Exhibit
4.81

    


    WOODSIDE
AGENCY SERVICES, LLC

    25 Mall
Road

    Burlington,
MA 01803

    


    April 26,
2010

    RBS
Citizens, National Association

    28 State
Street

    Boston,
MA  02109

    Attn:  Robert
Barnhard

    


    National
Investment Managers Inc.

    485 Metro
Place South, Suite 275

    Dublin,
OH 43017

    Attn:  Steven
J. Ross

    


    
      	
               
      

            	
              Re:

            	
              Repayment
      of Short-Term
      Working Capital and Participation
  Arrangements

            


    

     

    Ladies
and Gentlemen:

     

    We refer
to (a) that certain Revolving Line of Credit and Term Loan Agreement, dated as
of November 30, 2007 (as amended by that certain Eleventh Amendment to Revolving
Line of Credit and Term Loan Agreement, dated as of even date herewith (the
“Eleventh
Amendment”), and as may be further amended, restated or otherwise
modified and in effect from time to time, the “Loan Agreement”), by
and among RBS Citizens, National Association (“RBS”), National
Investment Managers Inc. (the “Company”) and the
guarantors party thereto, and (b) that certain letter agreement, dated as of
April 12, 2010 (the “Working Capital Loan
Letter”), by and among Woodside Capital Partners IV, LLC (“Woodside IV”),
Woodside Capital Partners IV QP, LLC (“Woodside IV QP”),
Woodside Capital Partners V, LLC (“Woodside V”),
Woodside Capital Partners V QP, LLC (“Woodside V QP”, and
together with Woodside IV, Woodside IV QP and Woodside V, collectively, the
“Holders”),
Woodside Agency Services, LLC, as Collateral Agent, the Company and the
guarantors party thereto, pursuant to which the Holders made a short-term
working capital loan to the Company in the original principal amount of $500,000
(the “Working Capital
Loan”).  Capitalized terms used herein without definition shall
have the meanings assigned to such terms in the Loan Agreement.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
4.81

    


    The
Company hereby requests, and RBS hereby agrees to fund, a Revolving Advance in
the amount of $507,333.33, which Revolving Advance shall accrue interest at the
Prime Rate plus six hundred (600) Basis Points pursuant to Section 2(a)(v) of
the Loan Agreement.  For the avoidance of doubt, RBS hereby agrees
that it shall fund the Revolving Advance pursuant to this letter agreement (this
“Agreement”)
irrespective of the Company’s ability to satisfy the conditions set forth in
Section 4 of the Loan Agreement; provided, however, that to the
extent that the funding of such Revolving Advance would cause the Aggregate
Revolving Advances to exceed the amount of the Maximum Revolving Credit (as in
effect immediately prior to the effectiveness of the Eleventh Amendment), then
that portion of such Revolving Advance exceeding the Maximum Revolving Credit
(as in effect immediate prior to the effectiveness of the Eleventh Amendment)
shall be funded at such time as the increase in the Maximum Revolving Credit
contemplated by the Eleventh Amendment has been fully-effectuated.

     

    The
Company hereby directs RBS to make payment of the Revolving Advance described in
the foregoing paragraph for the benefit of the Holders, and RBS agrees to fund
such Revolving Advance, subject to the terms of the following paragraph, to the
Collateral Agent, for the pro
rata account of each Holder, in indefeasible repayment, in full in cash,
of the Company’s obligations to the Holders in respect of the Working Capital
Loan.  The parties hereto hereby acknowledge and agree that as of the
date hereof, the outstanding principal amount of the Working Capital Loan,
together with all fees and accrued and unpaid interest, is
$507,333.33.

     

    The
Holders hereby agree that contemporaneously with the funding of the Revolving
Advance described herein, they shall apply $500,000 of such Revolving Advance to
purchase a participation interest (the “Woodside Participation
Interest”) under and in respect of the Revolving Loan, pursuant to the
terms and conditions set forth in a Participation Agreement, dated as of even
date herewith, by and among the Collateral Agents, the Holders and
RBS.  In light of the purchase of such participation interest, the
parties hereto agree that RBS shall only be required to remit to the Company,
for payment to the Holders, an amount equal to $7,333.33, which amount
represents the fees (including, without limitation, the Fee (as defined in the
Working Capital Loan Letter)) and accrued and unpaid interest owing in respect
of the Working Capital Loan.  The remainder of the Revolving Advance
made pursuant to the terms hereof shall be applied by RBS towards the purchase
price of the Woodside Participation Interest.

     

    This
Agreement shall become effective as of the date first written above upon the
receipt by each party hereto of a fully-executed copy of this
Agreement.

     

    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).

     

    EACH PARTY HERETO 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 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.


    
      
         


      

      
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    Exhibit
4.81

    


    THIS
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.

    


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

    


    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.

     

    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
4.81

    


    
      
        	 
      	
                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
4.81

    


    
      
        
          	 
      	
                  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
4.81

    


    Acknowledged
and Agreed:

    


    
      	
              RBS
      CITIZENS, NATIONAL ASSOCIATION

            	 
      
	 
      	 
      
	
              By:

            	
              /s/ Robert Barnhard

            	 
      
	
              Name:
      Robert Barnhard

            	 
      
	
              Title:
      Senior Vice President

            	 
      
	 
      	 
      
	
              NATIONAL
      INVESTMENT MANAGERS INC.

            	 
      
	 
      	 
      
	
              By

            	
              :/s/ Steven J. Ross

            	 
      
	
              Name:
      Steven J. Ross

            	 
      
	
              Title:
      CEO