| x      | QUARTERLY      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                  |   |
|--------|-------------------------------------------------------------------------------|--------|
|   | SECURITIES      EXCHANGE ACT OF 1934                                          |   |
|   |                                                                          |   |
|   | For      the quarterly period ended March 31, 2009                            |   |
|   |                                                                          |   |
|   | OR                                                                            |   |
|   |                                                                          |   |
| o      | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                 |   |
|   | SECURITIES      EXCHANGE ACT OF 1934                                          |   |
|   |                                                                          |   |
|   | For      the transition period from ________________ to      ________________ |   |

| 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                    |
| (Address      of principal executive offices)       |   | (Zip      Code)          |

| Large      accelerated filer o                                                                        | Accelerated      filer  o         |
|-------------------------------------------------------------------------------------------------------|---------------------------------------------|
|                                                                                                  |                                        |
| Non-accelerated      filer  o  (Do      not check if a smaller reporting company) | Smaller      reporting company  x |

|   | Common Shares                                 |   | Outstanding at May 7, 2009   |   |
|--------|-----------------------------------------------|--------|------------------------------|--------|
|   | Common      Stock, $0.001 par value per share |   | 39,556,669  shares |   |

----

|                                                                                                               |         | Page No. |
|--------------------------------------------------------------------------------------------------------------------|--------------|---------------|
| PART I. FINANCIAL    INFORMATION                                                                                   |         |          |
|                                                                                                               |         |          |
| Item      1. Financial Statements                                                                                  |         |          |
|                                                                                                               |         |          |
| Condensed      Consolidated Balance Sheets - March 31, 2009 (unaudited) and December 31,      2008 (audited)       |         | 3             |
|                                                                                                               |         |          |
| Condensed      Consolidated Statements of Operations - Three months ended March 31, 2009      and 2008 (unaudited) |         | 4             |
|                                                                                                               |         |          |
| Condensed      Consolidated Statements of Cash Flows - Three months ended March 31, 2009      and 2008 (unaudited) |         | 5-6           |
|                                                                                                               |         |          |
| Notes      to Condensed Consolidated Interim Financial Statements                                                  |         | 7-21          |
|                                                                                                               |         |          |
| Item      2. Management's Discussion and Analysis of Financial Condition and Results      of Operations            |         | 22-32         |
|                                                                                                               |         |          |
| Item      3. Quantitative and Qualitative Disclosures about Market    Risks                                        |         | 32            |
|                                                                                                               |         |          |
| Item      4. Controls and Procedures                                                                               |         | 32            |
|                                                                                                               |         |          |
| PART II. OTHER INFORMATION                                                                                         |         |          |
|                                                                                                               |         |          |
| Item      1. Legal Proceedings                                                                                     |         | 33            |
|                                                                                                               |         |          |
| Item      1A. Risk Factors                                                                                         |         | 33            |
|                                                                                                               |         |          |
| Item      2. Unregistered Sales of Equity Securities and Use of    Proceeds                                        |         | 33            |
|                                                                                                               |         |          |
| Item      3. Defaults upon Senior Securities                                                                       |         | 33            |
|                                                                                                               |         |          |
| Item      4. Submission of Matters to a Vote of Security Holders                                                   |         | 33            |
|                                                                                                               |         |          |
| Item      5. Other Information                                                                                     |         | 33-34         |
|                                                                                                               |         |          |
| Item      6. Exhibits                                                                                              |         | 35-46         |
|                                                                                                               |         |          |
| SIGNATURES                                                                                                         |    | 47            |

----

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | (Unaudited)    |        |   | (Audited)         |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------|-------------|--------|-------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | March 31, 2009 |        |   | December 31, 2008 |   |
| ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |           |        |   |              |   |
| Current      assets:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |           |        |   |              |   |
| Cash      (includes restricted cash of $341,569 and $411,299)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | $              | 683,920     |   |              | $      | 531,446 |   |
| Accounts      receivable, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |           | 5,759,611   |   |              |   | 4,886,329 |   |
| Prepaid      expenses and other current assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |           | 1,230,829   |   |              |   | 1,262,981 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |           |        |   |              |   |   |   |
| Total      current assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |           | 7,674,360   |   |              |   | 6,680,756 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |           |        |   |              |   |   |   |
| Property      and equipment, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |           | 1,034,057   |   |              |   | 1,036,497 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |           |        |   |              |   |   |   |
| Other      assets:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |           |        |   |              |   |   |   |
| Goodwill                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |           | 28,599,358  |   |              |   | 28,474,114 |   |
| Customer      lists/relationships, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |           | 26,351,203  |   |              |   | 27,118,405 |   |
| Other      intangibles, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |           | 6,718,487   |   |              |   | 7,732,504 |   |
| Deferred      financing costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |           | 950,564     |   |              |   | 979,455 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |           |        |   |              |   |   |   |
| Total      other assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |           | 62,619,612  |   |              |   | 64,304,478 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |           |        |   |              |   |   |   |
| Total      assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | $              | 71,328,029  |   |              | $      | 72,021,731 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |           |        |   |              |   |   |   |
| LIABILITIES      AND STOCKHOLDERS' EQUITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |           |        |   |              |   |   |   |
| Current      liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |           |        |   |              |   |   |   |
| Revolving      line of credit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | $              | 1,600,000   |   |              | $      | 327,992 |   |
| Long-term      debt, current portion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |           | 5,984,746   |   |              |   | 5,560,800 |   |
| Accounts      payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |           | 1,696,548   |   |              |   | 918,748 |   |
| Unearned      revenue                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |           | 5,485,329   |   |              |   | 5,464,992 |   |
| Accrued      expenses and other current liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |           | 4,497,832   |   |              |   | 5,603,997 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |           |        |   |              |   |   |   |
| Total      current liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |           | 19,264,455  |   |              |   | 17,876,529 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |           |        |   |              |   |   |   |
| Long-term      liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |           |        |   |              |   |   |   |
| Long-term      debt, less current portion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |           | 22,594,025  |   |              |   | 23,710,830 |   |
| Preferred      dividends payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |           | 6,366,720   |   |              |   | 5,872,320 |   |
| Derivative      financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |           | 2,316,393   |   |              |   | 2,510,864 |   |
| Deferred      tax liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |           | 7,119,488   |   |              |   | 7,708,914 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |           |        |   |              |   |   |   |
| Total      long-term liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |           | 38,396,626  |   |              |   | 39,802,928 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |           |        |   |              |   |   |   |
| Total      liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |           | 57,661,081  |   |              |   | 57,679,457 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |           |        |   |              |   |   |   |
| 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, 2009 and December 31, 2008 (liquidation preference      $2,420,000 as of March 31, 2009 and December 31, 2008); 4,000,000      designated as Series B shares - 3,615,000 shares issued and      outstanding as of March 31, 2009 and December 31, 2008 (liquidation      preference $7,230,000 as of March 31, 2009 and December 31, 2008);      1,000,000 designated as Series C shares - 770,834 shares issued and      outstanding as of March 31, 2009 and December 31, 2008 (liquidation      preference $9,250,008 as of March 31, 2009 and December 31,      2008);  500,000 designated as Series D shares - 409,500      shares issued and outstanding as of March 31, 2009 and December 31,      2008 (liquidation preference $8,190,000 as of March 31, 2009 and      December 31, 2008); and 60,000 designated as Series E shares - 29,350      shares issued and outstanding as of March 31, 2009 and December 31,      2008 (liquidation preference $5,870,000 as of March 31, 2009 and      December 31, 2008) |   |           | 7,245       |   |              |   | 7,245 |   |
| Common      stock, $.001 par value, 100,000,000 shares authorized, 39,556,669 shares      issued and outstanding as of March 31, 2009 and December 31,      2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |           | 39,557      |   |              |   | 39,557 |   |
| Additional      paid-in capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |           | 35,493,555  |   |              |   | 35,406,027 |   |
| Accumulated      deficit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |           | (21,873,409 | )      |              |   | (21,110,555 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |           |        |   |              |   |   |   |
| Total      stockholders' equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |           | 13,666,948  |   |              |   | 14,342,274 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |           |        |   |              |   |   |   |
| Total      liabilities and stockholders' equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | $              | 71,328,029  |   |              | $      | 72,021,731 |   |

----

|                                                                      |   | Three      Months Ended |        |   | Three      Months Ended |   |
|---------------------------------------------------------------------------|--------|-------------------------|-------------|--------|-------------------------|--------|
|                                                                      |   | March 31, 2009          |        |   | March 31, 2008          |   |
|                                                                      |   |                    |        |   |                    |   |
| Revenues:                                                                 |   | $                       | 12,643,246  |   |                    | $      | 8,940,459 |   |
|                                                                      |   |                    |        |   |                    |   |   |   |
| Operating      expenses                                                   |   |                    |        |   |                    |   |   |   |
| Selling,      general and administrative expenses                         |   |                    | 10,651,384  |   |                    |   | 7,957,291 |   |
| Depreciation      and amortization                                        |   |                    | 1,926,048   |   |                    |   | 1,463,080 |   |
| Stock-based      compensation                                             |   |                    | 87,528      |   |                    |   | 511,023 |   |
|                                                                      |   |                    |        |   |                    |   |   |   |
| Total      operating expenses                                             |   |                    | 12,664,960  |   |                    |   | 9,931,394 |   |
|                                                                      |   |                    |        |   |                    |   |   |   |
| Net      operating income (loss)                                          |   |                    | (21,714     | )      |                    |   | (990,935 | ) |
|                                                                      |   |                    |        |   |                    |   |   |   |
| Other      income (expenses):                                             |   |                    |        |   |                    |   |   |   |
| Change      in fair value of derivative financial instruments             |   |                    | 194,471     |   |                    |   | 376,157 |   |
| Interest      expense                                                     |   |                    | (1,039,444  | )      |                    |   | (940,010 | ) |
| Interest,      dividend and rental income                                 |   |                    | 8,807       |   |                    |   | 13,346 |   |
|                                                                      |   |                    |        |   |                    |   |   |   |
| Total      other expense, net                                             |   |                    | (836,166    | )      |                    |   | (550,507 | ) |
|                                                                      |   |                    |        |   |                    |   |   |   |
| Net      income (loss) before income tax benefit (expense)                |   |                    | (857,880    | )      |                    |   | (1,541,442 | ) |
|                                                                      |   |                    |        |   |                    |   |   |   |
| Income      tax benefit (expense)                                         |   |                    | 589,426     |   |                    |   | 371,397 |   |
|                                                                      |   |                    |        |   |                    |   |   |   |
| Net      income (loss) before preferred stock dividends                   |   |                    | (268,454    | )      |                    |   | (1,170,045 | ) |
|                                                                      |   |                    |        |   |                    |   |   |   |
| Less:      preferred stock dividends                                      |   |                    | (494,400    | )      |                    |   | (497,400 | ) |
|                                                                      |   |                    |        |   |                    |   |   |   |
| Net      income (loss) available to common stockholders                   |   | $                       | (762,854    | )      |                    | $      | (1,667,445 | ) |
|                                                                      |   |                    |        |   |                    |   |   |   |
| Net      income (loss) per common share - basic  and    diluted |   | $                       |  (0.02 | )      |                    | $      |  (0.05 | ) |
|                                                                      |   |                    |        |   |                    |   |   |   |
| Weighted      average common shares outstanding - basic and diluted       |   |                    | 39,557,000  |   |                    |   | 36,280,000 |   |

----

National Investment Managers Inc. andSubsidiaries

|                                                                                                                                          |   | Three      Months Ended |       |   | Three      Months Ended |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------|------------|--------|-------------------------|--------|
|                                                                                                                                          |   | March 31, 2009          |       |   | March 31, 2008          |   |
| Cash      flows from operating activities:                                                                                                    |   |                    |       |   |                    |   |
| Net      income (loss) before preferred stock dividends                                                                                       |   | $                       | (268,454   | )      |                    | $      | (1,170,045 | ) |
| Adjustments      to reconcile net income (loss) before preferred stock dividends to net      cash provided by (used in) operating activities: |   |                    |       |   |                    |   |   |   |
| Depreciation      and amortization                                                                                                            |   |                    | 1,926,048  |   |                    |   | 1,462,730 |   |
| Noncash      interest                                                                                                                         |   |                    | 388,289    |   |                    |   | 561,771 |   |
| Stock-based      compensation                                                                                                                 |   |                    | 87,528     |   |                    |   | 511,023 |   |
| Deferred      income tax benefit                                                                                                              |   |                    | (589,426   | )      |                    |   | (371,397 | ) |
| Change      in fair value of derivative financial instruments                                                                                 |   |                    | (194,471   | )      |                    |   | (376,157 | ) |
| Increase      (decrease) in cash attributable to changes in operating assets and      liabilities                                             |   |                    |       |   |                    |   |   |   |
| Accounts      receivable, net                                                                                                                 |   |                    | (832,923   | )      |                    |   | (632,087 | ) |
| Prepaid      expenses and other current assets                                                                                                |   |                    | 37,444     |   |                    |   | 43,148 |   |
| Accounts      payable                                                                                                                         |   |                    | 839,652    |   |                    |   | (170,819 | ) |
| Unearned      revenues                                                                                                                        |   |                    | 20,336     |   |                    |   | 1,854,054 |   |
| Accrued      expenses and other current liabilities                                                                                           |   |                    | 368,408    |   |                    |   | (518,378 | ) |
| Net      cash provided by (used in) operating activities                                                                                      |   |                    | 1,782,431  |   |                    |   | 1,193,843 |   |
|                                                                                                                                          |   |                    |       |   |                    |   |   |   |
| Cash      flows from investing activities:                                                                                                    |   |                    |       |   |                    |   |   |   |
| Purchases      of property and equipment                                                                                                      |   |                    | (142,389   | )      |                    |   | (72,441 | ) |
| Acquisition      of Alaska Pension Services                                                                                                   |   |                    | (1,476     | )      |                    |   | - |   |
| Acquisition      of Lamoriello Entities                                                                                                       |   |                    | (50,810    | )      |                    |   | - |   |
| Acquisition      of Alan N. Kanter & Associates                                                                                           |   |                    | (28,313    | )      |                    |   | - |   |
| Acquisition      of REPTECH Corp                                                                                                              |   |                    | (183,322   | )      |                    |   | - |   |
| Acquisition      of The Pension Group, Inc.                                                                                                   |   |                    | (1,288,269 | )      |                    |   | - |   |
| Net      cash provided by (used in) investing activities                                                                                      |   |                    | (1,694,579 | )      |                    |   | (72,441 | ) |
|                                                                                                                                          |   |                    |       |   |                    |   |   |   |
| Cash      flows from financing activities:                                                                                                    |   |                    |       |   |                    |   |   |   |
| Proceeds      from short-term debt                                                                                                            |   |                    | 1,272,008  |   |                    |   | - |   |
| Payments      on long-term debt and notes                                                                                                     |   |                    | (1,207,386 | )      |                    |   | (460,636 | ) |
| Payment      of deferred financing costs                                                                                                      |   |                    | -          |   |                    |   | (4,340 | ) |
| Net      cash provided by (used in) financing activities                                                                                      |   |                    | 64,622     |   |                    |   | (464,976 | ) |
|                                                                                                                                          |   |                    |       |   |                    |   |   |   |
| Net      increase (decrease) in cash                                                                                                          |   |                    | 152,474    |   |                    |   | 656,426 |   |
|                                                                                                                                          |   |                    |       |   |                    |   |   |   |
| Cash,      beginning of period                                                                                                                |   |                    | 531,446    |   |                    |   | 3,254,759 |   |
|                                                                                                                                          |   |                    |       |   |                    |   |   |   |
| Cash,      end of period                                                                                                                      |   | $                       | 683,920    |   |                    | $      | 3,911,185 |   |
|                                                                                                                                          |   |                    |       |   |                    |   |   |   |
| Supplemental      disclosure of cash flows information:                                                                                       |   |                    |       |   |                    |   |   |   |
| Cash      paid during the period for interest                                                                                                 |   | $                       | 638,425    |   |                    | $      | 611,242 |   |
|                                                                                                                                          |   |                    |       |   |                    |   |   |   |
| Cash      paid during the period for taxes                                                                                                    |   | $                       | 100,520    |   |                    | $      | 72,753 |   |
|                                                                                                                                          |   |                    |       |   |                    |   |   |   |
| Supplemental      schedules of noncash investing and financing activites:                                                                     |   |                    |       |   |                    |   |   |   |
| Accrued      preferred dividends                                                                                                              |   | $                       | 494,400    |   |                    | $      | 497,400 |   |
|                                                                                                                                          |   |                    |       |   |                    |   |   |   |
| Noncash      component of acquisition of California Investment and Annuity      Services                                                      |   | $                       | -          |   |                    | $      | 2,441,619 |   |
|                                                                                                                                          |   |                    |       |   |                    |   |   |   |
| Capitalization      of accrued interest on secured term notes                                                                                 |   | $                       | 93,274     |   |                    | $      | 91,473 |   |
|                                                                                                                                          |   |                    |       |   |                    |   |   |   |
| Capitalization      of deferred financing costs on secured term notes                                                                         |   | $                       | 100,625    |   |                    | $      | - |   |

----

| 2006:                              |   | Lamoriello Entities |       |
|------------------------------------|--------|---------------------|------------|
|                               |   |                |       |
| Fair      value of assets acquired |   | $                   | 6,656,190  |   |
| Cash      paid                     |   |                | (3,354,190 | ) |
| Common      stock issued           |   |                | (1,500,000 | ) |
| Total      liabilities assumed     |   | $                   | 1,802,000  |   |

|                               |   | California      Investment  |       |   | Alaska      Pension |   |       | Alan      N. Kanter    |             |
|------------------------------------|--------|-----------------------------|------------|--------|---------------------|--------|------------|------------------------|------------------|
| 2008:                              |   | Annuity Sales               |       |   | Services, Ltd.      |   |       | & Associates, Inc. |             |
|                               |   |                        |       |   |                |   |       |                   |             |
| Fair      value of assets acquired |   | $                           | 2,949,929  |   |                | $      | 1,656,787  |                   |             | $ | 2,512,816 |   |
| Cash      paid                     |   |                        | (1,535,929 | )      |                |   | (865,969   | )                      |             |   | (1,915,226 | ) |
| Due      to sellers                |   |                        | -          |   |                |   | -          |                   |             |   | (93,625 | ) |
| Notes      issued                  |   |                        | (950,000   | )      |                |   | (220,000   | )                      |             |   | - |   |
| Accrued      acquisition costs     |   |                        | -          |   |                |   | (1,000     | )                      |             |   | - |   |
| Accrued      seller obligations    |   |                        | -          |   |                |   | (31,068    | )                      |             |   | - |   |
| Common      stock issued           |   |                        | -          |   |                |   | (220,000   | )                      |             |   | - |   |
| Total      liabilities assumed     |   | $                           | 464,000    |   |                | $      | 318,750    |                   |             | $ | 503,965 |   |
|                               |   |                        |       |   |                |   |       |                   |             |   |   |   |
|                               |   |  Retirement      & |       |   |                |   |       |                   |             |   |
|                               |   | Employee      Benefit       |       |   |                |   |       |                   | The      Pension |   |
| 2008:                              |   | Services Inc.               |       |   | REPTECH Corp.       |   |       | Group, Inc.            |             |
|                               |   |                        |       |   |                |   |       |                   |             |   |   |   |
| Fair      value of assets acquired |   | $                           | 178,257    |   |                | $      | 4,997,059  |                   |             | $ | 6,320,173 |   |
| Cash      paid                     |   |                        | (178,257   | )      |                |   | (2,029,460 | )                      |             |   | (3,569,696 | ) |
| Notes      issued                  |   |                        | -          |   |                |   | (922,656   | )                      |             |   | (617,500 | ) |
| Common      stock issued           |   |                        | -          |   |                |   | (715,104   | )                      |             |   | (467,500 | ) |
| Accrued      acquisition costs     |   |                        | -          |   |                |   | (17,453    | )                      |             |   | (77,182 | ) |
| Due      from Seller               |   |                        | -          |   |                |   | -          |                   |             |   | 40,359 |   |
| Total      liabilities assumed     |   | $                           | -          |   |                | $      | 1,312,386  |                   |             | $ | 1,628,654 |   |

----

----

----

|                                 |   | (Audited)         |       |   |     |   |    |     |   |     |         |   |   | (Unaudited)      |    |
|--------------------------------------|--------|-------------------|------------|--------|----------|--------|---------|----------|--------|----------|--------------|--------|--------|------------------|---------|
|                                 |   | Balances      at  |       |   | Add:     |   |    | Less:    |   |     | Add:         |   |   | Balances      at |    |
|                                 |   | December 31, 2008 |       |   | New Debt |   |    | Payments |   |     | Amortization |   |   | March 31, 2009   |    |
| Senior      Term Note                |   | $                 | 14,750,000 |   |     |   |    |     |   | (750,000 | )            |   |   |             |    | $ | 14,000,000 |   |
| Subordinated      Sr Note            |   |              | 12,404,150 |   |     |   | 153,274 |     |   |     |         |   |   |             |    |   |   | 12,557,424 |   |
| Seller      notes                    |   |              | 4,447,656  |   |     |   | 150,000 |     |   |     | (450,000     | )      |   |             |    |   |   | 4,147,656 |   |
| Capitalized      leases              |   |              | 93,393     |   |     |   |    |     |   |     | (7,386       | )      |   |             |    |   |   | 86,007 |   |
|                                 |   |              | 31,695,199 |   |     |   |    |     |   |     |         |   |   |             |    |   |   | 30,791,087 |   |
| Less:      unamortized debt discount |   |              | (2,423,569 | )      |     |   |    |     |   |     |         |   |   |             | 211,253 |   |   |   | (2,212,316 | ) |
|                                 |   |              | 29,271,630 |   |     |   |    |     |   |     |         |   |   |             |    |   |   |   | 28,578,771 |   |
| Less:      current portion           |   |              | (5,560,800 | )      |     |   |    |     |   |     |         |   |   |             |    |   |   |   | (5,984,746 | ) |
|                                 |   | $                 | 23,710,830 |   |     |   |    |     |   |     |         |   |   |             |    |   |   | $ | 22,594,025 |   |

----

----

----

|                                                     |   | Amended |      |   |   |   |
|----------------------------------------------------------|--------|---------|-----------|--------|--------|--------|
|                                                     |   | 2009    |      |   | 2008   |   |
|                                                     |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                     |   | Q1      |      |   | Q2     |   |   | Q3 |   |   | Q4 |   |   |   |   |
| Minimum      Adjusted EBITDA (1)                         |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Actual                                                   |   | $       | 8,798,069 |   |   | $      | - |   |   | $ | - |   |   | $ | - |   |   | $ | 7,935,070 | * |
| Covenant                                                 |   | $       | 8,400,000 |   |   | $      | 9,000,000 |   |   | $ | 9,050,000 |   |   | $ | 10,100,000 |   |   | $ | 8,000,000 |   |
|                                                     |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Maximum      Leverage Ratio (2)                          |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Actual                                                   |   |    | 3.11      |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 3.28 | * |
| Covenant                                                 |   |    | 3.25      |   |   |   | 3.25 |   |   |   | 3.25 |   |   |   | 2.75 |   |   |   | 3.00 |   |
|                                                     |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Minimum      Fixed Charge Coverage Ratio (3)             |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Actual                                                   |   |    | 1.12      |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 1.12 | * |
| Covenant                                                 |   |    | 1.05      |   |   |   | 1.00 |   |   |   | 1.00 |   |   |   | 1.20 |   |   |   | 1.25 |   |
|                                                     |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Minimum      Interest Coverage Ratio (4)                 |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Actual                                                   |   |    | 3.09      |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 2.82 |   |
| Covenant                                                 |   |    | 2.25      |   |   |   | 2.25 |   |   |   | 2.25 |   |   |   | 2.50 |   |   |   | 2.00 |   |
|                                                     |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Maximum      Ratio of Total Funded Debt to Net Worth (5) |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Actual                                                   |   |    | 1.45      |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 1.51 |   |
| Covenant                                                 |   |    | 2.00      |   |   |   | 2.00 |   |   |   | 2.00 |   |   |   | 2.00 |   |   |   | 2.50 |   |

----

|                                                                                      |   | Period      Ended |       |
|-------------------------------------------------------------------------------------------|--------|-------------------|------------|
|                                                                                      |   | March 31, 2009    |       |
| Minimum      Adjusted EBITDA for the trailing twelve months                               |   | $                 | 8,798,069  |   |
|                                                                                      |   |              |       |   |
| Depreciation      and amortization                                                        |   |              | (8,647,493 | ) |
|                                                                                      |   |              |       |   |
| Stock      based compensation                                                             |   |              | (579,103   | ) |
|                                                                                      |   |              |       |   |
| Change      in  fair value of Derivative financial    instruments               |   |              | 1,683,348  |   |
|                                                                                      |   |              |       |   |
| Contractually      specific charges to goodwill                                           |   |              | 235,040    |   |
|                                                                                      |   |              |       |   |
| Interest      expense                                                                     |   |              | (2,845,650 | ) |
|                                                                                      |   |              |       |   |
| Income      tax expenses                                                                  |   |              | (151,725   | ) |
|                                                                                      |   |              |       |   |
| Deferred      income tax benefit                                                          |   |              | 2,279,081  |   |
|                                                                                      |   |              |       |   |
| Preferred      Stock Dividends                                                            |   |              | (1,976,900 | ) |
|                                                                                      |   |              |       |   |
| Second,      third and fourth quarter 2008 net loss available to common      stockholders |   |              | 442,479    |   |
|                                                                                      |   |              |       |   |
| Net      loss available to common stockholders                                            |   | $                 | (762,854   | ) |
|                                                                                      |   |              |       |   |

----

----

|                              |   |           |      |   |       |   |   | Weighted   |   |   |       |   |
|-----------------------------------|--------|----------------|-----------|--------|------------|--------|--------|------------|--------|--------|------------|--------|
|                              |   |           |      |   |       |   |   | Average    |   |   |       |   |
|                              |   | Number      of |      |   |       |   |   | Remaining  |   |   | Aggregate  |   |
|                              |   | Shares         |      |   | Weighted   |   |   | Term       |   |   | Instrinsic |   |
|                              |   | Outstanding    |      |   | Avg. Price |   |   | (in years) |   |   | Value      |   |
|                              |   |           |      |   |       |   |   |       |   |   |       |   |
| Outstanding,      January 1, 2008 |   |           | 4,044,963 |   |       | $      | 0.83   |       |   |   | 3.91       |   |   | $ | 222,800 |   |
| Granted                           |   |           | 445,000   |   |       | $      | 0.56   |       |   |   |       |   |   |   |   |   |
| Exercised                         |   |           | -         |   |       | $      | -      |       |   |   |       |   |   |   |   |   |
| Expired                           |   |           | (1,500    | )      |       | $      | 1.17   |       |   |   |       |   |   |   |   |   |
| Outstanding,      January 1, 2009 |   |           | 4,488,463 |   |       | $      | 0.80   |       |   |   | 3.07       |   |   | $ | - |   |
| Granted                           |   |           | 550,000   |   |       | $      | 0.20   |       |   |   |       |   |   |   |   |   |
| Exercised                         |   |           | -         |   |       | $      | -      |       |   |   |       |   |   |   |   |   |
| Expired                           |   |           | (650,000  | )      |       | $      | 0.96   |       |   |   |       |   |   |   |   |   |
| Outstanding,      March 31, 2009  |   |           | 4,388,463 |   |       | $      | 0.70   |       |   |   | 3.59       |   |   | $ | 27,500 |   |
|                              |   |           |      |   |       |   |   |       |   |   |       |   |   |   |   |   |
| Exercisable,      March 31, 2009  |   |           | 3,193,046 |   |       | $      | 0.79   |       |   |   | 2.80       |   |   | $ | 5,000 |   |

|                      |   | March 31, 2009 |       |   | March 31, 2008 |   |
|---------------------------|--------|----------------|------------|--------|----------------|--------|
|                      |   |           |       |   |           |   |
| Options      and warrants |   |           | 27,060,519 |   |           |   | 26,742,019 |   |
| Preferred      stock      |   |           | 32,960,008 |   |           |   | 32,960,008 |   |
| Convertible      notes    |   |           | -          |   |           |   | 1,088,710 |   |
|                      |   |           | 60,020,527 |   |           |   | 60,790,737 |   |

Note 9. IncomeTaxes

----

| ·   | Level      1 – inputs to the valuation methodology are quoted prices (unadjusted) for      identical assets or liabilities in active  markets. |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Level      2 – inputs to the valuation methodology include quoted prices for similar      assets and liabilities in active markets, and inputs that are observable      for the asset or liability, either directly or indirectly, for      substantially the full term of the financial  instrument. |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Level      3 – inputs to the valuation methodology are unobservable and are      significant to the fair valuemeasurement. |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------|

|                                  |   | Fair Value at Reporting Date      Using |      |
|---------------------------------------|--------|-----------------------------------------|-----------|
|                                  |   |                                    |      |   |   |   |   |   |   |   |   |   |
|                                  |   |                                    |      |   | Quoted      Price in |   |   |   |   |   |   |   |
|                                  |   |                                    |      |   | Active      Markets |   |   | Significant      Other |   |   | Significant |   |
|                                  |   |                                    |      |   | for      Indentical |   |   | Observable |   |   | Unobservable |   |
|                                  |   |                                    |      |   | Assets |   |   | Inputs |   |   | Inputs |   |
| Description                           |   | March 31, 2009                          |      |   | (Level 1) |   |   | (Level 2) |   |   | (Level 3) |   |
|                                  |   |                                    |      |   |   |   |   |   |   |   |   |   |
| Derivative      financial instruments |   | $                                       | 2,316,393 |   |   | $ | - |   |   | $ | - |   |   | $ | 2,316,393 |   |

|                                                                                                                                                                                                                                   |   | Fair      Value        |      |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------|-----------|
|                                                                                                                                                                                                                                   |   | Measurments            |      |
|                                                                                                                                                                                                                                   |   | Using      Significant |      |
|                                                                                                                                                                                                                                   |   | Unobservable           |      |
|                                                                                                                                                                                                                                   |   | Inputs                 |      |
|                                                                                                                                                                                                                                   |   | (Level 3)              |      |
|                                                                                                                                                                                                                                   |   |                   |      |
| Beginning      balance - January 1, 2009                                                                                                                                                                                               |   | $                      | 2,510,864 |   |
| Total      (gains) losses (realized/unrealized)                                                                                                                                                                                        |   |                   |      |   |
| Included      in earnings (or changes in net liabilities)                                                                                                                                                                              |   |                   | (194,471  | ) |
|                                                                                                                                                                                                                                   |   |                   |      |   |
| Ending      balance - March 31, 2009                                                                                                                                                                                                   |   | $                      | 2,316,393 |   |
|                                                                                                                                                                                                                                   |   |                   |      |   |
| 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 |   | $                      | (194,471  | ) |

----

----

----

----

| 2008:                             |   | California      Investment |      |   | Alaska      Pension |   |      | Alan      N. Kanter    |   |
|-----------------------------------|--------|----------------------------|-----------|--------|---------------------|--------|-----------|------------------------|--------|
|                              |   | Annuity Sales              |      |   | Services, Ltd.      |   |      | & Associates, Inc. |   |
| Assets      acquired:             |   |                       |      |   |                |   |      |                   |   |
| Property      and equipment       |   | $                          | -         |   |                | $      | 23,616    |                   |   | $ | 13,006 |   |
| Accounts      receivable          |   |                       | -         |   |                |   | 198,634   |                   |   |   | 113,769 |   |
| Customer      lists/relationships |   |                       | 880,000   |   |                |   | 440,000   |                   |   |   | 710,000 |   |
| Covenant      not to compete      |   |                       | 550,000   |   |                |   | 300,000   |                   |   |   | 497,185 |   |
| Trade      name                   |   |                       | -         |   |                |   | 70,000    |                   |   |   | 110,000 |   |
| Employment      contracts         |   |                       | 280,000   |   |                |   | 125,000   |                   |   |   | 270,000 |   |
| Plan      life documents          |   |                       | -         |   |                |   | -         |                   |   |   | 25,403 |   |
| Goodwill                          |   |                       | 1,239,929 |   |                |   | 455,703   |                   |   |   | 747,077 |   |
| Other      assets                 |   |                       | -         |   |                |   | 43,834    |                   |   |   | 26,376 |   |
|                              |   |                       | 2,949,929 |   |                |   | 1,656,787 |                   |   |   | 2,512,816 |   |
|                              |   |                       |      |   |                |   |      |                   |   |   |   |   |
| Liabilities      assumed:         |   |                       |      |   |                |   |      |                   |   |   |   |   |
| Deferred      tax liability       |   |                       | 464,000   |   |                |   | 254,000   |                   |   |   | 446,161 |   |
| Other      liabilities            |   |                       | -         |   |                |   | 64,750    |                   |   |   | 57,804 |   |
|                              |   |                       |      |   |                |   |      |                   |   |   |   |   |
| Net      purchase price           |   | $                          | 2,485,929 |   |                | $      | 1,338,037 |                   |   | $ | 2,008,851 |   |

| 2008:                             |   | Retirement      &      Employee      Benefit |    |   |          |   |      | The      Pension |   |
|-----------------------------------|--------|--------------------------------------------------|---------|--------|---------------|--------|-----------|------------------|--------|
|                              |   | Services Inc.                                    |    |   | REPTECH Corp. |   |      | Group, Inc.      |   |
| Assets      acquired:             |   |                                             |    |   |          |   |      |             |   |
| Property      and equipment       |   | $                                                | -       |   |          | $      | 17,907    |             |   | $ | 79,878 |   |
| Accounts      receivable          |   |                                             | 24,943  |   |          |   | 137,243   |             |   |   | 115,835 |   |
| Customer      lists/relationships |   |                                             | 98,559  |   |          |   | 2,170,000 |             |   |   | 2,320,000 |   |
| Covenant      not to compete      |   |                                             | 54,755  |   |          |   | 720,000   |             |   |   | 1,040,000 |   |
| Trade      name                   |   |                                             | -       |   |          |   | 540,000   |             |   |   | 750,000 |   |
| Goodwill                          |   |                                             | -       |   |          |   | 1,382,310 |             |   |   | 1,989,125 |   |
| Other      assets                 |   |                                             | -       |   |          |   | 29,599    |             |   |   | 25,335 |   |
|                              |   |                                             | 178,257 |   |          |   | 4,997,059 |             |   |   | 6,320,173 |   |
|                              |   |                                             |    |   |          |   |      |             |   |   |   |   |
| Liabilities      assumed:         |   |                                             |    |   |          |   |      |             |   |   |   |   |
| Deferred      tax liability       |   |                                             | -       |   |          |   | 1,084,000 |             |   |   | 1,228,000 |   |
| Unearned      revenue             |   |                                             | -       |   |          |   | 156,981   |             |   |   | 328,992 |   |
| Other      liabilities            |   |                                             | -       |   |          |   | 71,405    |             |   |   | 71,662 |   |
|                              |   |                                             |    |   |          |   |      |             |   |   |   |   |
| Net      purchase price           |   | $                                                | 178,257 |   |          | $      | 3,684,673 |             |   | $ | 4,691,519 |   |

|                                                        |   | (Unaudited)             |       |   | (Unaudited)             |   |
|-------------------------------------------------------------|--------|-------------------------|------------|--------|-------------------------|--------|
|                                                        |   | Three      Months Ended |       |   | Three      Months Ended |   |
|                                                        |   | March 31, 2009          |       |   | March 31, 2008          |   |
|                                                        |   |                    |       |   |                    |   |
| Revenues                                                    |   | $                       | 12,643,246 |   |                    | $      | 10,654,978 |   |
|                                                        |   |                    |       |   |                    |   |   |   |
| Net      income (loss) available to common stockholders     |   | $                       | (762,854   | )      |                    | $      | (1,951,955 | ) |
|                                                        |   |                    |       |   |                    |   |   |   |
| Net      Income (loss) per common stock - basic and diluted |   | $                       | (0.02      | )      |                    | $      | (0.05 | ) |

----

|  | ·  | Annual      salary of $309,000; |
|--|--------------|---------------------------------|

|  | ·  | For      each year under the term of the employment agreement, Mr. Davis is      eligible to receive a bonus equal to 50% of his annual salary based upon      the achievement of performance targets and objectives as established by      the Company’s Board ofDirectors. |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·  | Option      grant to purchase 600,000 shares of common stock of the Company at $0.20      per share of which 300,000 shares vested on April 14, 2009, 150,000 shares      will vest on December 31, 2009 and 150,000 shares will vest on December      31, 2010. |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·  | And      a home office and car allowance of $1,000 per  month. |
|--|--------------|----------------------------------------------------------------|

|  | ·  | Continuation      of health, life and disabilityinsurance. |
|--|--------------|------------------------------------------------------------|

|  | ·  | Annual      salary of $200,000; |
|--|--------------|---------------------------------|

|  | ·  | For      each year under the term of the employment agreement, Mr. Larkin is      eligible to receive a bonus equal to 35% of his annual salary based upon      the achievement of performance targets and objectives as established by      the Company’s Board ofDirectors. |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·  | Option      grant to purchase 250,000 shares of common stock of the Company at $0.20      per share of which 150,000 shares vested on April 15, 2009, 50,000 shares      will vest on December 31, 2009 and 50,000 shares will vest on December 31,      2010. |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·  | Continuation      of health, life and disabilityinsurance. |
|--|--------------|------------------------------------------------------------|

Mr. Larkin has temporarily foregone receiving thesalary increase to be consistent with policies and procedures implementedthroughout the Company.

----

----

|                                                                |   | (Unaudited)             |       |   |      |   |   | (Unaudited)             |   |   |       |   |   |              |   |   |              |   |
|---------------------------------------------------------------------|--------|-------------------------|------------|--------|-----------|--------|--------|-------------------------|--------|--------|------------|--------|--------|-------------------|--------|--------|-------------------|--------|
|                                                                |   | Three      Months Ended |       |   | %      of |   |   | Three      Months Ended |   |   | %      of  |   |   | $ Change     |   |   | % Change     |   |
|                                                                |   | March      31, 2009     |       |   | Revenues  |   |   | March      31, 2008     |   |   | Revenues   |   |   | 2009      to 2008 |   |   | 2009      to 2008 |   |
|                                                                |   |                    |       |   |      |   |   |                    |   |   |       |   |   |              |   |   |              |   |
| Revenues                                                            |   | $                       | 12,643,246 |   |      |   | 100.0  | %                       |   | $      | 8,940,459  |   |   |              | 100.0  | %      |              | $      | 3,702,787 |   |   |   | 41.4 | % |
|                                                                |   |                    |       |   |      |   |   |                    |   |   |       |   |   |              |   |   |              |   |   |   |   |   |   |   |
| Operating      expenses:                                            |   |                    |       |   |      |   |   |                    |   |   |       |   |   |              |   |   |              |   |   |   |   |   |   |   |
| Selling,      general and administrative expenses                   |   |                    | 10,651,384 |   |      |   | 84.2   | %                       |   |   | 7,957,291  |   |   |              | 89.0   | %      |              |   | 2,694,093 |   |   |   | 33.9 | % |
| Depreciation      and amortization                                  |   |                    | 1,926,048  |   |      |   | 15.2   | %                       |   |   | 1,463,080  |   |   |              | 16.4   | %      |              |   | 462,968 |   |   |   | 31.6 | % |
| Stock-based      compensation                                       |   |                    | 87,528     |   |      |   | 0.8    | %                       |   |   | 511,023    |   |   |              | 5.7    | %      |              |   | (423,495 | ) |   |   | -82.9 | % |
|                                                                |   |                    |       |   |      |   |   |                    |   |   |       |   |   |              |   |   |              |   |   |   |   |   |   |   |
| Total      operating expenses                                       |   |                    | 12,664,960 |   |      |   | 100.2  | %                       |   |   | 9,931,394  |   |   |              | 111.1  | %      |              |   | 2,733,566 |   |   |   | 27.5 | % |
|                                                                |   |                    |       |   |      |   |   |                    |   |   |       |   |   |              |   |   |              |   |   |   |   |   |   |   |
| Net      operating income (loss)                                    |   |                    | (21,714    | )      |      |   | -0.2   | %                       |   |   | (990,935   | )      |   |              | -11.1  | %      |              |   | 969,221 |   |   |   | -97.8 | % |
|                                                                |   |                    |       |   |      |   |   |                    |   |   |       |   |   |              |   |   |              |   |   |   |   |   |   |   |
| Other      income (expenses):                                       |   |                    |       |   |      |   |   |                    |   |   |       |   |   |              |   |   |              |   |   |   |   |   |   |   |
| Change      in fair value of derivative financial instruments       |   |                    | 194,471    |   |      |   | 1.5    | %                       |   |   | 376,157    |   |   |              | 4.2    | %      |              |   | (181,686 | ) |   |   | -48.3 | % |
| Interest      expense                                               |   |                    | (1,039,444 | )      |      |   | -8.2   | %                       |   |   | (940,010   | )      |   |              | -10.5  | %      |              |   | (99,434 | ) |   |   | 10.6 | % |
| Interest,      dividend and rental income                           |   |                    | 8,807      |   |      |   | 0.1    | %                       |   |   | 13,346     |   |   |              | 0.1    | %      |              |   | (4,539 | ) |   |   | -34.0 | % |
|                                                                |   |                    |       |   |      |   |   |                    |   |   |       |   |   |              |   |   |              |   |   |   |   |   |   |   |
| Total      other expense, net                                       |   |                    | (836,166   | )      |      |   | -6.6   | %                       |   |   | (550,507   | )      |   |              | -6.2   | %      |              |   | (285,659 | ) |   |   | 51.9 | % |
|                                                                |   |                    |       |   |      |   |   |                    |   |   |       |   |   |              |   |   |              |   |   |   |   |   |   |   |
| Net      income (loss) before deferred income tax benefit           |   |                    | (857,880   | )      |      |   | -6.8   | %                       |   |   | (1,541,442 | )      |   |              | -17.3  | %      |              |   | 683,562 |   |   |   | -44.3 | % |
|                                                                |   |                    |       |   |      |   |   |                    |   |   |       |   |   |              |   |   |              |   |   |   |   |   |   |   |
| Income      tax benefit (expense)                                   |   |                    | 589,426    |   |      |   | 4.7    | %                       |   |   | 371,397    |   |   |              | 4.2    | %      |              |   | 218,029 |   |   |   | 58.7 | % |
|                                                                |   |                    |       |   |      |   |   |                    |   |   |       |   |   |              |   |   |              |   |   |   |   |   |   |   |
| Net      income (loss) before preferred stock dividends             |   |                    | (268,454   | )      |      |   | -2.1   | %                       |   |   | (1,170,045 | )      |   |              | -13.1  | %      |              | $      | 901,591 |   |   |   | -77.1 | % |
|                                                                |   |                    |       |   |      |   |   |                    |   |   |       |   |   |              |   |   |              |   |   |   |   |   |   |   |
| Less:      preferred stock dividends                                |   |                    | (494,400   | )      |      |   |   |                    |   |   | (497,400   | )      |   |              |   |   |              |   |   |   |   |   |   |   |
|                                                                |   |                    |       |   |      |   |   |                    |   |   |       |   |   |              |   |   |              |   |   |   |   |   |   |   |
| Net      income (loss) available to common stockholders             |   | $                       | (762,854   | )      |      |   |   |                    |   | $      | (1,667,445 | )      |   |              |   |   |              |   |   |   |   |   |   |   |
|                                                                |   |                    |       |   |      |   |   |                    |   |   |       |   |   |              |   |   |              |   |   |   |   |   |   |   |
| Net      income (loss) per common share - basic and diluted         |   | $                       | (0.02      | )      |      |   |   |                    |   | $      | (0.05      | )      |   |              |   |   |              |   |   |   |   |   |   |   |
|                                                                |   |                    |       |   |      |   |   |                    |   |   |       |   |   |              |   |   |              |   |   |   |   |   |   |   |
| Weighted      average common shares outstanding - basic and diluted |   |                    | 39,557,000 |   |      |   |   |                    |   |   | 36,280,000 |   |   |              |   |   |              |   |   |   |   |   |   |   |

Operating Income

----

|                                                          |   | (Unaudited)    |        |   | (Audited)         |   |
|---------------------------------------------------------------|--------|----------------|-------------|--------|-------------------|--------|
|                                                          |   | March 31, 2009 |        |   | December 31, 2008 |   |
|                                                          |   |           |        |   |              |   |
| Cash      (includes restricted cash of $341,569 and $411,299) |   | $              | 683,920     |   |              | $      | 531,446 |   |
|                                                          |   |           |        |   |              |   |   |   |
| Working      Capital (deficit)                                |   | $              | (11,590,095 | )      |              | $      | (11,195,773 | ) |
|                                                          |   |           |        |   |              |   |   |   |
| Stockholders'      Equity                                     |   | $              | 13,666,948  |   |              | $      | 14,342,274 |   |

----

|                                                     |   | (Unaudited)             |       |   | (Unaudited)             |   |
|----------------------------------------------------------|--------|-------------------------|------------|--------|-------------------------|--------|
|                                                     |   | Three      Months Ended |       |   | Three      Months Ended |   |
|                                                     |   | March 31, 2009          |       |   | March 31, 2008          |   |
| Net      cash provided by (used in) operating activities |   | $                       | 1,782,431  |   |                    | $      | 1,193,843 |   |
|                                                     |   |                    |       |   |                    |   |   |   |
| Cash      flows from investing activities:               |   |                    |       |   |                    |   |   |   |
| Purchases      of property and equipment                 |   |                    | (142,389   | )      |                    |   | (72,441 | ) |
| Acquisition      of Alaska Pension Services              |   |                    | (1,476     | )      |                    |   | - |   |
| Acquisition      of Lamoriello Entities                  |   |                    | (50,810    | )      |                    |   | - |   |
| Acquisition      of Alan N. Kanter & Associates      |   |                    | (28,313    | )      |                    |   | - |   |
| Acquisition      of REPTECH Corp.                        |   |                    | (183,322   | )      |                    |   | - |   |
| Acquisition      of The Pension Group, Inc.              |   |                    | (1,288,269 | )      |                    |   | - |   |
| Net      cash provided by (used in) investing activities |   |                    | (1,694,579 | )      |                    |   | (72,441 | ) |
|                                                     |   |                    |       |   |                    |   |   |   |
| Cash      flows from financing activities:               |   |                    |       |   |                    |   |   |   |
| Proceeds      from short-term debt                       |   |                    | 1,272,008  |   |                    |   | - |   |
| Payments      on long-term debt and notes                |   |                    | (1,207,386 | )      |                    |   | (460,636 | ) |
| Payment      of deferred financing costs                 |   |                    | -          |   |                    |   | (4,340 | ) |
| Net      cash provided by (used in) financing activities |   |                    | 64,622     |   |                    |   | (464,976 | ) |
|                                                     |   |                    |       |   |                    |   |   |   |
| Net      increase (decrease) in cash                     |   |                    | 152,474    |   |                    |   | 656,426 |   |
|                                                     |   |                    |       |   |                    |   |   |   |
| Cash,      beginning of period                           |   |                    | 531,446    |   |                    |   | 3,254,759 |   |
|                                                     |   |                    |       |   |                    |   |   |   |
| Cash,      end of period                                 |   | $                       | 683,920    |   |                    | $      | 3,911,185 |   |

----

----

----

|                                                     |   | Amended |      |   |   |   |
|----------------------------------------------------------|--------|---------|-----------|--------|--------|--------|
|                                                     |   | 2009    |      |   | 2008   |   |
|                                                     |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                     |   | Q1      |      |   | Q2     |   |   | Q3 |   |   | Q4 |   |   |   |   |
| Minimum      Adjusted EBITDA (1)                         |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Actual                                                   |   | $       | 8,798,069 |   |   | $      | - |   |   | $ | - |   |   | $ | - |   |   | $ | 7,935,070 | * |
| Covenant                                                 |   | $       | 8,400,000 |   |   | $      | 9,000,000 |   |   | $ | 9,050,000 |   |   | $ | 10,100,000 |   |   | $ | 8,000,000 |   |
|                                                     |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Maximum      Leverage Ratio (2)                          |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Actual                                                   |   |    | 3.11      |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 3.28 | * |
| Covenant                                                 |   |    | 3.25      |   |   |   | 3.25 |   |   |   | 3.25 |   |   |   | 2.75 |   |   |   | 3.00 |   |
|                                                     |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Minimum      Fixed Charge Coverage Ratio (3)             |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Actual                                                   |   |    | 1.12      |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 1.12 | * |
| Covenant                                                 |   |    | 1.05      |   |   |   | 1.00 |   |   |   | 1.00 |   |   |   | 1.20 |   |   |   | 1.25 |   |
|                                                     |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Minimum      Interest Coverage Ratio (4)                 |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Actual                                                   |   |    | 3.09      |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 2.82 |   |
| Covenant                                                 |   |    | 2.25      |   |   |   | 2.25 |   |   |   | 2.25 |   |   |   | 2.50 |   |   |   | 2.00 |   |
|                                                     |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Maximum      Ratio of Total Funded Debt to Net Worth (5) |   |    |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Actual                                                   |   |    | 1.45      |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 1.51 |   |
| Covenant                                                 |   |    | 2.00      |   |   |   | 2.00 |   |   |   | 2.00 |   |   |   | 2.00 |   |   |   | 2.50 |   |

----

|                                    |   | (Unaudited)            |       |   |             |   |       |      |   |   |       |   |
|-----------------------------------------|--------|------------------------|------------|--------|------------------|--------|------------|-----------|--------|--------|------------|--------|
|                                    |   | March      31, 2009    |       |   |             |   |       |      |   |   |       |   |
|                                    |   | Payments due by period |       |
|                                    |   | Total                  |       |   | Less than 1 year |   |       | 1-3 years |   |   | 3-5 years  |   |
|                                    |   |                   |       |   |             |   |       |      |   |   |       |   |
| Operating      Lease Obligations        |   | $                      | 5,788,628  |   |             | $      | 2,222,413  |      |   | $      | 3,028,553  |   |   | $ | 537,662 |   |
|                                    |   |                   |       |   |             |   |       |      |   |   |       |   |   |   |   |   |
| Employment      Contracts               |   | $                      | 2,255,773  |   |             | $      | 1,571,014  |      |   | $      | 684,759    |   |   | $ | - |   |
|                                    |   |                   |       |   |             |   |       |      |   |   |       |   |   |   |   |   |
| Revolving      Line of Credit           |   | $                      | 1,600,000  |   |             | $      | 1,600,000  |      |   | $      | -          |   |   | $ | - |   |
|                                    |   |                   |       |   |             |   |       |      |   |   |       |   |   |   |   |   |
| Short      and Long Term Debt           |   | $                      | 30,791,087 |   |             | $      | 5,984,746  |      |   | $      | 24,791,543 |   |   | $ | 14,798 |   |
|                                    |   |                   |       |   |             |   |       |      |   |   |       |   |   |   |   |   |
| Total      Contractual Cash Obligations |   | $                      | 40,435,488 |   |             | $      | 11,378,173 |      |   | $      | 28,504,855 |   |   | $ | 552,460 |   |

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

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

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

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

|  | · | Third      party administration – The Company earns fees for the development and      implementation of corporate and executive benefit programs, as well as      fees for the duration that these programs are  administered. |
|--|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | Financial      planning and investment advisory fees and securities commissions – The      Company receives commissions related to the sale of securities and certain      investment-related insurance products as well as fees for offering      financial advice through financial intermediaries and related services.      These fees are based on a percentage of assets under management and are      generally paid quarterly. The Company also charges fees for evaluations of      the performance ofportfolios. |
|--|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | Insurance      commissions - Insurance and annuity commissions paid by insurance      companies are paid to the Company for policies sold based on a percentage      of the premium that the insurance company charges to the policyholder.      First-year commissions are calculated as a percentage of the first twelve      months premium on the policy and earned in the year that the policy is      originated. In many cases, the Company receives renewal commissions for      periods following the first year, if the policy remains in      force. |
|--|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

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

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

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

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

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

|  | · | Contingent commissions are      recorded as revenue when earned and determinable and collection is      reasonably assured. |
|--|--------|-----------------------------------------------------------------------------------------------------------------------------|

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

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

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

----

----

ITEM 4. Controls and Procedures

----

PART II. OTHER INFORMATION

ITEM1.   LegalProceedings

|  | ·  | Annual      salary of $309,000; |
|--|--------------|---------------------------------|

|  | ·  | For      each year under the term of the employment agreement, Mr. Davis is      eligible to receive a bonus equal to 50% of his annual salary based upon      the achievement of performance targets and objectives as established by      the Company’s Board ofDirectors. |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·  | Option      grant to purchase 600,000 shares of common stock of the Company at $0.20      per share of which 300,000 shares vested on April 14, 2009, 150,000 shares      will vest on December 31, 2009 and 150,000 shares will vest on December      31, 2010. |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·  | And      a home office and car allowance of $1,000 per  month. |
|--|--------------|----------------------------------------------------------------|

|  | ·  | Continuation      of health, life and disabilityinsurance. |
|--|--------------|------------------------------------------------------------|

----

|  | ·  | Annual      salary of $200,000; |
|--|--------------|---------------------------------|

|  | ·  | For      each year under the term of the employment agreement, Mr. Larkin is      eligible to receive a bonus equal to 35% of his annual salary based upon      the achievement of performance targets and objectives as established by      the Company’s Board ofDirectors. |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·  | Option      grant to purchase 250,000 shares of common stock of the Company at $0.20      per share of which 150,000 shares vested on April 15, 2009, 50,000 shares      will vest on December 31, 2009 and 50,000 shares will vest on December 31,      2010. |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·  | Continuation      of health, life and disabilityinsurance. |
|--|--------------|------------------------------------------------------------|

----

  

| ExhibitNumber |   | 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. (FileNo.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))                                                                                                                   |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.57   |   | Amendment      No., 4 to Revolving Line of Credit and Term Loan Agreement by and between      Citizens RBS, National Association, and National Investment Managers      Inc.                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.58   |   | Amendment      No. 4 to Intercreditor and Subordination Agreement by and between RBS      Citizens, National Association, and National Investment Managers      Inc.                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.59   |   | Letter      Agreement entered into by and between National Investment Managers Inc.,      Woodside Capital Partners V, LLC, Woodside Capital Partners V QP, LLC,      Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC      and Woodside Agency Services LLC. (Incorporated by reference to Form 8-K      filed with the Securities and Exchange Commission on November 7, 2008.      (File No. 000-51252))                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.60   |   | Letter      Agreement entered into by and between National Investment Managers Inc.,      Woodside Capital Partners V, LLC, Woodside Capital Partners V QP, LLC,      Woodside Capital Partners IV, LLC and Woodside Capital Partners IV QP, LLC      (Incorporated by reference to Form 8-K filed with the Securities and      Exchange Commission on November 7, 2008. (File No.    000-51252))                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.61   |   | Stock      Transfer Agreement dated November 3, 2008 among IBF Fund Liquidating LLC,      National Investment Managers Inc., DCI Master LDC and Duncan Capital Group      LLC. (Incorporated by reference to Form 8-K filed with the Securities and      Exchange Commission on November 7, 2008 (File No.    000-51252))                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.62   |   | Amendment      No. 1 and Allonge to Revolving Line of Credit Note by and between Citizens      RBS, National Association, and National Investment Managers      Inc.                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.63   |   | Amendment      No. 3 and Allonge to Term Promissory Note by and between Citizens RBS,      National Association, and National Investment Managers  Inc.                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.64   |   | Amendment      No. 7 to Revolving Line of Credit and Term Loan Agreement by and between      Citizens RBS, National Association, and National Investment Managers      Inc.                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.65   |   | Amendment      No. 7 to Intercreditor and Subordination Agreement by and between RBS      Citizens, National Association, Woodside Capital Partners IV, LLC,      Woodside Capital Partners IV QP, LLC, Woodside Capital Partners V, LLC as      assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial      Bank), Woodside Capital Partners V QP, LLC as assignee of Woodlands      Commercial Bank (f/k/a Lehman Brothers Commercial Bank), and Woodside      Agency Services, LLC, as collateral agent and National Investment Managers      Inc. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.66   |   | Securities      Purchase and Loan Agreement by and between National Investment Managers      Inc. and Woodside Capital Partners IV, LLC, Woodside Capital Partners IV      QP, LLC, Woodside Capital Partners V, LLC as assignee of Woodlands      Commercial Bank (f/k/a Lehman Brothers Commercial Bank), Woodside Capital      Partners V QP, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman      Brothers Commercial Bank), and Woodside Agency Services, LLC, as      collateral agent.                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 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  |   | 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. (File      No. 000-51252))                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.85  |   | Settlement      Agreement and Release by and between Renee J. Conner, William E. Renninger      and National Investment Managers Inc. dated May 15, 2008. (Incorporated by      reference to the Form 10Q Quarterly Report filed with the Securities and      Exchange Commission on May 15, 2008. (File No.  000-51252))                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.86  |   | Promissory      Note issued by National Investment Managers, Inc. to Renee J. Conner and      William E. Renninger due April 30, 2009. (Incorporated by reference to the      Form 10Q Quarterly Report filed with the Securities and Exchange      Commission on May 15, 2008. (File No. 000-51252))                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.87  |   | Promissory      Note issued by National Investment Managers, Inc. to Renee J. Conner and      William E. Renninger due October 31, 2009. (Incorporated by reference to      the Form 10Q Quarterly Report filed with the Securities and Exchange      Commission on May 15, 2008. (File No. 000-51252))                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.88  |   | Addendum      to the Employment Agreement by and between National Investment Managers      Inc. and John M. Davis. (Incorporated by reference to the Form 10Q      Quarterly Report filed with the Securities and Exchange Commission on      August 14, 2008. (File No. 000-51252))                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.89  |   | Agreement      by and between National Investment Managers Inc. and Richard      Berman.                                                                                                                                                                                                                                                                                                                                            |

----

| 10.90  |   | Stock      Purchase Agreement by and among National Investment Managers, Pension      Technical Services, Inc., Ralph W. Shaw and Eileen A. Baldwin-Shaw      (Incorporated by reference to Form 8-K filed with the Securities and      Exchange Commission on October 6, 2008. (File No.    000-51252))                                                                                                                                                                                                                                                                              |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.91  |   | Promissory      Note issued to Ralph W. Shaw and Eileen A. Baldwin-Shaw due December 2009.      (Incorporated by reference to Form 8-K filed with the Securities and      Exchange Commission on October 6, 2008. (File No.    000-51252))                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.92  |   | Promissory      Note issued to Ralph W. Shaw and Eileen A. Baldwin-Shaw due December 2010.      (Incorporated by reference to Form 8-K filed with the Securities and      Exchange Commission on October 6, 2008. (File No.    000-51252))                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.93  |   | Employment      Agreement entered by and between Pension Technical Services, Inc. and      Ralph W. Shaw. (Incorporated by reference to Form 8-K filed with the      Securities and Exchange Commission on October 6, 2008. (File No.      000-51252))                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.94  |   | Employment      Agreement entered by and between Pension Technical Services, Inc. and      Eileen A. Baldwin-Shaw. (Incorporated by reference to Form 8-K filed with      the Securities and Exchange Commission on October 6, 2008. (File No.      000-51252))                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.95  |   | Stock      Purchase Agreement by and among National Investment Managers, Peter R.      Stephan, individually and as Trustee of The Stephan Family Trust Dated      August 2, 1993, James R. Norman, Jr., individually and as Trustee of The      Norman Living Trust Dated December 7, 2005, Rise Spiegel, individually and      as Trustee of The Rise Norris Spiegel Trust Dated November 16, 2005 and      the Pension Group, Inc. (Incorporated by reference to Form 8-K/A filed      with the Securities and Exchange Commission on December 3, 2008. (File No.      000-51252)) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.96  |   | Promissory      Note issued to Peter R. Stephan, James R. Norman, Jr. and Rise Spiegel due      January 2010. (Incorporated by reference to Forms 8-K and 8-K/A filed with      the Securities and Exchange Commission on December 1, 2008 and December 3,      2008, respectively. (File No. 000-51252))                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.97  |   | Promissory      Note issued to Peter R. Stephan, James R. Norman, Jr. and Rise Spiegel due      January 2011. (Incorporated by reference to Forms 8-K and 8-K/A filed with      the Securities and Exchange Commission on December 1, 2008 and December 3,      2008, respectively. (File No. 000-51252))                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.98  |   | Employment      Agreement entered by and between The Pension Group, Inc. and Peter R.      Stephan. (Incorporated by reference to Forms 8-K and 8-K/A filed with the      Securities and Exchange Commission on December 1, 2008 and December 3,      2008, respectively. (File No. 000-51252))                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.99  |   | Employment      Agreement entered by and between The Pension Group, Inc. and James R.      Norman, Jr. (Incorporated by reference to Forms 8-K and 8-K/A filed with      the Securities and Exchange Commission on December 1, 2008 and December 3,      2008, respectively. (File No. 000-51252))                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.100 |   | Employment      Agreement entered by and between The Pension Group, Inc. and Rise Spiegel.      (Incorporated by reference to Forms 8-K and 8-K/A filed with the      Securities and Exchange Commission on December 1, 2008 and December 3,      2008, respectively. (File No. 000-51252))                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.101 |   | Promissory      Note issued by National Investment Managers, Inc. to Renee J. Conner and      William E. Renninger due March 1, 2010. (Incorporated      by reference to the Form 10K Annual Report filed with the Securities and      Exchange Commission on March 31, 2009. (File No.    000-51252))                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.102 |   | Promissory      Note issued by National Investment Managers, Inc. to Renee J. Conner and      William E. Renninger due March 1, 2010. (Incorporated      by reference to the Form 10K Annual Report filed with the Securities and      Exchange Commission on March 31, 2009. (File No.    000-51252))                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.103 |   | Promissory      Note issued by National Investment Managers, Inc. to Michael E. Callahan      due December 1, 2009.  (Incorporated by reference to the Form      10K Annual Report filed with the Securities and Exchange Commission on      March 31, 2009. (File No. 000-51252))                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.104 |   | Promissory      Note issued by National Investment Managers, Inc. to Richard Kaplan due      June 15, 2010.  (Incorporated by reference to the Form 10K      Annual Report filed with the Securities and Exchange Commission on March      31, 2009. (File No. 000-51252))                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.105 |   | Promissory      Note issued by National Investment Managers, Inc. to Anthony Delfino due      June 15, 2010.  (Incorporated by reference to the Form 10K      Annual Report filed with the Securities and Exchange Commission on March      31, 2009. (File No.000-51252))                                                                                                                                                                                                                                                                                                  |

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| 10.106     |   | Employment      Agreement entered by and between the Company and John M. Davis dated April      1, 2009. (Incorporated by reference to the Form 10Q Quarterly Report filed      with the Securities and Exchange Commission on May 15, 2009. (File No.      000-51252)).         |
|------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                             |
| 10.107     |   | Employment      Agreement entered by and between the Company and Christopher W. Larkin      dated April 1, 2009. (Incorporated by reference to the Form 10Q Quarterly      Report filed with the Securities and Exchange Commission on May 15, 2009.      (File No. 000-51252)). |
|       |   |                                                                                                                                                                                                                                                                             |
| 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 of2002.                                                                                     |

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SIGNATURES

| Dated:      May 15, 2009 | /s/ Steven J. Ross           |
|--------------------------|------------------------------|
|                     | Steven      J. Ross          |
|                     | Chief      Executive Officer |
|                     |                         |
| Dated:      May 15, 2009 | /s/ Christopher W.Larkin     |
|                     | Christopher      W. Larkin   |
|                     | Chief      Financial Officer |

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