IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CLEARPOINT BUSINESS RESOURCES, INC., et al., 1 Debtors. Chapter 11 Case No. 10-12037 (Joint Administration Requested) APPLICATION OF DEBTORS PURSUANT TO 28 U.S.C. 156(C) AND LOCAL RULE 2002-1(F) FOR AUTHORIZATION TO (1) EMPLOY AND RETAIN OMNI MANAGEMENT GROUP, LLC AS CLAIMS, BALLOTING, NOTICING AND ADMINISTRATIVE AGENT FOR THE DEBTORS AND (2) APPOINT OMNI MANAGEMENT GROUP, LLC AS AGENT OF THE BANKRUPTCY COURT NUNC PRO TUNC TO THE PETITION DATE The above-captioned debtors and debtors in possession (the Debtors ) hereby apply to the Court for an order, in the form attached to this Application, pursuant to 28 U.S.C. 156, employing Omni Management Group, LLC ( Omni or the Firm ), effective nunc pro tunc as of the Petition Date (defined below), as claims, balloting, noticing and administrative agent and appointing Omni as agent of the Bankruptcy Court (the Application ). The Debtors do not believe that Omni is a professional person within the meaning of section 327(a) of title 11, chapter 11 of, United States Code, as amended (the Bankruptcy Code ); nonetheless, as set forth herein and in the Declaration of Paul Deutch in Support of the Application of Debtors for Authorization to (1) Employ and Retain Omni Management Group, LLC As Claims, Balloting, Noticing and Administrative Agent for The Debtors and (2) Appoint Omni Management Group, LLC as Agent of The Bankruptcy Court Nunc Pro Tunc to The Petition Date attached as 1 The Debtors, along with the last four digits of their federal tax identification numbers, are: ClearPoint Business Resources, Inc. (4371) and ClearPoint Resources, Inc. (9869). The Debtors mailing address for purposes of these cases is P.O. Box 3400. Easton, PA. 18045.

Exhibit A to this Application (the Deutch Declaration ), the Debtors respectfully submit that Omni is a disinterested person under section 101 of the Bankruptcy Code. In support of the Application, the Debtors respectfully state as follows: Jurisdiction, Venue & Statutory Predicate The Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334(b). Venue is proper pursuant to 28 U.S.C. 1408 and 1409. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). The statutory predicate for the relief requested herein is 28 U.S.C. 156(c), 11 U.S.C. 363(b) and Del. Bankr. L. R. 2002-1(f). Background On June 23, 2010 (the Petition Date ), the Debtors each filed with the Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and manage their property as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No creditors committee has been appointed in these cases. No trustee or examiner has been appointed. The factual background relating to the Debtors, including their current and historical business operations and the events precipitating the chapter 11 filings, are set forth in detail in the Declaration of Christine Doelp in Support of the Debtors Chapter

11 Petitions and First Day Pleadings (the Doelp Declaration ) filed concurrently with this Application and incorporated herein by reference. 2 Relief Requested By this Application, the Debtors seek an order (i) retaining Omni, at the expense of the estate and effective as of the Petition Date, as claims, balloting, noticing and administrative agent pursuant to 28 U.S.C. 156(c), and (ii) appointing Omni as agent of the Bankruptcy Court. The proposed terms of Omni s employment are set forth in the engagement agreement between the Debtors and Omni (the Engagement Letter ), a copy of which is attached hereto as Exhibit B. Basis for Relief Omni is Well-Qualified to Act as Administrative Agent Omni is one of the country s leading chapter 11 administrators with expertise in noticing, claims processing, claims reconciliation and distribution and ballot tabulation. Omni has acted as claims and noticing agent in hundreds of bankruptcy cases and is well qualified to provide the Debtors with experienced services as claims, noticing, balloting and administrative agent in connection with these chapter 11 cases. Among some of the larger chapter 11 cases in which Omni has acted, or currently is acting, as notice agent, claims agent and/or balloting agent to the debtor, are: Monaco Coach Corporation, Robbins Bros., WL Homes, LLC, etoys Direct 1, LLC, Three A s Holding, Owens Corning, Maxide Acquisition, Inc., Peregrine Systems, Inc., Service Merchandise 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Deutch Declaration.

Company; Federal Employees Distributing Company, d/b/a Fedco., Inc.; The Singer Company; Incomnet Communications, Inc.; Pacific Gas & Electric; Advanced Environmental; and Sabratek Corporation. In light of the Firm s experience and the efficient and cost-effective methods that it has developed, the Debtors estates and creditors will clearly benefit from the appointment of the Firm as the claims and noticing agent in these Chapter 11 cases. The Services to be Provided by the Firm for the Estates The creditor matrices in the Debtors cases aggregate over 2,700 parties to whom certain notices must be sent. Such an extremely large number of creditors and parties in interest will undoubtedly impose heavy administrative and other burdens on the Court and the Office of the Clerk of the Court (the Clerk s Office ). The Debtors will also need assistance in managing and addressing the myriad of administrative issues that will likely arise in these cases. In addition, in connection with any plan of reorganization proposed by the Debtors, the Debtors have determined that they will require the services of Omni to act as solicitation agent with respect to, inter alia, the mailing of a disclosure statement, the plan and related ballots, and maintaining and tallying ballots in connection with the voting on such plan. To relieve and assist with these burdens, the Debtors request the appointment of the Firm as claims, balloting, noticing and administrative agent in these Chapter 11 cases. Under Bankruptcy Rule 2002(a), the Bankruptcy Court may direct that a person other than the clerk serve notices upon creditors and parties in interest. Moreover,

28 U.S.C. 156(c), which governs the staffing and expenses of the Court, authorizes the Court to procure the services of third parties to assist with noticing and other chapter 11 administrative matters: 28 U.S.C. 156(c). Any court may utilize facilities or services, either on or off of the court s premises, which pertain to the provision of notices, dockets, calendars, and other administrative information to parties in cases filed under the provisions of title 11, United States Code, where the cost of such facilities or services are paid for out of the assets of the estate and are not charged to the United States. The utilization of such facilities or services shall be subject to such conditions and limitations as the pertinent circuit council may prescribe. Moreover, Rule 2002-1(f) of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Rules ) requires, in all cases with more than 200 creditors, that the debtor file a motion to retain a noticing agent on the first day of the case or within ten (10) days thereafter. Del. Bankr. L.R. 2002-1(f). The Debtors seek an order appointing Omni to render, in accordance with the Engagement Letter, the following services as claims, noticing and balloting agent, without being exhaustive: in these Chapter 11 cases, including: Upon the Debtors request, preparing and serving required notices notice of the commencement of these Chapter 11 cases and the initial meeting of creditors under section 341(a) of the Bankruptcy Code; notice of the claims bar date;

notices of objections to claims; notices of any hearings on a disclosure statement and confirmation of a plan of reorganization; and such other miscellaneous notices as the Debtors or Court may deem necessary or appropriate for an orderly administration of these Chapter 11 cases. After the service of a particular notice by Omni, filing with the Clerk s Office a certificate or affidavit of service that includes (i) a copy of the notice served, (ii) an alphabetical list of persons on whom the notice was served, along with corresponding addresses and (iii) the date and manner of service; filed in these cases; Maintaining copies of all proofs of claim and proofs of interest Maintaining official claims registers in these cases by docketing all proofs of claim and proofs of interest in a claims database that includes the following information for each such claim or interest asserted: the name and address of the claimant or interest holder and any agent thereof, if the proof of claim or proof of interest was filed by an agent; the date the proof of claim or proof of interest was received by Omni and/or the Court; the claim number assigned to the proof of claim or proof of interest; and the asserted amount and classification of the claim. Implementing necessary security measures to ensure the completeness and integrity of the claims registers;

Transmitting to the Clerk s Office a copy of the claims registers on a weekly basis, unless requested by the Clerk s Office on a more or less frequent basis; Maintaining an up-to-date mailing list for all entities that have filed proofs of claim or proofs of interest and making such list available upon request to the Clerk s Office or any party in interest; Providing access to the public for examination of the proofs of claim or proofs of interest filed in these cases without charge during regular business hours; Recording all transfers of claims pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and providing notice of such transfers as required by Bankruptcy Rule 3001(e), if directed to do so by the Court; Complying with applicable federal, state, municipal and local statues, ordinances, rules, regulations, orders and other requirements in connection with its activities in these cases; Providing temporary employees to process claims, as necessary; Promptly complying with such further conditions and requirements as the Clerk s Office or the Court may at any time prescribe; Acting as balloting agent for any plan of reorganization filed by the Debtors; n. Provide the Debtors with an informational website which will provide access to general case information, the official claims registry, and the

ability for creditors to submit inquiries electronically; and Providing such other claims processing, noticing, balloting, and related administrative services as may be requested from time to time by the Debtors. The Debtors also request that the Clerk of the Court release all filed claims directly to the Firm. In connection with its appointment as administrative agent, the Debtors understand and the Firm acknowledges that, among other things that: it will not consider itself employed by the United States government and shall not seek any compensation from the United States government in its capacity as Claims and Noticing Agent in these Chapter 11 cases; by accepting employment in these Chapter 11 cases, Omni waives any rights to receive compensation from the United States government; in its capacity as Claims and Noticing Agent in these Chapter 11 cases, Omni will not be an agent of the United States and will not act on behalf of the United States; Omni will not misrepresent any fact to the public; and Omni will not employ any past or present employees of the Debtors in connection with its work as Noticing Agent in these Chapter 11 cases. Compensation of the Firm The compensation to be provided by the Debtors to the Firm for services rendered is set forth in detail in the Engagement Letter and incorporated herein for all purposes.

The Debtors seek authorization to compensate Omni for services rendered and to reimburse Omni for expenses incurred upon the Debtors receipt of reasonably detailed statements of fees and expenses, without further order of this Court and without any requirement to file interim or final applications. Payments are to be based upon the submission to the Debtors by Omni of a billing statement, which includes a detailed listing of services, expenses and supplies, at the end of each calendar month. The Firm charges for its services at the following hourly rates: Senior Consultants ($195 - $295); Consultants and Project Specialists ($75 - $150); Programmers ($130 - $185); and Clerical Support ($35 - $95). Omni reviews and revises its billing rates on January 2nd of each year. Omni has relationships with and may periodically use, with the Debtors prior written consent and approval, independent contractors with specialized skills and abilities to assist in this engagement; provided, however, that Omni shall be responsible for the actions and activities of such independent contractors and ensure that such independent contractors comply with all of the terms of the Engagement Letter. If Omni finds it desirable to augment its professional staff with independent contractors (an I/C ) in these cases, (i) Omni will file, and require the I/C to file, 2014 affidavits indicating that the I/C has reviewed the list of the interested parties in these cases, disclosing the I/C s relationships, if any, with the interested parties and indicating that the I/C is disinterested; (ii) the I/C must remain disinterested during the time that Omni is involved in providing services on behalf of the Debtor; and (iii) the I/C must represent that he/she will not work for the Debtors or other parties in interest in

these cases during the time Omni is involved in providing services to the Debtors. Omni s standard practice is to charge for an I/C s services at the Omni rate for a professional of comparable skill and experience, which rate typically exceeds the compensation provided by Omni to such I/C. As an administrative agent and an adjunct to the Court, the Debtors do not believe that Omni is a professional whose retention is subject to section 327 of the Bankruptcy Code or whose compensation is subject to approval under sections 330 and 331 of the Bankruptcy Code. Specifically, the Debtors propose to compensate Omni on a monthly basis for those services performed by Omni during the preceding calendar month, on or after that date which is ten calendar days following service of the relevant monthly invoice on each of the Debtors, counsel for the Debtors, the Office of the United States Trustee, counsel for the Committee, and counsel to the Secured Lender (collectively, the Notice Parties ). In the event that one or more of the Notice Parties objects to the invoice within the ten day period following service of a monthly invoice as provided for herein, the Debtors will pay Omni only the undisputed portion of the invoice, if any. If an objection to an invoice is made, the objecting party shall schedule a hearing before the Court to consider the disputed invoice or the disputed portion thereof, as applicable. The Debtors shall pay the disputed portion of any such invoice to Omni only upon authorization of the Court that such disputed portion, or a sub-portion thereof, shall be paid, following notice and hearing thereon.

In the 90 days prior to the Petition Date, the Firm received a $10,000 prepetition retainer (the Retainer ) from the Debtors, and incurred fees and expenses in the aggregate prepetition amount of approximately $1,559.90. The Firm s prepetition fees and expenses, which were incurred primarily in connection with the Firm s providing administrative support in relation to back office accounting processes and administration of new information systems in relation to assets, liabilities, creditors and other information necessary for the operations and administration of the Debtors and the preparations for their bankruptcy case filings were pre-paid via the Retainer. There are no amounts owed to the Firm as of the Petition Date. The Firm is currently holding the approximately $8,440.10 remaining amount of the Retainer. There are no arrangements between the Firm and any other entity for the sharing of compensation received or to be received in connection with these cases, except insofar as such compensation may be shared among the Firm s employees. To the best of the Debtors knowledge, and based upon and except as set forth in the Deutch Declaration attached as Exhibit A to this Application, the Firm does not (i) represent any interest adverse to the Debtors or the estate; (ii) have any connection with the Debtors, their creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee; or (iii) employ any person that is related to a judge of this Court or the United States Trustee for the District of Delaware. In addition, to the best of the Debtors

knowledge and based on the Deutch Declaration, the Firm is a disinterested person under applicable sections of the Bankruptcy Code. After considering its quality of performance in other cases, the Debtors concluded that Omni was the best choice for Claims and Noticing Agent in these cases. The Debtors believe that the Engagement Letter contemplates compensation at a level that is reasonable and appropriate for services of this nature, and is consistent with the compensation arrangement charged by Omni in other cases in which it has been retained to perform similar services. The Debtors need to employ a claims agent with proven competence and believes that Omni so qualifies. It is therefore respectfully submitted that approval of the Engagement Letter is in the best interests of the Debtors, their estates and their creditors. Notice Notice of this Application has been given to the following parties or, in lieu thereof, to their counsel, if known: (a) the Office of the United States Trustee, (b) the Debtors prepetition lenders, and (c) the Debtors consolidated Top 30 unsecured creditors. As the Application is seeking first day relief, within two business days of the hearing on the Motion, the Debtors will serve copies of the Application and any order entered respecting the Application as required by Del. Bankr. LR 9013-1(m). The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. No Prior Request

any other court. No prior motion for the relief requested herein has been made to this or [The Remainder of the Page is Intentionally Blank]

EXHIBIT A

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CLEARPOINT BUSINESS RESOURCES, INC., et al., 1 Debtors. Chapter 11 Case No. 10-12037 (Joint Administration Requested) DECLARATION OF PAUL DEUTCH IN SUPPORT OF THE APPLICATION OF DEBTORS PURSUANT TO 28 U.S.C. 156(c) AND LOCAL RULE 2002-1(f) FOR AUTHORIZATION TO (1) EMPLOY AND RETAIN OMNI MANAGEMENT GROUP, LLC AS CLAIMS, BALLOTING, NOTICING AND ADMINISTRATIVE AGENT FOR THE DEBTORS AND (2) APPOINT OMNI MANAGEMENT GROUP, LLC AS AGENT OF THE BANKRUPTCY COURT NUNC PRO TUNC TO THE PETITION DATE PAUL DEUTCH of Omni Management Group, LLC makes this Declaration pursuant to 28 U.S.C. 1746 and states: 2 I am a Senior Consultant of Omni Management Group LLC, formerly known as Robert L. Berger & Associates, Inc. ( Omni ), a data processing company specializing in the administration of bankruptcy cases. I have been a bankruptcy professional since 1995. I submit this declaration in support of the Application of Debtors for Authorization to (1) Employ and Retain Omni Management Group, LLC As Claims, Balloting, Noticing and Administrative Agent for The Debtors and (2) Appoint Omni Management Group, LLC as Agent of The Bankruptcy Court Nunc Pro Tunc to The Petition Date (the Application ) filed by the above-captioned debtors and debtors in 1 The Debtors, along with the last four digits of their federal tax identification numbers, are: ClearPoint Business Resources, Inc. (4371) and ClearPoint Resources, Inc. (9869). The Debtors mailing address for purposes of these cases is P.O. Box 3400. Easton, PA. 18045. 2 Certain of the disclosures herein relate to matters within the knowledge of other members at Omni and are based on information provided by them.

possession in the above-referenced chapter 11 cases (the Debtors ). Except as otherwise noted, I have personal knowledge of the matters set forth herein. 3 Omni is one of the country s leading chapter 11 administrators with expertise in noticing, claims processing, claims reconciliation and distribution and ballot tabulation. Omni has acted as claims and noticing agent in hundreds of bankruptcy cases and is well qualified to provide the Debtors with experienced services as claims, noticing, balloting and administrative agent in connection with these chapter 11 cases. Among some of the larger chapter 11 case in which Omni has acted, or currently is acting, as notice agent, claims agent and/or balloting agent to the debtor, are: Monaco Coach Corporation, Robbins Bros., WL Homes, LLC, etoys Direct 1, LLC, Three A s Holding, Owens Corning, Maxide Acquisition, Inc., Peregrine Systems, Inc., Service Merchandise Company; Federal Employees Distributing Company, d/b/a Fedco., Inc.; The Singer Company; Incomnet Communications, Inc.; Pacific Gas & Electric; Advanced Environmental; and Sabratek Corporation. In light of the Firm s experience and the efficient and cost-effective methods that it has developed, the Debtors estates and creditors will clearly benefit from the appointment of the Firm as the claims and noticing agent in these Chapter 11 cases. I am informed and believe that the creditor matrices in the Debtors cases aggregate over 2,700 parties to whom certain notices must be sent. 3 Certain of the disclosures herein relate to matters within the knowledge of other members at Omni and are based on information provided by them.

To the best of my knowledge, information and belief, insofar as I have been able to ascertain after reasonable inquiry by myself or other Omni employees, other than in connection with this engagement, neither I, nor Omni, nor any of its managing directors, employees, agents or affiliates, have any connection with the Debtors, their creditors, the United States Trustee for the District of Delaware, or any other party with an actual or potential interest in these chapter 11 cases, or its respective attorneys or accountants, except as set forth below: Omni is not employed by, and has not been employed by, any entity other than the Debtors in matters related to these chapter 11 cases. From time to time, Omni has provided services, and likely will continue to provide services, to certain creditors of the Debtors and various other parties adverse to the Debtors in matters wholly unrelated to these chapter 11 cases. As described below, however, Omni has undertaken a detailed search to determine, and to disclose, whether it is providing or has provided, services to any significant creditor, investors, insider or other party in interest in such unrelated matters. Omni provides services in connection with numerous cases, proceedings and transactions unrelated to these chapter 11 cases. Those unrelated matters involve numerous attorneys, financial advisors and creditors, some of whom may be claimants or parties with actual or potential interests in these chapter 11 cases, or may represent such parties. Omni s personnel may have business associations with certain creditors of the Debtors unrelated to these chapter 11 cases. In addition, in the ordinary course of its business, Omni may engage counsel or other professionals in unrelated matters who now represent, or who may in the future represent, creditors or other parties in interest in these chapter 11 cases. Omni searched its client database to determine whether it had any relationships with the following: the Debtors and their affiliates;

the officers and directors of the Debtors; the Debtors largest vendors, contract parties, litigation parties and lessors; the Debtors consolidated top 20 unsecured creditors; The attorneys and other professionals of the Debtors; The significant pre-petition lenders of the Debtors and their professionals; The proposed post-petition lender(s) to the Debtors and their professionals; Parties believed to hold material amounts of the Debtors stock and other securities; and Other potentially adverse parties. Based on that search, Omni represents that, to the best of its knowledge, Omni knows of no fact or situation that would represent a conflict of interest for Omni with regard to the Debtors. Based on the information available to me, I believe that Omni is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code in that Omni and its personnel: are not creditors, equity security holders or insiders of the Debtors; are not and were not, within two years before the date of the filing of the Debtors Chapter 11 petitions, directors, officers or employees of the Debtors; and do not have an interest materially adverse to the interests of the Debtors estate or any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors or any investment banker for an outstanding security of the Debtors. Omni submits that it holds no adverse interest as to the matters for which it has been employed by the Debtors. Certain individuals affiliated with Omni may

render claims, noticing and balloting services to the Debtors on a part time basis, while others have been and/or will continue to be engaged full time. To the extent such individuals are employed on a part-time basis, Omni submits that there are no simultaneous or prospective engagements existing which would constitute a conflict or adverse interest as to the matters for which it has been employed by the Debtors, nor would Omni staff such part-time temporary staff on any future matter that would constitute a conflict or adverse interest to these matters. Omni has represented and may in the future represent certain interested parties in matters wholly unrelated to these chapter 11 cases, either individually or as part of representation of a committee of creditors or interest holders. Omni represents, among other things, that: (a) (b) (c) (d) It will not consider itself employed by the United States government and shall not seek any compensation from the United States government in its capacity as Claims and Noticing Agent; By accepting employment in these bankruptcy cases, Omni waives any right to receive compensation from the United States government; In its capacity as Claims and Noticing Agent, Omni will not be an agent of the United States and will not act on behalf of the United States; and Omni will not employ any past or present employees of the Debtors in connection with its work as Claims and Noticing Agent. According to the books and records of Omni, in the 90 days prior to the Petition Date, the Firm received a $10,000 prepetition retainer (the Retainer ) from the Debtors, and incurred fees and expenses in the aggregate prepetition amount of

approximately $1,559.90. The Firm s prepetition fees and expenses, which were incurred primarily in connection with the Firm s providing administrative support in relation to back office accounting processes and administration of new information systems in relation to assets, liabilities, creditors and other information necessary for the operations and administration of the Debtors and the preparations for their bankruptcy case filings, were pre-paid via the Retainer. There are no amounts owed to the Firm as of the Petition Date. The Firm is currently holding the $8,440.10 remaining amount of the Retainer. Subject to the Court s approval, the Debtors have agreed to compensate Omni for services rendered in connection with these Chapter 11 cases pursuant to the Engagement Letter entered into by and between the Debtors and Omni, a true and correct copy of which is attached as Exhibit B to the Application. Payments are to be based upon the submission to the Debtors by Omni of a billing statement, which includes a detailed listing of services, expenses and supplies, at the end of each calendar month. Omni will apply the remaining balance of the Retainer against postpetition petition fees and expenses incurred by Omni. As an administrative agent and an adjunct to the Court, Omni is not a professional whose retention is subject to section 327 of the Bankruptcy Code or whose compensation is subject to approval under sections 330 and 331 of the Bankruptcy Code. Specifically, the Debtors propose to compensate Omni on a monthly basis for those services performed by Omni during the preceding calendar month, on or after that date which is ten calendar days following service of the relevant monthly invoice on each of

the Debtors, counsel for the Debtors, the Office of the United States Trustee, counsel for the Committee and counsel to the Secured Lender (collectively, the Notice Parties ). In the event that one or more of the Notice Parties objects to the invoice within the ten day period following service of a monthly invoice as provided for herein, the Debtors will pay Omni only the undisputed portion of the invoice, if any. If an objection to an invoice is made, the objecting party shall schedule a hearing before the Court to consider the disputed invoice or the disputed portion thereof, as applicable. The Debtors shall pay the disputed portion of any such invoice to Omni only upon authorization of the Court that such disputed portion, or a sub-portion thereof, shall be paid, following notice and hearing thereon. The compensation arrangement provided for in the Engagement Letter is consistent with and typical of arrangements entered into by Omni and other such firms with respect to rendering similar services for clients such as the Debtors. Despite the efforts described above to identify and disclose Omni s connections with parties in interest in these chapter 11 cases, Omni is unable to state with certainty that every client relationship or other connection has been disclosed. In this regard, if Omni discovers additional information that requires disclosure, Omni will file a supplemental disclosure with the Court. Omni reserves the right to supplement this Declaration in the event that Omni discovers any facts bearing on matters described in this Declaration regarding Omni s employment with the Debtors.

Omni will comply with all requests of the Clerk of the Court and the guidelines promulgated by the Judicial Conference of the United States for the implementation of 28 U.S.C. 156(c).

Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that, to the best ofmy knowledge and after reasonable inquiry, the foregoing is true and correct. ~0 " Executed thj,c4- day ofjune, 2010 atnork,

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CLEARPOINT BUSINESS RESOURCES, INC., et al., 1 Debtors. Chapter 11 Case No. 10-12037 (Joint Administration Requested) ORDER GRANTING APPLICATION OF THE DEBTORS PURSUANT TO 28 U.S.C. 156(c) AND LOCAL RULE 2002-1(f) FOR AUTHORIZATION TO (1) EMPLOY AND RETAIN OMNI MANAGEMENT GROUP, LLC AS CLAIMS, BALLOTING, NOTICING AND ADMINISTRATIVE AGENT FOR THE DEBTORS AND (2) APPOINT OMNI MANAGEMENT GROUP, LLC AS AGENT OF THE BANKRUPTCY COURT NUNC PRO TUNC TO THE PETITION DATE Upon the application (the Application ) 2 of the above-captioned debtors (the Debtors ), (i) seeking authorization to employ and retain Omni Management Group, LLC ( Omni or the Firm ) as claims, noticing and balloting agents to the Debtors, and (ii) appointing Omni as agent of the Bankruptcy Court, nunc pro tunc to the Petition Date; and upon the Declaration of Paul Deutch in Support of the Application of Debtors for Authorization to (1) Employ and Retain Omni Management Group, LLC as Claims, Balloting, Noticing and Administrative Agent for the Debtors and (2) Appoint Omni Management Group, LLC as Agent of the Bankruptcy Court Nunc Pro Tunc to the Petition Date (the Deutch Declaration ), which was submitted concurrently with the Application; and the Court being satisfied, based on the representations made in the Application and the Deutch Declaration, that Omni represents or holds no interest adverse to the Debtors or the Debtors estate with respect to the matters upon which it is 1 The Debtors, along with the last four digits of their federal tax identification numbers, are: ClearPoint Business Resources, Inc. (4371) and ClearPoint Resources, Inc. (9869). The Debtors mailing address for purposes of these cases is P.O. Box 3400. Easton, PA. 18045. 2 Capitalized terms, unless otherwise defined herein, shall have the meanings ascribed to them in the Application.

to be engaged, and is disinterested as that term is defined under section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and that the employment of Omni is necessary and in the best interests of the Debtors and the Debtors estate; and it appearing that the Court has jurisdiction to consider the Application; and it appearing that due notice of the Application has been given and no further notice need be given; and upon the proceedings before the Court; and after due deliberation and good and sufficient cause appearing; it is ORDERED that the Application is granted as provided herein; and it is further ORDERED that pursuant to 28 U.S.C. 156, 11 U.S.C. 363(b) and Del. Bankr. L. R. 2002-1(f), the Debtors are authorized to employ and retain Omni Management Group, LLC as its claims agent, noticing agent and administrative agent, effective nunc pro tunc to the Petition Date, on the terms set forth in the Application and the Engagement Letter, such terms being subject to the provisions of this Order; and it is further ORDERED that Omni shall be authorized to perform such tasks as the Debtors request in the Application and Engagement Letter as well as to receive the list of creditors and receive, maintain, record and otherwise administer and catalog any and all Proofs of Claim relating to these chapter 11 cases; provided, however, that Omni is not authorized to serve as the Debtors disbursing agent in connection with any plan process; provided further, that the services to be provided by Omni pursuant to the catch-all provision in the Application shall be limited to those ministerial services incident to the firm s role as claims agent; and it is further

ORDERED that Omni is designated as the authorized recipient and repository for all Proofs of Claim as custodian for the Clerk s office, and Omni is authorized to maintain as agent for the Clerk s office an official claims register, and to provide the Clerk s office with a certified duplicate thereof on a monthly basis; and it is further ORDERED that the Clerk of the Bankruptcy Court is authorized to transmit to Omni all Proofs of Claim heretofore filed in these Chapter 11 cases, and to transmit to Omni all Proofs of Claim hereafter received by the Clerk s office; and it is further ORDERED that Omni shall maintain a Claims Register which shall reflect in sequential order the claims filed in these chapter 11 cases, specifying (i) the claim number, (ii) the date such claim was received by the Clerk s office (if such claim was not time-stamped by the Clerk, then the date on which Omni receives such claim shall be indicated), (iii) the name and address of the claimant and the agent, if any, that filed such proof of claim, (iv) the amount of said claim, and (v) the classification(s) of such claim (e.g., secured, unsecured, priority, etc.); and it is further ORDERED that Omni is authorized to perform all related tasks to process the Proofs of Claim and maintain a Claims Register, including, without limitation, recording transfers of claims; and it is further ORDERED that upon termination of the firm s engagement or the close of these chapter 11 cases (whichever occurs first), Omni shall return or transfer all Proofs of Claim received by it and other engagement-related data on terms acceptable to, and as directed by, the Clerk s office; and it is further

ORDERED that the Debtors are authorized to execute such documents, take such action and do such things as may be necessary to implement and effectuate the terms of this Order; and it is further ORDERED that pursuant to section 503(b)(1)(A) of the Bankruptcy Code, Omni s fees and expenses incurred pursuant to the Engagement Letter are to be treated as an administrative expense of the Debtors chapter 11 estate, and upon the receipt of reasonably detailed statements of expenses and charges, the Debtors are is authorized and empowered to compensate Omni without further Court order for services rendered, plus reimbursement of all reasonable and necessary expenses incurred, in accordance with the Engagement Letter; provided, however, that Omni will serve monthly invoices on the Debtors, counsel for the Debtors, the Office of the United States Trustee, the Debtors secured lenders, and any official committees that may be appointed in these cases, and any dispute between Omni and the aforementioned parties with respect to fees and expenses that cannot be resolved shall be presented to the Court for resolution thereof; provided further, that Omni shall draw down on its retainer prior to seeking additional payments from the Debtors on account of allowed fees and expenses; and it is further ORDERED that neither the Debtors nor Omni shall terminate the retention of Omni in these proceedings without further order of the Court after notice. If Omni s services are terminated, Omni shall perform its duties until the transition with the Bankruptcy Court clerk s office or any successor claim/noticing agent; and it is further ORDERED, that nothing herein obligates a successor chapter 7 trustee or chapter 11 trustee to employ Omni; and it is further

ORDERED that this Court shall retain jurisdiction over any issues arising from the implementation or interpretation of this order. Dated: June, 2010 United States Bankruptcy Judge