Exhibit
4.79

    


    AMENDMENT TO INTERCREDITOR
AND SUBORDINATION AGREEMENT

     

    This
Amendment to Intercreditor and Subordination Agreement (this “Amendment”) is made
as of the 26th day of April, 2010 by and among RBS CITIZENS, NATIONAL
ASSOCIATION (the “Senior Creditor”),
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”),
amends certain provisions of that certain Intercreditor and Subordination
Agreement, dated as of November 30, 2007 (as amended, restated, supplemented or
otherwise modified and in effect from time to time, the “Intercreditor
Agreement”), by and among, inter alios the Senior
Creditor, the Holders and the Collateral Agent.  Capitalized terms
used but not defined herein shall have the same meanings herein as in the
Intercreditor Agreement.

     

    WHEREAS, the Senior Creditor,
the Holders and the Collateral Agent have agreed to make certain modifications
to the Intercreditor Agreement on the terms and conditions set forth
herein;

    


    NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     

    1.           Amendments
to Intercreditor Agreement.

     

    (a)           Section
1 of the Intercreditor Agreement is hereby amended by deleting the definition of
the term “Excluded Senior Debt” contained therein and restating it in its
entirety as follows:

     

    “Excluded Senior
Debt.  Senior Debt consisting of (i) the principal amount of
the Senior Debt (inclusive of (A) the aggregate credit exposure associated with
services and transactions with respect to hedge agreements and (B) the amount of
all obligations in respect of cash management arrangements, including with
respect to automatic clearinghouse transactions and controlled disbursement
accounts) in excess of the Senior Debt Cap at such time, (ii) any default
interest on the Senior Debt in excess of 4%, (iii) any late charges or fees on
overdue amounts owing under the Senior Documents, (iv) any additional fees or
interest not existing under the Senior Documents as in effect immediately prior
to the effectiveness of the Eleventh Amendment to Loan Agreement, including,
without limitation, the Borrower Sale Fee and the Borrower Refinancing Fee (as
defined in the Eleventh Amendment to Loan Agreement), but expressly excluding,
for the avoidance of doubt, the Amendment Fee (as defined in the Eleventh
Amendment to Loan Agreement).”

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
4.79

    


    (b)           Section
1 of the Intercreditor Agreement is hereby amended by deleting the definition of
the term “Excluded Subordinated Debt” contained therein and restating it in its
entirety as follows:

     

    “Excluded Subordinated
Debt.  Subordinated Debt consisting of (i) the principal amount
of the Subordinated Debt (inclusive of (A) the aggregate credit exposure
associated with services and transactions with respect to hedge agreements and
(B) the amount of all obligations in respect of cash management arrangements,
including with respect to automatic clearinghouse transactions and controlled
disbursement accounts) in excess of the Subordinated Debt Cap at such time, (ii)
any default interest on the Subordinated Debt in excess of 3%, (iii) any late
charges or fees on overdue amounts owing under the Subordinated Documents or
(iv) any additional fees or interest not existing under the Subordinated
Documents as in effect immediately prior to the effectiveness of the Eighth
Amendment to Subordinated Agreement, including, without limitation, the Exit Fee
(as defined in the Woodside Fee Agreement), but expressly excluding, for the
avoidance of doubt the Modification Fee (as defined in the Woodside Fee
Agreement).”

     

    (c)           Section
1 of the Intercreditor Agreement is hereby amended by adding the following new
definitions to such Section in proper alphabetical order:

     

    “Eighth Amendment to
Subordinated Agreement.  That certain Amendment No. 8 to
Securities Purchase and Loan Agreement, dated as of April 26, 2010, by and among
the Collateral Agents, the Subordinating Creditors, the Company and the
guarantors party thereto.”

     

    “Eleventh Amendment to Loan
Agreement.  That certain Eleventh Amendment to Revolving Line
of Credit and Term Loan Agreement, dated as of April 26, 2010, by and among the
Senior Creditor, the Company and the guarantors party thereto.”

     

    “Woodside Fee
Agreement.  That certain letter agreement regarding fee
arrangements in connection with the Eighth Amendment to Subordinated Agreement,
dated as of April 26, 2010, by and among the Collateral Agent, the Subordinating
Creditors and the Company.”

     

    2.           Effectiveness
of this Amendment.  This Amendment shall become effective as of
the date first set forth above upon the receipt by the Senior Creditor and the
Collateral Agent of (i) a fully-executed copy of this Amendment executed by each
of the parties hereto, (ii) a fully-executed copy of the Eighth Amendment to
Subordinated Agreement, (iii) a fully-executed copy of the Eleventh Amendment to
Loan Agreement and (iv) a fully-executed copy of the Woodside Fee
Agreement.

     

    3.           Ratification
of Obligations.  Each of the Obligors, the Senior Creditor, the
Collateral Agent and each of the Holders hereby ratifies and confirms all of its
respective obligations under the Intercreditor Agreement.  Except as
otherwise expressly provided for in this Amendment, all of the terms and
conditions of the Intercreditor Agreement shall remain in full force and effect
without modification or waiver.

     

    4.           Authorization.  By
its signature below, each party executing this Amendment hereby represents and
warrants to the other parties hereto that such party is duly authorized to
execute, deliver and perform its respective obligations under this Amendment and
the Intercreditor Agreement, as amended hereby.

     

    
      
         


      

      
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    Exhibit
4.79

    


    5.           Entire
Agreement; Amendments and Waivers.  There are no other
understandings, express or implied, between the Senior Creditor, the Collateral
Agent or any of the Holders regarding the subject matter hereof.  This
Amendment may not be amended or modified, and no provision of this Amendment may
be waived, except in accordance with Section 17 of the Intercreditor
Agreement.

     

    6.           Choice of
Law.  The validity of this Amendment, 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.

     

    7.           Construction.  Upon
and after the effectiveness hereof, each reference in the Intercreditor
Agreement to “this Agreement,” “hereunder,” “herein,” “hereof” or words of like
import referring to the Intercreditor Agreement, shall mean and be a reference
to the Intercreditor Agreement as amended hereby.

     

    8.           Counterparts;
Delivery by Facsimile or Electronic Mail.  This Amendment 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 Amendment by facsimile or electronic mail shall be as effective as
delivery of a manually executed counterpart of this Amendment.  Any
party delivering an executed counterpart of this Amendment by facsimile or
electronic mail also shall deliver a manually executed counterpart of this
Amendment but the failure to deliver a manually executed counterpart shall not
affect the validity, enforceability, and binding effect of this
Amendment.

     

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    Exhibit
4.79

    


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

     

    
      	 
      	
              RBS
      CITIZENS, NATIONAL ASSOCIATION

            
	 
      	 
      
	 
      	
              By

            	
              :  /s/ Robert
      Barnhard

            
	 
      	
              Name:
      Robert Barnhard

            
	 
      	
              Title:
      Senior Vice President

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
4.79

    


    
      
        
          
            	
                    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
4.79

    


    Obligors’
Acknowledgement

    


    Each of the undersigned Obligors hereby
acknowledges the foregoing terms and provisions.  Each of the
undersigned Obligors further acknowledges that although it may sign this
Amendment it is not a party hereto and does not and will not receive any right,
benefit, priority or interest under or because of the existence of the foregoing
Amendment.

     

    
      	 
      	
              NATIONAL
      INVESTMENT MANAGERS, INC.

            
	 
      	 
      
	 
      	
              By

            	
              :  /s/ Steven J.
    Ross

            
	 
      	
              Name:
      Steven J. Ross

            
	 
      	
              Title:
      CEO

            


    

    


    [Additional signatures on following
page]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
4.79

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  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