Exhibit
4.75

    


    ELEVENTH AMENDMENT TO
REVOLVING LINE OF CREDIT

    AND TERM LOAN
AGREEMENT

     

    This
Eleventh Amendment to Revolving Line of Credit and Term Loan Agreement (this
“Agreement”) is
made as of the 26th day of
April, 2010 by and among RBS CITIZENS, NATIONAL ASSOCIATION, having a lending
office at 28 State Street, Boston, MA 02109 (the “Lender”), NATIONAL
INVESTMENT MANAGERS, INC., a Florida corporation having an address of 485 Metro
Place South, Suite 275, Dublin, OH 43017 (the “Borrower”), and each
of the guarantors identified as such on the signature pages hereto (each a
“Guarantor,”
and collectively, the “Guarantors”).

     

    RECITALS

     

    WHEREAS, Borrower and Lender
are parties to that certain Revolving Line of Credit and Term Loan Agreement,
dated as of November 30, 2007, as amended by (i) a certain Amendment No. 1 to
Revolving Line of Credit and Term Loan Agreement, dated March 31, 2008, (ii) a
certain Amendment No. 2 to Revolving Line of Credit and Term Loan Agreement,
dated June 30, 2008, (iii) a certain Amendment No. 3 to Revolving Line of Credit
and Term Loan Agreement, dated June 30, 2008, (iv) a certain Amendment No. 4 to
Revolving Line of Credit and Term Loan Agreement dated as of July 16, 2008, (v)
a certain Amendment No. 5 to Revolving Line of Credit and Term Loan Agreement
dated as of October 1, 2008, (vi) a certain Amendment No. 6 to Revolving Line of
Credit and Term Loan Agreement dated as of November 26, 2008, (vii) a certain
Amendment No. 7 to Revolving Line of Credit and Term Loan Agreement dated as of
March 30, 2009, (viii) a certain Amendment No. 8 to Revolving Line of Credit and
Term Loan Agreement dated as of June 30, 2009, (ix) a certain Amendment No. 9 to
Revolving Line of Credit and Term Loan Agreement dated as of September 25, 2009,
and (x) a certain Amendment No. 10 to Revolving Line of Credit and Term Loan
Agreement dated as of December 14, 2009 (collectively, the “Loan
Agreement”).  Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Loan
Agreement.

     

    WHEREAS, the 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) 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, (b) a certain Amendment No. 2
and Allonge to Term Promissory Note dated as of October 1, 2008, and (c) a
certain Amendment No. 3 and Allonge to Term Promissory Note dated as of March
30, 2009 (collectively, the “Term Note”); 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, as
amended by (a) a certain Amendment No. 1 and Allonge to Revolving Line of Credit
Note dated as of March 30, 2009, (b) a certain Amendment No. 2 and Allonge to
Revolving Line of Credit Note dated as of September 25, 2009, temporarily
increasing the maximum principal amount to $2,500,000.00 and (c) a certain
Amendment No. 3 and Allonge to Revolving Line of Credit Note dated as of
December 14, 2009 (collectively, the “Revolving Note”, and
together with the Term Note, the “Notes”).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit 4.75

     

    WHEREAS, the obligations of
Borrower to Lender evidenced by the Loan Agreement and the Notes are secured by
(i) a certain Security Agreement dated as of November 30, 2007 by Borrower in
favor of Lender (the “Security Agreement”)
and (ii) a certain Stock Pledge Agreement dated as of November 30, 2007 by
Borrower in favor of Lender (as subsequently amended, the “Stock Pledge
Agreement,” and together with the Loan Agreement, the Notes and the
Security Agreement, the “Loan
Documents”).

     

    WHEREAS, the following Events
of Default (collectively, the “Identified Events of
Default”) have occurred or may occur:

     

    (i)           Borrower
has failed to comply with the Minimum EBITDA covenant set forth in Section 5(m)
of the Loan Agreement for the periods ending September 30, 2009 and December 31,
2009;

     

    (ii)          Borrower
has failed to comply with the Maximum Ratio of Total Funded Debt to Adjusted
EBITDA covenant set forth in Section 5(n) of the Loan Agreement for the periods
ending September 30, 2009 and  December 31, 2009;

     

    (iii)         Borrower
has failed to comply with the Minimum Fixed Charge Coverage Ratio covenant set
forth in Section 5(o) of the Loan Agreement for the periods ending September 30,
2009 and December 31, 2009;

     

    (iv)         Borrower
has failed to comply with Section 6(iv)(i) of the Loan Agreement due to the
occurrence of certain defaults under the Junior Loan;

     

    (v)          Borrower
has failed to comply with Section I(1) of Amendment No. 10 to the Loan
Agreement, pursuant to which Borrower was required to repay any amounts
outstanding under the Revolving Note in excess of $2,000,000 on or before
February 28, 2010; and

     

    (vi)         Borrower
anticipates that one or more Events of Default may occur during the Forbearance
Period (as defined below) under Sections 5(m), 5(n) and 5(o) of the Loan
Agreement and under Section 6(a)(iv)(ii) of the Loan Agreement with respect to
Seller Financing.

     

    WHEREAS, in consideration of
Lender entering into this Agreement and providing the accommodations to Borrower
set forth herein and in consideration of the additional risk undertaken by
Lender in so doing, Borrower has, having considered the alternatives, elected
and agreed to enter into this Agreement, under which Borrower desires that the
Lender forbear from exercising its rights and remedies in respect of the
Identified Events of Default under the Loan Documents and applicable law during
the Forbearance Period (as defined below);

     

    WHEREAS, the Lender is
willing, subject to the terms and conditions set forth herein (including,
without limitation, the satisfaction of all covenants and agreements by the
Borrower set forth herein and in the other Loan Documents), and solely with
respect to the Identified Events of Default, to forbear from exercising its
rights and remedies in respect of the Identified Events of Default, but only as and to the
extent provided herein; and


    
      
         


      

      
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    Exhibit 4.75

     

    WHEREAS, each of the Loan
Documents are hereby incorporated herein by reference and, except as altered or
modified by the terms of this Agreement, remain valid, binding and of full force
and effect.

     

    NOW, THEREFORE, with the
foregoing Recitals incorporated by reference and made a part hereof, in
consideration of the mutual agreements contained in the Loan Documents and
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     

    1.           Identified
Events of Default.  The Borrower acknowledges and agrees that
the Identified Events of Default have occurred or may occur under the Loan
Documents and that the Lender is entitled to exercise its rights and remedies
with respect to such Identified Events of Default under the Loan Documents and
applicable law.  The Borrower further acknowledges and agrees that the
Lender has no obligation: (i) to forbear from the exercise of its rights and
remedies except as specifically set forth herein, or (ii) to make additional
loans or advance any funds to the Borrower under the Loan Documents or
applicable law.  The Borrower further acknowledges and agrees that the
fact that the Lender has not elected to take any of the actions described in the
Loan Documents is not a waiver of the Lender’s right to do so at any time in the
future, except as specifically provided herein.

     

    2.           Confirmation
of Indebtedness; Ratification of Loan Documents.

     

    (a)           The
Borrower hereby agrees and acknowledges that:

     

    (i)           as
of the date hereof, the Borrower is indebted to the Lender for
(A) indebtedness to the Lender in connection with the Loan Documents in an
aggregate outstanding principal amount equal to $13,750,000.00, plus accrued and
unpaid interest thereon, as provided in the Loan Documents; and (B) for all
accrued and unpaid fees and expenses of the Lender (including, but not limited
to, reasonable fees and disbursements of counsel to the Lender) and other
amounts owed to the Lender under the Loan Documents, including without
limitation, any amounts Borrower is obligated to pay Lender pursuant to the
terms of this Agreement (collectively, the “Obligations”);

     

    (ii)          as
of the date hereof, (A) there exists no defense to the repayment by the Borrower
of the Obligations, and (B) the Borrower does not have any Claim (as defined
below) against the Lender in respect of any matter relating to or arising under
this Agreement or any of the Loan Documents or any of the transactions
contemplated hereby or thereby;

     

    (iii)         the
Borrower remains obligated to pay all principal, interest, fees and other
amounts owing to the Lender under and in respect of the Loan Documents when due
and payable in accordance with the terms thereof; and

     

    (iv)         the
liens and security interests granted in favor of the Lender under the terms of
the Loan Documents secure payment of the Obligations and all other obligations
under the Loan Documents, are perfected, effective, enforceable and valid and
that such liens and security interests are, in each case, a first priority lien
and security interest except to the extent otherwise expressly permitted by the
Loan Agreement or the other Loan Documents


    
      
         


      

      
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    Exhibit 4.75

     

    (b)           The
Borrower hereby (i) ratifies, confirms, and approves each of the terms and
conditions, and its liabilities and obligations under, each of the Loan
Documents (ii) for the avoidance of doubt hereby grants to Lender a continuing
security interest in and lien on the Collateral as security for the performance
of Borrower’s obligations under the Loan Documents and (iii) acknowledges and
agrees that its liabilities and obligations under the Loan Agreement and other
Loan Documents are owing without offset, defense or counterclaim. The Borrower
further acknowledges and agrees that (1) except as specifically modified by this
Agreement, all terms and conditions of the Loan Agreement and the other Loan
Documents shall be unaffected hereby and shall remain in full force and effect
and (2) it shall continue to make all payments required under the Loan Agreement
when due.

     

    (c)           Without
limiting any other provision of this Agreement, Borrower acknowledges and agrees
that the Lender is entering into this Agreement in reliance upon, among all
other agreements and representations of the Borrower, including, without
limitation, those agreements and representations of the Borrower set forth in
the Loan Documents, the agreements, acknowledgements, ratifications and
provisions set forth in this Section 2.

     

    3.           No
Present Claims; Release.  The Borrower and each Guarantor
acknowledges and agrees that: (a) it does not have any claim or cause of
action against the Lender (or any of its predecessors, directors, officers,
employees, agents, affiliates or attorneys); (b) it does not have any offset
right, counterclaim or defense of any kind against the Obligations or any
portion thereof; and (c) the Lender has heretofore properly performed and
satisfied in a timely manner all of its obligations and commitments to the
Borrower.  The Lender wishes (and the Borrower and Guarantors agree)
to eliminate any possibility that any past conditions, acts, omissions, events
or circumstances would impair or otherwise adversely affect any of the rights,
interests, security and/or remedies of the Lender.  For and in
consideration of the agreements contained in this Agreement and other good and
valuable consideration, the Borrower and each Guarantor unconditionally and
irrevocably releases, waives and forever discharges the Lender, together with
its predecessors, successors, assigns, subsidiaries, affiliates, agents and
attorneys (collectively, the “Released Parties”),
from the following (each a “Claim”): (x) any and
all liabilities, obligations, duties, promises or indebtedness of any kind of
the Released Parties to the Borrower or the Guarantors which existed, arose or
occurred at any time from the beginning of the world to the execution of this
Agreement, and (y) all claims, offsets, causes of action, suits or defenses of
any kind whatsoever (if any), which the Borrower or any Guarantor might
otherwise have against the Released Parties, or any of them, in either case (x)
or (y) on account of any condition, act, omission, event, contract, liability,
obligation, indebtedness, claim, cause of action, defense, circumstance or
matter of any kind which existed, arose or occurred at any time from the
beginning of the world to the execution of this Agreement.


    
      
         


      

      
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    Exhibit 4.75

     

    4.           Forbearance
by Lender.

     

    (a)           The
Borrower acknowledges and agrees that the Identified Events of Default have
occurred and are continuing, and further acknowledges and agrees that the Lender
has the right to immediately accelerate and commence enforcement of its rights
and remedies under the Loan Documents and applicable law as a result
thereof.  In consideration of the Borrower’s performance and strict
compliance in accordance with each term and condition of this Agreement (TIME
BEING OF THE ESSENCE), as and when due, the Lender shall forbear from enforcing
its rights and remedies under the Loan Documents and applicable law as a result
of the Identified Events of Default until the earliest of: (i) 4:00 pm (Boston
time) on January 2, 2011,  (ii) the date of the occurrence of any
Default Event or Event of Default (excluding any
Identified Events of Default) under the Loan Agreement or any other Loan
Document, (iii) the date of the occurrence of any breach by Borrower of any of
the terms set forth in this Agreement, including but not limited to the
obligations set forth in Section 6 hereof; or (iv) the date on which the
Borrower, any Guarantor, or any affiliate of the Borrower or any Guarantor, or
any person or entity claiming by or through either the Borrower or any Guarantor
joins in, assists, cooperates or participates as an adverse party or adverse
witness in any suit or other proceeding against the Lender, or any of its
affiliates, relating to the Obligations or any of the transactions contemplated
by the Loan Documents, this Agreement or any other documents, agreements or
instruments executed in connection with this Agreement.  Each of the
events described in the foregoing clauses (i), (ii), (iii) and (iv) are referred
to herein as a “Termination Event,”
and the date of the earliest to occur of any Termination Event is referred to
herein as the “Forbearance Termination
Date.”  The period commencing as of the date of the
effectiveness of this Agreement and ending on the Forbearance Termination Date
shall be referred to as the “Forbearance
Period.”  The Borrower agrees that nothing contained in this
Agreement or the fact that the Lender may, in the Lender’s sole discretion, make
Revolving Advances to the Borrower during the Forbearance Period, shall
constitute a waiver of the Identified Events of Default or of any other Default
Events or Events of Default, whether now existing or hereafter arising under the
Loan Documents.

     

    (b)           During
the Forbearance Period, Lender agrees temporarily to reduce the monthly
principal and interest payment owed to it pursuant the Term Note to interest
only, such reduction to be effective through the Expiration Date.

     

    (c)           The
Borrower acknowledges and agrees that upon the occurrence of the Forbearance
Termination Date, Lender shall have the right to immediately commence
enforcement of its rights and remedies under the Loan Documents and applicable
law in respect of all then existing Default Events and Events of Default,
including the Identified Events of Default.

     

    5.           Amendments
to Loan Agreement.

     

    (a)           Section
1 of the Loan Agreement is hereby amended by deleting the definitions of
“Expiration Date” and of “Maximum Revolving Credit” and replacing them with the
following:

     

    “Expiration Date”
means January 2, 2011.

     

    “Maximum Revolving
Credit” means $4,000,000.

     

    (b)           Section
2(a)(v) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:


    
      
         


      

      
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    Exhibit 4.75

     

    Interest Rate Applicable to
Revolving Advances.  Each Revolving Advance shall accrue
interest at a variable per annum rate of interest equal to either, at Borrower’s
election in accordance with the terms and conditions of this Agreement, (i) the
Prime Rate or (ii) the Adjusted LIBOR Rate, plus the Libor Rate Margin
for Revolving Loan (the “LIBOR Option”).  Notwithstanding the
foregoing, after the Forbearance and Amendment Agreement Effective Date (as
defined in that certain Eleventh Amendment to Revolving Line of Credit and Term
Loan Agreement dated as of April 26, 2010), Revolving Advances (including, for
the avoidance of doubt, Revolving Advances outstanding as of the Forbearance and
Amendment Agreement Effective Date and Revolving Advances made thereafter) shall
accrue interest at the Prime Rate plus six hundred (600) Basis
Points.  Changes in the interest rate applicable to any Revolving
Advance occurring as a result of changes in the Prime Rate or the LIBOR Rate, as
applicable, shall take place immediately without notice to Borrower or demand of
any kind.  Interest on each Revolving Advance shall at all times be
calculated on a 360-day year of twelve 30-day months, but shall accrue and be
payable on the actual number of days elapsed.

    


    6.           Terms of
Forbearance.

     

    (a)           Cash Flow Projections;
Performance.

     

    (i)           A
weekly cash flow projection for the Borrower for the thirteen (13) week period
commencing on April 12, 2010 (the “13 Week Cash Flow
Projection”) and a monthly cash flow projection through the Forbearance
Period commencing on April 12, 2010 (including any payments to be made on
account of Seller Financing) (the “2010 Cash Flow
Projection,” and together with the 13 Week Cash Flow Projection, the
“Cash Flow
Projections”) in form and substance reasonably acceptable to Lender have
been provided to Lender.  The Cash Flow projections shall incorporate,
among other things, all payments to be made on account of Seller
Financing.  The Borrower represents to the Lender that the Cash Flow
Projections have been, and any updates thereto will be, prepared jointly by the
Borrower and CMAG (as defined below in Section 6(b)) in good faith and that the
Borrower believes that they will represent a reasonable estimate based on the
information available to the Borrower as of the date of this
Agreement;

     

    (ii)          During
the Forbearance Period, the Borrower shall provide to the Lender on Wednesday of
each week (commencing on April 28, 2010):  (A) an updated, rolling
thirteen-week cash flow projection in form and substance reasonably satisfactory
to the Lender, which shall be deemed to update the 13 Week Cash Flow Projection;
(B) a comparison of actual cash-flow results for the prior week as compared to
the 13 Week Cash Flow Projection (as updated from time to time), in form
reasonably satisfactory to the Lender; (C) an updated,
rolling   monthly cash flow projection through January 2, 2011 in
form and substance reasonably satisfactory to the Lender, which shall be deemed
to update the 2010 Cash Flow Projection;


    
      
         


      

      
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    Exhibit 4.75

     

    (iii)         At
no time during the Forbearance Period shall (a) Borrower’s total actual cash
receipts be less than the lesser of (i) 80% of the total cash receipts projected
for such period in the 13 Week Cash Flow Projection (as updated each Wednesday
with the Lender’s consent) and (ii) the amount that is $650,000 less than the
total cash receipts projected for such period, measured on a weekly basis
against the six calendar weeks preceding the end of any calendar week, provided, however,
that during the six week period commencing with the week beginning April 12,
2010, the basis for such measurement shall be only those weeks that have
actually elapsed during such period; provided, further, that this clause (a)
shall be deemed satisfied so long as Borrower’s cumulative total actual cash
receipts from and after April 12, 2010 are 95% or more of the cumulative total
cash receipts projected for such period in the Cash Flow Projections, or (b)
Borrower’s total actual expenditures (excluding costs associated with this
Agreement, such as legal fees and expenses of Borrower, Lender and Junior
Lender, and other non-recurring items, as well as any expenditures specifically
excluded with the consent of the Lender) exceed 110% of the total expenditures
projected for such period in the 13 Week Cash Flow Projection (as updated each
Wednesday with the Lender’s consent, and excluding such non-recurring items),
measured on a weekly basis against the six  consecutive calendar weeks
preceding the end of any calendar week, provided, however,
that during the six week period commencing with the week beginning April 12,
2010, the basis for such measurement shall be only those weeks that have
actually elapsed during such period;

     

    (iv)        During
the Forbearance Period, Borrower’s President, Chief Financial Officer, Chief
Executive Officer and CMAG each shall execute the monthly financial statements
and Covenant Compliance Certificate required by Section 5(c)(ii) of the Loan
Agreement, modified as appropriate to take into account the provisions of this
Agreement.  Such monthly financial statements shall, among other
things, attest to the accuracy of the Cash Flow Projections and represent that,
except as contemplated by the Cash Flow Projections, Borrower made no payments
on account of Seller Financing during the relevant period.

     

    (v)         Without
limiting any other provision of this Agreement, Borrower shall continue to
deliver all Financial Information to the Lender required by Section 5(c) of the
Loan Agreement;

     

    (b)           Engagement of Carl
Marks.  Borrower has engaged Carl Marks Advisory Group LLC
(“CMAG”) as its
financial advisor on terms and conditions that are acceptable to the Lender and
reflected in that certain engagement letter between Borrower and CMAG dated as
of March 22, 2010.  Borrower shall not terminate or materially modify
the terms and conditions of such engagement without the Lender’s consent, which
shall not be unreasonably withheld.  Furthermore, in the event that
Borrower shall, with the consent of the Lender, terminate the CMAG engagement,
or CMAG shall resign or otherwise unilaterally initiate a termination of its
engagement by Borrower, Borrower shall engage a replacement financial advisor
reasonably acceptable to the Lender, on terms and conditions reasonably
acceptable to the Lender, by a date that is no later than ten (10) business days
following the effectiveness of such termination or resignation.

     

    (c)           Recapitalization
Initiative.  CMAG’s engagement includes advising and assisting
Borrower in exploring, evaluating and implementing one or more strategic
alternatives for the recapitalization of Borrower (the “Recapitalization
Initiative”), including refinancing its current debt, raising equity
capital and/or potentially selling Borrower to a third party.  In the
event that, in the Lender’s reasonable judgment, Borrower has not made
satisfactory progress regarding a reasonably satisfactory Recapitalization
Initiative by July 15, 2010 or any date thereafter, through the Forbearance
Termination Date, Lender may terminate its forbearance agreements under this
Agreement, provided that Lender gives written notice of such termination to
Borrower at least ten (10) business days prior to such termination.

     

    
      
         


      

      
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    Exhibit 4.75

     

    (d)           Minimum
Availability.  At no time during the Forbearance Period will
Borrower permit the sum of (i) the excess of the Maximum Revolving Credit over
the Aggregate Revolving Advances plus (ii) Borrower's  cash balance,
as determined by reference to the amount of cash held in Citizens Bank account
numbers 1311-168238 and 1311-168246 to be less than $500,000

     

    (e)           Seller Financing
Payments.  During the Forbearance Period,
Borrower  represents and agrees that it shall make no payments on
account of Seller Financing other than those set forth on the Cash Flow
Projections without the express written approval of the Lender.

     

    (f)           Monitoring
Fee.  During the Forbearance Period, Borrower shall pay to
Lender a monthly monitoring fee in the amount of $2,000 per month.

     

    (g)           
Borrower Sale
Fee.

     

    (i)           Upon
the closing of any sale of Borrower (in any single transaction or series of
related transactions) to a non-affiliated third party or group of third-parties
(a “Borrower Sale
Transaction”), Borrower shall pay to Lender a fee (the “Borrower Sale Fee”),
which fee shall be deemed to be part of the Obligations, in an amount equal to
the sum of (A) $300,000 plus (B) an amount equal to three-quarters of one
percent (.75%) of the excess of (x) the gross purchase price being paid for
Borrower, without reduction for any fees to be paid therefrom or adjustments to
be made thereto at or subsequent to closing (the “Gross Sale
Proceeds”), over (y) the total amount of Borrower's outstanding
indebtedness (including the Obligations and Borrower’s Obligations as defined in
the Junior Loan Documents) immediately prior to closing less the Exit Fee (as
defined in the Fee Agreement described in Section 9(d) of  that
certain Amendment No. 8 to Securities Purchase and Loan Agreement between
Borrower, Guarantors and the Junior Lender, dated contemporaneously herewith
(the “Junior
Amendment”)).

     

    (ii)          Borrower
agrees that the amount described above in Section 6(g)(i)(A) shall be fully
earned as of the date hereof, and shall be payable to Lender on the earlier to
occur of (A) the Expiration Date and (B) the repayment in full of all
Obligations, unless a Borrower Sale Transaction or a refinancing transaction
described in Section 6(h) hereof has occurred prior to such date.  In
the event that a Borrower Sale Transaction occurs within six (6) months after the occurrence of the
Expiration Date or the repayment in full of all Obligations, and the Gross Sale
Proceeds from such Borrower Sale Transaction would have resulted in a Borrower
Sale Fee in excess of $300,000 pursuant to the formula set forth above in
Section 6(g)(i), Borrower shall pay to Lender the difference between such
greater Borrower Sale Fee and $300,000 (such difference being referred to
hereunder as the “Clawback
Amount”).  The Clawback Amount, if any, shall be due and
payable upon the consummation of the Borrower Sale Transaction giving rise to
such Clawback Amount.

     

    (h)           Borrower Refinancing
Fee.  Borrower shall pay to Lender a fee (the “Borrower Refinancing
Fee”), payable upon closing of a refinancing transaction in which all
Obligations of Borrower to Lender are satisfied prior to the occurrence of a
Borrower Sale Transaction, which shall be deemed to be part of the Obligations,
in an amount equal to four percent (4%) of the outstanding amount of the
Obligations satisfied at closing of such refinancing transaction.  For
the avoidance of doubt, Borrower shall be obligated to pay the Lender a fee
either according to Section 6(g) hereof or according to this Section 6(h), but
in no event shall both fees apply.  Borrower has agreed to the fee
arrangements in Section 6(g) and Section 6(h), in part, because of the Lender's
agreement not to charge a higher interest rate on the Term Note on account of
the Identified Events of Default during the Forbearance Period.


    
      
         


      

      
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    Exhibit 4.75

     

    (i)           The
failure to comply with any of the requirements, agreements or milestones set
forth in this Section 6 shall constitute a Termination Event.

     

    7.           Remedies
Following Termination Event.

     

    (a)           On
and after the occurrence of a Termination Event, upon written notice to
Borrower, and in each case without any further demand, presentment, notice
and/or other action of any nature by the Lender (all of which are hereby
expressly waived by the Borrower), and without limiting any other remedy
available to the Lender under any other agreement, document or instrument or
under applicable law, the Forbearance Period shall terminate, the Lender shall
be immediately and permanently relieved of its forbearance obligations set forth
in this Agreement, and (1) at the Lender’s option, upon written notice to
Borrower, the Lender may accelerate the obligations due under the Loan Documents
and declare the full amount of such obligations to be immediately due and
payable (without further notice or demand), and (2) the Lender may proceed
to enforce its rights under and in respect of the Loan Documents and applicable
law, which rights and remedies are expressly reserved.  The failure
(or delay) of the Lender in exercising any remedy after any particular
Termination Event shall not constitute a waiver of such remedy or any other
remedy in that or in any subsequent instance, or otherwise prejudice the rights
of the Lender in any manner.

     

    (b)           Without
limiting the generality of the foregoing, and notwithstanding anything to the
contrary in this Agreement, the Borrower expressly agrees that,  at
any time after seven business days following written notice by the Lender to the
Borrower of  the occurrence of a Termination Event (the "Notice
Period"), the Lender may seek the appointment of a receiver, trustee or similar
official to take possession of all or any portion of the Collateral or to
operate same and, to the maximum extent permitted by law, may seek the
appointment of such a receiver..  If the Borrower fails by the end of
the Notice Period to initiate a legal proceeding to halt the appointment of a
receiver, the Borrower will be deemed to irrevocably consent to and waive any
right to object to or otherwise contest the appointment of a receiver, trustee
or similar officia and will be deemed to have (i) granted such waiver and
consent knowingly after having discussed the implications thereof with its
counsel; (ii) acknowledged that (A) the uncontested right to have a receiver,
trustee or similar official appointed is considered essential by the Lender in
connection with the enforcement of the Lender’s rights and remedies hereunder
and under the Loan Documents, and (B) the availability of such remedies under
the foregoing circumstances was a material factor in inducing the Lender to
enter into this Agreement; and (iii) in furtherance of the Lender’s rights under
this Section 7(b), agreed to enter into any and all stipulations in any legal
actions, or agreements or other instruments in connection with the appointment
of a receiver as provided for herein and to cooperate fully with the Lender in
connection with the assumption and exercise of control by the receiver, trustee
or similar official over all or any portion of the Collateral.


    
      
         


      

      
        - 9
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    Exhibit 4.75

     

    8.           Representations
and Warranties.
Borrower represents and warrants to the Lender that:

     

    (a)           the
execution, delivery, and performance of this Agreement, the Loan Agreement and
the other Loan Documents are within Borrower’s corporate powers and have been
duly authorized by all necessary corporate action.  This Agreement has
been duly executed and delivered by Borrower and constitutes, and each of the
other previously executed Loan Documents to which Borrower is a party
constitute, legal, valid and binding obligations of Borrower, enforceable
against Borrower in accordance with their respective terms;

     

    (b)          all
financial information delivered by Borrower to Lender fairly presents in all
material respects the financial position of Borrower as at the dates thereof and
the results of operations and cash flows of Borrower for each of the periods
then ended, subject, in the case of any such unaudited financial statements, to
changes resulting from audit and normal year-end adjustments and the absence of
footnotes;

     

    (c)           Borrower
has read and fully understands each of the terms and conditions of this
Agreement and is entering into this Agreement freely and voluntarily, without
duress, after having had an opportunity for consultation with independent
counsel of its own selection and not in reliance upon any representations,
warranties or agreements made by Lender and not set forth in this
Agreement;

     

    (d)          each
of the representations and warranties in the Loan Agreement, as updated by
Schedules thereto previously delivered to the Lender, and each of the other Loan
Documents (other than the representations and warranties contained in the first
sentence of Section 3(i) and the first sentence of Section 3(r) of the Loan
Agreement) remains true, complete and correct in all material respects as of the
date hereof (except to the extent such representations and warranties expressly
relate solely to an earlier date), provided, however,
that to the extent that the representations and warranties in Sections 3(n) and
3(o) of the Loan Agreement are not true, complete and correct in all material
respects as of the date hereof solely because Schedules 3(n) and 3(o) to the
Loan Agreement have not been updated, Borrower shall not be deemed to have
violated this Section 8(d) so long as Borrower delivers to the Lender updated
Schedules 3(n) and 3(o) that are true, complete and accurate in all material
respects by no later than May 6, 2010; and

     

    (e)           no
Default Event or Event of Default (other than the Identified Events of Default)
has occurred and is continuing and no Default Event or Event of Default shall
occur or result from the consummation of this Agreement and the transactions
contemplated hereby.

     

    9.           Conditions
Precedent.  The satisfaction
of each of the following shall constitute conditions precedent to the
effectiveness of Lender’s agreements hereunder:

     

    (a)           The
Cash Flow Projections, which, for the avoidance of doubt and without limitation
shall include any fees to be paid to the Junior Lender concurrently herewith or
hereafter, shall be in form and substance acceptable to the Lender;

     

    (b)           Lender
shall have received this Agreement fully executed by each of the parties
hereto;


    
      
         


      

      
        - 10
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    Exhibit 4.75

     

    (c)           Lender
shall have received a fully executed amendment agreement whereby Borrower and
Lender amend the Revolving Note to effectuate the amendment contemplated by the
terms of this Agreement;

     

    (d)           Lender
shall have received a fully executed amendment agreement whereby Borrower and
Lender amend the Term Note to effectuate the amendment contemplated by the terms
of this Agreement;

     

    (e)           Lender
shall have received a fully executed copy of the Junior Amendment in form and
substance satisfactory to the Lender;

     

    (f)           Lender
shall be paid an amendment fee equal to $250,000 (the “Amendment Fee”),
which shall be fully earned as of the date hereof, shall be deemed to be part of
the Obligations, shall not be refunded in whole or in part under any
circumstance and shall be paid to Lender by Borrower as follows: (i) $50,000 on
the date hereof and (ii) $25,000 per month on the first day of each month
beginning May 1, 2010 and ending December 1, 2010;

     

    (g)           Lender
shall have received payment in full of any costs and expenses (including,
without limitation, the fees of Choate Hall & Stewart LLP) incurred by the
Lender in connection with the Loan Documents and this Agreement;

     

    (h)           The
representations and warranties in this Agreement, the Loan Agreement, as updated
by Schedules thereto previously delivered to the Lender, and each of the other
Loan Documents (other than the representations and warranties contained in the
first sentence of Section 3(i) and the first sentence of Section 3(r) of the
Loan Agreement) shall be true and correct in all material respects on and as of
the date hereof, as though made on such date (except to the extent such
representations and warranties expressly relate solely to an earlier date),
subject to the qualifications described in Section 8(d) hereof;

     

    (i)           No
Default Event or Event of Default (other than the Identified Events of Default)
shall have occurred and be continuing on the date hereof, nor shall any Default
Event or Event of Default result from the consummation of the transactions
contemplated herein; and

     

    (j)           No
injunction, writ, restraining order, or other order of any nature prohibiting,
directly or indirectly, the consummation of the transactions contemplated herein
shall have been issued and remain in force by any court or other governmental
authority against Borrower, or Lender.

     

    The date
upon the last of the foregoing events shall have occurred shall be referred to
as the “Forbearance
and Amendment Agreement Effective Date.”

     

    10.           Control.  Borrower
acknowledges and agrees that Lender has not exerted any measure of control over
Borrower, its business or any property (real and/or personal) of Borrower, nor
does the business plan of Borrower relating to the agreements herein provide for
or contemplate any of the aforementioned measures of control.  As
such, Borrower acknowledges and agrees that Lender has not taken, nor does said
plan provide for or contemplate Lender taking, any action that would make Lender
an “insider” or a “joint venture partner” of Borrower.


    
      
         


      

      
        - 11
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    Exhibit 4.75

     

    11.           Business
Purpose; Compliance With Usury Laws.  Borrower
represents and warrants to Lender that the Loans are loans made to an entity
solely for business purposes.  All agreements between Borrower and
Lender are hereby expressly limited so that in no event whatsoever, whether by
reason of acceleration of maturity of the indebtedness evidenced by the Loan
Documents or otherwise, shall the amount paid or agreed to be paid to Lender for
the use or the forbearance of the indebtedness evidenced by the Loan Documents
exceed the maximum rate of interest permissible under applicable
law.  As used herein, the term "applicable law" shall
mean the law in effect as of the date hereof, provided, however, that in the
event there is a change in the law which results in a higher permissible rate of
interest, then such indebtedness shall be governed by such new law as of its
effective date.  In this regard, it is expressly agreed that it is the
intent of Borrower and Lender in the execution and delivery of this Agreement to
contract in strict compliance with the laws that are applicable to the Loans as
set forth in the Loan Documents from time to time in effect.  If,
under or from any circumstances whatsoever, fulfillment of any provision hereof
or of any of the Loan Documents at the time performance of such provision shall
be due, shall exceed the limits prescribed by such applicable law, then the
obligation to be fulfilled shall automatically be reduced to such applicable
limit, and if under or from any circumstances whatsoever Lender should ever
receive as interest an amount which would exceed the highest lawful rate, such
amount which would be excessive interest shall be applied to the reduction of
the principal balance evidenced hereby and not to the payment of
interest.

     

    12.           Assignment.  Borrower may not
assign, delegate or transfer this Agreement or any of its rights or obligations
hereunder any delegation, transfer or assignment in violation hereof shall be
null and void.  No rights are intended to be created under this
Agreement for the benefit of any third party donee, creditor or incidental
beneficiary of Borrower or any other person or entity other than
Lender.  Lender’s  ability to assign, sell or transfer all
of any part of this Agreement shall be governed by the Loan Agreement; provided
however, notwithstanding anything in the Loan Agreement to the contrary, there
shall be no limitations on the Lender’s right to assign its right, title and
interest in and to the Borrower Sale Fee or the Borrower Refinancing
Fee.  Borrower agrees hereby that, upon receiving notice information
for said assignee, Borrower shall deliver to said assignee any and all notices
and reports to said assignee that Borrower is required to provide to Lender
under the Loan Documents.

     

    13.           Entire
Agreement; Amendments and Waivers.  There are no
other understandings, express or implied, between Lender, Borrower or Guarantor
regarding the subject matter hereof.  This Agreement may not be
amended or modified, and no provision of this Agreement may be waived, orally
but only by a written agreement executed and approved in accordance with Section
7(c) of the Loan Agreement.

     

    14.           Choice of
Law.  The validity of
this Agreement, its construction, interpretation and enforcement, and the rights
of the parties hereunder, shall be determined under, governed by, and construed
in accordance with the laws of the Commonwealth of Massachusetts without regard
to conflicts of laws principles.

     

    15.           Construction.  This Agreement
constitutes a Loan Document.  Upon and after the Forbearance and
Amendment Agreement Effective Date, each reference in the Loan Agreement to
“this Agreement,” “hereunder,” “herein,” “hereof” or words of like import
referring to the Loan Agreement, and each reference in the other Loan Documents
to “the Loan Agreement,” “thereunder,” “therein,” “thereof,” or words of like
import referring to the Loan Agreement, shall mean and be a reference to the
Loan Agreement as amended hereby.


    
      
         


      

      
        - 12
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    Exhibit 4.75

     

    16.           Counterparts;
Delivery by Facsimile or Electronic Mail.  This Agreement
may be executed in any number of counterparts and by different parties in
separate counterparts, each of which when so executed and delivered, shall be
deemed an original, and all of which, when taken together, shall constitute one
and the same instrument.  Delivery of an executed counterpart of a
signature page to this Agreement by facsimile or electronic mail shall be as
effective as delivery of a manually executed counterpart of this
Agreement.  Any party delivering an executed counterpart of this
Agreement by facsimile or electronic mail also shall deliver a manually executed
counterpart of this Agreement but the failure to deliver a manually executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Agreement.

     

    [Signature
Pages Follow]


    
      
         


      

      
        - 13
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    Exhibit 4.75

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    BORROWER:

                                  	 
	 
      	 
	
                                    NATIONAL
      INVESTMENT MANAGERS, INC.

                                  	 
	 
      	 
      	 
	
                                    By:

                                  	
                                    /s/
      Steven J. Ross

                                  	 
	
                                    Name:
      Steven J. Ross

                                  	 
	
                                    Title:  CEO

                                  	 
	 
      	 
      	 
	
                                    LENDER:

                                  	 
	 
      	 
	
                                    RBS
      CITIZENS, NATIONAL ASSOCIATION

                                  	 
	 
      	 
      	 
	
                                    By:

                                  	
                                    /s/
      Robert Barnhard

                                  	 
	
                                    Name:  Robert
      Barnhard

                                  	 
	
                                    Title:  Senior
      Vice President

                                  	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit 4.75

     

    
      
        
          
            	
                    GUARANTORS:

                  	 
	 
      	 
	
                    ABR
      ADVISORS, INC.

                  	 
	
                    ALAN
      N. KANTER & ASSOCIATES, INC.

                  	 
	
                    ALASKA
      PENSION SERVICES, LTD.

                  	 
	
                    ASSET
      PRESERVATION CORP.

                  	 
	
                    BENEFIT
      DYNAMICS, INC.

                  	 
	
                    BENEFIT
      MANAGEMENT INC.

                  	 
	
                    BPI/PPA,
      INC.

                  	 
	
                    CALIFORNIA
      INVESTMENT ANNUITY SALES, INC.

                  	 
	
                    CIRCLE
      PENSION, INC.

                  	 
	
                    COMPLETE
      INVESTMENT  MANAGEMENT, INC.
      OF  PHILADELPHIA

                  	 
	
                    HADDON
      STRATEGIC ALLIANCES, INC.

                  	 
	
                    LAMORIELLO
      & CO., INC.

                  	 
	
                    NATIONAL
      ACTUARIAL PENSION  SERVICES, INC.

                  	 
	
                    NATIONAL
      ASSOCIATES, INC., N.W.

                  	 
	
                    PENSION
      ADMINISTRATION SERVICES,  INC.

                  	 
	
                    PENSION
      TECHNICAL SERVICES, INC.  (d/b/a REPTECH CORP.)

                  	 
	
                    PENTEC,
      INC.

                  	 
	
                    PENTEC
      CAPITAL MANAGEMENT, INC.

                  	 
	
                    SOUTHEASTERN
      PENSION SERVICES,  INC.

                  	 
	
                    STEPHEN
      H. ROSEN & ASSOCIATES, INC.

                  	 
	
                    THE
      PENSION ALLIANCE, INC.

                  	 
	
                    THE
      PENSION GROUP, INC.

                  	 
	
                    VEBA
      ADMINISTRATORS, INC.

                  	 
	
                    VALLEY
      FORGE ENTERPRISES, LTD.

                  	 
	
                    V.F.
      ASSOCIATES, INC.

                  	 
	
                    VF
      INVESTMENT SERVICES CORP.

                  	 
	
                    VALLEY
      FORGE ONSULTING
CORPORATION

                  	 


          

        

      

    

    


    
      
        
          
            
              
                	
                        By:

                      	
                        /s/
      Steven J. Ross

                      	 
	 
      	
                         Name: Steven J. Ross

                      	 
	 
      	
                         Title:  CEO