Exhibit
4.85

    


    AMENDMENT NO. 10
TO

    SECURITIES PURCHASE AND LOAN
AGREEMENT

     

    This
Amendment No. 10 to Securities Purchase and Loan Agreement (this “Agreement”) is made
as of the 24th day of November, 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 certain periods ending
prior to the date hereof;

     

    (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 certain periods
ending prior to the date hereof;

     

    (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 certain periods
ending prior to the date hereof;

     

    (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) and 10.1(t) of the Securities Purchase Agreement;


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
4.85

    


    WHEREAS, pursuant to that
certain Amendment No. 8 to Securities Purchase and Loan Agreement dated as of
April 26, 2010 (the “Eighth Amendment”)
the parties hereto amended the Securities Purchase Agreement and the Holders
agreed to forbear from exercising their rights and remedies in respect of the
Identified Events of Default for the period described and on the terms and
conditions set forth in the Eighth Amendment;

     

    WHEREAS, pursuant to that
certain Amendment No. 9 to Securities Purchase and Loan Agreement dated as of
August 12, 2010 (the “Ninth Amendment”) the
parties hereto further amended the Securities Purchase Agreement;

     

    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), (a)
solely with respect to the Identified Events of Default, to continue to forbear
from exercising their rights and remedies under the Financing Agreements and
applicable law in respect of the Identified Events of Default and (b) amend the
Securities Purchase Agreement in connection therewith, but only, in each case,
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
-

        
          

        

      

      
         


      

    


    Exhibit
4.85

    


    2.           Confirmation
of Indebtedness; Ratification of Loan Documents.

     

    (a)         The
Company hereby agrees and acknowledges that:

     

    (i)           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;

     

    (ii)          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

     

    (iii)         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 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.


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    


    Exhibit
4.85

    


    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 March 15, 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, the
obligations set forth in the Eighth Amendment (including, without limitation,
Section 6 thereof), as adopted and incorporated by reference herein, and the
obligations set forth in the Ninth Amendment, as adopted and incorporated by
reference herein, 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.


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    Exhibit
4.85

    


    (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 rate of 18%
(plus the Additional PIK Interest defined below) per annum pursuant to Section
3.5 of the Securities Purchase Agreement and clause (c) below.

     

    (c)           Notwithstanding
anything to the contrary contained in Section 3.5 of the Securities Purchase
Agreement, the interest rate otherwise applicable to the unpaid principal amount
of the Notes outstanding from time to time shall increase by (a) 2% per annum on
October 1, 2010 and (b) an additional 1% per annum on January 1, 2011 (the
“Additional PIK
Interest”).  The Additional PIK Interest shall be compounded
monthly by adding the Additional PIK 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).  Notwithstanding anything contained
to the contrary in this clause (c), (a) in the event that all Obligations are
paid in full in cash on or prior to the January 31, 2011, the Additional PIK
Interest shall be waived and forgiven and (b) during the Forbearance Period
only, with respect to any month, if the outstanding balance of the Converted
Interest Amount (as defined in the Ninth Amendment) is zero for at least 22 days
of such month, then the applicable per annum Additional PIK Interest rate shall
be reduced by fifty percent (50%) for such month.  This clause (c)
supersedes Section 3 contained in the Ninth Amendment.

     

    (d)           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 and other Financing
Agreements.  Each and every reference to the defined term
“Maturity Date” in the Securities Purchase Agreement and any other Financing
Agreement shall be amended such that “Maturity Date” shall mean March 15,
2011.

     

    6.           Terms of
Forbearance.

     

    (a)           Except
to the extent expressly modified by this Agreement, the terms of the Eighth
Amendment and Ninth Amendment, including but not limited to the terms of
forbearance set forth in Section 6 of the Eighth Amendment, shall remain in full
force and effect and are incorporated by reference herein.


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    


    Exhibit
4.85

    


    (b)           The
Company shall enter into, and deliver copies thereof to the Holders and the
Collateral Agent, not later than December 7, 2010, an Acceptable Voting
Agreement with the holders of each class of shares of the Company’s capital
stock.  Once executed, the Company shall keep each such Acceptable
Voting Agreement in full force and effect, without modification, at all times
from and after such execution, and shall enforce its rights under the Acceptable
Voting Agreements to the fullest extent possible under applicable
law.  Except for the Acceptable Voting Agreements, there will be no
other agreements or understandings, written or oral, among the Company and the
holders of its equity securities with respect to the voting arrangements by or
among the holders of the equity securities of the Company in regard to any sale
of the Company.  The Company confirms and acknowledges that the
Acceptable Voting Agreements are, or will be once executed, subject to the
perfected security interest granted to the Collateral Agent for the benefit of
the Holders in connection with the Securities Purchase Agreement.  As
used herein, an “Acceptable Voting
Agreement” shall mean an agreement, in form and substance satisfactory to
the Holders, pursuant to which, among other things, the holders of a class of
the Company’s capital stock shall agree to vote their shares in favor of a sale
of the Company which has been approved by the Company’s Board of Directors and
which sale will provide an amount of net proceeds to the Company’s equity
holders, after payment of all indebtedness, of at least $8,000,000 (an “Approved
Sale”).  Each Acceptable Voting Agreement shall be executed by
the Company and by those holders which constitute a sufficient percentage of the
shares of such class of the Company’s capital stock as shall be sufficient to
cause such class to approve such Approved Sale.

     

    Any
failure to comply with any of the requirements, agreements, milestones or
covenants set forth in this Section 6 (including,
without limitation, those requirements, agreements, milestones and covenants set
forth in Section 6 of the Eighth Amendment, which are incorporated by reference
herein) shall constitute a Termination Event.

     

    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.


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    


    Exhibit
4.85

    


    (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;

     

    (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
December 14, 2010; and


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    


    Exhibit
4.85

    


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

     

    (b)           The
Holders shall have received a copy of that certain Twelfth 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.

     

    (c)           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;

     

    (d)           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;

     

    (e)           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

     

    (f)
           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.”


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    Exhibit
4.85

    


    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.

     

    12.         Assignment.  The
Company may not assign, delegate or transfer this Agreement or any of its rights
or obligations hereunder and any such 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.


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    


    Exhibit
4.85

    


    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.

     

    16.         Expenses.  All
costs and expenses incurred or sustained by the Collateral Agent and the Holders
in connection with this Agreement, including the fees and disbursements of legal
counsel for the Collateral Agent and the Holders, in producing, reproducing and
negotiating this Amendment, will be for the account of the Company and shall be
due and payable on demand.

     

    17.         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.

     

    18.         Consent.  The
Holders hereby consent to the subordinated Indebtedness of the Company to CAMOFI
Master LDC, evidenced by the Subordinated Promissory Note attached hereto as
Exhibit A, in a
principal amount not to exceed $440,000.

     

    [Signature
Pages Follow]


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    Exhibit
4.85

    


    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:
      Chief Executive Officer

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
4.85

    


    
      
        	
                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
4.85

    


    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
4.85

    


    
      
        	 
      	
                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:  Chief
      Executive Officer

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
4.85

    


    Exhibit
A

    


    Form
of Subordinated Promissory Note