UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~November~~December 1823, 2009

ClearPoint Business Resources, Inc.
(Exact name of registrant as specified in its charter)
Delaware	000-51200	30-0429020
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1600 Manor Drive, Suite 110, Chalfont, PA 18914
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (215) 997-7710
Not Applicable
(Former name or former address, if changed since last report)

ClearPoint Business Resources, Inc.
(Exact name of registrant as specified in its charter)

Delaware		000-51200		30-0429020
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1600 Manor Drive, Suite 110, Chalfont, PA 18914
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (215) 997-7710

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

~~Assignment~~As ~~and~~previously ~~Assumption~~disclosed ~~Agreement~~in ClearPoint Business Resources, ~~Option~~Inc.’s (the “Company”) filings with the Securities and ~~Bill~~Exchange ofCommission, ~~Sale;~~on ~~Amendment~~November No18, 2008, AICCO, Inc. 2(“AICCO”) filed a complaint in the Court of Common Pleas of Bucks County, Pennsylvania against the Company alleging that the Company breached the terms of a certain premium finance agreement among AICCO and the Company, pursuant to ~~iLabor~~which AICCO agreed to finance premiums of certain insurance policies ~~Agreement~~procured ~~with~~by ~~Staffchex~~the Company (the “AICCO Litigation”).

AsOn ~~previously~~December ~~disclosed in the filings of ClearPoint Business Resources~~23, ~~Inc. (the “Company”) with the Securities and Exchange Commission (“SEC”)~~2009, ~~on February 28, 2008, ClearPoint Resources, Inc.,~~ the Company’s ~~wholly-owned~~and ~~subsidiary~~AICCO ~~(“CPR”)~~ entered into a ~~Purchase~~Settlement Agreement and Release (the “~~Purchase~~Settlement Agreement”) ~~with Staffchex, Inc~~. ~~Under~~Pursuant to the ~~Purchase~~ Settlement Agreement, ~~Staffchex,~~the ~~Inc.~~Company ~~assumed~~agreed ~~certain liabilities~~to ofpay ~~CPR~~AICCO ~~and~~an ~~acquired~~aggregate ~~from~~amount ~~CPR all~~ of ~~the Customer Account Property~~$190,000 in asfull ~~defined~~and infinal ~~the~~settlement ~~Purchase~~of ~~Agreement,~~all ~~related~~claims tobetween the ~~temporary~~Company ~~staffing~~and ~~services~~AICCO relating ~~previously~~to ~~serviced,~~the inAICCO ~~part, by a former franchisee of the Company~~Litigation. InThe ~~consideration~~Company ~~for~~agreed ~~the~~to ~~Customer~~pay ~~Account~~such ~~Property~~amount ~~acquired~~as ~~from~~follows: ~~CPR,~~(i) ~~Staffchex,~~four ~~Inc.~~monthly ~~issued~~installment topayments ~~CPR~~of $15,~~444~~000, ~~shares~~the first of ~~common~~which was ~~stock~~paid ~~of Staffchex,~~on ~~Inc.~~December ~~(“Staffchex~~29, ~~Stock”)~~2009, and ~~CPR~~will ~~was~~continue ~~entitled~~on tothe ~~receive~~15th anday of ~~additional~~each 15month thereafter,~~568~~ ~~shares~~including ofMarch ~~Staffchex~~15, ~~Stock~~2010, ~~pursuant~~followed toby ~~the~~(ii) ~~earnout~~12 ~~provisions~~monthly ~~set~~installment ~~forth~~payments inof ~~the Purchase Agreement~~$10,833, ~~which~~commencing ~~were~~on ~~not~~April ~~issued~~15, 2010.

In the ~~addition,~~event onthe ~~February~~Company ~~28,~~fails ~~2008,~~to ~~CPR~~make ~~entered~~any ~~into~~payment andue ~~iLabor~~under ~~Network~~the ~~Supplier~~ Settlement Agreement, after ~~(as~~AICCO ~~amended,~~provides the ~~“iLabor~~Company ~~Agreement”)~~ with ~~Staffchex,~~prior ~~Inc.~~written notice and ~~Staffchex~~ ~~Servicing,~~five ~~LLC~~days’ opportunity ~~(collectively, “Staffchex”) whereby Staffchex agreed~~ to ~~process~~ ~~its~~cure, ~~temporary~~judgment ~~labor~~may ~~requests~~be ~~through~~entered against the Company’s ~~iLabor~~in ~~Network~~the ~~and to~~amount ~~pay~~of toapproximately ~~CPR~~$195,330, ~~royalty~~together ~~payments~~with ~~(the~~an ~~“Royalties”)~~interest asrate aof ~~percentage~~6% ofper ~~Staffchex’s~~annum ~~weekly~~accruing ~~collections~~as ~~from~~of ~~its~~the ~~total~~date ~~billings~~the ~~for~~missed ~~temporary~~payment ~~staffing~~was ~~services provided~~due, toplus ~~the~~costs ~~Company~~and attorney’s fees ~~clients~~associated ~~through~~with the ~~iLabor~~entry ~~Network~~and ~~or otherwise. Prior~~execution toof ~~November~~such 1judgment, ~~2009,~~less ~~for~~any ~~weekly collections of less~~amounts ~~than~~paid ~~$1.4~~under ~~million,~~ the ~~Royalty~~Settlement ~~was 1~~Agreement.~~25%~~ Accordingly, ~~and~~on ~~for~~December ~~weekly collections of more than~~23, ~~$1.4 million~~2009, the ~~Royalty~~Company ~~was~~executed ~~2%. As~~a ofJudgment ~~November~~Note ~~18,~~in ~~2009,~~favor ~~Staffchex was~~of ~~delinquent~~AICCO onproviding ~~Royalty~~for ~~payments~~such judgment ~~due~~payment ~~to CPR in~~ (the ~~amount~~“Judgment ~~of $56,115~~Note”).

OnThe ~~November~~Settlement ~~18,~~Agreement ~~2009,~~and ~~Staffchex~~Judgment ~~transferred~~Note ~~certain~~also ~~contracts~~include ~~(the~~various ~~“Transferred Accounts”)~~other ~~to CPR pursuant to a certain Assignment and Assumption Agreement,~~provisions ~~Option~~customary ~~and~~for ~~Bill~~documents of ~~Sale~~this ~~dated November 18, 2009 (the “Assignment Agreement”)~~nature. ~~Pursuant~~The toforegoing ~~the~~is ~~Assignment~~a ~~Agreement,~~summary ~~CPR assumed the~~of ~~obligations under~~ the ~~Transferred~~material ~~Accounts,~~provisions ~~with certain exceptions, including, but not limited to, obligations relating to certain tax liabilities, payment obligations~~ of ~~Staffchex~~the ~~arising~~Settlement ~~prior~~Agreement toand ~~November~~the ~~18,~~Judgment ~~2009,~~Note. ~~liabilities related~~This tosummary ~~claims~~is ~~arising~~not ~~out~~intended ~~of events or conditions or actual or alleged violations of law occurring prior~~ to ~~November~~be ~~18,~~complete ~~2009~~ and ~~any~~is ~~liability~~qualified ofin ~~Staffchex based on~~ its ~~acts~~entirety ~~or omissions after November 18, 2009. In consideration for~~by ~~the~~reference ~~assignment~~to of the ~~Transferred~~Settlement ~~Accounts,~~Agreement ~~CPR (1) assigned its right, title~~ and ~~interest~~the toJudgment 12Note,~~405~~ ~~shares~~attached ofhereto ~~Staffchex Stock to Staffchex and Staffchex~~as ~~agreed~~Exhibits to10.1 ~~reissue 18,607 shares of Staffchex Stock to CPR (the “Reissued Shares”)~~ and (10.2~~) granted Staffchex an option to purchase the Reissued Shares for a purchase price of $250~~,~~000~~ ~~at any time prior to the earlier of (i) November 18, 2011 or (ii) the date on which CPR assigns and delivers such Reissued Shares to Staffchex in accordance with the “success fee” described below~~respectively.

InItem ~~addition, CPR agreed to amend the iLabor Agreement to reduce the Royalties. On November 18, 2009, CPR and Staffchex entered into Amendment No.~~ 2 ~~to the iLabor Agreement (“Amendment No~~. ~~2”) in order to provide~~03 Creation ~~for~~of ~~payment~~a ofDirect ~~past-due~~Financial ~~amounts~~Obligation ~~owed~~or byan ~~Staffchex~~Obligation under ~~the~~an ~~iLabor~~Off-Balance ~~Agreement and~~Sheet toArrangement ~~restate the payment terms thereunder effective as~~ of ~~November~~a ~~1, 2009 (the “Effective Date”)~~Registrant.

~~Amendment~~The ~~No.~~disclosures 2set ~~provides~~forth that during the first full week after the transfer of the Transferred Accounts, such accounts are expected to meet or exceed minimum billings of $96,153 per week (the “Guaranteed Billings”). In the event the Transferred Accounts do not meet the Guaranteed Billings in aItem ~~given week, Staffchex will transfer such additional contracts whose billings, when added to those of the Transferred Accounts, will satisfy the Guaranteed Billings~~1. ~~CPR~~01 ~~may,~~above inare ~~its~~incorporated ~~reasonable~~by ~~discretion,~~reference ~~accept~~into ~~or reject the~~this ~~Transferred~~Item ~~Accounts~~2.03.

In addition, pursuant to Amendment No. 2, as of the Effective Date and through January 31, 2010, the Royalties shall equal 0.75%, provided that such amount shall be payable in two portions: (i) 0.25%, to the extent not already paid by Staffchex, shall be payable weekly from the Effective Date through January 31, 2010 and (ii) the balance of 0.50% (the “Deferred Amount”) will be deferred and paid with Past-Due Royalties (as defined below). Royalties owed for the period of September 28, 2009 through the Effective Date shall equal 1.25% and will be paid in weekly installments beginning March 1, 2010 through May 31, 2010, in addition to any other amounts owed pursuant to Amendment No. 2.

It is expected that for the six month period of February 1, 2010 through July 31, 2010, the average monthly billings of the Transferred Accounts will meet or exceed a minimum of $625,000 per month. If such monthly billings do not meet this minimum amount, then 5% of the shortfall will be due and payable in equal installments over the 16-week period beginning September 1, 2010.

Upon the date on which billings from the Transferred Accounts meet or exceed a total of $307,682 per week for six consecutive weeks, CPR will pay a “success fee” in the form of an immediate transfer and assignment of Reissued Shares to Staffchex and the iLabor Agreement will automatically terminate and be of no further force and effect, provided, however, that provisions relating to the payment of amounts deferred or past-due which are otherwise payable shall survive such termination.

In addition, pursuant to Amendment No. 2, Staffchex agreed to continue making scheduled weekly payments of $4,096 until June 1, 2011, and 52 weekly payments of $3,105 thereafter, for past-due Royalties owed through February 28, 2009 (the “Past-Due Royalties”), commencing on June 1, 2011. The failure of Staffchex to make payments due pursuant to the iLabor Agreement constitutes a material breach. In the event of nonpayment, Staffchex will have a 10-day cure period to make any delinquent payments. If such payments remain outstanding following the cure period, the Royalties shall revert to 1.25% and Staffchex agreed to direct its affiliated receivables factoring company to make the required payment to CPR.

Settlement Agreement with XRoads Solutions Group, LLC

As previously disclosed in the Company’s filings with the SEC, on January 13, 2009, the Company entered into an agreement (the “XRoads Agreement”) with XRoads Solutions Group, LLC (“XRoads”). Such agreement was terminated effective August 7, 2009. As of the date of filing this report, the Company accrued an aggregate of $37,500 in fees related to services provided by XRoads pursuant to the XRoads Agreement. On November 18, 2009, the Company and XRoads entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) relating to the payment of amounts due under the XRoads Agreement.

Pursuant to the Settlement Agreement, the Company agreed to pay XRoads, in full and complete satisfaction and settlement of all obligations under the XRoads Agreement, the sum of $40,000, which will be paid to XRoads in six weekly installments beginning December 4, 2009 and ending January 8, 2010. In consideration for the payment of such amounts, the Company and XRoads agreed to release each other from all claims related to the XRoads Agreement prior to the date XRoads receives all of such payments. In the event the Company defaults in its payment obligations pursuant to the Settlement Agreement, XRoads shall be entitled to recover all damages underlying any claim under the XRoads Agreement and recover its attorneys’ fees incurred in the enforcement of the Settlement Agreement.

The Assignment Agreement, Amendment No. 2 and the Settlement Agreement (collectively, the “Agreements”) also include various other provisions customary for transactions of this nature. The foregoing is a summary of certain material provisions of the Agreements. This summary is not intended to be complete and is qualified in its entirety by reference to the Agreements, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description	~~Description~~
10.1	Settlement Agreement and Release dated December 23, 2009 by and between AICCO, Inc. and ClearPoint Business Resources, Inc.	~~Assignment and Assumption Agreement, Option and Bill of Sale dated November 18, 2009 by and between ClearPoint Resources, Inc. and Staffchex, Inc.~~
10.2	Judgment Note dated December 23, 2009 issued to AICCO, Inc.	~~Amendment No. 2 to the iLabor Network Supplier Agreement dated November 18, 2009 between ClearPoint Resources, Inc., Staffchex, Inc. and Staffchex Servicing, Inc.~~
10.3		Settlement Agreement and Mutual Release dated as of November 18, 2009 by and between ClearPoint Business Resources, Inc., ClearPoint Resources, Inc. and XRoads Solutions Group, LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CLEARPOINT BUSINESS RESOURCES, INC. By: /s/ Michael Traina Name: Michael Traina Title: Chief Executive Officer

	CLEARPOINT BUSINESS RESOURCES, INC.

	By:	/s/ John G. Phillips
	Name:	John G. Phillips
	Title:	Chief Financial Officer

Date: January 5, 2010

~~Date: November 24, 2009~~3

Exhibit Index

Exhibit No.	Description	~~Description~~
10.1	Settlement Agreement and Release dated December 23, 2009 by and between AICCO, Inc. and ClearPoint Business Resources, Inc.	~~Assignment and Assumption Agreement, Option and Bill of Sale dated November 18, 2009 by and between ClearPoint Resources, Inc. and Staffchex, Inc.~~
10.2	Judgment Note dated December 23, 2009 issued to AICCO, Inc.	~~Amendment No. 2 to the iLabor Network Supplier Agreement dated November 18, 2009 between ClearPoint Resources, Inc., Staffchex, Inc. and Staffchex Servicing, Inc.~~
10.3		Settlement Agreement and Mutual Release dated as of November 18, 2009 by and between ClearPoint Business Resources, Inc., ClearPoint Resources, Inc. and XRoads Solutions Group, LLC.

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