Unassociated Document


    
      [Letterhead
of XRoads Solutions Group, LLC]

    

     

     

    May 15,
2009

     

    ClearPoint
Business Resources, Inc.

    1600
Manor Drive, Suite 110

    Chalfont,
PA 18914

    Attn:
Michael Traina, Chairman and CEO

     

    RE:           Amendment
#1 to XRoads Letter Agreement dated January 12, 2009

     

    Dear Mr.
Traina:

     

    This
Amendment #1 shall amend that certain engagement letter agreement dated January
12, 2009 (the “Agreement”) by and between ClearPoint Business Resources, Inc.,
ClearPoint Resources, Inc. and certain subsidiaries and affiliates thereof
(collectively, the “Company” or “Client”) and XRoads Solutions Group, LLC
(“XRoads”). This Amendment #1 is effective as of May 14, 2009.

     

    For good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, XRoads and the Company hereby agree that the Agreement shall be
amended as follows:

     

    
      	
              1.

            	
              Section 3 of the Agreement
      entitled “Term of Engagement”, is hereby amended to add the following
      language thereto:

            


    

     

    “The
Company hereby extends the Term of this Engagement such that the Term shall run
from May 14, 2009 to August 13, 2009. The Interim COO Fees and EBITDA Fees for
such extension terms shall be as follows:

     

    
      	
              Extension
      Term

            	
              Interim
      COO Fee / EBITDA Fee

            
	
              May
      14, 2009 to

              August
      13, 2009

            	
              $45,000
      per 30 day period / 10%

            


    

    


    
      	
              2.

            	
              The third sentence of Section
      2.d. of the Agreement entitled is hereby deleted and replaced by the
      sentence below, and the additional language below is hereby added to
      Section 2.d. :

            


    

     

    “XRoads
agrees that the Company will not be charged for the travel costs to and from the
Company’s corporate offices in excess of $6,500 during the term of this
Agreement. The Company acknowledges that the Interim COO is authorized to use
the services of the Company’s travel agent for travel associated with this
Engagement, and that the Company will review and be solely responsible for
paying the invoices for Company issued credit card invoices, which invoices may
include some of the Interim COO’s travel expenses associated with this
Engagement.”

     

     

    
      /s/
MT  Initial

      /s/
BD   Here

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      ClearPoint
Business Resources, Inc.

      May 15,
2009

      Page 2 of
3

       

    

    
      	
              3.

            	
              Section 2(f) 1. is
      hereby amended to expand the definition of Stakeholders to include
      financing originated by Company’s management, board of directors, equity
      holders, debt holders and warrantholders and consummated without the use,
      assistance or involvement whatsoever of a third party advisor, including
      without limitation, XRoads or Brian Delle
Donne.

            


    

     

    
      	
              4.

            	
              The section entitled “Agreement
      Not to Employ” in the Additional Terms and Conditions of the Agreement is
      hereby amended to add the following language
  thereto

            


    

     

    “Notwithstanding
the preceding provisions of this section, in the event the Company hires Mr.
Delle Donne, the liquidated damages fee payable to XRoads shall be $250,000
payable as follows:

     

    
      	
               
      

            	
              ·

            	
              $100,000
      in cash due on Mr. Delle Donne’s hire
date

            


    

     

    
      	
               
      

            	
              ·

            	
              A
      warrant grant to purchase up to $100,000 worth of the Company’s common
      stock with a strike price equal to the Company’s closing price on the day
      Mr. Delle Donne begins his employment with the Company, and which option
      shall be exercisable for a period of 3 years from the date of hire;
      and

            


    

     

    
      	
               
      

            	
              ·

            	
              A
      promissory note in the principle amount of $50,000 bearing interest at 8%,
      and payable in 4 quarterly installments at the end of each of the first
      four calendar quarters following Mr. Delle Donne’s start of employment
      with the Company, provided Mr. Delle Donne was employed by the Company for
      the preceding calendar quarter for which payment is due. Mr. Delle Donne
      must be employed on the last day of the quarter for payment to be
      due.

            


    

     

    
      	
              5.

            	
              Entire
      Agreement/Conflicts:  This Amendment #1 incorporates by
      reference all of the terms and conditions contained in the Agreement,
      which shall remain unchanged and in full force and effect, except as
      amended by this Amendment #1. In the event of any conflict between the
      terms of the Agreement and the terms of this Amendment #1, the terms of
      this Amendment #1 will be deemed to have superseded those of the Agreement
      and exclusively will govern the matter in
  question.

            


    

     

    The
remainder of this page is left intentionally blank.

     

     

    
      /s/
MT  Initial

      /s/
BD   Here

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
         

        ClearPoint
Business Resources, Inc.

        May 15,
2009

        Page 3
of 3

         

      

    

    If you
agree to the terms and conditions set forth above, please indicate your
acceptance and approval by signing this letter in the space provided below and
on the duplicate copy enclosed. Please return one fully executed original to the
undersigned for our files.

     

    XRoads
looks forward to serving you in this important matter.

    
    

     

    
      	 	

              Very
      truly yours,

              


              XRoads
      Solutions Group, LLC

              


              /s/
      Brian Delle Donne

              


              For
      Dennis I. Simon

              Managing
      Principal

            


    

     

    AGREED
AND ACCEPTED:

    


    
      	
              ClearPoint
      Business Resources, Inc.

               

            	 	 	 
      
	
              By:  /s/ Michael Traina

            	 	Date:	
              5/18/2009

            
	
              Name:                      Michael
      Traina

              Title:                      CEO
      and CFO

            	 	 	 
      
	 
      	 	 	 
      
	
              ClearPoint
      Resources, Inc.

               

            	 	 	 
      
	
              By:  /s/ Michael Traina

            	 	Date:	
              5/18/2009

            
	
              Name:                      Michael
      Traina

              Title:                      CEO