VOTING AGREEMENT

 

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                                                                     EXHIBIT 2.5

 

                                VOTING AGREEMENT

 

      This Voting Agreement (this "AGREEMENT") is made and entered into as of

September 30, 2004 by and among VENTURI PARTNERS, INC., a Delaware corporation

(the "COMPANY"), and MatlinPatterson Global Opportunities Partners, L.P. (the

"Stockholder")

 

                             PRELIMINARY STATEMENTS

 

      The Company, VTP, Inc., Venturi Technology Partners, LLC, Comsys

Information Technology Services, Inc., Comsys Holding, Inc. and certain

stockholders of Comsys Holding, Inc. have entered into an Agreement and Plan of

Merger dated as of July 19, 2004 (as the same may be amended from time to time,

the "MERGER AGREEMENT"), pursuant to which, upon the terms and subject to the

conditions thereof, VTP, Inc. will be merged with and into Comsys Holding, Inc.

and Comsys Holding, Inc. will be the surviving entity (the "MERGER").

 

      As a condition to the consummation of the transactions contemplated by the

Merger Agreement, Comsys Holding, Inc. has required that the Company and the

Stockholder, and the Company and the Stockholder are willing to, enter into this

voting agreement with respect to nominations to the board of directors of the

Company at and after the effectiveness of the Merger.

 

      Capitalized terms used but not defined herein have the meanings given in

the Merger Agreement.

 

      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, agree as follows:

 

                             STATEMENT OF AGREEMENT

 

                                    ARTICLE I

                                   DEFINITIONS

 

      Section 1.1. Definitions.

 

      "AFFILIATE" has the meaning set forth in Rule 12b-2 of the regulations

promulgated under the Securities Exchange Act of 1934, as amended, and the rules

and regulations of the Securities and Exchange Commission thereunder, all as the

same shall be in effect at the time.

 

      "AGREEMENT" has the meaning given in the preamble to this Agreement.

 

      "BOARD OF DIRECTORS" means the board of directors of the Company.

 

      "COMMON STOCK" means the common stock of the Company now or hereafter

authorized to be issued.

 

      "COMPANY" has the meaning given in the preamble to this Agreement.

 

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      "DIRECTOR" means a member of the Board of Directors.

 

      "MERGER" has the meaning given in the preliminary statements to this

Agreement.

 

      "MERGER AGREEMENT" has the meaning given in the preliminary statements to

this Agreement.

 

      "NOMINATING COMMITTEE" means the Nominating Committee of the Board of

Directors established pursuant to and in accordance with the Bylaws of the

Company as in effect from time to time.

 

      "SHARES" means shares of Common Stock.

 

      "SPECIAL VOTING PERIOD" means the period commencing immediately after the

Effective Time (as defined in the Certificate of Incorporation) and ending on

the third anniversary of the Effective Time.

 

      "STOCKHOLDER" means MatlinPatterson Global Opportunities Partners, L.P.

 

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

 

      Section 2.1. Representations and Warranties of the Company. The Company

hereby represents and warrants to the other parties hereto as follows: The

Company has all requisite corporate power and authority to enter into this

Agreement and to consummate the transactions contemplated hereby. The execution

and delivery by the Company of this Agreement, and the consummation by the

Company of the transactions contemplated hereby, have been duly authorized by

all necessary corporate action on the part of the Company. This Agreement has

been duly executed and delivered by the Company and constitutes a valid and

binding obligation of the Company, enforceable against the Company in accordance

with its terms. No consent, approval, order or authorization of, or

registration, declaration or filing with, any court, administrative agency or

commission or other governmental authority or instrumentality, domestic or

foreign, is required by, or with respect to, the Company in connection with the

execution and delivery of this Agreement by the Company or the consummation by

the Company of the transactions contemplated hereby. The execution and delivery

of this Agreement by the Company and the consummation of the transactions

contemplated hereby by the Company does not conflict with, or result in a breach

of, any law or regulation of any governmental authority applicable to the

Company or any material agreement to which the Company is a party.

 

      Section 2.2. Representations and Warranties of the Stockholder. The

Stockholder hereby represents and warrants to the Company as follows:

 

            (a) Authority. The Stockholder has all requisite corporate,

partnership or limited liability company power and authority to enter into this

Agreement and to consummate the transactions contemplated hereby. The execution

and delivery by the Stockholder of this Agreement, and the consummation by the

Stockholder of the transactions contemplated hereby, have been duly authorized

by all necessary corporate, partnership or limited liability company

 

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action on the part of the Stockholder. This Agreement has been duly executed and

delivered by the Stockholder and constitutes a valid and binding obligation of

the Stockholder, enforceable against the Stockholder in accordance with its

terms. No consent, approval, order or authorization of, or registration,

declaration or filing with, any court, administrative agency or commission or

other governmental authority or instrumentality, domestic or foreign, is

required by, or with respect to, the Stockholder in connection with the

execution and delivery of this Agreement by the Stockholder or the consummation

by the Stockholder of the transactions contemplated hereby. The execution and

delivery of this Agreement by the Stockholder and the consummation of the

transactions contemplated hereby by the Stockholder does not conflict with, or

result in a breach of, any law or regulation of any governmental authority

applicable to the Stockholder or any material agreement to which the Stockholder

is a party.

 

            (b) Shares. As of the Effective Time, the Stockholder is the record

and beneficial owner of the number of Shares set forth across from such

Stockholder's name on Schedule 2.2(b).

 

                                   ARTICLE III

                    VOTING OF SHARES; CERTAIN COMPANY ACTIONS

 

      Section 3.1. Voting of Shares; Company Actions.

 

            (a) From and after the date hereof and until the termination of the

Special Voting Period, the Stockholder shall vote all Shares owned or controlled

by such Stockholder, and shall take all other necessary or desirable actions

within such Stockholder's control (including, if permitted, attendance at

meetings in person or by proxy for purposes of obtaining a quorum and, if

permitted, execution of written consents in lieu of meetings), so that the

nominees recommended by the Nominating Committee for election to the Board of

Directors are elected to serve on the Board of Directors, and to otherwise

effectuate the provisions of this Agreement.

 

            (b) From and after the date hereof, the Company shall take all

necessary or desirable actions within its control (including calling special

board and stockholder meetings) to effectuate the provisions of this Agreement.

 

      Section 3.2. Termination of Voting Obligations. From and after the

termination of the Special Voting Period, the provisions of Section 3.1 shall

terminate and be of no further force or effect, and the Stockholder shall

thereafter have no obligation under this Agreement with respect to (i) the

voting of any of its shares of Common Stock or (ii) the taking of any actions

described in Section 3.1 with respect to the composition of the Board of

Directors.

 

                                   ARTICLE IV

                            MISCELLANEOUS PROVISIONS

 

      Section 4.1. Entire Agreement. This Agreement, together with the Schedule

hereto, constitutes the entire agreement and understanding of the parties in

respect of the subject matter hereof and supersedes all prior understandings,

agreements or representations by or among the

 

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parties, written or oral, to the extent they relate in any way to the subject

matter hereof. There are no third party beneficiaries having rights under or

with respect to this Agreement.

 

      Section 4.2. Assignment. Except as provided in this Section 4.2 and in

Section 4.3, no party may assign either this Agreement or any of its rights,

interests or obligations hereunder without the prior written approval of the

other parties. All of the terms, agreements, covenants, representations,

warranties and conditions of this Agreement are binding upon, and inure to the

benefit of and are enforceable by, the parties and their respective successors

and permitted assigns. Notwithstanding the foregoing, the Stockholder may,

without the consent of the Company, assign its rights and obligations her