Exhibit
      10.88

     

    ADDENDUM
      to EMPLOYMENT AGREEMENT

     

    This
      Addendum provision (“Addendum”) is for the Employment Agreement (“Agreement”)
      entered into as of March 15, 2007 (“Effective Date”) between National Investment
      Managers Inc. (“Company”) and John M. Davis (“Executive”). This addendum is
      specific to the second term (4/1/08 - 3/31/09) of the Agreement and is entered
      into as of April 1, 2008 (“Effective Date”).

     

    RECITALS

     

    Company
      wishes to retain Executive as its President and Chief Operating Officer, and
      Executive wishes to continue such employment under the terms and conditions
      set
      forth in the Agreement with the following revisions effective for the second
      term.

     

    IT
      IS AGREED
      that the
      following changes/revisions for the second term of the Agreement, are effective
      as follows:

     

    1.  Base
      Salary.
      Executive shall be paid a base salary of Three Hundred Thousand Dollars
      ($300,000) per annum for the term payable, less applicable withholding, in
      equal
      monthly payments or more frequently in accordance with Company’s regular
      practice. 

     

    2.  
      Bonus - A.
      Executive shall be eligible to receive an incentive bonus targeted at fifty
      percent (50%) of Executive’s base salary: 

     

    50%
      based
      upon the achievement of 2008 EBITDA SBC of $12,005,543.00.

     

    50%
      based
      upon attainment of MBOs to be established by the Chief Executive
      Officer.

    


    3.  Bonus
      - B.
      Executive shall be eligible to receive an additional incentive bonus of $100,000
      upon an eligible change of control (as defined in the Agreement) OR
      the
      attainment of Thirteen Million Five Hundred Thousand Dollars ($13,500,000)
      adjusted EBITDA SBC for the trailing 12 months at June 30, 2008 or comparable
      enterprise valuation, payable within 45 days after the occurrence of either
      event. 

     

    4.  Stock
      Options.
      Executive shall receive an option grant to purchase 200,000 shares of the
      Company stock at $0.61 which shall be issued upon the effective date of this
      Addendum to the Agreement. The options shall vest at the rate of one hundred
      thousand (100,000) options every six (6) months for the twelve month period
      (April 18, 2008 to April 17, 2009) immediately following the date of grant,
      provided that Optionee continues as a full-time employee of the Company;
      however, this option shall vest immediately upon a change in control (as defined
      in the Employment Agreement).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    The
      parties have executed this Addendum to the Agreement as of the Effective
      Date.

     

    
      	 	 	 
	 
 	 
 	 
 
	 	By:  	/s/ John
              M.
              Davis
	 	Name:	
              
John
              M. Davis
	 	Title:	President and Chief
              Operating
              Officer


    

     

    
      	 	 	 
	 	National
              Investment Managers Inc.
	 
 	 
 	 
 
	 	By:  	/s/ Steven
              Ross
	 	Name:	
              
Steven
              Ross
	 	Title:	Chief Executive Officer
              and
              Director