EXHIBIT 4.1

NUMBER

U N I T S

U

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP 185061 20 7

CLEARPOINT BUSINESS RESOURCES, INC.

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS EACH TO PURCHASE ONE SHARE OF COMMON STOCK

This Certifies that

is the owner of Units.

Each Unit (“Unit”) consists of one (1) share of common stock, par value $.0001 per share (“Common Stock”), of ClearPoint Business Resources, Inc., a Delaware corporation (the BY “Company”), and two warrants (the “Warrants”). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $5.00 per share (subject to adjustment). Each Warrant will expire unless exercised before 5:00 p.m., New York City Time, on April 17, 2009, or earlier upon redemption (the “Expiration Date”). The terms of the Warrants are governed by a Warrant Agreement, dated as of April 18, 2005, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and are available to any Warrant holder on written request and without cost.

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company. Witness the facsimile seal of the Company and the facsimile signature of its duly authorized officers.

COUNTERSIGNED AND REGISTERED:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT

AND REGISTRAR BY

AUTHORIZED SIGNATURE

By

SIGNATURE TO COME?

SECRETARY

CLEARPOINT BUSINESS RESOURCES, INC.

CORPORATE SEAL 2004

DELAWARE

SIGNATURE TO COME?

CHAIRMAN OF THE BOARD

AMERICAN BANK NOTE COMPANY

PRODUCTION COORDINATOR: TODD DEROSSETT 931-490-1720

711 ARMSTRONG LANE

PROOF OF FEBRUARY 6, 2007

COLUMBIA, TENNESSEE 38401

CLEARPOINT BUSINESS RESOURCES, INC.

(931) 388-3003

TSB 26157 FC Lot 3

SALES: J. NAPOLITANO 631-253-3206

Operator: Anthony

/ETHER 7/ LIVE JOBS / C / CLEARPOINT 26157 FC Lot 3

New

PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF Colors Selected for Printing: Intaglio prints in SC-7 Dark Blue.

COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good representation of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing ink.

NOTE: Text that is sent in by disk or e-mail is not proofread word for word.

AMERICAN BANK NOTE COMPANY.

ClearPoint Business Resources, Inc.

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Common Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM |  | – |  | as tenants in common |  | UNIF GIFT MIN ACT |  | – |  | _____________ |  | Custodian |  | _____________
TEN ENT |  | – |  | as tenants by the entireties |  |  |  |  |  | (Cust) |  |  |  | (Minor)
JT TEN |  | – |  | as joint tenants with right of survivorship and not as tenants in common |  |  |  |  |  | under Uniform Gifts to Minors
|  |  |  |  |  |  |  |  |  | Act _________________________________
|  |  |  |  |  |  |  |  |  |  |  | (State) |  |

Additional abbreviations may also be used though not in the above list.

For value received, _____________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
___________________________________________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
_________________________________________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated |  |

Notice: |  | The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. |  |

|  | Signature(s) Guaranteed:
|  | THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

The holder of this certificate shall be entitled to receive funds from the trust fund only in the event of the Company’s liquidation or if the holder seeks to convert his respective shares into cash upon a business combination which he voted against and which is actually completed by the Company. In no other circumstances shall the holder have any right or interest of any kind in or to the trust fund.