**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**WASHINGTON,      D.C. 20549**

**FORM      10-Q**

**x QUARTERLY      REPORT      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE**

**ACT      OF 1934**

**o TRANSITION      REPORT      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES**

**EXCHANGE      ACT OF 1934**

*Commission      file number 000-51252*

**NATIONAL      INVESTMENT MANAGERS INC.**

|                                                |
|------------------------------------------------|
| **Florida**                                    | **59-2091510** |
| (State                or other jurisdiction of | (I.R.S.Employer |
| incorporation                or organization)  | identification                No.) |

**485      Metro Place South, Suite 275, Dublin, Ohio 43017**
** **

**(614)      923-8822**

**Yes x      No o**

**Large      accelerated filer o Accelerated      filer o      Non-accelerated filer o Smaller Reporting      Company  x**

**Yes o      No x**

Transitional      Small Business Disclosure Format (check one): Yes o No x

----

**NATIONAL      INVESTMENT MANAGERS INC. AND SUBSIDIARIES**

**INDEX**

|                                                                                                                                            | **Page                No.** |
|-------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------|
| **PART                I. FINANCIAL INFORMATION**                                                                                                |                        |
|                                                                                                                                            |                        |
| Item                1. Financial Statements                                                                                                     |                        |
|                                                                                                                                            |                        |
| Condensed                Consolidated Balance Sheets - March 31, 2008 (unaudited) and December                31,                2007 (audited) | 3                           |
|                                                                                                                                            |                        |
| Condensed                Consolidated Statements of Operations - Three months ended March                31, 2008 and 2007 (unaudited)          | 4                           |
|                                                                                                                                            |                        |
| Condensed                Consolidated Statements of Cash Flows - Three months ended March                31, 2008 and 2007 (unaudited)          | 5                           |
|                                                                                                                                            |                        |
| Notes                to Condensed Consolidated Interim Financial Statements                                                                     | 7-15                        |
|                                                                                                                                            |                        |
| Item                2. Management's Discussion and Analysis or Plan of                Operations                                                | 16-22                       |
|                                                                                                                                            |                        |
| Item                3. Quantitative and Qualitative Disclosures about Market                Risks                                               | 22                          |
|                                                                                                                                            |                        |
| Item                4. Controls and Procedures                                                                                                  | 23                          |
|                                                                                                                                            |                        |
| **PART                II. OTHER INFORMATION**                                                                                                   |                        |
|                                                                                                                                            |                        |
| Item                1. Legal Proceedings                                                                                                        | 24                          |
|                                                                                                                                            |                        |
| Item                2. Unregistered Sales of Equity Securities and Use of                Proceeds                                               | 24                          |
|                                                                                                                                            |                        |
| Item                3. Defaults upon Senior Securities                                                                                          | 24                          |
|                                                                                                                                            |                        |
| Item                4. Submission of Matters to a Vote of Security Holders                                                                      | 24                          |
|                                                                                                                                            |                        |
| Item                5. Other Information                                                                                                        | 24                          |
|                                                                                                                                            |                        |
| Item                6. Exhibits                                                                                                                 | 25                          |
|                                                                                                                                            |                        |
| SIGNATURES                                                                                                                                      | 37                          |

----

| **National                  Investment Managers Inc. and Subsidiaries**     |
|-----------------------------------------------------------------------------|
| **Condensed                  Consolidated Balance                  Sheets** |

|                                                                                                                                                 |   | **(Unaudited)**                     |           | **(Audited)**                          |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------|----------------|----------------------------------------|--------|
|                                                                                                                                                 |   | **March                  31, 2008** |           | **December                  31, 2007** |   |
| **ASSETS**                                                                                                                                           |   |                                |           |                                   |   |
| **Current                  assets:**                                                                                                                 |   |                                |           |                                   |   |
| Cash                                                                                                                                                 |   | $                                   | 3,911,185      |                                   | $      | 3,254,759 |   |
| Accounts                  receivable, net                                                                                                            |   |                                | 4,015,483      |                                   |   | 3,383,396 |   |
| Prepaid                  expenses and other current assets                                                                                           |   |                                | 697,132        |                                   |   | 797,605 |   |
|                                                                                                                                                 |   |                                |           |                                   |   |   |   |
| **Total                  current assets**                                                                                                            |   |                                | **8,623,800**  |                                   |   | **7,435,760** |   |
|                                                                                                                                                 |   |                                |           |                                   |   |   |   |
| Property                  and equipment, net                                                                                                         |   |                                | 1,040,165      |                                   |   | 1,078,523 |   |
|                                                                                                                                                 |   |                                |           |                                   |   |   |   |
| Other                  assets:                                                                                                                       |   |                                |           |                                   |   |   |   |
| Goodwill                                                                                                                                             |   |                                | 23,146,651     |                                   |   | 20,705,032 |   |
| Customer                  lists/relationships, net                                                                                                   |   |                                | 22,835,481     |                                   |   | 23,515,497 |   |
| Other                  intangibles, net                                                                                                              |   |                                | 5,124,699      |                                   |   | 5,796,615 |   |
| Deferred                  financing costs                                                                                                            |   |                                | 1,305,806      |                                   |   | 1,424,413 |   |
|                                                                                                                                                 |   |                                |           |                                   |   |   |   |
| **Total                  other assets**                                                                                                              |   |                                | **52,412,637** |                                   |   | **51,441,557** |   |
|                                                                                                                                                 |   |                                |           |                                   |   |   |   |
| **Total                  assets**                                                                                                                    |   | **$**                               | **62,076,602** |                                   | **$**  | **59,955,840** |   |
|                                                                                                                                                 |   |                                |           |                                   |   |   |   |
| **LIABILITIES                  AND STOCKHOLDERS' EQUITY**                                                                                            |   |                                |           |                                   |   |   |   |
| **Current                  liabilities:**                                                                                                            |   |                                |           |                                   |   |   |   |
| Short-term                  debt                                                                                                                     |   | $                                   | 1,000,000      |                                   | $      | 1,000,000 |   |
| Long-term                  debt, current portion                                                                                                     |   |                                | 1,811,576      |                                   |   | 809,813 |   |
| Accounts                  payable                                                                                                                    |   |                                | 461,289        |                                   |   | 632,109 |   |
| Unearned                  revenue                                                                                                                    |   |                                | 6,866,210      |                                   |   | 5,012,156 |   |
| Accrued                  expenses and other current liabilities                                                                                      |   |                                | 5,086,405      |                                   |   | 3,976,498 |   |
|                                                                                                                                                 |   |                                |           |                                   |   |   |   |
| **Total                  current liabilities**                                                                                                       |   |                                | **15,225,480** |                                   |   | **11,430,576** |   |
|                                                                                                                                                 |   |                                |           |                                   |   |   |   |
| **Long-term                  liabilities:**                                                                                                          |   |                                |           |                                   |   |   |   |
| Long-term                  debt, less current portion                                                                                                |   |                                | 18,648,582     |                                   |   | 18,916,147 |   |
| Preferred                  dividends payable                                                                                                         |   |                                | 4,389,819      |                                   |   | 3,892,419 |   |
| Derivative                  financial instruments                                                                                                    |   |                                | 4,999,740      |                                   |   | 5,375,897 |   |
| Deferred                  tax liability                                                                                                              |   |                                | 5,922,407      |                                   |   | 6,293,805 |   |
|                                                                                                                                                 |   |                                |           |                                   |   |   |   |
| **Total                  long-term liabilities**                                                                                                     |   |                                | **33,960,548** |                                   |   | **34,478,268** |   |
|                                                                                                                                                 |   |                                |           |                                   |   |   |   |
| **Total                  liabilities**                                                                                                               |   |                                | **49,186,028** |                                   |   | **45,908,844** |   |
|                                                                                                                                                 |   |                                |           |                                   |   |   |   |
| **Commitments                  and contingencies**                                                                                                   |   |                                |           |                                   |   |   |   |
|                                                                                                                                                 |   |                                |           |                                   |   |   |   |
| **Stockholders'                  equity:**                                                                                                           |   |                                |           |                                   |   |   |   |
| Preferred                  stock, $.001 par value, 10,000,000 shares authorized; 4,000,000                  designated                  as Series A  |   |                                |           |                                   |   |   |   |
| shares                  - 2,420,000 shares issued and outstanding as of March 31, 2008                  and                  December 31, 2007       |   |                                |           |                                   |   |   |   |
| (liquidation                  preference $2,420,000 as of March 31, 2008 and December 31, 2007);                  4,000,000                          |   |                                |           |                                   |   |   |   |
| designated                  as Series B shares - 3,615,000 and 3,715,000 shares issued outstanding                  as                  of March 31, |   |                                |           |                                   |   |   |   |
| 2008                  and December 31, 2007, respectively (liquidation preference $7,230,000                  and                  $7,430,000 as of  |   |                                |           |                                   |   |   |   |
| March                  31, 2008 and December 31, 2007, respectively); 1,000,000 designated                  as                  Series C shares -    |   |                                |           |                                   |   |   |   |
| 770,                  834 shares issued and outstanding as of March 31, 2008 and December                  31,                  2007 (liquidation    |   |                                |           |                                   |   |   |   |
| preference                  $9,250,008 as of March 31, 2008 and December 31, 2007); 500,000                  designated                  as Series D |   |                                |           |                                   |   |   |   |
| shares                  - 409,500 shares issued and outstanding as of March 31, 2008 and                  December                  31, 2007         |   |                                |           |                                   |   |   |   |
| (liquidation                  preference $8,190,000 as of March 31, 2008 and December 31, 2007);                  and                  60,000        |   |                                |           |                                   |   |   |   |
| designated                  as Series E shares - 29,350 shares issued and outstanding as of                  March 31,                  2008 and     |   |                                |           |                                   |   |   |   |
| December                  31, 2007 (liquidation preference $5,870,000 as of March 31, 2008                  and                  December 31, 2007)  |   |                                | 7,245          |                                   |   | 7,345 |   |
| Common                  stock, $.001 par value, 100,000,000 shares authorized, 36,439,620                  and                  35,539,620 shares    |   |                                |           |                                   |   |   |   |
| issued                  and outstanding as of March 31, 2008 and December 31, 2007,                  respectively.                                   |   |                                | 36,440         |                                   |   | 35,540 |   |
| Additional                  paid-in capital                                                                                                          |   |                                | 33,514,965     |                                   |   | 33,004,741 |   |
| Accumulated                  deficit                                                                                                                 |   |                                | (20,668,076    | )                                      |   | (19,000,630 | ) |
|                                                                                                                                                 |   |                                |           |                                   |   |   |   |
| **Total                  stockholders' equity**                                                                                                      |   |                                | **12,890,574** |                                   |   | **14,046,996** |   |
|                                                                                                                                                 |   |                                |           |                                   |   |   |   |
| **Total                  liabilities and stockholders' equity**                                                                                      |   | **$**                               | **62,076,602** |                                   | **$**  | **59,955,840** |   |

----

| **National                  Investment Managers Inc. and Subsidiaries** |
|-------------------------------------------------------------------------|
| **Condensed                  Consolidated Statements of Operations**    |
| **(Unaudited)**                                                         |

|                                                                                                 |   | **Three                  Months Ended** |           | **Three                  Months Ended** |   |
|------------------------------------------------------------------------------------------------------|--------|-----------------------------------------|----------------|-----------------------------------------|--------|
|                                                                                                 |   | **March                  31, 2008**     |           | **March                  31, 2007**     |   |
|                                                                                                 |   |                                    |           |                                    |   |
|                                                                                                 |   |                                    |           |                                    |   |
| **Revenues:**                                                                                        |   | **$**                                   | **8,940,459**  |                                    | **$**  | **6,660,961** |   |
|                                                                                                 |   |                                    |           |                                    |   |   |   |
| **Operating                  Expenses**                                                              |   |                                    |           |                                    |   |   |   |
| Selling,                  General and Administrative Expenses                                        |   |                                    | 7,957,291      |                                    |   | 6,770,043 |   |
| Depreciation                  and Amortization                                                       |   |                                    | 1,739,387      |                                    |   | 1,402,137 |   |
| Stock-Based                  Compensation                                                            |   |                                    | 511,023        |                                    |   | 170,655 |   |
|                                                                                                 |   |                                    |           |                                    |   |   |   |
| Total                  Operating Expenses                                                            |   |                                    | 10,207,701     |                                    |   | 8,342,835 |   |
|                                                                                                 |   |                                    |           |                                    |   |   |   |
| **Operating                  Loss**                                                                  |   |                                    | **(1,267,242** | **)**                                   |   | **(1,681,874** | **)** |
|                                                                                                 |   |                                    |           |                                    |   |   |   |
| **Other                  Income (Expenses):**                                                        |   |                                    |           |                                    |   |   |   |
| Change                  in Fair Value of Derivative Financial Instruments                            |   |                                    | 376,157        |                                    |   | (495,905 | ) |
| Interest                  Expense                                                                    |   |                                    | (663,703       | )                                       |   | (1,181,953 | ) |
| Interest,                  Dividend and Rental Income                                                |   |                                    | 13,346         |                                    |   | 44,191 |   |
|                                                                                                 |   |                                    |           |                                    |   |   |   |
| Total                  Other Expense, net                                                            |   |                                    | (274,200       | )                                       |   | (1,633,667 | ) |
|                                                                                                 |   |                                    |           |                                    |   |   |   |
| **Loss                  before deferred income tax benefit**                                         |   |                                    | **(1,541,442** | **)**                                   |   | **(3,315,541** | **)** |
|                                                                                                 |   |                                    |           |                                    |   |   |   |
| Deferred                  income tax benefit                                                         |   |                                    | 371,397        |                                    |   | 157,950 |   |
|                                                                                                 |   |                                    |           |                                    |   |   |   |
| **Net                  loss before preferred stock dividends**                                       |   |                                    | **(1,170,045** | **)**                                   |   | **(3,157,591** | **)** |
|                                                                                                 |   |                                    |           |                                    |   |   |   |
| Less:                  Preferred stock dividends                                                     |   |                                    | (497,400       | )                                       |   | (518,050 | ) |
|                                                                                                 |   |                                    |           |                                    |   |   |   |
| **Net                  loss available to common stockholders**                                       |   | **$**                                   | **(1,667,445** | **)**                                   | **$**  | **(3,675,641** | **)** |
|                                                                                                 |   |                                    |           |                                    |   |   |   |
|                                                                                                 |   |                                    |           |                                    |   |   |   |
| **Loss                  per common share - basic and diluted**                                       |   | **$**                                   | **(0.05**      | **)**                                   | **$**  | **(0.14** | **)** |
|                                                                                                 |   |                                    |           |                                    |   |   |   |
|                                                                                                 |   |                                    |           |                                    |   |   |   |
| **Weighted                  average common shares outstanding - basic and                  diluted** |   |                                    | **36,280,000** |                                    |   | **25,879,000** |   |

----

| **National                  Investment Managers Inc. and Subsidiaries** |
|-------------------------------------------------------------------------|
| **Condensed                  Consolidated Statements of Cash Flows**    |
| **(Unaudited)**                                                         |

|                                                                      |   |  **Three                  Months Ended** |         |  **Three                  Months Ending** |   |
|---------------------------------------------------------------------------|--------|-----------------------------------------------|--------------|------------------------------------------------|--------|
|                                                                      |   |  **March                  31, 2008**     |         |  **March                  31, 2007**      |   |
| **Net                  cash provided by operating activities**            |   | $                                             | 1,193,843    |                                           | $      | 965,530 |   |
|                                                                      |   |                                          |         |                                           |   |   |   |
| **Cash                  flows from investing activities:**                |   |                                          |         |                                           |   |   |   |
| Purchases                  of property and equipment                      |   |                                          | (72,441      | )                                              |   | (46,157 | ) |
| Acquisition                  of Benefit Dynamics                          |   |                                          | -            |                                           |   | (340,000 | ) |
| Acquisition                  of Pentec and Pentec Capital Management      |   |                                          | -            |                                           |   | (1,864,925 | ) |
| Acquisiton                  of Pension Alliance                           |   |                                          | -            |                                           |   | (3,380,000 | ) |
|                                                                      |   |                                          |    |                                           |   |    |   |
| **Net                  cash used in investing activities**                |   |                                          | (72,441      | )                                              |   | (5,631,082 | ) |
|                                                                      |   |                                          |         |                                           |   |   |   |
| **Cash                  flows from financing activities:**                |   |                                          |         |                                           |   |   |   |
| Payments                  on long-term debt and notes                     |   |                                          | (460,636     | )                                              |   | (20,573 | ) |
| Proceeds                  from sale of common and preferred shares, net   |   |                                          | -            |                                           |   | 1,150,219 |   |
| Payment                  of deferred financing costs                      |   |                                          | (4,340       | )                                              |   | - |   |
|                                                                      |   |                                          |    |                                           |   |    |   |
| **Net                  cash provided by (used in) financing activities**  |   |                                          | (464,976     | )                                              |   | 1,129,646 |   |
|                                                                      |   |                                          |         |                                           |   |   |   |
| Net                  increase (decrease) in cash                          |   |                                          | 656,426      |                                           |   | (3,535,906 | ) |
|                                                                      |   |                                          |         |                                           |   |   |   |
| Cash,                  beginning of period                                |   |                                          | 3,254,759    |                                           |   | 6,191,301 |   |
|                                                                      |   |                                          |    |                                           |   |    |   |
| Cash,                  end of period                                      |   | $                                             | 3,911,185    |                                           | $      | 2,655,396 |   |
|                                                                      |   |                                          |         |                                           |   |   |   |
| **Supplemental                  disclosure of cash flows information:**   |   |                                          |         |                                           |   |   |   |
| Cash                  paid during the period for interest                 |   | $                                             | 611,242      |                                           | $      | 1,935,044 |   |
|                                                                      |   |                                          |         |                                           |   |   |   |
| Cash                  paid during the period for taxes                    |   | $                                             | 72,753       |                                           | $      | 54,202 |   |
|                                                                      |   |                                          |         |                                           |   |   |   |
| **Supplemental                  schedules of noncash investing and**      |   |                                          |         |                                           |   |   |   |
| **financing                  activities:**                                |   |                                          |         |                                           |   |   |   |
| Accrued                  preferred dividends                              |   | $                                             | 497,400      |                                           | $      | 518,050 |   |
|                                                                      |   |                                          |         |                                           |   |   |   |
| Noncash                  components of acquisition of CIAS                |   | $                                             | 2,441,619    |                                           | $      | - |   |
|                                                                      |   |                                          |         |                                           |   |   |   |
| Capitalization                  of accrued interest on secured term notes |   | $                                             | 91,473       |                                           | $      | 322,235 |   |

----

|                                           |   |                                   |     | Pentec                  Inc. and Pentec |   |                                       |   |
|------------------------------------------------|--------|----------------------------------------|----------|-----------------------------------------|--------|--------------------------------------------|--------|
| 2007:                                          |   | Benefit                  Dynamics Inc. |     | Capital                  Management     |   | The                  Pension Alliance Inc. |   |
|                                           |   |                                   |     |                                    |   |                                       |   |
| Fair                  value of assets acquired |   | $                                      | 929,548  |                                    | $      | 5,987,456                                  |   | $ | 6,951,094 |   |
| Cash                  paid                     |   |                                   | (340,000 | )                                       |   | (1,691,376                                 | )      |   | (3,380,000 | ) |
| Notes                  issued                  |   |                                   | (200,000 | )                                       |   | (1,450,000                                 | )      |   | (675,000 | ) |
| Common                  stock issued           |   |                                   | -        |                                    |   | (250,000                                   | )      |   | (675,000 | ) |
| Total                  liabilities assumed     |   | $                                      | 389,548  |                                    | $      | 2,596,080                                  |   | $ | 2,221,094 |   |

|                                           |   | California                  Investment |       |
|------------------------------------------------|--------|----------------------------------------|------------|
| 2008:                                          |   | Annuity                  Sales, Inc.   |       |
|                                           |   |                                   |       |   |
| Fair                  value of assets acquired |   | $                                      | 2,441,619  |   |
| Due                  to sellers                |   |                                   | (1,491,619 | ) |
| Notes                  issued                  |   |                                   | (950,000   | ) |
| Total                  liabilities assumed     |   | $                                      | -          |   |

----

**National      Investment Managers Inc. and Subsidiaries**

**Notes      to Condensed Consolidated Interim Financial Statements**

**(Unaudited)**

**Note      1. Basis of Presentation and Consolidation**

**Note      2. Background and Liquidity**

**Note      3. Adoption of New Accounting Pronouncements**

----

**Note      4. New Accounting Pronouncements**

**Note      5. Long-term Debt and Derivative Liabilities**

| Long-term                  debt activity for the three months ended March 31, 2008 consisted                  of the                  following: |
|--------------------------------------------------------------------------------------------------------------------------------------------------|

|                                             |   | (Audited)                          |       |                      |   |     |   |         |     | (Unaudited)                     |   |
|--------------------------------------------------|--------|------------------------------------|------------|---------------------------|--------|----------|--------|--------------|----------|---------------------------------|--------|
|                                             |   | Balances                  at       |       | Add:                      |   | Less:    |   | Add:         |     | Balances                  at    |   |
|                                             |   | December                  31, 2007 |       | New                  Debt |   | Payments |   | Amortization |     | March                  31, 2008 |   |
| Senior                  Term Note                |   | $                                  | 8,000,000  |                      |   | -        |   |         |     |                            |   |   |   |   | 8,000,000 |   |
| Subordinated                  Sr Note            |   |                               | 12,032,000 |                      |   | 91,473   |   |         |     |                            |   |   |   |   | 12,123,473 |   |
| Seller                  notes                    |   |                               | 2,725,000  |                      |   | 950,000  |   |         | (450,000 | )                               |   |   |   |   | 3,225,000 |   |
| Capitalized                  leases              |   |                               | 95,191     |                      |   |     |   |         | (10,636  | )                               |   |   |   |   | 84,556 |   |
|                                             |   |                               | 22,852,191 |                      |   |     |   |         |     |                            |   |   |   |   | 23,433,029 |   |
| Less:                  unamortized debt discount |   |                               | (3,126,231 | )                         |   |     |   |         |     |                            |   | 153,360 |   |   | (2,972,871 | ) |
|                                             |   |                               | 19,725,960 |                      |   |     |   |         |     |                            |   |   |   |   | 20,460,158 |   |
| Less:                  current portion           |   |                               | (809,813   | )                         |   |     |   |         |     |                            |   |   |   |   | (1,811,576 | ) |
|                                             |   | $                                  | 18,916,147 |                      |   |     |   |         |     |                            |   |   |   | $ | 18,648,582 |   |

**Seller      Financing**

**Revolving      Line of Credit, Senior Term Note and Subordinated Senior Term Note**

----

**Derivative      Liabilities**

----

**Note      6. Stockholders’ Equity**

**Series      B Preferred Stock Conversion**

**Common      Stock**

**Note      7. Stock-Based Compensation**

| The                  following is a summary of all option activity through March 31,                  2008: |   |                           |      |                            |   |
|-------------------------------------------------------------------------------------------------------------|--------|--------------------------------|-----------|---------------------------------|--------|
|                                                                                                        |   |                           |      |                            |   |   |   |   |   |
|                                                                                                        |   |                           |      |                            |   | **Weighted                  Avg.** |   |   |   |
|                                                                                                        |   | **Number                  of** |      |                            |   | **Remaining** |   | **Aggregate** |   |
|                                                                                                        |   | **Shares**                     |      | **Weighted**                    |   | **Term** |   | **Instrinsic** |   |
|                                                                                                        |   | **Outstanding**                |      | **Avg.                  Price** |   | **(in                  years)** |   | **Value** |   |
|                                                                                                        |   |                           |      |                            |   |   |   |   |   |
| Outstanding,                  December 31, 2007                                                             |   |                           | 4,054,963 |                            | $      | 0.83 |   |   | 3.91 |   | $ | 222,800 |   |
| Granted                                                                                                     |   |                           | 15,000    |                            | $      | 0.70 |   |   |   |   |   |   |   |
| Exercised                                                                                                   |   |                           | -         |                            |   |   |   |   |   |   |   |   |   |
| Expired                                                                                                     |   |                           | -         |                            |   |     |   |   |     |   |   |     |   |
| Outstanding,                  March 31, 2008                                                                |   |                           | 4,069,963 |                            | $      | 0.83 |   |   | 3.65 |   | $ | 208,750 |   |
|                                                                                                        |   |                           |      |                            |   |   |   |   |   |   |   |   |   |
| Exercisable,                  March 31,2008                                                                 |   |                           | 2,903,296 |                            | $      | 0.90 |   |   | 3.32 |   | $ | 96,750 |   |

**Note      8. Earnings (Loss) Per Common Share**

|                                  |   | March                  31, 2008 |       | March                  31, 2007 |   |
|---------------------------------------|--------|---------------------------------|------------|---------------------------------|--------|
|                                  |   |                            |       |                            |   |
| Options                  and warrants |   |                            | 26,742,019 |                            |   | 14,763,848 |   |
| Preferred                  stock      |   |                            | 32,960,008 |                            |   | 34,710,008 |   |
| Convertible                  notes    |   |                            | 1,088,710  |                            |   | 3,885,088 |   |
|                                  |   |                            | 60,790,737 |                            |   | 53,358,944 |   |

**Note      9. Income Taxes**

----

**Note      10. Fair Value Measurements**

|                                              |   | Fair                  Value at Reporting Date Using |      |
|---------------------------------------------------|--------|-----------------------------------------------------|-----------|
|                                              |   |                                                |      |   |   |   |   |   |   |
|                                              |   |                                                |      | **Quoted                  Price in** |   |   |   |   |   |
|                                              |   |                                                |      | **Active                  Markets** |   | **Significant                  Other** |   | **Significant** |   |
|                                              |   |                                                |      | **for                  Indentical** |   | **Observable** |   | **Unobsesrvable** |   |
|                                              |   |                                                |      | **Assets** |   | **Inputs** |   | **Inputs** |   |
| **Description**                                   |   | **March                  31, 2008**                 |      | **(Level                  1)** |   | **(Level                  2)** |   | **(Level                  3)** |   |
|                                              |   |                                                |      |   |   |   |   |   |   |
| Derivative                  financial instruments |   | $                                                   | 4,999,740 |   | $ | - |   | $ | - |   | $ | 4,999,740 |   |

|                                                                                                    |   | **Fair                  Value**        |      |
|---------------------------------------------------------------------------------------------------------|--------|----------------------------------------|-----------|
|                                                                                                    |   | **Measurments**                        |      |
|                                                                                                    |   | **Using                  Significant** |      |
|                                                                                                    |   | **Unobsesrvable**                      |      |
|                                                                                                    |   | **Inputs**                             |      |
|                                                                                                    |   | **(Level                  3)**         |      |
|                                                                                                    |   |                                   |      |
| Beginning                  balance - 12/31/2007                                                         |   | $                                      | 5,375,897 |   |
| Total                  (gains) losses (realized/unrealized)                                        |   |                                   |      |   |
|  Included                  in earnings (or changes in net liabilities)                             |   |                                   | (376,157  | ) |
|                                                                                                    |   |                                   |      |   |
| Ending                  balance - 03/31/2008                                                            |   | $                                      | 4,999,740 |   |
|                                                                                                    |   |                                   |      |   |
| The                  amount of total (gains) losses for the period included                             |   |                                   |      |   |
| in                  earnings (or changes in net liabilities) attributable to                  the  |   |                                   |      |   |
| change                  in unrealized (gains) losses relating to assets                  still     |   |                                   |      |   |
| held                  at the reporting date                                                        |   | $                                      | (376,157  | ) |

----

**Note      11. Acquisition of Benefit Dynamics, Inc.**

| Assets                acquired:             |   |   |    |
|---------------------------------------------|--------|--------|---------|
| Customer                lists/relationships |   | $      | 540,000 |   |
| Goodwill                                    |   |   | 389,548 |   |
|                                        |   |   |         |   |
|                                        |   |   | 929,548 |   |
| Liabilities                assumed:         |   |   |    |   |
| Deferred                tax liability       |   |   | 216,000 |   |
| Other                liabilities assumed    |   |   | 173,548 |   |
|                                        |   |   |         |   |
| Net                purchase price           |   | $      | 540,000 |   |

**Note      12. Acquisition of Pentec, Inc. and Pentec Capital Management,      Inc.**

----

| Assets                acquired:             |   |   |      |   |
|---------------------------------------------|--------|--------|-----------|--------|
| Property                and equipment       |   | $      | 289,364   |   |
| Customer                lists/relationships |   |   | 2,351,000 |   |
| Covenant                not to compete      |   |   | 1,731,000 |   |
| Trade                name                   |   |   | 187,000   |   |
| Employment                agreements        |   |   | 287,000   |   |
| Goodwill                                    |   |   | 1,142,092 |   |
|                                        |   |   |      |   |
|                                        |   |   | 5,987,456 |   |
| Liabilities                assumed:         |   |   |      |   |
| Unearned                revenue             |   |   | 1,184,854 |   |
| Deferred                tax liability       |   |   | 1,142,092 |   |
| Other                liabilities assumed    |   |   | 269,134   |   |
|                                        |   |   |      |   |
| Net                purchase price           |   | $      | 3,391,376 |   |

----

**Note      13. Acquisition of The Pension Alliance, Inc.**

| Assets                acquired:             |   |   |      |   |
|---------------------------------------------|--------|--------|-----------|--------|
| Customer                lists/relationships |   | $      | 2,470,000 |   |
| Covenant                not to compete      |   |   | 1,713,000 |   |
| Trade                name                   |   |   | 291,000   |   |
| Employment                agreements        |   |   | 256,000   |   |
| Goodwill                                    |   |   | 2,221,094 |   |
|                                        |   |   |      |   |
|                                        |   |   | 6,951,094 |   |
| Liabilities                assumed:         |   |   |      |   |
| Unearned                Revenue             |   |   | 1,014,294 |   |
| Deferred                tax liability       |   |   | 1,206,800 |   |
|                                        |   |   |      |   |
| Net                purchase price           |   | $      | 4,730,000 |   |

----

**Note      14. Acquisition of California Investment and Annuity Sales**

**Note      15. Unaudited Proforma interim Financial Information - Three months ended      March 31, 2008 and 2007**

|                                                       |   | (Unaudited)                         |       | (Unaudited)                         |   |
|------------------------------------------------------------|--------|-------------------------------------|------------|-------------------------------------|--------|
|                                                       |   | Three                  Months Ended |       | Three                  Months Ended |   |
|                                                       |   | March                  31, 2008     |       | March                  31, 2007     |   |
|                                                       |   |                                |       |                                |   |
| Revenues                                                   |   | $                                   | 9,071,499  |                                | $      | 7,744,148 |   |
|                                                       |   |                                |       |                                |   |   |   |
| Net                  loss available to common shareholders |   | $                                   | (1,645,213 | )                                   | $      | (3,159,165 | ) |
|                                                       |   |                                |       |                                |   |   |   |
| Loss                  per common share - basic and diluted |   | $                                   | (0.05      | )                                   | $      | (0.12 | ) |

----

**ITEM      2. Management’s Discussion and Analysis or Plan of      Operations**

**Results      of Operations:**

**Three      Month Period Ended March 31, 2008 Compared to March 31,      2007**

|                                                                            |   |  (Unaudited)                         |       |                  |   |   | (Unaudited)                         |   |                  |       |   |                          |   |                          |   |
|---------------------------------------------------------------------------------|--------|-------------------------------------------|------------|-----------------------|--------|--------|-------------------------------------|--------|-----------------------|------------|--------|-------------------------------|--------|-------------------------------|--------|
|                                                                            |   |  Three                  Months Ended |       | %                  of |   |   | Three                  Months Ended |   | %                  of |       |   | $                  Change     |   | %                  Change     |   |
|                                                                            |   |  March                  31, 2008     |       | Revenues              |   |   | March                  31, 2007     |   | Revenues              |       |   | 2008                  to 2007 |   | 2008                  to 2007 |   |
|                                                                            |   |                                 |       |                  |   |   |                                |   |                  |       |   |                          |   |                          |   |
| Revenues                                                                        |   | $                                         | 8,940,459  |                  |   | 100.0  | %                                   |   | $                     | 6,660,961  |   |                          | 100.0  | %                             |   | $ | 2,279,498 |   |   | 34.2 | % |
|                                                                            |   |                                      |       |                  |   |   |                                |   |                  |       |   |                          |   |                          |   |   |   |   |   |   |   |
| Operating                  expenses                                             |   |                                      |       |                  |   |   |                                |   |                  |       |   |                          |   |                          |   |   |   |   |   |   |   |
| Selling,                  general and administrative expenses                   |   |                                      | 7,957,291  |                  |   | 89.0   | %                                   |   |                  | 6,770,043  |   |                          | 101.6  | %                             |   |   | 1,187,248 |   |   | 17.5 | % |
| Depreciation                  and amortization                                  |   |                                      | 1,739,387  |                  |   | 19.5   | %                                   |   |                  | 1,402,137  |   |                          | 21.1   | %                             |   |   | 337,250 |   |   | 24.1 | % |
| Stock-based                  compensation                                       |   |                                      | 511,023    |                  |   | 5.7    | %                                   |   |                  | 170,655    |   |                          | 2.6    | %                             |   |   | 340,368 |   |   | 199.4 | % |
|                                                                            |   |                                      |       |                  |   |   |                                |   |                  |       |   |                          |   |                          |   |   |   |   |   |   |   |
|                                                                            |   |                                      | 10,207,701 |                  |   | 114.2  | %                                   |   |                  | 8,342,835  |   |                          | 125.2  | %                             |   |   | 1,864,866 |   |   | 22.4 | % |
|                                                                            |   |                                      |       |                  |   |   |                                |   |                  |       |   |                          |   |                          |   |   |   |   |   |   |   |
| Operating                  income                                               |   |                                      | (1,267,242 | )                     |   | -14.2  | %                                   |   |                  | (1,681,874 | )      |                          | -25.2  | %                             |   |   | 414,632 |   |   | -24.7 | % |
|                                                                            |   |                                      |       |                  |   |   |                                |   |                  |       |   |                          |   |                          |   |   |   |   |   |   |   |
| Other                  income (expenses):                                       |   |                                      |       |                  |   |   |                                |   |                  |       |   |                          |   |                          |   |   |   |   |   |   |   |
| Change                  in fair value of derivative financial instruments       |   |                                      | 376,157    |                  |   | 4.2    | %                                   |   |                  | (495,905   | )      |                          | -7.4   | %                             |   |   | 872,062 |   |   | -175.9 | % |
| Interest                  expense                                               |   |                                      | (663,703   | )                     |   | -7.4   | %                                   |   |                  | (1,181,953 | )      |                          | -17.7  | %                             |   |   | 518,250 |   |   | -43.8 | % |
| Interest,                  dividend and rental income                           |   |                                      | 13,346     |                  |   | 0.1    | %                                   |   |                  | 44,191     |   |                          | 0.7    | %                             |   |   | (30,845 | ) |   | -69.8 | % |
|                                                                            |   |                                      |       |                  |   |   |                                |   |                  |       |   |                          |   |                          |   |   |   |   |   |   |   |
|                                                                            |   |                                      | (274,200   | )                     |   | -3.1   | %                                   |   |                  | (1,633,667 | )      |                          | -24.5  | %                             |   |   | 1,359,467 |   |   | -83.2 | % |
|                                                                            |   |                                      |       |                  |   |   |                                |   |                  |       |   |                          |   |                          |   |   |   |   |   |   |   |
| Loss                  before deferred income tax benefit                        |   |                                      | (1,541,442 | )                     |   | -17.2  | %                                   |   |                  | (3,315,541 | )      |                          | -49.8  | %                             |   |   | 1,774,099 |   |   | -53.5 | % |
|                                                                            |   |                                      |       |                  |   |   |                                |   |                  |       |   |                          |   |                          |   |   |   |   |   |   |   |
| Deferred                  income tax benefit                                    |   |                                      | 371,397    |                  |   | 4.2    | %                                   |   |                  | 157,950    |   |                          | 2.4    | %                             |   |   | 213,447 |   |   | 135.1 | % |
|                                                                            |   |                                      |       |                  |   |   |                                |   |                  |       |   |                          |   |                          |   |   |   |   |   |   |   |
| Net                  loss before preferred stock dividends                      |   |                                      | (1,170,045 | )                     |   | -13.1  | %                                   |   |                  | (3,157,591 | )      |                          | -47.4  | %                             |   | $ | 1,987,546 |   |   | -62.9 | % |
|                                                                            |   |                                      |       |                  |   |   |                                |   |                  |       |   |                          |   |                          |   |   |   |   |   |   |   |
| Less                  preferred stock dividends                                 |   |                                      | (497,400   | )                     |   |   |                                |   |                  | (518,050   | )      |                          |   |                          |   |   |   |   |   |   |   |
|                                                                            |   |                                      |       |                  |   |   |                                |   |                  |       |   |                          |   |                          |   |   |   |   |   |   |   |
| Net                  loss available to common stockholders                      |   | $                                         | (1,667,445 | )                     |   |   |                                |   | $                     | (3,675,641 | )      |                          |   |                          |   |   |   |   |   |   |   |
|                                                                            |   |                                      |       |                  |   |   |                                |   |                  |       |   |                          |   |                          |   |   |   |   |   |   |   |
| Loss                  per common shares - basic and diluted                     |   | $                                         | (0.05      | )                     |   |   |                                |   | $                     | (0.14      | )      |                          |   |                          |   |   |   |   |   |   |   |
|                                                                            |   |                                      |       |                  |   |   |                                |   |                  |       |   |                          |   |                          |   |   |   |   |   |   |   |
| Weighted                  average common shares outstanding - basic and diluted |   |                                      | 36,280,000 |                  |   |   |                                |   |                  | 25,879,000 |   |                          |   |                          |   |   |   |   |   |   |   |

----

**Operating      Loss**

**Other      Income (Expenses)**

**Preferred      Stock Dividends**

**Liquidity      and Capital Resources:**

|                                       |   | (Unaudited)                     |       | (Audited)                          |   |
|--------------------------------------------|--------|---------------------------------|------------|------------------------------------|--------|
|                                       |   | March                  31, 2008 |       | December                  31, 2007 |   |
| Unrestricted                  Cash         |   | $                               | 3,911,185  |                               | $      | 3,254,759 |   |
| Working                  Capital (deficit) |   | $                               | (6,601,680 | )                                  | $      | (3,994,816 | ) |
| Stockholders'                  Equity      |   | $                               | 12,890,573 |                               | $      | 14,046,996 |   |

----

|                                                                     |   |  **(Unaudited)**                         |      |  **(Unaudited)**                         |   |
|--------------------------------------------------------------------------|--------|-----------------------------------------------|-----------|-----------------------------------------------|--------|
|                                                                     |   |  **Three                  Months Ended** |      |  **Three                  Months Ended** |   |
|                                                                     |   |  **March                  31, 2008**     |      |  **March                  31, 2007**     |   |
| **Net                  cash provided by operating activities**           |   | $                                             | 1,193,843 |                                          | $      | 965,530 |   |
|                                                                     |   |                                          |      |                                          |   |   |   |
| **Cash                  flows from investing activities:**               |   |                                          |      |                                          |   |   |   |
| Purchases                  of property and equipment                     |   |                                          | (72,441   | )                                             |   | (46,157 | ) |
| Acquisition                  of Benefit Dynamics                         |   |                                          | -         |                                          |   | (340,000 | ) |
| Acquisition                  of Pentec and Pentec Capital Management     |   |                                          | -         |                                          |   | (1,864,925 | ) |
| Acquisiton                  of The Pension Alliance                      |   |                                          | -         |                                          |   | (3,380,000 | ) |
|                                                                     |   |                                          |      |                                          |   |   |   |
| **Net                  cash used in investing activities**               |   |                                          | (72,441   | )                                             |   | (5,631,082 | ) |
|                                                                     |   |                                          |      |                                          |   |   |   |
| **Cash                  flows from financing activities:**               |   |                                          |      |                                          |   |   |   |
| Payments                  on long-term debt and notes                    |   |                                          | (460,636  | )                                             |   | (20,573 | ) |
| Proceeds                  from sale of common and preferred shares, net  |   |                                          | -         |                                          |   | 1,150,219 |   |
| Payment                  of deferred financing costs                     |   |                                          | (4,340    | )                                             |   | - |   |
|                                                                     |   |                                          |      |                                          |   |   |   |
| **Net                  cash provided by (used in) financing activities** |   |                                          | (464,976  | )                                             |   | 1,129,646 |   |
|                                                                     |   |                                          |      |                                          |   |   |   |
| Net                  increase (decrease) in cash                         |   |                                          | 656,426   |                                          |   | (3,535,906 | ) |
|                                                                     |   |                                          |      |                                          |   |   |   |
| Cash,                  beginning of period                               |   |                                          | 3,254,759 |                                          |   | 6,191,301 |   |
|                                                                     |   |                                          |      |                                          |   |   |   |
| Cash,                  end of period                                     |   | $                                             | 3,911,185 |                                          | $      | 2,655,396 |   |

----

**Seller      Financing**

**Future      Contractual Obligations**

|  (Unaudited)                                   |
|-----------------------------------------------------|
|  March                  31, 2008               |
|                                                |
|                                                |   | Payments                  due by period |   |
|                                                |   | Total |   | Less                  than 1 year |   | 1-3                  years |   | 3-5                  years |   |
|                                                |   |   |   |   |   |   |   |   |   |
| Operating                  Lease Obligations        |   | $ | 5,912,721 |   | $ | 1,725,213 |   | $ | 2,963,254 |   | $ | 1,224,253 |   |
|                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Employment                  Contracts               |   | $ | 1,831,250 |   | $ | 1,475,000 |   | $ | 356,250 |   | $ | - |   |
|                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Short                  and Long Term Debt           |   | $ | 24,433,029 |   | $ | 2,811,576 |   | $ | 21,621,453 |   | $ | - |   |
|                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total                  Contractual Cash Obligations |   | $ | 32,177,000 |   | $ | 6,011,790 |   | $ | 24,940,967 |   | $ | 1,224,253 |   |

----

**Critical      Accounting Policies and Estimates**

|   | · | Revenue                Recognition |
|--------|--------|------------------------------------|

|   | · | Management's                Estimates |
|--------|--------|---------------------------------------|

|   | · | Goodwill                / Intangible Assets |
|--------|--------|---------------------------------------------|

|   | · | Share-based                Payments |
|--------|--------|-------------------------------------|

**Revenue      Recognition**

|   | · | Third                party administration; |
|--------|--------|--------------------------------------------|

|   | · | Financial                planning and investment advisory fees and securities                commissions; |
|--------|--------|-----------------------------------------------------------------------------------------------------------|

|   | · | Insurance                commissions.*** *** |
|--------|--------|---------------------------------------------------|

|  | · | Persuasive                evidence of an arrangement between the Company and its clients                exists; |
|--|--------|-----------------------------------------------------------------------------------------------------------------|

|  | · | Delivery                of the product to the customer has occurred or service has been provided                to the customer; |
|--|--------|----------------------------------------------------------------------------------------------------------------------------------|

|  | · | The                price to the customer is fixed and                determinable; |
|--|--------|------------------------------------------------------------------------------------|

|  | · | Collectability                of the sales price is reasonably                assured. |
|--|--------|----------------------------------------------------------------------------------------|

|  | · | As                services are rendered; |
|--|--------|------------------------------------------|

|  | · | Contingent                commissions are recorded as revenue when                received. |
|--|--------|---------------------------------------------------------------------------------------------|

|  | · | The                policy application is substantially                complete; |
|--|--------|---------------------------------------------------------------------------------|

|  | · | The                premium is paid; |
|--|--------|-------------------------------------|

|  | · | The                insured party is contractually committed to the purchase of the insurance                policy. |
|--|--------|---------------------------------------------------------------------------------------------------------------------|

----

**Management's      Estimates**

**Inflation**

**Special      Note Regarding Forward Looking Statements**

**Adoption      of New Accounting Pronouncements**

**New      Accounting Pronouncements**

----

**ITEM      3. Quantitative and Qualitative Disclosures about Market      Risks**

----

**ITEM      4. Controls and Procedures**

**Evaluation      of Disclosure Controls and Procedures**

*Internal      Control - Integrated Framework*

**Managements      Report on Internal Control Over Financial Reporting**

|   | · | Pertain                to the maintenance of records that, in reasonable detail, accurately                and                fairly reflect the transactions and dispositions of our                assets; |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Provide                reasonable assurance that transactions are recorded as necessary                to permit                preparation of financial statements in accordance with U.S. generally                accepted accounting principles, and that our receipts and expenditures                are                being made only in accordance with authorizations of management and                directors; and |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Provide                reasonable assurance regarding prevention or timely detection of                unauthorized acquisition, use or disposition of our assets that could                have                a material effect on the financial                statements. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

**PART      II. OTHER INFORMATION**

**ITEM      1.**
**Legal      Proceedings**

**ITEM      2. Unregistered Sales of Equity Securities and Use of      Proceeds**

**Unregistered      Sales of Equity Securities**

**January      2, 2008**

**ITEM      3. Defaults Upon Senior Securities**

**ITEM      4. Submission of Matters to a Vote of Security Holders**

**ITEM      5. Other Information**

----

**ITEM      6. Exhibits**

| **Exhibit****Number** |  **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-----------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                   | Articles                of Incorporation of the Company, as amended (Incorporated by reference                to                Form S-18 filed with the Securities and Exchange Commission on October                7,                1985))                                                                                                                                                                                                                                                                                                    |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.2                   | Amended                and Restated Bylaws of the Company (Incorporated by reference to                Form                8-K_filed with the Securities and Exchange Commission on April 19,                2005.                (File No.333-124161))                                                                                                                                                                                                                                                                                           |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.3                   | Certificate                of Designation of Preferences, Rights and Limitations of Series B                Cumulative Convertible Preferred Stock (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on October                19, 2005.                (File No.000-51252))                                                                                                                                                                                                 |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.4                   | Certificate                of Designation of Preferences, Rights and Limitations of Series C                Cumulative Convertible Preferred Stock (Incorporated by reference to Form                8-K filed with the Securities and Exchange Commission on November                14,                2005. (File No.000-51252))                                                                                                                                                                                                               |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.5                   | Articles                of Amendment to the Articles of Incorporation dated August19, 2004(Incorporated                by reference to Form SB-2 filed with the Securities and Exchange                Commission on November 21, 2006 (File No.                333-136790))                                                                                                                                                                                                                                                                      |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.6                   | Articles                of Amendment to the Articles of Incorporation dated March 2, 2005(Incorporated                by reference to Form SB-2 filed with the Securities and Exchange                Commission on November 21, 2006 (File No.                333-136790))                                                                                                                                                                                                                                                                       |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.7                   | Articles                of Amendment to the Articles of Incorporation dated March 15, 2005(Incorporated                by reference to Form SB-2 filed with the Securities and Exchange                Commission on November 21, 2006 (File No.                333-136790))                                                                                                                                                                                                                                                                      |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.8                   | Articles                of Amendment to the Articles of Incorporation dated March 21, 2005(Incorporated                by reference to Form SB-2 filed with the Securities and Exchange                Commission on November 21, 2006 (File No.                333-136790))                                                                                                                                                                                                                                                                      |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.9                   | Certificate                of Designation of Preferences, Rights and Limitations of Series D                Cumulative Convertible Preferred Stock (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on March 27,                2006.                (File No. 002-98138-A))                                                                                                                                                                                                |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.10                  | Certificate                of Designation of Preferences, Rights and Limitations of Series E                Cumulative Convertible Preferred Stock (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on December                26,                2006. (File No. 002-98138-A))                                                                                                                                                                                             |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.1                   | Securities                Purchase Agreement dated March 9, 2005 by and between the Company                and                Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed                with                the Securities and Exchange Commission on March 15, 2005. (File No.                002-98138-A))                                                                                                                                                                                                           |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.2                   | Secured                Convertible Term Note dated March 9, 2005 issued by the Company to                Laurus                Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on March 15, 2005. (File No.                002-98138-A))                                                                                                                                                                                                                 |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.3                   | Secured                Convertible Term Note dated March 9, 2005 issued by the Company to                Laurus                Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on March 15, 2005. (File No.                002-98138-A))                                                                                                                                                                                                                 |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.4                   | Common                Stock Option dated March 9, 2005 issued by the Company to Laurus                Master                Fund, Ltd. (Incorporated by reference to Form 8-K filed with the                Securities and Exchange Commission on March 15, 2005. (File No.                002-98138-A))                                                                                                                                                                                                                                          |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.5                   | Master                Security Agreement dated March 9, 2005 among Fast Eddie Racing Stables,                Inc., Duncan Capital Financial Group, Inc., Pension Administration                Services, Inc., Complete Investment Management Inc. of Philadelphia,                MD                Bluestein, Inc. and Laurus Master Fund, Ltd .(Incorporated by reference                to                Form 8-K filed with the Securities and Exchange Commission on March                15,                2005. (File No. 002-98138-A)) |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.6    | Stock                Pledge Agreement dated March 9, 2005 among Fast Eddie Racing Stables,                Inc., Duncan Capital Financial Group, Inc., Pension Administration                Services, Inc., Complete Investment Management Inc. of Philadelphia,                MD                Bluestein, Inc. and Laurus Master Fund, Ltd.(Incorporated by reference                to                Form 8-K filed with the Securities and Exchange Commission on March                15,                2005. (File No. 002-98138-A)) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.7    | Subsidiary                Guaranty dated March 9, 2005 executed by Duncan Capital Group, Inc.,                Pension Administration Services, Inc., Complete Investment Management                Inc.                of Philadelphia, MD Bluestein, Inc. and Laurus Master Fund, Ltd.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on March 15, 2005. (File No.                002-98138-A))                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.8    | Registration                Rights Agreement dated March 9, 2005 by and between Fast Eddie Racing                Stables, Inc. and Laurus Master Fund, Ltd. (Incorporated by reference                to                Form 8-K filed with the Securities and Exchange Commission on March                15,                2005. (File No. 002-98138-A))                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.9    | Common                Stock Purchase Warrant dated March 9, 2005 issued by Duncan Capital                Financial Group, Inc. to Richard E. Stierwalt. (Incorporated by reference                to Form 8-K filed with the Securities and Exchange Commission on                March 15,                2005. (File No. 002-98138-A))                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.10   | Common                Stock Purchase Warrant dated March 9, 2005 issued by Duncan Capital                Financial Group, Inc. to Leonard Neuhaus. (Incorporated by reference                to                Form 8-K filed with the Securities and Exchange Commission on March                15,                2005. (File No. 002-98138-A))                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.11   | Form                of Stock Option Agreement, dated March 9, 2005, between the Company                and                certain non-management directors. (Incorporated by reference to Form                8-K                filed with the Securities and Exchange Commission on April 19,                2005.))                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.12   | Securities                Purchase Agreement dated November 30, 2005 entered by and between                National                Investment Mangers Inc. and Laurus Master Fund, Ltd. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 6, 2005. (File No.000-51252))                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.13   | Securities                Purchase Agreement dated November 30, 2005 entered by and between                National                Investment Mangers Inc. and Laurus Master Fund, Ltd. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 6, 2005. (File No.000-51252))                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.14   | Securities                Purchase Agreement dated November 30, 2005 entered by and between                National                Investment Mangers Inc. and Laurus Master Fund, Ltd. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 6, 2005. (File No.000-51252))                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.15   | Convertible                Promissory Note, dated August 2, 2005, issued by the Company to Stephen                H.                Rosen. (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on August 5, 2005.(File                No.000-51252))                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.16   | Convertible                Promissory Note, dated August 2, 2005, issued by the Company to Elizabeth                Davies. (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on August 5, 2005. (File                No.000-51252))                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.17   | Common                Stock Option, dated August 2, 2005, issued by the Company to Stephen                H.                Rosen. (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on August 5, 2005. (File                No.000-51252))                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.18   | Common                Stock Option, dated August 2, 2005, issued by the Company to Stephen                H.                Rosen. (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on August 5, 2005. (File                No.000-51252))                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.19   | Form                of Subscription Agreement for Series B Cumulative Convertible Preferred                Stock (Incorporated by reference to the Form 8-K Current Report filed                with                the Securities and Exchange Commission on October 20, 2005 (File                No.000-51252))                                                                                                                                                                                                                            |

----

|   |                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.20   | Form                of Subscription Agreement for Series C Cumulative Convertible Preferred                Stock (Incorporated by reference to the Form 8-K Current Report filed                with                the Securities and Exchange Commission on November 14, 2005 (File                No.000-51252))                                          |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.21   | Amendment                Agreement entered by and between the Company and Laurus Master Fund                Ltd.                dated August 2006                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.22   | Securities                Purchase Agreement dated May 30, 2006 by and between National Investment                Managers Inc. and Laurus Master Fund, Ltd. (Incorporated by reference                to                the Form 8-K Current Report filed with the Securities and Exchange                Commission on June 5, 2006 (File No.000-51252))   |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.23   | Secured                Non-Convertible Term Note payable to Laurus Master Fund, Ltd.                (Incorporated by reference to the Form 8-K Current Report filed with                the                Securities and Exchange Commission on June 5, 2006 (File                No.000-51252))                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.24   | Secured                Non-Convertible Term Note payable to Laurus Master Fund, Ltd.                (Incorporated by reference to the Form 8-K Current Report filed with                the                Securities and Exchange Commission on June 5, 2006 (File                No.000-51252))                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.25   | Registration                Rights Agreement dated May 30, 2006 by and between National Investment                Managers Inc. and Laurus Master Fund, Ltd. (Incorporated by reference                to                the Form 8-K Current Report filed with the Securities and Exchange                Commission on June 5, 2006 (File No.000-51252))   |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.26   | Letter                Agreement dated May 30, 2006 by and between National Investment Managers                Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to the                Form                8-K Current Report filed with the Securities and Exchange Commission                on                June 5, 2006 (File No.000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.27   | Amendment                dated May 30, 2006 by and between National Investment Managers Inc.                and                Laurus Master Fund, Ltd. (Incorporated by reference to the Form 8-K                Current Report filed with the Securities and Exchange Commission                on June                5, 2006 (File No.000-51252))        |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.28   | Agreement                dated June 14, 2006 by and between National Investment Managers Inc.                and                Laurus Master Fund, Ltd. (Incorporated by reference to the Form 8-K                Current Report filed with the Securities and Exchange Commission                on June                16, 2006 (File No.000-51252))      |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.29   | Common                Stock Purchase Warrant dated May 30, 2006 issued to Laurus Master                Fund,                Ltd. (Incorporated by reference to the Form 8-K Current Report filed                with                the Securities and Exchange Commission on June 16, 2006 (File                No.000-51252))                              |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.30   | Letter                from Laurus Master Fund, Ltd. to National Investment Managers Inc.,                dated                June 14, 2006 (Incorporated by reference to the Form 8-K Current                Report                filed with the Securities and Exchange Commission on June 16, 2006                (File                No.000-51252))    |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.31   | Form                of Subscription Agreement for Series D Cumulative Convertible Preferred                Stock (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on March 27, 2006. (File No.                002-98138-A))                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.32   | Form                of Common Stock Purchase Warrant (Incorporated by reference to Form                8-K                filed with the Securities and Exchange Commission on March 27, 2006.                (File                No. 002-98138-A))                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.33   | Form                of Common Stock Purchase Warrant (Incorporated by reference to Form                8-K                filed with the Securities and Exchange Commission on March 27, 2006.                (File                No. 002-98138-A))                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.34   | Form                of Common Stock Purchase Warrant (Incorporated by reference to Form                8-K                filed with the Securities and Exchange Commission on December 26,                2006.                (File No. 002-98138-A))                                                                                                      |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.35   | Revolving                Line of Credit and Term Loan Agreement by and between National Investment                Managers Inc. and RBS Citizens, National Association dated November                30,                2007 (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.36   | Revolving                Line of Credit Note issued by National Investment Managers Inc. issued                to                RBS Citizens, National Association dated November 30, 2007 (Incorporated                by reference to Form 8-K filed with the Securities and Exchange Commission                on December 4, 2007. (File No. 000-51252))                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.37   | Term                Promissory Note issued by National Investment Managers Inc. issued                to RBS                Citizens, National Association dated November 30, 2007 (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252))                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.38   | Stock                Pledge Agreement by and between National Investment Managers Inc.                and RBS                Citizens, National Association dated November 30, 2007 (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252))                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.39   | Security                Agreement by and between National Investment Managers Inc. and RBS                Citizens, National Association dated November 30, 2007 (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252))                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.40   | Form                of Stock Pledge Agreement by and between the subsidiaries of National                Investment Managers Inc. and RBS Citizens, National Association dated                November 30, 2007 (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on December 4, 2007. (File No.                000-51252)                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.41   | Form                of Security Agreement by and between the subsidiaries of National                Investment Managers Inc. and RBS Citizens, National Association dated                November 30, 2007 (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.42   | Form                of Guaranty by and between the subsidiaries of National Investment                Managers Inc. and RBS Citizens, National Association dated November                30,                2007 (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.43   | Securities                Purchase and Loan Agreement by and between National Investment Managers                Inc. and Woodside Capital Partners IV, LLC, Woodside Capital Partners                IV                QP, LLC, Lehman Brothers Commercial Bank and Woodside Agency Services,                LLC, as collateral agent, dated November 30, 2007 (Incorporated by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.44   | Securities                Purchase and Loan Agreement by and between National Investment Managers                Inc. and Woodside Capital Partners IV, LLC, Woodside Capital Partners                IV                QP, LLC, Lehman Brothers Commercial Bank and Woodside Agency Services,                LLC, as collateral agent, dated November 30, 2007 (Incorporated by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.45   | Form                of Warrant exercisable at $0.50 per share issued by National Investment                Managers Inc. to Woodside Capital Partners IV, LLC, Woodside Capital                Partners IV QP, LLC, and Lehman Brothers Commercial Bank dated November                30, 2007 (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.46   | Form                of Warrant exercisable at $1.00 per share issued by National Investment                Managers Inc. to Woodside Capital Partners IV, LLC, Woodside Capital                Partners IV QP, LLC, and Lehman Brothers Commercial Bank dated November                30, 2007 (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.47   | Form                of Warrant exercisable at $1.50 per share issued by National Investment                Managers Inc. to Woodside Capital Partners IV, LLC, Woodside Capital                Partners IV QP, LLC, and Lehman Brothers Commercial Bank dated November                30, 2007 (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                 |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.48   | Registration                Rights Agreement by and between National Investment Managers Inc.                and                Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP,                LLC,                and Lehman Brothers Commercial Bank dated November 30, 2007 (Incorporated                by reference to Form 8-K filed with the Securities and Exchange Commission                on December 4, 2007. (File No. 000-51252))                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.49   | Contingent                Interest Payment Agreement by and between National Investment Managers                Inc. and Woodside Capital Partners IV, LLC, Woodside Capital Partners                IV                QP, LLC, and Lehman Brothers Commercial Bank dated November 30, 2007                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.50   | Fee                Agreement by and between National Investment Managers Inc. and Woodside                Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, and                Lehman                Brothers Commercial Bank dated November 30, 2007 (Incorporated by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252))                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.51   | Fee                Agreement by and between National Investment Managers Inc. and Woodside                Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, and                Lehman                Brothers Commercial Bank dated November 30, 2007 (Incorporated by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252))                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.52   | Security                Agreement by and between National Investment Managers Inc., its                subsidiaries and Woodside Agency Services, LLC dated November 30,                2007                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.53   | Guaranty                by and between National Investment Managers Inc., its subsidiaries                and                Woodside Agency Services, LLC dated November 30, 2007 (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252))                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.54   | Securities                Purchase Agreement by and between National Investment Managers Inc.                and                Valens U.S. SPV I, LLC and Valens Offshore SPV I, Ltd. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252))                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.55   | Amendment                No., 1 to Revolving Line of Credit and Term Loan Agreement by and                between                Citizens RBS, National Association, and National Investment Managers                Inc.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on April 8, 2008 (File No.                000-51252))                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.56   | Consent                and Amendment No. 1 to Securities Purchase and Loan Agreement by                and among                National Investment Managers Inc., Woodside Capital Partners IV,                LLC,                Woodside Capital Partners IV QP, LLC, Lehman Brothers Commercial                Bank and                Woodside Agency Services, LLC as collateral agent (Incorporated by                reference to Form 8-K filed with the Securities and Exchange Commission                on                April 8, 2008 (File No. 000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.1   | Agreement                and Plan of Reorganization, dated as of February 18, 2005 by and                among                Fast Eddie Racing Stables, Inc, Glenn A. Little, Duncan Capital Financial                Group, Inc. and FERS Acquisition Corp. (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on February                23,                2005)                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.2   | Employment                Agreement, dated as of December 23, 2004, between Duncan Capital                Financial                Group, Inc. and Richard E. Stierwalt. (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on March 15,                2005)                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.3   | Employment                Agreement, dated as of January 1, 2005, between Duncan Capital Financial                Group, Inc. and Leonard Neuhaus. (Incorporated by reference to Form                8-K                filed with the Securities and Exchange Commission on March 15,                2005)                                                                                                                                                                                                                                                                |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.4   | 12%                Senior Secured Note, dated January 27, 2005, in the original principal                amount of $350,000, delivered by Duncan Capital Financial Group,                Inc. to                CAMOFI Master LDC (formerly known as DCOFI Master LDC) (Incorporated                by                reference to Form SB-2 Registration Statement filed with the Securities                and Exchange Commission on April 19, 2005. (File                No.333-124161))                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.5   | Securities                Purchase Agreement, dated as of January 27, 2005, between Duncan                Capital                Financial Group, Inc. and CAMOFI Master LDC(Incorporated by reference                to                Form SB-2 filed with the Securities and Exchange Commission on April                19,                2005. (File No.333-124161))                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.6   | Security                Agreement, dated as of January 27, 2005, among Duncan Capital Financial                Group, Inc., Pension Administration Services, Inc., Complete Investment                Management Inc. of Philadelphia, MD Bluestein Inc. and CAMOFI Master                LDC.                (Incorporated by reference to Form SB-2_filed with the Securities                and                Exchange Commission on April 19, 2005. (File                No.333-124161))               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.7   | Subsidiary                Guarantee, dated as of January 27, 2005, among Duncan Capital Financial                Group, Inc., Pension Administration Services, Inc., Complete Investment                Management Inc. of Philadelphia and MD Bluestein Inc. in favor of                CAMOFI                Master LDC. (Incorporated by reference to Form SB-2/A_filed with                the                Securities and Exchange Commission on June 17, 2005. (File                No.333-124161)) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.8   | 12%                Senior Secured Note, dated May 4, 2005, in the original principal                amount                of $150,000, delivered by Duncan Capital Financial Group, Inc. to                CAMOFI                Master LDC. (Incorporated by reference to Form SB-2/A_filed with                the                Securities and Exchange Commission on June 17, 2005. (File                No.333-124161))                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.9   | Agreement,                dated as of June 15, 2005, between the Company and Richard Berman.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on June 17, 2005.)                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.10  | Asset                Purchase Agreement between National Investment Mangers Inc. and American                Benefit Resources, Inc. dated November 1, 2005 (Incorporated by reference                to Form 8-K filed with the Securities and Exchange Commission on                November                4, 2005. (File No.000-51252))                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.11  | A/R                Escrow Agreement by and among National Investment Mangers Inc., JP                Morgan                Chase Bank, N.A. and American Benefit Resources, Inc. dated November                30,                2005 (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on December 6, 2005. (File                No.000-51252)                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.12  | Indemnification                Escrow Agreement by and among National Investment Mangers Inc., JP                Morgan                Chase Bank, N.A. and American Benefit Resources, Inc. dated November                30,                2005 (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on December 6, 2005. (File                No.000-51252)                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.13  | Registration                Rights Agreement between National Investment Mangers Inc., American                Benefit Resources, Inc. and Arthur J. Steinberg as manager of IBF                Fund                Liquidating LLC dated November 30, 2005 (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on December                6, 2005.                (File No.000-51252))                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.14  | Stock                Purchase Agreement, dated August 2, 2005, among the Company, Stephen                H.                Rosen Associates, Inc., Stephen H. Rosen and Elizabeth Davies.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on August 5, 2005. (File                No.000-51252))                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.15  | Stock                Purchase Agreement, dated August 2, 2005, among the Company, Haddon                Strategic Alliances, Inc. and John Ermilio. (Incorporated by reference                to                Form 8-K filed with the Securities and Exchange Commission on August                5,                2005. (File No.000-51252))                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.16  | Employment                Agreement, dated as of August 2, 2005, between the Company and Stephen                H.                Rosen. (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on August 5, 2005. (File                No.000-51252))                                                                                                                                                                                                     |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.17  | Noncompetition                Agreement, dated as of August 2, 2005, between the Company and Stephen                H.                Rosen. (Incorporated by reference to Form 8-Kfiled with the Securities                and                Exchange Commission on August 5, 2005 (File                No.000-51252))                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.18  | Noncompetition                Agreement, dated as of August 2, 2005, between the Company and John                Ermilio. (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on August 5, 2005. (File                No.000-51252))                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.19  | Agreement                and Plan of Merger Dated as of January 4, 2006 by and among Jack                C.                Holland, Steven R. Eyer, Valley Forge Enterprises, Ltd., VFE Merger                Corp.                and National Investment Managers Inc. (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on January                12, 2006.                (File No.000-51252))        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.20  | Employment                Agreement dated January 1, 2006 by and between Steven R. Eyer and                Valley                Forge Enterprises, Ltd (Incorporated by reference to Form 8-K filed                with                the Securities and Exchange Commission on January 12, 2006. (File                No.000-51252))                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.21  | Employment                Agreement dated January 1, 2006 by and between Jack C. Holland and                Valley                Forge Enterprises, Ltd. (Incorporated by reference to Form 8-K filed                with                the Securities and Exchange Commission on January 12, 2006. (File                No.000-51252))                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.22  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement dated January 1, 2006                by and                between Steven R. Eyer and National Investment Managers Inc. (Incorporated                by reference to Form 8-K filed with the Securities and Exchange Commission                on January 12, 2006. (File No.000-51252))                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.23  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement dated January 1, 2006                by and                between Jack C. Holland and National Investment Managers Inc.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on January 12, 2006. (File                No.000-51252))                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.24  | Employment                Agreement dated March 1, 2006 by and between Leonard Neuhaus and                the                Company (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on March 6, 2006. (File                No.000-51252)                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.25  | Consulting                Agreement dated March 1, 2006 by and between Richard Stierwalt and                the                Company (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on March 6, 2006. (File                No.000-51252))                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.26  | Employment                Agreement dated March 2006 by and between Steven Ross and the Company                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on March 17, 2006.)                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.27  | Consulting                Agreement dated January 1, 2006 by and between DC Associates LLC                and the                Company (Incorporated by reference to Form 10-KSB filed with the                Securities and Exchange Commission on March 31, 2006.)                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.28  | Put                Agreement entered by and among American Benefit Resources, Inc.,                IBF Fund                Liquidating LLC and Duncan Capital Group LLC                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.29  | Put                Agreement entered by and among American Benefit Resources, Inc.,                BF Fund                Liquidating LLC and Duncan Capital Group LLC                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.30  | Stock                Purchase Agreement by and between National Investment Managers Inc.,                THE                LAMCO Group, Inc., Lamoriello & Co., Inc., Circle Pension, Inc.,                Southeastern Pension Services, Inc. and Nicholas J. Lamoriello                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on October 10, 2006. (File No.                000-51252)) |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.31  | Stock                Option issued to Nicholas J. Lamoriello (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on October                10, 2006.                (File No. 000-51252))                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.32  | Escrow                Agreement entered by and between National Investment Managers Inc.                and THE                LAMCO Group, Inc. (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on October 10, 2006. (File No.                000-51252))                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.33  | Cross                Sales Agreement entered between National Investment Managers Inc.                and THE                LAMCO Group, Inc. (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on October 10, 2006. (File No.                000-51252))                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.34  | Technology                Agreement entered between National Investment Managers Inc. and THE                LAMCO                Group, Inc. (Incorporated by reference to Form 8-K filed with the                Securities and Exchange Commission on October 10, 2006. (File No.                000-51252))                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.35  | Management                entered between National Investment Managers Inc., Nicholas J. Lamoriello                and Stephen R. Zito (Incorporated by reference to Form 8-K filed                with the                Securities and Exchange Commission on October 10, 2006. (File No.                000-51252))                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.36  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement between National Investment                Managers Inc., Nicholas J. Lamoriello and THE LAMCO Group, Inc.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on October 10, 2006. (File No.                000-51252))                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.37  | Joinder                Agreement between Laurus Master Fund, Ltd., Lamoriello & Co. Inc.,                Circle Pension, Inc., and Southeastern Pension Services, Inc.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on October 10, 2006. (File No.                000-51252))                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.38  | Employment                Agreement dated October 24, 2006 by and between Steven Ross and the                Company. (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on October 26, 2006. (File No.                000-51252))                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.39  | 39                Stock Purchase Agreement by and between National Investment Managers                Inc.,                National Actuarial Pension Services, Inc., Charles McLeod and Mary                H.                McLeod (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on December 4, 2006. (File No.                000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.40  | Promissory                Note issued by National Investment Managers Inc. to Charles McLeod                and                Mary H. McLeod (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on December 4, 2006. (File No.                000-51252))                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.41  | Promissory                Note issued by National Investment Managers Inc. to Charles McLeod                and                Mary H. McLeod (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on December 4, 2006. (File No.                000-51252)                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.42  | Promissory                Note issued by National Investment Managers Inc. to Charles McLeod                and                Mary H. McLeod (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on December 4, 2006. (File No.                000-51252))                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.43  | Employment                Agreement entered between National Investment Managers Inc. and Mary                McLeod (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on December 4, 2006. (File No.                000-51252))                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.44  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement between National Investment                Managers Inc. and Charles McLeod and Mary H. McLeod. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2006. (File No.                000-51252))            |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.45  | Joinder                Agreement between Laurus Master Fund, Ltd. and National Actuarial                Pension                Services, Inc. (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on December 4, 2006. (File No.                000-51252))                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.46  | Joinder                Agreement between Laurus Master Fund, Ltd. and National Actuarial                Pension                Services, Inc. (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on December 4, 2006. (File No.                000-51252))                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.47  | Agreement                between National Investment Managers Inc. and Duncan Capital Group                LLC, a                Delaware limited liability company and DCI Master LDC. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 22, 2006. (File No. 000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.48  | Stock                Purchase Agreement by and between National Investment Managers Inc.,                Benefit Dynamics, Inc., Jo Ann Massanova and Carmen Laverghetta                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on January 4, 2007. (File No.                000-51252))                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.49  | Form                of Promissory Note issued by National Investment Managers Inc. payable                March 2, 2008 (Incorporated by reference to Form 8-K filed with the                Securities and Exchange Commission on January 4, 2007. (File No.                000-51252))                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.50  | Form                of Promissory Note issued by National Investment Managers Inc. payable                March 2, 2009 (Incorporated by reference to Form 8-K filed with the                Securities and Exchange Commission on January 4, 2007. (File No.                000-51252))                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.51  | Employment                Agreement entered between Benefit Dynamics, Inc. and Jo Ann Massanova                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on January 4, 2007. (File No.                000-51252))                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.52  | Employment                Agreement entered between Benefit Dynamics, Inc. and Carmen Laverghetta                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on January 4, 2007. (File No.                000-51252))                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.53  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement between National Investment                Managers Inc. and Jo Ann Massanova (Incorporated by reference to                Form 8-K                filed with the Securities and Exchange Commission on January 4, 2007.                (File No. 000-51252))                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.54  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement between National Investment                Managers Inc. and Jo Ann Massanova (Incorporated by reference to                Form 8-K                filed with the Securities and Exchange Commission on January 4, 2007.                (File No. 000-51252))                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.55  | Joinder                Agreement between Laurus Master Fund, Ltd. and Benefit Dynamics,                Inc.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on January 4, 2007. (File No.                000-51252))                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.56  | Stock                Option Agreement entered by and between the Company and Jo Ann Massanova                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on January 4, 2007. (File No.                000-51252))                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.57  | Stock                Purchase Agreement by and between National Investment Managers Inc.,                Renee                J. Conner, William Renninger and The Pension Alliance, Inc. (Incorporated                by reference to Form 8-K filed with the Securities and Exchange Commission                on March 6, 2007. (File No. 000-51252))                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.58  | Promissory                Note issued by National Investment Managers Inc. to Renee J. Conner                due                April 28, 2008 (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on March 6, 2007 (File No.                000-51252))                                                              |

----

|   |                                                                                                                                                                                                                                                                                                                                                                        |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.59  | Promissory                Note issued by National Investment Managers Inc. to William Renninger                due                April 28, 2008 (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on March 6, 2007. (File No.                000-51252))                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.60  | Promissory                Note issued by National Investment Managers Inc. to Renee J. Conner                due                April 28, 2009 (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on March 6, 2007. (File No.                000-51252))                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.61  | Promissory                Note issued by National Investment Managers Inc. to Renee J. Conner                due                April 28, 2009 (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on March 6, 2007. (File No.                000-51252))                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.62  | Employment                Agreement entered between National Investment Managers Inc. and Renee                J.                Conner (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on March 6, 2007. (File No.                000-51252))                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.63  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement between National Investment                Managers Inc. and Charles McLeod and Mary H. McLeod. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                March 6, 2007. (File No. 000-51252))  |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.64  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement between National Investment                Managers Inc. and Charles McLeod and Mary H. McLeod. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                March 6, 2007. (File No.000-51252))   |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.65  | Stock                Purchase Agreement by and between National Investment Managers Inc.,                Pentec, Inc., Pentec Capital Management, Inc. and Michael E. Callahan                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on March 6, 2007. (File No.                000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.66  | Promissory                Note issued by National Investment Managers Inc. to Michael E. Callahan                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on March 6, 2007. (File No.                000-51252))                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.67  | Employment                Agreement entered between Pentec, Inc., Pentec Capital Management,                Inc.                and Michael Callahan (Incorporated by reference to Form 8-K filed                with the                Securities and Exchange Commission on March 6, 2007. (File No.                000-51252))                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.68  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement between National Investment                Managers Inc. and Michael Callahan (Incorporated by reference to                Form 8-K                filed with the Securities and Exchange Commission on March 6, 2007.                (File                No. 000-51252))                    |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.69  | Addendum                to Employment Agreement by and between the Company and Steven J.                Ross                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on March 29, 2007. (File No.                000-51252))                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.70  | Addendum                to Employment Agreement by and between the Company and Leonard Neuhaus                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on March 29, 2007. (File No.                000-51252))                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.71  | Employment                Agreement by and between the Company and John Davis (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                March 29, 2007. (File No. 000-51252))                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.72  | Second                Omnibus Amendment and Waiver, dated as of May 2, 2007, by and between                National Investment Managers, Inc. and Laurus Master Fund, Ltd.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on May 7, 2007. (File No.                000-51252))       |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.73  | Second                Omnibus Amendment and Waiver, dated as of May 2, 2007, by and between                National Investment Managers, Inc. and Laurus Master Fund, Ltd.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on May 7, 2007. (File No.                000-51252))       |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.74  | Second                Omnibus Amendment and Waiver, dated as of May 2, 2007, by and between                National Investment Managers, Inc. and Laurus Master Fund, Ltd.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on May 7, 2007. (File No.                000-51252))                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.75  | Employment                Agreement by and between National Investment Managers Inc. and Steven                Ross                (to be filed by amendment) (Incorporated by reference to Form 8-K                filed                with the Securities and Exchange Commission on December 4, 2007.                (File No.                000-51252))                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.76  | Agreement                by and between National Investment Managers Inc. and DC Associates                LLC                (“DCA”), and Michael Crow (Incorporated by reference to Form 8-K filed                with the Securities and Exchange Commission on December 4, 2007.                (File No.                000-51252))                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.77  | Amendment                No. 1 to the Agreement, dated as of November 30, 2007 by and among                National Investment Managers Inc. Duncan Capital Group LLC and DCI                Master                LDC (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.78  | Stock                Purchase Agreement among National Investment Managers Inc., California                Investment Annuity Sales, Inc., Richard L. Kaplan and Hana E. Kaplan                Inter                Vivos Trust Agreement dated 1/29/97 as amended and restated 1/10/03                and                Anthony Delfino dated April 3, 2008 (Incorporated by reference to                Form 8-K                filed with the Securities and Exchange Commission on April 8, 2008                (File                No. 000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.79  | Employment                Agreement by and between Richard L. Kaplan and VEBA Administrators,                Inc.                dated April 3, 2008 (Incorporated by reference to Form 8-K filed                with the                Securities and Exchange Commission on April 8, 2008 (File No.                000-51252))                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.80  | Consulting                Agreement by and between Anthony S. Delfino and VEBA Administrators,                Inc.                dated April 3, 2008 (Incorporated by reference to Form 8-K filed                with the                Securities and Exchange Commission on April 8, 2008 (File No.                000-51252))                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.81  | Non-Disclosure                and Non-Solicitation Agreement by and between Anthony S. Delfino                and                National Investment Managers Inc. dated April 3, 2008 (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                April 8, 2008 (File No. 000-51252))                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.82  | Non-Disclosure                and Non-Solicitation Agreement by and between Richard Kaplan and                National                Investment Managers Inc. dated April 3, 2008 (Incorporated by reference                to                Form 8-K filed with the Securities and Exchange Commission on April                8,                2008 (File No. 000-51252))                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.83  | Promissory                Note payable to Anthony S. Delfino (Incorporated by reference to                Form 8-K                filed with the Securities and Exchange Commission on April 8, 2008                (File                No. 000-51252))                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.84  | Promissory                Note payable to Richard Kaplan (Incorporated by reference to Form                8-K                filed with the Securities and Exchange Commission on April 8,                2008)                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.85  | Settlement                Agreement and Release by and between Renee J. Conner, William E.                Renninger                and National Investment Managers Inc. dated May 15,                2008                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.86  | Promissory                  Note issued by National Investment Managers, Inc. to Renee J. Conner                  and                  William E. Renninger due April 30, 2009.                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.87  | Promissory                Note issued by National Investment Managers, Inc. to Renee J. Conner                and                William E. Renninger due October 31, 2009.                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 21.1   | List                of Subsidiaries of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 31.1   | Certification                of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)                as                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of                2002                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 31.2   | Certification                of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule                15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley                Act of                2002                                                                                                                                                                                                                                                                                                                                |

----

|   |                                                                                                                                                                                                                                      |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 32     | Certification                of Chief Executive Officer and Chief Financial Officer pursuant to                18                U.S.C. Section 1350, as adopted pursuant to Section 906 of the                Sarbanes-Oxley Act of 2002 |

----

**SIGNATURES**

**NATIONAL      INVESTMENT MANAGERS INC. **

**Registrant**

|                            |                                              |                         |
|---------------------------------|---------------------------------------------------|------------------------------|
|                       |                                         |                    |
| Date:              May 15, 2008 | By:                                     | /s/              Steven Ross |
|                            | STEVEN              ROSS                          |
|                            | Chief              Executive Officer and Director |

|                            |                                           |                                          |
|---------------------------------|------------------------------------------------|-----------------------------------------------|
|                       |                                      |                                     |
| Date:              May 15, 2008 | By:                                  | /s/              John              Schroepfer |
|                                 | JOHN              SCHROEPFER                   |
|                            | Interim                Chief Financial Officer |

----