Exhibit
4.70


November
      13, 2009




CERTIFIED MAIL RETURN
RECEIPT REQUESTED,


FIRST-CLASS MAIL &
EMAIL





National
      Investment Managers Inc.
              485
      Metro Place South, Suite 275
              Dublin,
      OH  43017
              Attn:
      Steven Ross, Chief Executive OfficerJones
      Day
              325
      John H. McConnell Boulevard, Suite 600
              P.O.
      Box 165017
              Columbus,
      OH  43216-5017
              Attn:
      Jeffrey D. Litle, Esq.





Re:
            Loan
      Obligations of National Investment Managers Inc. (the “Borrower”), and
      obligations of the guarantors set forth on Schedule A
      attached hereto (the “Guarantors”) to
      RBS Citizens, National Association (the “Lender”)





Dear Mr.
Ross:




Please be advised that our law firm is
continuing to represent the Lender in connection with the outstanding loan
obligations of the Borrower and Guarantors.Reference is hereby made to a certain
Revolving Line of Credit and Term Loan Agreement, dated as of November 30, 2007,
by and between the Borrower and Lender, as amended by (i) a certain Amendment
No. 1 to Revolving Line of Credit and Term Loan Agreement, dated as of March 31,
2008, (ii) a certain Amendment No. 2 to Revolving Line of Credit and Term Loan
Agreement, dated as of June 30, 2008, (iii) a certain Amendment No. 3 to
Revolving Line of Credit and Term Loan Agreement, dated as of June 30, 2008,
(iv) a certain Amendment No. 4 to Revolving Line of Credit and Term Loan
Agreement dated as of July 16, 2008, (v) a certain Amendment No. 5 to Revolving
Line of Credit and Term Loan Agreement dated as of October 1, 2008, (vi) a
certain Amendment No. 6 to Revolving Line of Credit and Term Loan Agreement
dated as of November 26, 2008, (vii) a certain Amendment No. 7 to Revolving Line
of Credit and Term Loan Agreement dated as of March 30, 2009, (viii) a certain
Amendment No. 8 to Revolving Line of Credit and Term Loan Agreement dated as of
June 30, 2009, and (ix) a certain Amendment No. 9 to Revolving Line of Credit
and Term Loan Agreement dated as of September 25, 2009 (as amended, the “Loan
Agreement”).  The Loan Agreement and all other documents
executed in connection therewith are sometimes collectively referred to herein
as the “Loan
Documents”.  The obligations evidenced by the Loan Documents
are sometimes collectively referred to herein as the “Loans”.









Based upon the most recent financial
information provided by Borrower to Lender for Borrower’s fiscal quarter ending
September 30, 2009, the Borrower is not in compliance with certain financial
covenants set forth in the Loan Agreement.  Specifically, Borrower is
in default under the Loan Agreement for failure to comply with the following
covenants (collectively, the “Covenant Defaults”):





(i)
            the
      Minimum EBITDA covenant as set forth in Section 5(m) of the Loan
      Agreement;





(ii)
            the
      Maximum Ratio of Total Funded Debt to Adjusted EBITDA covenant as set
      forth in Section 5(n) of the Loan Agreement;
and





(iii)
            the
      Minimum Fixed Charge Coverage Ratio covenant as set forth in Section 5(o)
      of the Loan Agreement.





The purpose of this letter is to
provide Borrower with written notice of the Covenant Defaults under the Loan
Documents.  The Lender, by giving this notice to you, is not required
to provide the Borrower any further notice of these or other
defaults.





The Covenant Defaults may entitle the
Lender to charge interest at the default rate of interest and to exercise the
rights and remedies available under the Loan Documents and applicable law, after
the expiration of any applicable grace period.  Borrower shall also be
liable for all legal and other fees and expenses of the Lender incurred in
connection with such default and the enforcement of the loan obligations of the
Borrower to Lender including, without limitation, all attorneys’ fees and
costs.





The Lender is not hereby exercising any
of its rights and remedies but expressly reserves its right to do so at any
time.  Further, the Lender reserves the right to accept and apply
payments with respect to the Loans at any time.  The Lender’s
acceptance of such payments shall not constitute a cure or waiver of the
Covenant Defaults or any other existing defaults.  This letter and the
Lender’s reservation of rights contained herein are not be construed as a waiver
of any rights and remedies of the Lender under the Loan Documents.








Very
      truly yours,/s/ Brian F. PlunkettBrian
      F. Plunkett




cc:  David
J. Bugbee, Senior Vice President




2




SCHEDULE
A





Subsidiary:
            Execution
      Date:1.
            ABR
      Advisors, Inc.
              a
      New York corporation
              2985
      Navajo Street
              Yorktown
      Heights, NY  10598
            November
      30, 20072.
            Alan
      N. Kanter & Associates, Inc.
              a
      Maryland corporation
              31
      Walker Avenue, 2nd Floor
              Baltimore,
      MD  21208
            July
      16, 20083.
            Alaska
      Pension Services, Ltd.
              an
      Alaskan corporation
              400
      D Street, Suite 300
              Anchorage,
      AK  99501
            June
      30, 20084.
            Asset
      Preservation Corp.
              a
      Pennsylvania corporation
              110
      Gibraltar Road, Suite 101
              Horsham,
      PA  19044-2376
            November
      30, 20075.
            Benefit
      Dynamics, Inc.
              a
      Pennsylvania corporation
              89
      N. Haddon Avenue, Suite D
              Haddonfield,
      NJ  08033
            November
      30, 20076.
            Benefit
      Management Inc.
              a
      Massachusetts corporation
              3
      Lyons Way
              North
      Attleboro, MA  02763
            November
      30, 20077.
            BPI/PPA
      Inc.
              a
      Delaware corporation
              1013
      Centre Road
              Wilmington,
      DE  10805
            November
      30, 20078.
            California
      Investment Annuity Sales, Inc.
              a
      California corporation
              4640
      Admiralty Way
              Marina
      Del Ray, CA  90292
            March
      31, 20089.
            Circle
      Pension, Inc.
              a
      New York corporation
              Empire
      State Building
              350
      Fifth Ave., Suite 534
              New
      York, NY  10118
            November
      30, 200710.
            Complete
      Investment Management, Inc. of Philadelphia
              a
      Pennsylvania corporation
              110
      Gibraltar Road, Suite 101
              Pennsylvania
      Business Campus
              Horsham,
      PA  19044
            November
      30, 2007




3




11.
            Haddon
      Strategic Alliances, Inc.
              a
      New Jersey corporation
              426
      Queensboro Lane
              Haddonfield,
      NJ  08033
            November
      30, 200712.
            Lamoriello
      & Co., Inc.
              a
      Rhode Island corporation
              2374
      Post Road, Suite 1
              Warwick,
      RI  02886
            November
      30, 200713.
            National
      Actuarial Pension Services, Inc.
              a
      Texas corporation
              10777
      Westheimer, Suite 220
              Houston,
      TX  77042
            November
      30, 200714.
            National
      Associates, Inc., N.W.
              a
      Washington corporation
              2212
      2nd Avenue W.
              Seattle,
      Washington  98119
            November
      30, 200715.
            Pension
      Administration Services, Inc.
              a
      Pennsylvania corporation
              110
      Gibraltar Road, Suite 101
              Horsham,
      PA  19044-2376
            November
      30, 200716.
            Pension
      Technical Services, Inc. (d/b/a REPTECH Corp.)
              a
      Colorado corporation
              6400
      South Fiddler’s Green Circle, Suite 500
              Greenwood
      Village, CO  80111
            October
      1, 200817.
            Pentec,
      Inc.
              a
      Connecticut corporation
              72
      Queen Street
              Southington,
      CT  06489
            November
      30, 200718.
            Pentec
      Capital Management, Inc.
              a
      Connecticut corporation
              72
      Queen Street
              Southington,
      CT  06489
            November
      30, 200719.
            Southeastern
      Pension Services, Inc.
              a
      Florida corporation
              1525
      International Parkway, Suite 2071
              Lake
      Mary, FL  32746
            November
      30, 200720.
            Stephen
      H. Rosen & Associates, Inc.
              a
      New Jersey corporation
              89
      North Haddon Avenue
              Haddonfield,
      NJ  08033
            November
      30, 200721.
            The
      Pension Alliance, Inc.
              a
      Pennsylvania corporation
              2578
      Interstate Drive, Suite 102
              Harrisburg,
      PA  17110
            November
      30, 2007




4




22.
            The
      Pension Group, Inc.
              a
      California corporation
              23046
      Avenida De La Carlota, Suite 500
              Laguna
      Hills, CA  92653
            November
      26, 200823.
            Valley
      Forge Consulting Corporation
              a
      Pennsylvania corporation
              998
      Old Eagle School Rd., Suite 1206
              Wayne,
      PA  19087
            November
      30, 200724.
            Valley
      Forge Enterprises, Ltd. (f/k/a VFE Merger Corp.)
              a
      Pennsylvania corporation
              998
      Old Eagle School Rd., Suite 1206
              Wayne,
      PA  19087
            November
      30, 200725.
            VEBA
      Administrators, Inc. (d/b/a Benefit Planning, Inc.)
              a
      California corporation
              4640
      Admiralty Way, 9th Floor
              Marina
      Del Rey, CA  90292
            November
      30, 200726.
            V.F.
      Associates, Inc.
              a
      Pennsylvania corporation
              998
      Old Eagle School Rd., Suite 1206
              Wayne,
      PA  19087
            November
      30, 200727.
            V.F.
      Investment Services Corp.
              a
      Pennsylvania corporation
              998
      Old Eagle School Rd., Suite 1206
              Wayne,
      PA  19087
            November
      30, 2007




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