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 Omnis 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 countrys 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 As 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 Firms 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 Clerks 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:
Any court may utilize facilities or services, either on or off
of the courts 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.
28 U.S.C. 156(c).
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:
Upon the Debtors request, preparing and serving required notices
in these Chapter 11 cases, including:
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
Clerks 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;
Maintaining copies of all proofs of claim and proofs of interest
filed in these cases;
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 Clerks Office a copy of the claims registers on
a weekly basis, unless requested by the Clerks 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
Clerks 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 Clerks 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/Cs 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.
Omnis standard practice is to charge for an I/Cs 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 Firms prepetition fees
and expenses, which were incurred primarily in connection with the Firms 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 Firms 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
No prior motion for the relief requested herein has been made to this or
any other court.
[The Remainder of the Page is Intentionally Blank]
WHEREFORE, the Debtors respectfully request that this Court enter an
order: (a) authorizing the Debtors to employ the Firm, effective as of the Petition Date, as
churns, balloting, noticing and administrative agent pursuant to 28 U.S.C. 156(c), 11 U.S.C.
363(b) and DeL Bankr. LR. 2002-1 (f); (b) appointing Oroni as agent of the Bankruptcy Court;
and (c) granting such further relief as the Court deems just and proper.
Dated: 2010
{BA Y:Ol5&0749v2}
ClearPoint Business Resources, Inc.
(for itself and on behalf of its affiliated
Debtors and Debtors in Possession)
By: .
Name: {!,l/,ett1tAI# Doet.:P
Title: /fferlc>eiiJ1
13
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 countrys 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 As 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 Firms 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.
Fromtime 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.
Omnis 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) 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;
(b) By accepting employment in these bankruptcy cases, Omni
waives any right to receive compensation from the United
States government;
(c) 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
(d) 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 Firms prepetition fees and expenses, which were incurred
primarily in connection with the Firms 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 Courts 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 Bto 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 Omnis
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
Omnis 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
of my knowledge and after reasonable inquiry, the foregoing is true and correct.
~ 0
"
Executed thi$C4- day of June, 20 I 0 at ~ r z . ork,
@
OMNI
MANAGEMENT GROUP
Christine Doelp
President
ClearPoint Business Resources, Inc.
ClearPoint Resources, Inc.
1600 Manor Drive, Ste 110
Chalfont, PA 18914
June 23,2010
Re: Retention of Omni Management Group
Dear Ms Doelp:
This letter will acknowledge that you have requested Omni Management Group,
LLC ("Omni") to provide services to ClearPoint Business Resources, Inc. and ClearPoint
Resources, Inc. (collectively, the "Companies") in preparation of, and in connection with,
the Companies' anticipated chapter 11 filings. Omni will make itself available to the
Companies, as requested, for the purposes of assisting the Companies with case
administration matters including preparation and management of the creditor matrix,
noticing, the development and maintenance of an informational website, and any other
services requested by the Companies.
The services rendered by Omni will be billed at our normal hourly rates which
range from $35.00 to $295.00 per hour as per the attached rate sheet Rates are adjusted
annually on January 2nd of each year, and are subject to increases not to exceed ten (10%)
percent per annum. Increases greater than ten (I 0%) percent per annum will be discussed
with you before becoming effective.
For all such services rendered, we require a $10,000 deposit. All charges will be
on a portal to portal basis plus out-of-pocket expenses. Omni shall be compensated on a
monthly basis for those services performed by Omni during the preceding calendar
month. Invoices are payable upon submission.
1120 AVENUE OF THE AMERICAS, 4TH FLOOR. NEW YORK. NEW YORK 10036 212.302.3580 TEL 212.302.3820 FAX
16501 VENTURA BOULEVARD. SUITE 440, ENCINO, CALIFORNIA 91436-2068 818.906.8300 TEL 818.783.2737 FAX
WWW.OMNIMGT.COM
Christine Doelp
June 23,2010
Page2
@
OMNI
MANAGEMENT GROUP
Each of Omni and the Companies, on behalf of themselves and their respective
employees, agents, professionals and representatives, agrees to keep confidential all non-
public records, systems, procedures, software and other information received ftom the
other party in connection with the services provided tinder this Agreement; provided,
however, that if either party reasonably believes that it is required to produce any such
information by order of any governmental agency or other regulatory body it may, upon
not less than five (5) business days' written notice to the other party, release the required
information.
Please acknowledge the above by signing and returning a copy of this letter.
Should you have any questions regarding the above, please do not hesitate to call me.
cc: Robert Berger
Eric Schwarz
Paul H. Deutch
RECEIVED AND AGREED TO: ClearPoint Business Resources, Inc.
ClearPoint Resources, Inc.
Date: By:
~ - - - - - - - - - - - - - - - - - -
Christine Doelp
1120 AVENUE OF THE AMERICAS, 4TH FLOOR. NEW YORK. NEW YORK 10036 212.302.3580 TEL 212.302.3820 FAX
16501 VENTURA BOULEVARD. SUITE 440. ENCINO. CALIFORNIA 91436-2068 818.906.8300 TEL 818.783.2737 FAX
WWW.OMNI MGT. COM
Christine Doelp
June 23, 2010
Page2
.(Q)
OMNI
MANAGEMENT GROUP
.f..a(;h of Omni and the Companies, on behalf of tbem$elves and their respective
agents, professionals and representatives, agrees to keep confidential all non-
public records, systems, procedures, software and other infonnati.on received :from the
other party in coJlllection with the services provided tinder this. Agreement; provided, .
however, that if either. party reasonably believes that it is required to produce any 8uch
information by otder of any governtnetltal agency or other regulatory body it may, Upotl
not less than five (5) business days' written notice. to the other party, release the requited
information.
Please acknowledge the above by signing and retuming a copy of this Jetter.
Should you have any quc:stions regarding the above, please do not hesitate to call me.
cc: Robert Berger
Eric Schwarz
Paul H. Deutch
RECEIVED AND AGREED TO: ClearPoint Business Resources, Inc,
ClearPoint Resources, Inc.
1120 AVENUE OF THI AMERICAS, 4TH FlOOR. NEW YORK. NEW YORK 10036 212.302.3580 TEl 212.302.3820 FAX
16501 VfNTUAA 80[JLEVARD, SUITE 440. ENCINO. CALIFORNIA '71436-2068 818.906.8300 TEt 818.783.2737 FAX
WWW.OMNIMOT..COM
OMNI. MANAGEMENT GROUP, LLC
www.omnimgt.com
HOURLY RATES FOR STANDARD AND CUSTOM SERVICES
Senior Consultants
Consultants/Project SpeeiaUsts
Programmillll
Clerical Support
Quality Assurance
I PRINTING :t\.ND NOTICING SERVICES
CoP'J
Document fOlding_ and inserUon

E-mail noticing
Facsimile noticina
Postaae
Envelopes
NEWSPAPER LEGAL NO_TICE PUBLISHING
Coordinate and PUblish Legal Notice
CLAIMS MANAGEMENl
Inputting proofs of daim
I
Scanning
Remote Internet Access for claims manag_emem
Setup
Access
Add'l users
CREDITOR DATABASE
Data Storage
TIONAL WEBSITE
Creation, configuration and initial setup
Data entryllnformation updates
Programming and customlzation
Debtor Website Hosting
Committee Website Hosting
Scanning
VIRTUAl. DATA fiOOMS
CALL CENTERS I DEDICATED LINE
Creation configuration and initial setup
Hosting Fee
Usage
SeiVice rates (actual talk and time)
CASE DOCKET/CI.AIMSBEGISTER
.SOLICITATION AND TABULATION
Plan and Disclosure Statement Mailings
Ballot Tabulation
SCHEDULES/SoFA
Preparation and updatina of Schedules and SoFAs
PRE-PETITION CONSULI!NG SERVICES
(e.g . preparation of cash flow, analysis of cash management system,
evaluation of insurance coverage, assist with payroll, assist procurement
and of cashiers Checks)
Rate Sheet
Rates Effective: January 2, 2010
RATE/COST
$195.00 -$295.00 per hour
$75.00.$150.00
$130.00-$185.00 oerhour
$35.00 - $95.00
$35.00- $75.00 hoU!
$.10 per image
$0.05
$.07each
$50.00 per 1,000
$.20/lmage
At cos
(Advance payment required for postage charges
over $10,0001
Varies by size
Quote prior to
$1.50 perdaim
(These are flat rate charges; no hourly rates are
IIQPIIed to the lnRQttina of claims)
$.30/lmage
No charge
$250 per month per debtor (3 user$
$70.00 per add'l user/per month
$.07 per creditor per month
No Charge
$75 - $95 per hour
$130-$200 per hou
$200 per month
NoeharQE
$.30/lmage
Quote U!)_On_r@C!Ues1
No chargE
$5.50 per month
$.0825 per minute
$75.00
No chal}iE
Quoted Prior to printing
Standard service rates apply
$65.00-$265.00 per hour
Standard serviCe rates apply
1 of2
OMNI MANAGEMENT GROUP, LLC
www.omnfmgt.com
UST REPORTING COMPLIANCE
(e.g., assist debtors to meet satisfy jurisdicatlonal requirements,
preparation of monthly operating and post-conflnnation reports)
UQUmATINGJDISBlJ RSING AGENT
(e.g., comply with Plan requirements, preparation of disbursement
payout calculations, check generation, bank reconciliations)
MISCELLANEOUS
Telephone charges
Delivery
Archival DVD/CD-Rom
2of2
Rate Sheet
Rates Effective: January 2, 2010
Standard service rates apply
Standard service rates
At cost
Ateosl
$40.00 per
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
firms 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 Clerks office, and Omni is
authorized to maintain as agent for the Clerks office an official claims register, and to
provide the Clerks 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 Clerks 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 Clerks 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 firms 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 Clerks 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,
Omnis 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 Omnis
services are terminated, Omni shall perform its duties until the transition with the
Bankruptcy Court clerks 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