AMENDED AND RESTATED REVOLVING CREDIT NOTE

FOR VALUE RECEIVED , the undersigned, CLEARPOINT BUSINESS RESOURCES, INC., a Delaware   corporation (the “ Maker ”), hereby promises to pay to COMVEST CAPITAL, LLC, a Delaware limited liability company (“ ComVest ”), or registered assigns (hereinafter, collectively with ComVest, referred to as the “ Payee ”), on December 31, 2010 (or sooner by reason of an Event of Default or other mandatory prepayment event in accordance with the Loan Agreement hereinafter described), the principal sum of _______________ ($__________) Dollars or, if less, the aggregate outstanding unpaid principal amount of all Advances made by the Payee to the Maker pursuant to that certain Amended and Restated Revolving Credit Loan Agreement of even date herewith by and between ComVest and the Maker (as same may be amended, modified, supplemented and/or restated from time to time, the “ Loan Agreement ”), together with interest (computed as hereinafter provided) on any and all principal amounts outstanding hereunder from time to time from the date hereof until payment in full hereof, at the rate of twelve (12%) percent per annum; provided , however , that during the continuance of any Event of Default under the Loan Agreement, the interest rate otherwise applicable hereunder shall be increased by four hundred (400) basis points.  All interest shall be computed on the daily unpaid principal balance hereof based on a three hundred sixty (360) day year, and shall be payable in accordance with the following:

(i)           interest in respect of all periods through and including September 30, 2009 shall accrue but shall not be due and payable in cash except as and when provided in paragraphs (iii) and (v) below;

(ii)           ten (10%) percent of all interest accruing during the period from October 1, 2009 through and including December 31, 2009 shall be due and payable in cash monthly in arrears on the first day of each calendar month commencing November 1, 2009 and continuing through and including January 1, 2010, and the remaining ninety (90%) percent of such accrued interest shall be due and payable in accordance with the following paragraph (iii);

(iii)           all accrued interest described in paragraph (i) above, and the deferred portion of accrued interest described in paragraph (ii) above, shall be due and payable (A) as to ten (10%) percent thereof, on April 1, 2010, (B) as to fifteen (15%) percent thereof, on July 1, 2010, (C) as to thirty-five (35%) percent thereof, on October 1, 2010, and (D) as to the remaining forty (40%) percent thereof, on December 31, 2010;

(iv)           accrued interest in respect of all periods from and after January 1, 2010 shall be due and payable in cash monthly in arrears on the first day of each calendar month commencing February 1, 2010 and upon the maturity of this Note; and

(v)           anything contained in paragraph (iii) above to the contrary notwithstanding, in the event that, at any time and from time to time subsequent to the date of this Note, the Maker or any of its Subsidiaries shall receive any net cash proceeds (gross proceeds minus the reasonable costs and expenses incurred by the Borrower or Subsidiary and directly related to such capital raising) from the issuance of equity securities or from the incurrence of Indebtedness (other than Indebtedness incurred for and promptly applied to the acquisition of capital assets within the limitations of the Loan Agreement), the Maker shall, immediately upon such receipt, be required to prepay, in inverse order of maturity, accrued interest theretofore deferred under paragraphs (i) and (ii) above, in an aggregate amount equal to the lesser of (A) the lesser of fifty (50%) percent of the aggregate amount of such deferred accrued interest or $200,000, or (B) fifty (50%) percent of the total such net proceeds received by the Maker and/or any of its Subsidiaries subsequent to the date of this Note; provided , however , that if, at the time of receipt of any such net proceeds, the amount of accrued interest theretofore deferred under paragraphs (i) and (ii) above is less than such required prepayment amount, then an amount equal to such difference shall be held in reserve and shall be applied, on the first day of the next succeeding calendar month(s) until such reserved amount has been fully applied hereunder, to accrued interest the payment of which would otherwise be deferred in accordance with paragraphs (i) and (ii) above.

The Maker shall have the right, at any time and from time to time, without premium or penalty, to prepay all or any portion of the deferred accrued interest and/or the principal balance of this Note in accordance with the Loan Agreement.  In addition, the Maker shall be required to make principal payments hereunder, without requirement of notice or demand, as and to the extent provided in Sections 2.01(d) and 2.07 of the Loan Agreement.

Unless the Maker shall be otherwi