Exhibit
4.83




AMENDMENT NO. 9
TO
  SECURITIES PURCHASE AND LOAN
AGREEMENT
  This
Amendment No. 9 to Securities Purchase and Loan Agreement (this “Agreement”) is made
as of the 12th day of
August, 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 Company has
requested that the Holders convert the 6% per annum cash interest payments under
the Securities Purchase Agreement (commencing with the cash interest payment due
on July 1, 2010) to paid-in-kind interest so that the Company will have cash on
hand to make (a) payments under, and in accordance with, its key employee
retention plan (the “KERP”), (b) payments
to the Company’s lead director (the “Lead Director
Payments”), and (c) the Additional Recapitalization Payments (as defined
below).
  WHEREAS, subject to the terms
and conditions contained herein, the Holders are willing to convert the 6% per
annum cash interest payments under the Securities Purchase Agreement (commencing
with the cash interest payment due on July 1, 2010) to paid-in-kind interest so
that the Company will have cash on hand to make (a) KERP payments, (b) Lead
Director Payments and (c) Additional Recapitalization Payments.
  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.  Conversion
of Interest.
  (a)  Notwithstanding
anything to the contrary contained in Section 3.5 of the Securities Purchase
Agreement, and so long as (i) any cash savings resulting from the conversion
described below are applied by the Company to make KERP payments, Lead Director
Payments and Additional Recapitalization Payments in accordance with the revised
rolling monthly cash flow projection through January 2, 2011 (the “Budget”) attached
hereto as Schedule
1 and approved by the Holders in accordance with Section 6(a)(ii)(C) of
Amendment No. 8 to Securities Purchase and Loan Agreement, dated as of April 26,
2010 (“Amendment No.
8”) among the parties hereto, (ii) the total amount of KERP payments to
all members of management of the Company shall not exceed $20,000 for any month,
and (iii) the total amount of Lead Director Payments shall not exceed $35,000
for any month, the 6% per annum cash interest payments under the Securities
Purchase Agreement (commencing with the cash interest payment due and payable on
July 1, 2010) (the “Converted Interest
Amount”) shall not be payable in cash, but shall instead be compounded
monthly by adding the Converted Interest Amount to the principal amount of the
Notes and shall be due and payable, in cash, at the earliest of (x) the dates
set forth in clause (b), (c) or (d) below, (y) the Maturity Date and (z) on the
date of any repayment or prepayment of the Notes (with respect to the portion of
such Notes so repaid or prepaid).
  Exhibit
4.83
 (b)  In the
event that the Company fails to pay in full the total amount of KERP payments,
the Lead Director Payments and the Additional Recapitalization Payments (the
“Total Amount”)
in accordance with the Budget on or prior to the last day of any calendar month
(or with respect to the month of July, on or prior to August 13, 2010), then the
Company shall, on the last day of such calendar month (or with respect to the
month of July, August 13, 2010), pay to the Holders in cash (notwithstanding
clause (a) above) an amount equal to the difference between the Total Amount and
the actual amount of KERP payments, Lead Director Payments and Additional
Recapitalization Payments made for such month, which amount shall be applied to
any cash interest payment due on the first day of such month (or with respect to
the payments to be made on or prior to August 13 for the month of July, July 1,
2010) pursuant to Section 3.5 of the Securities Purchase Agreement (without
giving effect to clause (a) above).
  (c)  In the
event that any Default or Event of Default (other than the Identified Events of
Default, as such term is defined in Amendment No. 8) shall have occurred or any
Termination Event (as defined in Amendment No. 8) shall have occurred, then, in
each case, the Company shall on the first day of each calendar month occurring
after such Default, Event of Default or Termination Event, pay to the Holders in
cash the 6% per annum cash interest payment pursuant to Section 3.5 of the
Securities Purchase Agreement (without giving effect to clause (a)
above).
  (d)  On
November 5, 2010, December 3, 2010 and January 7, 2011, the Company shall pay to
the Holders in cash an amount equal to the amount by which the Company’s actual
net cumulative cash position (total receipts less disbursements) exceeds
$500,000 plus the amount set forth in Budget as of such date (provided that such
payment shall not exceed the sum of the amounts described in clauses (i) and
(ii) of this paragraph (d)), which cash amount shall be applied (i) first, to
any cash interest payment due on the first day of such month pursuant to Section
3.5 of the Securities Purchase Agreement (without giving effect to clause (a)
above) and (ii) second, to any prior Converted Interest Amounts until such
amounts are paid in full.
  2.  Expanded
Role of Advisor; Additional Recapitalization Payments.  The
Holders hereby consent to the Company engaging its advisor, Carl Marks Advisory
Group LLC (or such other advisor reasonably acceptable to the Holders), on
expanded terms to assist in an additional review of the Company’s financial and
operational systems and reporting so long as (a) the additional payments due and
payable to Carl Marks Advisory Group LLC (or such other advisor reasonably
acceptable to the Holders) for such expanded services shall not exceed $12,000
per month (the “Additional Advisor
Payments”) and (b) all other terms, arrangements and conditions to such
expanded services shall be reasonably satisfactory to the
Holders.  For purposes of this Agreement, “Additional Recapitalization
Payments” shall mean the sum of the Additional Advisor Payments and any
additional recapitalization expenses of the Company set forth in the Budget,
including field incentive plans.
  Exhibit
4.83
 3.  Increase
in Interest Rate.  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 Section 3, (a) in the event that all Obligations are
paid in full in cash on or prior to the Maturity Date, the Additional PIK
Interest shall be waived and forgiven and (b) during the Forbearance Period (as
defined in Amendment No. 8) only, with respect to any month, if the outstanding
balance of the Converted Interest Amount 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.
  4.  Confirmation
of Indebtedness; Ratification of Loan Documents.
  (a)  The
Company hereby agrees and acknowledges that:
  (i)  as of the
date hereof, the Company is indebted to the Holders for (a) indebtedness to
the Holders in connection with the Financing Agreements in an aggregate
outstanding principal amount equal to $14,133,859.61, plus accrued and unpaid
interest thereon, as provided in the Financing Agreements; and (b) for all
accrued and unpaid fees and expenses of the Collateral Agent and the Holders
(including, but not limited to, reasonable fees and disbursements of counsel to
the Collateral Agent) and all other Obligations under the Financing Agreements
(including, without limitation, any amounts the Company is obligated to pay the
Holders or the Collateral Agent, for the pro rataaccount of each
Holder, pursuant to the terms of this Agreement;
  (ii)  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;
  (iii)  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
  Exhibit
4.83
 (iv)  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 that 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 except as specifically modified by
this Agreement, (1) 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 (including, without limitation, all terms,
conditions, agreements and covenants contained in Amendment No. 8 (including,
without limitation, Section 6(c) of Amendment No. 8)) and nothing herein shall
derogate from the existing obligations, agreements and requirements set forth in
the Securities Purchase Agreement and the other Financing Agreements 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
other things, all other agreements and representations of the Company,
including, without limitation, those agreements and representations of the
Company set forth in the Financing Agreements and the agreements,
acknowledgements, ratifications and provisions set forth in this Section
4.
  5.  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.
  Exhibit
4.83
 6.  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);
  (e)  after
giving effect to Section 1(a) of this Amendment, no Default or Event of Default
(other than the Identified Events of Default, as such term is defined in
Amendment No. 8) 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; and
  (f)  after
giving effect to Section 1(a) of this Amendment, no Termination Event (as
defined in Amendment No. 8) has occurred.
  Exhibit
4.83
 7.  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 the KERP, in form and substance satisfactory to the
Holders;
  (c)  The
Holders shall have received the Budget, in form and substance satisfactory to
the Holders;
  (d)  The
Holders shall have received a copy of a fully executed consent to this Agreement
from the Senior Creditor;
  (e)  The
Holders shall have received a copy of a fully executed amendment to the
Intercreditor Agreement, executed by the Holders, the Collateral Agent and the
Senior Creditor;
  (f)  The
Holders shall have received evidence that all corporate action (including,
without limitation, board resolutions) has been taken by the Company to approve
this Agreement;
  (g)  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;
  (h)  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);
  (i)  After
giving effect to Section 1(a) of this Amendment, no Default or Event of Default
(other than the Identified Events of Default, as such term is defined in
Amendment No. 8) 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;
  (j)  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;
and
  (k)  After
giving effect to Section 1(a) of this Amendment, no Termination Event (as
defined in Amendment No. 8) shall have occurred.
  Exhibit
4.83
 The date
upon which the last of the foregoing events shall have occurred shall be
referred to as the “Effective
Date.”
  8.  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.
  9.  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.
  10.  Assignment.  The
Company may not assign, delegate or transfer this Agreement or any of its rights
or obligations hereunder any 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.  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.
  11.  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.
  Exhibit
4.83
 12.  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.
  13.  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.
  14.  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.
  [Remainder
of page intentionally left blank]
 
 Exhibit
4.83
 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:
CEO
 
 Exhibit
4.83
 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:
Executive Vice President
 
 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:
Executive Vice President
 
 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:
Executive Vice President
 
 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:
Executive Vice President
 
 WOODSIDE AGENCY SERVICES, LLC,
as Collateral Agent
 
 By:       Woodside
Capital Management, LLC, its Manager
 
 By: /s/ Daphne
Firth
 Name:
Daphne Firth
 Title:
Executive Vice President
  Exhibit
4.83
 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
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  Exhibit
4.83
 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. OFPHILADELPHIA
 HADDON
STRATEGIC ALLIANCES, INC.
 LAMORIELLO
& CO., INC.
 NATIONAL
ACTUARIAL PENSIONSERVICES, 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 CONSULTINGCORPORATION
  By:/s/ Steven J.
Ross
 Name:
      Steven J. Ross
 Title:  CEO