Re: Waiver Letter

Exhibit 10.2

Re:   Waiver Letter

Reference is made to (a) the Revolving Credit and Term Loan Agreement dated as of June 20, 2008 (the “ Original Agreement ”) by and between ComVest Capital, LLC (the “ Lender ”) and ClearPoint Business Resources, Inc. (the “ Borrower ”), and (b) the Amended and Restated Revolving Credit Agreement (the “ Amended Agreement ”) being executed and delivered by the Lender and the Borrower on the date hereof.

On the date hereof, prior to giving effect to the transactions contemplated by the Amended Agreement, there exist Events of Default under the Original Agreement consisting of the failure to pay certain principal installments required under the Term Note (as amended) issued pursuant to the Original Agreement, failure to make interest payments which were due and owing under the Original Agreement on August 1, 2009 and the other Events of Default listed on Exhibit A attached hereto (collectively, the “ Existing Events of Default ”).

Subject to the consummation of the transactions contemplated by the Amended Agreement (including the payment in full of the Term Note out of the proceeds of the initial Advance pursuant to the Amended Agreement), the Lender hereby waives the Existing Events of Default, provided that the Borrower hereby agrees to pay to the Lender, on March 31, 2010 (or sooner by reason of any further Event of Default), (a) the difference between interest calculated at the default rate and at the non-default rate under the Term Note on the outstanding principal balance of the Term Note for the period from March 1, 2009 through the date hereof (the “ Default Period ”), and (b) the difference between interest calculated at the default rat