STOCK
      TRANSFER AGREEMENT

     

    THIS
      STOCK TRANSFER AGREEMENT
      (“Agreement”)
      dated
      October 30, 2008 among IBF Fund Liquidating LLC, a Delaware limited liability
      company (“IBF”),
      National Investment Managers Inc., a Florida corporation (“NIM”),
      DCI
      Master LDC (“DCI”),
      and
      Duncan Capital Group LLC (“DCG”).
      Capitalized terms used in this Agreement but not otherwise defined shall have
      the meanings assigned to them in the Put Agreement (as defined below).


     

    WHEREAS,
      American Benefit Resources, Inc., IBF, DCI, and DCG, entered into a Put
      Agreement, dated November 30, 2005 (the “Put
      Agreement”);

     

    WHEREAS,
      NIM, DCI, and DCG entered into an Agreement, dated December 20, 2006, whereby
      NIM agreed to make whole DCI and DCG with respect to obligations DCI or DCG
      may
      owe to IBF regarding the purchase of NIM shares pursuant to the Put Agreement
      (the “NIM
      Agreement”); 

     

    WHEREAS,
      on November 30, 2007, NIM , DCI, and DCG entered into an amendment to the NIM
      Agreement (the “Amendment”)
      whereby DCI and DCG agreed to sell the NIM Shares to NIM in the event that
      IBF
      exercises its put;

     

    WHEREAS,
      in a letter dated August 21, 2008, IBF notified DCI and DCG that IBF intended
      to
      exercise its rights pursuant to Section 2(a) of the Put Agreement; 

     

    WHEREAS,
      NIM intends to honor its obligations under the NIM Agreement and the Amendment
      and DCI and DCG have no objection to NIM acquiring the NIM Shares; 

     

    WHEREAS,
      IBF is willing to accept performance by NIM of the obligations of DCI and DCG
      under the Put Agreement; and

     

    WHEREAS,
      IBF, NIM, DCI and DCG wish to close the purchase of the NIM Shares whereby
      IBF
      will deliver the NIM Shares together with medallion guaranteed stock powers
      (the
“IBF
      Deliverables”)
      to NIM
      in consideration of NIM’s payment of $1,000,000 to IBF (the “NIM
      Payment”).

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants, conditions
      and promises contained herein, the parties agree as follows:

     

    
      	 	
              1.

            	
              The
                date of the closing of the purchase of the NIM shares by NIM from
                IBF and
                the delivery of the NIM Payment to IBF by NIM shall be October 30,
                2008
                (the “Closing
                Date”).
                

            


    

     

    
      	 	
              2.

            	
              On
                the Closing Date, IBF will (a) deliver the IBF Deliverables to NIM’s
                attorney, on behalf of NIM, at the Law Offices of Stephen M. Fleming,
                PLLC, 403 Merrick Avenue, 2nd
                Avenue, East Meadow, New York 11569 and (b) NIM will wire to IBF
                the NIM
                Payment in accordance with the wire instructions set forth on Exhibit
                A.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              3.

            	
              Except
                as expressly provided herein, nothing herein shall in any way modify
                the
                terms of the Put Agreement or release any obligations of DCI and
                DCG
                thereunder in the event that NIM shall fail to perform their obligations
                to IBF thereunder.

            


    

     

    
      	 	
              4.

            	
              Notwithstanding
                anything herein to the contrary, all actions to be taken and all
                documents
                to be executed and delivered by all parties at the Closing Date will
                be
                deemed to have been taken and executed simultaneously, and no action
                will
                be deemed to have been taken nor documents executed or delivered
                until all
                have been taken, executed and delivered.


            


    

     

    
      	 	
              5.

            	
              This
                Agreement may be executed (including by facsimile transmission) with
                counterpart signature pages or in two or more counterparts, each
                of which
                shall be deemed an original but all of which together shall constitute
                one
                and the same instrument.

            


    

     

     

     

    (Intentionally
      Blank; Signatures to Follow)

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date set
      forth in the first paragraph above.

     

    

      
        	
                IBF
                  Fund Liquidating LLC

              	
                National
                  Investment Managers Inc.

              
	 	 
	
                By:/s/
                  Arthur J. Steinberg 

              	
                By:/s/Steven
                  Ross

              
	 	 
	
                Name:
                  Arthur J. Steinberg

              	
                Name:
                  Steven Ross 

              
	 	 
	
                Title:
                  Manager

              	
                Title:
                  CEO

              
	 	 
	 	 
	 	 
	
                DCI
                  Master LDC 

              	
                Duncan
                  Capital Group LLC

              
	 	 
	 	 
	
                By:/s/
                  Alex Clug

              	
                By:/s/
                  Michael Crow

              
	 	 
	
                Name:
                  Alex Clug

              	
                Name:
                  Michael Crow

              
	 	 
	
                Title:
                  Director 

              	
                Title:
                  CEO

              


      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
      A
      - IBF Wire Instructions

     

    


    • Citibank,
      N.A. 

    • 34th
      Street Branch New York, New York 

    • ABA
      Routing No.: 021-000089
      

    • Account
      Name: IBF
      Fund
      Liquidating LLC 

    • Account
      Number: 0074664299