregoing provisions of this Section 2. 
 3. Payment of Option Price and Tax Withholding. The Option Price and any required tax withholding shall be payable (a) in cash in the form of
currency, check or other cash equivalent acceptable to the Company; (b) for only the Option Price, by actual or constructive transfer to the Company of non-forfeitable, non-restricted shares of Common Stock that have been owned by
Optionee for at least six months prior to the date of exercise; or (c) by any combination of the payment methods described in these Sections 3(a) and 3(b). Non-forfeitable, non-restricted shares of Common Stock that are transferred by Optionee
in payment of all or any part of the Option Price shall be valued on the basis of their fair market value as of the day preceding the exercise date, as such value is determined pursuant to the Plan. The requirement of payment in cash shall be deemed
satisfied if Optionee makes arrangements satisfactory to the Company with a broker that is a member of the National Association of Securities Dealers, Inc. (or any such successor organization) to sell a sufficient number of shares of Common Stock,
which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price and tax withholding, and pursuant to which the broker undertakes to deliver to the
Company the amount of the aggregate Option Price and tax withholding not later than the date on which the sale transaction will settle in the ordinary course of business. 
 4. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable United States federal and state securities laws, as well as foreign laws, where applicable; provided,
however, notwithstanding any other provision of this agreement, the Option shall not be exercisable if the exercise thereof would result in a violation of any such law. 
 5. Transferability and Exercisability. Neither the Option nor any interest therein may be transferred by Optionee except by will, by the laws of
descent and distribution, or as otherwise permitted by the Plan. Except as otherwise permitted by the Plan, the Option 

  


									
		 		  		  		  	 /s/ N.K.H.

		 		  		  		  	 N.K.H.
 (initial)


 16 








 
may not be exercised during Optionee’s lifetime except by Optionee or, in the event of Optionee’s legal incapacity, by Optionee’s guardian or
legal representative acting on Optionee’s behalf in a fiduciary capacity under state law and court supervision. 
 6.
Adjustments. The Committee shall make any adjustments in the Option Price and the number or kind of shares of stock or other securities covered by the Option that the Committee determines to be equitably required in order to prevent any
dilution or expansion of Optionee’s rights under this Agreement that otherwise would result from any (a) stock dividend, stock split, combination of shares, recapitalization or other change in the Company’s capital structure;
(b) merger, consolidation, separation, reorganization or partial or complete liquidation involving the Company; or (c) other transaction or event having an effect similar to any of those referred to in these Sections 6(a) or 6(b).

 7. Withholding Taxes. If the Company is required to withhold any United States federal, state, local or foreign income, social or
other tax in connection with any exercise of the Option, Optionee shall pay the tax or make provisions satisfactory to the Company for the payment thereof concurrent with the payment of the Option Price. 
 8. Right to Terminate Employment and Adjust Compensation. No provision of this Agreement shall limit in any way whatsoever any right that the
Company may otherwise have to terminate the employment or to adjust the compensation of Optionee at any time. 
 9. Relation to Other
Benefits. Any economic or other benefit to Optionee under this Agreement or the Plan shall not be taken into account in determining any benefits to which Optionee may be entitled under any profit-sharing, retirement or other benefit or
compensation plan maintained by the Company, and it shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering the Company’s employees. 
 10. Amendments. Any amendment to the Plan effected after the date hereof shall be deemed to be an amendment to this Agreement to the extent that
the amendment is applicable hereto; provided, however, that no such amendment shall adversely affect Optionee’s rights with respect to the Option without Optionee’s consent. 
 11. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable. 
 12. Governing Law. This Agreement is made under, and shall be construed in accordance with, the laws of the State of Delaware. 
  


									
		 		  		  		  	 /s/ N.K.H.

		 		  		  		  	 N.K.H.
 (initial)


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 13. Capitalized Terms. Capitalized terms that are used but not defined herein shall have the
definitions as set forth in the Plan. 
 14. Data Privacy Consent. As a condition of the grant of the Option, Optionee consents to the
collection, use and transfer of personal data as described in this Section 14. Optionee understands that the Company holds certain personal information about Optionee, including Optionee’s name, home address and telephone number, date of
birth, social security or identity number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or
outstanding in Optionee’s favor, for the purpose of managing and administering the Plan (“Data”). Optionee further understands that the Company or its subsidiaries will transfer Data amongst themselves as necessary for the purpose of
implementation, administration and management of Optionee’s participation in the Plan, and that the Company or its subsidiaries may each further transfer Data to any third party assisting the Company in the implementation, administration and
management of the Plan. Optionee understands that these third party recipients may be located in the European Economic Area, or elsewhere, such as the United States or Asia. Optionee authorizes these third party recipients to receive, possess, use,
retain and transfer the Data in electronic or other form, for the purpose of implementing, administering and managing Optionee’s participation in the Plan, including upon any requisite transfer to a broker or other third party with whom
Optionee may elect to deposit any shares of stock acquired upon exercise of the Option, such Data as may be required for the administration of the Plan or the subsequent holding of shares of stock on Optionee’s behalf. 
 15. Notice. Any notice or other communication given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed by
United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses: 
  

			
	If to the Company:	  	Computer Software Innovations, Inc.
		  	Attn: David B. Dechant
		  	Chief Financial Officer
		  	Computer Software Innovations, Inc.
		  	900 East Main Street, Suite T
		  	Easley, SC 29640
		  	Telephone: (864) 770-2704
		  	Facsimile: (864) 770-2804
		  	E-mail: ddechant@csioutfitters.com
		
	If to Optionee:	  	Nancy K. Hedrick
		  	Chief Executive Officer
		  	Computer Software Innovations, Inc.
		  	900 East Main Street, Suite T
		  	Easley, SC 29640
		  	Telephone: (864) 770-2708
		  	Facsimile: (864) 770-2808
		  	E-mail: nhedrick@csioutfitters.com

  


									
		 		  		  		  	 /s/ N.K.H.

		 		  		  		  	 N.K.H.
 (initial)


 18 








 Any such notice shall be deemed to have been given (a) three (3) days following the date of postmark, in the
case of notice by mail, or (b) on the date of delivery, if delivered in person. 
 16. Fractional Shares. Fractional shares shall
not be issuable hereunder, and when any provisions hereof may entitle the Optionee to a fractional share such fraction shall be disregarded. 
 17. Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall
mean the Plan as in effect on the date hereof. 
 18. Optionee Bound by the Plan. Optionee hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by all of the terms and conditions thereof. 
 [SIGNATURES ON FOLLOWING PAGE] 
  


									
		 		  		  		  	 /s/ N.K.H.

		 		  		  		  	 N.K.H.
 (initial)


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 IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on its behalf. 
  

			
	COMPUTER SOFTWARE INNOVATIONS, INC.
		
	By:	 	  

		 	David B. Dechant
	Its:	 	Chief Financial Officer
		
	Date:	 	


 The undersigned Optionee hereby acknowledges receipt of an executed original of this
Agreement and accepts the Option granted hereunder, subject to the terms and conditions of the Plan and the terms and conditions of this Agreement. 
  

	
	NANCY HEDRICK
	
	  

	Optionee Signature
	
	Date: 


  


									
		 		  		  		  	 /s/ N.K.H.

		 		  		  		  	 N.K.H.
 (initial)


 20