WOODSIDE
      CAPITAL PARTNERS V, LLC

    WOODSIDE
      CAPITAL PARTNERS V QP, LLC

    WOODSIDE
      CAPITAL PARTNERS IV, LLC

    WOODSIDE
      CAPITAL PARTNERS IV QP, LLC

    


    25
      Mall
      Road

    Burlington,
      MA 01803

    


    


    


    November
      3, 2008

    National
      Investment Managers Inc.

    485
      Metro
      Place South, Suite 275

    Dublin,
      OH 43017

    Attn:
      Steven J. Ross, Chief Executive Officer

    


    


    
      	 	
              Re:

            	
              Consulting
                Fee Arrangements 

            


    

     

    Ladies
      and Gentlemen:

     

    We
      refer
      to that certain Securities Purchase and Loan Agreement, dated as of November
      30,
      2007 (as amended, modified, or supplemented from time to time, the “Securities
      Purchase Agreement”),
      by
      and among Woodside Capital Partners IV, LLC (“Woodisde
      IV”),
      Woodside Capital Partners IV QP, LLC (“Woodisde
      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 Brothers Commercial Bank) (“Woodside
      V QP”,
      and
      together with Woodside IV, Woodside IV QP and Woodside V, the “Holders”),
      Woodside Agency Services, LLC, as Collateral Agent, and National Investment
      Managers Inc. (the “Company”).
      Capitalized terms used herein without definition shall have the meanings
      assigned to such terms in the Securities Purchase Agreement.

     

    In
      consideration of the Holders’ support of the Company’s capital requirements and
      the Holders’ assistance with the Company’s evaluation and implementation of its
      strategic objectives, the Company hereby agrees that, in the event that a
      Capital Transaction is consummated on or prior to May 4, 2009, the
      Company will pay to the Holders a consulting fee in an amount equal to
      $1,000,000, which consulting fee shall be due
      and
      payable in cash upon the consummation of the Capital Transaction and shall
      be
      due and payable without offset, counterclaim, deduction or withholding. The
      Holders shall be entitled to allocate the consulting fee among themselves as
      they may agree. 

     

    In
      the
      event that any portion of such consulting fee is not paid pursuant to the terms
      hereof, interest shall accrue on such unpaid portion from the day immediately
      following the day on which the same is due and payable until the date that
      such
      unpaid amount, and all interest accrued thereon, has been paid in full in cash,
      at the rate of 18% per annum, compounded on a quarterly basis to the extent
      permitted by law and payable on demand.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Company hereby agrees that it shall not enter into any document, instrument
      or
      agreement which would in any manner restrict the Company's ability to pay to
      the
      Holders the consulting fee when due and payable. 

     

    Any
      notice pursuant to this Agreement to the Company or any Holder shall be in
      writing and shall be deemed to have been duly given (a) if mailed by certified
      or registered mail, postage prepaid, return receipt requested, when received,
      (b) if by facsimile transmission, when electronic confirmation of receipt is
      received, and (c) if by overnight courier, when receipted for, in each case
      when
      addressed to them at their respective addresses set forth above (or such other
      address as any of them may designate by written notice to the others, in
      accordance herewith).

     

    THE
      COMPANY HEREBY AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS
      IN
      AND OF THE COMMONWEALTH OF MASSACHUSETTS OVER ANY SUIT, ACTION OR PROCEEDING
      EXISTING UNDER OR RELATING TO THIS LETTER AGREEMENT, AND CONSENTS THAT SERVICE
      OF PROCESS WITH RESPECT TO ALL COURTS IN AND OF THE COMMONWEALTH OF
      MASSACHUSETTS MAY BE MADE BY REGISTERED MAIL TO IT AT ITS ADDRESS DETERMINED
      PURSUANT TO THE
      IMMEDIATELY PRECEDING PARAGRAPH.

    


    THIS
      LETTER AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND MAY
      BE
      EXECUTED IN ANY NUMBER OF COUNTERPARTS WHICH TOGETHER SHALL CONSTITUTE ONE
      INSTRUMENT AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      DOMESTIC SUBSTANTIVE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT GIVING
      EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE
      THE
      APPLICATION OF THE DOMESTIC SUBSTANTIVE LAWS OF ANY OTHER STATE, AND SHALL
      BIND
      AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS
      AND ASSIGNS.

    


    THE
      COMPANY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION
      OR
      CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS LETTER AGREEMENT,
      ANY
      RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY OF SUCH RIGHTS OR
      OBLIGATIONS. 

    


    This
      letter agreement is, as further described in Section 3.6 of the Securities
      Purchase Agreement, secured by the Collateral pledged pursuant to the Security
      Documents. Each Holder is entitled to enforce the provisions of the Securities
      Purchase Agreement and to enjoy the benefits thereof, and of the Security
      Documents and other Financing Agreements, and may exercise the respective
      remedies provided for hereby and thereby or otherwise available in respect
      hereof and thereof, all in accordance with the respective terms
      thereof.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
      letter agreement shall constitute a Financing Agreement under the Securities
      Purchase Agreement, and all obligations included in this letter agreement shall
      constitute Obligations and be secured by the Collateral.

    


    This
      letter agreement sets forth the entire understanding of the parties hereto
      with
      respect to the matters set forth herein. The rights and remedies herein provided
      are cumulative and not exclusive of any remedies provided by law or any other
      agreement. The invalidity or unenforceability of any one or more sections of
      this letter agreement shall not affect the validity or enforceability of its
      remaining provisions. Captions are for the ease of reference only and shall
      not
      affect the meaning of the relevant provisions. The meanings of all defined
      terms
      used in this letter agreement shall be equally applicable to the singular and
      plural forms of the terms defined.

     

    This
      letter agreement may be executed in any number of counterparts, and all such
      counterparts shall together constitute but one instrument. In making proof
      of
      this letter agreement it shall not be necessary to produce or account for more
      than one counterpart signed by each party hereto by and against which
      enforcement hereof is sought. Any signature delivered by a party by facsimile
      transmission or other electronic method of transmission (including without
      limitation in “pdf” format) shall be deemed to be an original signature
      hereto.

     

    [Signature
      page follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	Sincerely yours,
	 	 
	 	
              WOODSIDE
                CAPITAL PARTNERS V, LLC

               

              By:
                Woodside Opportunity Partners II, LLC, its Manager

              By:
                Woodside Capital Management, LLC, its Manager

            
	 	 
	 	
            
	 	By:  /s/David Ray
	 	
              Name:
                David Ray

              Title:
                Executive Vice President

            
	 	 
	 	
              WOODSIDE
                CAPITAL PARTNERS V QP, LLC

               

              By:
                Woodside Opportunity Partners II, LLC, its Manager

              By:
                Woodside Capital Management, LLC, its Manager

            
	 	 
	 	
              By: 
                /s/David Ray

              Name:
                David Ray

              Title:
                Executive Vice President

            
	 	 
	 	
              WOODSIDE
                CAPITAL PARTNERS IV, LLC 

              


              By:
                Woodside Opportunity Partners, LLC, its Manager

              By:
                Woodside Capital Management, LLC, its
                Manager 

            
	 	 
	 	
              By:/s/David
                Ray

              Name:
                David Ray

              Title:
                Executive Vice President 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              WOODSIDE
                CAPITAL PARTNERS IV QP, LLC

              


              By:   
                Woodside Opportunity Partners, LLC, its Manager

              By:   Woodside
                Capital Management, LLC, its Manager

            
	 	 
	 	
              By: 
                /s/David Ray

              Name:
                David Ray

              Title:
                Executive Vice President

            


    

     

    


    Acknowledged
      and Agreed:

    


    


    NATIONAL
      INVESTMENT MANAGERS INC.

    


     

    By: /s/Steven
      Ross

    Name:
      Steven Ross

    Title:
      CEO

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    WOODSIDE
      AGENCY SERVICES, LLC,
      as
      Collateral Agent

    


    By:
      Woodside Capital Management, LLC, its Manager

    


    By: 
      /s/David Ray

    Name:
      David Ray

    Title:
      Executive Vice President