THIS
WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED OR DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY, QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT, THE
APPLICABLE STATE SECURITIES LAW AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER.
 
 WARRANT
TO PURCHASE COMMON STOCK
 
 OF
 
 CLEARPOINT
BUSINESS RESOURCES, INC.
 COPY
  This is to certify that, FOR VALUE
RECEIVED, XRoads Solutions Group, LLC (“XRoads”),
is entitled to purchase, subject to the terms set forth below, from ClearPoint
Business Resources, Inc., a Delaware corporation (the “Company”),
during the period commencing on May 14, 2009 and ending at 5:00 P.M. (E.S.T.) on
April 30, 2011 (the “Exercise
Period”), an aggregate of Seventy-Five Thousand (75,000) fully paid and
non-assessable shares of Company Common Stock, $0.0001 par value per share (the
“Common
Stock”), at a per share purchase price of $0.29 (the “Exercise
Price”).  The Exercise Price and the number of such shares are
subject to adjustment, from time to time, as provided below.  The
shares of Common Stock deliverable upon such exercise are hereinafter sometimes
referred to as the “Warrant
Shares”.  This Warrant is herein called the “Warrant”.
 
 Section 1. Exercise
Period.  In the event that the expiration of the Exercise
Period shall fall on a Saturday, Sunday or United States federally recognized
holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M.
(E.S.T.) on the first business day following such Saturday, Sunday or recognized
holiday.
 
 Section 2. Exercise of
Warrant.
 
 a. Manner of
Exercise.  This Warrant may be exercised by XRoads, in whole or
in part, at any time and from time to time during the Exercise Period, by (i)
the surrender of this Warrant to the Company, with the Notice of Exercise
attached hereto as Exhibit
A (the “Notice of
Exercise”) duly completed and executed on behalf of XRoads, at the
principal office of the Company or such other office or agency of the Company as
it may designate by notice in writing to XRoads (the “Principal
Office”), and (ii) the delivery of payment to the Company of the Exercise
Price for the number of Warrant Shares specified in the Notice of Exercise in
the manner specified in Section 2(c).
 
 b. Issuance of Warrant
Shares.  Such Warrant Shares shall be deemed to be issued to
XRoads as the record holder of such Warrant Shares as of the close of business
on the date on which this Warrant shall have been surrendered and payment shall
have been made for the Warrant Shares as aforesaid.  As promptly as
practicable thereafter, the Company shall deliver to XRoads a stock
certificate(s) for the Warrant Shares specified in the Notice of
Exercise.  If this Warrant shall have been exercised only in part, the
Company shall, at the time of delivery of the stock certificate(s), also deliver
to XRoads, at the Company’s expense, a new Warrant evidencing the right to
purchase the remaining number of Warrant Shares, which new Warrant shall in all
other respects be identical to this Warrant.
  
 
 c. Payment of Exercise
Price.  The Exercise Price shall be payable in cash or its
equivalent, payable by wire transfer of immediately available funds to a bank
account specified by the Company or by certified or bank cashiers’ check in
lawful money of the United States of America.
 
 Section 3. Adjustment to Exercise Price
and Warrant Shares.  The Exercise Price in effect from time to
time and the number of Warrant Shares shall be subject to adjustment in certain
cases as set forth in this Section 3:
 
 a. Stock
Split.  If, at any time after the date hereof, the number of
shares of the Company’s capital stock outstanding is increased by a stock
dividend or by a subdivision or split-up of shares, then, following the record
date for the determination of holders of capital stock entitled to receive such
stock dividend, subdivision or split-up, the Exercise Price shall be
appropriately decreased and the aggregate number of Warrant Shares shall be
increased in proportion to such increase in outstanding shares.  The
foregoing provisions shall similarly apply to successive stock dividends,
subdivisions or split-ups.
 
 b. Reverse
Stock-Split.  If, at any time after the date hereof, the number
of shares of capital stock outstanding is decreased by a combination or
reverse-split of the outstanding shares, then, following the record date for
such combination or reverse-split, the Exercise Price shall be appropriately
increased and the aggregate number of Warrant Shares shall be decreased in
proportion to such decrease in outstanding shares.  The foregoing
provisions shall similarly apply to successive combinations or
reverse-splits.
 
 c. Notice of
Adjustment.  In each case of an adjustment or readjustment of
the Exercise Price and number of Warrant Shares pursuant to this Section 3, the
Company shall, at its expense, promptly furnish to XRoads a certificate prepared
and signed by the Treasurer or Chief Financial Officer of the Company, setting
forth (i) such adjustment or readjustment, (ii) the Exercise Price and number of
Warrant Shares in effect following such adjustment or readjustment (including
the amount, if any, of other securities and property that at the time would be
received upon the exercise of this Warrant), and (iii) the facts, set forth in
reasonable detail, upon which such adjustment or readjustment is
based.
 
 Section 4. Issuance of New
Warrant.  Upon receipt by the Company of (a) evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (b) (i) in the case of loss, theft or destruction, an
indemnity agreement reasonably satisfactory in form and substance to the Company
or (ii) in the case of mutilation, this Warrant, the Company, at its expense,
shall execute and deliver, in lieu of this Warrant, a new Warrant of like tenor
and amount.
 
 Section 5. Representations and
Warranties of the Company.  The Company represents and warrants
to XRoads that all shares of Common Stock which may be issued upon the exercise
of this Warrant will, upon issuance in accordance with the terms of this
Warrant, be validly issued, fully paid and non-assessable.
 
 Section 6. Covenants of the
Company.  The Company covenants and agrees that it shall take
all such action as may be required to assure that the Company shall at all times
have authorized and reserved, a sufficient number of shares of its Common Stock
to provide for the exercise of this Warrant and/or other similar
Warrants.
 
 Section 7. No Stockholder
Rights.  XRoads shall not be entitled to vote or receive
dividends or be deemed the holder of the Warrant Shares or any other securities
of the Company that may at any time be issuable upon the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer upon XRoads,
as such, any of the rights of a stockholder of the Company or any right to vote
for the election of directors or upon any other matter submitted to the
stockholders of the Company at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization, issuance or
reclassification of capital stock, change of par value, or change of stock to no
par value, consolidation, merger, conveyance or otherwise) or to receive notice
of meetings, or to receive dividends or subscription rights or otherwise, until
the Warrant shall have been exercised as provided herein.
  2
  Section 8. Miscellaneous.
 
 a. Governing
Law.  This Warrant shall be construed in accordance with and
governed by the laws of the State of Delaware (without giving effect to any
conflicts or choice of law provisions that would cause the application of the
domestic substantive laws of any other jurisdiction).
 
 b. Amendment and
Waiver.  No provision of this Warrant may be amended, modified
or waived except in a writing signed by both parties hereto.  The
failure of any party to enforce any of the provisions of this Warrant shall in
no way be construed as a waiver of such provisions and shall not affect the
right of such party thereafter to enforce each and every provision of this
Warrant in accordance with its terms.
 
 c. Assignment; Binding
Effect.  This Warrant is not transferable by
XRoads.  This Warrant shall be binding upon and inure to the benefit
of all of the parties and their successors, legal representatives and permitted
assigns.
 
 d. Severability.  If
any term or provision of this Warrant, or the application thereof to any person
or circumstance, shall, to any extent, be invalid or unenforceable, the
remainder of this Warrant, or its application to other persons or circumstances,
shall not be affected thereby, and each term and provision of this Warrant shall
be enforced to the fullest extent permitted by law.
 
 e. Construction.  Whenever
the context requires, the gender of any word used in this Warrant includes the
masculine, feminine or neuter, and the number of any word includes the singular
or plural.  Unless the context otherwise requires, all references to
articles and sections refer to articles and sections of this Warrant, and all
references to exhibits are to exhibits attached hereto, each of which is made a
part hereof for all purposes.
 
 f. Headings.  The
headings and subheadings in this Warrant are included for convenience and
identification only and are in no way intended to describe, interpret, define or
limit the scope, extent or intent of this Warrant or any provision
hereof.
  [SIGNATURES
ON THE FOLLOWING PAGE]
 
 3
 
 IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly
authorized officer as of the date first written above.
  CLEARPOINT
      BUSINESS RESOURCES, INC.By:Name:Title:
 
 4
 
 EXHIBIT
“A”
 
 NOTICE OF
EXERCISE
 
 To:  ClearPoint
Business Resources, Inc.
 
 The
undersigned hereby elects to purchase _______________ shares of Common Stock of
ClearPoint Business Resources, Inc., pursuant to the terms of the attached
Warrant, and tenders herewith payment of the Exercise Price for such shares by
means of a cash payment, and tenders herewith payment in full for the Exercise
Price of the shares being purchased, together with all applicable transfer
taxes, if any.
 
 In
exercising this Warrant, the undersigned hereby confirms and acknowledges that
the shares of Common Stock to be issued upon exercise are being acquired solely
for the account of the undersigned and not as a nominee for any other party, or
for investment, and that the undersigned will not offer, sell or otherwise
dispose of any such shares of Common Stock except under circumstances that will
not result in a violation of the registration provisions of the Securities Act
of 1933, as amended, or any applicable state securities laws.
 
 Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned.
 
 Please
issue a new Warrant for the unexercised portion of the attached Warrant in the
name of the undersigned.
 
 XROADS SOLUTIONS GROUP,
      LLC_________________
                    By:(Date)
                    Name:Title: