EXECUTION VERSION

                                                                    CONFIDENTIAL


                            ASSET PURCHASE AGREEMENT

                                     between

                        NATIONAL INVESTMENT MANAGERS INC.

                                       and

                        AMERICAN BENEFIT RESOURCES, INC.


                          Dated as of November 1, 2005

<PAGE>

                                TABLE OF CONTENTS

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ARTICLE I DEFINITIONS................................................................................4

ARTICLE II PURCHASE AND SALE OF ASSETS; CLOSING.....................................................10
            Section 2.1    Sale and Transfer of Assets..............................................10
            Section 2.2    Assumed Liabilities......................................................11
            Section 2.3    Excluded Liabilities.....................................................12
            Section 2.4    Purchase Price; Allocation; Deposit......................................12
            Section 2.5    Closing; Closing Date....................................................13
            Section 2.6    Deliveries and Actions at Closing........................................13
            Section 2.7    Adjustment...............................................................15

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER............................................16
            Section 3.1    Status and Authority.....................................................16
            Section 3.2    No Conflicts.............................................................16
            Section 3.3    Title to Assets..........................................................17
            Section 3.4    Subsidiaries.............................................................17
            Section 3.5    Financial Statements.....................................................17
            Section 3.6    Absence of Undisclosed Liabilities.......................................18
            Section 3.7    Properties...............................................................18
            Section 3.8    Employees................................................................18
            Section 3.9    Employee Benefit Plans...................................................19
            Section 3.10   Contracts................................................................19
            Section 3.11   Insurance................................................................20
            Section 3.12   Governmental Authorizations; Compliance with Law.........................20
            Section 3.13   Litigation; Compliance with Laws.........................................20
            Section 3.14   Condition of Tangible Personal Property..................................21
            Section 3.15   Intellectual Property....................................................21
            Section 3.16   Taxes....................................................................21
            Section 3.17   Environmental Matters....................................................21
            Section 3.18   Permits..................................................................23
            Section 3.19   Absence of Changes.......................................................23
            Section 3.20   Brokers..................................................................23
            Section 3.21   Accounts Receivable......................................................23
            Section 3.22   Computer Software........................................................24
            Section 3.23   Transactions with Affiliates; No Conflicting Shareholder Interests.......24
            Section 3.24   Books and Records........................................................24
            Section 3.25   Improper Payments........................................................24
            Section 3.26   Additional Information Regarding Banking Matters.........................25
            Section 3.27   Powers of Attorney.......................................................25

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER..............................................25
            Section 4.1    Corporate Status and Authority...........................................25
            Section 4.2    No Conflicts.............................................................25
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                                       i
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<S>         <C>                                                                                    <C>
            Section 4.3    Brokers..................................................................26
            Section 4.4    Investment Intent........................................................26
            Section 4.5    Funding..................................................................26

ARTICLE V COVENANTS AND AGREEMENTS..................................................................26
            Section 5.1    Conduct of Business......................................................26
            Section 5.2    Court Approval...........................................................27
            Section 5.3    Restricted Cash..........................................................27
            Section 5.4    Expenses.................................................................28
            Section 5.5    Publicity................................................................28
            Section 5.6    Preservation of Records..................................................28
            Section 5.7    Further Assurances.......................................................28
            Section 5.8    Assignment of Assigned Contracts.........................................28
            Section 5.9    Required Consents........................................................29
            Section 5.10   Name Change..............................................................29
            Section 5.11   Deposit Escrow Agreement.................................................29
            Section 5.12   Employment Agreements....................................................29
            Section 5.13   Indemnification Escrow Agreement.........................................29
            Section 5.14   A/R Escrow Agreement.....................................................29
            Section 5.15   Assumption Agreement.....................................................29
            Section 5.16   Registration Rights Agreement............................................29
            Section 5.17   Put Agreement............................................................29
            Section 5.18   A/R Collections..........................................................29
            Section 5.19   No Negotiation...........................................................30
            Section 5.20   Notice of Events.........................................................30
            Section 5.21   Transfer Taxes...........................................................31
            Section 5.22   Buyer's Investigation....................................................31
            Section 5.23   Payoff Letters...........................................................31

ARTICLE VI CONDITIONS PRECEDENT TO THE OBLIGATION OF THE BUYER TO CLOSE.............................31
            Section 6.1    No Orders................................................................32
            Section 6.2    Court Approval...........................................................32
            Section 6.3    Representations and Warranties...........................................32
            Section 6.4    Performance..............................................................32
            Section 6.5    Indemnification Escrow Agreement.........................................32
            Section 6.6    A/R Escrow Agreement.....................................................32
            Section 6.7    Bill of Sale.............................................................32
            Section 6.8    Assignment of Trademarks.................................................32
            Section 6.9    Required Consents........................................................32
            Section 6.10   No Material Adverse Effect...............................................33

ARTICLE VII CONDITIONS PRECEDENT TO THE OBLIGATION  OF THE SELLER TO CLOSE..........................33
            Section 7.1    No Orders................................................................33
            Section 7.2    Court Approval...........................................................33
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                                       ii
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            Section 7.3    Representations and Warranties...........................................33
            Section 7.4    Performance..............................................................33
            Section 7.5    Indemnification Escrow Agreement.........................................33
            Section 7.6    A/R Escrow Agreement.....................................................33
            Section 7.7    Assumption Agreement.....................................................33
            Section 7.8    Registration Rights Agreement............................................33
            Section 7.9    Put Agreement............................................................33
            Section 7.10   Required Consents........................................................33

ARTICLE VIII SURVIVAL; INDEMNIFICATION..............................................................34
            Section 8.1    Survival.................................................................34
            Section 8.2    Indemnification of Buyer Indemnitees.....................................34
            Section 8.3    Indemnification of Seller Indemnitees....................................34
            Section 8.4    Exclusive Remedy.........................................................34
            Section 8.5    Limitations on Indemnification of Buyer Indemnitees......................35
            Section 8.6    Limitations on Indemnification of Seller Indemnitees.....................35
            Section 8.7    Procedures...............................................................35
            Section 8.8    Adjustment to Purchase Price.............................................38

ARTICLE IX TERMINATION..............................................................................38
            Section 9.1    Termination..............................................................38
            Section 9.2    Effect of Termination....................................................39

ARTICLE X MISCELLANEOUS.............................................................................40
            Section 10.1   Consent to Jurisdiction; Service of Process; Waiver of Jury Trial........40
            Section 10.2   Notices..................................................................40
            Section 10.3   Entire Agreement.........................................................41
            Section 10.4   Waivers and Amendments...................................................41
            Section 10.5   Governing Law............................................................42
            Section 10.6   Binding Effect; Assignment...............................................42
            Section 10.7   Usage....................................................................42
            Section 10.8   Articles and Sections....................................................42
            Section 10.9   Interpretation...........................................................42
            Section 10.10  Severability of Provisions...............................................42
            Section 10.11  No Third Party Beneficiaries.............................................42
            Section 10.12  Counterparts.............................................................43
            Section 10.13  Further Assurances.......................................................43
            Section 10.14  Exhibits and Schedules...................................................43
            Section 10.15  Enforcement of Agreement.................................................43
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                                       iii
<PAGE>

                            ASSET PURCHASE AGREEMENT

            This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of November 1, 2005, by and between National Investment Managers Inc., a
Florida  corporation  (the "Buyer"),  and American  Benefit  Resources,  Inc., a
Connecticut corporation (the "Seller").

                                    RECITALS

            (a) The Seller and its  Subsidiaries  (as defined below) are engaged
in the  business of  providing  comprehensive  retirement  services to small and
medium-sized companies ("Seller's Business").

            (b) The Seller wishes to sell to the Buyer,  and the Buyer wishes to
purchase, substantially all of the assets of Seller.

            (c) Upon the terms and subject to the  conditions  set forth in this
Agreement (the "Asset Purchase"), the Buyer will purchase the Assets (as defined
below) and will assume the Assumed Liabilities (as defined below).

            (d)  The  parties  to  this   Agreement   desire  to  make   certain
representations,  warranties,  covenants and  agreements in connection  with the
Asset Purchase and also to prescribe certain conditions to the Asset Purchase.

            Accordingly,   in  consideration  of  the  mutual   representations,
warranties,  covenants and agreements contained in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

            For all purposes of this Agreement,  the terms set forth below shall
have the respective meanings set forth in this Article I:

            "ABR Contracts" has the meaning set forth in Section 3.10.

            "Accounts Receivable" means all trade accounts receivable (including
without  limitation,  accounts  receivable  of the type  recorded  by  Seller as
"unearned  revenue,"  consistent with past  practices) and all notes,  bonds and
other  evidences  of  indebtedness  and  rights to receive  payment,  including,
without  limitation,  rebates,  refunds and similar  payments and any other item
that would be  characterized as an account or note receivable in accordance with
GAAP.

            "Action" means any action, suit, litigation, arbitration, proceeding
or hearing conducted or heard by or before, or otherwise involving, any court or
other Governmental Body or authority or any arbitrator or arbitration panel.


                                       4
<PAGE>

            "Affiliate"  means,  with  respect to any Person,  any other  Person
controlling,  controlled by or under common  control with such Person.  The term
"control"  (including,  with correlative  meaning, the terms "controlled by" and
"under common control  with"),  as applied to any Person,  means the possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management and policies of such Person,  whether through the ownership of voting
or other securities, by contract or otherwise.

            "A/R Escrow  Agreement"  means an escrow  agreement by and among the
Buyer,  the  Seller and the Escrow  Agent  substantially  in the form of Exhibit
5.14, to be executed and delivered at the Closing.

            "A/R  Escrow  Amount"  means an  amount  equal to the  excess of the
Overdue A/R over the sum of (a) the reserves  established by Seller for Accounts
Receivable as reflected in the books and records of the Seller as of the Overdue
A/R  Measurement  Date,  and (b) the aggregate  amount in respect of Overdue A/R
collected between the Overdue A/R Measurement Date and the Closing Date.

            "A/R Collection Period" has the meaning set forth in Section 5.18.

            "Arbitration  Firm" means Friedman,  Alpern & Green, LLP or, if such
firm is unable or unwilling to act, such other nationally recognized independent
public accounting firm as shall be agreed upon by Buyer and Seller in writing.

            "Asset Purchase" has the meaning set forth in the Recitals.

            "Assets" has the meaning set forth in Section 2.1.

            "Assigned Contracts" has the meaning set forth in Section 2.1(d).

            "Assumed Liabilities" has the meaning set forth in Section 2.2.

            "Assumed Notes" has the meaning set forth in Section 2.3(a).

            "Assumption Agreement" has the meaning set forth in Section 5.15.

            "Balance  Sheet"  means the audited  consolidated  balance  sheet of
Seller as of December 31, 2004.

            "Basket" has the meaning set forth in Section 8.5(a).

            "Bill of Sale" has the meaning set forth in Section 6.7.

            "Business Day" means a day other than Saturday, Sunday or any day on
which banks located in New York,  New York are authorized or obligated by law to
close.

            "Buyer Indemnitees" has the meaning set forth in Section 8.2(a).

            "Cash Portion" has the meaning set forth in Section 2.4(a)(i).

            "Claims Notice" has the meaning set forth in Section 8.7(a).


                                       5
<PAGE>

            "Closing" has the meaning set forth in Section 2.5.

            "Closing Date" has the meaning set forth in Section 2.5.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Confidentiality  Agreement"  means the  Confidentiality  Agreement,
dated as of March 3, 2005,  between  the Seller  and  Duncan  Capital  Financial
Group.

            "Contract" means any contract,  lease,  license,  agreement or other
legally binding commitment.

            "Court  Approval"  means the entry of an order of the United  States
Bankruptcy  Court  for  the  Southern  District  of New  York  approving  of the
execution and delivery of this  Agreement and of the  transactions  contemplated
hereby substantially in the form attached hereto as Exhibit A.

            "Credit  Line" means the Loan and  Security  Agreement,  dated as of
September  ___,  2004,  between  EuroAmerican  Investment  Corp. and the Seller,
BPI/PPA, Inc., Benefit Management, Inc. and National Associates, Inc.

            "Damages" has the meaning set forth in Section 8.2.

            "Deposit" has the meaning set forth in Section 2.4(c).

            "Deposit Escrow Agreement" means the Deposit Escrow Agreement, dated
as of the date hereof, by and among the Buyer, the Seller and the Escrow Agent.

            "Dispute Notice" has the meaning set forth in Section 8.7(b)(i).

            "Dispute Period" has the meaning set forth in Section 8.7(b)(i).

            "Earnest Money" has the meaning set forth in Section 2.4(c).

            "Employment Agreement" means the employment agreement by and between
Buyer or Buyer's designee(s) and Mr. Ehud D. Laska described in Section 5.12.

            "Environmental  Laws" means any federal,  state or local laws, rules
or regulations relating to pollution or protection of the environment (including
ambient air, surface water,  ground water,  land surface or subsurface  strata),
including  but not  limited  to any law or  regulation  relating  to  emissions,
discharges or releases of, or otherwise relating to the manufacture, processing,
distribution,  importation,  use,  treatment,  storage,  disposal,  transport or
handling of, Hazardous Materials.

            "ERISA" has the meaning set forth in Section 3.9.

            "Escrow Agent" means JP Morgan Chase Bank, N.A.


            "Escrow Claim" has the meaning set forth in Section 8.7(b)(i).

            "Escrow   Claim  Notice"  has  the  meaning  set  forth  in  Section
8.7(b)(i).


                                       6
<PAGE>

            "Excluded Liabilities" has the meaning set forth in Section 2.3.

            "Final Net Liabilities" has the meaning set forth in Section 2.7(a).

            "Financial  Statements" means (a) the audited consolidated financial
statements  of the Seller as of December  31, 2003 and December 31, 2004 and for
the years then ended,  including a  consolidated  balance  sheet, a consolidated
statement of operations  and a  consolidated  statement of cash flows,  together
with the notes to such financial  statements and the unqualified  report thereon
of Eisner LLP,  independent  certified public accountants;  and (b) the Seller's
Interim Financial Statements.

            "GAAP" means United States generally accepted accounting principles,
consistently applied.

            "GAAP Liabilities" has the meaning set forth in Section 2.2(a).

            "Governmental  Bodies"  means  any  court,   tribunal,   arbitrator,
executive or regulatory authority, tax authority,  agency, commission,  official
or other instrumentality of the United States of America, any foreign country or
any domestic or foreign state,  county,  city,  municipality  or other political
subdivision.

            "Hazardous Materials" include chemicals,  pollutants,  contaminants,
wastes,  toxic substances,  petroleum and petroleum products and means materials
that meet the following  criteria:  (i) any solid,  liquid,  gas, or combination
thereof, including but not limited to asbestos or asbestos-containing materials,
vinyl chloride or chlorofluorocarbons,  that may impair the natural environment,
injure or damage  property or plant or animal life, harm or impair the health of
any individual,  or endanger  individual  safety,  public health and safety,  or
employee health,  which is (ii) regulated by or the subject of any Environmental
Law.

            "IBF" means IBF Fund Liquidating  LLC, a Delaware limited  liability
company.

            "Income Tax" means any federal, state, local or foreign Tax (as such
term is hereinafter  defined) that is (a) based upon,  measured by or calculated
with respect to income,  profits,  capital stock, net worth or receipts, in each
case whether gross,  net or adjusted  (including,  without  limitation,  capital
gains Taxes and minimum  Taxes),  or (b) based upon,  measured by or  calculated
with  respect  to  multiple  bases  (including,  without  limitation,  corporate
franchise  Taxes)  if one or more of the  bases on which  such Tax may be based,
measured or calculated with respect to, is described in clause (a), in each case
together with any interest,  penalties or additions to any Tax in respect of any
of the  foregoing,  whether  disputed or not, and any  obligation  to indemnify,
assume or  succeed  to the  liability  of any other  Person  in  respect  of the
foregoing  (including,  without limitation,  as a transferee pursuant to Section
6901 of the Code or otherwise) as a result of Treasury Regulation ss.1.1502-6 or
any  similar  provision  of  applicable  law, or as a result of a tax sharing or
similar agreement, arrangement or understanding.

            "Indemnification  Escrow  Agreement" means an agreement by and among
the Buyer, the Seller and the Escrow Agent  substantially in the form of Exhibit
5.13, to be executed and delivered at the Closing.


                                       7
<PAGE>

            "Indemnification Escrow Amount" means Eight Hundred Thousand Dollars
($800,000).

            "Indemnified Party" has the meaning set forth in Section 8.7(c).

            "Indemnifying Party" has the meaning set forth in Section 8.7(c).

            "Intellectual  Property"  has  the  meaning  set  forth  in  Section
3.15(b).

            "Interim  Financial  Statements"  means the  unaudited  consolidated
financial  statements  of the Seller as of  September  30, 2005 and for the nine
months then ended,  including  a  consolidated  balance  sheet,  a  consolidated
statement  of  operations  and a  consolidated  statement  of cash flows and the
consolidating  balance sheet of the Seller as of such date and the consolidating
statement of operations of the Seller for the period then ended.

            "Laws"  means any law,  statute,  rule,  regulation  or code issued,
enacted, promulgated or implemented by any Governmental Body.

            "Legal  Requirement"  of a  Person  means  any  Law,  or any  order,
judgment or other  direction  of a court,  arbitration  panel or other  tribunal
resolution or any Governmental  Body, or any other  Authorization  applicable to
such Person, or to any of its properties, assets or business.

            "Lien" means any lien, pledge, mortgage,  security interest, charge,
option, transfer restriction or other similar encumbrance.

            "Material Adverse Effect" means any event,  change or effect that is
materially  adverse to the  financial  condition or results of operations of the
Seller and the  Subsidiaries  taken as a whole,  other than  events,  changes or
effects:  (i)  resulting  from  general  economic  conditions;   (ii)  occurring
generally in the  industry in which the Seller does  business;  (iii)  resulting
from the  announcement  to  third-parties  and the  public  of the  transactions
contemplated  by this  Agreement;  (iv) resulting from changes in Laws after the
date hereof;  or (v) resulting  from an outbreak or  escalation  of  hostilities
involving any country where the Seller does  business,  the  declaration  by any
country  where the Seller does  business of a national  emergency or war, or the
occurrence of any acts of terrorism and any actions or reactions thereto.

            "Net  Liabilities"  means the excess of (i) the aggregate  amount of
GAAP Liabilities, excluding deferred tax liabilities,  constituting a portion of
the  Assumed  Liabilities  over  (ii) the book  value of the  Assets,  excluding
deferred tax assets and goodwill, each as of the Closing Date.

            "Net  Liabilities  Statement"  has the  meaning set forth in Section
2.7(a).

            "NIM Shares" has the meaning set forth in Section 2.4(a)(ii).

            "Notice" has the meaning set forth in Section 8.7(b)(i).

            "Notice  of  Disagreement"  has the  meaning  set  forth in  Section
2.7(b).


                                       8
<PAGE>

            "Order" means any order, judgment, injunction, award, decree or writ
handed down, adopted or imposed by any Governmental Body.

            "Organizational  Documents" means,  with respect to any entity,  the
certificate of incorporation,  operating agreement,  by-laws,  certificate(s) of
designation or other constitutional documents of such entity.

            "Overdue A/R" means the  aggregate  amount of  uncollected  Accounts
Receivable  (excluding  accounts  receivable  of the type  recorded by Seller as
"unearned  revenue,"  consistent  with past  practices) that are more than sixty
(60) days past due as of the Overdue A/R Measurement Date.

            "Overdue A/R Measurement Date" means the last day of the month ended
immediately prior to the Closing Date or, if the applicable  Accounts Receivable
information  is not available on the Closing Date,  the last day of the previous
month.

            "Parties"  means the parties to this  Agreement,  consisting  of the
Buyer and the Seller.

            "Permits"  or   "Authorizations"   means  all   licenses,   permits,
franchises, approvals, authorizations,  qualifications, concessions or the like,
issued or granted by any federal,  state,  local or foreign  Governmental  Body,
including,  without limitation,  SEC and NASD licenses and registrations,  or by
any  nongovernmental  entity  to any  Person  or which in any way  relate to the
business, operations, activities, properties and assets of such Person.

            "Person" means any  individual,  corporation,  partnership,  limited
liability  company,   limited  liability   partnership,   firm,  joint  venture,
association, trust, unincorporated organization or other entity.

            "Plans" has the meaning set forth in Section 3.9.

            "Purchase Price" has the meaning set forth in Section 2.4.

            "Put Agreement" has the meaning set forth in Section 5.17.

            "Registration Rights Agreement" has the meaning set forth in Section
5.16.

            "Required Consents" has the meaning set forth in Section 5.9.

            "Restricted Cash" has the meaning set forth in Section 2.1(k).

            "Securities Act" has the meaning set forth in Section 3.28.

            "Seller Indemnitees" has the meaning set forth in Section 8.3.

            "Seller Notes" has the meaning set forth in Section 2.2(b).

            "Seller's Business" has the meaning set forth in the Recitals.

            "Seller's   Disclosure   Schedule"  means  the  Disclosure  Schedule
prepared by Seller that is being delivered to the Buyer concurrently herewith.


                                       9
<PAGE>

            "Shares" has the meaning set forth in Section 2.1(b).

            "Subsidiary" or "Subsidiaries"  has the meaning set forth in Section
3.4.

            "Subsidiary Assets" has the meaning set forth in Section 3.3.

            "Systems" means material computer hardware and software,  including,
without limitation, application software data and database, applications and all
related documentation utilized in the Seller's Business.

            "Tangible  Property"  means  all  furniture,   fixtures,  equipment,
computers, office equipment and apparatus, tools and supplies, together with any
express or implied warranty by the manufacturers, sellers or lessors of any item
or  component  part  thereof and all  maintenance  records  and other  documents
relating thereto.

            "Tax Return"  means any  federal,  state,  local or foreign  return,
declaration,  report, claim for refund or credit, document, or other information
or filing  (including any schedule or exhibit thereto) that is filed or required
to be  supplied to any  Governmental  Body in respect of or relating to any Tax,
and any  amendment  thereof,  whether on a  consolidated,  combined,  unitary or
separate basis.

            "Tax" or "Taxes"  means any and all taxes,  charges,  fees,  levies,
deficiencies or other assessments of any nature whatsoever,  including,  without
limitation,  any  federal,  state,  local or  foreign  income,  gross  receipts,
license, payroll,  employment,  excise, severance,  stamp, occupation,  premium,
windfall  profits,  environmental  (pursuant  to  Section  59A  of the  Code  or
otherwise),  custom duties,  capital  stock,  net worth,  franchise,  recording,
employee's  income  withholding,  foreign  withholding,  social security (or its
equivalent),   unemployment,   disability,  real  property,  personal  property,
intangible property, sales, use, transfer, value added, occupancy, registration,
customs,  recording,  gains,  alternative or add-on minimum,  estimated or other
tax,  charge,  fee,  levy,  deficiency  or other  assessment of whatever kind or
nature, including any interest,  penalties or additions to tax in respect of the
foregoing,  whether disputed or not, and any obligation to indemnify,  assume or
succeed  to the  liability  of any other  Person  in  respect  of the  foregoing
(including, without limitation, as a transferee (pursuant to Section 6901 of the
Code or otherwise),  as a result of Treasury Regulations  ss.1.1502-6 or similar
provision  of  applicable  law,  or as a  result  of a tax  sharing  or  similar
agreement, arrangement or understanding).

            "Third-Party Claim" has the meaning set forth in Section 8.7(c).

                                   ARTICLE II

                      PURCHASE AND SALE OF ASSETS; CLOSING

      Section 2.1 Sale and Transfer of Assets. Upon the terms and subject to the
conditions  set forth in this  Agreement,  at the  Closing,  Seller  shall sell,
transfer, assign, convey and deliver to Buyer, and Buyer shall purchase, acquire
and accept from Seller,  all of Seller's right, title and interest in and to all
of  Seller's  property  and  assets,  real,  personal  or  mixed,   tangible  or
intangible, of every kind and description,  wherever located, including, but not
limited to, the following, but excluding any deferred tax assets and one or more
bank  accounts  to be opened by Seller  for the  purpose of  receiving  the Cash
Portion  (such  properties,  rights  and  assets  are  hereinafter  collectively
referred to as the "Assets"):


                                       10
<PAGE>

      (a) cash and cash equivalents of Seller;

      (b) all shares of  capital  stock of each  Subsidiary  owned by the Seller
(the "Shares");

      (c) all Accounts Receivable of Seller;

      (d) all Contracts to which Seller is a party (the "Assigned Contracts");

      (e) all Tangible Property owned or leased by Seller;

      (f) the real property  (including  buildings,  structures and improvements
located thereon, fixtures contained therein and appurtenances thereto) leased by
Seller;

      (g) all Intellectual  Property of the Seller,  including,  but not limited
to, American Benefit Resources, Inc.(TM) and RetireGold(TM);

      (h) all general, financial and personnel records, ledgers, sales invoices,
accounts and payable records,  files,  books and documents,  correspondence  and
other files and records,  including customer lists and sales records,  of Seller
pertaining to the Seller's Business;

      (i) all Permits of Seller (to the extent transferable);

      (j) all business  names,  including all of Seller's rights to use the name
"American Benefit Resources, Inc." and derivations thereof;

      (k)  restricted  cash held for the  benefit of clients  for  deposit  into
clients' accounts (the "Restricted Cash");

      (l) all claims against any third party (including, without limitation, the
Subsidiaries),  whether matured or unmatured, liquidated or unliquidated, direct
or  contingent,  arising out of,  resulting  from or relating to any  occurrence
prior to the Closing, including, without limitation, all rights under express or
implied  warranties and guarantees and other similar  contractual rights made by
third  parties  arising  out of,  resulting  from or  relating  to the  Seller's
Business or any of the Assets; and

      (m) all other assets and  property of Seller of whatever  kind and nature,
real or personal,  tangible or intangible, that are owned, leased or licensed by
Seller on the Closing Date.

      Section 2.2 Assumed  Liabilities.  Subject to the terms and conditions set
forth  in  this  Agreement,  at  the  Closing,  Buyer  shall  assume  all of the
liabilities  of  Seller,  other  than the  Excluded  Liabilities  (the  "Assumed
Liabilities"), including, without limitation, the following Assumed Liabilities:

      (a) the Credit Line,  which is to be included in the Assumed  Liabilities,
but paid by Buyer at Closing pursuant to Section 2.6(a)(iii);

      (b) all other  recorded  liabilities of the type that would be required to
be  included  on a  balance  sheet  prepared  in  accordance  with  GAAP  ("GAAP
Liabilities"),  including the outstanding seller note obligations of Seller (the
"Seller Notes"),  other than as set forth in Section 2.3(e) below; provided that
the amount of such liabilities to be assumed shall not exceed an amount equal to
the  difference  between (x)  $7,560,000 and (y) the amounts to be paid by Buyer
pursuant to Section 2.6(a)(iii); a schedule of the types of liabilities intended
to be covered by this Section 2.2(a) and the amounts as of September 30, 2005 is
attached as Schedule 2.2(a) of the Seller's Disclosure Schedule; and


                                       11
<PAGE>

      (c)  all  liabilities  to  perform  the  Assigned  Contracts  and  the ABR
Contracts following the Closing.

The Assumed  Liabilities shall be the sole responsibility of, and shall be paid,
performed and discharged solely by, Buyer.

      Section 2.3 Excluded  Liabilities.  The Excluded  Liabilities shall remain
the  sole  responsibility  of,  and  shall  be  retained,  paid,  performed  and
discharged  solely  by,  Seller.  "Excluded  Liabilities"  shall  mean  only the
following liabilities of Seller:

      (a) the aggregate  amount of all liabilities of Seller to IBF,  including,
without  limitation,  the  liabilities of Seller to IBF (including  interest and
penalties)  set forth in Schedule  2.3(a) of the Seller's  Disclosure  Schedule,
except for liabilities under the Promissory Note, dated August 31, 2005, made by
the Seller in favor of IBF in the original  principal amount of $350,000 and the
Promissory Note, dated September 30, 2005, made by the Seller in favor of IBF in
the original principal amount of $377,125 (the "Assumed Notes"); Buyer shall pay
to IBF all  amounts  due from  Seller  under the  Assumed  Notes at  Closing  in
accordance with Section 2.6(a)(iii);

      (b) GAAP  Liabilities  in  existence  on the Closing Date in excess of the
amount assumed pursuant to Section 2.2(b);

      (c) any deferred tax liabilities of the Seller and its Subsidiaries;

      (d)  liabilities  of Seller and its  Subsidiaries  under the  Credit  Line
(which  shall  however  be  repaid  by  Buyer at  Closing  pursuant  to  Section
2.6(a)(iii));

      (e) the aggregate  amount of the  installments of the  outstanding  Seller
Notes that have come due in accordance with their terms on or before the Closing
in excess of (i) $1,000,000 in the aggregate, minus (ii) the aggregate amount of
the  Assumed  Notes.  The  term  "Seller  Notes"  includes   Seller's   deferred
consideration  obligation  payable to Mr. John M. Doyle and Ms.  Sheila  Barnett
pursuant to the Stock Purchase  Agreement dated as of June 30, 2003 by and among
Investment & Benefit  Services,  Inc., Mr. Doyle, Ms. Barnett and  Doyle-Barnett
Associates,  Inc. in the amount of $125,000  notwithstanding that such amount is
not evidenced by a note; and

      (f)  liabilities  of Seller  under the  Employment  Agreement  dated as of
January 1, 2005 between  Seller and Mr.  Steven M. Salzman (as such  contract is
not being assigned to, or assumed by, Buyer).

      Section 2.4 Purchase Price; Allocation; Deposit.

      (a) The  consideration  for the Assets (the "Purchase Price") will consist
of the following:

      (i)   $8,000,000 in cash (the "Cash  Portion")  payable in accordance with
            Section 2.6(a) at the Closing;


                                       12
<PAGE>

      (ii)  671,141 shares of common stock, par value $0.001 per share (the "NIM
            Shares"), of Buyer; and

      (iii) the assumption by Buyer of the Assumed Liabilities.

      (b)  The  Purchase  Price,   including  the  book  value  of  the  Assumed
Liabilities,  shall be  allocated  by the Seller and the Buyer in the manner set
forth on Exhibit  2.4.  Each of the Seller and the Buyer  agrees to prepare  and
file their own state,  local and foreign  income Tax  Returns and other  filings
reflecting the transactions contemplated by this Agreement on a basis consistent
with such  allocation.  In any Action related to the  determination  of any Tax,
neither the Seller nor the Buyer shall contend or represent that such allocation
is not a correct allocation.

      (c)  Simultaneously  with the execution of this  Agreement by the Parties,
the Buyer shall deliver to the Escrow Agent One Million Dollars  ($1,000,000) in
cash (the "Deposit").  The Deposit,  together with the interest thereon but less
any  applicable  escrow  fees and  expenses  to which  Escrow  Agent is entitled
pursuant to the Deposit Escrow  Agreement,  shall constitute the "Earnest Money"
and shall be held by the Escrow Agent pursuant to the Deposit  Escrow  Agreement
but separate and apart from the Indemnification Escrow Amount and the A/R Escrow
Amount.  Subject  to and in  accordance  with the  terms of the  Deposit  Escrow
Agreement,  at the Closing, the Earnest Money shall be distributed to the Seller
and  applied  against  the  Purchase  Price.  In the  event  this  Agreement  is
terminated  prior to Closing in accordance with the provisions of Section 9.1(c)
of this  Agreement,  the  Earnest  Money  shall be  disbursed  to the  Seller in
accordance  with  Section  9.2(d)  of this  Agreement.  In the  event  that this
Agreement is terminated prior to Closing for any other reason, the Earnest Money
shall be disbursed  and/or paid to Buyer in  accordance  with Section  9.2(f) of
this Agreement.

      Section 2.5 Closing;  Closing Date. The closing of the Asset Purchase (the
"Closing") shall take place at the offices of Kaye Scholer LLP, 425 Park Avenue,
New York,  New York  10022 at 10:00  a.m.  local  time,  on the date that is two
Business Days following the date on which the conditions to Closing set forth in
Article VI and  Article VII have been  satisfied,  or such other time or date as
the  Parties  may  mutually  agree in  writing.  The date upon which the Closing
occurs is referred to as the "Closing Date".

      Section 2.6 Deliveries and Actions at Closing.

      (a) At the Closing, the Buyer shall deliver:

            (i)   the  Indemnification  Escrow Amount to the Escrow Agent, to be
                  held  and  disbursed  in  accordance  with  the  terms  of the
                  Indemnification Escrow Agreement;

            (ii)  the A/R  Escrow  Amount to the  Escrow  Agent,  to be held and
                  disbursed  in  accordance  with the  terms  of the A/R  Escrow
                  Agreement;


                                       13
<PAGE>

            (iii) on behalf of Seller: (A) to EuroAmerican Investment Corp., the
                  outstanding principal amount ($953,000 as of the date hereof),
                  together  with  all  other  amounts  due,   including  without
                  limitation,  accrued and unpaid  interest  through the Closing
                  Date, but excluding prepayment or other penalties or premiums,
                  if any,  owed with respect to the Credit  Line,  except to the
                  extent such  amounts  have been paid by Seller or IBF prior to
                  the Closing  Date,  in which case Buyer shall pay such amounts
                  to  Seller  or IBF as the case  may be,  by wire  transfer  of
                  immediately available funds; provided that all payments by the
                  Buyer to the Seller, IBF or EuroAmerican  Investment Corp., as
                  the  case  may be under  this  clause  (A)  shall  not  exceed
                  $1,000,000,  (B)  to the  holders  of the  Seller  Notes,  the
                  aggregate  amount of the installments of the Seller Notes that
                  have come due in accordance  with their terms on or before the
                  Closing  and have not been paid by IBF prior to the Closing as
                  set  forth  on  Schedule  2.6(a)(iii)  and  (C)  to  IBF,  all
                  principal  and  interest  due from  Seller  to IBF  under  the
                  Assumed Notes;

            (iv)  the  excess  of  the  Cash   Portion   over  the  sum  of  the
                  Indemnification  Escrow Amount,  the A/R Escrow Amount and the
                  Deposit,  to Seller in cash, by wire  transfer of  immediately
                  available funds;

            (v)   a  release,  substantially  in the form of  Exhibit  2.6(a)(v)
                  hereof,  of any and all  claims  that  Buyer  has or may  have
                  against  Seller for  liabilities  arising prior to the Closing
                  other than the Excluded Liabilities;

            (vi)  certificates representing the NIM Shares;

            (vii) the Assumption Agreement;

            (viii) the Registration Rights Agreement; and

            (ix)  the Put Agreement.

      (b) At the Closing, the Seller shall deliver to the Buyer:

            (i)   the Bill of Sale;

            (ii)  certificates   representing  the  Shares,   duly  endorsed  or
                  accompanied  by duly  executed  stock  powers for  transfer to
                  Buyer;

            (iii) the Registration Rights Agreement;

            (iv)  the Put Agreement;

            (v)   the Required Consents;

            (vi)  resignations  of (A) Mr. Ehud Laska as an officer and director
                  of the Seller, (B) Mr. Robert Olson as an officer and director
                  of the Seller and (C) Mr. Steven  Salzman as an officer of the
                  Seller;

            (vii) evidence  that each of Messrs.  Laska,  Olson and Salzman have
                  been removed from any bank accounts or lockboxes maintained by
                  the Seller or any  Subsidiary  to which they are an authorized
                  signatory; and


                                       14
<PAGE>

            (viii) such  instruments of assignment and consents of third parties
                  and  Governmental  Bodies as shall be  required to vest in the
                  Buyer  good and  marketable  title to the  Assets,  including,
                  without limitation, assignments of the Assigned Contracts.

      (c) On or prior to the Closing Date,  the Buyer and the Seller shall enter
into the Indemnification  Escrow Agreement and the A/R Escrow Agreement with the
Escrow Agent. At the Closing, Buyer shall deposit, or cause to be deposited, the
Indemnification Escrow Amount and the A/R Escrow Amount with the Escrow Agent in
the escrow accounts contemplated by the Indemnification Escrow Agreement and the
A/R Escrow Agreement.

      (d) At the Closing,  the parties  shall  deliver such other  certificates,
instruments  or  documents as required by Article VI or Article VII or any other
provision of this Agreement.

      Section 2.7 Adjustment.

      (a) Net  Liabilities  Statement.  As soon as  practicable  but in no event
later than sixty (60) days after the Closing Date, Buyer shall deliver to Seller
a statement (the "Net  Liabilities  Statement") of the Net Liabilities as of the
close of  business  on the  Closing  Date  without  giving  effect to any of the
transactions  contemplated  hereby (the "Final Net Liabilities"),  together with
related supporting schedules, calculations and documentation.

      (b) Dispute.  Within thirty (30) days  following  receipt by Seller of the
Net Liabilities  Statement,  Seller shall deliver written notice (the "Notice of
Disagreement")  to  Buyer  of  any  dispute  Seller  has  with  respect  to  the
preparation  or  content  of the Net  Liabilities  Statement  or the  Final  Net
Liabilities  reflected  therein.  The Notice of  Disagreement  must  describe in
reasonable  detail the items  contained in the Net  Liabilities  Statement  that
Seller  disputes and the basis for any such disputes.  If Seller does not notify
Buyer of a dispute with  respect to the Net  Liabilities  Statement  within such
30-day  period,  such Net  Liabilities  Statement and the Final Net  Liabilities
reflected therein will be final,  conclusive and binding on the Parties.  In the
event a Notice of  Disagreement  is delivered  to Buyer,  Buyer and Seller shall
negotiate  in  good  faith  to  resolve  such  dispute.  If  Buyer  and  Seller,
notwithstanding  such good faith  effort,  fail to resolve such  dispute  within
fourteen (14) days after Seller advises Buyer of its objections,  then Buyer and
Seller  jointly  shall  engage the  Arbitration  Firm to resolve such dispute in
accordance with the standards set forth in this Section 2.7(b). Seller and Buyer
shall use reasonable  efforts to cause the Arbitration  Firm to render a written
decision  resolving the matters  submitted to the Arbitration Firm within thirty
(30) days of the making of such submission. The Arbitration Firm shall determine
whether  and to what  extent  the Net  Liabilities  Statement  and the Final Net
Liabilities reflected therein require adjustment. The Arbitration Firm is not to
make any other  determination.  The  Arbitration  Firm's decision shall be based
solely  on  written  submissions  by  Seller  and  Buyer  and  their  respective
representatives  and not by  independent  review.  The  Arbitration  Firm  shall
address only those items in dispute and may not assign a value  greater than the
greatest  value  for such  item  claimed  by either  party or  smaller  than the
smallest  value for such item claimed by either  party.  Judgment may be entered
upon the determination of the Arbitration Firm in any court having  jurisdiction
over the party against  which such  determination  is to be enforced.  Buyer and
Seller shall share equally the fees and expenses of the  Arbitration  Firm.  All
determinations  made by the  Arbitration  Firm  will be  final,  conclusive  and
binding on the Parties.


                                       15
<PAGE>

      (c) Access.  For  purposes of  complying  with the terms set forth in this
Section 2.7,  each Party shall  cooperate  with and make  available to the other
Parties and their respective representatives all information,  records, data and
working  papers,  and  shall  permit  reasonable  access to its  facilities  and
personnel,  as may be reasonably required in connection with the preparation and
analysis  of the  Net  Liabilities  Statement  and  the  Final  Net  Liabilities
reflected therein and the resolution of any disputes in connection therewith.

      (d) Adjustment.  If Final Net Liabilities (as finally determined  pursuant
to Section 2.7(a)):

            (i)   are  greater  than  $3,660,000  but  less  than  or  equal  to
                  $3,760,000,  Buyer and Seller  shall  deliver a joint  written
                  authorization  to the Escrow Agent  within two  Business  Days
                  from the date on which the Final Net  Liabilities  is  finally
                  determined  instructing  the  Escrow  Agent to pay to Buyer an
                  amount  equal to the  amount by which  Final  Net  Liabilities
                  exceeds $3,660,000 out of the  Indemnification  Escrow Amount;
                  or

            (ii)  are greater than $3,760,000, within two Business Days from the
                  date on which the Final Net Liabilities is finally determined,
                  Seller  shall  pay to Buyer an amount  equal to the  amount by
                  which the Final Net Liabilities exceed $3,660,000.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                                  OF THE SELLER

      The Seller represents and warrants to the Buyer as follows:

      Section 3.1 Status and  Authority.  Seller is a corporation  organized and
validly existing under the laws of the State of Connecticut and has the power to
own, or has a valid  leasehold  interest in, the Assets.  Each  Subsidiary  is a
corporation organized and validly existing under the laws of the jurisdiction of
its formation,  has the power to conduct its business as presently conducted and
owns, or has a valid leasehold  interest in, the assets owned by it as reflected
in the Financial Statements (the "Subsidiary Assets").  The Seller has the power
and  authority  to  execute  and  deliver  this  Agreement  and to  perform  its
obligations  hereunder,  and the  execution,  delivery and  performance  of this
Agreement have been duly authorized by its Board of Directors, which constitutes
all necessary action on the part of Seller for such authorization.

      Section 3.2 No Conflicts.

      (a) Except as otherwise set forth in this Agreement or in Schedule  3.2(a)
to the Seller's Disclosure Schedule, the execution,  delivery and performance of
this  Agreement  by the  Seller  will not  result in (i) any  conflict  with the
Organizational Documents of the Seller or any Subsidiary,  or (ii) any breach or
violation of or default under any Order  applicable to Seller or any  Subsidiary
or any mortgage,  agreement, deed of trust, indenture or any other instrument to
which the  Seller  or any  Subsidiary  is a party or by which the  Seller or any
Subsidiary or any of the Assets are bound.


                                       16
<PAGE>

      (b) Except as otherwise set forth in this Agreement or in Schedule  3.2(b)
to the Seller's Disclosure Schedule, no consent, approval or authorization of or
filing with any third party or Governmental  Body is required on the part of the
Seller or any  Subsidiary in connection  with the execution and delivery of this
Agreement or the consummation of the transactions  contemplated  hereby,  except
governmental or regulatory filings,  consents or approvals which, if not made or
obtained,  would not, individually or in the aggregate,  have a Material Adverse
Effect;   provided,   that  as  a  condition  to  closing  of  the  transactions
contemplated by this Agreement, the Court Approval shall be required.

      Section 3.3 Title to Assets.  Except as set forth in  Schedule  3.3 to the
Seller's Disclosure Schedule, Seller has, and, at the Closing, will transfer and
deliver to the Buyer,  good and marketable title to the Assets free and clear of
Liens  other than such Liens as are set forth in  Schedule  3.3 of the  Seller's
Disclosure  Schedule or as  described in clauses (A) through (C) of Section 3.7.
Upon the consummation of the transactions  contemplated  hereby,  the Buyer will
acquire the right to use, and a valid  leasehold  interest in, all of the Assets
consisting  of  leasehold  interests,  subject  to the  terms of such  leasehold
interests.  Except  as set  forth in  Schedule  3.3 to the  Seller's  Disclosure
Schedule  or as  described  in clauses  (A)  through  (C) of Section  3.7,  each
Subsidiary has, and, at the Closing,  will continue to have, good and marketable
title to the  Subsidiary  Assets owned by it, free and clear of all Liens.  Upon
the consummation of the transactions contemplated hereby, the Buyer will acquire
the right to use,  and a valid  leasehold  interest  in,  all of the  Subsidiary
Assets consisting of leasehold interests, subject to the terms of such leasehold
interests.

      Section 3.4 Subsidiaries. Schedule 3.4 to the Seller's Disclosure Schedule
lists each of the Seller's subsidiaries (each, a "Subsidiary" and together,  the
"Subsidiaries") and the authorized, issued and outstanding capital stock of each
Subsidiary.  Except  as set forth in  Schedule  3.4 to the  Seller's  Disclosure
Schedule,  the  outstanding  shares of capital stock of each Subsidiary are duly
authorized,  validly issued,  fully paid and non-assessable and are owned by the
Seller,  directly  or through  one or more  Subsidiaries,  free and clear of any
Liens  other than such Liens as are set forth in  Schedule  3.4 to the  Seller's
Disclosure  Schedule.  Except  as set  forth  in  Schedule  3.4 to the  Seller's
Disclosure  Schedule,  there  are no  shares of  capital  stock or other  equity
securities of any Subsidiary issued, reserved for issuance or outstanding and no
outstanding   options,   warrants,   convertible  or  exchangeable   securities,
subscriptions,  rights  (including any preemptive  rights),  stock  appreciation
rights,   calls  or  commitments  of  any  character  whatsoever  to  which  the
Subsidiaries  are a party  or may be bound  requiring  the  issuance  or sale of
shares of any capital stock of the Subsidiaries.

      Section 3.5 Financial Statements. True, correct and complete copies of the
Financial  Statements  are set forth in Schedule 3.5 to the Seller's  Disclosure
Schedule.  Except  as  otherwise  set  forth  in  Schedule  3.5 to the  Seller's
Disclosure  Schedule,  the Financial  Statements  fairly present in all material
respects the financial condition and results of operations of the Seller and its
Subsidiaries  as of the  dates  and for the  periods  indicated.  The  Financial
Statements have been prepared in accordance  with GAAP,  except as noted therein
and  subject,  in the case of the  Seller's  Interim  Financial  Statements,  to
year-end adjustments and the absence of notes.


                                       17
<PAGE>

      Section 3.6  Absence of  Undisclosed  Liabilities.  Except as set forth in
Schedule  3.6 to the  Seller's  Disclosure  Schedule,  (i) as of the date of the
balance sheet contained in the Interim Financial Statements,  neither Seller nor
any  Subsidiary  had any  liabilities  of any kind then  required  by GAAP to be
reflected  in such balance  sheet that were not fully  reflected in such balance
sheet,  and (ii) since the date of such balance  sheet,  neither  Seller nor any
Subsidiary has incurred any material liabilities of any kind required by GAAP to
be reflected in a balance sheet, other than liabilities incurred in the ordinary
course of business consistent with past practice.

      Section 3.7 Properties.  Schedule 3.7 to the Seller's  Disclosure Schedule
lists all items of real property leased by the Seller and its  Subsidiaries.  No
real property is owned by the Seller or any Subsidiary.  Except as otherwise set
forth in Schedule 3.7 to the Seller's Disclosure  Schedule,  the Seller and each
Subsidiary has (i) valid and subsisting  leasehold  estates in the real property
listed in Schedule 3.7 to the Seller's  Disclosure  Schedule as leased by it and
(ii) good and valid title to all of its  material  tangible  personal  property,
which  personal  property is listed on Schedule 3.7 to the  Seller's  Disclosure
Schedule  (except for  properties  disposed  of since such date in the  ordinary
course of the Seller's  Business)  in each case subject to no Liens,  except (A)
Liens specifically identified in the Seller's Disclosure Schedule, (B) Liens for
Taxes  not due and  payable,  or which  are  being  contested  in good  faith by
appropriate  proceedings  and for which  adequate  reserves are reflected in the
Financial  Statements and (C) statutory  Liens arising in the ordinary course of
the  Seller's  Business  and which are not the  result of any  actual or claimed
breach or failure to perform by the Seller or the Subsidiaries.

      Section 3.8 Employees.  Seller's  Disclosure Schedule lists: (a) the names
and titles of all current employees of the Seller and the Subsidiaries,  whether
such employees are full or part time employees or temporary  employees with each
of  their  hourly  rates  or  target  salaries  (including  amounts  subject  to
performance  criteria)  and the  current  annual  salary and other  remuneration
payable  to each  such  employee  as of the date of this  Agreement  and (b) the
aggregate amount of such remuneration for each such employee for 2004. Except as
set forth in Schedule 3.8 to the Seller's  Disclosure  Schedule,  since December
31, 2004, neither the Seller nor any Subsidiary has agreed (whether orally or in
writing)  to any  increase  in the  compensation  or  benefits  payable  to,  or
otherwise  materially  modified the terms of employment  of, any employee  other
than in the ordinary course of business.  Except as set forth in Schedule 3.8 to
the  Seller's  Disclosure  Schedule,   all  employees  of  the  Seller  and  the
Subsidiaries are "at will" under oral agreement. Except as set forth in Schedule
3.8 to the Seller's  Disclosure  Schedule,  there are no employment  agreements,
arrangements or  understandings  by which the Seller or any Subsidiary is bound.
Neither  the  Seller  nor any  Subsidiary  is bound by any  union or  collective
bargaining  agreement  or other  agreement,  written or oral,  with any trade or
labor union, employees' association or similar organization nor is the Seller or
any Subsidiary  subject to any pending labor dispute or  organization  activity.
Except as set forth in Schedule 3.8 to the Seller's Disclosure  Schedule,  there
are no  pending  claims or  actions  which  have been  asserted,  instituted  or
threatened  in  writing  with  respect  to  workers  compensation  or  asserting
employment  discrimination,  disability,  wage  and  hour,  wrongful  discharge,
harassment,  breach of contract,  defamation,  invasion of privacy, unemployment
compensation,  employee safety or other similar claims under which the Seller or
any Subsidiary may have  liability,  contingent or otherwise.  There are no work
stoppages or other labor difficulties  relating to the Seller or any Subsidiary.
Except as set forth in Schedule  3.8 to the  Seller's  Disclosure  Schedule,  no
unfair labor practice,  wrongful  termination,  or race, sex, age, disability or
other  discrimination  complaint is pending or threatened in writing against the
Seller or any  Subsidiary  before the  National  Labor  Relations  Board,  Equal
Employment  Opportunity  Commission  or  any  other  Governmental  Body,  and no
grievance is pending.


                                       18
<PAGE>

      Section  3.9  Employee  Benefit  Plans.   Schedule  3.9  to  the  Seller's
Disclosure  Schedule lists each of the Seller's and the  Subsidiaries'  employee
pension,  profit sharing,  deferred compensation,  severance,  cafeteria,  stock
option, stock purchase,  incentive, golden parachute, bonus, group or individual
medical and health benefits,  welfare, insurance or other employee benefit plan,
program  or  arrangement  (the  "Plans")  regardless  of  whether  such  plan is
described in the Employee  Retirement  Income  Security Act of 1974,  as amended
("ERISA"),  which is maintained by the Seller or any Subsidiary on behalf of the
employees of the Seller or any  Subsidiary.  Complete and correct  copies of all
such Plans have been made  available  to the Buyer for its  review.  There is no
Plan,  nor has the  Seller or any  Subsidiary  at any time  within the last five
years, maintained,  administered,  contributed or been required to contribute to
any  "employee   pension  benefit  plan"  as  defined  in  ERISA   (including  a
"multi-employer  pension plan", as defined in Section 3(37) of ERISA),  which is
subject to Title IV of ERISA.  Each Plan which is intended to be  qualified  and
tax-exempt   under  the   provisions  of  the  Code  has  received  a  favorable
determination from the Internal Revenue Service. Each Plan and any related trust
agreement has been maintained in compliance with its terms and complies, both as
to form and in operation,  in all material  respects,  with the  requirements of
ERISA and the Code.  Neither the Seller nor any Subsidiary has any obligation to
make any  payment  to or with  respect to any former  employee  pursuant  to any
retiree  medical  benefit or other Plan.  Except as set forth in Schedule 3.9 to
the Seller's Disclosure Schedule, no benefit, payment or other entitlement under
any Plan, or under any agreement  relating to the employment of employees of the
Seller or the Subsidiaries,  will be established or become accelerated,  vested,
payable or funded by reason of the execution  and delivery of this  Agreement or
the consummation of the transactions contemplated hereby. Except as set forth in
Schedule 3.9 to the Seller's Disclosure Schedule,  there are no Actions pending,
or to the knowledge of the Seller, threatened with respect to any Plan or by any
Plan  beneficiary with respect to any Plan, other than claims for the payment of
benefits in the ordinary  course of operation of such Plan.  To the knowledge of
the Seller, no "prohibited  transaction"  (within the meaning of Section 4975 of
the  Code  or  Section  406  of  ERISA)  has  occurred.   There  are  no  unpaid
contributions  due prior to the date  hereof  with  respect to any Plan that are
required to have been made under the terms of any Plan or applicable law.

      Section 3.10 Contracts.  Schedule 3.10 to the Seller's Disclosure Schedule
lists the Assigned  Contracts and all Contracts and commitments of the following
types to which any  Subsidiary  is a party or by which any  Subsidiary or any of
their  properties  is  bound  as of the  date  hereof  (collectively,  the  "ABR
Contracts"):  (a) joint  venture  and  partnership  agreements,  (b)  mortgages,
indentures, loan or credit agreements,  security agreements and other agreements
and instruments  relating to the borrowing of money or extension of credit,  (c)
Contracts with any service provider or client,  including,  without  limitation,
agent and broker  contracts,  (d) Contracts with any  broker-dealer,  investment
advisor,  insurance/annuity  company or agency or clearing agency, (e) Contracts
with any mutual fund,  hedge fund or 401(k)  service  providers,  (f)  Contracts
limiting, restricting or prohibiting any Subsidiary from conducting any business
anywhere in the world,  (g) employment  and consulting  agreements and (h) other
material agreements, Contracts and commitments which in any case require payment
by a  Subsidiary  after the date  hereof of more than  $10,000  individually  or
$50,000 in the  aggregate.  Complete and correct  copies of all such  agreements
which are in writing have been made available to the Buyer for review.

      Except as set forth on Schedule 3.10 to the Seller's Disclosure  Schedule,
each Assigned  Contract and each ABR Contract:  (i) is in full force and effect;
(ii) is a valid and binding obligation of Seller or any Subsidiary party thereto
enforceable in accordance with its terms;  and (iii) has been entered into on an
arm's-length  basis in the ordinary  course of business and consistent with past
practices.  Except  as set forth on  Schedule  3.10 to the  Seller's  Disclosure
Schedule,  no consent is required for the assignment of any Assigned Contract to
Buyer, and the transactions  contemplated hereby will not result in a breach of,
default under or termination of any Assigned  Contract or ABR Contract,  whether
on account of a change of control or otherwise.  Except as set forth on Schedule
3.10 to the Seller's Disclosure Schedule,  there is no default under or material
breach by Seller or any Subsidiary (which,  with or without the giving of notice
or lapse of time or both) would constitute a default under any Assigned Contract
or ABR Contract  and, to the Seller's  knowledge,  there is no material  default
under or breach by any counterparty to any Assigned Contract or ABR Contract.


                                       19
<PAGE>

      Section 3.11 Insurance.  Schedule 3.11 to the Seller's Disclosure Schedule
lists (i) all insurance  policies owned by the Seller and the Subsidiaries  and,
except as indicated in Schedule 3.11 to the Seller's  Disclosure  Schedule,  all
premiums have been paid on such  policies,  no notice of  termination  of any of
such policies has been received by, or is  threatened  in writing  against,  the
Seller or any  Subsidiary  and such policies are in full force and effect;  true
and correct  copies of such policies  have been made  available to the Buyer for
its review and (ii) all claims that have been asserted under such policies since
January 1, 2004 and the status of such claims.

      Section 3.12 Governmental  Authorizations;  Compliance with Law. Except as
otherwise set forth in Schedule 3.12 to the Seller's Disclosure  Schedule,  each
of the  Seller  and each  Subsidiary,  and each  employee  of the  Seller and to
Seller's  knowledge,  each  Subsidiary  holds all  licenses,  Permits  and other
governmental  authorizations  that are  material  to the  Seller's  Business  as
presently  conducted and neither the Seller nor any Subsidiary,  nor to Seller's
knowledge,  any of  their  respective  employees,  is in  violation  of any  Law
(including, without limitation, the USA Patriot Act), Order, Permit, concession,
franchise or other governmental authorization or approval applicable to it or to
any of its material properties,  except for violations which, individually or in
the aggregate, would not have a Material Adverse Effect.

      Section 3.13  Litigation;  Compliance  with Laws.  Except as otherwise set
forth  in  Schedule  3.13 to the  Seller's  Disclosure  Schedule,  there  are no
judicial or administrative  Actions or  investigations  pending or threatened in
writing before any Governmental Body, and there is no Order outstanding  against
the Seller or the Subsidiaries, the Seller's Business or the assets of Seller or
the  Subsidiaries  which  question the validity of this  Agreement or any action
taken or to be taken by the Seller in  connection  herewith.  Neither the Seller
nor  any  Subsidiary  is in  violation  of,  nor  has it  violated  (i)  any Law
applicable  to the  Seller's or such  Subsidiary's  Business,  the assets of the
Seller or any Subsidiary or the Seller's,  or any Subsidiary's,  operations,  or
(ii) any Order or similar  action of any  Governmental  Body  applicable  to the
Seller's or such Subsidiary's Business or operations, except for such violations
which,  individually  or in the  aggregate,  would not have a  Material  Adverse
Effect.  All  governmental  approvals  necessary for the conduct of the Seller's
Business have been duly obtained and are in full force and effect.  There are no
Actions  pending or threatened  in writing that could  reasonably be expected to
result in the revocation,  cancellation  or suspension of any such  governmental
approval, and the execution,  delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not result in any such
revocation, cancellation or suspension.


                                       20
<PAGE>

      Section 3.14 Condition of Tangible Personal Property.  Except as set forth
in Schedule  3.14 to the  Seller's  Disclosure  Schedule,  the  Seller's and the
Subsidiaries'  material tangible personal property  reasonably  required for the
continued operation of the Seller's Business on a basis consistent with the past
practices of the Seller's Business immediately prior to the Closing is, taken as
a whole,  in good operating  condition and repair  adequate for its present use,
reasonable wear and tear and routine or scheduled maintenance excepted.

      Section 3.15 Intellectual Property.

      (a) Schedule 3.15 to the Seller's Disclosure Schedule sets forth a list of
all trademarks,  trade names, service marks, assumed names, and all applications
therefor owned,  filed or licensed by the Seller or the  Subsidiaries  and, with
respect to registered trademarks, all jurisdictions in which such trademarks are
registered.

      (b) As used in this Section  3.15(b),  "Intellectual  Property" shall mean
all intellectual  property set forth in the Seller's Disclosure Schedule and all
inventions,  invention studies (whether  patentable or  unpatentable),  designs,
copyrights,  trademarks,  service marks,  trade names,  secret  formulae,  trade
secrets, secret processes,  computer programs and know-how which are material to
the  conduct of the  business  of the Seller  and the  Subsidiaries,  taken as a
whole,  as of the date  hereof.  Except  as set  forth in  Schedule  3.15 to the
Seller's  Disclosure   Schedule,   (i)  the  consummation  of  the  transactions
contemplated by this Agreement will not impair any right to use any Intellectual
Property,  (ii) all Intellectual  Property owned by the Seller or any Subsidiary
is owned by the  Seller or such  Subsidiary  free and clear of all Liens  except
those  described in clauses (A) through (C) of Section 3.7, (iii) the Seller and
the Subsidiaries  own or have the right to use all of the Intellectual  Property
and no other  person,  including,  without  limitation,  any  present  or former
employee of the Seller or any  Subsidiary,  owns or has a propriety or financial
interest,  directly or indirectly,  in any  Intellectual  Property,  (iv) to the
knowledge of the Seller, no claims have been asserted by any Person with respect
to the ownership or use by the Seller or the  Subsidiaries  of the  Intellectual
Property  and (v) to the  knowledge  of the  Seller,  neither  Seller's  nor any
Subsidary's  use of the  Intellectual  Property  infringes  on the rights of any
other Person.

      Section 3.16 Taxes.

      (a)  Except  as set  forth on  Schedule  3.16 to the  Seller's  Disclosure
Schedule:

            (i)   The Seller and each  Subsidiary  has duly and timely (A) filed
                  with  the  appropriate   Governmental  Body  all  Tax  Returns
                  required  to be  filed  by,  including  or  relating  to  such
                  reporting  entity,   its  income,   operations,   payroll  and
                  business,  with  respect to all periods  ending on or prior to
                  the date  hereof,  which Tax  Returns  are true,  correct  and
                  complete; and (B) paid the amount of Tax showing as payable on
                  such Tax  Returns  for all  periods  ending on or prior to the
                  Closing Date.

            (ii)  The Seller and each  Subsidiary  has duly and timely  paid all
                  Taxes due and  payable by it on or before the date  hereof and
                  properly  accrued on the  Financial  Statements  and books and
                  records  in  accordance  with GAAP all Taxes in respect of all
                  periods up to and  including  the date hereof that are not yet
                  payable.


                                       21
<PAGE>

            (iii) The Seller and each  Subsidiary  has  complied in all material
                  respects with all applicable  Legal  Requirements,  rules, and
                  regulations  relating  to  the  collection,   withholding  and
                  payment of Taxes. No Governmental Body has proposed,  asserted
                  or assessed  (tentatively  or otherwise) any  adjustment  that
                  could result in an additional  Tax for which the Seller or any
                  Subsidiary is or may be liable or which could result in a Lien
                  on any of their  respective  assets that has not been  finally
                  settled and fully paid.  There is no pending,  proposed or, to
                  the knowledge of the Seller,  threatened  audit,  examination,
                  investigation,    dispute,   deficiency   assessment,   refund
                  litigation,   claim,  or  other   administrative  or  judicial
                  proceeding  relating  to any Tax for which  the  Seller or any
                  Subsidiary  is or may be liable  and which  could  result in a
                  Lien on any of their respective assets.

            (iv)  None of the Seller's or any Subsidiary's assets is "tax-exempt
                  use property" or "tax-exempt  bond-financed  property"  within
                  the meaning of Section  168(g) and (h),  respectively,  of the
                  Code.

            (v)   There are no closing  agreements within the meaning of Section
                  7121 of the Code or any similar  provision of applicable  law,
                  ruling  requests,  requests  to  consent to change a method of
                  accounting,   Code  Section  481  adjustments,   subpoenas  or
                  requests for information with or by any Governmental Body that
                  could  reasonably  be expected to affect any Tax for which the
                  Seller or any  Subsidiary  is or may be liable and which could
                  result in a Lien on any of their respective assets.

            (vi)  Schedule  3.16(a)(vi) of the Seller's Disclosure Schedule sets
                  forth a list of each  jurisdiction  in which the Seller or any
                  Subsidiary files or is presently required to file a Tax Return
                  and the type of Tax  Return  filed,  and  except  as set forth
                  thereon,   no  Governmental  Body  where  the  Seller  or  any
                  Subsidiary  does  not  file a Tax  Return  with  respect  to a
                  particular  Tax has made a claim or assertion  that the Seller
                  or such Subsidiary is subject to such Tax in such jurisdiction
                  or is required  to file a Tax Return with  respect to such Tax
                  in such jurisdiction. Federal Income Tax Returns of the Seller
                  and the Subsidiaries  have been audited and the audits thereof
                  completed or the statute of limitations has run for all fiscal
                  years ending on or prior to December 31, 2001.

            (vii) All  applicable  sales  taxes and use taxes due in  connection
                  with the  Seller's  and any  Subsidiary's  assets  and  leased
                  properties  (including  those set forth on the balance  sheets
                  contained in the Financial  Statements  and those fixed assets
                  or leases  acquired  from that date through the Closing  Date)
                  have been paid in full.

      (b) Schedule 3.16(b) of the Seller's Disclosure Schedule sets forth a list
of each  state in which  the  Seller  or any  Subsidiary  conducts  business  or
operations or has employees or assets.

      (c) Neither the Seller nor any Subsidiary  has engaged in any  transaction
that is a "tax shelter" as defined in Section 6111 of the Code.


                                       22
<PAGE>

      Section 3.17 Environmental  Matters.  The Seller and the Subsidiaries are,
and at all  times  during  the last  year  have  been,  in  compliance  with all
applicable  Environmental  Laws,  except  as would not have a  Material  Adverse
Effect.  Neither  Seller nor any  Subsidiary  has received any written notice or
Order  of  any  actual  or  potential   violation  or  failure  to  comply  with
Environmental Laws.

      Section 3.18 Permits.  Schedule 3.18 to the Seller's  Disclosure  Schedule
lists all Permits possessed by (a) the Seller and the Subsidiaries,  and (b) any
employees of the Seller and each Subsidiary that are necessary for the operation
of the Seller's  Business.  The Seller and each  Subsidiary  currently  have all
Permits  necessary  or  required  under  applicable  Law for the  conduct of the
Seller's Business except where the failure to have such Permits would not have a
Material  Adverse  Effect.  All such  Permits,  to the extent  required  for the
Seller's Business as currently conducted, are in full force and effect.

      Section  3.19  Absence of Changes.  Since  December  31,  2004,  except as
otherwise  set forth in this  Agreement  or  reflected  in Schedule  3.19 to the
Seller's Disclosure Schedule or the Financial Statements,  the Seller's Business
has been conducted in  substantially  the same manner in which it previously has
been conducted, and the Seller and the Subsidiaries have not:

      (a)  purchased or redeemed any shares of capital stock or declared or made
any dividend or other distribution in respect of capital stock;

      (b) incurred any  material  liabilities  or  obligations,  except  current
liabilities  and  obligations  incurred in the  ordinary  course of the Seller's
Business and advances from Affiliates consistent with past practice;

      (c)  mortgaged,  pledged or subjected to any Lien any of its properties or
assets;

      (d)  increased  the  compensation  of any officer or  employee,  except as
consistent with past practice or custom;

      (e) disposed or agreed to dispose of any material properties or assets;

      (f) cancelled, waived or forgiven any debts or claims;

      (g) entered into any transaction  other than in the ordinary course of the
Seller's Business; or

      (h)  repaid  any debt other than in the  ordinary  course of  business  or
prepaid any debt prior to the due date for any such payment.

      Section 3.20 Brokers. All negotiations  relating to this Agreement and the
transactions  contemplated hereby have been carried out without the intervention
of any Person  acting on behalf of the Seller in such  manner as to give rise to
any valid claim  against the Buyer or the Seller for any  brokerage  or finder's
commission, fee or similar compensation,  except for Goldin Associates,  L.L.C.,
whose fees in respect  hereof shall be paid by IBF, and for Duncan Capital Group
LLC and/or  Matthew  Smith,  whose fees in respect  hereof  shall be paid by the
Buyer.

      Section 3.21 Accounts Receivable.  Except as set forth in Schedule 3.21 to
the  Seller's  Disclosure  Schedule,  the Accounts  Receivable  reflected in the
balance sheet  included in the Interim  Financial  Statements (i) represent bona
fide transactions  arising in the ordinary course of business and (ii) as of the
date hereof, are not more than sixty (60) days past their applicable due date.


                                       23
<PAGE>

      Section 3.22 Computer Software.  Schedule 3.22 to the Seller's  Disclosure
Schedule  lists  all  Systems,  specifying  hardware  and  software  used in the
operation of the Seller's  Business.  Each of Seller and each Subsidiary has the
right to use (by license, lease or other agreement) its Systems and has obtained
licenses for all users or appropriate  site  licenses,  as set forth on Schedule
3.15 to the Seller's  Disclosure  Schedule.  The Systems perform in all material
respects in  accordance  with the  documentation  and written  material  used in
connection  therewith,  free from any material defects, and the source codes and
object  codes  of  the  underlying   computer   software  and  programs  are  in
machine-readable  form and  contain  all current  revisions  and  modifications,
except  where the  failure  to do so would not have a Material  Adverse  Effect.
Seller has taken all appropriate  measures to protect the confidential nature of
the Systems in accordance with the applicable license,  lease or other agreement
governing the use of such  Systems,  except where the failure to do so would not
have a Material Adverse Effect.

      Section 3.23  Transactions  with  Affiliates;  No Conflicting  Shareholder
Interests.  Except  as set forth in  Schedule  3.23 to the  Seller's  Disclosure
Schedule,  neither the Seller nor any  Subsidiary has had any direct or indirect
dealings or engaged in any business transactions with its Affiliates (other than
Seller or a  Subsidiary).  Except as set forth in Schedule  3.23 to the Seller's
Disclosure  Schedule,  neither the Seller nor any Subsidiary has any obligations
to or claims against any of its Affiliates  (other than Seller or a Subsidiary).
In furtherance  and not in limitation of the  foregoing,  except as set forth in
Schedule 3.23 to the Seller's Disclosure Schedule,  none of the Subsidiaries (i)
owes any indebtedness to any of its officers,  directors or employees, or to the
Seller (other than accrued  salaries or benefits  payable in the ordinary course
of business);  or (ii) has any indebtedness owed to it from any of its officers,
directors or employees, or to the Seller,  excluding indebtedness for reasonable
travel  advances or similar  advances for expenses  incurred on behalf of and in
the  ordinary  course  of  business  of the  Seller  and  the  Subsidiaries  and
consistent with the Seller's past practices.

      Section  3.24 Books and Records.  Except as provided in Schedule  3.24(1),
the books and records of the Seller and the  Subsidiaries  to be  transferred to
the Buyer  hereunder  are  complete  and correct in all  material  respects  and
properly  and  accurately  reflect in all  material  respects  all  transactions
engaged in by the  Seller  and the  Subsidiaries  with  respect to the  Seller's
Business  and  (to the  extent  that  GAAP  is  applicable  thereto)  have  been
maintained in accordance with GAAP applied on a consistent basis.

      Section 3.25 Improper  Payments.  Neither the Seller nor the Subsidiaries,
or any of their  respective  officers or agents has made any illegal or improper
payment to, or provided any illegal or improper  benefit or inducement  for, any
governmental official,  customer or other Person, in an attempt to influence any
such  Person to take or to  refrain  from  taking  any  action  relating  to the
Seller's  Business  or to engage in any  action by or on behalf of the Seller or
any Subsidiary in any way or paid any bribe, payoff, influence payment, kickback
or other unlawful payment.

-----------------------
(1) Schedule 3.24 will refer to accrued bonuses


                                       24
<PAGE>

      Section 3.26 Additional  Information  Regarding Banking Matters.  Schedule
3.26 of the  Seller's  Disclosure  Schedule  lists  (i) all  bank  accounts  and
lockboxes  maintained  by the Seller  and the  Subsidiaries  and all  authorized
signatories therefor,  specifying their respective  authority,  and contains the
terms of such  accounts  and  lockboxes  including,  but not limited to,  notice
provisions;  and  (ii) any open  letters  of  credit  and/or  pre-arranged  wire
transfers  between  the  Seller  or any  Subsidiary,  on  one  hand,  and  their
respective customers, on the other hand.

      Section 3.27 Powers of Attorney.  Except as set forth in Schedule  3.27 to
the  Seller's  Disclosure  Schedule,  no  Subsidiary  has  granted any powers of
attorney to any third  party that in any way relates to its assets,  liabilities
or business.

      Section 3.28 Investment Intent.  Seller is an "accredited investor" within
the meaning of the  Securities Act of 1933, as amended (the  "Securities  Act"),
and is acquiring the NIM Shares for its own account and not with a view to their
distribution  within the meaning of Section 2(11) of the Securities  Act, except
that the parties  acknowledge that Seller may distribute such shares to IBF (and
Buyer  agrees to register  such  shares for  transfer  to IBF  provided  that in
connection   with  any  such   proposed   transfer,   IBF   provides  a  similar
representation to Buyer).

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

      The Buyer represents and warrants to the Seller as follows:

      Section 4.1  Corporate  Status and  Authority.  The Buyer is a corporation
duly organized and validly existing in good standing under the laws of the state
of Florida,  with the power and  authority  to conduct its  business,  to own or
lease its properties as now conducted,  owned or leased,  to execute and deliver
this  Agreement  and  to  perform  its  obligations  hereunder.  The  Buyer  has
heretofore  made  available  to the Seller  complete  and correct  copies of its
Organizational  Documents as currently  in effect.  The Buyer has all  requisite
power and  authority  to execute and deliver this  Agreement  and to perform its
obligations hereunder. The execution, delivery and performance of this Agreement
have been duly  authorized by all necessary  action on the part of the Buyer for
such authorization.

      Section 4.2 No Conflicts.

      (a)  Except as  otherwise  set  forth in this  Agreement,  the  execution,
delivery and  performance  of this Agreement by the Buyer will not result in (i)
any conflict with the Organizational  Documents of the Buyer, (ii) any breach or
violation  of or default  under any Order or any  mortgage,  agreement,  deed of
trust,  indenture  or any  other  instrument  by which  the  Buyer or any of its
properties  or assets are bound or (iii) the creation or  imposition of any Lien
thereon.

      (b) Except as otherwise set forth in this Agreement, no consent,  approval
or authorization of or filing with any Governmental Body is required on the part
of the Buyer in connection  with the execution and delivery of this Agreement or
the consummation of the transactions contemplated hereby.


                                       25
<PAGE>

      Section 4.3 Brokers.  All negotiations  relating to this Agreement and the
transactions  contemplated hereby have been carried out without the intervention
of any  Person  acting on behalf of the Buyer in such  manner as to give rise to
any valid claim  against the Buyer or the Seller for any  brokerage  or finder's
commission,  fee or similar  compensation,  except for Duncan  Capital Group LLC
and/or Matthew Smith, whose fees in respect hereof shall be paid by the Buyer.

      Section 4.4 Investment  Intent.  Buyer is acquiring the Shares for its own
account and not with a view to their distribution  within the meaning of Section
2(11) of the Securities Act of 1933, as amended.

      Section 4.5 Funding.  Buyer has the  necessary  funding to meet all of its
obligations  under this Agreement and the other agreements  contemplated by this
Agreement  to be entered  into by the Buyer at or prior to  Closing,  including,
without  limitation,  the Purchase Price, any adjustments thereto and all of its
fees and expenses in order to consummate the  transactions  contemplated by this
Agreement.

                                    ARTICLE V

                            COVENANTS AND AGREEMENTS

      Section 5.1 Conduct of Business.

      (a) The Seller  agrees  that  between the date of this  Agreement  and the
Closing Date,  except as (i)  contemplated by this Agreement,  (ii) set forth in
the Seller's  Disclosure  Schedule or (iii) otherwise  consented to by the Buyer
(which agrees to respond  promptly to any request for such  agreement and not to
unreasonably  withhold any such consent),  the Seller shall, and shall cause the
Subsidiaries to, operate in the ordinary course of business consistent with past
practice  and in  compliance  in  all  material  respects  with  all  applicable
reporting and other applicable regulatory requirements. Between the date of this
Agreement  and the Closing  Date,  the Seller shall not (1) make,  or permit any
Subsidiary to make, any payments on account of their  respective  obligations to
IBF or (2) increase,  or incur any  additional  indebtedness  under,  the Credit
Line.

      (b) Between the date of this  Agreement and the Closing  Date,  the Seller
and IBF shall provide reasonable  assistance and cooperation to the Buyer in any
negotiations  the  Buyer may  conduct  seeking  to (i)  cause  the  indebtedness
evidenced by the Seller Notes to be subordinated to indebtedness incurred by the
Buyer in connection with the transactions contemplated hereby (to the extent the
Seller Notes are not already so subordinated),  (ii) obtain the agreement of the
holders of the Seller  Notes to remove  any  provisions  set forth in the Seller
Notes that would either (x) accelerate the indebtedness  evidenced  thereby upon
the termination of Mr. Laska's  association  with,  and/or change in control of,
the Seller or its  Subsidiaries or (y) enable the holders of the Seller Notes to
foreclose  upon,  or  otherwise  reacquire,  all or a  portion  of the  business
previously sold by them in consideration for the Seller Notes,  (iii) obtain the
agreement of the holders of those Seller Notes that have become due prior to the
date  hereof  (and which  have not been paid  prior to the date  hereof) or will
become due prior to the Closing Date to extend the date for each such payment to
the Closing Date without any requirement of the payment of any fees by the Buyer
and  provided  that such  extension  shall not  result in the  declaration  of a
default or  acceleration  of any  indebtedness  under the Seller  Notes and (iv)
obtain an agreement with the  principals of the Los Angeles area  administrators
("BPI") to purchase  the 20% interest in the entity held by them and to purchase
their interest, or the cash flow related to the BPI business, in CIAS (an entity
owned by the principals of BPI).


                                       26
<PAGE>

      (c) Between the date of this Agreement and the Closing Date, except as set
forth in the  Seller's  Disclosure  Schedule  or  otherwise  agreed by the Buyer
(which agrees to respond  promptly to any request for such  agreement and not to
unreasonably  withhold any such  consent),  the Seller shall not, nor permit any
Subsidiary to:

            (i)   amend its Organizational Documents;

            (ii)  incur any indebtedness for borrowed money, other than from the
                  Seller consistent with past practice;

            (iii) issue,  sell or pledge (A) any shares of capital  stock or any
                  other ownership interests or (B) any securities convertible or
                  exchangeable into, or subscriptions,  options, warrants, calls
                  or other  similar  commitments  to acquire,  any such  capital
                  stock or other ownership interests;

            (iv)  declare,  set aside or pay any dividend or  distribution  with
                  respect to any shares of capital stock;

            (v)   sell or convey any of its material assets;

            (vi)  (A)  adopt,  terminate  or amend any of its  employee  benefit
                  plans or (B) grant any material increase (other than increases
                  required by applicable Laws, under any applicable Contracts or
                  consistent   with  past  practice)  in  the   compensation  of
                  employees of the Seller or any Subsidiary;

            (vii) amend any existing employment agreement to which the Seller or
                  any Subsidiary is a party;

            (viii) amend or terminate any Assigned Contract, any ABR Contract or
                  any material Contract to which the Seller or any Subsidiary is
                  a party or by which it may be bound; or

            (ix)  enter into any agreement, commit or otherwise become obligated
                  to do any of the foregoing.

      (d) Nothing contained in this Agreement shall give the Buyer,  directly or
indirectly,  any right to control or direct the  operations of the Seller or the
Subsidiaries prior to the Closing.

      Section  5.2  Court  Approval.  The  Seller  shall  use  its  commercially
reasonable   efforts  to  obtain  the  Court  Approval  as  soon  as  reasonably
practicable.

      Section 5.3 Restricted  Cash.  Following the Closing,  Buyer shall deposit
the  Restricted  Cash into the  appropriate  clients'  accounts in the  ordinary
course  of  business  as  required  by  law  or in  accordance  with  applicable
agreements.


                                       27
<PAGE>

      Section 5.4 Expenses.  Except as otherwise  specifically  provided in this
Agreement,  the Buyer and the Seller shall bear their respective costs, fees and
expenses incurred in connection with the preparation,  execution and performance
of this Agreement and the transactions contemplated hereby, including all costs,
fees and expenses of agents, representatives, counsel and accountants.

      Section 5.5 Publicity. Except as may be required by applicable Laws or the
applicable rules of any stock exchange or listing authority, the Parties to this
Agreement  agree that no public  announcement  concerning  this Agreement or the
transactions  contemplated hereby shall be made without advance approval thereof
by both the Buyer and the  Seller.  If any public  announcement  is  required by
applicable  Laws or the  applicable  rules  of any  stock  exchange  or  listing
authority to be made by any Party to this  Agreement,  then prior to making such
public announcement, such Party will deliver a draft of such public announcement
to the other Party and shall afford the other party a reasonable  opportunity to
comment thereon.

      Section 5.6  Preservation  of Records.  The Buyer shall  preserve and keep
records  held by the Seller  and each  Subsidiary  relating  to the Seller for a
period of seven years from the Closing  Date,  during which time the Buyer shall
make such records available to the Seller as the Seller may reasonably  require,
at the Seller's  cost and expense to the extent  Seller  requests that copies be
made thereof,  including without limitation for purposes of Seller's preparation
of tax returns and its  liquidation and winding-up and at the expiration of such
period, will make such documents available to Seller for copying.

      Section 5.7 Further  Assurances.  Subject to the terms and  conditions  of
this  Agreement,  each  of the  Parties  to  this  Agreement  agrees  to use its
reasonable  efforts to take or cause to be taken all action,  and to do or cause
to be done all things,  reasonably necessary,  proper or advisable to consummate
the transactions  contemplated by this Agreement promptly,  including:  (a) with
respect  to each  party,  contesting  any  Actions  brought  against  such party
relating  to  the  transactions  contemplated  hereby;  and  (b)  executing  any
additional  instruments  necessary to consummate the  transactions  contemplated
hereby.

      Section  5.8  Assignment  of  Assigned  Contracts.  To the extent that the
assignment  hereunder  of the rights  and  obligations  of the Seller  under the
Assigned  Contracts,  or any  Contract  assumed  by Buyer  hereunder  to which a
Subsidiary is a party,  shall require the consent of any other Person (or in the
event that any of the same shall be non-assignable),  neither this Agreement nor
any actions taken  hereunder  shall  constitute an assignment or an agreement to
assign if such  assignment  or attempted  assignment  would  constitute a breach
thereof or result in the loss or diminution thereof; provided,  however, that in
each such  case,  the  Seller and the Buyer  shall use  commercially  reasonable
efforts to obtain  the  consent of such  other  Person to an  assignment  to the
Buyer.  If such consent is not  obtained,  the Seller shall  cooperate  with the
Buyer in a  reasonable  arrangement  designed  to  provide  the  Buyer  with the
benefits and burdens of any such Assigned  Contracts,  including  appointing the
Buyer to act as Seller's agent or  subcontractor  to perform all of the Seller's
obligations  under such Assigned  Contracts and to enforce,  for the account and
benefit of the Buyer,  any and all rights of the Seller against any other Person
arising out of the breach or  cancellation  of such  Assigned  Contracts by such
other Person or otherwise (any and all of which  arrangements  shall constitute,
as between the parties hereto, a deemed assignment or transfer).


                                       28
<PAGE>

      Section  5.9  Required   Consents.   The  Seller  shall  use  commercially
reasonable efforts to obtain any consent,  authorization,  order or approval of,
or any exemption by, any  Governmental  Body or any  third-party  required to be
obtained by Seller in  connection  with the  transactions  contemplated  by this
Agreement (including, without limitation, the Court Approval and any third party
consent  required to effect the  assignment  of the  Assigned  Contracts  to the
Buyer) (the  "Required  Consents"),  which  Required  Consents  are set forth in
Schedule 5.9 to the Seller's Disclosure Schedule.

      Section 5.10 Name Change.  The Seller  shall,  promptly  after the Closing
Date,  amend  its  Organizational  Documents  to  change  its name to a name not
similar to American Benefit Resources, Inc.

      Section 5.11 Deposit Escrow Agreement.  Simultaneously  with execution and
delivery of this  Agreement,  the Buyer,  the Seller and the Escrow  Agent shall
enter into the Deposit  Escrow  Agreement  substantially  in the form and on the
terms of Exhibit 5.11.

      Section 5.12 Employment Agreements. At the Closing, the Buyer and Mr. Ehud
D. Laska  shall enter into an  Employment  Agreement  reflecting  the Term Sheet
attached as Exhibit 5.12.

      Section 5.13  Indemnification  Escrow Agreement.  On the Closing Date, the
Buyer,  the Seller and the Escrow  Agent  shall  enter into the  Indemnification
Escrow Agreement substantially in the form and on the terms of Exhibit 5.13 (the
"Indemnification Escrow Agreement").

      Section 5.14 A/R Escrow  Agreement.  On the Closing Date,  the Buyer,  the
Seller  and  the  Escrow  Agent  shall  enter  into  the  A/R  Escrow  Agreement
substantially  in the form and on the terms of  Exhibit  5.14  (the "A/R  Escrow
Agreement").

      Section 5.15 Assumption Agreement.  On the Closing Date, the Buyer and the
Seller shall enter into the Assumption  Agreement  substantially in the form and
on the terms of Exhibit 5.15 (the "Assumption Agreement").

      Section 5.16  Registration  Rights  Agreement.  On the Closing  Date,  the
Buyer,  the Seller and Arthur J. Steinberg,  as Manager of IBF, shall enter into
the Registration Rights Agreement  substantially in the form and on the terms of
Exhibit 5.16 (the "Registration Rights Agreement").

      Section 5.17 Put  Agreement.  On the Closing  Date,  the Seller,  IBF, DCI
Master  LDC and Duncan  Capital  Group LLC shall  enter  into the Put  Agreement
substantially  in  the  form  and  on  the  terms  of  Exhibit  5.17  (the  "Put
Agreement").

      Section 5.18 A/R Collections.

      (a) In accordance with the A/R Escrow  Agreement,  (i) to the extent Buyer
collects amounts in respect of Overdue A/R within ninety (90) days after the end
of the month  following the Closing (the "A/R  Collection  Period")  (determined
using the first-in,  first-out  method and  regardless  of whether  payments are
identified  by the payor as  applicable  to a particular  invoice),  Buyer shall
instruct  the Escrow  Agent to release to Seller  from the A/R Escrow  Amount an
amount equal to the amount  collected  and (ii) upon the  expiration  of the A/R
Collection  Period (x) Seller  shall  instruct  the Escrow  Agent to release the
balance  of the A/R  Escrow  Amount to Buyer and (y) Buyer  shall (A) assign any
then remaining uncollected Overdue A/R to Seller, (B) provide Seller with copies
of all documentation  related to the remaining  uncollected  Overdue A/R and (C)
provide  reasonable  cooperation  with  Seller in its  efforts to  collect  such
uncollected Overdue A/R.


                                       29
<PAGE>

      (b) Following the expiration of the A/R Collection  Period,  to the extent
that Buyer  collects any amounts from a payor in respect of which there  remains
Overdue A/R (determined  using the first-in,  first-out method and regardless of
whether  payments  are  identified  by the payor as  applicable  to a particular
invoice), Buyer shall promptly remit an amount equal to such amount collected to
Seller in respect of such Overdue A/R.  Within ten (10) Business Days  following
the end of each quarter ending during the two year period  following the Closing
Date, Buyer shall deliver to Seller a statement  detailing the amount of Overdue
A/R collected by it during such quarter.

      Section 5.19 No  Negotiation.  Until such time as this Agreement  shall be
terminated  pursuant to Section 9.1, the Seller shall not directly or indirectly
solicit,  initiate or encourage  any  inquiries or  proposals  from,  discuss or
negotiate with,  provide any nonpublic  information to or consider the merits of
any inquiries or proposals  from, any Person (other than the Buyer)  relating to
any business combination  transaction involving Seller,  including the merger or
consolidation  of the  Seller  or the sale of  Seller's  Business  or any of the
Assets (other than in the ordinary course of business).

      Section 5.20 Notice of Events.  (a) During the period from the date hereof
to the Closing  Date or the earlier  termination  of this  Agreement,  the Buyer
shall  promptly  notify the Seller in writing if the Buyer  becomes aware of (i)
the  occurrence or  non-occurrence  of any event or the existence of any fact or
condition that would cause or constitute a breach of any of its  representations
or warranties had any such  representation  or warranty been made as of the time
of the Buyer's  discovery of such event, fact or condition and (ii) any material
failure  on its part to  comply  with or  satisfy  any  covenant,  condition  or
agreement to be complied with or satisfied by it hereunder.

      (b) During the period prior to the Closing Date or the earlier termination
of this Agreement,  the Seller shall promptly notify the Buyer in writing if the
Seller becomes aware of (i) the occurrence or non-occurrence of any event or the
existence  of any fact or condition  that would cause or  constitute a breach of
any  of  its   representations   or   warranties   contained   herein  had  such
representation  or warranty been made as of the time of the Company's  discovery
of such event,  fact or condition  and (ii) any material  failure on its part to
comply with or satisfy any covenant,  condition or agreement to be complied with
or satisfied by it hereunder.  Should any such event,  fact or condition require
any  change to the  Seller's  Disclosure  Schedule,  the Seller  shall  promptly
deliver to the Buyer a supplement to the Seller's Disclosure Schedule specifying
such change.

      (c) In the event that the Seller  delivers one or more  supplements to the
Seller's  Disclosure  Schedule  pursuant to Section  5.20(b)  that  reflects any
events, facts or conditions which, individually or in the aggregate, would cause
the  conditions  set forth in Sections  6.3 or 6.4 not to be  satisfied  and the
Buyer does not exercise its right to  terminate  this  Agreement on the basis of
such supplements to the Seller's Disclosure  Schedule,  within ten (10) Business
Days of the  Buyer's  receipt of such  supplements  to the  Seller's  Disclosure
Schedule,  the Buyer will be deemed to have accepted such supplemented  Seller's
Disclosure Schedule,  the delivery of any such supplement will be deemed to have
cured any  misrepresentation  or breach of warranty  that  otherwise  might have
existed hereunder by reason of such event, fact or condition and, from and after
the Closing Date, no Buyer  Indemnitee  will have any claim for  indemnification
for any such events, facts or conditions.


                                       30
<PAGE>

      Section 5.21 Transfer Taxes. All transfer, documentary, sales, use, stamp,
registration, value added and other such Taxes and fees (including any penalties
and interest)  incurred in connection  with this Agreement  shall be paid by the
Buyer when due, and the Buyer shall, at its own expense,  file all necessary Tax
Returns and other documentation with respect to all such Taxes and fees.

      Section  5.22 Buyer's  Investigation.  Seller shall give Buyer and Buyer's
officers,  employees,  legal  counsel,  accountants  and  other  representatives
reasonable  on-site access to and the right to inspect,  during normal  business
hours, all of the premises,  properties,  assets,  records,  contracts and other
documents of the Seller and the Subsidiaries  relating to the Seller's Business,
and shall  permit them to consult  with the  officers,  employees,  accountants,
legal counsel and agents of the Seller and the  Subsidiaries  for the purpose of
making such  investigation as the Buyer shall reasonably  consider  appropriate.
Prior to the Closing,  the Seller shall,  and shall cause the  Subsidiaries  to,
furnish to the Buyer all such  documents and copies of documents and records and
information  which  relate to the  Seller's  Business  and copies of any working
papers relating thereto as the Buyer shall from time to time reasonably request.

      Section  5.23 Payoff  Letters.  Prior to the Closing  Date,  Seller  shall
provide Buyer with  appropriate  payoff  letters and forms of Lien releases with
respect to the indebtedness of the Seller and the Subsidiaries  under the Credit
Line or to IBF.

      Section 5.24 Tax Matters.

      (a) The Seller and each Subsidiary shall:

            (i)   duly and  timely  file or cause  to be filed  all Tax  Returns
                  required to be filed by,  including  or relating to the Seller
                  or such  Subsidiary for all periods  through and including the
                  Closing  Date,  which Tax Returns  shall be true,  correct and
                  complete;

            (ii)  duly and  timely  pay or cause to be paid all  Taxes  that are
                  required  to be paid on or before  the  Closing  Date or which
                  relate to periods  ending on or before the Closing  Date,  and
                  shall  properly  accrue on its Financial  Statements and books
                  and  records in  accordance  with GAAP for the  payment of any
                  Taxes that are not yet payable; and

            (iii) comply in all material  respects  with all Legal  Requirements
                  and  all  other   rules  and   regulations   relating  to  the
                  collection, withholding and payment of Taxes.

      (b) The Seller shall give the Buyer a copy of each Tax Return  referred to
in this Section 5.24,  together with all related work papers,  for its review at
least  fifteen  (15)  Business  Days in the case of an Income  Tax Return and at
least five (5) Business Days in the case of any other Tax Return prior to filing
such Tax Return.  The Buyer's  receipt of any Tax  Return,  review and  comments
thereon  shall not waive any right the Buyer or its  Affiliates  may have  under
this Agreement.


                                       31
<PAGE>

                                   ARTICLE VI

                     CONDITIONS PRECEDENT TO THE OBLIGATION
                              OF THE BUYER TO CLOSE

            The  obligation  of  the  Buyer  to  consummate   the   transactions
contemplated  hereby at the Closing is subject to the fulfillment on or prior to
the Closing Date of the  following  conditions,  any one or more of which may be
waived by the Buyer:

      Section 6.1 No Orders. No Order shall have been issued by any Governmental
Body to restrain or prohibit the consummation of the  transactions  contemplated
hereby.

      Section 6.2 Court Approval. The Court Approval shall have been obtained.

      Section  6.3  Representations  and  Warranties.  The  representations  and
warranties of the Seller in this Agreement which are qualified as to materiality
or Material  Adverse  Effect shall be true and correct in all respects on and as
of the Closing Date as though such  representations  and warranties were made at
and as of the Closing Date (except for representations and warranties  expressly
stated to relate to a  specific  date,  in which  case such  representation  and
warranties   shall  be  true  and  correct  as  of  such  date)  and  all  other
representations and warranties of the Seller in this Agreement shall be true and
correct  on and as of the  Closing  Date  as  though  such  representations  and
warranties  were made at and as of the Closing Date (except for  representations
and warranties expressly stated to relate to a specific date, in which case such
representations  and  warranties  shall be true and  correct  as of such  date);
provided that this condition shall be deemed to be satisfied  unless any failure
of any such  representation  or  warranty  to be true and correct has a Material
Adverse Effect,  either alone or when taken in the aggregate with other breaches
of any such representations and warranties.

      Section 6.4  Performance.  The Seller shall have performed and complied in
all material respects with all agreements, obligations, covenants and conditions
required by this  Agreement to be so performed or complied with by the Seller at
or prior to the Closing.

      Section 6.5 Indemnification  Escrow Agreement.  The Seller shall have duly
executed and delivered the Indemnification Escrow Agreement.

      Section 6.6 A/R Escrow Agreement.  The Seller shall have duly executed and
delivered the A/R Escrow Agreement.

      Section  6.7 Bill of  Sale.  The  Seller  shall  have  duly  executed  and
delivered a Bill of Sale  substantially  in the form attached  hereto as Exhibit
6.7 (the "Bill of Sale").

      Section 6.8 Assignment of Trademarks.  The Seller shall have duly executed
and delivered an Assignment  of  Trademarks  substantially  in the form attached
hereto as Exhibit 6.8.

      Section 6.9  Required  Consents.  The  Required  Consents  shall have been
obtained.

      Section 6.10 Arrangements with Holders of Seller Notes.

      (a) Mr.  Robert I.  Bostian,  Jr.  and Mr.  Joseph J.  McGarry  shall have
entered into an agreement pursuant to which all amounts owing to Messrs. Bostian
and McGarry and BMI Realty Associates shall be deemed fully paid in exchange for
a cash  payment of $534,000  and a  promissory  note in the amount of  $117,000,
including,  without  limitation,  the  Seller  Note  which  is to be  repaid  in
accordance  with  Section  2.6(a)(iii),  and Messrs.  Bostian and McGarry  shall
deliver to Buyer the stock  certificates of Benefit  Management,  Inc. that were
pledged to them.


                                       32
<PAGE>

      (b) Mr.  John M.  Doyle and Ms.  Sheila  Barnett  will have  delivered  an
estoppel  letter stating that following the Closing,  their only remaining claim
relates to accounts receivable in the amount of approximately $154,192.

      Section 6.11 No Material Adverse Effect. Since the date of this Agreement,
there shall not have been a Material Adverse Effect.

                                   ARTICLE VII

                     CONDITIONS PRECEDENT TO THE OBLIGATION
                             OF THE SELLER TO CLOSE

            The  obligation  of  the  Seller  to  consummate  the   transactions
contemplated  hereby at the Closing is subject to the fulfillment on or prior to
the Closing Date of the  following  conditions,  any one or more of which may be
waived by the Seller:

      Section 7.1 No Orders. No Order shall have been issued by any Governmental
Body to restrain or prohibit the consummation of the  transactions  contemplated
hereby.

      Section 7.2 Court Approval. The Court Approval shall have been obtained.

      Section  7.3  Representations  and  Warranties.  The  representations  and
warranties of Buyer in this Agreement which are qualified as to materiality must
have been accurate in all respects as of the date of this  Agreement and must be
accurate in all respects as of the Closing Date as if made on the Closing  Date,
and all other  representations  and  warranties of Buyer in this  Agreement must
have been  accurate in all  respects as of the date hereof and as of the Closing
Date as though made at and as of the Closing Date.

      Section 7.4  Performance.  Buyer shall have  performed and complied in all
material  respects with all  agreements,  obligations,  covenants and conditions
required by this  Agreement to be so  performed or complied  with by Buyer at or
prior to the Closing Date.

      Section 7.5  Indemnification  Escrow Agreement.  The Buyer shall have duly
executed and delivered the Indemnification Escrow Agreement.

      Section 7.6 A/R Escrow  Agreement.  The Buyer shall have duly executed and
delivered the A/R Escrow Agreement.

      Section 7.7 Assumption  Agreement.  The Buyer shall have duly executed and
delivered the Assumption Agreement.

      Section  7.8  Registration  Rights  Agreement.  The Buyer  shall have duly
executed and delivered the Registration Rights Agreement.

      Section 7.9 Put Agreement. Each of DCI Master LDC and Duncan Capital Group
LLC shall have duly executed and delivered the Put Agreement.

      Section 7.10  Required  Consents.  The Required  Consents  shall have been
obtained.


                                       33
<PAGE>

      Section 7.11 Laska  Contract.  The Buyer shall have performed its covenant
set forth in Section  5.12 and Mr.  Laska shall have  executed  and  delivered a
release in favor of the Seller  against  any  liability  to Mr.  Laska under his
current employment agreement.

                                  ARTICLE VIII

                            SURVIVAL; INDEMNIFICATION

      Section 8.1  Survival.  The  representations,  warranties,  covenants  and
agreements  of the Seller,  on the one hand,  and the Buyer,  on the other hand,
contained in this  Agreement  and the  certificates  delivered  pursuant to this
Agreement  will  survive the  Closing  Date until the first  anniversary  of the
Closing Date,  at which point such  representations,  warranties,  covenants and
agreements and any claim for indemnification on account thereof will terminate.

      Section 8.2 Indemnification of Buyer Indemnitees.  Subject to Section 8.1,
this Section 8.2 and Sections 8.5 and 8.7, from and after the Closing Date,  the
Seller  will  indemnify  and hold  harmless  the  Buyer and its  successors  and
permitted assigns,  and the officers,  employees,  directors and stockholders of
the Buyer and their respective heirs and personal representatives (collectively,
the "Buyer  Indemnitees"),  solely out of the Indemnification  Escrow Amount and
subject  to the terms of the  Escrow  Agreement,  for the  amount of any and all
out-of-pocket  losses,  costs,  damages,  claims,  fines,  penalties,   expenses
(including reasonable fees and expenses of outside attorneys),  reasonable costs
of investigation (including reasonable fees and expenses of outside accountants,
consultants and experts reasonably engaged),  amounts paid in settlement,  court
costs, and other expenses of litigation but excluding any and all internal costs
and  expenses  incurred  by any party  entitled  to  indemnification  under this
Article VIII  (collectively,  "Damages") actually incurred by a Buyer Indemnitee
arising  out of (i) any breach of any  representation  or warranty of the Seller
contained  in Article III of this  Agreement or (ii) any breach by the Seller of
any of its covenants or agreements  contained in this Agreement that survive the
Closing Date.

      Section  8.3  Indemnification  of Seller  Indemnitees.  From and after the
Closing  Date,  the Buyer will  indemnify  and hold  harmless the Seller and its
respective  successors  and  permitted  assigns,  and the  officers,  employees,
directors and  stockholders of the Seller and its respective  heirs and personal
representatives  (collectively,  the "Seller  Indemnitees") for, and will pay to
the Seller  Indemnitees the amount of, any Damages actually incurred by a Seller
Indemnitee  arising out of (a) any breach of any  representation  or warranty of
the Buyer contained in this Agreement, (b) any breach by the Buyer of any of its
covenants or agreements contained in this Agreement or any certificate delivered
pursuant to this Agreement that survive the Closing Date, (c) Buyer's failure to
pay, discharge or perform any of its liabilities or obligations  constituting or
with respect to the Assumed Liabilities or (d) Buyer's operation of the Seller's
Business and use of the Assets after the Closing.

      Section 8.4 Exclusive  Remedy.  The Parties agree that, from and after the
Closing Date, the exclusive  remedies of the Parties for any Damages arising out
of or based upon the matters set forth in this Agreement are the indemnification
obligations of the Parties set forth in this Article VIII.


                                       34
<PAGE>

      Section  8.5  Limitations  on   Indemnification   of  Buyer   Indemnitees.
Notwithstanding  anything  herein  to the  contrary,  the  right  of  the  Buyer
Indemnitees to indemnification under this Article VIII is limited as follows:

      (a) The Buyer  Indemnitees  will not be entitled to  indemnification  with
respect to the matters  described in Section 8.2 for any Damages until the total
of all such  Damages  suffered by the Buyer  Indemnitees  exceeds the sum of One
Hundred  Thousand  Dollars  ($100,000) (the "Basket"),  in which event the Buyer
Indemnitees will be entitled to indemnification from the Indemnification  Escrow
Amount for all Damages in excess of the Basket.

      (b) All  claims  for  Damages  made by any Buyer  Indemnitee  pursuant  to
Section 8.2 shall be satisfied solely out of the Indemnification  Escrow Amount,
subject to the terms of the Escrow  Agreement.  In no event  shall the Seller be
liable  for   Damages   pursuant  to  this   Article   VIII  in  excess  of  the
Indemnification Escrow Amount.

      (c) The Buyer Indemnitees'  right to  indemnification  pursuant to Section
8.2 on account of any Damages  shall be reduced by all  insurance or other third
party indemnification  proceeds actually received by the Buyer Indemnitees.  The
Buyer shall use commercially reasonable efforts to claim and recover any Damages
suffered by the Buyer  Indemnitees  under any such  insurance  policies or other
third  party  indemnities;  provided  that the Buyer  shall not be  required  to
initiate any Action or expend any material amounts in connection therewith.

      (d) Except with respect to Damages actually awarded to a third party in an
action brought against a Buyer  Indemnitee,  the Buyer  Indemnitees shall not be
entitled to indemnification pursuant to Section 8.2 hereof for punitive damages,
or for lost profits, consequential, incidental, exemplary or special damages.

      Section 8.6  Limitations on  Indemnification  of Seller  Indemnitees.  The
Seller Indemnitees will not be entitled to  indemnification  pursuant to Section
8.3 hereof for any Damages  until the total of all such Damages  suffered by the
Seller Indemnitees  exceeds the sum of One Hundred Thousand Dollars  ($100,000),
in which event the Seller  Indemnitees will be entitled to  indemnification  for
all Damages in excess of One Hundred  Thousand  Dollars  ($100,000)  and up to a
maximum of Eight Hundred Thousand Dollars ($800,000).

      (a) The Seller  Indemnitees' right to indemnification  pursuant to Section
8.3 on account of any Damages  shall be reduced by all  insurance or other third
party indemnification proceeds actually received by the Seller Indemnitees.  The
Seller  shall use  commercially  reasonable  efforts  to claim and  recover  any
Damages suffered by the Seller  Indemnitees under any such insurance policies or
other third party indemnities.

      (b) Except with respect to Damages actually awarded to a third party in an
action brought against a Seller Indemnitee,  the Seller Indemnitees shall not be
entitled to indemnification pursuant to Section 8.3 hereof for punitive damages,
or for lost profits, consequential, exemplary or special damages.

      Section 8.7 Procedures. The following procedures shall apply to all claims
for indemnification pursuant to this Article VIII:


                                       35
<PAGE>

      (a)  Notice of  Damages  by Seller  Indemnitee.  As soon as is  reasonably
practicable  after a Seller  Indemnitee  obtains  knowledge of any Damages,  the
Seller  shall give  written  notice of such  Damages (a "Claims  Notice") to the
Buyer  describing  the Damages in  reasonable  detail,  and  indicate the amount
(estimated,  if  necessary  and to the extent  feasible) of the Damages that has
been or may be  suffered by the  applicable  Seller  Indemnitee.  No delay in or
failure  to give a Claims  Notice by the  Seller to the Buyer  pursuant  to this
Section  8.7(a) will  adversely  affect any of the other rights or remedies that
the  Seller  has under  this  Agreement,  or alter or  relieve  the Buyer of its
obligation to indemnify the applicable  Seller  Indemnitee  except to the extent
that it is materially prejudiced thereby.

      (b) Notice of Damages by Buyer Indemnitee.

            (i)   Claims for Damages.  Subject to the  limitations  set forth in
                  this Article  VIII, if any Buyer  Indemnitee  believes in good
                  faith  that  it  has a  claim  for  indemnification  from  the
                  Indemnification  Escrow Amount (an "Escrow Claim"),  the Buyer
                  shall, as soon as it is reasonably  practical after it becomes
                  aware of such Escrow  Claim,  notify the Seller and the Escrow
                  Agent  of such  Escrow  Claim by  means  of a  written  notice
                  specifying the nature, circumstances and amount of such Escrow
                  Claim  accompanied  by an  affidavit  of the  Chief  Executive
                  Officer or Chief Financial  Officer of the Buyer setting forth
                  with reasonable  particularity  the underlying  facts actually
                  known  or in good  faith  believed  by the  affiant  to  exist
                  sufficient to establish, as of the date of such affidavit, the
                  basis for the Escrow Claim and setting  forth the Buyer's good
                  faith  calculation  of the Damages  incurred by the applicable
                  Buyer Indemnitee with respect thereto, and including copies of
                  all  written  documentation  in the  possession  of the  Buyer
                  Indemnitees  relating to the  circumstances  or events  giving
                  rise to such  Escrow  Claim (an  "Escrow  Claim  Notice"  and,
                  together with a Claims Notice, a "Notice"). The failure by the
                  Buyer to promptly  deliver an Escrow  Claim  Notice under this
                  Section  8.7(b)(i)  will not adversely  affect the  applicable
                  Buyer   Indemnitee's   right  to   indemnification   from  the
                  Indemnification  Escrow Amount except to the extent the Seller
                  is materially  prejudiced  thereby.  If, by 5:00 p.m. New York
                  time on the 30th day  following  receipt  by the  Seller of an
                  Escrow Claim Notice (the "Dispute Period"),  the Buyer and the
                  Escrow  Agent  have not  received  from the  Seller  notice in
                  writing  that the Seller  objects to the Escrow  Claim (or the
                  amount of Damages set forth  therein)  asserted in such Escrow
                  Claim Notice (a "Dispute Notice"),  the Escrow Agent shall pay
                  to the Buyer from the Indemnification Escrow Amount the amount
                  of  Damages  specified  in the  Claim  Notice  subject  to the
                  limitations contained in this Article VIII.

            (ii)  Disputes. If the Seller delivers a Dispute Notice to the Buyer
                  within the  Dispute  Period,  the Buyer and the  Seller  shall
                  promptly meet and use their  reasonable  efforts to settle the
                  dispute as to whether and to what extent the Buyer Indemnitees
                  are  entitled  to  indemnification  on account of such  Escrow
                  Claim. If the Buyer and the Seller are able to reach agreement
                  within 30 days after the Buyer  receives such Dispute  Notice,
                  the  Buyer  and the  Seller  shall  deliver  a  joint  written
                  instruction  to the Escrow Agent setting forth such  agreement
                  and  instructing  the Escrow  Agent to release  funds from the
                  Indemnification  Escrow  Amount  subject  to  the  limitations
                  contained  in this Article  VIII.  If the Buyer and the Seller
                  are unable to reach  agreement  within 30 days after the Buyer
                  receives  such  Dispute  Notice,   then  the  dispute  may  be
                  submitted to a court of competent  jurisdiction  by either the
                  Buyer or the Seller.  For all purposes of this  Article  VIII,
                  the  Buyer  and the  Seller  shall  cooperate  with  and  make
                  available  to the  other  party  and its  representatives  all
                  information,  records and data,  and shall  permit  reasonable
                  access to its facilities  and personnel,  as may be reasonably
                  required in connection with the resolution of such disputes.


                                       36
<PAGE>

      (c) Opportunity to Defend Third Party Claims. In the event of any claim by
a third  party  against  any Buyer  Indemnitee  or Seller  Indemnitee  for which
indemnification  is available  under this Article  VIII  (whether  pursuant to a
lawsuit,  other legal action or  otherwise,  a "Third Party  Claim"),  the party
against whom  indemnification  or  reimbursement,  as applicable,  may be sought
hereunder  (the  "Indemnifying  Party")  shall be entitled and, if it so elects,
shall  (subject  to Section  8.7(d)) be  obligated  at its own cost and  expense
(which shall not be  reimbursed  to the Seller from the  Indemnification  Escrow
Account if the Seller is the  Indemnifying  Party),  (i) to take  control of the
defense  and  investigation  of such  Third  Party  Claim and (ii) to pursue the
defense  thereof in good faith by appropriate  actions or  proceedings  promptly
taken or instituted and diligently pursued,  including,  without limitation,  to
employ and engage attorneys of its own choice reasonably acceptable to the party
seeking  indemnification  or  reimbursement,   as  applicable,   hereunder  (the
"Indemnified  Party") to handle  and defend  such  Third  Party  Claim,  and the
Indemnifying  Party shall be entitled (but not obligated),  if it so elects,  to
compromise or settle such claim,  which  compromise or settlement  shall be made
only with the written consent of the Indemnified  Party,  such consent not to be
unreasonably  withheld  or  delayed;  provided  that such  consent  shall not be
required if the  Indemnified  Party is released  from any further  liability  or
obligation  as a  condition  to  such  settlement;  provided,  however,  if  the
Indemnifying Party controlling the defense of a Third Party claim is the Seller,
the consent of the  Indemnified  Party shall not be necessary in connection with
any compromise or settlement of such Third Party Claim that solely  involves the
payment of monetary  damages not exceeding an amount equal to the then remaining
portion  of the  Indemnification  Escrow  Amount  minus  the sum of all  Damages
claimed under then pending (but unresolved) Escrow Claims Notices.  In the event
the Indemnifying Party elects to assume control of the defense and investigation
of  such  Third  Party  Claim  in  accordance  with  this  Section  8.7(c),  the
Indemnified  Party  may,  at  its  own  cost  and  expense,  participate  in the
investigation, trial and defense of such Third Party Claim, provided that if the
named Persons to a lawsuit or other legal action  include both the  Indemnifying
Party and the Indemnified  Party and the  Indemnified  Party has been advised by
counsel  that  there  may  be one or  more  legal  defenses  available  to  such
Indemnified  Party that are different  from or additional to those  available to
the  Indemnifying  Party,  the  Indemnified  Party  shall  be  entitled,  at the
Indemnifying  Party's cost,  risk and expense  (which shall not be reimbursed to
the  Seller  from  the  Indemnification  Escrow  Account  if the  Seller  is the
Indemnifying  Party), to retain one firm of separate counsel of its own choosing
(along with any required  local  counsel).  If the  Indemnifying  Party fails to
assume the  defense of such Third Party Claim in  accordance  with this  Section
8.7(c) within 14 days after delivery of the Claim Notice in connection with such
Third Party Claim,  the  Indemnified  Party against which such Third Party Claim
has  been  asserted  shall  (upon  delivering  notice  to  such  effect  to  the
Indemnifying  Party) have the right to  undertake  the defense,  compromise  and
settlement of such Third Party Claim, and the Indemnifying Party shall be liable
for the costs of such defense and any  resulting  settlement of such Third Party
Claim and for any final judgment with respect  thereto  (subject to any right of
appeal),  if any, but only to the extent  otherwise  provided in this  Agreement
(including Sections 8.5 and 8.6 hereof),  which shall be reimbursed to the Buyer
from the  Indemnification  Escrow Account at the Buyer's  option,  to the extent
that funds  remain in such  account  after the payment of any  Damages  relating
thereto,  if the Buyer is the Indemnified  Party. In the event the  Indemnifying
Party assumes the defense of the claim,  the  Indemnifying  Party shall keep the
Indemnified  Party  reasonably  informed of the  progress  of any such  defense,
compromise or  settlement,  and in the event the  Indemnified  Party assumes the
defense of the claim, the Indemnified  Party shall keep the  Indemnifying  Party
reasonably  informed  of  the  progress  of  any  such  defense,  compromise  or
settlement.


                                       37
<PAGE>

      (d)  Notwithstanding  anything  set forth herein to the  contrary,  if the
Indemnifying Party controlling the defense of a Third Party Claim is the Seller,
the Seller's costs and expenses  incurred in connection  with such defense shall
not be reimbursed to the Seller from the Indemnification Escrow Amount.

      Section 8.8 Adjustment to Purchase  Price.  The Buyer and the Seller agree
that any payments made from the  Indemnification  Escrow Amount pursuant to this
Article VIII shall be treated as an  adjustment  to the  Purchase  Price for all
purposes  and shall  prepare and file their Tax  Returns and other  filings in a
manner consistent therewith.

                                   ARTICLE IX

                                   TERMINATION

      Section 9.1 Termination. This Agreement may not be terminated prior to the
Closing, except:

      (a) by mutual agreement of the Buyer and the Seller;

      (b) at the  election of the Buyer,  if the Seller has  breached any of its
material  obligations  contained  in this  Agreement,  which breach has not been
cured by the Seller within 30 days after the Seller's  receipt of written notice
of such breach from the Buyer;

      (c) at the  election of the Seller,  if the Buyer has  breached any of its
material  obligations  contained  in this  Agreement,  which breach has not been
cured by the Buyer within 30 days after the Buyer's receipt of written notice of
such breach from the Seller;

      (d) at the  election of either the Buyer or the Seller upon prior  written
notice,  if any Governmental  Body shall have issued an Order or taken any other
final  action  restraining  or  prohibiting  consummation  of  the  transactions
contemplated hereby and such Order is or shall have become non-appealable;

      (e) at the  election of either the Buyer or the Seller upon prior  written
notice,  if any of the  conditions  set  forth in  Article  VI or  Article  VII,
respectively,  has not been fulfilled as of the close of business on December 1,
2005; provided,  however,  that the party whose conduct substantially results in
the failure of such condition to be fulfilled may not be the terminating  party;
or

      (f) at the election of either the Buyer or the Seller,  to be exercised no
later than 5:00 p.m.  New York City time on November 4, 2005,  if the holders of
the National Associates,  Inc., N.W. Seller Note shall not by 5:00 p.m. New York
City time on November 4, 2005 have  delivered  an estoppel  letter to the effect
that such Seller Note is not in default and a  subordination  agreement in favor
of the Buyer's lender in a form reasonably satisfactory to Buyer.


                                       38
<PAGE>

      Section  9.2  Effect  of  Termination.  If this  Agreement  is  terminated
pursuant  to  Section  9.1  and the  transactions  contemplated  hereby  are not
consummated, then:

      (a) this Agreement shall become null and void and have no further force or
effect,  except  that any such  termination  shall be without  prejudice  to the
rights of any party on account of the  non-satisfaction  of the  conditions  set
forth in Articles VI and VII resulting from the intentional or willful breach or
violation of the covenants or agreements of another party under this Agreement;

      (b)  notwithstanding  anything  in this  Agreement  to the  contrary,  the
provisions  of Section 5.4,  Section  5.5,  this Section 9.2 and Article X shall
survive any termination of this Agreement;

      (c) the Buyer  shall  promptly  return to the Seller all books and records
and all other  information  furnished  by the Seller,  its agents,  employees or
representatives (including all copies, if any) and shall not use or disclose the
information  contained  in such books and  records  for any purpose or make such
information available to any other Person;

      (d) in the event this  Agreement is terminated  by the Seller  pursuant to
Section  9.1(c) above,  then the Seller shall be entitled to receive the Earnest
Money from the Escrow Agent;

      (e) The Parties  agree that the amount of actual  damages which the Seller
would  suffer  as a result of  Buyer's  material  breach of any of its  material
obligations  contained in this  Agreement  resulting in Seller's  termination of
this Agreement  pursuant to Section 9.1(c) of this Agreement  would be extremely
difficult to determine,  and have agreed that the amount of the Earnest Money is
a reasonable  estimate of Seller's damages and is intended to constitute a fixed
amount of liquidated  damages in lieu of other  remedies  available to Seller in
respect of such breach and is not intended to constitute a penalty. Accordingly,
upon the full and complete  payment of the Earnest  Money to Seller  following a
termination  of  this  Agreement  pursuant  to  Section  9.1(c),  Buyer  will be
discharged  from any further  obligations  and  liabilities to Seller under this
Agreement; and

      (f) If this Agreement is terminated by either Party other than pursuant to
Section 9.1(c), the Earnest Money will be disbursed by the Escrow Agent to Buyer
from the escrow account  established  pursuant to the Deposit Escrow  Agreement,
subject to and in accordance with the terms of the Deposit Escrow Agreement.


                                       39
<PAGE>

                                    ARTICLE X

                                  MISCELLANEOUS

      Section 10.1 Consent to Jurisdiction;  Service of Process;  Waiver of Jury
Trial.

      (a) Any legal Action brought by any Party or any of its Affiliates arising
out of or based upon this  Agreement  shall only be instituted in any federal or
state court in New York County,  New York,  and each party waives any  objection
which  it may  now or  hereafter  have  to  the  laying  of  venue  of any  such
proceeding,  and irrevocably  submits to the  jurisdiction of such courts in any
such Action.

      (b) Any and all service of process and any other  notice in any such claim
shall be effective against any party to this Agreement if given personally or by
registered or certified mail, return receipt requested, or by any other means of
mail that requires a signed receipt,  postage  prepaid,  mailed to such party as
provided in Section 10.2. Nothing herein contained shall be deemed to affect the
right of any party to serve process in any manner permitted by Law.

      (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE  COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH PARTY HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY  WAIVES ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY.

      (d) EACH PARTY  CERTIFIES  AND  ACKNOWLEDGES  THAT (i) NO  REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS  REPRESENTED,  EXPRESSLY OR  OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
WAIVER IN SECTION  10.1(c),  (ii) SUCH PARTY  UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF SUCH WAIVER,  (iii) SUCH PARTY MAKES SUCH WAIVER VOLUNTARILY AND
(iv) SUCH PARTY HAS BEEN  INDUCED TO ENTER INTO THIS  AGREEMENT  BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS IN SECTION 10.1(c) AND
THIS SECTION 10.1(d).

      Section  10.2  Notices.  Any  notice or other  communication  required  or
permitted  hereunder  shall be in writing  and shall be deemed to have been duly
given (a) on the day of delivery if  delivered  in person,  or if  delivered  by
facsimile upon confirmation of receipt,  (b) on the first Business Day following
the date of dispatch if  delivered by a nationally  recognized  express  courier
service,  or (c) on the fifth  Business  Day  following  the date of  mailing if
delivered by registered or certified  mail,  return receipt  requested,  postage
prepaid.  All  notices  hereunder  shall be  delivered  as set forth  below,  or
pursuant to such other  instructions  as may be  designated  by notice  given in
accordance with this Section 10.2 by the party to receive such notice:


                                       40
<PAGE>

(a) if to the Buyer, to:

                           National Investment Managers Inc.
                           830 Third Avenue, 14th Floor
                           New York, NY 10022
                           Attention:   Richard E. Stierwalt
                           Facsimile:   (212) 581-7010

                           with a copy to:

                           Cohen Tauber Spievack & Wagner LLP
                           420 Lexington Ave, Suite 2400,
                           New York, NY 10170
                           Attention:   Adam Stein, Esq.
                           Facsimile:   (212) 586-5095

(b) if to the Seller, to:

                           American Benefit Resources, Inc.
                           81 Main Street, Suite 501
                           White Plains, NY  10601
                           Attention:   Chief Executive Officer
                           Facsimile:   (914) 328-6678

                           with copies to:

                           IBF Fund Liquidating, LLC
                           c/o Kaye Scholer LLP
                           425 Park Avenue
                           New York, NY  10022
                           Attention:   Arthur J. Steinberg, Esq., Manager
                           Facsimile:   (212) 836-8564

                           and

                           Kaye Scholer LLP
                           425 Park Avenue
                           New York, NY  10022
                           Attention:   Emanuel S. Cherney, Esq.
                           Facsimile:   (212) 836-7152

      Section  10.3  Entire  Agreement.   This  Agreement,   together  with  the
Confidentiality  Agreement  and any  other  collateral  agreements  executed  in
connection  with  the  consummation  of the  transactions  contemplated  hereby,
contain  the  entire  agreement  among the  Parties  with  respect  to the Asset
Purchase  and  supersede  all prior  agreements,  written or oral,  with respect
thereto.


                                       41
<PAGE>

      Section  10.4  Waivers  and  Amendments.  This  Agreement  may be amended,
superseded,  canceled,  renewed or extended, and the terms hereof may be waived,
only by a written  instrument signed by the Buyer and the Seller or, in the case
of a waiver, by the Party waiving compliance.  No delay on the part of any party
in exercising any right, power or privilege  hereunder shall operate as a waiver
thereof,  nor shall any waiver on the part of any Party of any such right, power
or  privilege,  nor any single or partial  exercise of any such right,  power or
privilege,  preclude any further  exercise  thereof or the exercise of any other
such right, power or privilege.

      Section  10.5  Governing  Law.  This  Agreement  shall be  governed by and
construed in accordance with the laws of the State of New York without regard to
any conflict of laws rules thereof that might  indicate the  application  of the
laws of any other jurisdiction.

      Section 10.6 Binding Effect;  Assignment.  This Agreement shall be binding
upon and inure to the benefit of the Parties and their respective successors and
assigns. This Agreement is not assignable by any Party without the prior written
consent  of the other  party;  provided  that (i) Buyer may  assign  its  rights
hereunder (but not its obligations) to any Person  providing  financing to Buyer
in connection with the transactions  contemplated  hereby; and (ii) prior to the
Closing,  Buyer may designate  certain of its Affiliates or  subsidiaries as the
transferee  of the  Assets  to be  acquired  hereunder;  provided  that  no such
designation or transfer shall relieve Buyer of any of its obligations hereunder.

      Section 10.7 Usage.  All pronouns and any variations  thereof refer to the
masculine,  feminine or neuter,  singular or plural, as the context may require.
All terms  defined in this  Agreement  in their  singular  or plural  forms have
correlative  meanings  when used  herein  in their  plural  or  singular  forms,
respectively.   Unless  otherwise  expressly  provided,   the  words  "include,"
"includes" and  "including" do not limit the preceding  words or terms and shall
be deemed to be followed by the words  "without  limitation."  Any  reference in
this Agreement to "Dollars" or "$" shall mean U.S. dollars.

      Section 10.8 Articles and Sections.  All references herein to Articles and
Sections shall be deemed references to such parts of this Agreement,  unless the
context  shall  otherwise  require.  The Article  and  Section  headings in this
Agreement are for reference only and shall not affect the interpretation of this
Agreement.

      Section 10.9  Interpretation.  The Parties  acknowledge and agree that (a)
each Party and its counsel  reviewed and  negotiated the terms and provisions of
this  Agreement  and  have  contributed  to  its  revision,   (b)  the  rule  of
construction  to the  effect  that any  ambiguities  are  resolved  against  the
drafting party shall not be employed in the  interpretation  of this  Agreement,
and (c) the terms and provisions of this Agreement shall be construed  fairly as
to all Parties,  regardless  of which party was  generally  responsible  for the
preparation of this Agreement.

      Section 10.10 Severability of Provisions.  If any provision or any portion
of any provision of this Agreement shall be held invalid or  unenforceable,  the
remaining  portion  of such  provision  and  the  remaining  provisions  of this
Agreement shall not be affected thereby.  If the application of any provision or
any portion of any  provision of this  Agreement  to any Person or  circumstance
shall be held invalid or  unenforceable,  the  application  of such provision or
portion of such  provision  to Persons or  circumstances  other than those as to
which it is held invalid or unenforceable shall not be affected thereby.

      Section 10.11 No Third Party Beneficiaries.  Except as provided in Article
VIII with respect to the  indemnification  of the Buyer  Indemnitees  and Seller
Indemnitees, no provision of this Agreement is intended to, or shall, confer any
third party  beneficiary  or other rights or remedies upon any Person other than
the parties hereto.


                                       42
<PAGE>

      Section 10.12 Counterparts.  This Agreement may be executed by the Parties
hereto in separate  counterparts,  each of which when so executed and  delivered
shall be an original,  but all such  counterparts  together shall constitute one
and the same  instrument.  Each  counterpart  may  consist of a number of copies
hereof each signed by less than all, but together  signed by all, of the Parties
hereto.

      Section  10.13  Further  Assurances.  From time to time after the  Closing
Date,  at the request of the other Party  hereto and at the expense of the Party
so requesting,  the Parties hereto shall execute and deliver to such  requesting
party such  documents  and take such other action as such  requesting  Party may
reasonably request in order to consummate the transactions contemplated hereby.

      Section 10.14  Exhibits and  Schedules.  Any matter,  information  or item
disclosed  in the  Seller's  Disclosure  Schedule  or in  any  of the  Schedules
attached hereto, under any specific representation or warranty or section number
hereof,  shall  be  deemed  to have  been  disclosed  for all  purposes  of this
Agreement in response to every  representation  or warranty in this Agreement in
respect of which such  disclosure is reasonably  apparent.  The inclusion of any
matter,  information  or item in any Seller's  Disclosure  Schedule shall not be
deemed to  constitute  an admission of any  liability by the Seller to any third
party or otherwise  imply that any such matter,  information or item is material
or creates a measure for materiality for the purposes of this Agreement.

      Section  10.15  Enforcement  of Agreement.  The Parties  hereto agree that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement  was not  performed  in  accordance  with  its  specific  terms or was
otherwise  breached.  It is accordingly agreed that the Parties will be entitled
to an injunction or  injunctions  to prevent  breaches of this  Agreement and to
enforce  specifically the terms and provisions hereof, this being in addition to
any other remedy to which they are entitled at law or in equity.

                  [Remainder of page intentionally left blank]


                                       43
<PAGE>

      IN WITNESS  WHEREOF,  the parties have executed  this  Agreement as of the
date first above written.

                                       BUYER:

                                       NATIONAL INVESTMENT MANAGERS INC.

                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                       SELLER:

                                       AMERICAN BENEFIT RESOURCES, INC.

                                       By:
                                           -------------------------------------
                                           Name:
                                           Title: