Unassociated Document


     

    Exhibit
10.29.6

     

    
      
        	 
      	
                February
      10, 2010

              


      

    

     

    ClearPoint
Business Resources, Inc.

    1600
Manor Drive, Suite 110

    Chalfont,
Pennsylvania 18914

     

    
      	
               
      

            	
              Re:

            	
              Default
      Waiver

            


    

     

    Dear
Sirs:

     

    Reference
is made to (i) the Amended and Restated Revolving Credit Agreement dated as of
August 14, 2009 (the “Loan Agreement”) by
and between ComVest Capital, LLC (the “Lender”) and
ClearPoint Business Resources, Inc. (the “Borrower”), (ii) the
Waiver letter dated August 14, 2009 (“Waiver Letter”) by and between the Lender
and the Borrower, with respect to certain Events of Default existing at the date
thereof, and (iii) the Registration Rights dates as of June 20, 2008 (as
amended, the “Registration Rights Agreement”) made by the Borrower for the
benefit of the Lender and all other and/or subsequent Holders ( as such term is
defined in such Registration Rights Agreement). All capitalized terms used
without herein without definition have the respective meanings ascribed to them
in the Loan Agreement.

     

    1.           
The Lender hereby waives the following Events of Default which have occurred and
are continuing on the date hereof:

     

    (a)           The
Borrower’s failure to pay approximately $108,000 of accrued interest under the
Revolving Credit Note that was due and payable on February 1, 2010;

     

    (b)           The
Borrower’s failure to pay the $60,000 installment of the Modification Fee that
was due and payable on January 1, 2010;

     

    (c)           The
entry against the Borrower of a summary judgment in the amount of $166,586.88 in
favor of AICCO, Inc., and in respect thereof, the Borrower’s execution and
delivery to AICCO, Inc. of Judgment Note dated December 23, 2009 in the
principal amount of $195,329.55 and

     

    (d)           The
Borrower’s default in payment under the Borrower’s outstanding promissory note
payable to Staffbridge.

     

    2.            
The Lender hereby further waives (a) the requirement for the payment of the
additional interest described in the third paragraph of the Waiver Letter, and
(b) any increase in the applicable interest rate at any time by reason of the
Event of Default described in paragraph 1 above.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.            
The Lender will not require the preparation or filling of a registration
statement in respect to the Warrant Shares unless and until specific written
demand thereof is made by the Lender to the Borrower, and the required time
periods for the filing and effectiveness of any registration statement under the
Registration Rights Agreement subsequent to the date thereof shall not commence
unless and until such specific written demand is made by the Lender to the
Borrower.

     

    These
waivers are specifically limited to the Events of Default and other matters
stated above, and do not extend to any other Events of Default or any future
Events of Default (whether of like or unlike nature to the Events of Default
stated above) or any other matters not specifically addressed above. These
waivers are without prejudice to the Lender’s exercise of the Warrant of the
increased number of shares on February 9, 2010, and in that regard, these
waivers are and shall be deemed to be given subsequent to such exercise of the
Warrant.

     

    
      
        	 	Very
      truly yours,	 
	 	 	 
	 	
                COMVEST
      CAPITAL, LLC

              	 
	 	By:
      ComVest Capital Management, LLC, its Manager	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Gary E. Jaggard	 
	 	 	Name:  Gary
      E. Jaggard	 
	 	 	Title:   Managing
      Director