0001144204-07-059632 Sample Contracts

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 9th, 2007 • Sti Group Inc • Services-computer integrated systems design

This Amendment No. 1 to Securities Purchase Agreement, dated as of November 6, 2007, shall serve to amend (a) the Securities Purchase Agreement, dated as of December 15, 2006, by and among STI Group, Inc. (formerly, Financial Systems Group, Inc.), a Delaware corporation with its headquarters located at 30950 Rancho Viejo Rd #120, San Juan Capistrano, CA 92675, and each of the Buyers set forth therein, as heretofore amended (the “Agreement”), (b) the Callable Secured Convertible Notes issued thereunder, and (c) the Registration Rights Agreement entered into pursuant thereto. Capitalized terms used, but not defined, herein have the respective meanings set forth in the Agreement.

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