Unassociated Document


    Exhibit
4.66

    


    AMENDMENT
NO. 6 TO SECURITIES PURCHASE AND LOAN AGREEMENT

    


    This Amendment No. 6 to Securities
Purchase and Loan Agreement, dated as of March [__], 2009 (this “Agreement”), is by
and among National Investment Managers Inc., a Florida corporation (the “Company”), Woodside
Capital Partners IV, LLC (“Woodside”), Woodside
Capital Partners IV QP, LLC (“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 Brothers Commercial Bank) (“Woodside V QP”, and
together with Woodside, QP and Woodside V, the “Holders”) and
Woodside Agency Services, LLC as collateral agent for the Holders (the “Collateral
Agent”).

    


    RECITALS

    


    
      	
              A.

            	
              Reference
      is hereby made to a certain Securities Purchase and Loan Agreement, dated
      as of November 30, 2007, as amended by that certain Consent and Amendment
      No. 1 to Securities Purchase and Loan Agreement, dated as of April 4,
      2008, that certain Consent and Amendment No. 2 to Securities Purchase and
      Loan Agreement, dated as of June 30, 2008, that certain Consent and
      Amendment No. 3 to Securities Purchase and Loan Agreement, dated as of
      July 16, 2008, that certain Consent and Amendment No. 4 to Securities
      Purchase and Loan Agreement, dated as of October 1, 2008, that certain
      Consent and Amendment No. 5 to Securities Purchase and Loan Agreement,
      dated as of November 26, 2008, and as may be further amended or modified
      from time to time, by and among the Company, the Holders and the
      Collateral Agent (the “SPA”).  All
      capitalized terms used herein and not otherwise defined herein shall have
      the meanings as set forth in the
SPA.

            


    

    


    
      	
              B.

            	
              Certain
      Events of Default exist under the SPA as a result of the Company’s failure
      to comply with the following financial covenants for the Company’s fiscal
      year ended as of December 31, 2008 (collectively, the “Existing
      Defaults”):

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Minimum EBITDA covenant as set forth in Section 1 of Schedule 7.6 to the
      SPA.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Maximum Leverage Ratio covenant as set forth in Section 2 of Schedule 7.6
      to the SPA.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      Minimum Fixed Charge Coverage Ratio covenant as set forth in Section 4 of
      Schedule 7.6 to the SPA.

            


    

    


    
      	
              C.

            	
              The
      Company has requested that the Holders (i) waive the Existing Defaults,
      and (ii) agree to amend certain other provisions of the
    SPA.

            


    

    


    
      	
              D.

            	
              The
      Holders have agreed to (i) waive the Existing Defaults, and (ii) amend
      certain other provisions of the SPA, upon the terms and conditions set
      forth in this Agreement.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      Exhibit
4.66

       

    

    NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Holders, the Collateral Agent and the Company hereby agree as
follows:

    


    
      	
              1.

            	
              Amendments.  The
      Holders, the Collateral Agent and the Company hereby agree to the
      following amendments to the SPA:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      definition of Fixed Charge Coverage Ratio in Section 1 of the SPA is
      hereby deleted in its entirety and the following new definition is
      substituted therefor:

            


    

    


    
      	
               
      

            	
              “Fixed Charge Coverage Ratio.  Fixed
      Charge Coverage Ratio shall mean, as of any date of determination and as
      determined for the Company and its Subsidiaries on a consolidated basis,
      the ratio of (i) Adjusted EBITDA for the four fiscal quarter period ending
      as of such date, less cash taxes paid
      during such period, less Capital
      Expenditures made during such period; to (ii) the amount of current
      portions of long term Indebtedness at such date, plus interest expense
      on Indebtedness for Borrowed Money during such period.  For
      purposes of the calculation of the Fixed Charge Coverage Ratio, the
      principal amount due upon maturity of the Term Loan (as defined in the
      Senior Loan Agreement as in effect on the Sixth Amendment Effective Date)
      shall not be considered a “current portion of long term Indebtedness” and
      the monthly principal payments of the Term Loan (as defined in the Senior
      Loan Agreement as in effect on the Sixth Amendment Effective Date) during
      2010 and 2011 shall be deemed to be
$250,000.”

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      definition of Permitted Acquisition in Section 1 of the SPA is hereby
      deleted in its entirety and the following new definition is substituted
      therefor:

            


    

    


    
      	
               
      

            	
              “Permitted Acquisition.  Permitted
      Acquisition shall mean any acquisition by the Company or any of its
      Subsidiaries of all or substantially all of the assets of any Person or
      all of the capital stock (or other equity interests) of any Person;
      provided that, prior to such acquisition, the Company or such Subsidiary
      shall have received the prior written consent of the Holders, which
      consent may be withheld by the Holders in their sole
      discretion.”

            


    

    


    
      	
               
      

            	
              (c)

            	
              Section
      1 of the SPA is hereby amended by adding the following new definition in
      the appropriate alphabetical order:

            


    

    


    
      	
               
      

            	
              “Sixth Amendment Effective Date.  Sixth
      Amendment Effective Date shall mean March 30,
  2009.”

            


    

    


    
      	
               
      

            	
              (d)

            	
              Section
      9.3 of the SPA is hereby amended by adding the following parenthetical
      immediately after the word “month” contained in the first line
      thereof:

            


    

    



    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.66

       

    

    
      	
               
      

            	
              “(including,
      for the avoidance of doubt, December, March, June and
      September)”.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Section
      1 of Schedule 7.6 to the SPA is hereby amended by deleting the chart
      contained therein and substituting in lieu thereof the following
      chart:

            


    

    


    
      
        
          
            
              
                
                  
                    	
                            Fiscal Quarter Ending

                          	 	
                            Minimum Consolidated EBITDA

                          	 
	 
      	 	 	 
	
                            March
      31, 2009

                          	 	$	8,400,000	 
	 
      	 	 	 	 
	
                            June
      30, 2009

                          	 	$	9,000,000	 
	 
      	 	 	 	 
	
                            September
      30, 2009

                          	 	$	9,050,000	 
	 
      	 	 	 	 
	
                            December
      31, 2009

                          	 	$	10,100,000	 
	 
      	 	 	 	 
	
                            March
      31, 2010

                          	 	$	10,700,000	 
	 
      	 	 	 	 
	
                            June
      30, 2010

                          	 	$	11,150,000	 
	 
      	 	 	 	 
	
                            September
      30, 2010 and each fiscal quarter ending thereafter

                          	 	$	11,150,000	 


                  

                

              

            

          

        

      

    

    


    
      	
               
      

            	
              (f)

            	
              Section
      2 of Schedule 7.6 to the SPA is hereby amended by deleting the chart
      contained therein and substituting in lieu thereof the following
      chart:

            


    

     

    
      
        	
                Fiscal Quarter Ending

              	 	
                Maximum Leverage Ratio

              
	 
      	 	 
      
	
                March
      31, 2009

              	 	
                3.25:1.00

              
	 
      	 	 
      
	
                June
      30, 2009

              	 	
                3.25:1.00

              
	 
      	 	 
      
	
                September
      30, 2009

              	 	
                3.25:1.00

              
	 
      	 	 
      
	
                December
      31, 2009

              	 	
                2.75:1.00

              
	 
      	 	 
      
	
                March
      31, 2010

              	 	
                2.60:1.00

              
	 
      	 	 
      
	
                June
      30, 2010

              	 	
                2.50:1.00

              
	 
      	 	 
      
	
                September
      30, 2010 and each fiscal quarter ending thereafter

              	 	
                2.50:1.00

              


      

    

    


    
      	
               
      

            	
              (g)

            	
              Section
      4 of Schedule 7.6 to the SPA is hereby deleted in its entirety and
      replaced with the following:

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.66

       

    

    
      	
               
      

            	
              “4.

            	
              Fixed Charge Coverage Ratio.  The
      Company shall not permit the Fixed Charged Coverage Ratio, determined as
      at the end of each fiscal quarter set forth in the table below, to be less
      than the ratio set forth opposite such fiscal quarter in such
      table.

            


    

     

    
      
        	
                Fiscal Quarter Ending

              	 	
                Minimum Fixed Charge Coverage Ratio

              
	 	 	 
	
                March
      31, 2009

              	 	
                1.05:1.00

              
	 	 	 
	
                June
      30, 2009

              	 	
                1.00:1.00

              
	 	 	 
	
                September
      30, 2009

              	 	
                1.00:1.00

              
	 	 	 
	
                December
      31, 2009

              	 	
                1.20:1.00

              
	 	 	 
	
                March
      31, 2010

              	 	
                1.25:1.00

              
	 	 	 
	
                June
      30, 2010

              	 	
                1.25:1.00

              
	 	 	 
	
                September
      30, 2010 and each fiscal quarter ending thereafter

              	 	
                1.25:1.00

              


      

    

    


    
      	
               
      

            	
              (h)

            	
              Section
      6 of Schedule 7.6 to the SPA is hereby deleted in its entirety and
      replaced with the following:

            


    

    


    
      	
               
      

            	
              “6.

            	
              Ratio of Total Funded Debt to Net Worth.  The
      Company shall not permit the ratio of Total Funded Debt to Net Worth to be
      greater than 2.00:1.00 at any
time.”

            


    

    


    
      	
               
      

            	
              (i)

            	
              Section
      7.13 of the SPA is hereby deleted in its entirety and replaced with the
      following:

            


    

    


    
      “7.13
Capital Expenditures.  The
Company and its Subsidiaries together will not make Capital Expenditures in
excess of (i) $196,000 during the first fiscal quarter of 2009, (ii) $389,000
during the second fiscal quarter of 2009, (iii) $236,000 during the third fiscal
quarter of 2009, (iv) $50,000 during the fourth fiscal quarter of 2009 or (v)
$225,000 during any fiscal quarter occurring
thereafter.”

    

    


    
      	
              2.

            	
              Waiver.  Holders
      hereby agree to waive the Existing Defaults.  The waiver
      contained herein shall not constitute an agreement by the Holders to waive
      any other Default or Event of Default, nor shall it be deemed to create a
      course of dealing between Holders and the Company, or an agreement by
      Holders to waive any Default or Event of Default at any other
      time.

            


    

    


    
      	
              3.

            	
              Waiver
      and Amendment Fee.  In consideration for the waiver and
      the amendments provided by the Holders herein, the Company agrees to pay
      to the Collateral Agent, for the pro rata account of the Holders, a fee
      equal to $60,000 (the “Fee”).  The
      Fee shall be fully earned on the date hereof and shall be due and payable
      in full (in cash) on January 1, 2010.  Commencing on the date
      hereof, the unpaid portion of the Fee outstanding from time to time shall
      bear interest at the same rate applicable to the Notes as set forth in
      Section 3.5 of the SPA, with such interest being due and payable at the
      times set forth in Section 3.5 of the
SPA.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.66

       

    

    
      	
              4.

            	
              Conditions
      Precedent.  As a condition of this Agreement, the Company
      shall at the time of execution of this
  Agreement:

            


    

    


    
      	
               
      

            	
              (a)

            	
              reimburse
      the Collateral Agent and the Holders for their respective out-of-pocket
      costs in connection with this Agreement and the Modification Documents (as
      defined below), including reasonable legal fees and expenses incurred by
      the Collateral Agent and the
Holders;

            


    

    


    
      	
               
      

            	
              (b)

            	
              deliver
      to the Collateral Agent the following documents in form and substance
      reasonably satisfactory to the Collateral Agent or, if applicable, as
      required by the terms and conditions of the
SPA:

            


    

    


    
      	
               
      

            	
              (i)

            	
              an
      Amendment No. 7 to the Senior Loan Agreement executed by the Company, the
      Guarantors and the Senior Creditor;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              an
      Amendment No. 7 to Intercreditor Agreement executed by the Company, the
      Holders, the Collateral Agent and the Senior Creditor;
  and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              any
      other documents reasonably requested by the
  Holders.

            


    

    


    
      	
               
      

            	
              The
      foregoing documents and any additional documents executed herewith,
      together with this Agreement, shall be referred to herein as the “Modification
      Documents”.

            


    

    


    
      	
              5.

            	
              Miscellaneous.

            


    

    


    
      	
              (a)

            	
              The
      Company hereby represents and warrants that, after giving effect to the
      provisions hereof: (i) its representations and warranties set forth in the
      SPA are true in all material respects on and as of the date hereof as if
      made on such date (except to the extent that the same expressly relate to
      an earlier date or are affected by the consummation of transactions
      permitted hereby or by this Agreement); (ii) it is in compliance in all
      material respects with all of the terms and provisions set forth in the
      SPA on its part to be observed or performed; (iii) no Default or Event of
      Default has occurred and is continuing; (iv) since the date of the
      financial statements most recently provided to the Collateral Agent and
      the Holders by the Company, there has occurred no material adverse change
      in the assets or liabilities or the financial or other condition of the
      Company and its Subsidiaries; (v) the Company and the Guarantors each have
      full power to execute, deliver and perform their respective obligations
      under the Modification Documents and the execution, delivery and
      performance of the Modification Documents have been authorized and
      directed by the appropriate parties; (vi) the Modification Documents
      constitute the legal, valid and binding obligations of the Company and/or
      the Guarantors, as applicable, enforceable in accordance with their terms,
      subject to any limitations with respect to enforcement that may be imposed
      in connection with bankruptcy, insolvency, reorganization, moratorium,
      fraudulent conveyance or transfer or other laws affecting the enforcement
      of creditor’s rights generally, and general principles of equity
      (regardless of whether considered and applied in a proceeding at law or in
      equity); (vii) the execution, delivery and performance thereof will not
      violate any provision of any existing law or regulation applicable to the
      Company or any Guarantor or their respective governing documents or of any
      order or decree of any court, arbitrator or governmental authority or of
      any contractual undertaking to which either is a party or by which either
      may be bound; and (viii) no consents, licenses, approvals or
      authorizations of, exemptions by or registrations or filings with, any
      governmental authority are required with respect to the Modification
      Documents.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.66

       

    

    
      	
              (b)

            	
              If
      the Company fails to comply with any of the terms and conditions of the
      Modification Documents, such failure shall constitute a default under this
      Agreement and an Event of Default under the SPA and the other Financing
      Agreements.

            


    

    


    
      	
              (c)

            	
              This
      Agreement shall constitute a Financing Agreement under the SPA, and all
      obligations included in this Agreement (including, without limitation, all
      obligations for the payment of principal, interest, fees, and other
      amounts and expenses) shall constitute Obligations under the SPA and be
      secured by the collateral security for such
  Obligations.

            


    

    


    
      	
              (d)

            	
              No
      other changes shall be made to the SPA, and the Company reaffirms its
      obligations under the Financing Agreements (as amended hereby) in their
      entirety.  This Agreement is not intended to extinguish or
      affect any of the debt evidenced by the Notes or to otherwise modify any
      of the obligations under any of the Financing Agreements (as amended
      hereby).  The Company hereby reaffirms that the Company remains
      indebted to the Collateral Agent and the Holders without defense,
      counterclaim or offset and hereby releases each of the Collateral Agent
      and the Holders from any and all claims or other causes of action which
      the Company may have against the Collateral Agent or any Holder with
      respect to the Obligations and the Financing
  Agreements.

            


    

    


    
      	
              (e)

            	
              This
      Agreement is made in the Commonwealth of Massachusetts and shall be
      construed in accordance with its laws without regard to principles of
      conflicts of laws.  If any provision hereof is in conflict with
      any statute or rule of law of the Commonwealth of Massachusetts or any
      other statute or rule of law of any other applicable jurisdiction or is
      otherwise unenforceable, such provisions shall be deemed null and void
      only to the extent of such conflict or unenforceability and shall be
      deemed separate from and shall not invalidate any other provision of this
      Agreement.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.66

       

    

    
      	
              (f)

            	
              Each
      of the Company and the Guarantors acknowledges and agrees
      that:  (i) neither the Company nor any Guarantor has any claim
      or cause of action against the  Collateral Agent or any Holder
      (or any of their respective directors, officers, employees or agents);
      (ii) neither the Company nor any Guarantor has any offset right,
      counterclaim or defense of any kind against any of their obligations,
      indebtedness or liabilities to the Collateral Agent or any Holder; and
      (iii) the Collateral Agent and each Holder has heretofore properly
      performed and satisfied in a timely manner all of their respective
      obligations to the Company and the Guarantors.  The Collateral
      Agent and the Holders wish (and each of the Company and each Guarantor
      agrees) to eliminate any possibility that any past conditions, acts,
      omissions, events, circumstances or matters would impair or otherwise
      adversely affect any of the rights, interests, contracts, collateral
      security or remedies of the Collateral Agent or any
      Holder.  Therefore, each of the Company and each Guarantor
      unconditionally releases, waives and forever discharges (A)  any
      and all liabilities, obligations, duties, promises or indebtedness of any
      kind of the Collateral Agent and the Holders to the Company and the
      Guarantors, except the obligations to be performed by the Collateral Agent
      and the Holders for the Company and the Guarantors as set forth in this
      Agreement and as expressly stated in the Financing Agreements and (B) all
      claims, offsets, causes of action, suits or defenses of any kind
      whatsoever (if any), whether against the Collateral Agent, any Holder, or
      any of their respective directors, officers, employees or agents with
      respect to the obligations to be performed by the Collateral Agent or any
      Holder for the Company and the Guarantors as set forth in the Financing
      Agreements, in either case (A) or (B), on account of any condition,
      act, omission, event, contract, liability, obligation, indebtedness,
      claim, cause of action, defense, circumstance or matter of any kind
      whatsoever which existed, arose or occurred at any time prior to the date
      hereof or which could thereafter arise as the result of the execution of
      (or the satisfaction of any condition precedent or subsequent to) this
      Agreement.

            


    

    


    
      	
              (g)

            	
              This
      Agreement shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors and assigns, and no other parties
      shall be a beneficiary hereunder.  Neither this Agreement nor
      any of the provisions hereof can be changed, waived, discharged or
      terminated except by an instrument in writing signed by the party against
      whom enforcement of the change, waiver, discharge or termination is
      sought.

            


    

    


    
      	
              (h)

            	
              This
      Agreement may be signed in counterparts, each of which shall be deemed an
      original and all of which, when taken together, shall constitute one and
      the same instrument. Signatures delivered by facsimile transmission shall
      have the same force and effect as original signatures delivered in
      person.

            


    

    


    [Signatures
on following page]


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.66

       

      EXECUTED
under seal as of the date first above written.

    

    


    
      
        
          
            
              	
                      WOODSIDE CAPITAL PARTNERS IV,
      LLC, as a Holder

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      Woodside
      Opportunity Partners, LLC, its Manager

                    
	 
      	
                      By:

                    	
                      Woodside
      Capital Management, LLC, its Manager

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	

                      /s/ Daphne Firth

                    	
                        

                    
	 
      	 
      	
                      Name:
      Daphne Firth

                    
	 
      	 
      	
                      Title:
      EVP

                    


            

          

        

      

    

    


    
      
        
          
            
              	
                      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/ Daphne Firth

                    	
                        

                    
	 
      	 
      	
                      Name:
      Daphne Firth

                    
	 
      	 
      	
                      Title:
      EVP

                    


            

          

        

      

    

    


    
      
        
          
            
              
                	
                        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/ Daphne Firth

                      	
                          

                      
	 
      	 
      	
                        Name:
      Daphne Firth

                      
	 
      	 
      	
                        Title:
      EVP

                      


              

            

          

        

      

    

    


    
      
        
          
            
              
                	
                        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/ Daphne Firth

                      	
                          

                      
	 
      	 
      	
                        Name:
      Daphne Firth

                      
	 
      	 
      	
                        Title:
      EVP

                      


              

            

          

        

      

    

     

    
      [Signature
Page to Amendment No. 6]

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      Exhibit
4.66

       

    

    
      
        
          
            
              	
                      WOODSIDE AGENCY SERVICES,
      LLC, as Collateral Agent

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      Woodside
      Capital Management, LLC, its Manager

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	

                      /s/ Daphne Firth

                    	
                        

                    
	 
      	 
      	
                      Name:
      Daphne Firth

                    
	 
      	 
      	
                      Title:
      EVP

                    


            

          

        

      

    

    
       

      [Signature
Page to Amendment No. 6]


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    
      
        
          	
                  NATIONAL
      INVESTMENT MANAGERS INC.

                
	 
      	 
      
	
                  By:

                	
                  

                    /s/ Steven J. Ross

                  

                
	 
      	
                  Name:
      Steven J. Ross

                
	 
      	
                  Title:
      CEO

                


        

      

    

     

    
      [Signature
Page to Amendment No. 6]


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    RATIFICATION
OF OBLIGATIONS

    


    Each of the undersigned Guarantors
hereby acknowledges, agrees and consents to the foregoing Amendment No. 6 to
Securities Purchase and Loan Agreement (the “Agreement”) and
agrees that the Guaranties and each of the other Financing Agreements (as
amended by the Agreement) remain in full force and effect, and the Guarantors
confirm and ratify all of their obligations under each Financing Agreement (as
amended by the Agreement) to which such Guarantor is a party.

    


    
      
        
          	
                  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.

                
	 
      	 
      
	
                  By:

                	
                  

                    /s/ Steven J. Ross

                  

                
	 
      	
                  Name:
      Steven J. Ross

                
	 
      	
                  Title:
      CEO

                


        

      

    

    
       

      [Signature
Page to Amendment No. 6]

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	
                        THE
      PENSION GROUP, 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

                      


              

            

          

        

      

    

     

    
      [Signature
Page to Amendment No. 6]