Exhibit
4.78

    


    AMENDMENT NO. 8
TO

    SECURITIES PURCHASE AND LOAN
AGREEMENT

     

    This
Amendment No. 8 to Securities Purchase and Loan Agreement (this “Agreement”) is made
as of the 26th day of April, 2010 by and among NATIONAL INVESTMENT MANAGERS
INC., a Florida corporation (the “Company”), each of
the guarantors identified as such on the signature pages hereto (each a “Guarantor,” and
collectively, the “Guarantors”),
WOODSIDE CAPITAL PARTNERS IV, LLC (“Woodside IV”),
WOODSIDE CAPITAL PARTNERS IV QP, LLC (“Woodside IV QP”),
WOODSIDE CAPITAL PARTNERS V, LLC, as assignee of Woodlands Commercial Bank
(f/k/a Lehman Brothers Commercial Bank) (“Woodside V”),
WOODSIDE CAPITAL PARTNERS V QP, LLC, as assignee of Woodlands Commercial Bank
(f/k/a Lehman Brother Commercial Bank) (“Woodside V QP”, and
together with Woodside IV, Woodside IV QP, and Woodside V, the “Holders”) and
WOODSIDE AGENCY SERVICES, LLC as collateral agent for the Holders (the “Collateral
Agent”).

     

    RECITALS

     

    WHEREAS, the Company, the
Holders and the Collateral Agent are parties to that certain Securities Purchase
and Loan Agreement, dated November 30, 2007 (as amended, restated, supplemented
or otherwise modified from time to time, the “Securities Purchase
Agreement”).  Capitalized terms used but not defined herein
shall have the same meanings herein as in the Securities Purchase
Agreement.

     

    WHEREAS, the following Events
of Default (collectively, the “Identified Events of
Default”) have occurred and are continuing as of the date hereof or may
occur:

     

    (i)           The
Company has failed to comply with the Minimum EBITDA covenant set forth on
Schedule 7.6 to the Securities Purchase Agreement for the periods ending
September 30, 2009 and December 31, 2009;

     

    (ii)          The
Company has failed to comply with the Maximum Leverage Ratio covenant set forth
on Schedule 7.6 to the Securities Purchase Agreement for the periods ending
September 30, 2009 and December 31, 2009;

     

    (iii)         The
Company has failed to comply with the Fixed Charge Coverage Ratio covenant set
forth on Schedule 7.6 to the Securities Purchase Agreement for the periods
ending September 30, 2009 and December 31, 2009;

     

    (iv)         The
Company has failed to comply with Section 10.1(f) of the Securities Purchase
Agreement due to the occurrence of certain “Events of Default” under the Senior
Loan Agreement and the other Senior Documents; and

     

    (v)          The
Company anticipates that one or more Events of Default may occur during the
Forbearance Period (as defined below) with respect to the various covenants set
forth on Schedule 7.6 to the Securities Purchase Agreement and under Section
10.1(f) of the Securities Purchase Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Exhibit 4.78

     

    WHEREAS, in consideration of
the Holders entering into this Agreement and providing the accommodations to the
Company set forth herein and in consideration of the additional risk undertaken
by the Holders in so doing, the Company has, having considered the alternatives,
elected and agreed to enter into this Agreement, under which the Company desires
that the Holders forbear from exercising their respective rights and remedies in
respect of the Identified Events of Default under the Securities Purchase
Agreement, the other Financing Agreements and applicable law during the
Forbearance Period (as defined below), and amend the Securities Purchase
Agreement in order to accommodate such request;

     

    WHEREAS, the Holders are
willing, subject to the terms and conditions set forth herein (including,
without limitation, the satisfaction of all covenants and agreements by the
Company set forth herein and in the Financing Agreements, as applicable), to
forbear from exercising their rights and remedies under the Financing Agreements
and applicable law in respect of the Identified Events of Default and amend the
Securities Purchase Agreement in connection therewith, but only as and to the
extent provided herein; and

     

    WHEREAS, each of the Financing
Agreements is 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 Financing Agreements 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 and Anticipated Events of Default.  The
Company acknowledges and agrees that the Identified Events of Default have
occurred or may occur under the Securities Purchase Agreement and that the
Holders are entitled to exercise their respective rights and remedies with
respect to such Identified Events of Default under the Financing Agreements and
applicable law.  The Company further acknowledges and agrees that the
Holders have no obligation:  (i) to forbear from the exercise of their
respective rights and remedies, except as specifically set forth herein, or (ii)
to make additional loans or advance any funds to the Company under the Financing
Agreements or applicable law.  The Company further acknowledges and
agrees that the fact that the Holders have not elected to take any of the
actions described in the Financing Agreements is not a waiver of the Holders’
respective rights to do so at any time in the future, except as specifically
provided herein.

     

    2.           Confirmation
of Indebtedness; Ratification of Loan Documents.

     

    (a)           The
Company hereby agrees and acknowledges that:

     

    (i)           as
of the date hereof, the Company is indebted to the Holders for
(a) indebtedness to the Holders in connection with the Financing Agreements
in an aggregate outstanding principal amount equal to $13,188,405.25, plus
accrued and unpaid interest thereon, as provided in the Financing Agreements;
and (b) for all accrued and unpaid fees and expenses of the Collateral
Agent and the Holders (including, but not limited to, reasonable fees and
disbursements of counsel to the Collateral Agent) and all other Obligations
under the Financing Agreements (including, without limitation, any amounts the
Company is obligated to pay the Holders or the Collateral Agent, for the pro rata account of each
Holder, pursuant to the terms of this Agreement;


    
      
         


      

      
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    Exhibit 4.78

     

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

     

    (iii)         the
Company remains obligated to pay all principal, interest, fees and other amounts
owing to the Collateral Agent and the Holders under and in respect of the
Financing Agreements when due and payable in accordance with the terms thereof;
and

     

    (iv)         the
liens and security interests granted in favor of the Collateral Agent for the
benefit of the Holders under the terms of the Financing Agreements secure
payment of the Obligations and all other obligations under the Financing
Agreements, are perfected, effective, enforceable and valid and that such liens
and security interests are, in each case, junior only to the Senior Liens (as
defined in the Intercreditor Agreement) pursuant to the terms of the
Intercreditor Agreement, except to the extent otherwise expressly permitted by
the Securities Purchase Agreement or the other Financing
Agreements.

     

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

     

    (c)           Without
limiting any other provision of this Agreement, the Company acknowledges and
agrees that the Holders are entering into this Agreement in reliance upon, among
all other agreements and representations of the Company, including, without
limitation, those agreements and representations of the Company set forth in the
Financing Agreements, the agreements, acknowledgements, ratifications and
provisions set forth in this Section 2.


    
      
         


      

      
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    Exhibit 4.78

     

    3.           No
Present Claims; Release.  The Company and each Guarantor
acknowledges and agrees that: (a) it does not have any claim or cause of
action against the Collateral Agent or any of the Holders (or any of their
respective 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 Collateral
Agent and the Holders have heretofore properly performed and satisfied in a
timely manner all of their respective obligations and commitments to the
Company.  The Collateral Agent and the Holders wish (and the Company
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 Collateral
Agent, on behalf of the Holders, or the Holders.  For and in
consideration of the agreements contained in this Agreement and other good and
valuable consideration, the Company and each Guarantor unconditionally and
irrevocably releases, waives and forever discharges the Collateral Agent and the
Holders, together with their respective 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 Company 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 Company 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.

     

    4.           Forbearance
by Holders.

     

    (a)           The
Company acknowledges and agrees that the Identified Events of Default have
occurred and are continuing, and further acknowledges and agrees that the
Holders have the right to immediately commence enforcement of their respective
rights and remedies under the Financing Agreements and applicable law as a
result thereof.  In consideration of the Company’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 Holders shall forbear from
enforcing their respective rights and remedies under the Financing Agreements
and applicable law as a result of the Identified Events of Default until the
earliest of:  (i) 4:00 pm (Boston time) on January 31, 2011, (ii) the
date of the occurrence of any Default or Event of Default (other than the
Identified Events of Default) under the Securities Purchase Agreement or any
other Financing Agreement, (iii) the date of the occurrence of any breach by the
Company 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 Company, any Guarantor, or any affiliate of the
Company or any Guarantor, or any person or entity claiming by or through either
the Company or any Guarantor joins in, assists, cooperates or participates as an
adverse party or adverse witness in any suit or other proceeding against the
Collateral Agent or any of the Holders, or any their respective affiliates,
relating to the Obligations or any of the transactions contemplated by the
Securities Purchase Agreement, the other Financing Agreements, 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 Company agrees that nothing contained in this
Agreement or the fact that the Holders may, in their sole discretion, make
advances or other financial accommodations to the Company during the Forbearance
Period, shall constitute a waiver of the Identified Events of Default or of any
other Defaults or Events of Default, whether now existing or hereafter arising
under the Financing Agreements.


    
      
         


      

      
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    Exhibit 4.78

     

    (b)           The
Company hereby acknowledges and agrees that notwithstanding the forbearance
granted by the Holders pursuant to clause (a) immediately above, the unpaid
principal amount of the Notes is currently accruing interest at the default rate
of 18% per annum pursuant to Section 3.5 of the Securities Purchase Agreement
(as amended hereby) and shall continue to accrue interest at such default rate
until the earlier of (i) the date on which all Events of Default (including,
without limitation, the Identified Events of Default) shall have been cured by
the Company or waived by the Holders and (ii) the date on which all of the
Obligations shall have been repaid in full in cash.

     

    (c)           The
Company acknowledges and agrees that upon the occurrence of the Forbearance
Termination Date, the Holders shall have the right to immediately commence
enforcement of their respective rights and remedies under the Financing
Agreements and applicable law in respect of all then existing Defaults and
Events of Default, including the Identified Events of Default.

     

    5.           Amendments
to Securities Purchase Agreement.

     

    (a)           Section
3.5(b) of the Securities Purchase Agreement is hereby amended by deleting and
restating such Section in its entirety as follows:

     

    “(b)        Upon
the occurrence and during the continuance of any Event of Default the Notes
shall bear interest at a rate equal to eighteen percent (18%) per annum, of which (A)
six percent (6%) per annum shall be due and payable, in cash, (x) monthly on the
first day of each calendar month (commencing on the first such date following
the occurrence of such Event of Default) in arrears and (y) on the date of any
repayment or prepayment of the Notes (with respect to the portion of such Notes
so repaid or prepaid) and (B) the remaining twelve percent (12%) shall be
compounded monthly by adding the amount of such interest to the principal amount
of the Notes and shall be due and payable, in cash, at the Maturity Date and on
the date of any repayment or prepayment of the Notes (with respect to the
portion of such Notes so repaid or prepaid).”

     

    6.           Terms of
Forbearance.

     

    (a)           Cash Flow Projections;
Performance.

     

    (i)           A
weekly cash flow projection for the Company 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 Subordinated Closing Debt) (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 the Holders
have been provided to the Holders.  The Cash Flow Projections shall
incorporate, among other things, all payments to be made on account of Seller
Subordinated Closing Debt.  The Company represents to the Collateral
Agent and the Holders that the Cash Flow Projections have been, and any updates
thereto will be, prepared jointly by the Company and CMAG (as defined below) in
good faith and that the Company believes that the Cash Flow Projections, and any
updates thereto, represent a reasonable estimate based on the information
available to the Company as of the date of this Agreement;


    
      
         


      

      
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    Exhibit 4.78

     

    (ii)          During
the Forbearance Period, the Company shall provide to the Holders 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 Holders, 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 Holders; (C) an updated, rolling monthly
cash flow projection through January 2, 2011 in form and substance reasonably
satisfactory to the Holders, which shall be deemed to update the 2010 Cash Flow
Projection;

     

    (iii)         At
no time during the Forbearance Period shall (a) the Company’s total actual cash
receipts be less than the lesser of (1) 80% of the total cash receipts projected
for such period in the 13 Week Cash Flow Projection (as updated each Wednesday
with the Holders’ consent) and (2) 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) the Company’s total actual expenditures (excluding costs
associated with this Agreement, such as legal fees and expenses of the Company,
the Holders and the Senior Creditor, and other non-recurring items, as well as
any expenditures specifically excluded with the consent of the Holders) exceed
110% of the total expenditures projected for such period in the 13 Week Cash
Flow Projection (as updated each Wednesday with the Holders’ 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, the Company’s President, Chief Financial Officer, Chief
Executive Officer and CMAG each shall execute the monthly financial statements
required by Section 9.3 of the Securities Purchase Agreement and the officers’
certificates required by Section 9.5 of the Securities Purchase Agreement, each
modified as appropriate to take into account the provisions of this
Agreement.  Such monthly financial statements and officers’
certificates shall, among other things, attest to the accuracy of the Cash Flow
Projections and represent that, except as contemplated by the Cash Flow
Projections, the Company made no payments on account of Seller Subordinated
Closing Debt during the relevant period.

     

    (v)         Without
limiting any other provision of this Agreement, the Company shall continue to
deliver all of the financial information to the Holders required by Sections
9.1, 9.2, 9.3 and 9.4 of the Securities Purchase Agreement;


    
      
         


      

      
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    Exhibit 4.78

     

    (b)           Engagement of Carl
Marks.  The Company has engaged Carl Marks Advisory Group LLC
(“CMAG”) as its
financial advisor on terms and conditions that are acceptable to the Holders and
reflected in that certain engagement letter between the Company and CMAG dated
as of March 22, 2010.  The Company shall not terminate or materially
modify the terms and conditions of such engagement without the Holders’ consent,
which consent shall not be unreasonably withheld.  Furthermore, in the
event that the Company shall, with the consent of the Holders, terminate the
CMAG engagement, or CMAG shall resign or otherwise unilaterally initiate a
termination of its engagement by the Company, the Company shall engage a
replacement financial advisor reasonably acceptable to the Holders, on terms and
conditions reasonably acceptable to the Holders, 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
the Company in exploring, evaluating and implementing one or more strategic
alternatives for the recapitalization of the Company (the “Recapitalization
Initiative”), including refinancing its current debt, raising equity
capital and/or potentially selling the Company to a third party.  In
the event that, in the Holders’ reasonable judgment, the Company has not made
satisfactory progress regarding a reasonably satisfactory Recapitalization
Initiative by July 15, 2010 or any date thereafter through the Forbearance
Termination Date, then the Holders may terminate the forbearance agreements
under this Agreement, provided that the Holders give written notice of such
termination to the Company at least ten (10) business days prior to such
termination.

     

    (d)           KERPs.  On
or prior to the date that is three (3) weeks after the Effective Date, the
Company and CMAG will jointly develop and propose key employee retention plans
(collectively, the “KERPs”), in form and
substance reasonably satisfactory to the Holders.

     

    (e)           Minimum Availability under
Senior Loan Agreement.  At no time during the Forbearance
Period will the Company permit the sum of (i) the excess of the Maximum
Revolving Credit over the Aggregate Revolving Advances (as such terms are
defined in the Senior Loan Agreement) plus (ii) the Company’s cash balance, as
determined by reference to the amount of cash held in the Company’s accounts at
Citizens Bank with the account numbers 1311-168238 and 1311-168246, to be less
than $500,000.

     

    (f)           Seller Financing
Payments.  During the Forbearance Period, the Company
represents and agrees that it shall make no payments on account of Seller
Subordinated Closing Debt other than those set forth in the Cash Flow
Projections, without the express written consent of the Holders.

     

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


    
      
         


      

      
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    Exhibit 4.78

     

    7.           Remedies
Following Termination Event.

     

    (a)           On
and after the occurrence of a Termination Event, upon written notice to the
Company, and in each case without any further demand, presentment, notice and/or
other action of any nature by any of the Holders (all of which are hereby
expressly waived by the Company), and without limiting any other remedy
available to any of the Holders under any other agreement, document or
instrument or under applicable law, the Forbearance Period shall terminate, the
Holders shall be immediately and permanently relieved of their forbearance
obligations set forth in this Agreement, and (a) at the Holders’ option, upon
written notice to the Company, the Holders may accelerate the obligations due
under the Financing Agreements and declare the full amount of such obligations
to be immediately due and payable (without further notice or demand), and
(b) the Holders may proceed to enforce their respective rights under and in
respect of the Financing Agreements and applicable law, which rights and
remedies are expressly reserved.  The failure (or delay) of any Holder
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 such Holder in any
manner.

     

    (b)           Without
limiting the generality of the foregoing, and notwithstanding anything to the
contrary in this Agreement, the Company expressly agrees that, at any time after
seven (7) business days following written notice by the Holders to the Company
of the occurrence of a Termination Event (the “Notice Period”), the
Holders 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 Company fails by the end of the Notice Period to
initiate a legal proceeding to halt the appointment of a receiver, the Company
will be deemed to have irrevocably consented to and waived any right to object
to or otherwise contest the appointment of a receiver, trustee or similar
official, and will be deemed to have (i) granted such waiver and consented
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 Holders in connection
with the enforcement of the Holders’ rights and remedies hereunder and under the
Financing Agreements, and (B) the availability of such remedies under the
foregoing circumstances was a material factor in inducing the Holders to enter
into this Agreement; and (iii) in furtherance of the Holders’ 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 Holders in connection
with the assumption and exercise of control by the receiver, trustee or similar
official over all or any portion of the Collateral.

     

    8.           Representations
and Warranties.  The Company hereby
represents and warrants to the Holders that:

     

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


    
      
         


      

      
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    Exhibit 4.78

     

    (b)           all
financial information delivered by the Company to the Collateral Agent, for the
benefit of the Holders, or the Holders fairly presents in all material respects
the financial position of the Company as at the dates thereof and the results of
operations and cash flows of the Company 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)           the
Company 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 the Collateral Agent or the Holders and not set
forth in this Agreement;

     

    (d)           each
of the representations and warranties in the Securities Purchase
Agreement (as amended hereby), as updated by Schedules thereto previously
delivered to the Holders, and each of the other Financing Agreements (other
than the representations and warranties set forth in Sections 4.5 and 4.8
of the Securities Purchase Agreement) remain 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 set forth in Sections 4.22, and
4.23 of the Securities Purchase Agreement are not true, complete and correct in
all material respects as of the date hereof solely because
Schedules 4.22 and 4.23 of the Securities Purchase Agreement have not been
updated, the Company shall not be deemed to have violated this Section 8(d) so long
as the Company delivers to the Holders updated Schedules 4.22 and 4.23 that
are true, complete and accurate in all material respects by no later than May 6,
2010; and

     

    (e)           no
Default or Event of Default (other than the Identified Events of Default) has
occurred and is continuing and no Default 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 this
Agreement:

     

    (a)           The
Cash Flow Projections, which, for the avoidance of doubt and without limitation
shall include any fees to be paid to the Senior Creditor concurrently herewith
or hereafter, shall be in form and substance satisfactory to the
Holders.

     

    (b)           The
Holders shall have received this Agreement fully executed by each of the parties
hereto.

     

    (c)           The
Holders shall have received a copy of that certain Eleventh Amendment to
Revolving Line of Credit and Term Loan Agreement, by and among the Company,
Guarantors and the Senior Creditor, in form and substance satisfactory to the
Holders, executed by each of the parties thereto.

     

    (d)           The
Holders shall have received a copy of the Fee Agreement fully executed by each
of the parties thereto.  The “Fee Agreement” means
that certain letter agreement, dated as of even date herewith, pursuant to which
the Holders surrendered certain warrants to the Company and forfeited their
rights to certain conditional interest payments and other existing fee
obligations of the Company in exchange for new fees in connection
herewith.


    
      
         


      

      
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    Exhibit 4.78

     

    (e)           The
Collateral Agent shall have received payment in full of any costs and expenses
(including, without limitation, the fees of Morgan, Lewis & Bockius LLP, its
legal counsel) incurred by the Collateral Agent in connection with the Financing
Agreements and this Agreement;

     

    (f)           The
representations and warranties set forth in this Agreement, the Securities
Purchase Agreement, as updated by Schedules thereto previously delivered to the
Lender, and each of the other Financing Agreements (other than the
representations and warranties set forth in Sections 4.5 and 4.8 of the
Securities Purchase 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;

     

    (g)           No
Default 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 or
Event of Default result from the consummation of the transactions contemplated
herein; and

     

    (h)           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 the Company, the Collateral Agent or any Holder.

     

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

     

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

     

    11.           Business
Purpose; Compliance With Usury Laws.  The Company represents
and warrants to the Holders that the extensions of credit made under the
Securities Purchase Agreement (the “Loans”) are made
solely for business purposes.  All agreements between the Company, the
Collateral Agent and the Holders are hereby expressly limited so that in no
event whatsoever, whether by reason of acceleration of maturity of the
indebtedness evidenced by the Financing Agreements or otherwise, shall the
amount paid or agreed to be paid to the Holders for the use or the forbearance
of the indebtedness evidenced by the Financing Agreements 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 the Company, the Collateral Agent and each of the Holders 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 Financing
Agreements from time to time in effect.  If, under or from any
circumstances whatsoever, fulfillment of any provision hereof or of any of the
Financing Agreements 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 any of the Holders 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.


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    

     

    Exhibit 4.78

     

    12.           Assignment.  The
Company 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 the Company or any other person or entity other than
the Holders.  Each Holder’s ability to assign, sell or transfer all of
any part of this Agreement shall be governed by the Securities Purchase
Agreement; provided, however,
notwithstanding anything in the Securities Purchase Agreement to the contrary,
there shall be no limitations on any Holder’s right to assign its right, title
and interest in and to the Exit Fee (as defined in the Fee Agreement).  The Company
hereby agrees that, upon receiving notice information for said assignee, the
Company shall deliver to said assignee any and all notices and reports to said
assignee that the Company is required to provide to the Collateral Agent or the
Holders under the Financing Agreements.

     

    13.           Entire
Agreement; Amendments and Waivers.  There are no other
understandings, express or implied, between the Collateral Agent, the Holders,
the Company 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 19 of the Securities Purchase 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 Financing Agreement.  Upon and after the
Effective Date, each reference in the Securities Purchase Agreement to “this
Agreement,” “hereunder,” “herein,” “hereof” or words of like import referring to
the Securities Purchase Agreement, and each reference in the other Financing
Agreements to “the Securities Purchase Agreement,” “thereunder,” “therein,”
“thereof,” or words of like import referring to the Securities Purchase
Agreement, shall mean and be a reference to the Securities Purchase Agreement as
amended hereby.


    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    

     

    Exhibit 4.78

     

    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]


    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    

     

    Exhibit 4.78

     

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

    


     

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	NATIONAL INVESTMENT MANAGERS,
      INC.
	 	 	 
	
                                  By:

                                	
                                  /s/ Steven J. Ross

                                	 
	
                                  Name:
      Steven J. Ross

                                	 
	
                                  Title:
      CEO

                                	 


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Exhibit 4.78

     

    
      
        
          
            
              
                
                  
                    
                      	
                              WOODSIDE CAPITAL PARTNERS IV,
      LLC, as a Holder

                            
	 
      	 
      	 
      	 
	 
      	
                              By:

                            	
                              Woodside
      Opportunity Partners, LLC, its Manager

                            
	 
      	
                              By:

                            	
                              Woodside
      Capital Management, LLC, its Manager

                            
	 
      	 
      	 
      	 
	 
      	
                              By:

                            	
                              /s/ Scott Schooley

                            	 
	 
      	 
      	
                              Name:
      Scott Schooley

                            	 
	 
      	 
      	
                              Title:
      Manager

                            	 


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              WOODSIDE CAPITAL PARTNERS IV
      QP, LLC, as a Holder

                            
	 
      	 
      	 
      	 
	 
      	
                              By:

                            	
                              Woodside
      Opportunity Partners, LLC, its Manager

                            
	 
      	
                              By:

                            	
                              Woodside
      Capital Management, LLC, its Manager

                            
	 
      	 
      	 
      	 
	 
      	
                              By:

                            	
                              /s/ Scott Schooley

                            	 
	 
      	 
      	
                              Name:
      Scott Schooley

                            	 
	 
      	 
      	
                              Title:
      Manager

                            	 


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              WOODSIDE CAPITAL PARTNERS V,
      LLC, as a Holder

                            
	 
      	 
      	 
      	 
	 
      	
                              By:

                            	
                              Woodside
      Opportunity Partners II, LLC, its Manager

                            
	 
      	
                              By:

                            	
                              Woodside
      Capital Management, LLC, its Manager

                            
	 
      	 
      	 
      	 
	 
      	
                              By:

                            	
                              /s/ Scott Schooley

                            	 
	 
      	 
      	
                              Name:
      Scott Schooley

                            	 
	 
      	 
      	
                              Title:
      Manager

                            	 


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              WOODSIDE CAPITAL PARTNERS V QP,
      LLC, as a Holder

                            
	 
      	 
      	 
      	 
	 
      	
                              By:

                            	
                              Woodside
      Opportunity Partners II, LLC, its Manager

                            
	 
      	
                              By:

                            	
                              Woodside
      Capital Management, LLC, its Manager

                            
	 
      	 
      	 
      	 
	 
      	
                              By:

                            	
                              /s/ Scott Schooley

                            	 
	 
      	 
      	
                              Name:
      Scott Schooley

                            	 
	 
      	 
      	
                              Title:
      Manager

                            	 


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              WOODSIDE AGENCY SERVICES,
      LLC, as Collateral Agent

                            
	 
      	 
      	 
      	 
	 
      	
                              By:

                            	
                              Woodside
      Capital Management, LLC, its Manager

                            
	 
      	 
      	 
      	 
	 
      	
                              By:

                            	
                              /s/
      Scott Schooley

                            	 
	 
      	 
      	
                              Name:
      Scott Schooley

                            	 
	 
      	 
      	
                              Title:
      Manager

                            	 


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Exhibit 4.78

     

    Guarantors’
Acknowledgement

    


    Each of the undersigned Guarantors
hereby (a) acknowledges and consents to the foregoing Agreement and the
Company’s execution thereof; (b) joins the foregoing Agreement; (c) ratifies and
confirms all of their respective obligations and liabilities under the Financing
Agreements to which any of them is a party and ratifies and confirms that such
obligations and liabilities extend to and continue in effect with respect to,
and continue to guarantee and secure, as applicable, the Obligations under the
Securities Purchase Agreement and other Financing Agreements; (d) acknowledges
and confirms that the liens and security interests granted pursuant to the
Security Documents are and continue to be valid and perfected liens and security
interests, junior in priority only to the liens and security interests of the
Senior Creditor pursuant to the Intercreditor Agreement, that secure all of the
Obligations on and after the date hereof; and (e) acknowledges, affirms and
agrees that, as of the date hereof, such Guarantor does not have any defense,
claim, cause of action, counterclaim, offset or right of recoupment of any kind
or nature against any of their respective obligations, indebtedness or
liabilities to the Collateral Agent or any Holder.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit 4.78

       

      
        	
                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 CONSULTING CORPORATION

              	 
      


      

    

    


    
      
        
          
            	
                    By:

                  	
                    /s/ Steven J. Ross

                  	 
	 
      	
                    Name: Steven J. Ross

                  	 
	 
      	
                    Title:  CEO