Unassociated Document


    Exhibit
10.2

     

                        August 14,
2009

     

    ClearPoint
Business Resources, Inc.

    1600
Manor Drive, Suite 110

    Chalfont,
PA  18914

    


    Re:  Waiver
Letter

     

    Dear
Sirs:

     

    Reference
is made to (a) the Revolving Credit and Term Loan Agreement dated as of June 20,
2008 (the “Original
Agreement”) by and between ComVest Capital, LLC (the “Lender”) and
ClearPoint Business Resources, Inc. (the “Borrower”), and (b)
the Amended and Restated Revolving Credit Agreement (the “Amended Agreement”)
being executed and delivered by the Lender and the Borrower on the date
hereof.

    


    On the
date hereof, prior to giving effect to the transactions contemplated by the
Amended Agreement, there exist Events of Default under the Original Agreement
consisting of the failure to pay certain principal installments required under
the Term Note (as amended) issued pursuant to the Original Agreement, failure to
make interest payments which were due and owing under the Original Agreement on
August 1, 2009 and the other Events of Default listed on Exhibit A attached
hereto (collectively, the “Existing Events of
Default”).

     

    Subject
to the consummation of the transactions contemplated by the Amended Agreement
(including the payment in full of the Term Note out of the proceeds of the
initial Advance pursuant to the Amended Agreement), the Lender hereby waives the
Existing Events of Default, provided that the
Borrower hereby agrees to pay to the Lender, on March 31, 2010 (or sooner by
reason of any further Event of Default), (a) the difference between interest
calculated at the default rate and at the non-default rate under the Term Note
on the outstanding principal balance of the Term Note for the period from March
1, 2009 through the date hereof (the “Default Period”), and
(b) the difference between interest calculated at the default rate and at the
non-default rate under the original Revolving Credit Note on the outstanding
principal balance of the Advances (as defined in the Original Agreement) from
time to time during the Default Period.

     

    Such
payments shall be in addition to the outstanding principal balance of the Term
Note, and all unpaid accrued interest under the Term Note at the non-default
rate through the date hereof, which are payable out of the initial Advance
pursuant to the Amended Agreement.

     

    Except
for the Existing Events of Default, no other waiver is granted hereby, and the
granting of the within waiver in respect of the Existing Events of Default shall
not be construed or implied to mean that any waiver of any other or further
Event of Default (whether of like or unlike nature) will be granted at any other
time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Borrower
acknowledges and agrees that all representations and warranties set forth in the
Amended Agreement executed and delivered on the date hereof are true and correct
in all respects on and as of such date.

     

    By its
countersignature below, the Borrower hereby acknowledges and agrees to the
foregoing..

    


    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  COMVEST
      CAPITAL, LLC

                
	 
      	 
      
	
                  By:

                	
                  /s/ Gary E. Jaggard

                
	 
      	
                  Name:
      Gary E. Jaggard

                
	 
      	
                  Title:  Managing
      Director

                


        

      

      Acknowledged,
Confirmed and Agreed To:

    

    


    
      
        
          	
                  CLEARPOINT
      BUSINESS RESOURCES, INC.

                
	 
      	 
      
	
                  By:

                	
                  /s/ Michael Traina

                
	 
      	
                  Name:  Michael
      Traina

                
	 
      	
                  Title:  CEO

                


        

      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      EXHIBIT
A

    

    


    
      ADDITIONAL
EVENTS OF DEFAULT

    

    


    1.           Various
Events of Default arising under Section 7.01(e) of the Original Agreement (and
arising under any other applicable section of the Original Agreement) as a
result of Borrower’s default with respect to Indebtedness for borrowed money
owing to: (a) Fergco Bros pursuant to and in connection with certain promissory
notes executed by Borrower; (b)  Allison Drew pursuant to and in
connection with certain promissory notes executed by Borrower; (c) B&N
Associates pursuant to and in connection with certain promissory notes executed
by Borrower; (d) Matt Kingfield pursuant to and in connection with certain
promissory notes executed by Borrower; (e)
Staffbridge pursuant to and in connection with certain promissory notes executed
by Borrower; and (f) Blue Lake Rancheria pursuant to and in connection
with certain promissory notes executed by Borrower.

    


    2.           Any
Events of Default arising under Section 7.01(a) of the Original Agreement as a
result of Borrower failing to disclose any information required to be disclosed
by Sections 3.13 and 3.04 thereof, but only to the extent that any such
information not disclosed is disclosed in the Disclosure Schedules delivered in
connection with the Amended Agreement.