AMENDED AND RESTATED WARRANT TO PURCHASE SHARES OF COMMON STOCK (Expires August 31, 2014)

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”) OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION, IN REASONABLY ACCEPTABLE FORM AND SCOPE, OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS.

FOR VALUE RECEIVED, subject to the provisions set forth below, the undersigned, CLEARPOINT BUSINESS RESOURCES, INC., a Delaware corporation (the “ Company ”), hereby certifies that ComVest Capital, LLC, a Delaware limited liability company, or its registered assigns (the “ Holder ”), is entitled to purchase from the Company up to two million two hundred ten thousand eight hundred twenty-five (2,210,825) fully paid and nonassessable shares (the “ Warrant Shares ”) of the Company’s common stock, $.0001 par value per share (the “ Common Shares ”), for cash at a price of $.01 per share (the “ Exercise Price ”) at any time and from time to time from and after the date hereof and until 5:00 p.m. (Eastern time) on August 31, 2014 (the “ Expiration Date ”) upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Notice of Exercise attached hereto duly filled in and signed and, if applicable, upon payment in cash or by check of the aggregate Exercise Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof; provided , however , that at any time when there shall be any continuing Event of Default (other than an “Excluded Event of Default” as defined below) under the Amended and Restated Revolving Credit Agreement dated as of August 14, 2009 by and between ComVest Capital, LLC and the Company (as same may be amended, modified, supplemented and/or restated from time to time, the “ Loan Agreement ”), and upon five (5) Business Days’ notice to the Company, this Warrant shall then be exercisable for, and the number of Warrant Shares shall in such circumstances be increased to, a number of Common Shares which, when aggregated with all Warrant Shares theretofore acquired by reason of the exercise of this Warrant (and/or any predecessor Warrant), shall constitute fifty-one (51%) percent of the fully diluted common stock of the Company at the time of exercise (calculated after giving pro forma effect to the exercise of all outstanding options, warrants (including this Warrant for the full increased amount hereof) or other rights to acquire common stock of the Company and the conversion or exchange of all outstanding convertible or exchangeable securities, and in such event the Exercise Price for such Warrant Shares shall be $.001 per share.  The Exercise Price and the number of shares purchasable hereunder are subject to adjustment as provided in Section 3 of this Warrant.  For purposes hereof, an “Excluded Event of Default” shall mean (i) any Event of Default arising under Section 7.01(a) of the Loan Agreement which does not constitute or result in a Material Adverse Effect (as such term is defined in the Loan Agreement), or (ii) any Event of Default arising under Sections 7.01(e), 7.01(m) or 7.01(n) of the Loan Agreement.

This Warrant is issued pursuant to the Loan Agreement, and expressly supersedes and amends and restates in its entirety the Warrant No. CV-1 issued by the Company to ComVest Capital, LLC pursuant to the Original Agreement (as such term is defined in the Loan Agreement).  The Warrant Shares (including the incremental increase thereof under the preceding paragraph) are entitled to the benefit of the Registration Rights Agreement (as such term is defined in the Loan Agreement); provided , however , that the Warrant Shares issuable pursuant to such incremental increase are only entitled to the benefits of the Registration Rights Agreement upon the occurrence and during the continuance of an Event of Default (other than an Excluded Event of Default).

1.           Exercise of Warrant.

1.1.             Exercise .  Upon exercise of this Warrant, the Exercise Price shall be payable in cash or by check, or at the Holder’s option, by crediting such Exercise Price to any Obligation (as such term is defined in the Loan Agreement) then owing to the Holder under the Loan Agreement or any of the Loan Documents described therein.  This Warrant may be exercised in whole or in part so long as any exercise in part hereof would not involve the issuance of fractional Warrant Shares or the payment of fractional cents, provided that this Warrant may not be exercised in part if the exercise is pursuant to the proviso of the first paragraph of this Warrant.  If exercised in part, the Company shall deliver to the Holder a new Warrant, identical in form to this Warrant, in the name of the Holder, evidencing the right to purchase the number of Warrant Shares as to which this Warrant has not been exercised, which new Warrant shall be signed by an appropriate officer of the Company.  The term “Warrant” as used herein shall include any subsequent Warrant issued as provided herein.

The Company hereby covenants and agrees that it shall not, at any time prior to the Expiration Date or (if sooner) the date on which this Warrant has been fully exercised, without the Holder’s prior written consent in each instance, amend or modify (or permit to be amended or modified) the Company’s Organic Documents (as such term is defined in the Loan Agreement) as in effect on the date of this Warrant in any manner which would, or would reasonably be expected to, (i) constitute or give rise to a Default or Event of Default (as such terms are defined in the Loan Agreement), (ii) impair the rights of the Lender (as such term is defined in the Loan Agreement) under the Loan Agreement or any of the other Loan Documents (as such term is defined in the Loan Agreement), or (iii) impair any of the rights of the Holder under this Warrant (including, without limitation, any amendment which would require the affirmative vote, approval or consent of more than or other than a simple majority of the outstanding Common Shares with respect to any matter submitted or required to be submitted to the stockholders of the Company for approval).

1.2.             Exercise Procedures; Delivery of Certificate .  Upon surrender of this Warrant with a duly executed Notice of Exercise in the form of Annex A attached hereto, together with payment of the Exercise Price for the Warrant Shares purchased, at the Company’s principal executive offices (the “ Designated Office ”), the Holder shall be entitled to receive a certificate or certificates for the Warrant Shares so purchased.  The Company agrees that the Warrant Shares shall be deemed to have been issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered together with the Notice of Exercise and payment for such Warrant Shares.

1.3.             Cashless Exercise .  Anything elsewhere contained herein to the contrary notwithstanding, in lieu of payment of the Exercise Price, a Holder may exercise this Warrant, in whole or in part, by presentation and surrender of this Warrant to the Company, together with a Cashless Exercise Form in the form attached hereto as Annex B (or a reasonable facsimile thereof) duly executed (a “ Cashless Exercise ”).  Such presentation and surrender shall be deemed a waiver of the Holder's obligation to pay all or any portion of the Exercise Price, as the case may be.  In the event of a Cashless Exercise, the Holder shall exchange this Warrant (or the portion thereof being exercised) for that number of Common Shares determined by multiplying the number of Common Shares for which this Warrant is being exercised by a fraction, (a) the numerator of which shall be the difference between (i) the then current market price per Common Share, and (ii) the Exercise Price, and (b) the denominator of which shall be the then current market price per Common Share.  For purposes of any computation under this Section l.3, the then current market price per Common Share at any date shall be deemed to be the average of the daily trading price for the ten (10) consecutive trading days immediately prior to the Cashless Exercise.  If, during such measuring period, there shall occur any event which gives rise to any adjustment of the Exercise Price, then a corresponding adjustment shall be made with respect to the closing prices of the Common Shares for the days prior to the Effective Date of such adjustment event.  As used herein, the term “trading price” on any relevant date means (A) if the Common Shares are listed for trading on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market, or the NASDAQ Global Select Market, the closing sale price (or, if no closing sale price is reported, the last reported sale price) of the Common Shares (regular way), (B) if the Common Shares are not so listed but quotations for the Common Shares are reported on the OTC Bulletin Board, the most recent closing price as reported on the OTC Bulletin Board, or (C) if the Common Shares are not then publicly traded, the fair market price of the Company Shares as determined, in good faith, by the Board of Directors of the Company.

1.4.               Holder’s Put Option .  The provisions of this Section 1.4 shall only be applicable if and when (i) the Common Shares shall not be registered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or (ii) the Company shall have ceased or suspended the filing of periodic reports under the Exchange Act.

(a)           In the event that and at such time as the Company or any of its stockholders enters into a binding agreement with respect to any Sale (as such term is defined in the Loan Agreement) or (if sooner) on that date which is thirty (30) days prior to any payment or required payment in full of the Obligations (as such term is defined in the Loan Agreement), the Company shall, in addition to any notice required under the Loan Agreement, give written notice to the Holder (and/or, if applicable, the holder of the Warrant Shares) setting forth in reasonable detail the circumstances and material terms of the subject Sale agreement or the pendency of such payment (as the case may be).  Subject to and in accordance with the provisions of this Section 1.4, the Holder shall have the right and option (the “ Put Option ”), exercisable effective at any time upon or after the consummation of such Sale or payment, or upon and after the occurrence and during the continuance of an Event of Default (as such term is defined in the Loan Agreement) or any other event or circumstance which causes, effects or requires any payment in full under the Loan Agreement (such Sale, payment in full, Maturity Date or Event of Default, each a “ Triggering Event ”), to require the Company to redeem and purchase, for a cash purchase price of $2,000,000 (the “ Option Purchase Price ”), 50% of this Warrant (equivalent to 50% of the Common Shares that may be issued or have been issued upon the exercise of this Warrant, including but not limited to the Warrant Shares) from the Holder (which term, for purposes of this Section 1.4, shall include each holder of Warrant Shares).

(b)           The Put Option shall be exercisable by the Holder providing a completed Put Option exercise form in the form attached hereto as Annex C (or a reasonable facsimile thereof) duly executed, to the Company at the Designated Office, not less than ten (10) days prior to the Holder’s required date of payment as set forth in such exercise form.  Upon payment of the Option Purchase Price by the Company to the Holder, the Holder shall surrender this Warrant (and/or the certificate(s) representing the subject Warrant Shares, as applicable) to the Company, against delivery to the Holder of a replacement Warrant (and/or certificate(s) representing Warrant Shares, as applicable) representing the portion of this Warrant or the Warrant Shares (as applicable) not purchased by the Company hereunder.

(c)           In the event that any proposed Sale, refinancing or repayment which gave rise to the exercise of the Put Option is abandoned or is not consummated, then such exercise of the Put Option shall be null and void ab initio , and the Put Option shall thereafter be applicable and exercisable in connection with any subsequent proposed Sale or other Triggering Event, in accordance with this Section 1.4.

2.             Transfer; Issuance of Stock Certificates; Restrictive Legends .

2.1.             Transfer .  This Warrant may be transferred in whole (but not in part) by the Holder at any time.  Each transfer of this Warrant and all rights hereunder shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the Designated Office, together with a written assignment of this Warrant in the form of Annex D attached hereto duly executed by the Holder or its agent or attorney.  Upon such surrender and delivery, the Company shall execute and deliver a new Warrant in the name of the assignee or assignees.  A Warrant may be exercised by the new Holder for the purchase of Warrant Shares without having a new Warrant issued.  Prior to due presentment for registration of transfer thereof, the Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof (notwithstanding any notations of ownership or writing thereon made by anyone other than a duly authorized officer of the Company) for all purposes and shall not be affected by any notice to the contrary.  All Warrants issued upon any assignment of this Warrant shall be the valid obligations of the Company, evidencing the same rights and entitled to the same benefits as the Warrant surrendered upon such registration of transfer or exchange.

2.2.             Stock Certificates .  Certificates for the Warrant Shares shall be delivered to the Holder within five (5) business days after the rights represented by this Warrant shall have been exercised pursuant to Section 1, and a new Warrant representing the right to purchase the Common Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder within such time.  The issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the Holder hereof including, without limitation, any documentary, stamp or similar tax that may be payable in respect thereof; provided , however , that the Company shall not be required to pay any income tax to which the Holder hereof may be subject in connection with the issuance of this Warrant or the Warrant Shares.

2.3.             Restrictive Legend . Except as otherwise provided in this Section 2, each certificate for Warrant Shares initially issued upon the exercise of this Warrant and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION IN FORM AND FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

Notwithstanding the foregoing, the legend requirements of this Section 2.3 shall terminate as to any particular Warrant Shares when (i) such Warrant Shares are transferred pursuant to an effective resale registration statement, as contemplated in the Registration Rights Agreement executed by the Company for the benefit of the Holder dated as of June 20, 2008, or (ii) the Company shall have received from the Holder thereof an opinion of counsel in form and substance reasonably acceptable to the Company that such legend is not required in order to ensure compliance with the Securities Act.  Whenever the restrictions imposed by this Section 2.3 shall terminate, the Holder or subsequent transferee, as the case may be, shall be entitled to receive from the Company without cost to such Holder or transferee a certificate for the Warrant Shares without such restrictive legend.

3.           Adjustment of Number of Shares; Exercise Price; Nature of Securities Issuable Upon Exercise of Warrants.

3.1.             Exercise Price; Adjustment of Number of Shares .  The Exercise Price and the number of shares purchasable hereunder shall be subject to adjustment from time to time as hereinafter provided; provided , however , that, notwithstanding the below, in no case shall the Exercise Price be reduced to below the par value per share of the class of stock for which this Warrant is exercis