Exhibit
4.80

    


    WOODSIDE
AGENCY SERVICES, LLC

    25 Mall
Road

    Burlington,
MA 01803

    


    April 26,
2010

    National
Investment Managers Inc.

    485 Metro
Place South, Suite 275

    Dublin,
OH 43017

    Attn:  Steven
J. Ross, Chief Executive Officer

    


    
      	
               
      

            	
              Re:

            	
              Fee Arrangements

            


    

     

    Ladies
and Gentlemen:

     

    We refer
to (a) that certain Securities Purchase and Loan Agreement, dated as of November
30, 2007 (as amended, modified, or supplemented from time to time, the “Securities Purchase
Agreement”), by and among, inter alios, Woodside Capital
Partners IV, LLC (“Woodside IV”),
Woodside Capital Partners IV QP, LLC (“Woodside IV QP”),
Woodside Capital Partners V, LLC, as assignee of Lehman Brothers Commercial Bank
(“Woodside V”),
Woodside Capital Partners V QP, LLC, as assignee of Lehman Brothers Commercial
Bank (“Woodside V
QP”, and together with Woodside V, the “Assignees”) (Woodside
IV, Woodside IV QP, Woodside V and Woodside V QP are collectively referred to
herein as the “Holders”), Woodside
Agency Services, LLC, as Collateral Agent, and National Investment Managers Inc.
(the “Company”); (b) that
certain Amendment No. 8 to Securities Purchase and Loan Agreement, dated as of
April 26, 2010 (the “Forbearance
Agreement”), by and among, inter alios, the Holders, the
Company and Woodside Agency Services, as Collateral Agent, (c) that certain Fee
Agreement, dated as of November 30, 2007 (the “Fee Agreement”) among
the Company and the Holders; (d) that certain Contingent Interest Payment
Agreement, dated as of November 30, 2007 (the “CIP Agreement”) among
the Company and the Holders; and (e) those certain Warrants (evidenced by
Warrant Certificate Numbers WC-1, WC-2, WC-3, WC-4, WC-5, WC-6, WC-7, WC-8 and
WC-9) issued to Woodside Capital Partners IV, Woodside Capital Partners IV QP,
and Lehman Brothers Commercial Bank on November 30, 2007 and subsequently
assigned by Lehman Brothers Commercial Bank to the
Assignees.  Capitalized terms used herein without definition shall
have the meanings assigned to such terms in the Securities Purchase
Agreement.

     

    Each
Holder hereby agrees that in consideration of the agreements set forth herein,
it shall, concurrently with the effectiveness hereof, (a) surrender each of the
Warrants held by it to the Company for cancellation and (b) relinquish its right
to receive its portion of the CIP Amount (as defined in the CIP Agreement) and
the Fee Amount (as defined in the Fee Agreement).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit 4.80

     

    In
consideration of the agreements set forth in the Forbearance Agreement, the
Company hereby agrees that it shall pay a modification fee (the “Modification Fee”) to
the Collateral Agent, for the pro rata account of each
Holder, in the amount of $250,000, which Modification Fee shall be fully-earned
as of the date hereof and shall be payable on the earliest of (a) the Maturity
Date, (b) any Capital Transaction and (c) any acceleration of the Notes by the
Holders.  The Modification Fee (x) shall constitute an additional
Obligation under the Securities Purchase Agreement, secured by the Collateral,
(y) shall accrue interest at 18% per annum, compounding monthly, with such
interest being due and payable at the same time as the Modification Fee becomes
due and payable and (z) shall otherwise be subject in all respects to the
repayment and prepayment provisions of Sections 3.1 and 3.2 of the Securities
Purchase Agreement.

     

    In
addition, in consideration of the agreements set forth in the Forbearance
Agreement and the surrender of the Warrants and the relinquishment of the CIP
Amount and Fee Amount as set forth above, the Company hereby agrees that it
shall also pay an exit fee (the “Exit Fee”) to the
Collateral Agent, for the pro
rata account of each Holder, which Exit Fee shall be deemed to constitute
an additional Obligation under the Securities Purchase Agreement, secured by the
Collateral, and shall be payable and calculated as follows:

     

    1.           The
Exit Fee shall become due and payable to the Collateral Agent, for the pro rata account of each
Holder, upon the earliest to occur of (A) the closing of any sale of the Company
(in any single transaction or series of related transactions) to a
non-affiliated third party or group of third-parties (a “Company Sale
Transaction”), (B) the repayment in full in cash of all of the
Obligations (other than contingent Obligations) under the Securities Purchase
Agreement (a “Repayment Event”) and
(C) the Maturity Date.

     

    2.           In
the event that a Company Sale Transaction shall be consummated prior to the
occurrence of a Repayment Event and the Maturity Date, then the Exit Fee shall
equal the sum of (a) $450,000 plus (b) an amount
equal to one and one-half percent (1.50%) of the excess of (i) the Gross Sale
Proceeds, over (ii) the aggregate amount of the Company’s outstanding
indebtedness (including the Obligations (as defined in the Senior Loan
Agreement) under the Senior Loan Agreement and the Obligations under the
Securities Purchase Agreement), calculated immediately prior to closing, less
the amount of the Borrower Sale Fee or the Borrower Refinancing Fee (as such
terms are defined in that certain Eleventh Amendment to Revolving Line of Credit
and Term Loan Agreement, dated as of even date herewith, among the Senior
Creditor, the Company and the guarantors party thereto), as applicable, and
shall be due and payable upon the consummation of such Company Sale
Transaction.  As used herein, “Gross Sale Proceeds”
means the gross purchase price being paid for the Company in connection with any
Company Sale Transaction, without reduction for any fees to be paid therefrom or
adjustments to be made thereto at or subsequent to closing of such Company Sale
Transaction.

     

    3.           In
the event that a Repayment Event or the Maturity Date shall occur prior to the
consummation of a Company Sale Transaction, then the Exit Fee shall equal
$450,000 and shall be due and payable upon the occurrence of such Repayment
Event or the Maturity Date, as applicable.


    
      
         


      

      
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    Exhibit 4.80

     

    4.           In
the event that a Company Sale Transaction shall occur within six (6) months
after the occurrence of a Repayment Event or the Maturity Date, and the Gross
Sale Proceeds from such Company Sale Transaction would have resulted in an Exit
Fee in an amount greater than $450,000 pursuant to the formula set forth in
paragraph 2 above, then the Company agrees that it shall pay the Collateral
Agent, for the pro rata
account of each Holder, an amount equal to the difference between such
greater Exit Fee amount and $450,000 (such difference being referred to herein
as the “Clawback
Amount”).  For the avoidance of doubt, the Clawback Amount, if
any, shall be due and payable upon the consummation of any Company Sale
Transaction within the six (6) month period following the occurrence of a
Repayment Event or the Maturity Date.

     

    The
Company agrees that it shall give each Holder at least five (5) days’ prior
written notice of a Repayment Event or of its intention to enter into any letter
of intent or other preliminary agreement in connection with a Company Sale
Transaction.  The Exit Fee shall be due and payable in accordance with
the terms hereof, and each Holder shall be entitled to its percentage of such
Exit Fee as set forth on Schedule 1
hereto.  For the avoidance of doubt, the parties hereto hereby agree
that this letter agreement shall supersede the Fee Agreement and the CIP
Agreement in all respects such that payment of the Exit Fee pursuant to the
terms hereof shall be deemed to satisfy all of the parties’ respective
obligations under the CIP Agreement and the Fee Agreement.

     

    In the
event that any portion of the Modification Fee or the Exit Fee is not paid as
required pursuant to the terms hereof, the Holders shall retain all of their
rights hereunder, as to such unpaid portion.  Interest on any unpaid
portion of the Exit Fee shall be payable on demand and shall accrue at the rate
of 18% per annum, compounded on a quarterly basis to the extent permitted by
law, from the day immediately following the day on which such Exit Fee becomes
due and payable until the date that such unpaid Exit Fee, and all interest
accrued thereon, has been paid in full in cash.

     

    The
Company hereby agrees that it shall not enter into any document, instrument or
agreement which would in any manner restrict the Company's ability to pay to the
Holders the Modification Fee and/or the Exit Fee when such fees become due
and payable.

     

    Any
notice pursuant to this Agreement to the Company or any Holder shall be in
writing and shall be deemed to have been duly given (a) if mailed by certified
or registered mail, postage prepaid, return receipt requested, when received,
(b) if by facsimile or other electronic transmission (including, without
limitation, electronic mail), when electronic confirmation of receipt is
received, and (c) if by overnight courier, when receipted for, in each case when
addressed to them at their respective addresses set forth above (or such other
address as any of them may designate by written notice to the others, in
accordance herewith).


    
      
         


      

      
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    Exhibit 4.80

     

    THE COMPANY HEREBY AGREES TO SUBMIT
TO THE EXCLUSIVE JURISDICTION OF THE COURTS IN AND OF THE COMMONWEALTH OF
MASSACHUSETTS OVER ANY SUIT, ACTION OR PROCEEDING EXISTING UNDER OR RELATING TO
THIS LETTER AGREEMENT, AND CONSENTS THAT SERVICE OF PROCESS WITH RESPECT TO ALL
COURTS IN AND OF THE COMMONWEALTH OF MASSACHUSETTS MAY BE MADE BY REGISTERED
MAIL TO IT AT ITS ADDRESS DETERMINED PURSUANT TO THE IMMEDIATELY PRECEDING
PARAGRAPH.

    


    THIS
LETTER AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS WHICH TOGETHER SHALL CONSTITUTE ONE
INSTRUMENT AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
DOMESTIC SUBSTANTIVE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT GIVING
EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE
APPLICATION OF THE DOMESTIC SUBSTANTIVE LAWS OF ANY OTHER STATE, AND SHALL BIND
AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS.

    


    THE COMPANY HEREBY WAIVES ITS RIGHT
TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE
IN CONNECTION WITH THIS LETTER AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR
THE PERFORMANCE OF ANY OF SUCH RIGHTS OR OBLIGATIONS.

    


    This
letter agreement is, as further described in Section 3.6 of the Securities
Purchase Agreement, secured by the Collateral pledged pursuant to the Security
Documents.  Each Holder is entitled to enforce the provisions of the
Securities Purchase Agreement and to enjoy the benefits thereof, and of the
Security Documents and other Financing Agreements, and may exercise the
respective remedies provided for hereby and thereby or otherwise available in
respect hereof and thereof, all in accordance with the respective terms
thereof.

    


    This
letter agreement shall constitute a Financing Agreement under the Securities
Purchase Agreement, and all obligations included in this letter agreement
(including, without limitation, all obligations for the payment of principal,
interest, fees, and other amounts and expenses) shall constitute Obligations and
be secured by the Collateral.

    


    This
letter agreement sets forth the entire understanding of the parties hereto with
respect to the matters set forth herein.  The rights and remedies
herein provided are cumulative and not exclusive of any remedies provided by law
or any other agreement.  The invalidity or unenforceability of any one
or more sections of this letter agreement shall not affect the validity or
enforceability of its remaining provisions.  Captions are for the ease
of reference only and shall not affect the meaning of the relevant
provisions.  The meanings of all defined terms used in this letter
agreement shall be equally applicable to the singular and plural forms of the
terms defined.


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    Exhibit 4.80

     

    This
letter agreement may be executed in any number of counterparts, and all such
counterparts shall together constitute but one instrument.  In making
proof of this letter agreement it shall not be necessary to produce or account
for more than one counterpart signed by each party hereto by and against which
enforcement hereof is sought.  Any signature delivered by a party by
facsimile transmission or other electronic method of transmission (including
without limitation in “PDF” format) shall be deemed to be an original signature
hereto.

     

    [Remainder
of page intentionally left blank]

     

    
      
        
        

      

      
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    Exhibit 4.80

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	Sincerely
      yours,
	 	 
	 
      	
                                WOODSIDE
      CAPITAL PARTNERS V, LLC

                              
	 	 
	 
      	
                                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

                              
	 	 
	 
      	
                                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 IV,
      LLC

                              
	 
      	 
      	 
      
	 
      	
                                By:
      Woodside Opportunity Partners, LLC, its Manager

                              
	 
      	
                                By:
      Woodside Capital Management, LLC, its Manager

                              
	 
      	 
      	 
      
	 
      	
                                By:

                              	
                                /s/
      Scott Schooley

                              
	 
      	
                                Name:
      Scott Schooley

                              
	 
      	
                                Title:
      Manager

                              


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

      

    Exhibit 4.80

     

    
      
        
          
            	 
      	
                    WOODSIDE
      CAPITAL PARTNERS IV QP, LLC

                  
	 
      	 
      	 
      
	 
      	
                    By: Woodside
      Opportunity Partners, 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 4.80

     

    Acknowledged
and Agreed:

    


    
      
        
          
            
              	
                      NATIONAL
      INVESTMENT MANAGERS INC.

                    	 
	 
      	 
	
                      By:

                    	
                      /s/ Steven J. Ross

                    	 
	 
      	
                      Name:
      Steven J. Ross

                    	 
	 
      	
                      Title:
      CEO

                    	 


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit 4.80

     

    Schedule
1

    


    Payment
Amount Percentages

    


    
      
        
          	
                  Holder

                	 	
                  Percentage

                
	 
      	 	 
      
	
                  Woodside
      Capital Partners IV, LLC

                	 	
                  22.73%

                
	 
      	 	 
      
	
                  Woodside
      Capital Partners IV QP, LLC

                	 	
                  27.27%

                
	 
      	 	 
      
	
                  Woodside
      Capital Partners V, LLC

                	 	
                  23.83%

                
	 
      	 	 
      
	
                  Woodside
      Capital Partners V QP, LLC

                	 	
                  26.17%