IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CLEARPOINT BUSINESS RESOURCES, INC.

Debtor. Employer Tax I.D. No. 98-0434371 In re: Chapter 11 CLEARPOINT RESOURCES, INC. Case No. 10-12038 Debtor. Employer Tax I.D. No. 20-2349869 Case No. 10-12037

MOTION OF DEBTORS FOR JOINT ADMINISTRATION OF CHAPTER 11 CASES ClearPoint Business Resources, Inc. (CPBR) and its affiliated debtor, ClearPoint Resources, Inc., (collectively with CPBR, the Debtors or ClearPoint), file this Motion for Joint Administration of Chapter 11 Cases (the Motion) pursuant to 11 U.S.C. 105(a), Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 1015-1 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Rules) and respectfully represent as follows:

JURISDICTION AND VENUE 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper pursuant to 28 U.S.C. 1408 and 1409. BACKGROUND 2. On this date (the Petition Date), each of the Debtors filed a voluntary

petition for relief under Chapter 11 of the Bankruptcy Code. The Debtors continue to manage and operate their business as debtors in possession pursuant to 1107 and 1108 of the Bankruptcy Code. 3. An official committee of unsecured creditors has not been appointed in

these Chapter 11 cases. Further, no trustee or examiner has been requested or appointed in any of these Chapter 11 cases. 4. The background facts for these cases are stated in the Declaration of

Christine Doelp (the Doelp Declaration), filed contemporaneously herewith and incorporated herein by reference. RELIEF REQUESTED AND BASIS THEREFOR 5. By this Motion, the Debtors request the joint administration of their

Chapter 11 cases for procedural purposes only. Section 105 provides in relevant part that, the court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. 11 U.S.C. 105(a). Bankruptcy Rule 1015(b) provides in relevant part that: If a joint petition or two or more petitions are pending in the same court by or against a debtor and an affiliate, the court may order a joint administration of the estates. 11 U.S.C. 105(b).

6.

The Debtors are affiliates as that term is defined in 101(2) of the

Bankruptcy Code. The issues addressed in these bankruptcy cases will be related and overlapping. Accordingly, this Court may grant the relief requested. 7. Further, Local Rule 1015-1 provides, in relevant part, as follows:

An order of joint administration may be entered upon the filing of a motion for joint administration supported by an affidavit, declaration or verification, which establishes that the joint administration of two or more cases pending in this Court under title 11 is warranted and will ease the administrative burden for the Court and the parties. Del. Bankr. L.R. 1015-1. 8. Pursuant to Local Rule 1015-1, the Debtors have filed the Irish

Declaration, which establishes that joint administration of the Debtors respective estates is warranted and will ease the administrative burden for this Court and the parties. 9. Joint administration of these cases will obviate the need for duplicative

notices, motions, applications, hearings, and orders, and will therefore save considerable time and expense for the Debtors and their estates. 10. Joint administration will not give rise to any conflict of interest among the

Debtors estates. The rights of the Debtors respective creditors will not be adversely affected by the proposed joint administration because the Debtors will continue as separate and distinct legal entities and will continue to maintain their books and records in the same manner as they were maintained prepetition. Moreover, each creditor may file its claim against a particular estate. The interests of all creditors will be enhanced by the reduction in costs resulting from joint administration. The Court also will be relieved of the burden of scheduling duplicative hearings, entering duplicative orders and maintaining redundant dockets. Finally, supervision of the administrative aspects of these Chapter 11 cases by the Office of the United States Trustee will be simplified.

11.

Joint administration of the above-captioned cases is in the Debtors best

interests, as well as those of their respective estates, creditors, and other parties in interest. 12. Moreover, because this Motion requests only the administrative

consolidation, and not substantive consolidation of these estates, joint administration will not adversely affect creditors rights. 13. The Debtors propose that the following activities be joined for

administrative purposes only: (a) one disclosure statement and plan of reorganization may be (but is not required to be) filed for each of the Debtors cases by any plan proponent; hearings in these jointly administered cases shall be joint hearings unless otherwise specified; one consolidated docket, one creditor matrix, and one Master Service List shall be maintained by the Debtors and kept by the Clerk, with separate claims registers for each of the Debtors cases; and in the event these cases are assigned to separate judges, all cases should be transferred to the judge who has the lowest-numbered case.

(b) (c)

(d)

14.

The Debtors further request that the Court modify the caption of the cases

to reflect the joint administration as follows: IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CLEARPOINT BUSINESS RESOURCES, INC., et al.,1 Chapter 11 Case No. 10-12037

The Debtors, along with the last four digits of their federal tax identification numbers, are: ClearPoint Business Resources, Inc. (4371) and ClearPoint Resources,

(Joint Administration Requested) Debtors.

15.

The Debtors also seek the Courts direction that a notation to reflect the

joint administration of these cases, substantially similar to the following, be entered in the docket of each of the Debtors chapter 11 cases: An order has been entered in this case directing the procedural consolidation and joint administration of the chapter 11 cases of ClearPoint Business Resources, Inc. and ClearPoint Resources, Inc. The docket in Case No. 10-12037 (__) should be consulted for all matters affecting this case. NOTICE 16. No trustee, examiner or statutory creditors committee has been appointed

in these chapter 11 cases. Notice of the Motion has been provided to: (a) the United States Trustee; (b) those parties listed on the consolidated list of creditors holding the twenty (20) largest unsecured claims against the Debtors, as identified in their chapter 11 petitions; and (c) counsel for ComVest Capital, LLC, the Debtors secured lender. In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is required. NO PRIOR REQUESTS 17. No previous request for the relief sought herein has been made to this or

any other court.

Inc. (9869). The Debtors mailing address for purposes of these cases is P.O. Box 3400. Easton, PA. 18045.

CONCLUSION WHEREFORE, the Debtors respectfully request that the Court (i) enter an order, substantially in the form attached hereto as Exhibit A, granting the Motion and directing the joint administration of their respective Chapter 11 cases, and (ii) grant such other and further relief as is just and proper. June 23, 2010 Wilmington, Delaware

BAYARD, P.A. _/s/ Jamie L. Edmonson___________________ Jamie L. Edmonson (No. 4247) 222 Delaware Avenue, Suite 900 Wilmington, DE 19801 Phone: (302) 655-5000 Fax: (302) 658-6395 -andGERSTEN SAVAGE, LLP Paul Rachmuth 600 Lexington Avenue New York, New York 10022 Telephone: (212) 752-9700 Facsimile: (212) 980-5192 Proposed Counsel for the Debtors and Debtors in Possession

Exhibit A Proposed Order

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CLEARPOINT BUSINESS RESOURCES, INC. Debtor. Employer Tax I.D. No. 98-0434371 In re: Chapter 11 CLEARPOINT RESOURCES, INC. Case No. 10-12038 Debtor. Employer Tax I.D. No. 20-2349869 Case No. 10-12037

ORDER PURSUANT TO 11 U.S.C. 105, FED. R. BANKR. P. 1015 AND LOCAL RULE 1015-1 (I) DIRECTING JOINT ADMINISTRATION OF THE DEBTORS RELATED CHAPTER 11 CASES AND (II) GRANTING RELATED RELIEF Upon the motion (the Motion)1 of the above-captioned debtors and debtors in possession (collectively, the Debtors) for entry of an order (this Order), pursuant to section 105 of the Bankruptcy Code, Bankruptcy Rule 1015 and Local Rule 1015-1, (i) directing the joint administration of the Debtors related chapter 11 cases (the Chapter 11 Cases) and (ii) granting related relief; and upon the Declaration of Christine Doelp; and due and sufficient notice of the Motion having been given; and it appearing that no other or further notice need be provided; and upon the record herein; and it appearing that the relief requested by the Motion is

Capitalized terms not defined herein have the meanings ascribed to them in the Motion.

in the best interest of the Debtors, their estates, their creditors and other parties in interest; and after due deliberation and sufficient cause appearing therefor; IT IS HEREBY ORDERED THAT: 1. 2. The Motion is GRANTED. The Chapter 11 Cases are consolidated for procedural purposes only and

shall be jointly administered by this Court under Case No. 10-12037 ( ). 3. follows: IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CLEARPOINT BUSINESS RESOURCES, INC., et al.,2 Debtors. Chapter 11 Case No. 10-12037 (Joint Administration Requested) The consolidated caption of the jointly administered cases shall read as

4.

An entry shall be made on the docket of each of the Chapter 11 Cases,

other than the docket maintained for the Chapter 11 Case of Crdentia Corp., that is substantially similar to the following: An order has been entered in this case directing the procedural consolidation and joint administration of the chapter 11 cases of ClearPoint Business Resources, Inc. and ClearPoint Resources, Inc. The docket in Case No. 10-12037 (__) should be consulted for all matters affecting this case..

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.

5.

One consolidated docket, one file and one consolidated service list shall be

maintained for the Chapter 11 Cases by the Debtors and kept by the Clerk of the United States Bankruptcy Court for the District of Delaware. 6. Nothing contained in the Motion or this Order shall be deemed or

construed as directing or otherwise affecting a substantive consolidation of the Chapter 11 Cases. 7. Order. 8. This Court shall retain jurisdiction with respect to all matters arising from or The Debtors are authorized to take all actions necessary to implement this

related to the interpretation or implementation of this Order. Dated: ___________________, 2010 Wilmington, Delaware __________________________________________ THE HONORABLE _____________________ UNITED STATES BANKRUPTCY JUDGE