Exhibit
      4.57

    


    AMENDMENT
      NO. 4 TO REVOLVING LINE
      OF CREDIT AND 

    TERM
      LOAN AGREEMENT

    


    This
      Amendment No. 4 to Revolving Line of Credit and Term Loan Agreement (this
“Agreement”)
      is by
      and between RBS Citizens, National Association, having a lending office at
      28
      State Street, Boston, MA 02109 (the “Lender”)
      and
      National Investment Managers Inc., a Florida corporation having an address
      of
      545 Metro Place South, Suite 100, Dublin, OH 43017 (the “Borrower”).

    


    R
      E C
      I T A L S

    


    
      	
              A.

            	
              Reference
                is hereby made to a certain Revolving Line of Credit and Term Loan
                Agreement, dated as of November 30, 2007, by and between Borrower
                and
                Lender, as amended by (i) a certain Amendment No. 1 to Term Loan
                Agreement, dated March 31, 2008, (ii) a certain Amendment No. 2 to
                Term
                Loan Agreement, dated June 30, 2008, and (iii) a certain Amendment
                No. 3
                to Term Loan Agreement, dated June 30, 2008 (as amended, the “Loan
                Agreement”).
                The loan obligations of Borrower to Lender are further evidenced
                by (i) a
                certain Term Promissory Note, dated November 30, 2007, from the Borrower
                to the Lender in the maximum principal amount of up to $13,000,000.00,
                as
                amended by a certain Amendment No. 1 and Allonge to Term Promissory
                Note,
                dated as of June 30, 2008, increasing the maximum principal amount
                to
                $15,000,000.00 and (ii) a certain Revolving Line of Credit Note,
                dated
                November 30, 2007, from the Borrower to the Lender in the maximum
                principal amount of $2,000,000.00 (together and as amended, the
                “Notes”).
                All capitalized terms used herein and not otherwise defined herein
                shall
                have the meanings as set forth in the Loan
                Agreement.

            


    

    


    
      	
              B.

            	
              Borrower
                has requested that Lender advance a Term Loan Advance to fund the
                Financed
                Acquisition of Alan N. Kanter & Associates, Inc., a Maryland
                corporation with its principal place of business at 31 Walker Avenue,
                2nd
                Floor, Baltimore, MD 21208 (the “Subsidiary”).

            


    

    


    
      	
              C.

            	
              Lender
                has agreed to advance such Term Loan Advance for the Financed Acquisition,
                provided that Borrower joins with Lender in the execution of this
                Agreement and satisfies the conditions precedent for the Financed
                Acquisition set forth herein, including, without limitation, the
                execution
                by the Subsidiary of a Guaranty of the
                Loans.

            


    

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, Lender and Borrower hereby agree as
      follows:

    


    
      	1.	
              The
                Lender hereby consents to the acquisition of the Subsidiary on the
                terms
                set forth in a certain Stock Purchase Agreement, dated as of June
                30,
                2008, among the Borrower, the Subsidiary, and Alan N. Kanter, and
                the
                acquisition of the Subsidiary shall be deemed to be a Permitted
                Acquisition. 

            


    


    
      	
              Amendment
                No. 4 to Revolving Line of Credit and Term Loan
                Agreement

            	
              Page
                1 of 
                7

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              2.

            	
              To
                evidence that the Subsidiary is an additional Guarantor of the Loans,
                Schedule
                A
                to
                the Loan Agreement is hereby deleted in its entirety and the attached
                new
                Schedule
                A
                is
                substituted therefor.

            


    

    


    
      	
              3.

            	
              Lender
                and Borrower hereby agree that, as a result of the acquisition of
                the
                Subsidiary as an Acquired Entity (as defined in the Loan Agreement),
                the
                updated calculation of Acquired EBITDA shall be as set forth on the
                table
                attached hereto as Schedule 1(a) “Acquired EBITDA” which Schedule shall be
                considered incorporated into and part of the Loan Agreement. The
                calculations set forth on Schedule 1(a) “Acquired EBITDA” are hereby
                intended to supersede and replace any prior agreements between Lender
                and
                Borrower as to the calculation of Acquired
                EBITDA.

            


    

    


    
      	
              4.

            	
              As
                a condition of this Agreement, Borrower shall at the time of execution
                of
                this Agreement:

            


    

    


    
      	 	
              (a)

            	
              reimburse
                Lender for its-out-of pocket costs in connection with this Agreement
                and
                the Modification Documents (as defined below), including reasonable
                legal
                fees and expenses incurred by
                Lender;

            


    

    


    
      	 	
              (b)

            	
              deliver
                to Lender the following documents in form and substance reasonably
                satisfactory to Lender or, if applicable, as required by the terms
                and
                conditions of the Loan Agreement:

            


    

    


    
      	
            	 	
              (i)

            	
              an
                Amendment No. 3 to Stock Pledge executed by
                Borrower;

            

 

    
      	 	 	
              (ii)

            	
              an
                Amendment No. 4 to Intercreditor Agreement executed by Borrower and
                by
                Junior Lender;

            


    

    


    
      	 	 	
              (iii)

            	
              a
                Stock Power certificate executed in blank by Borrower in favor of
                Lender
                with respect to the stock of the
                Subsidiary;

            


    

     

    
      	 	 	
              (iv)

            	
              a
                Perfection Certificate executed by the
                Subsidiary;

            



      	 	 	
              (v)

            	
              a
                Guaranty in favor of Lender executed by the Subsidiary;
                and

            


    

    


    
      	 	 	
              (vi)

            	
              a
                Security Agreement executed by the Subsidiary in favor of
                Lender.

            


    

    


    The
      foregoing documents and any additional documents executed herewith, together
      with this Agreement, shall be referred to herein as the “Modification
      Documents”;
      and

     

    
      	
              Amendment
                No. 4 to Revolving Line of Credit and Term Loan
                Agreement

            	
              Page
                2 of 
                7

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              satisfy
                and/or be in compliance with the Financed Acquisition Conditions
                on the
                date hereof and at the time of the advance by Lender of the Term
                Loan
                Advance contemplated hereby.

            


    

    


    
      	
              5.

            	
              Borrower
                hereby represents and warrants that: (i) its representations and
                warranties set forth in the Loan Agreement are true in all material
                respects on and as of the date hereof as if made on such date (except
                to
                the extent that the same expressly relate to an earlier date or are
                affected by the consummation of transactions permitted hereby or
                by the
                Agreement); (ii) it is in compliance in all material respects with
                all of
                the terms and provisions set forth in the Loan Agreement on its part
                to be
                observed or performed; (iii) after giving effect to any extension
                of
                credit to be made on the date hereof, no Event of Default or Default
                Event
                has occurred and is continuing; (iv) since the date of the financial
                statements most recently provided to Lender by Borrower, there has
                occurred no material adverse change in the assets or liabilities
                or the
                financial or other condition of Borrower; (v) it has full power to
                execute, deliver and perform its obligations under the Modification
                Documents and the execution, delivery and performance of the Modification
                Documents have been authorized and directed by the appropriate parties;
                (vi) the Modification Documents constitute the legal, valid and binding
                obligations of Borrower and/or the Subsidiary, as applicable, enforceable
                in accordance with their terms; (vii) the execution, delivery and
                performance thereof will not violate any provision of any existing
                law or
                regulation applicable to Borrower or the Subsidiary or their respective
                governing documents or of any order or decree of any court, arbitrator
                or
                governmental authority or of any contractual undertaking to which
                either
                is a party or by which either may be bound; and (viii) no consents,
                licenses, approvals or authorizations of, exemptions by or registrations
                or filings with, any governmental authority are required with respect
                to
                the Modification Documents.

            


    

    


    
      	
              6.

            	
              If
                Borrower fails to comply with all the terms and conditions of the
                Modification Documents, such failure shall constitute a default under
                this
                Agreement and an Event of Default under the Loan Agreement and other
                Loan
                Documents.

            


    

    


    
      	
              7.

            	
              No
                other changes shall be made to the Loan Agreement, and Borrower reaffirms
                its obligations under the Loan Documents (as amended hereby) in their
                entirety. This Agreement is not intended to extinguish or affect
                any of
                the debt evidenced by the Notes or to otherwise modify any of the
                obligations under any of the Loan Documents, except as amended hereby.
                Borrower hereby reaffirms that Borrower remains indebted to Lender
                without
                defense, counterclaim or offset and hereby releases Lender from any
                and
                all claims or other causes of action which Borrower may have against
                Lender with respect to the Loans and the Loan
                Documents.

            


    

    


    
      	
              8.

            	
              This
                Agreement is made in the Commonwealth of Massachusetts and shall
                be
                construed in accordance with its laws without regard to principles
                of
                conflicts of laws. If any provision hereof is in conflict with any
                statute
                or rule of law of the Commonwealth of Massachusetts or any other
                statute
                or rule of law of any other applicable jurisdiction or is otherwise
                unenforceable, such provisions shall be deemed null and void only
                to the
                extent of such conflict or unenforceability and shall be deemed separate
                from and shall not invalidate any other provision of this
                Agreement.

            


    

     

    
      	
              Amendment
                No. 4 to Revolving Line of Credit and Term Loan
                Agreement

            	
              Page
                3 of 
                7

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              This
                Agreement shall be binding upon and inure to the benefit of the parties
                hereto and their respective successors and assigns, and no other
                parties
                shall be a beneficiary hereunder. Neither this Agreement nor any
                of the
                provisions hereof can be changed, waived, discharged or terminated
                except
                by an instrument in writing signed by the party against whom enforcement
                of the change, waiver, discharge or termination is
                sought.

            


    

    


    
      	
              10.

            	
              This
                Agreement may be signed in counterparts, each of which shall be deemed
                an
                original and all of which, when taken together, shall constitute
                one and
                the same instrument. Signatures delivered by facsimile transmission
                shall
                have the same force and effect as original signatures delivered in
                person.

            


    

    


    [Signatures
      on following page]

     

    
      	
              Amendment
                No. 4 to Revolving Line of Credit and Term Loan
                Agreement

            	
              Page
                4 of 
                7

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXECUTED
      under seal as of the 16th day of July, 2008.

    


    
      	 	 	
              LENDER:

            
	 	 	 	 
	 	 	
              RBS
                CITIZENS, NATIONAL ASSOCIATION

            
	 	 	 	 
	
              /s/
                Imran S. Bora

            	 	By:	
               /s/
                David Bugbee

            	
            
	
              Witness

            	 	Name:	
               David
                Bugbee

            
	 	 	Title:	
               Senior
                Vice President

            
	 	 	 	 
	 	 	BORROWER:
	 	 	 	 
	 	 	NATIONAL
              INVESTMENT MANAGERS INC.
	 	 	 	 
	
              /s/
                John Schroepfer

            	 	By:	
               /s/
                John M. Davis 

            	
            
	
              Witness

            	 	
              Name:
                

            	
               

            
	 	 	
              Title:

            	
               

            


    

     

    
      	
              Amendment
                No. 4 to Revolving Line of Credit and Term Loan
                Agreement

            	
              Page
                5 of 
                7

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    
      	
              Amendment
                No. 4 to Revolving Line of Credit and Term Loan
                Agreement

            	
              Page
                6 of 
                7

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1(A)

    


    “ACQUIRED
      EBITDA”

     

    
      
        	
                Applicable Time Period

              	 	
                For the four fiscal

                quarter period

                ending June 30,

                2008, an amount

                equal to:

              	 	
                For four fiscal

                quarter period

                ending September

                30, 2008, an

                amount equal to:

              	 	
                For the four fiscal

                quarter period

                ending December

                31, 2008, an

                amount equal to:

              	 	
                For the four fiscal

                quarter period

                ending March 31,

                2009, an amount

                equal to:

              	 
	
                Acquired
                  EBITDA for
                  CIAS

              	 	
                $

              	
                363,945

              	 	
                $

              	
                259,518

              	 	
                $

              	
                124,842

              	 	 	
                N/A

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Acquired
                  EBITDA for
                  Alaska Pension Services, Ltd.

              	 	
                $

              	
                244,402

              	 	
                $

              	
                209,640

              	 	$	
                (16,159

              	
                )

              	
                $

              	
                33,760

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Acquired
                  EBITDA for
                  Alan N. Kanter & Associates, Inc.

              	 	
                $

              	
                340,815

              	 	
                $

              	
                245,824

              	 	 	
                176,270

              	 	 	
                156,008

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Total
                  Acquired EBITDA for Applicable Time Period

              	 	
                $

              	
                949,162

              	 	
                $

              	
                714,982

              	 	
                $

              	
                284,953

              	 	
                $

              	
                189,768

              	 


      

    

     

    
      	
              Amendment
                No. 4 to Revolving Line of Credit and Term Loan
                Agreement

            	
              Page
                7 of 
                7