EXECUTION VERSION

                            DEPOSIT ESCROW AGREEMENT

      THIS  DEPOSIT  ESCROW  AGREEMENT  (this  "Escrow  Agreement")  is made and
entered into as of November 1, 2005, by and among NATIONAL  INVESTMENT  MANAGERS
INC., a Florida  corporation  ("Buyer"),  JPMORGAN  CHASE BANK,  N.A., as escrow
agent (the "Escrow Agent"), and AMERICAN BENEFIT RESOURCES,  INC., a Connecticut
corporation (the "Seller").

                                    RECITALS

      A. Buyer and Seller have entered into an Asset Purchase  Agreement,  dated
as of November 1, 2005 (the "Asset Purchase Agreement"), pursuant to which Buyer
is acquiring substantially all of the assets of Seller.

      B. The Asset  Purchase  Agreement  contemplates  the  establishment  of an
escrow  arrangement  to provide  for the  deposit and release of the Deposit (as
defined  in  Section  2.4(c)  of the Asset  Purchase  Agreement)  consisting  of
$1,000,000 in cash.

      C. The Asset  Purchase  Agreement  provides  that (i) the Deposit  will be
deposited into the escrow arrangement contemplated hereby on the date hereof and
(ii) on the date of the closing of the  transactions  contemplated  by the Asset
Purchase Agreement (the "Closing Date"), (y) an escrow agreement will be entered
into by the parties  hereto (or, in lieu of the Escrow Agent,  by another escrow
agent reasonably satisfactory to the other parties hereto) (the "Indemnification
Escrow  Agreement")  to provide  for the  payment of any  Adjustment  Amount (as
defined  in the  Indemnification  Escrow  Agreement)  and to cover  the  matters
contemplated by Article VIII of the Asset Purchase Agreement,  and (z) an escrow
agreement  will be entered into by the parties hereto (or, in lieu of the Escrow
Agent,  by another  escrow agent  reasonably  satisfactory  to the other parties
hereto) (the "A/R Escrow  Agreement")  to provide for the payment of any Overdue
A/R (as defined in the Asset Purchase Agreement) collected by Buyer.

                                    AGREEMENT

      The parties, intending to be legally bound, agree as follows:

1.  Defined  Terms.  Capitalized  terms used in this  Escrow  Agreement  and not
otherwise  defined shall have the meanings  given to them in the Asset  Purchase
Agreement.

2. Accounts.

      2.1.  Deposit  Account.  On the date hereof,  Buyer is depositing with the
Escrow Agent (the "Deposit  Account") One Million Dollars  ($1,000,000.00)  (the
"Deposit  Amount")  pursuant to Section 2.4(c) of the Asset Purchase  Agreement.
The Escrow Agent agrees to accept delivery of the Deposit Amount and to hold the
Deposit Amount subject to the terms and conditions of this Escrow  Agreement and
the Asset Purchase  Agreement (but the Escrow Agent shall have no responsibility
with  respect  to the  Asset  Purchase  Agreement  other  than  to  perform  its
obligations as provided in this Escrow  Agreement and, if it is the escrow agent
thereunder,  the Indemnification Escrow Agreement and the A/R Escrow Agreement).
Escrow Agent agrees to hold the Deposit  Amount in a segregated  escrow  account
that will bear interest.

<PAGE>

      2.2.  Investment.  During the term of this  Escrow  Agreement,  the Escrow
Agent  shall  invest and  reinvest  the Deposit  Amount in one of the  following
investments:  (a) the JPMorgan 100% U.S. Treasuries Securities Money Market Fund
- Premier Share Class,  (b) JPMorgan Chase Bank, N.A. Money Market Account,  (c)
certificates  of  deposit  of the Escrow  Agent or (d)  treasury  bills or other
investments  backed by the full faith and credit of the United States of America
("Treasuries"),  in any  such  case  with a  remaining  maturity  at the time of
investment  not  exceeding 30 days,  or such other  instruments  as are mutually
acceptable  to Buyer,  Seller and the Escrow  Agent.  In the  absence of written
instructions  from Buyer and  Seller,  the Escrow  Funds will be  invested  in a
JPMorgan Chase Bank, N.A. Money Market Account.

      All investment  orders  involving  Treasuries,  commercial paper and other
direct  obligations  will be executed  through JPMorgan Fleming Asset Management
("JPMFAM"),  in the  investment  management  division  of  JPMorgan  Chase Bank.
Subject to the principles of best execution,  transactions  shall be effected on
behalf of the Deposit Account through broker-dealers selected by JPMFAM. In this
regard,  JPMFAM seeks to attain the best overall result for the Deposit Account,
taking into consideration quality of service and reliability. An agency fee will
be assessed in connection with each transaction, which fee will be a basis point
charge in the interest rate paid on the respective investment, which will be net
of  such  charge.  The  Escrow  Agent  shall  provide  to  Buyer  and  Seller  a
notification  providing  transaction details for the Deposit Account within five
days of any securities  transaction in that account.  This notification shall be
provided without any additional cost to Buyer and Seller.

      The Escrow Agent shall have the right to liquidate any  investments  held,
in order to provide funds necessary to make required  payments under this Escrow
Agreement.  The Escrow Agent in its capacity as escrow agent hereunder shall not
have any liability  for any loss  sustained as a result of any  investment  made
pursuant  to the  instructions  of the  parties  hereto  or as a  result  of any
liquidation of any investment  prior to its maturity or for the failure of Buyer
and Seller to provide the Escrow Agent with investment instructions.

      2.3. Transferability.  The interests of Seller in the Deposit Amount shall
not be assignable or  transferable,  except to IBF Fund Liquidating LLC ("IBF").
The assignment or transfer of any of such  interests  shall not be recognized or
given effect until Buyer and the Escrow Agent shall have received written notice
of such assignment or transfer.

      2.4. Trust Fund.  The Deposit Amount held in the Deposit  Account shall be
held as a trust fund and shall not be subject to any lien,  attachment,  trustee
process or any other judicial  process of any creditor of Seller or of any party
hereto.  The Escrow Agent shall hold and safeguard the Deposit Account until the
Deposit Amount is released in accordance with this Escrow Agreement.

3. Release of Deposit Amount.

      3.1. Upon receipt of a written  notice from Buyer stating that the Closing
Date has  occurred,  the Escrow  Agent shall  release (i) the Deposit  Amount to
Seller by wire transfer of immediately available funds to an account or accounts
specified in writing by Seller and (ii) all earnings,  interest and gains on the
investment of the Deposit  Amount (the  "Earnings") to Buyer by wire transfer of
immediately  available  funds to an account or accounts  specified in writing by
Buyer.


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<PAGE>

      3.2. In the event that the Asset Purchase Agreement is terminated prior to
the Closing  Date at the election of Seller  under  Section  9.1(c) of the Asset
Purchase  Agreement,  Seller shall give  written  notice to Buyer and the Escrow
Agent of such  termination  and that  such  termination  is  pursuant  to and in
compliance  with Section 9.1(c) of the Asset Purchase  Agreement.  If the Escrow
Agent receives no written  objection (a "Dispute  Notice") from the Buyer within
five (5) Business Days of Buyer's receipt of such notice (the "Dispute Period"),
the  Escrow  Agent  shall  deliver  the entire  Deposit  Amount  (including  any
Earnings)  to Seller  by wire  transfer  of  immediately  available  funds to an
account or accounts specified in writing by Seller. If the Escrow Agent receives
a Dispute  Notice from the Buyer before  expiration of the Dispute  Period,  the
Escrow Agent shall (1) promptly  forward a copy of the Dispute  Notice to Seller
and (2)  continue to hold the Deposit  Amount  (including  any  Earnings) in the
Deposit  Account,  and the Escrow Agent shall not  disburse  the Deposit  Amount
unless,  until and only to the  extent  that the  Escrow  Agent (i)  receives  a
certificate signed by Buyer and Seller regarding the disbursement of the Deposit
Amount  (including any Earnings) from the Deposit Account or (ii) is directed to
make such disbursement by a court  adjudicating such dispute.  To the extent any
party wishes to submit any dispute to adjudication, it shall do so in accordance
with  Section  8.5 hereof.  The Escrow  Agent shall not be liable for any action
taken or  omitted  by it in good  faith  except  to the  extent  that a court of
competent  jurisdiction  determines that the Escrow Agent's gross  negligence or
willful  misconduct was the primary cause of any loss to the Buyer or Seller. In
the event that the Escrow  Agent shall be  uncertain  as to its duties or rights
hereunder or shall receive instructions, claims or demands from any party hereto
which,  in its  opinion,  conflict  with any of the  provisions  of this  Escrow
Agreement,  it shall be entitled to refrain  from taking any action and its sole
obligation shall be to keep safely all property held in escrow until it shall be
directed  otherwise in writing by all of the other parties  hereto or by a final
order or judgment of a court of competent jurisdiction.

      3.3.  In the event that the Asset  Purchase  Agreement  is  terminated  by
either Seller or Buyer for any reason other than the reason set forth in Section
3.2 above,  Seller or Buyer,  as  applicable,  shall give written  notice to the
Escrow Agent of such  termination  and the basis of such  termination  under the
Asset  Purchase  Agreement and the Escrow Agent shall deliver the entire Deposit
Amount  (including  any  Earnings)  to Buyer  by wire  transfer  of  immediately
available funds to an account or accounts specified in writing by Buyer.


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<PAGE>

4. Fees and  Expenses.  The Buyer and Seller agree  jointly and severally to (i)
pay the Escrow Agent upon  execution of this Escrow  Agreement  and from time to
time  thereafter  reasonable  compensation  for  the  services  to  be  rendered
hereunder,  which unless  otherwise  agreed in writing  shall be as described in
Schedule 1 attached  hereto,  and (ii) pay or  reimburse  the Escrow  Agent upon
request for all  expenses,  disbursements  and  advances,  including  reasonable
attorney's  fees and  expenses,  incurred or made by it in  connection  with the
preparation,  execution, performance,  delivery, modification and termination of
this Escrow  Agreement.  Buyer, on the one hand, and Seller,  on the other hand,
shall each pay 50% of the fees of the Escrow Agent.

5. Limitation of Escrow Agent's Liability.

      5.1.  The  Escrow  Agent   undertakes   to  perform  such  duties  as  are
specifically  set forth in this  Escrow  Agreement  only and shall  have no duty
under any other agreement or document,  and no implied  covenants or obligations
shall be read into this Escrow  Agreement  against the Escrow Agent.  The Escrow
Agent may rely upon and shall not be liable for acting or refraining from acting
upon any written  notice,  instruction or request  furnished to it hereunder and
believed by it to be genuine and to have been signed or  presented by the proper
party or parties.  The Escrow  Agent  shall be under no duty to inquire  into or
investigate  the  validity,  accuracy  or content of any such  document.  In all
questions arising under this Escrow Agreement,  the Escrow Agent may rely on the
advice of counsel,  and for anything done,  omitted or suffered in good faith by
the Escrow  Agent based upon such advice the Escrow Agent shall not be liable to
anyone. Anything in this Escrow Agreement to the contrary notwithstanding, in no
event shall the Escrow  Agent be liable for special,  indirect or  consequential
losses or  damages of any kind  whatsoever  (including  but not  limited to lost
profits),  even if the Escrow Agent has been advised of the  likelihood  of such
loss or damage and regardless of the form of action.

      5.2.  The  Buyer  and  the  Seller   (collectively   referred  to  as  the
"Indemnitors") shall jointly and severally  indemnify,  defend and save harmless
the  Escrow  Agent  and its  directors,  officers,  agents  and  employees  (the
"Indemnitees")  from all loss,  liability  or  expense  (including  the fees and
expenses of in house or outside  counsel)  arising out of or in connection  with
(i) the Escrow  Agent's  execution  and  performance  of this Escrow  Agreement,
except in the case of any indemnitee to the extent that such loss,  liability or
expense is due to the gross negligence or willful misconduct of such indemnitee,
or (ii) its following any instructions or other directions from the Buyer or the
Seller,  except  to the  extent  that  its  following  any such  instruction  or
direction  is  expressly  forbidden  by the terms  hereof.  The  parties  hereto
acknowledge  that the foregoing  indemnities  shall survive the  resignation  or
removal of the Escrow Agent or the  termination  of this Escrow  Agreement.  The
parties  hereby grant the Escrow  Agent a lien on, right of set-off  against and
security  interest  in  the  Escrow  Fund  for  the  payment  of any  claim  for
indemnification, compensation, expenses and amounts due hereunder

6. Account Opening Information/TINs.

      6.1. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT


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<PAGE>

For accounts opened in the US:

To help the  government  fight the  funding of  terrorism  and money  laundering
activities,  Federal law requires all financial  institutions to obtain, verify,
and record information that identifies each person who opens an account. When an
account is opened,  Escrow Agent will ask for information  that will allow it to
identify relevant parties.

For non-US accounts:

To help in the fight  against  the  funding of  terrorism  and money  laundering
activities,  Escrow Agent is required along with all financial  institutions  to
obtain,  verify, and record information that identifies each person who opens an
account.  When an account is opened,  Escrow Agent will ask for information that
will allow it to identify relevant parties.

      6.2.  TINs.  The Buyer and the  Seller  each  represent  that its  correct
Taxpayer  Identification Number ("TIN") assigned by the Internal Revenue Service
("IRS")or any other taxing  authority is set forth in Schedule 1. Upon execution
of this  Agreement,  the Buyer and Seller shall  provide the Escrow Agent with a
fully executed W-8 or W-9 IRS form, which shall include the Buyer's and Seller's
TIN. In addition, all interest or other income earned under the Escrow Agreement
shall be allocated  and/or paid as directed in a joint written  direction of the
Buyer and the Seller and  reported  by the  recipient  to the  Internal  Revenue
Service or any other taxing authority.  Notwithstanding such written directions,
Escrow Agent shall report and, as required  withhold any taxes as it  determines
may be  required  by  any  law or  regulation  in  effect  at  the  time  of the
distribution.  In the absence of timely  direction,  all  proceeds of the Escrow
Fund shall be retained in the Escrow  Fund and  reinvested  from time to time by
the Escrow  Agent as  provided  in  Section  2.2  hereof.  In the event that any
earnings  remain  undistributed  at the end of any calendar  year,  Escrow Agent
shall  report to the  Internal  Revenue  Service  or such other  authority  such
earnings  as it  deems  appropriate  or as  required  by any  applicable  law or
regulation or, to the extent consistent therewith, as directed in writing by the
Buyer and the Seller.  In  addition,  Escrow  Agent shall  withhold any taxes it
deems appropriate and shall remit such taxes to the appropriate authorities.

7.  Termination.  This  Escrow  Agreement  shall  terminate  on the later of the
Closing  Date and the release by the Escrow Agent of the entire  Deposit  Amount
(including any Earnings) as provided herein.

8. Successor Escrow Agent. In the event the Escrow Agent becomes  unavailable or
unwilling  to continue as escrow agent under this Escrow  Agreement,  the Escrow
Agent may resign and be discharged from its duties and obligations  hereunder by
giving its written  resignation  to the parties to this Escrow  Agreement.  Such
resignation  shall take effect on the earlier of (i) a  successor  escrow  agent
being in place and (ii) thirty (30) days after such  resignation is given to all
parties hereto.  In such event,  Buyer and Seller may appoint a successor escrow
agent.  If Buyer and Seller  fail to appoint a  successor  escrow  agent  within
fifteen (15) days after  receiving the Escrow Agent's written  resignation,  the
Escrow Agent shall have the right to apply to a court of competent  jurisdiction
for the  appointment  of a successor  escrow agent.  The successor  escrow agent
shall  execute  and deliver to the Escrow  Agent an  instrument  accepting  such
appointment,  and the  successor  escrow agent shall,  without  further acts, be
vested  with  all  the  estates,  property  rights,  powers  and  duties  of the
predecessor  Escrow Agent as if  originally  named as Escrow Agent  herein.  The
Escrow Agent shall act in accordance with joint written  instructions from Buyer
and Seller as to the  transfer  of the  Deposit  Account to a  successor  escrow
agent.


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<PAGE>

9.  Security  Procedures.  In the event funds  transfer  instructions  are given
(other than in writing at the time of  execution  of this Escrow  Agreement,  as
indicated in Schedule 1 attached hereto),  whether in writing,  by telecopier or
otherwise,  the  Escrow  Agent  is  authorized  to  seek  confirmation  of  such
instructions  by  telephone  call-back  to the person or persons  designated  on
Schedule 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone
purporting to be the person or persons so designated.  The persons and telephone
numbers for  call-backs may be changed only in a writing  actually  received and
acknowledged  by the Escrow Agent.  If the Escrow Agent is unable to contact any
of the authorized  representatives identified in Schedule 2, the Escrow Agent is
hereby  authorized  to seek  confirmation  of  such  instructions  by  telephone
call-back  to any one or more of the  Buyer's or  Seller's  executive  officers,
("Executive Officers"),  as applicable,  which shall include the titles of Chief
Executive Officer, Vice President,  Secretary and Treasurer, as the Escrow Agent
may select.  Such "Executive  Officer" shall deliver to the Escrow Agent a fully
executed  Incumbency  Certificate,  and the  Escrow  Agent  may  rely  upon  the
confirmation of anyone  purporting to be any such officer.  The Escrow Agent and
the  beneficiary's  bank in any funds  transfer may rely solely upon any account
numbers or similar  identifying  numbers  provided by the Buyer or the Seller to
identify  (i)  the  beneficiary,  (ii)  the  beneficiary's  bank,  or  (iii)  an
intermediary  bank. The Escrow Agent may apply any of the escrowed funds for any
payment order it executes using any such identifying  number,  even when its use
may result in a person other than the beneficiary being paid, or the transfer of
funds  to a bank  other  than the  beneficiary's  bank or an  intermediary  bank
designated. The parties to this Escrow Agreement acknowledge that these security
procedures are commercially reasonable.

10. Miscellaneous.

      10.1.  Attorneys'  Fees. In any action at law or suit in equity to enforce
or  interpret  this  Escrow  Agreement  or the rights of either the Buyer or the
Seller hereunder,  the prevailing party in such action or suit shall be entitled
to receive a reasonable  sum for its  attorneys'  fees and all other  reasonable
costs and expenses incurred from either the Buyer or Seller,  as applicable,  in
such action or suit. In all cases,  Escrow Agent's attorney fees will be paid by
the Buyer or Seller regardless.

      10.2.  Notices.  All  notices,  consents,   waivers,  requests  and  other
communications  hereunder  shall be in writing and shall be delivered by courier
or  other  means  of  personal  service  (including  by  means  of a  nationally
recognized  courier  service or a professional  messenger  service),  or sent by
facsimile or mailed first class,  postage  prepaid,  by certified  mail,  return
receipt requested, in all cases, addressed as follows:


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<PAGE>

      If to Buyer:              National Investment Managers Inc.
                                830 Third Avenue, 14th Floor
                                New York, New York 10022
                                Attention:  Richard E. Stierwalt
                                Fax: __________________

      With a copy to:           Cohen Tauber Spievack & Wagner LLP
                                420 Lexington Avenue, Suite 2400
                                New York, New York 10170
                                Attention:  Adam Stein, Esq.
                                Fax: (212) 586-5095

      If to Seller:             American Benefit Resources, Inc.
                                81 Main Street, Suite 501
                                White Plains, New York 10601
                                Attention: Chief Executive Officer
                                Fax:  _____________

      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

      If to Escrow Agent:       JPMorgan Chase Bank, N.A.
                                4 New York Plaza, 21st Floor
                                New York, NY 10004
                                Attention: Walter I. Johnson, III.
                                Facsimile:  (212) 623-6812

All communications  hereunder shall be in writing and shall be deemed to be duly
given and received:

      (i)   upon delivery if delivered personally or upon confirmed  transmittal
            if by facsimile;
      (ii)  on the  next  Business  Day  (as  hereinafter  defined)  if  sent by
            overnight courier; or
      (iii) four (4) Business Days after mailing if mailed by prepaid registered
            mail, return receipt  requested,  to the appropriate  notice address
            set forth on Schedule 1 or at such other address as any party hereto
            may have  furnished  to the other  parties in writing by  registered
            mail, return receipt requested.


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<PAGE>

Notwithstanding the above, in the case of communications delivered to the Escrow
Agent   pursuant  to  clauses  (ii)  and  (iii)  of  this  Section  10.2,   such
communications  shall be deemed to have been given on the date  received  by the
Escrow Agent. In the event that the Escrow Agent, in its sole discretion,  shall
determine that an emergency exists, the Escrow Agent may use such other means of
communication as the Escrow Agent deems  appropriate.  "Business Day" shall mean
any day other than a Saturday, Sunday or any other day on which the Escrow Agent
located at the notice  address set forth on Schedule 1 is authorized or required
by law or executive order to remain closed.

      10.3. Headings. The bold-faced headings contained in this Escrow Agreement
are for convenience of reference only,  shall not be deemed to be a part of this
Escrow   Agreement  and  shall  not  be  referred  to  in  connection  with  the
construction or interpretation of this Escrow Agreement.

      10.4.  Counterparts.  This  Escrow  Agreement  may be  executed in several
counterparts,  each of which shall constitute an original and all of which, when
taken  together,  shall  constitute one  agreement.  Fax copies may be deemed as
originals for the purpose of this Escrow Agreement.

      10.5.  Applicable  Law;  Jurisdiction.  This  Escrow  Agreement  shall  be
governed by and  construed  in  accordance  with the laws of New York that might
otherwise  govern under  applicable  principles of conflicts of law. Each of the
parties hereto  irrevocably  consents to the exclusive  jurisdiction  of (a) the
Supreme  Court of the State of New York,  New York  County,  and (b) the  United
States District Court for the Southern District of New York, for the purposes of
any Action  arising  out of this  Escrow  Agreement,  any  related  document  or
certificate  or any  transaction  contemplated  hereby or  thereby.  Each of the
parties  hereto  agrees to commence  any Action  relating  hereto  either in the
United States  District  Court for the Southern  District of New York or if such
Action  may not be  brought in such  court for  jurisdictional  reasons,  in the
Supreme  Court of the State of New York,  New York  County.  Each of the parties
hereto further agrees that service of any process,  summons,  notice or document
by U.S.  registered mail to such party's respective address set forth in Section
8.2  shall be  effective  service  of  process  for any  Action in New York with
respect to any matters to which it has submitted to jurisdiction in this Section
8.5.  Each of the parties  hereto  irrevocably  and  unconditionally  waives any
objection  to the  laying  of venue of any  Action  arising  out of this  Escrow
Agreement,  or any transaction  contemplated  hereby in (i) the Supreme Court of
the State of New York, New York County, or (ii) the United States District Court
for the  Southern  District  of New York,  and hereby  further  irrevocably  and
unconditionally  waives  and agrees not to plead or claim in any such court that
any such Action  brought in any such court has been  brought in an  inconvenient
forum.

      10.6.  Successors and Assigns. The provisions of this Escrow Agreement are
binding  upon and inure to the benefit of the  parties to this Escrow  Agreement
and their respective  successors and assigns, but except as contemplated herein,
neither this Escrow Agreement nor any rights, interests or obligations hereunder
shall be assigned, directly or indirectly, by any party hereto without the prior
written consent of the other parties hereto, except that Buyer may assign all or
any portion of its rights  hereunder to one or more of its affiliates and Seller
may assign all or any portion of its rights  hereunder to IBF;  provided that no
such  assignment  shall  relieve Buyer or Seller of its  obligations  hereunder.
Notwithstanding  anything to the contrary  contained  in this Escrow  Agreement,
nothing in this Escrow Agreement, expressed or implied, is intended to confer on
any person other than the parties to this Escrow  Agreement or their  respective
successors  and  permitted  assigns,  any  rights,   remedies,   obligations  or
liabilities under or by reason of this Escrow Agreement.


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<PAGE>

      10.7.  Waiver. No failure on the part of any Person to exercise any power,
right, privilege or remedy under this Escrow Agreement, and no delay on the part
of any Person in  exercising  any power,  right,  privilege or remedy under this
Escrow Agreement,  shall operate as a waiver of such power, right,  privilege or
remedy; and no single or partial exercise of any such power, right, privilege or
remedy  shall  preclude  any other or further  exercise  thereof or of any other
power, right,  privilege or remedy. No Person shall be deemed to have waived any
claim arising out of this Escrow Agreement,  or any power,  right,  privilege or
remedy  under this Escrow  Agreement,  unless the waiver of such  claim,  power,
right,  privilege or remedy is expressly set forth in a written  instrument duly
executed and  delivered on behalf of such Person;  and any such waiver shall not
be applicable or have any effect except in the specific  instance in which it is
given.

      10.8.  Amendment.  This Escrow  Agreement  may not be  amended,  modified,
altered  or  supplemented  other  than by means  of a  written  instrument  duly
executed and delivered on behalf of all of the parties hereto.

      10.9.  Severability.  In the  event  that  any  provision  of this  Escrow
Agreement,  or the  application  of any such  provision  to any person or set of
circumstances,   shall  be   determined  to  be  invalid,   unlawful,   void  or
unenforceable  to any extent,  the remainder of this Escrow  Agreement,  and the
application of such provision to persons or circumstances other than those as to
which it is determined to be invalid, unlawful, void or unenforceable, shall not
be impaired or otherwise affected and shall continue to be valid and enforceable
to the fullest extent permitted by law.

      10.10.  Parties in Interest.  Except as expressly provided herein, none of
the  provisions  of this Escrow  Agreement,  express or implied,  is intended to
provide any rights or remedies to any Person  other than the parties  hereto and
their respective successors and assigns, if any.

      10.11.  Entire  Agreement.  This  Escrow  Agreement  sets forth the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof and supersedes all prior agreements and understandings, both written and
oral,  among or between any of the parties  with  respect to the subject  matter
hereof and thereof.

      10.12. Waiver of Jury Trial. Each of the parties hereto hereby irrevocably
waives  any and all  right  to  trial by jury in any  action  arising  out of or
related to this Escrow Agreement or the transactions contemplated hereby.

      10.13.  Cooperation.  Each of the parties hereto agrees to cooperate fully
with the other parties to this Escrow  Agreement and to execute and deliver such
further  documents,  certificates,  agreements and  instruments and to take such
other  actions as may be  reasonably  requested by the other  parties  hereto in
order to  evidence  or reflect  the  transactions  contemplated  by this  Escrow
Agreement and to carry out the intent and purposes of this Escrow Agreement.


                                       9
<PAGE>

      10.14.  Force Majeure.  No party to this Escrow Agreement is liable to any
other  party for losses due to, or if it is unable to  perform  its  obligations
under the terms of this Escrow Agreement because of, acts of God, fire,  floods,
strikes,  equipment or transmission  failure,  or other causes reasonably beyond
its control.

      10.15. Construction.

            (a) For  purposes of this  Escrow  Agreement,  whenever  the context
requires:  the singular  number shall  include the plural,  and vice versa;  the
masculine  gender shall  include the feminine and neuter  genders;  the feminine
gender shall  include the masculine  and neuter  genders;  and the neuter gender
shall include masculine and feminine genders.

            (b) The parties  hereto agree that any rule of  construction  to the
effect that  ambiguities are to be resolved against the drafting party shall not
be applied in the construction or interpretation of this Escrow Agreement.

            (c) As  used in this  Escrow  Agreement,  the  words  "include"  and
"including,"  and  variations  thereof,  shall  not be  deemed  to be  terms  of
limitation,  but rather  shall be deemed to be  followed  by the words  "without
limitation."

            (d) Except as otherwise  indicated,  all  references  in this Escrow
Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this
Escrow Agreement and Exhibits to this Escrow Agreement.

                  [Remainder of page intentionally left blank.]


                                       10
<PAGE>

      IN WITNESS  WHEREOF,  the parties hereto have caused this Escrow Agreement
to be executed as of the date first above written.

                                       "Buyer"

                                       NATIONAL INVESTMENT MANAGERS INC.,
                                       a Florida corporation

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

                                       "Seller"

                                       AMERICAN BENEFIT RESOURCES, INC.,
                                       a Connecticut corporation

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

                                       "Escrow Agent"

                                       JPMORGAN CHASE BANK, N.A.

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


                                       11
<PAGE>

                                   SCHEDULE 1

Effective Date:   November 1, 2005

Name of Buyer:             National Investment Managers Inc.
Buyer Notice Address:      830 Third Avenue, 14th Floor
                           New York, New York 10022
Buyer TIN:
Wiring Instructions:       [To be provided.]

Name of Seller:            American Benefit Resources, Inc.
Seller Notice Address:     81 Main Street, Suite 501
                           White Plains, New York 10601
Seller TIN:                06-1544529
Wiring Instructions:       [To be provided.]

Escrow Deposit:  $1,000,000


Investment:                         [specify]
      |_|   JPMorgan Chase Bank Money Market Account;
      |_|   A trust account with JPMorgan Chase Bank;
      |_|   A  money  market  mutual  fund,  including  without  limitation  the
JPMorgan  Fund or any  other  mutual  fund for  which  the  Escrow  Agent or any
affiliate  of the Escrow  Agent  serves as  investment  manager,  administrator,
shareholder  servicing agent and/or custodian or  subcustodian,  notwithstanding
that (i) the Escrow Agent or an affiliate of the Escrow Agent receives fees from
such funds for services  rendered,  (ii) the Escrow  Agent  charges and collects
fees for services  rendered  pursuant to this Escrow  Agreement,  which fees are
separate from the fees received from such funds,  and (iii)  services  performed
for such funds and  pursuant to this  Escrow  Agreement  may at times  duplicate
those provided to such funds by the Escrow Agent or its affiliates.

            Fund

      |_|   Such other  investments  as Buyer,  Seller and Escrow Agent may from
            time to time mutually agree upon in a writing executed and delivered
            by the Buyer and the Seller and accepted by the Escrow Agent.

Escrow Agent notice address:        JPMorgan Chase Bank
                                    Worldwide Security Services
                                    4 New York Plaza, 21st Floor
                                    New York, NY 10004
                                    Attention:  Walter I. Johnson, III.
                                    Fax No.: 212-623-6812

Escrow Agent's  compensation:  $2,500 (the "Escrow Fee"). The Escrow Fee will be
payable upon execution of this Agreement with no pro-ration for partial years.


                                       12
<PAGE>

                                   SCHEDULE 2


                     Telephone Number(s) for Call-Backs and
           Person(s) Designated to Confirm Funds Transfer Instructions
     [2 names are required for each company, one person to authorize a funds
          transfer, and another person to call back and to confirm the
                             transfer instructions]

<TABLE>
<CAPTION>
If to Buyer:

         Name                   Telephone Number                 Signatures

<C>                             <C>                           <C>
1.   Leonard A.  Neuhaus        (212) 355-1547
     ----------------------     --------------------------    --------------------------

2.   Richard E. Stierwalt       (212) 922-2087
     ----------------------     --------------------------    --------------------------

3.
     ----------------------     --------------------------    --------------------------

If to Seller:

         Name                   Telephone Number                 Signatures

1.   Arthur Steinberg           (212) 836-8564
     ----------------------     --------------------------    --------------------------

2.   Emanuel S. Cherney         (212) 836-7061
     ----------------------     --------------------------    --------------------------

3.
     ----------------------     --------------------------    --------------------------
</TABLE>


Telephone   call-backs  shall  be  made  to  each  Buyer  and  Seller  if  joint
instructions are required pursuant to this Escrow Agreement.


                                       13