UNITED STATES BANKRUPTCY COURT

District of Delaware
(if more than one, state all):
20-2349869
1600 Manor Drive, Suite 110
Chalfont, PA
Easton, PA
Location
Type of Debtor
(Form of Organization)
(Check one box.)
0 Individual (includes Joint Debtors)
See Exhibit Don page 2 ofthisform.
Ill Corporation (includes LLC and LLP)
D Partnership
D Other (If debtor is not one of the above entities,
check this box. and state tYPe of entity below.)
Ill Full Filing Fee attached.
0
0
0
0
0
~
(include married, maiden, and trade names):
(if more than one, state all):
Nature of Business
(Check one box..)
Health Care Business
Single Asset Real Estate as defined in
11 u.s.c 101(51B)
Railroad
Stockbroker
Commodity Broker
Clearing Bank
Other
Tax-Exempt Entity
(Check box, if applicable.)
0
0
b2l
0
0
Chapter of Bankruptcy Code
the Petition is Filed (Check one box..)
Chapter?
Chapter9
Chapter 11
Chapter 12
Chapter 13
0 Chapter 15 Petition for
Recognition of a Foreign
Main Proceeding
0 Chapter 15 Petition for
Recognition of a Foreign
Nonmain Proceeding
Nature of Debts
(Check one box.)
0 Debts are primarily consumer
debts, defined in 11 U.S.C.
li!} Debts are primarily
business debts.
0 Debtor is a tax.-exempt organization
under Title 26 of the United States
Code (the Internal Revenue Code).
101(8) as "incurred by an
individual primarily for a
personal, family, or house-
hold "
11 Debtors
Check one box:
0 Debtor is a small business debtor as defined in 11 U.S.C. lOl(SlD),
[!1 Debtor is not a small business debtor as defined in 11 U.S.C. lOl(SID).
0 Filing Fee to be paid in installments (applicable to individuals only). Must attach
signed application for the court's consideration certifying that the debtor is
unable to pay fee except in installments. Rule 1006(b). See Official Form 3A.
Check if:
0 Debtor's aggregate noncontingcnt liquidated debt.<: (excluding debts owed to
insiders or affiliates) are less than $2,343,300 (amount subject to adJustment
on 4101/13 and every three years thereafter). 0 Filing Fee waiver requested (applicable to chapter 7 individuals only). Must
attach signed application for the court's consideration. See Official Form 3B.
Check all applicable boxes:
0 A plan is being filed with this petition.
0 .of the plan w e r ~ solicited prepetition from one or more classes
Statisticai/Adm inistrative Information THISSPACEJS FOR
COURT USE ONLY
0
Debtor estimates that funds will be available for distribution to unsecured creditors.
lilJ
Debtor estimates that, exempt property is excluded and administrative expenses paid, there will be no funds available for
0 0 0 0 0 0 0 0
l-49 50-99 200-999 1,000- 5,001- 10,001- 25,001- 50,001- Over
5,000 10,000 25,000 50,000 100,000 100,000
Assets
0 0 0 0 lilJ 0 0 0 0 0
$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than
$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion
million million million million
0 0 0 0 0 ~ 0 0 0 0
SO to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than
$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion
Bl (OfficialFonn 1) (4/10) Page2
Voluntary Petition
Name ofDebtor(s):
(This paf!.e must be completed and filed in every case.)
ClearPoint Resources, Inc.
All Prior Bankruptcy Cases Filed Within Last 8 Years Of more than two, attach additional sheet.
Location Case Number: Dale Filed:
Where Filed:
.
Location Case Number: Date Filed:
Where Filed:
Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor Of more than one, attach additional sheet.)
Name of Debtor: Case Number: Date Filed:
ClearPoint Business Resources, Inc.
District:
District of Delaware
Relationship: Judge:
Exhibit A Exhibit B
(To be completed if debtor is an individual
(To be completed if debtor is required to file periodic report<; (e.g., forms IOK and IOQ) whose debts are primarily consumer debts.)
with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and is requesting relief nuder chapter 11.) I, the attorney for the petitioner named in the foregoing petition, declare that I
have it1fonned the petitioner that [he or she] may proceed under chapter 7, 11, 12,
or 13 of title 11, United States Code, and have explained the relief available under
each such chapter. I further certify that I have delivered to the debtor the notice
required by 11 U.S.C. 342(b).
D
Exhibit A is attached and made a patt of this petition. X
Siguature of Attorney for Debtor(s) (Date
Exhibit C
Does the debtor own or have possession of any propctty that poses or is alleged to pose a threat of immin.ent and identifiable hann to public health or safety?
D
Yes, and ExhibitC is attached and made a part of this petition.
l!i No.
Exhibit D
(To be completed by every in.dividual debtor. If a joittt petition is filed, each spouse must complete and attach a separate Exhibit D.)
D
Exhibit D completed and signed by the debtor is attached and made a part of this petition.
If this is a joint petition:
D
Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.
Information Regarding the Debtor- Venue
~
(Check any applicable box.)
Debtor has been. domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately
preceding the date of this petition or for a longer part of such 180 days than in any other District
D
There is a bankruptcy case concerning debtor's affiliate, gen.eral partner, or partnership pending in this District
D
Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in. the United States in. this District, or has
no principal place of business or assets in the United States but is a defendant in an action or proceeding {in a federal or state court] in this
District, or the interests of the parties will be served in regard to the relief sought in this District
Certification by a Debtor Who Resides as a Tenant of Residential Property
(Check all applicable boxes.)
D
Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)
(Name of landlord that obtained judgment)
(Add""''"""'"'"!
D
Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure the
entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and
D
Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day period after the filing
of the petition.
D
Debtor certifies that he/she has served the Landlord with thi<; certification. (11 u.s. c. 362(1)).
B1 (Official Form) 1 (4/10) Page3
Voluntary Petition
o1Ji'"''rW'
(This paze mU%t be completed and filed in every crue.)
ear o1n esources, !nc.
Signatures
Signature(s) ofDcbtor(s) (IndividualfJoint) Signature of a Foreign Representative
I declare under penalty of perjury that tlte information provided in this petition is true
I declare under penalty of perjury that the information provided in this petition is
and correct.
true and correct, that I am the foreign representative of a debtor itt a foreign
[If petitioner is an individual whose debts are primarily consumer debts and has
proceeding, and that I am authorized to file this petition.
chosen to file lmder chapter 7} I am aware that I may proceed under chapter 7, 11, 12
(Check only one box..)
or 13 of title 11, United States Code, understand the relief available under each such
chapter, and choose to proceed under chapter 7.
D
I request relief in accordance with chapter 15 of title 11, United States Code.
[If no attorney represents me and no bankruptcy petition preparer signs the petition] I
Certified copies of the documents required by II U.S.C. 1515 are attached.
have obtained and read the notice required by 11 U.S.C. 342(b).
D
Pursuant to 11 U.S.C. 1511, I request relief in accordance with the
I request relief in accordance with the chapter of title 11, United States Code,
chapter of title 11 specified in this petition. A certified copy of the
specified in this petition. order granting recognition of the foreign main proceeding is attached.
X X
Signature of Debtor (Signature ofForeign Representative)
X
Signature of Joint Debtor (Printed Name of Foreign Representative)
Telephone Number (if not represented by attorney)
Dte
Dte


Signature of Bankruptcy Petition Preparer
X I declare under penalty of perjury that: (1) I am a banlcruptcy petition preparer as

4247)
defmed in II U.S.C. 110; (2) I prepared this document for compemation and have
provided the debtor with a copy of this document and the notices and information
Pfinted for Debtor(s)
required under 11 u.s.c. l!O(b), llO(h), and 342(b); and, (3) if rules or
ayar , ..
guidelines have been promulgated pursuant to 11 U.S.C. llO(h) setting a
Firm Name maximum fee for services chargeable by bankruptcy petition preparers, I have given
222 Dp'awgre Aven'le, Suite goo
the debtor notice of the maximum amount before preparing any docwnent for filing
VVilmiAteFJ, DE 19801
for a debtor or accepting any fee from the debtor, as required in that section.
Official Form 19 is attached.
655-5000 Fax: (302) 658-6395
Telephone Number Printed Name and title, if any, of Bankruptcy Petition Preparer
Dte number (If the banla-uptcy petition preparer
;,
not n
individual, 'tate the number of the officer, principal,
*In a case in which 707(b)(4)(D) applies, this signature also constitutes a
responsible person or partner of the bankruptcy petition preparer.) (Required
certification that the attorney has no knowledge after an inquiry that the information
by 11 u.s.c. 110.)
in the schedules is incorrect.
Signature of Debtor (Corporation/Partnership)
I declare under penalty of pctjury that the U1formatio11 provided in this petition is true
Address
and correct, and that I have been authorized to file this petition on behalf of the
X
debtor.
The debtor requests the relief in accordance with the chapter of title 11, United States
Date
Code, specified in this petition.
X
Signature of bankruptcy petition preparer or officer, principal, responsible person,
of Individual
or partner whose number is provided above.
nshne oe p
Names and nwnbers of all other individuals who prepared or
Ppinted.Uaml of Authorized Individual
res1 en
assisted in preparing this document unless the banla-uptcy petition preparer is not an
Title of Authorized Individual
individual.
Dte
If more than one person prepared this document, attach additional sheets
conforming to the appropriate official fonn for each person.
A bankruptcy petition preparer's failure to comply with the proVISions of title 11
and the Federal Rules of Bankruptcy Procedure may result in fines or imprisonment
or both. 11 U.S.C. 110; /8 U.S. C. /56.
8l (Qfftciai Form) 1 (4/10)
Voluntary PUUon
Inc.
(This ""'""' must and filed in everv case. J

(Jltdiv(du:al!.Joiut) Sfinature uf a Foreign Rf.:pT1lE"ntstive
1 dedare under pem.lty ofpe!jury tb,al tbe infqnnation provided in this petition i& true l Qeclare under pexti!Jty of perjury that the information fX'OVideQ jn this petition tS
and correct.
true aDd correct, that I am 1he foreigt'l repres!illt?tiye of .a debtor in a tO;;eign
(lf petitioner i!l an individual .....-t..QM: del:rn; ;ore primarily debts. and hRs
proc::eOOUlg, and that I am authorized to fJe this pe>tition.
chosen to file under chap1e;' 7) \ atn.aw.;Jre thAtl may proce-ed under cllapn::r 7, I 1, 12
(Checl< only one box.)
or 13 of ll, Unitt::tl CQde, undemand the relief available und..;r eacl"J such
chapter, and cboQse to u,nder chapter 7.
D I request relief in accordance with cbapter )S of title 11. UMed Stllles Code.
(tfno attorney f(lpre:sems me aOO.!'lo. bankruptcy petition preparer signs fue petition] I
Certified copies of the docu:men!:s required by 11 U.S.C. 1515 a.rn attached.
have obtained and read the notice required by l f 'U.S.C. 34:Z(b),
D
Pwswmtto ll u.s.c. 1511, I request relief in. accordance witb me
I request rotiof lo w)th 1:heo chapttlot of title 11, Unit>ed Stat-<:s. Code,.
chapW1: o( tit).c 11. specified in this petition. A cl:rlifimi -of th.,
specified in this p.etiti{ln. order granting recognition of the foreign main proceeding is attacbed..
X X
Signa.twe of Dc:l;ltor (Signature offoO!'ign Representative)
X
Signarurc: of Joint Debtor (Printed Name off<m::ign
T elep..l-'Joo.e: Number ( lf not represented by attorney)
-.
.....
Dte
Date
of Atto()}ey"' ,Sigoab:lre of B9.l1Jt:nl.pu:.y J?'rep3XI!r
X I declare under penalty of paljury tha.t: (1) I am a banb"uptcy petition preparer as

r 424 7)
in ll t).S.C. 9 110; (2:) l prepared thi5 for wmptm<tUIJn
provided. tlle deOI:Qr with a copy of document and the notiws and \nfonnation
N.r.p?f(ttomey for De1>tor(s)
rc:quirc:d under 11 U.S.<.:. S UQ(b), llO(.Il), and 342(b); and, (3}if rules or
ayar , ..
guidelines have been pt"otnulgate<l purswmt to ll iJS.C. U O(h) :s.etting a
fjrmNs.me fee for services chargc:ab1c: by bankruptty petition preparers,l have gj""efl
222 Delaw<:Jm AvgOIIQ, sl ilc goo the debtor nQtice Qfthc ma;Js.\mum amcuot before preparing any document for filiJ\g
Wihniugtefl, DE 19801
for a debtor or accepting any fe-e from the debtor, required in that ::>ection.
Official Fonu 19 is attached.
Fax: (302) 658-395
Telephone Number Printc:d Name and tilie, if any, of Bankruptcy Petitiot'l Preparet
Oat< number (If the bankroptcy pst'ition preparer is not e.n
Individual,
-til'
SocislSecu.O.ty :uurobc:r of tbe offiter, principal,
l<(n.a case it) which 707(b)(4}(D) this signature als-o a
responsible person or p.artuer of the ban).:::ruptcy pe$ion preparer.) (RJ::quircd
certification that the attOrney has no I<;M..Yledge after an inqUiry <hat File mfonnst,ioo.
by 11 U.S.C. llO.)
in the schedules is incorroct.
Slgu8ture of Debtor
l declare unde-.r pemdty of perjury tl.wt the i;nfo1"11'1atioo provlded in this petiti011 i:;. tnl.e

and correct. and that I have been authorize<l to '!his on beh!!lf of the
X
debtor.
The deln:qr requests the rclief in ao.::ordance with the oftttle J Uu.itcd
Dare
Code, spes2:n thls petition.
Sjgnature of b<ll'lkruptt;y petition preparer or ofticer, pi!:rson,
X t ,ut;.14#
orpartnm- whose SociaJ.Socurity nu:m.OOr is providti!d a-bove,
Q(
nst1ne oe p
of Autlloriz! !ndMd""l
Names and Social-Securicy numb<;rs of all othr:r individuals who prepared or
assisted il1 preparing this document unless the bankruptcy petition preparet is not att
Title
individuttl.
.... . 6 '-1" l;bt!l. .
lf mQrt: thaD. QJ'I.e person prepa.red this docwneni, attach additional sheets
Dare
confor:ming tQ the official b:m ;for each person.
A baNkruptcy petiti<Jn '.:I' ,foifwp: tQ c;;;mply with th pr/7flisi;;;ns if titltt 11
and thfi Fruifiral ofBr:mkropt'f{"ot;GthP'Il mQy ..v,rnlt Qr i/rij)ris()htnt!nt
r}rQu(h, 11 U.SC. 110; JIH/.S.C. 156.
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
Form 4. LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
Form B4 (Official Form 4) - (12/07)
Case No. (If known) Debtor
ClearPoint Business Resources Inc.
Following is a list of the debtor's creditors holding the 20 largest unsecured claims. The list is prepared in accordance with Fed. R.
Bankr. P. 1007(d) for filing in this chapter 11 [or chapter 9] case. The list does not include (1) persons who come within the definition of
insider set forth in 11 U.S.C. 101, or (2) secured creditors unless the value of the collateral is such that the unsecured deficiency places
the creditor among the holders of the 20 largest unsecured claims. If a minor child is one of the creditors holding the 20 largest unsecured
claims, state the child's initials and the name and address of the child's parent or guardian, such as A.B., a minor child, by John Doe,
guardian. Do not disclose the childs name. See 11 U.S.C. 112 and Fed. R. Bankr. P. 1007(m).
Name of creditor and
complete mailing address,
including zip code.
Name, telephone number and
complete mailing address,
including zip code, of employee,
agent, or department of creditor
familiar with claim who may be
contacted
Nature of claim
(trade debt, bank
loan, government
contract, etc.)
AMOUNT OF
CLAIM (if secured
also state value of
security)
C
O
N
T
I
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G
E
N
T
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U
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D
A
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D
D
I
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P
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$4,710,061.33 NOTES PAYABLE
1ST PRIORITY
M&T BANK
601 DRESHER ROAD
HORSHAM , PA 19044
M&T BANK
601 DRESHER ROAD
HORSHAM , PA 19044
TEL: 215-956-7138
FAX: 215-956-7139
1
$1,685,851.44 NOTES PAYABLE ALS,LLC
4074 SCARLET IRIS PLACE
WINTER PARK, FL 32792
ALS,LLC
4074 SCARLET IRIS PLACE
WINTER PARK, FL 32792
TEL: 407-677-0400
FAX: 407-677-7757
2
$795,094.94 CONTRACT OBLIGATIONS OPTOS CAPITAL PARTNERS, LLC
1866 LEITHSVILLE RD
SUITE 225
HELLERTOWN, PA 18055
OPTOS CAPITAL PARTNERS, LLC
1866 LEITHSVILLE RD
SUITE 225
HELLERTOWN, PA 18055
TEL: 215-820-9299
FAX: 610-672-9999
3
$496,262.00 NOTES PAYABLE BANK DIRECT
CAPITAL FINANCE
TWO CONWAY PARK
LAKE FOREST, IL 60045
BANK DIRECT
CAPITAL FINANCE
TWO CONWAY PARK
LAKE FOREST, IL 60045
TEL: 877-226-5456
FAX: 877-226-5297
4
$339,000.00 NOTES PAYABLE FERGO BROTHERS
P.O. BOX 42
PHILLIPSBURG, NJ 08865
FERGO BROTHERS
P.O. BOX 42
PHILLIPSBURG, NJ 08865
TEL: 215-820-9299
FAX: 610-672-9999
5
Page 1 of 4
(Continuation Sheet)
Form 4. LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
Form B4 (Official Form 4) - (12/07)
Case No. (If known) Debtor
ClearPoint Business Resources Inc.
Name of creditor and
complete mailing address,
including zip code.
Name, telephone number and
complete mailing address,
including zip code, of employee,
agent, or department of creditor
familiar with claim who may be
contacted
Nature of claim
(trade debt, bank
loan, government
contract, etc.)
AMOUNT OF
CLAIM (if secured
also state value of
security)
C
O
N
T
I
N
G
E
N
T
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N
L
I
Q
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D
A
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D
D
I
S
P
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$300,000.00 LITIGATION SETTLEMENT ALLIANCE CONSULTING
SIX TOWER BRIDGE
181 WASHINGTON STREET STE 350
CONSHOHOCKEN, PA 19428
ALLIANCE CONSULTING
SIX TOWER BRIDGE
181 WASHINGTON STREET STE 350
CONSHOHOCKEN, PA 19428
TEL: 610-234-4301
FAX: 610 234 4302
6
$256,709.00 CONTRACT OBLIGATIONS CHRISTOPHER FERGUSON
2060 QUAIL COURT
BETHLEHEM, PA 18015
CHRISTOPHER FERGUSON
2060 QUAIL COURT
BETHLEHEM, PA 18015
TEL: 215-820-9299
FAX: 610-672-9999
7
$250,000.00 LITIGATION SETTLEMENT AICCO INC.
NORRIS MCLAUGHLIN & MARCUS, P.A.
P.O. BOX 5933
BRIDGEWATER, NJ 08807-5933
AICCO INC.
NORRIS MCLAUGHLIN & MARCUS, P.A.
P.O. BOX 5933
BRIDGEWATER, NJ 08807-5933
TEL: 908-722-0700
FAX: 908- 722-0755
8
$192,896.50 NOTES PAYABLE NIGEL LUI - SCOTT NIEH
133-47 SANFORD AVE
#5E
FLUSHING, NY 11355
NIGEL LUI - SCOTT NIEH
133-47 SANFORD AVE
#5E
FLUSHING, NY 11355
TEL: 917-885-5713
9
$126,158.24 TRADE PAYABLE GRAY ROBINSON
P.O. BOX 3068
ORLANDO, FL 32802-3068
GRAY ROBINSON
P.O. BOX 3068
ORLANDO, FL 32802-3068
TEL: 407-843-8880
FAX: 407-244-5690
10
$113,000.00 NOTES PAYABLE ALYSON P. DREW
59 WOODLANDS ROAD
HARRISON, NY 10528
ALYSON P. DREW
59 WOODLANDS ROAD
HARRISON, NY 10528
TEL: 914-582-1966
11
Page 2 of 4
(Continuation Sheet)
Form 4. LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
Form B4 (Official Form 4) - (12/07)
Case No. (If known) Debtor
ClearPoint Business Resources Inc.
Name of creditor and
complete mailing address,
including zip code.
Name, telephone number and
complete mailing address,
including zip code, of employee,
agent, or department of creditor
familiar with claim who may be
contacted
Nature of claim
(trade debt, bank
loan, government
contract, etc.)
AMOUNT OF
CLAIM (if secured
also state value of
security)
C
O
N
T
I
N
G
E
N
T
U
N
L
I
Q
U
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D
A
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D
D
I
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P
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$113,000.00 NOTES PAYABLE B & N ASSOCIATES
1207 BELVEDERE ROAD
PHILLIPSBURG, NJ 08865
B & N ASSOCIATES
1207 BELVEDERE ROAD
PHILLIPSBURG, NJ 08865
TEL: 212-341-9790
12
$73,150.55 TRADE PAYABLE MICHAEL L JANDA
853 WEST RANDOLPH STREET
CHICAGO, IL 60607
MICHAEL L JANDA
853 WEST RANDOLPH STREET
CHICAGO, IL 60607
TEL: 312-226-4447
13
$73,150.55 THE 1997 SALTZMAN TRUST
CO MICHAEL JANDA
853 WEST RANDOLPH STREET
CHICAGO, IL 60607
THE 1997 SALTZMAN TRUST
CO MICHAEL JANDA
853 WEST RANDOLPH STREET
CHICAGO, IL 60607
TEL: 312-226-4447
14
$58,179.81 TAXES COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF BUSINESS TRUST FUND
TAXES
PO BOX 280904
HARRISBURG, PA 17128-0904
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF BUSINESS TRUST FUND
TAXES
PO BOX 280904
HARRISBURG, PA 17128-0904
TEL: 717-783-5271
15
$56,500.00 NOTES PAYABLE MATTHEW KINGFIELD
123 S MAIN STREET
PHILLIPSBURG, NJ 08865
MATTHEW KINGFIELD
123 S MAIN STREET
PHILLIPSBURG, NJ 08865
TEL: 908-674-0010
16
$49,424.79 TRADE PAYABLE RR DONNELLEY RECEIVABLES, INC.
A.G. ADJUSTMENTS LTD
P.O. BOX 9090
MELVILLE, NY 11747-9090
RR DONNELLEY RECEIVABLES, INC.
A.G. ADJUSTMENTS LTD
P.O. BOX 9090
MELVILLE, NY 11747-9090
TEL: 215-564-3220
FAX: 631-425-8808
17
Page 3 of 4
(Continuation Sheet)
Form 4. LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
Form B4 (Official Form 4) - (12/07)
Case No. (If known) Debtor
ClearPoint Business Resources Inc.
Name of creditor and
complete mailing address,
including zip code.
Name, telephone number and
complete mailing address,
including zip code, of employee,
agent, or department of creditor
familiar with claim who may be
contacted
Nature of claim
(trade debt, bank
loan, government
contract, etc.)
AMOUNT OF
CLAIM (if secured
also state value of
security)
C
O
N
T
I
N
G
E
N
T
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$40,447.00 TAXES RICHLAND COUNTY JUDICIAL CENTER
1701 MAIN STREET
PO BOX 2766
COLUMBUS, SC 29202
RICHLAND COUNTY JUDICIAL CENTER
1701 MAIN STREET
PO BOX 2766
COLUMBUS, SC 29202
TEL: 803-576-1950
FAX: 803-576-1785
18
$40,135.00 TRADE PAYABLE CROWE HORWATH LLP
PO BOX 145415
CINCINNATTI, OH 45250
CROWE HORWATH LLP
PO BOX 145415
CINCINNATTI, OH 45250
TEL: 520-290-0206
FAX: 480-287-8911
19
$40,045.60 TRADE PAYABLE MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET
PHILADELPHIA, PA 19103-2921
MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET
PHILADELPHIA, PA 19103-2921
TEL: 215.963.5000
FAX: 215.963.5001
20
Page 4 of 4
DECLARATION UNDER PENALTY OF PERJURY
ON BEHALF OF A CORPORATION OR PARTNERSHIP
I, the President and Secretary of the Debtors in these chapter 11 cases, declare
under penalty of perjury that I have read the foregoing Consolidated List of Top 20
Unsecured Creditors and that it is true and correct to the best of my information and
belief.
Date; June 23,, 2010
r3aeiSTwrf Dcxrc.P /iefiPdl-f"
(Print Name and Title)
Penalty for making a false statement r concealing property: Fine up to $500,000 or imprisonment for
up to 5 years or both 18 U.S.C. 152 and 3571.
WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF
CLEARPOINT RESOURCES, INC., ADELA WARE CORPORATION
The undersigned, being the sole member of the Board of Directors (the "Board") of
Clearpoint Resources, Inc (the "Company"), does hereby consent, pursuant to Section 141 of the
General Corporation Law of the State of Delaware, to the adoption of the following Resolutions
with the same force and effect as though adopted at a meeting duly called and held:
WHEREAS, the Board has held extensive discussions during the course of several
months regarding the current circumstances of the financial liquidity and business prospects of
the Company and its subsidiaries with the Company's executive officers and financial and legal
advisors; and
WHEREAS, the Board has evaluated and considered the information provided by and
the recommendations of the Company's executive officers and financial and legal advisors and
has had the opportunity to ask questions of the same and independently to verify and diligence
all such information; and
WHEREAS, the Board evaluated and considered the circumstances and consequences of
filing a petition relative to the Company (the "Petition") seeking relief under the provisions of
Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"), and which petition is
attached to this resolution as an exhibit; and
NOW, THEREFORE, the Board hereby adopts the following Resolutions:
RESOLVED, in the judgment of the Board, it is in the best interests of the Company and
its subsidiaries, creditors of the Company and its subsidiaries, the employees of the Company,
the shareholders of the Company, and other interested parties, for the Company to file the
Petition on behalf of itself seeking relief under the Bankruptcy Code; and it is
FURTHER RESOLVED, that the Petition substantially in the form distributed to the
undersigned and attached hereto is adopted in all respects, and that the officers of the Company
(the "Authorized Persons") be, and they hereby are, authorized and directed, on behalf of the
Company, to execute the Petition or authorize the execution of a filing of the Petition by the
Company with such changes thereto as an Authorized Person executing the same shall approve,
the execution thereof, by such Authorized Person to be deemed conclusive evidence of such
approval, and to cause the same to be filed (the "Chapter 11 Proceeding") with the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") at such time as the
Authorized Persons consider appropriate; and it is
FURTHER RESOLVED, that the Authorized Persons be, and they hereby are,
authorized to retain on behalf of the Company the law firm of Gersten Savage LLP, upon such
terms and conditions as the Authorized Persons shall approve, to render legal services to and
represent the Company in connection with the Chapter 11 Proceedings; and it is
FURTHER RESOLVED, that the Authorized Persons be, and they hereby are,
authorized to retain on behalf of the Company the law firm of Bayard, P.A., as Delaware co-
counsel, upon such terms and conditions as the Authorized Persons shall approve, to render legal
services to and represent the Company in connection with the Chapter 11 Proceedings; and it is
FURTHER RESOLVED, that the Authorized Persons be, and they hereby are,
authorized to retain on behalf of the Company a balloting, servicing, and claims agent to be
identified by the Authorized Persons, upon such terms and conditions as the Authorized Persons
shall approve, to render certain administrative services in connection with the Chapter 11
Proceedings; and it is
FURTHER RESOLVED, that each Authorized Person, and such other officers of the
Company as the Authorized Persons shall from time to time designate, and any employees
or agents (including counsel) designated by or directed by any such officers, be, and each hereby
is, authorized, empowered and directed, in the name and on behalf of the Company and its
subsidiaries, to execute and file all petitions, schedules, motions, lists, applications, pleadings
and other papers, and to take and perform any and all further acts and deeds which he or she
deems necessary, proper or desirable in connection with the Chapter 11 case, including without
limitation, negotiating and obtaining debtor-in-possession financing, exit financing, and/or the
use of cash collateral, and executing, delivering and performing any and all documents,
agreements, certificates and/or instruments in connection with such debtor-in-possession
financing, exit financing, and/or use of cash collateral, with a view to the successful prosecution
of such case; and it is
FURTHER RESOLVED, that each Authorized Person, and such other officers of
the Company and its subsidiaries as the Authorized Persons shall from time to time designate,
be, and each hereby is, authorized, empowered and directed, in the name and on behalf of
the Company and its subsidiaries, as the case may be, to: (a) negotiate, execute, deliver and/or
file any and all of the agreements, documents and instruments referenced herein, and such
other agreements, documents and instruments and assignments thereof as may be required or as
such Authorized Person or designated officer deems appropriate or advisable, or to cause the
negotiation, execution and delivery thereof, in the name and on behalf of the Company and
its subsidiaries, as the case may be, in such form and substance as such Authorized Person or
designated officer may approve, together with such changes and amendments to any of the
terms and conditions thereof as such Authorized Person or designated officer may approve, with
the execution and delivery thereof on behalf of the Company and its subsidiaries by or at the
direction of such Authorized Person or designated officer to constitute evidence of such approval,
(b) negotiate, execute, deliver and/or file, in the name and on behalf of the Company and its
subsidiaries any and all agreements, documents, certificates, consents, filings and
applications relating to the resolutions adopted and matters ratified or approved herein and the
transactions contemplated thereby, and amendments and supplements to any of the foregoing,
and to take such other actions as may be required or as such Authorized Person or designated
officer deems appropriate or advisable in connection therewith, and (c) do such other things as
may be required, or as may in their judgment be appropriate or advisable, in order to effectuate
fully the resolutions adopted and matters ratified or approved herein and the consummation of
the transactions contemplated thereby; and it is
FURTHER RESOLVED, that all acts lawfully done or actions lawfully taken by any
Authorized Person to file the voluntary petition for relief under Chapter 11 of the Bankruptcy
Code or in any other connection with the Chapter 11 Proceedings, or any manger related thereto,
or by virtue of these resolutions be, and hereby are, in all respects ratified, confirmed and
approved.
This Written Consent may be executed by facsimile signature, or electronic mail
signature if attached to such electronic mail message in a commonly readable format.
IN WITNESS WHEREOF, the undersigned, being all of the directors of the Company,
consent hereto in writing as of June 21, 2010, and direct that this instrument be filed with the
minutes,;) of th; Board of Directors of the Company.
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Gary E Jaggard