Amendment No. 1 to Term Note

Exhibit 10.3

January 29, 2009

ClearPoint Business Resources, Inc.

1600 Manor Drive, Suite 110

Chalfont, PA 18914

Dear Sirs:

Reference is made to (a) the Revolving Credit and Term Loan Agreement dated as of June 20, 2008 (the “ Loan Agreement ”) by and between ComVest Capital, LLC (the “ Lender ”) and ClearPoint Business Resources, Inc. (the “ Borrower ”), (b) the Term Note dated June 20, 2008 in the original principal amount of $9,000,000 issued by the Borrower to the Lender, and (c) the letter agreement dated January 12, 2009 (the “ Engagement Letter ”) by and between XRoads Solutions Group, LLC (the “ Consultant ”) and the Borrower. All capitalized terms used herein without definition have the respective meanings ascribed to them in the Loan Agreement.

Pursuant to the Engagement Letter, the Borrower has retained the services of the Consultant to provide certain management and consulting services to the Borrower, including the services of Brian Delle Donne to serve as Interim Chief Operating Officer of the Borrower for a period of four (4) months commencing January 13, 2009 (subject to prior termination in accordance with the Engagement Letter). In consideration of such services, the Borrower has agreed to pay to the Consultant, among other things, the sum of $50,000 per month for each of the first four (4) months in which such Interim Chief Operating Officer provides services under the Engagement Letter; and in order to assist the Borrower in making such payments, the Borrower has requested, and the Lender has agreed, to adjust certain principal amortization payments under the Term Note, as hereinafter provided.

(a) Anything contained in Section 1(b) of the Term Note to the contrary notwithstanding, the principal installments due and payable under such Section 1(b) on February 1, 2009, March 1, 2009, April 1, 2009 and May 1, 2009, respectively, shall be reduced by an amount equal to the positive difference (if any) of (i) the lesser of (A) $50,000 or (B) the amount paid or payable by the Borrower to the Consultant during the immediately preceding calendar month pursuant to Section 2(a) of the Engagement Letter, minus (ii) the amount (if any) by which the aggregate Royalties collected by or on behalf of the Borrower and the Guarantors during the immediately preceding calendar month exceeded $450,000; provided , however , that (x) from and after the effective date of any termination of the Consulting Agreement, no reduction in any subsequent principal installments shall be permitted, and (y) notwithstanding

any extension of the services of the Interim Chief Operating Officer beyond the initial four (4) month term thereof, the Lender shall not be obligated to, and makes no commitment for, any reduction of any further principal installments under the Term Note.

(b) A photocopy of this Amendment No. 1 may be attached to the Term Note to evidence the foregoing amendment, and/or the Borrower shall, upon request of the Lender at any time, execute and deliver to the Lender a replacement Term Note reflecting such amendment.

2. Consent . Notwithstanding anything contained in the Loan Agreement or that certain Subordination Agreement dated June 30, 2008 among the Lender, the Borrower and the former shareholders of Staffbridge, Inc. (“ Staffbridge ”), the Lender hereby acknowledges and consents to the amendment by the Borrower of the payment terms and payments schedule of that certain Promissory Note dated as of August 14, 2006 in the original principal amount of $450,000 issued by the Borrower in favor of Staffbridge, as set forth in that certain Debt Extension Agreement between the Borrower and Staffbridge dated December 31, 2008, a true and complete copy of which is attached hereto as Exhibit A .

3. Expenses . The Borrower shall pay or reimburse the Lender for its costs and expenses (including reasonable attorneys’ fees) incurred in connection with the preparation of this Amendment No. 1.

4. Reaffirmation .

(a) The Borrower hereby reaffirms all of its representations and warranties in the Loan Documents on and as of the date hereof, as if expressly made on and as of the date hereof, except to the extent that any such representation or warranty specifically relates to an earlier date, has been updated for matters occurring in the ordinary course of business or otherwise has been updated by the Borrower in writing to the Lender.

(b) The Borrower hereby (i) confirms the ongoing validity of all of the Obligations outstanding on the date hereof and on the effectiveness of this Amendment No. 1, (b) confirms that s