AMENDED AND RESTATED PROMISSORY NOTE (THE ?NOTE?)

Exhibit 10.19

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER SUCH ACT OR AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA.

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AMENDED AND RESTATED PROMISSORY NOTE (THE “ NOTE ”)

CLEARPOINT RESOURCES, INC.

FOR VALUE RECEIVED, the undersigned, ClearPoint Resources, Inc. (f/k/a Mercer Staffing, Inc.) (“ CPR ”), hereby promises to pay to, or to the order of, Blue Lake Rancheria, a federally recognized Indian tribe (“ Blue Lake ”), the principal sum of One Million Two Hundred and Ninety Thousand U.S. Dollars ($1,290,000.00) (the “ Principal Amount ”), together with interest at the rate and at such time as set forth below, all upon and subject to the terms and conditions set forth herein.

B A C K G R O U N D

WHEREAS, CPR and Blue Lake are parties to a Promissory Note, dated March 1, 2005, pursuant to which CPR owes Blue Lake the principal amount of $1,290,000 (the “ Original Note ”). The Original Note had a maturity date of March 31, 2008. CPR paid Blue Lake quarterly interest during the term of the Original Note; and

WHEREAS, this Note amends and restates in its entirety the Original Note.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, CPR and Blue Lake, intending to be legally bound hereby, agree as follows

1. Principal and Interest Payments . Unless this Note is prepaid pursuant to Section 2 hereof or otherwise becomes due and payable on an earlier date in accordance with the terms hereof, the Principal Amount shall be due and payable as follows: (a) Two Hundred Thousand U.S. Dollars ($200,000), which Blue Lake acknowledges was paid to Blue Lake on April 8, 2008, (b) CPR shall pay Blue Lake Fifty Thousand U.S. Dollars ($50,000) on the first business day of each calendar month for twelve (12) consecutive months (totaling $600,000 in the aggregate), the first payment to occur on May 1, 2008 and the last to occur on April 1, 2009, and (c) on April 30, 2009, CPR shall pay to Blue Lake the balance of the Principal Amount, equal to Four Hundred and Ninety Thousand U.S. Dollars ($490,000), plus accrued interest. All interest shall be payable on April 30, 2009, unless this Note is prepaid in accordance with Section 2 or otherwise becomes due and payable on an earlier date in accordance with the terms hereof. All sums outstanding from time to time hereunder shall bear interest until the date paid at the rate of ten percent (10%) per annum. Interest shall accrue at the applicable rate on the basis of a 360-day year and the actual number of days elapsed.

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2. Prepayment . CPR shall have the right to prepay from time to time without premium or penalty. Any prepayment shall be used to first to pay any accrued but unpaid interest and then, second, shall be applied to reduce the final balloon Principal Amount payment.

3. Escrow Agreement . This Note, and the due performance by CPR of all of its obligations hereunder, is secured by that certain escrow agreement (the “ Escrow Agreement ”), dated of even date herewith, by and among ClearPoint Business Resources, Inc., CPR and Blue Lake.

4. Event of Default .

a. Event of Default . Following the date hereof, the following events shall each constitute an “ Event of Default ”:

(i) if CPR shall fail to make any payment of principal or interest under this Note when such payment is due, which default shall remain uncured for five (5) business days after written notice of such failure shall have been given by Blue Lake to CPR;

(ii) if CPR or any individual guaranteeing or providing security for this Note shall enter into any agreement with one or more of its or their respective creditors regarding any moratorium with respect to its or their debts or the participation