[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
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:
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Section 3 of
the Agreement entitled “Term of Engagement”, is hereby
amended to add the following language thereto:
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“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:
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Interim COO
Fee / EBITDA Fee
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$45,000 per 30
day period / 10%
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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. :
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“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 exp
