Unassociated Document


    Exhibit
10.4

    


    REAFFIRMATION OF
GUARANTY

     

    Reference
is made to (a) the Guaranty Agreement dated as of June 20, 2008 (the “Guaranty”) executed
by each of the undersigned in favor of ComVest Capital, LLC (the “Lender”), pursuant to
which, among other things, each of the undersigned has guaranteed all
Obligations of ClearPoint Business Resources, Inc. (the “Borrower”) under,
pursuant to or arising out of that certain Revolving Credit and Term Loan
Agreement dated as of June 20, 2008 (the “Original Agreement”)
by and between the Lender and the Borrower, and (b) the Amended and Restated
Revolving Credit Agreement of even date herewith (the “Amended Agreement”)
by and between the Lender and the Borrower, pursuant to which, among other
things, the Lender and the Borrower are restructuring and modifying the terms of
the credit facilities under the Original Agreement and the Borrower is granting
to the Lender certain additional protective rights and assurances.

     

    The
undersigned, being the Guarantors named in the Guaranty, hereby consent to the
execution, delivery and performance of the Amended Agreement, and the Amended
and Restated Revolving Credit Note described therein, and confirm that
(a) any and all Obligations outstanding under the Original Agreement, and
any further Obligations hereafter arising under the Amended Agreement,
constitute “Guaranteed Obligations” under and as defined in the Guaranty,
(b) all collateral heretofore pledged by the undersigned in favor of the
Lender continues to constitute collateral for all such Guaranteed Obligations,
(c) the execution, delivery and performance of the Amended Agreement and
the Amended and Restated Revolving Credit Note issued thereunder shall not in
any manner affect or impair the undersigned’s obligations under the Guaranty,
and (d) the undersigned currently have no defenses, offsets or
counterclaims with respect to any of their obligations under the
Guaranty.

     

    IN
WITNESS WHEREOF, the undersigned have executed this Reaffirmation as of this
14th day of August, 2009.

     

    
      
        	
                CLEARPOINT
      RESOURCES, INC.

              
	
                ASG,
      LLC (a Florida LLC)

              
	
                EMGATE
      SOLUTIONS GROUP, LLC

              
	
                CLEARPOINT
      WORKFORCE, LLC

              
	
                CLEARPOINT
      HR, LLC

              
	
                ALLIED
      CONTRACT SERVICES, LLC

              
	
                STAFFBRIDGE,
      INC.

              
	
                CLEARPOINT
      ADVANTAGE, LLC

              
	
                CLEARPOINT
      MANAGED SERVICES, LLC

              
	
                QUANTUM
      RESOURCE CORPORATION

              
	
                ASG,
      LLC (a Rhode Island LLC)

              
	
                MERCER
      VENTURES, INC.

              


      

    

    


    
      
        
          	
                  By:

                	
                  /s/ Michael Traina

                	 
	 
      	
                  Name:
      Michael Traina

                	 
	 
      	
                  Title:
      CEO