EXECUTION VERSION

                              A/R ESCROW AGREEMENT

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

                                    RECITALS

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

      B. The Asset Purchase Agreement contemplates the establishment of an
escrow arrangement to provide for the deposit and release of the A/R Escrow
Amount (as defined below) consisting of $257,191 in cash.

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

                                    AGREEMENT

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

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

2. Accounts.

      2.1. A/R Escrow Account. On the date hereof, Buyer is depositing with the
Escrow Agent (the "A/R Escrow Account") Two Hundred Fifty Seven Thousand One
Hundred Ninety One Dollars ($257,191) (the "A/R Escrow Amount"), which
represents the excess of the Overdue A/R over the sum of (a) the reserves
established by Seller for Accounts Receivable as of the Overdue A/R Measurement
Date, and (b) the aggregate amount in respect of Overdue A/R collected between
the Overdue A/R Measurement Date and the Closing Date. The Escrow Agent agrees
to accept delivery of the A/R Escrow Amount and to hold the A/R Escrow Amount
subject to the terms and conditions of this Escrow Agreement and the Asset
Purchase Agreement (but the Escrow Agent shall have no responsibility with
respect to the Asset Purchase Agreement other than to perform its obligations as
provided in this Escrow Agreement and, if it is the escrow agent thereunder, the
Indemnification Escrow Agreement). The Escrow Agent agrees to hold the A/R
Escrow Amount in a segregated escrow account that will bear interest.

<PAGE>

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

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

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

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

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

3. Release of A/R Escrow Amount.

      3.1. During the ninety (90) day period beginning at the end of the month
following the Closing (the "A/R Collection Period"), to the extent Buyer
collects amounts in respect of Overdue A/R, Buyer shall deliver written notice
to the Escrow Agent instructing the Escrow Agent to release to Seller from the
A/R Escrow Amount an amount equal to the amount collected by Buyer in respect of
Overdue A/R (determined using the first-in, first-out method and regardless of
whether payments are identified by the payor as applicable to a particular
invoice) (including all earnings, interest and gains on the investment of the
A/R Escrow Amount (the "Earnings") on such portion of the A/R Escrow Amount) by
wire transfer of immediately available funds to an account or accounts specified
in writing by Seller.


                                       2
<PAGE>

      3.2. At the expiration of the A/R Collection Period, Buyer and Seller
shall deliver written notice to the Escrow Agent instructing the Escrow Agent to
release the balance of the A/R Escrow Amount (including any Earnings on such
portion of the A/R Escrow Amount), if any, to Buyer by wire transfer of
immediately available funds to an account or accounts specified in writing by
Buyer. The Escrow Agent shall not be liable for any action taken or omitted by
it in good faith except to the extent that a court of competent jurisdiction
determines that the Escrow Agent's gross negligence or willful misconduct was
the primary cause of any loss to the Buyer or Seller. In the event that the
Escrow Agent shall be uncertain as to its duties or rights hereunder or shall
receive instructions, claims or demands from any party hereto which, in its
opinion, conflict with any of the provisions of this Escrow Agreement, it shall
be entitled to refrain from taking any action and its sole obligation shall be
to keep safely all property held in escrow until it shall be directed otherwise
in writing by all of the other parties hereto or by a final order or judgment of
a court of competent jurisdiction.

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

5. Limitation of Escrow Agent's Liability.

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


                                       3
<PAGE>

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

6. Account Opening Information/TINs.

      6.1. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

For accounts opened in the US:

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

For non-US accounts:

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

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


                                       4
<PAGE>

7. Termination. This Escrow Agreement shall terminate on the later of the
expiration date of the A/R Collection Period and the release by the Escrow Agent
of the entire A/R Escrow Amount (including any Earnings) to Seller.

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

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


                                       5
<PAGE>

10. Miscellaneous.

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

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

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

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

            If to Seller:     American Benefit Resources, Inc.
                              81 Main Street, Suite 501
                              White Plains, New York 10601
                              Attention: Chief Executive Officer
                              Fax: (914) 328-6678

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


                                       6
<PAGE>

                              and

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


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


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

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

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

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

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

      10.5. Applicable Law; Jurisdiction. This Escrow Agreement shall be
governed by and construed in accordance with the laws of New York that might
otherwise govern under applicable principles of conflicts of law. Each of the
parties hereto irrevocably consents to the exclusive jurisdiction of (a) the
Supreme Court of the State of New York, New York County, and (b) the United
States District Court for the Southern District of New York, for the purposes of


                                       7
<PAGE>

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

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

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

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


                                       8
<PAGE>

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

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

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

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

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

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

      10.15. Construction.

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

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

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


                                       9
<PAGE>

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





                   [Remainder of page intentionally left blank.]


                                       10
<PAGE>

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

                                          "Buyer"

                                          NATIONAL INVESTMENT MANAGERS INC.,
                                          a Florida corporation



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

                                          "Seller"

                                          AMERICAN BENEFIT RESOURCES, INC., a
                                          Connecticut corporation



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


                                          "Escrow Agent"

                                          JPMORGAN CHASE BANK, N.A.


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


                                       11
<PAGE>

                                   SCHEDULE 1

Effective Date:   November ___, 2005

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

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

Escrow Deposit:  $257,191


Investment:             [specify]

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

            Fund

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


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


                                       12
<PAGE>

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


                                       13
<PAGE>

                                   SCHEDULE 2



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

If to Buyer:

      Name                    Telephone Number                    Signatures

1. Leonard A. Neuhaus        (212) 355-1547
   -----------------         ------------------------        ------------------

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

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

If to Seller:

      Name                    Telephone Number                    Signatures

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

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

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

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




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