CONSENT AND AMENDMENT NO. 1 TO SECURITIES PURCHASE AND LOAN AGREEMENT

A.

Reference is hereby made to a certain Securities Purchase and Loan Agreement dated as of November 30, 2007 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.

The Company has requested that Holders consent to the acquisition of California Investment Annuity Sales, Inc., a California corporation with its principal place of business at 4640 Admiralty Way, Marina Del Ray, CA 90292 (the “Subsidiary”) pursuant to that certain Stock Purchase Agreement, dated as of April ___, 2008 (the “Acquisition Agreement”) among the Company, the Subsidiary, Richard L. Kaplan and Hana E. Kaplan Inter Vivos Trust Agreement dated 1/29/97 as amended and restated 1//10/03 (the “Trust”) and Anthony Delfino (“Delfino” and together with the Trust, the “Sellers”).

C.

The Holders have agreed to consent to the acquisition of the Subsidiary, provided that the Company joins with the Holders in the execution of this Agreement and satisfies the conditions precedent set forth herein, including, without limitation, the execution by the Subsidiary of a Guaranty of the Obligations.

1.

Consent. The Holders hereby consent to the acquisition of the Subsidiary on the terms set forth in the Acquisition Agreement, and the acquisition of the Subsidiary shall be deemed to be a Permitted Acquisition.

2.

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

(a)

Schedule 1(a) to the SPA is hereby deleted in its entirety and the attached Schedule 1(a) is substituted therefor.

(b)

Schedule 4.6 to the SPA is hereby deleted in its entirety and the attached Schedule 4.6 is substituted therefor.

3.

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 costs in connection with this Agreement and the Modification Documents (as defined below), including 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 satisfactory to the Collateral Agent or, if applicable, as required by the terms and conditions of the SPA:

a Securities Pledge Agreement executed by the Company and by the Subsidiary;

(ii)

an Amendment No. 1 to Intercreditor Agreement executed by the Company and by the Senior Creditor;

(iii)

copies of the Stock Certificate and the Stock Power executed in blank by the Company in favor of the Senior Creditor with respect to the stock of the Subsidiary;

(iv)

Seller Subordination Agreements executed by each seller of the equity interests in the Subsidiary;

a Perfection Certificate executed by the Subsidiary;

a Guaranty in favor of the Collateral Agent and the Holders executed by the Subsidiary;

a Security Agreement executed by the Subsidiary in favor of the Collateral  Agent and the Holders; and

(viii)

any other documents the Collateral Agent deems necessary to effectuate this amendment to the SPA.

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

4.

The Company hereby represents and warrants that: (i) its representations and warranties set forth in the SPA are true 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 the 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) after giving effect to the acquisition of the Subsidiary 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; (v) the Company and the Subsidiary 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 Subsidiary, as applicable, enforceable in accordance with their terms; (vii) the execution, delivery and performance thereof will not violate any provision of any existing law or regulation applicable to the Company or the Subsidiary 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.

If the Company fails to comply with all 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 other Financing Agreements.

Woodside Capital Management,LLC, its Manager

By:

 

Name: Daphne Firth

 

Title:

By:

By:

By:

 

Name: Daphne Firth

 

Title:

By:

/s/ Darren S. Lane

Name: Darren S. Lane

Title: Operating Officer

By:

Woodside Capital Management, LLC, its Manager

By:

Name: Daphne Firth

Title:

By:

Name: Steven Ross

Title: CEO

COMPLETE INVESTMENT  MANAGEMENT, INC. OF  PHILADELPHIA

NATIONAL ACTUARIAL PENSION  SERVICES, INC.

PENSION ADMINISTRATION SERVICES,  INC.

SOUTHEASTERN PENSION SERVICES,  INC.

VALLEY FORGE CONSULTING  CORPORATION

By:

/s/Steven Ross

 

Name: Steven Ross

 

Title: CEO

For the Company’s and its Subsidiaries’ four fiscal quarter period ending June 30, 2008, an amount equal to:

$363,945.04

For the Company’s and its Subsidiaries’ four fiscal quarter period ending September 30, 2008, an amount equal to:

$259,517.79

For the Company’s and its Subsidiaries’ four fiscal quarter period ending December 31, 2008, an amount equal to:

$124,841.55

NY

PA

MA

CA

NY

PA

Doyle Barnett Associates, Inc. (merged into Benefit Management Inc.)

NY

NJ

RI

PA

TX

WA

PA

CT

CT

FL

NJ

PA

PA 

Valley Forge Consulting Corporation PA

V.F. Associates, Inc.PA

PA

DE 

(d/b/a Benefit Planning, Inc.)

CA