PURCHASE AGREEMENT BY AND AMONGCLEARPOINT RESOURCES , I NC

Exhibit 10.1

P URCHASE A GREEMENT

BY AND AMONG

C LEAR P OINT R ESOURCES , I NC .

A D ELAWARE CORPORATION

AND

C LEAR P OINT HRO, LLC

A D ELAWARE L IMITED L IABILITY C OMPANY

AND

AMS O UTSOURCING , I NC .

A M ONTANA C ORPORATION

D ATED : F EBRUARY  7, 2008

TABLE OF CONTENTS

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PURCHASE AGREEMENT

This PURCHASE AGREEMENT (the “ Agreement ”), effective as of the 7 ^th day of February 2008 (the “ Closing Date ”), by and among ClearPoint Resources, Inc., a Delaware corporation (“ CPR ”), ClearPoint HRO, LLC, a Delaware Limited Liability Company (“ HRO ”), and AMS Outsourcing, Inc., a Montana Corporation (“ Buyer ”).

B A C K G R O U N D

CPR owns all of the issued and outstanding securities of HRO (the “ Stock ”) including but not limited to insurance policies, client lists and bank accounts. Buyer desires to purchase, and CPR desires to sell, the Stock and assets, on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, promises and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

THE TRANSACTION

1.1 Sale and Purchase . Subject to the terms and conditions set forth herein, the CPR hereby sells, transfers and assigns the Stock to Buyer, and Buyer hereby purchases the Stock from the CPR.

1.2 Purchase Price . The aggregate purchase price for the Stock shall be paid in the form of an earn out payment equal to twenty percent of the earnings before interest, taxes, depreciation and amortization (“ Earn Out Payment ”) of the operations of HRO for a period of twenty four months following the closing of the transactions. The Earn Out Payment shall be paid in arrears on the first business day of every month. Unpaid Fees shall be subject to interest at a rate of one and one-half percent (1.5%) per month.

1.3 Deliveries .

(a) Deliveries by CPR . On the Closing Date, CPR will deliver to Buyer the following:

(i) Stock Certificates . To the extent certificated, certificates evidencing its Stock accompanied by stock powers duly executed in blank or duly executed instruments of transfer;

(ii) Secretary’s Certificate . A certificate dated as of the Closing Date, executed by CPR’s Secretary, to the effect that: (A) the officer of CPR executing this Agreement is an incumbent officer of CPR, (B) the copy of the Articles of Incorporation of HRO attached to such certificate is true, correct and complete, and is in effect on and as of the Closing Date and that the Articles of Incorporation have not been amended, modified or revised since

they have been filed, (C) the copy of the bylaws of HRO attached to such certificate are true, correct and complete, and are in effect on and as of the Closing Date and that the bylaws have not been amended, modified or revised since their adoption, and (D) the copy of the resolutions of the board of directors of CPR attached to such certificate, which authorize the actions taken in connection with the transactions contemplated hereby, including the execution and delivery of this Agreement, were duly adopted and continue in full force and effect;

(iii) Good Standing . A Certificate of Good Standing for HRO certified by the Secretary of State of Delaware as of a date not more than three (3) days prior to the Closing Date;

(iv) intentionally left blank

(v) UCC Termination Statement . An as filed copy of a UCC Termination Statement with respect to HRO.

(vi) Resignations . Seller shall deliver to Buyer prior to the Closing Date, such resignations of board members, officers or employees of the business as Buyer shall indicate, each such resignation to be effective on the Closing Date.

(vii) Bank Accounts . By closing date, Seller will have transferred all signature cards and any necessary passcodes as well as a reconciliation of all HRO balances and bank accounts.

(viii) Insurance Policy . The parties agree that all the assets and liabilities related to three insurance policies (ACE, AIG and XL) shall be transferred to Buyer as set forth in Exhibit B. The assets include prepaid, insurance, collateral deposits, and letter of credits with ACE. Liabilities include but are not limited to any and all claims related to the aforementioned policies. Such letter of credit with ACE can only be released by specific written approval from ACE.

(ix) FEIN CPR transfers the use of 20-8735506 to Buyer.

(x) Client List CPR will deliver the Client List as attached as Exhibit A of this Agreement. CPR agrees that shall not approach said clients for a period of three years without the written consent of Buyer and will refer any unsolicited questions from Clients to Buyer during that year.

(b) Deliveries by Buyer . On the Closing Date, Buyer will deliver to CPR the following:

(i) Secretary’s Certificate . A certificate dated as of the Closing Date, executed by Buyer’s Secretary, to the effect that: (A) the officer of Buyer executing this Agreement is an incumbent officer of Buyer, (B) the copy of the Articles of Incorporation of

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Buyer attached to such certificate is true, correct and complete, and is in effect on and as of the Closing Date and that the Articles of Incorporation have not been amended, modified or revised since they have been filed, (C) the copy of the bylaws of Buyer attached to such certificate is true, correct and complete, and is in effect on and as of the Closing Date and that the bylaws have not been amended, modified or revised since their adoption, and (D) the copy of the resolutions of the board of directors of Buyer attached to such certificate, which authorize the actions taken in connection with the transactions contemplated hereby, including the execution and delivery of this Agreement, were duly adopted and continue in full force and effect;

(ii) Good Standing . A Certificate of Good Standing for Buyer certified by the Secretary of State of the state of organization as of a date not more than three (3) days prior to the Closing Date; and

(iii) Satisfactory Instruments . All instruments and documents required from the Buyer to effectuate and consummate the transactions contemplated hereby shall be delivered to CPR and shall be in form and substance reasonably satisfactory to CPR and its counsel.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF CPR AND HRO

CPR and HRO hereby, severally and not jointly, represent and warrant to Buyer as follows:

2.1 Organization . CPR and HRO are corporations duly organized, validly existing and in good standing under the laws of the state in which they were organized and each has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

2.2 Capitalization and Ownership . There are no outstanding options, warrants, rights, agreements, puts, calls, commitments or demands of any character relating to the securities of HRO or which may require HRO to issue any securities and no outstanding securities convertible into or exchangeable for any of such securities. CPR owns all of the issued and outstanding securities of HRO. There are no voting trust agreements or other agreements restricting the voting, dividend rights or disposition of any of the Stock.

2.3 Authorization and Enforceability . The execution, delivery and performance by CPR and HRO of this Agreement and the consummation by each of them of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of CPR and HRO. This Agreement has been duly executed and delivered by CPR and HRO and constitutes the legal, valid and binding obligations of CPR and HRO, enforceable against CPR and HRO in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

2.4 No Violation of Laws or Agreements . The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement

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and the compliance with the terms, conditions and provisions of this Agreement by CPR and HRO will not (a) contravene any provision of the respective entities’ charter or organizational documents, (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which CPR or HRO is a party or by which any of them or any of their assets may be bound or affected, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, (c) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon CPR’s or HRO’s assets or give to others any interests or rights therein, or (d) result in the maturation or acceleration of any liability or obligation of CPR or HRO (or give others the right to cause such a maturation or acceleration).

2.5 Brokerage . Neither CPR nor HRO has made any agreement or taken any other action which might cause anyone to become entitled to a broker’s fee or commission as a result of the transactions contemplated hereunder.

ARTICLE III

REPRESENTATION AND WARRANTIES OF BUYER

Buyer represents and warrants to the CPR as follows:

3.1 Organization . The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which it was organized and the Buyer has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The Buyer has all requisite corporate power and corporate authority to own or lease their respective properties and assets as now owned or leased and to carry on its business as and where now being conducted.

3.2 Authorization and Enforceability . The execution, delivery and performance by the Buyer of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.3 No Violation of Laws or Agreements . The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and the compliance with the terms, conditions and provisions of this Agreement by the Buyer will not (a) contravene any provision of the Buyer’s charter or organizational documents, (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which the Buyer is a party or by which it or its assets may be bound

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or affected, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, (c) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon the Buyer’s assets or give to others any interests or rights therein, (d) result in the maturation or acceleration of any liability or obligation of the Buyer (or give others the right to cause such a maturation or acceleration), or (e) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any agreement or contract to which the Buyer is a party or by which it may be bound.

3.4 Financial Statements . Buyer has attached hereto as Schedule 3.4 copies of the following financial statements (collectively, the “ Financial Statements ”): (a)10K, which will be filed prior to December 31, 2007 with the SEC. Upon filing this will be forwarded to Seller. The Financial Statements are true, correct and complete in all material respects, present fairly the financial condition and operating results of the Buyer as of the dates, and for the periods, indicated therein, and have been prepared in a manner consistent throughout the periods indicated and with each other. Schedule 3.4 indicates in what manner the preparation of the Financial Statements varies from GAAP. Attached to Schedule 3.4 are copies of Buyer’s insurance loss run on property, casualty, workers’ compensation and liability insurance.

3.5 Absence of Undisclosed Liabilities . Buyer has no Liabilities of any nature, other than (a) those reflected on the Balance Sheet, (b) those incurred in the ordinary course of business since the Balance Sheet Date, or (c) as set forth in Schedule 3.5 . There were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by FASB in March, 1975 (“ FAS No. 5 ”)), which were not adequately provided for on the Balance Sheet as required by FAS No. 5. For purposes of this Section 3.5, the term “ Liabilities ” means any liability or obligation of any kind, character or description (whether known or unknown, asserted or unasserted, matured or unmatured, fixed or contingent, secured or unsecured, accrued or unaccrued, liquidated or unliquidated, joint or several, absolute or otherwise and whether due or to become due.

3.6 Litigation . Except as set forth in Schedule 3.6 , there is no Legal Proceeding that is pending or, to Buyer’s knowledge, threatened against Buyer or Buyer’s subsidiaries, affiliates, assets, properties, business, operating results and/or operations, or directors, officers or shareholders of Buyer, in their capacities as such, and there is no basis for any such Legal Proceeding. There has been no default under any laws applicable to Buyer’s business and Buyer has not received any notices from any governmental authority regarding any alleged defaults applicable to Buyer under any laws. There has been no default with respect to any court order, writ or judgment applicable to Buyer. There are no presently outstanding judgments, decrees, orders or awards of any court or any governmental authority against or affecting Buyer or Buyer’s subsidiaries, affiliates, assets, properties, business, operating results and/or operations. For purposes of this Section 3.6, the term “ Legal Proceeding ” shall mean any lawsuit, action, arbitration, audit, hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or