WOODSIDE
      CAPITAL PARTNERS V, LLC

    WOODSIDE
      CAPITAL PARTNERS V 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:

            	
              Securities
                Purchase and Loan Agreement


            


    

     

    Ladies
      and Gentlemen:

     

    We
      refer
      to (a) 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 V, the “Assignees”)
      (Woodside IV, Woodside IV QP, Woodside V and Woodside V QP are collectively
      referred to herein as the “Holders”),
      Woodside Agency Services, LLC, as Collateral Agent, and National Investment
      Managers Inc. (the “Company”);
      (b)
      that certain Fee Agreement, dated as of November 30, 2007 (the “Fee
      Agreement”)
      among
      the Company and the Holders; (c) that certain Contingent Interest Payment
      Agreement, dated as of November 30, 2007 (the “CIP
      Agreement”)
      among
      the Company and the Holders; and (d) those certain Warrants (evidenced by
      Warrant Certificate Numbers WC-3, WC-6 and WC-9) issued to Woodlands
      Commercial Bank (f/k/a Lehman
      Brothers Commercial Bank) (“Woodlands”)
      on
      November 30, 2007 and subsequently assigned by Woodlands to the Assignees and
      reissued as Warrant Certificate Numbers WC-10, WC-11, WC-12, WC-13, WC-14 and
      WC-15 (the “Assigned
      Warrants”).
      Capitalized terms used herein without definition shall have the meanings
      assigned to such terms in the Securities Purchase Agreement.

     

    Notwithstanding
      anything contained in the Securities Purchase Agreement, the Fee Agreement,
      the
      CIP Agreement, the Assigned Warrants or any other Financing Agreement to the
      contrary, in the event that a Capital Transaction is consummated on or prior
      to
      May 4, 2009, each Assignee hereby agrees that it shall (a) surrender each of
      the
      Assigned Warrants held by it to the Company for cancellation and (b) forfeit
      its
      right to receive its portion of the CIP Amount (as defined in the CIP Agreement)
      assigned to it by Woodlands
      and
      the
      Fee Amount (as defined in the Fee Agreement) assigned to it by Woodlands.
      For the
      avoidance of doubt, the provisions of this paragraph shall only apply to the
      Assigned Warrants and the portion of the CIP Amount and Fee Amount assigned
      to
      the Assignees by Woodlands
      and
      shall not apply to any other Warrants issued to any Holder or any other portion
      of the CIP Amount and Fee Amount owing to any Holder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Any
      notice pursuant to this Agreement to the Company or any Assignee 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 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

            


    

     

     

    Acknowledged
      and Agreed:

    


    


    NATIONAL
      INVESTMENT MANAGERS INC.

    


     

    By: /s/Steven
      Ross

    Name:
      Steven Ross

    Title:
      CEO

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    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

    


    


    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