EXECUTION VERSION

                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this "Agreement") is made and entered
into as of November ___, 2005, by and between National Investment Managers Inc.,
a Florida corporation (the "Company"), American Benefit Resources, Inc., a
Connecticut corporation ("ABR") and Arthur J. Steinberg ("Steinberg"), as
Manager of IBF Fund Liquidating LLC, a Delaware limited liability company
("IBF") (each of ABR and IBF sometimes referred to herein as an "Investor" and,
collectively, as the "Investors").

      This Agreement is made pursuant to the Asset Purchase Agreement, dated as
of November 1, 2005 (the "Asset Purchase Agreement"), by and between the Company
and ABR.

      The Company and each Investor hereby agree as follows:

      1. Definitions. Capitalized terms used and not otherwise defined herein
that are defined in the Asset Purchase Agreement, shall have the meanings given
such terms in the Asset Purchase Agreement. As used in this Agreement, the
following terms shall have the following meanings:

            "Asset Purchase Agreement" shall have the meaning provided above.

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" means shares of the Company's common stock, par value
$0.001 per share.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor statute.

            "Filing Date" means a date no later than ninety (90) days following
the date hereof, subject to extension in accordance with Section 2(b) hereof.


            "Holders" means the Investors to the extent any of them hold
Registrable Securities.

            "Indemnified Party" shall have the meaning set forth in Section
5(c).

            "Indemnifying Party" shall have the meaning set forth in Section
5(c).

            "Proceeding" means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.

            "Prospectus" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

<PAGE>

            "Registrable Securities" means the shares of Common Stock issued to
ABR under the terms of the Asset Purchase Agreement.

            "Registration Statement" means each registration statement required
to be filed hereunder, including the Prospectus, amendments and supplements to
such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.

            "Rule 144" means Rule 144 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

            "Rule 415" means Rule 415 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

            "Rule 424" means Rule 424 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

            "Securities Act" means the Securities Act of 1933, as amended, and
any successor statute.

            "Trading Market" means any of the NASD OTCBB, NASDAQ SmallCap
Market, the Nasdaq National Market, the American Stock Exchange or the New York
Stock Exchange.

      2. Registration.

      (a)   If, at any time prior to the Filing Date, the Company shall
            determine to prepare and file with the Commission a registration
            statement relating to an offering for its own account or the account
            of others under the Securities Act of any of its equity securities,
            other than on Form S-4 or Form S-8 (each as promulgated under the
            Securities Act) or their then-equivalents relating to equity
            securities to be issued solely in connection with any acquisition of
            any entity or business or equity securities issuable in connection
            with stock option or other employee benefit plans, then the Company
            shall send to each Holder written notice of such determination and,
            if within ten (10) business days after receipt of such notice, any
            such Holder shall so request in writing, the Company shall include
            in such registration statement, as a "piggyback" registration, all
            or any part of such Registrable Securities such Holder requests to
            be registered, subject to (i) any restrictions as may be imposed by
            Laurus Master Fund, Ltd. or its affiliates or assignees
            (collectively, "Laurus") pursuant to that certain Registration


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<PAGE>

            Rights Agreement, dated as of March 9, 2005 (the "March 9
            Agreement"), as thereafter amended or supplemented (provided that
            such amendment or supplement is not more restrictive than the March
            9 Agreement in permitting other parties to participate in Laurus'
            registration statement as selling stockholders), between the Company
            and Laurus Master Fund, Ltd. (the "Laurus Agreement"), and (ii)
            customary underwriter cutbacks applicable to holders of registration
            rights and subject to obtaining any required the consent of any
            selling stockholder(s) to such inclusion under such registration
            statement.

      (b)   To the extent that the Registrable Securities have not been included
            as a "piggyback" registration in a registration statement filed by
            the Company under Section 2(a) above by the Filing Date, then the
            Company shall use its commercially reasonable best efforts to
            prepare and, on or prior to the Filing Date, file with the
            Commission, a Registration Statement covering such Registrable
            Securities for an offering to be made on a continuous basis pursuant
            to Rule 415. The Registration Statement shall be on Form SB-2
            (except if the Company is not then eligible to register for resale
            the Registrable Securities on Form SB-2, in which case such
            registration shall be on another appropriate form in accordance
            herewith). The Company shall use its commercially reasonable best
            efforts to cause such Registration Statement to be declared
            effective under the Securities Act as promptly as practicable after
            the filing thereof. The Company shall use its commercially
            reasonable best efforts to keep such Registration Statement
            continuously effective under the Securities Act until the date which
            is the earlier date of when (i) all Registrable Securities have been
            sold or (ii) all Registrable Securities may be sold immediately
            without registration under the Securities Act and without volume
            restrictions pursuant to Rule 144(k), as determined by the counsel
            to the Company pursuant to a written opinion letter to such effect,
            addressed and acceptable to the Company's transfer agent and the
            affected Holders (the "Effectiveness Period").

      3. Registration Procedures. With respect to the registration of the
Registrable Securities under the Securities Act, the Company will:

      (a)   Prepare, and use its commercially reasonable best efforts to file
            with the Commission no later than the Filing Date, the Registration
            Statement with respect to the Registrable Securities, respond as
            promptly as practicable to any comments received from the
            Commission, and use its reasonable commercial best efforts to cause
            the Registration Statement to become and remain effective for the
            Effectiveness Period with respect thereto, and provide to each
            Investor copies of all filings and Commission letters of comment
            relating thereto;

      (b)   prepare and file with the Commission such amendments and supplements
            to the Registration Statement and the Prospectus used in connection
            therewith as may be necessary to comply with the provisions of the
            Securities Act with respect to the disposition of all Registrable


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<PAGE>

            Securities covered by the Registration Statement and to keep such
            Registration Statement effective until the expiration of the
            Effectiveness Period;

      (c)   furnish to each Investor such number of copies of the Registration
            Statement and the Prospectus included therein (including each
            preliminary Prospectus) as such Investor reasonably may request to
            facilitate the public sale or disposition of the Registrable
            Securities covered by the Registration Statement;

      (d)   use its commercially reasonable best efforts to register or qualify
            each Investor's Registrable Securities covered by the Registration
            Statement under the securities or "blue sky" laws of such
            jurisdictions within the United States as such Investor may
            reasonably request, provided, however, that the Company shall not
            for any such purpose be required to qualify generally to transact
            business as a foreign corporation in any jurisdiction where it is
            not so qualified or to consent to general service of process in any
            such jurisdiction;

      (e)   list the Registrable Securities covered by the Registration
            Statement with any securities exchange on which the Common Stock of
            the Company is then listed; and

      (f)   promptly notify each Investor at any time when a Prospectus relating
            thereto is required to be delivered under the Securities Act, of the
            happening of any event of which the Company has knowledge as a
            result of which the Prospectus contained in such Registration
            Statement, as then in effect, includes an untrue statement of a
            material fact or omits to state a material fact required to be
            stated therein or necessary to make the statements therein not
            misleading in light of the circumstances then existing.

      4. Registration Expenses. All expenses relating to the Company's
compliance with Sections 2 and 3 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, fees and expenses
(including reasonable counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD, transfer taxes and fees
of transfer agents and registrars are called "Registration Expenses". All
selling commissions applicable to the sale of Registrable Securities are called
"Selling Expenses." The Company shall only be responsible for Registration
Expenses.

      5. Indemnification.

      (a)   In the event of a registration of any Registrable Securities under
            the Securities Act pursuant to this Agreement, the Company will
            indemnify and hold harmless each Investor, and its officers,
            directors and each other person, if any, who controls each Investor
            within the meaning of the Securities Act, against any losses,
            claims, damages or liabilities, joint or several, to which such
            Investor, or such persons may become subject under the Securities
            Act or otherwise, insofar as such losses, claims, damages or


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<PAGE>

            liabilities (or actions in respect thereof) arise out of or are
            based upon any untrue statement or alleged untrue statement of any
            material fact contained in any Registration Statement under which
            such Registrable Securities were registered under the Securities Act
            pursuant to this Agreement, any preliminary Prospectus or final
            Prospectus contained therein, or any amendment or supplement
            thereof, or arise out of or are based upon the omission or alleged
            omission to state therein a material fact required to be stated
            therein or necessary to make the statements therein not misleading,
            and will reimburse each Investor and each such person for any
            reasonable legal or other expenses incurred by them in connection
            with investigating or defending any such loss, claim, damage,
            liability or action; provided, however, that the Company will not be
            liable in any such case if and to the extent that any such loss,
            claim, damage or liability arises out of or is based upon an untrue
            statement or alleged untrue statement or omission or alleged
            omission so made in conformity with information furnished in writing
            by or on behalf of each Investor or any such person in writing
            specifically for use in any such document.

      (b)   In the event of a registration of the Registrable Securities under
            the Securities Act pursuant to this Agreement, irrespective of any
            limitation on indemnification contained in the Asset Purchase
            Agreement, each Investor will indemnify and hold harmless the
            Company, and its officers, directors and each other person, if any,
            who controls the Company within the meaning of the Securities Act,
            against all losses, claims, damages or liabilities, joint or
            several, to which the Company or such persons may become subject
            under the Securities Act or otherwise, insofar as such losses,
            claims, damages or liabilities (or actions in respect thereof) arise
            out of or are based upon any untrue statement or alleged untrue
            statement of any material fact which was furnished in writing by
            such Investor to the Company expressly for use in (and such
            information is contained in) the Registration Statement under which
            such Registrable Securities were registered under the Securities Act
            pursuant to this Agreement, any preliminary Prospectus or final
            Prospectus contained therein, or any amendment or supplement
            thereof, or arise out of or are based upon the omission or alleged
            omission to state in such furnished information a material fact
            required to be stated therein or necessary to make the statements
            therein not misleading, and will reimburse the Company and each such
            person for any reasonable legal or other expenses incurred by them
            in connection with investigating or defending any such loss, claim,
            damage, liability or action; provided, however, that an Investor
            will be liable in any such case if and only to the extent that any
            such loss, claim, damage or liability arises out of or is based upon
            an untrue statement or alleged untrue statement or omission or
            alleged omission so made in conformity with information furnished in
            writing to the Company by or on behalf of such Investor specifically
            for use in any such document. Notwithstanding the provisions of this
            paragraph, an Investor shall not be required to indemnify any person
            or entity in excess of the amount of the aggregate net proceeds
            received by such Investor in respect of Registrable Securities in
            connection with any such registration under the Securities Act.

      (c)   Promptly after receipt by a party entitled to claim indemnification
            hereunder (an "Indemnified Party") of notice of the commencement of
            any action, such Indemnified Party shall, if a claim for
            indemnification in respect thereof is to be made against a party
            hereto obligated to indemnify such Indemnified Party (an


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<PAGE>

            "Indemnifying Party"), notify the Indemnifying Party in writing
            thereof, but the omission so to notify the Indemnifying Party shall
            not relieve it from any liability which it may have to such
            Indemnified Party other than under this Section 5(c) and shall only
            relieve it from any liability which it may have to such Indemnified
            Party under this Section 5(c) if and to the extent the Indemnifying
            Party is prejudiced by such omission. In case any such action shall
            be brought against any Indemnified Party and it shall notify the
            Indemnifying Party of the commencement thereof, the Indemnifying
            Party shall be entitled to participate in and, to the extent it
            shall wish, to assume and undertake the defense thereof with counsel
            reasonably satisfactory to such Indemnified Party, and, after notice
            from the Indemnifying Party to such Indemnified Party of its
            election so to assume and undertake the defense thereof, the
            Indemnifying Party shall not be liable to such Indemnified Party
            under this Section 5(c) for any legal expenses subsequently incurred
            by such Indemnified Party in connection with the defense thereof; if
            the Indemnified Party retains its own counsel, then the Indemnified
            Party shall pay all fees, costs and expenses of such counsel,
            provided, however, that, if the defendants in any such action
            include both the Indemnified Party and the Indemnifying Party and
            the Indemnified Party shall have reasonably concluded that there may
            be reasonable defenses available to it which are different from or
            additional to those available to the Indemnifying Party or if the
            interests of the Indemnified Party reasonably may be deemed to
            conflict with the interests of the Indemnifying Party, the
            Indemnified Party shall have the right to select one separate
            counsel and to assume such legal defenses and otherwise to
            participate in the defense of such action, with the reasonable
            expenses and fees of such separate counsel and other expenses
            related to such participation to be reimbursed by the Indemnifying
            Party as incurred.

      (d)   In order to provide for just and equitable contribution in the event
            of joint liability under the Securities Act in any case in which
            either (i) an Investor, or any officer, director or controlling
            person of such Investor, makes a claim for indemnification pursuant
            to this Section 5 but it is judicially determined (by the entry of a
            final judgment or decree by a court of competent jurisdiction and
            the expiration of time to appeal or the denial of the last right of
            appeal) that such indemnification may not be enforced in such case
            notwithstanding the fact that this Section 5 provides for
            indemnification in such case, or (ii) contribution under the
            Securities Act may be required on the part of an Investor or such
            officer, director or controlling person of such Investor in
            circumstances for which indemnification is provided under this
            Section 5; then, and in each such case, the Company and such
            Investor will contribute to the aggregate losses, claims, damages or
            liabilities to which they may be subject (after contribution from
            others) in such proportion so that such Investor is responsible only
            for the portion represented by the percentage that the public
            offering price of its securities offered by the Registration
            Statement bears to the public offering price of all securities
            offered by such Registration Statement, provided, however, that, in
            any such case, (A) such Investor will not be required to contribute
            any amount in excess of the public offering price of all such


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<PAGE>

            securities offered by it pursuant to such Registration Statement;
            and (B) no person or entity guilty of fraudulent misrepresentation
            (within the meaning of Section 11(f) of the Act) will be entitled to
            contribution from any person or entity who was not guilty of such
            fraudulent misrepresentation.

      6.    Miscellaneous.

      (a)   Remedies. In the event of a breach by the Company or by a Holder, of
            any of their respective obligations under this Agreement, each
            Holder or the Company, as the case may be, in addition to being
            entitled to exercise all rights granted by law and under this
            Agreement, including recovery of damages, will be entitled to
            specific performance of its rights under this Agreement.

      (b)   Compliance. Each Holder covenants and agrees that it will comply
            with the prospectus delivery requirements of the Securities Act as
            applicable to it in connection with sales of Registrable Securities
            pursuant to the Registration Statement.

      (c)   Discontinued Disposition. Each Holder agrees by its acquisition of
            such Registrable Securities that, upon receipt of a notice from the
            Company of the occurrence of a Discontinuation Event (as defined
            below), such Holder will forthwith discontinue disposition of such
            Registrable Securities under the applicable Registration Statement
            until such Holder's receipt of the copies of the supplemented
            Prospectus and/or amended Registration Statement or until it is
            advised in writing (the "Advice") by the Company that the use of the
            applicable Prospectus may be resumed, and, in either case, has
            received copies of any additional or supplemental filings that are
            incorporated or deemed to be incorporated by reference in such
            Prospectus or Registration Statement. The Company may provide
            appropriate stop orders to enforce the provisions of this paragraph.
            For purposes of this Section, a "Discontinuation Event" shall mean
            (i) when the Commission notifies the Company whether there will be a
            "review" of such Registration Statement and whenever the Commission
            comments in writing on such Registration Statement (the Company
            shall provide true and complete copies thereof and all written
            responses thereto to each of the Holders); (ii) any request by the
            Commission or any other Federal or state governmental authority for
            amendments or supplements to such Registration Statement or
            Prospectus or for additional information; (iii) the issuance by the
            Commission of any stop order suspending the effectiveness of such
            Registration Statement covering any or all of the Registrable
            Securities or the initiation of any Proceedings for that purpose;
            (iv) the receipt by the Company of any notification with respect to
            the suspension of the qualification or exemption from qualification
            of any of the Registrable Securities for sale in any jurisdiction,
            or the initiation or threatening of any Proceeding for such purpose;
            and/or (v) the occurrence of any event or passage of time that makes
            the financial statements included in such Registration Statement
            ineligible for inclusion therein or any statement made in such
            Registration Statement or Prospectus or any document incorporated or
            deemed to be incorporated therein by reference untrue in any


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<PAGE>

            material respect or that requires any revisions to such Registration
            Statement, Prospectus or other documents so that, in the case of
            such Registration Statement or Prospectus, as the case may be, it
            will not contain any untrue statement of a material fact or omit to
            state any material fact required to be stated therein or necessary
            to make the statements therein, in light of the circumstances under
            which they were made, not misleading.

      (d)   Amendments and Waivers. The provisions of this Agreement, including
            the provisions of this sentence, may not be amended, modified or
            supplemented, and waivers or consents to departures from the
            provisions hereof may not be given, unless the same shall be in
            writing and signed by the Company and the Holders.

      (e)   Notices. Any notice or request hereunder may be given to the Company
            or the Investors at their respective addresses set forth underneath
            their respective signatures below or as may hereafter be specified
            in a notice designated as a change of address under this Section.
            Any notice or request hereunder shall be given by registered or
            certified mail, return receipt requested, hand delivery, overnight
            mail, Federal Express or other national overnight next day carrier
            or telecopy (confirmed by mail). Notices and requests shall be
            deemed to have been given when received by the recipient.

      (f)   Successors and Assigns. This Agreement shall inure to the benefit of
            and be binding upon the successors and permitted assigns of each of
            the parties and shall inure to the benefit of each Investor. The
            Company may not assign its rights or obligations hereunder without
            the prior written consent of each Investor. Neither Investor may
            assign its rights hereunder other than to the other Investor,
            provided that any such assignment shall not release the assignor
            from its obligations hereunder.

      (g)   Execution and Counterparts. This Agreement may be executed in any
            number of counterparts, each of which when so executed shall be
            deemed to be an original and, all of which taken together shall
            constitute one and the same Agreement. In the event that any
            signature is delivered by facsimile transmission, such signature
            shall create a valid binding obligation of the party executing (or
            on whose behalf such signature is executed) the same with the same
            force and effect as if such facsimile signature were the original
            thereof.

      (h)   Governing Law. All questions concerning the construction, validity,
            enforcement and interpretation of this Agreement shall be governed
            by and construed and enforced in accordance with the internal laws
            of the State of New York, without regard to the principles of
            conflicts of law thereof. Each party agrees that all Proceedings
            concerning the interpretations, enforcement and defense of the
            transactions contemplated by this Agreement shall be commenced
            exclusively in the state and federal courts sitting in the City of
            New York, County of New York. Each party hereto hereby irrevocably
            submits to the exclusive jurisdiction of the state and federal
            courts sitting in the City of New York, County of New York for the
            adjudication of any dispute hereunder or in connection herewith or
            with any transaction contemplated hereby or discussed herein, and


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<PAGE>

            hereby irrevocably waives, and agrees not to assert in any
            Proceeding, any claim that it is not personally subject to the
            jurisdiction of any such court, that such Proceeding is improper.
            Each party hereto hereby irrevocably waives personal service of
            process and consents to process being served in any such Proceeding
            by mailing a copy thereof via registered or certified mail or
            overnight delivery (with evidence of delivery) to such party at the
            address in effect for notices to it under this Agreement and agrees
            that such service shall constitute good and sufficient service of
            process and notice thereof. Nothing contained herein shall be deemed
            to limit in any way any right to serve process in any manner
            permitted by law. Each party hereto hereby irrevocably waives, to
            the fullest extent permitted by applicable law, any and all right to
            trial by jury in any legal proceeding arising out of or relating to
            this Agreement or the transactions contemplated hereby. If either
            party shall commence a Proceeding to enforce any provisions of this
            Agreement, the Asset Purchase Agreement or any related agreement,
            then the prevailing party in such Proceeding shall be reimbursed by
            the other party for its reasonable attorneys fees and other costs
            and expenses incurred with the investigation, preparation and
            prosecution of such Proceeding.

      (i)   Cumulative Remedies. The remedies provided herein are cumulative and
            not exclusive of any remedies provided by law.

      (j)   Severability. If any term, provision, covenant or restriction of
            this Agreement is held by a court of competent jurisdiction to be
            invalid, illegal, void or unenforceable, the remainder of the terms,
            provisions, covenants and restrictions set forth herein shall remain
            in full force and effect and shall in no way be affected, impaired
            or invalidated, and the parties hereto shall use their reasonable
            efforts to find and employ an alternative means to achieve the same
            or substantially the same result as that contemplated by such term,
            provision, covenant or restriction. It is hereby stipulated and
            declared to be the intention of the parties that they would have
            executed the remaining terms, provisions, covenants and restrictions
            without including any of such that may be hereafter declared
            invalid, illegal, void or unenforceable.

      (k)   Headings. The headings in this Agreement are for convenience of
            reference only and shall not limit or otherwise affect the meaning
            hereof.





                              [SIGNATURE PAGE FOLLOWS]


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<PAGE>

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



AMERICAN BENEFIT RESOURCES, INC.        NATIONAL INVESTMENT MANAGERS INC.


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

Address for Notices:                    Address for Notices:
c/o Kaye Scholer LLP
425 Park Avenue                         830 Third Avenue
New York, NY 10022                      New York, NY  10022
Attention: Emanuel S. Cherney, Esq.     Attention:  President
Facsimile:   (212) 836-7152             Facsimile:  (212) 581-7010



IBF FUND LIQUIDATING LLC


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

Address for Notices:
c/o Kaye Scholer LLP
425 Park Avenue
New York, NY 10022
Attention: Arthur J. Steinberg,
Manager
Facsimile: (212) 836-8564



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