SECURITIES
      PLEDGE AGREEMENT

     

    This
      SECURITIES
      PLEDGE AGREEMENT
      (this
“Agreement”)
      is
      made as of November 30, 2007, by and among the Pledgors identified as such
      on
      the signature pages hereof (each individually, a “Pledgor”
and,
      collectively, the “Pledgors”),
      in
      favor of WOODSIDE AGENCY SERVICES, LLC, as collateral agent (hereinafter, in
      such capacity, the "Collateral Agent")
      for
      itself and the Holders (as defined in the Purchase Agreement referred to below)
      under that certain Securities Purchase and Loan Agreement, dated as of the
      date
      hereof (as amended, modified, supplemented or restated and in effect from time
      to time, the "Purchase
      Agreement"),
      among
      NATIONAL INVESTMENT MANAGERS INC., a Florida corporation (the “Company”),
      the
      Holders and the Collateral Agent.

     

    WHEREAS,
      each
      Pledgor is the direct
      legal and beneficial owner of certain of
      the
      issued and outstanding capital stock, units of outstanding membership interests
      or other equity interests, as the case may be, of each of the entities set
      forth
      opposite the respective Pledgor on Annex A
      hereto
      (the "Subsidiaries")
      in the
      percentages set forth on such Annex A;
      and

     

    WHEREAS,
      it is a
      condition precedent to the Holders extending credit accommodations to the
      Company under the Purchase Agreement that each Pledgor execute and deliver
      to
      the Collateral Agent, for the benefit of the Holders and the Collateral Agent,
      a
      pledge agreement in substantially the form hereof; and

     

    WHEREAS,
      each
      Pledgor wishes to grant pledges and security interests in favor of the
      Collateral Agent, for the benefit of the Holders and the Collateral Agent,
      as
      herein provided;

     

    NOW,
      THEREFORE,
      in
      consideration of the premises contained herein and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

     

    1. 
Pledge
      of Securities, etc. 

     

     1.1.  Pledge
      of Securities.
      Each
      Pledgor hereby pledges, assigns and grants a security interest in, mortgages,
      collaterally assigns and delivers to the Collateral Agent, for the benefit
      of
      the Holders and the Collateral Agent, all the right, title and interest of
      such
      Pledgor in and to all of the shares of capital stock, partnership interests,
      limited liability company membership units or other units of equity ownership
      of
      every class of each of its Subsidiaries, wherever located and whether now owned
      or hereafter acquired or arising, as more fully described on Annex A
      hereto,
      including without limitation, with respect to any Subsidiary which is a limited
      liability company or a partnership, (a) all payments or distributions, whether
      in cash, property or otherwise, at any time owing or payable to such Pledgor
      on
      account of its interest as a member or as a partner, as the case may be, in
      any
      of its Subsidiaries or in the nature of a management, investment banking or
      other fee paid or payable by any of the Subsidiaries to such Pledgor, (b) all
      of
      such Pledgor’s rights and interests under each of the partnership agreements or
      operating agreements, as applicable, including all voting and management rights
      and all rights to grant or withhold consents or approvals, (c) all other rights,
      interests, property or claims to which such Pledgor may be entitled in its
      capacity as the sole member of any Subsidiary of such Pledgor, and (d) all
      proceeds, income from, increases in and products of any of the foregoing to
      be
      held by the Collateral Agent, for the benefit of the Holders and the Collateral
      Agent, subject to the terms and conditions hereinafter set forth. The
      certificates for such shares, membership units, partnership interests or other
      units of equity ownership of every class of the capital stock or other equity
      interest of its Subsidiaries, to the extent that such interests are represented
      by certificates, accompanied by stock powers or other appropriate instruments
      of
      assignment thereof duly executed in blank by each Pledgor, have been delivered
      to the Collateral Agent. Each Pledgor further represents and warrants that
      none
      of the limited liability company membership units or the partnership interests
      of any Pledgor issued by any Subsidiary is a security governed by Article 8
      of
      the Uniform Commercial Code of the jurisdiction in which such Subsidiary is
      organized.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     1.2.  Additional
      Securities.
      In case
      any Pledgor shall acquire any additional capital stock or other equity interest
      of any Subsidiary of such Pledgor or any newly-created or acquired Subsidiary
      or
      corporation, partnership, limited liability company or other entity which is
      the
      successor of any Subsidiary of such Pledgor, or any securities exchangeable
      for
      or convertible into shares of such capital stock or other equity interest of
      any
      class of any Subsidiary of such Pledgor, by purchase, stock dividend, stock
      split or otherwise, then such Pledgor shall forthwith deliver to and pledge
      such
      capital stock or other equity interests shall be subject to the pledge,
      assignment and security interest granted to the Collateral Agent, for the
      benefit of the Holders and the Collateral Agent, under this Agreement and shall
      deliver to the Collateral Agent forthwith any certificates therefor, accompanied
      by stock powers or other appropriate instruments of assignment duly executed
      by
      such Pledgor in blank. Each Pledgor agrees that the Collateral Agent may from
      time to time attach as Annex A
      hereto
      an updated list of the shares of capital stock or other equity interests at
      the
      time pledged with the Collateral Agent hereunder.

     

     1.3.  Pledge
      of Cash Collateral Account.
      Each
      Pledgor also hereby pledges, assigns, grants a security interest in, and
      delivers to the Collateral Agent, for the benefit of the Holders and the
      Collateral Agent, the Cash Collateral Account and all of the Cash Collateral
      as
      such terms are hereinafter defined.

     

     1.4.  Waiver
      of Certain Operating Agreement Provisions.
      Each
      Pledgor irrevocably waives any and all provisions of the operating agreements
      of
      each Subsidiary of such Pledgor (as applicable) that (a) prohibit, restrict,
      condition or otherwise affect the grant hereunder of any Lien on any of the
      Securities Collateral or any enforcement action which may be taken in respect
      of
      any such Lien or (b) otherwise conflict with the terms of this
      Agreement.

     

    2.  Definitions.
      The term
      "Obligations" and all other capitalized terms used herein without definition
      shall have the respective meanings provided therefor in the Purchase Agreement.
      Terms used herein and not defined in the Purchase Agreement or otherwise defined
      herein that are defined in the Uniform Commercial Code as in effect in the
      State
      of Massachusetts (the "UCC") have such defined meanings herein (with terms
      used
      in Division 9 controlling over terms used in another Article), unless the
      context otherwise indicates or requires, and the following terms shall have
      the
      following meanings:

     

    Cash
      Collateral.
      See
§4.

     

    Cash
      Collateral Account.
      See
§4.

     

    
      
        
        

      

      
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    Securities.
      Includes the shares of stock, membership interests, partnership interests or
      other equity interests described in Annex A
      attached
      hereto and any additional shares of stock, membership interests, partnership
      interests or other equity interests at the time pledged with the Collateral
      Agent hereunder and the interests described in clauses (a)-(d) of §1.1 of this
      Agreement.

     

    Securities
      Collateral.
      The
      property at any time pledged to the Collateral Agent hereunder (whether
      described herein or not) and all income therefrom, increases therein and
      proceeds thereof, including without limitation that included in Cash Collateral.
      The term does not include any income, increases or proceeds received by any
      Pledgor to the extent expressly permitted by §6.

     

    Time
      Deposits.
      See
§4.

     

    3.  Security
      for Obligations.
      This
      Agreement and the security interest in and pledge of the Securities Collateral
      hereunder are made with and granted to the Collateral Agent, for the benefit
      of
      the Holders and the Collateral Agent, as security for the payment and
      performance in full of all the Obligations (including all such Obligations
      which
      would become due but for the operation of the automatic stay pursuant to §362(a)
      of the Bankruptcy Code of the United States and the operation of §§502(b) and
      506(b) of the Bankruptcy Code of the United States).

     

    4.  Liquidation,
      Recapitalization, etc.

     

     4.1.  Distributions
      Paid to Collateral Agent.
      Any sums
      or other property paid or distributed upon or with respect to any of the
      Securities, whether by dividend or redemption or upon the liquidation or
      dissolution of the issuer thereof or otherwise, shall, except to the limited
      extent provided in §6, be paid over and delivered to the Collateral Agent to be
      held by the Collateral Agent, for the benefit of the Holders and the Collateral
      Agent, as security for the payment and performance in full of all of the
      Obligations. In case, pursuant to the recapitalization or reclassification
      of
      the capital of the issuer thereof or pursuant to the reorganization thereof,
      any
      distribution of capital shall be made on or in respect of any of the Securities
      or any property shall be distributed upon or with respect to any of the
      Securities, the property so distributed shall be delivered to the Collateral
      Agent, for the benefit of the Holders and the Collateral Agent, to be held
      by it
      as security for the Obligations. Except to the limited extent provided in §6,
      all sums of money and property paid or distributed in respect of the Securities,
      whether as a dividend or upon such a liquidation, dissolution, recapitalization
      or reclassification or otherwise, that are received by any Pledgor shall, until
      paid or delivered to the Collateral Agent, be held in trust for the Collateral
      Agent, for the benefit of the Holders and the Collateral Agent, as security
      for
      the payment and performance in full of all of the Obligations.

     

     4.2.  Cash
      Collateral Account.
      All sums
      of money that are delivered to the Collateral Agent pursuant to this §4 shall be
      deposited into an interest bearing account with the Collateral Agent or, if
      the
      Collateral Agent is not the depositary bank, to an interest bearing account
      in
      the name of the Collateral Agent, for the benefit of the Holders and the
      Collateral Agent, as customer with a depositary bank satisfactory to the
      Collateral Agent (any such account, whether maintained with the Collateral
      Agent
      or in the Collateral Agent's name as customer being herein referred to as the
      "Cash
      Collateral Account").
      Some
      or all of the funds from time to time in the Cash Collateral Account may be
      invested in time deposits, including, without limitation, certificates of
      deposit issued by the Collateral Agent (such certificates of deposit or other
      time deposits being hereinafter referred to, collectively, as "Time
      Deposits"),
      that
      are satisfactory to the Collateral Agent after consultation with the applicable
      Pledgor, provided,
      that,
      in each such case, arrangements satisfactory to the Collateral Agent are made
      and are in place to perfect and to insure the first priority of the Collateral
      Agent’s security interest therein. Interest earned on the Cash Collateral
      Account and on the Time Deposits, and the principal of the Time Deposits at
      maturity that is not invested in new Time Deposits, shall be deposited in the
      Cash Collateral Account. The Cash Collateral Account, all sums from time to
      time
      standing to the credit of the Cash Collateral Account, any and all Time
      Deposits, any and all instruments or other writings evidencing Time Deposits
      and
      any and all proceeds or any thereof are hereinafter referred to as the
      "Cash
      Collateral".

     

    
      
        
        

      

      
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     4.3.  Pledgors’
      Rights to Cash Collateral, etc.
      Except
      as otherwise expressly provided in §16, no Pledgor shall have the right to
      withdraw sums from the Cash Collateral Account, to receive any of the Cash
      Collateral or to require the Collateral Agent to part with the Collateral
      Agent’s possession of any instruments or other writings evidencing any Time
      Deposits.

     

    5.  Warranty
      of Title; Authority.
      Each
      Pledgor hereby represents and warrants that: (a) such Pledgor has good and
      marketable title to, and is the sole record and beneficial owner of, the
      Securities described in §1, subject to no pledges, liens, security interests,
      charges, options, restrictions (other than restrictions contained in the
      operating agreements of the pledged entities, which restrictions do not limit
      the pledge and security interest created by this Agreement) or other
      encumbrances except the pledge and security interest created by this Agreement
      or as otherwise permitted under the Purchase Agreement, (b) such Pledgor has
      tendered to the Collateral Agent the consent of any other partner of any
      Subsidiary which is a partnership or member or manager of any Subsidiary which
      is a limited liability company deemed necessary or appropriate by such Pledgor
      for consummation of the transactions contemplated hereby, (c) all of the
      Securities described in §1 are validly issued, fully paid and non-assessable (or
      the foreign equivalent thereof, as applicable), (d) such Pledgor has full power,
      authority and legal right to execute, deliver and perform its obligations under
      this Agreement and to pledge and grant a security interest in all of the
      Securities Collateral pursuant to this Agreement, and the execution, delivery
      and performance hereof and the pledge of and granting and enforcement (where
      applicable) of a security interest in the Securities Collateral hereunder have
      been duly authorized by all necessary corporate or other action and do not
      contravene any law, rule or regulation or any provision of such Pledgor’s
      charter documents, operating agreement, partnership agreement, by-laws or other
      governing document or of any judgment, decree or order of any tribunal or of
      any
      agreement or instrument to which such Pledgor is a party or by which it or
      any
      of its property is bound or affected or constitute a default thereunder and
      (e)
      the information set forth in Annex A
      hereto
      relating to the Securities is true, correct and complete as of the date hereof
      in all material respects. Each Pledgor covenants that it will defend the rights
      of the Holders and the Collateral Agent and security interest of the Collateral
      Agent, for the benefit of the Holders and the Collateral Agent, in such
      Securities against the claims and demands of all other persons whomsoever.
      Each
      Pledgor further covenants that it will have the like title to and right to
      pledge and grant a security interest in the Securities Collateral hereafter
      pledged or in which a security interest is granted to the Collateral Agent
      hereunder and will likewise defend the rights, pledge and security interest
      thereof and therein of the Holders and the Collateral Agent.

     

    
      
        
        

      

      
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    6.  Dividends,
      Voting, etc., Prior to Maturity.
      So long
      as no Event of Default shall have occurred and be continuing, each Pledgor
      shall
      be entitled to receive all cash dividends or distributions paid in respect
      of
      the Securities (subject to the terms and conditions of the Purchase Agreement),
      to vote the Securities (subject to the last sentence of this paragraph) and
      to
      give consents, waivers and ratifications in respect of the Securities;
provided,
      however,
      that no
      vote shall be cast or consent, waiver or ratification given by such Pledgor
      if
      the effect thereof could reasonably be expected to impair any of the Securities
      Collateral or be inconsistent with or result in any violation of any of the
      provisions of the Purchase Agreement or any of the other Financing Agreements.
      All such rights of such Pledgor to receive cash dividends or distributions
      shall
      cease in case a Default or an Event of Default shall have occurred and be
      continuing. All such rights of any Pledgor to vote and give consents, waivers
      and ratifications with respect to the Securities shall, at the Collateral
      Agent’s option, as evidenced by the Collateral Agent’s notifying such Pledgor of
      such election, cease in case an Event of Default shall have occurred and be
      continuing.

     

    7.  Remedies.

     

      7.1.  In
      General.
      If an
      Event
      of Default shall have occurred and be continuing, the Collateral Agent shall
      thereafter have the following rights and remedies (to the extent permitted
      by
      applicable law) in addition to the rights and remedies of a secured party under
      the UCC, all such rights and remedies being cumulative, not exclusive, and
      enforceable alternatively, successively or concurrently, at such time or times
      as the Collateral Agent deems expedient:

     

    (a)  if
      the
      Collateral Agent so elects and gives notice of such election to Pledgors, the
      Collateral Agent may exercise any management or voting rights relating to the
      Securities (whether or not the same shall have been transferred into its name
      or
      the name of its nominee or nominees) for any lawful purpose, including, without
      limitation, if the Collateral Agent so elects, for the liquidation of the assets
      of the issuer thereof or for the amendment or modification of any of the
      charter, by-laws, operating agreements, partnership agreements or other
      governing documents, and give all consents, waivers and ratifications in respect
      of the Securities and otherwise act with respect thereto as though it were
      the
      outright owner thereof (each Pledgor hereby irrevocably constituting and
      appointing the Collateral Agent its proxy and attorney-in-fact, with full power
      of substitution, to do so);

     

    (b)  the
      Collateral Agent may demand, sue for, collect or make any compromise or
      settlement the Collateral Agent deems suitable in respect of any Securities
      Collateral;

     

    (c)  the
      Collateral Agent may sell, resell, assign and deliver, or otherwise dispose
      of
      any or all of the Securities Collateral, for cash or credit or both and upon
      such terms at such place or places, at such time or times and to such entities
      or other persons as the Collateral Agent thinks expedient, all without demand
      for performance by any Pledgor or any notice or advertisement whatsoever except
      as expressly provided herein or as may otherwise be required by
      law;

     

    
      
        
        

      

      
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      (d)  the
        Collateral Agent may cause all or any part of the Securities held by it to
        be
        transferred into its name or the name of its nominee or nominees;
        and

    

     

    (e)  the
      Collateral Agent may set off or otherwise apply or credit against the
      Obligations any and all sums deposited with it or held by it, including without
      limitation, any sums standing to the credit of the Cash Collateral Account
      and
      any Time Deposits issued by the Collateral Agent, with any withdrawal penalty
      relating to Time Deposits being an expense of collection.

     

    7.2.  Sale
      of Securities Collateral.
      In the
      event of any sale or other disposition of the Securities Collateral as provided
      in clause (c) of §7.1, and to the extent that any notice thereof is required to
      be given by law, the Collateral Agent shall give to Pledgors at least ten (10)
      Business Days prior authenticated notice of the time and place of any public
      sale or other disposition of the Securities Collateral or of the time after
      which any private sale or any other intended disposition is to be made. Each
      Pledgor hereby acknowledges that ten (10) Business Days prior authenticated
      notice of such sale or other disposition or sales or other dispositions shall
      be
      reasonable notice. The Collateral Agent may enforce its rights hereunder without
      any other notice and without compliance with any other condition precedent
      now
      or hereunder imposed by statute, rule of law or otherwise (all of which are
      hereby expressly waived by Pledgors, to the fullest extent permitted by law).
      The Collateral Agent may buy or otherwise acquire any part or all of the
      Securities Collateral at any public sale or other disposition and if any part
      or
      all of the Securities Collateral is of a type customarily sold or otherwise
      disposed of in a recognized market or is of the type which is the subject of
      widely-distributed standard price quotations, the Collateral Agent may buy
      or
      otherwise acquire at private sale or other disposition and may make payments
      thereof by any means. The Collateral Agent may apply the cash proceeds actually
      received from any sale or other disposition to the reasonable expenses of
      retaking, holding, preparing for sale, selling and the like, to reasonable
      attorneys’ fees, travel and all other expenses which may be incurred by the
      Collateral Agent in attempting to collect the Obligations or to enforce this
      Agreement or in the prosecution or defense of any action or proceeding related
      to the subject matter of this Agreement, and then to the Obligations pursuant
      to
      the terms of the Purchase Agreement. Only after such applications, and after
      payment by the Collateral Agent of any amount required by §9-608(a)(1)(C) or
§9-615(a)(3) of the UCC, need the Collateral Agent account to Pledgors for any
      surplus.

     

    7.3.  Registration
      of Securities.
      If the
      Collateral Agent shall determine to exercise its right to sell or otherwise
      dispose of any or all of the Securities pursuant to this §7, and if in the
      opinion of counsel for the Collateral Agent it is necessary, or if in the
      reasonable opinion of the Collateral Agent it is advisable, to have the
      Securities, or that portion thereof to be sold, registered under the provisions
      of the Securities Act of 1933, as amended (the "Securities
      Act"),
      each
      Pledgor, to the extent that it has made a public offering of stock or other
      securities, agrees to use commercially reasonable efforts to cause the issuer
      or
      issuers of the Securities contemplated to be sold, to execute and deliver,
      and
      cause the directors (or other analogous persons) and officers of such issuer
      to
      execute and deliver, all at such Pledgor’s expense, all such instruments and
      documents, and to do or cause to be done all such other acts and things as
      may
      be necessary or, in the reasonable opinion of the Collateral Agent, advisable
      to
      register such Securities under the provisions of the Securities Act and to
      cause
      the registration statement relating thereto to become effective and to remain
      effective for a period of nine (9) months from the date such registration
      statement became effective, and to make all amendments thereto or to the related
      prospectus or both that, in the reasonable opinion of the Collateral Agent,
      are
      necessary or advisable, all in conformity with the requirements of the
      Securities Act and the rules and regulations of the Securities and Exchange
      Commission applicable thereto. Each Pledgor agrees to use commercially
      reasonably efforts to cause such issuer or issuers to make available to its
      security holders, as soon as practicable, an earnings statement which will
      satisfy the provisions of Section 11(a) of the Securities Act.

     

    
      
        
        

      

      
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    7.4.  Private
      Sales.
      Each
      Pledgor recognizes that the Collateral Agent may be unable to effect a public
      sale or other disposition of the Securities by reason of certain prohibitions
      contained in the Securities Act, federal banking laws, and other applicable
      laws, but may be compelled to resort to one or more private sales thereof to
      a
      restricted group of purchasers. Each Pledgor agrees that any such private sales
      may be at prices and other terms less favorable to the seller than if sold
      at
      public sales and that such private sales shall not by reason thereof be deemed
      not to have been made in a commercially reasonable manner. The Collateral Agent
      shall be under no obligation to delay a sale of any of the Securities for the
      period of time necessary to permit the issuer of such securities to register
      such securities for public sale under the Securities Act, or such other federal
      banking or other applicable laws, even if the issuer would agree to do so.
      Subject to the foregoing, the Collateral Agent agrees that any sale of the
      Securities shall be made in a commercially reasonable manner, and each Pledgor
      agrees to use its best efforts to cause the issuer or issuers of the Securities
      contemplated to be sold, to execute and deliver, and cause the directors (or
      other analogous persons) and officers of such issuer to execute and deliver,
      all
      at such Pledgor’s expense, all such instruments and documents, and to do or
      cause to be done all such other acts and things as may be necessary or, in
      the
      reasonable opinion of the Collateral Agent, advisable to exempt such Securities
      from registration under the provisions of the Securities Act, and to make all
      amendments to such instruments and documents which, in the opinion of the
      Collateral Agent, are necessary or advisable, all in conformity with the
      requirements of the Securities Act and the rules and regulations of the
      Securities and Exchange Commission applicable thereto. Each Pledgor further
      agrees to use commercially reasonable efforts to cause such issuer or issuers
      to
      make available to its security holders, as soon as practicable, an earnings
      statement (which need not be audited) which will satisfy the provisions of
      Section 11(a) of the Securities Act.

     

    7.5.  Pledgors’
      Agreements, etc.
      Each
      Pledgor further agrees to do or cause to be done all such other acts and things
      as may be reasonably necessary on the part of such Pledgor or with respect
      to
      the issuer of the Securities to make any sales of any portion or all of the
      Securities pursuant to this §7 valid and binding and in compliance with any and
      all applicable laws (including, without limitation, the Securities Act, the
      Securities Exchange Act of 1934, as amended, the rules and regulations of the
      Securities and Exchange Commission applicable thereto and all applicable state
      securities or "Blue Sky" laws), regulations, orders, writs, injunctions, decrees
      or awards of any and all courts, arbitrators or governmental instrumentalities,
      domestic or foreign, having jurisdiction over any such sale or sales, all at
      such Pledgor’s expense. Each Pledgor further agrees that a breach of any of the
      covenants contained in this §7 will cause irreparable injury to the Collateral
      Agent and the Holders, that the Collateral Agent and the Holders have no
      adequate remedy at law in respect of such breach and, as a consequence, agrees
      that each and every covenant contained in this §7 shall be specifically
      enforceable against such Pledgor by the Collateral Agent and such Pledgor hereby
      waives and agrees not to assert any defenses against an action for specific
      performance of such covenants to the extent it lawfully may.

     

    
      
        
        

      

      
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    8.  Marshalling.
      Neither
      the Collateral Agent nor any Holder shall be required to marshal any present
      or
      future collateral security for (including but not limited to this Agreement
      and
      the Securities Collateral), or other assurances of payment of, the Obligations
      or any of them, or to resort to such collateral security or other assurances
      of
      payment in any particular order. All of the Collateral Agent’s rights hereunder
      and of the Holders and the Collateral Agent in respect of such collateral
      security and other assurances of payment shall be cumulative and in addition
      to
      all other rights, however existing or arising. To the extent that it lawfully
      may, each Pledgor hereby agrees that it will not invoke any law relating to
      the
      marshalling of collateral that might cause delay in or impede the enforcement
      of
      the Collateral Agent’s rights under this Agreement or under any other instrument
      evidencing any of the Obligations or under which any of the Obligations is
      outstanding or by which any of the Obligations is secured or payment thereof
      is
      otherwise assured, and to the extent that it lawfully may such Pledgor hereby
      irrevocably waives the benefits of all such laws.

     

    9.  Pledgors’
      Obligations Not Affected.
      The
      obligations of each Pledgor hereunder shall remain in full force and effect
      without regard to, and shall not be impaired by (a) any exercise or nonexercise,
      or any waiver, by the Collateral Agent or any Holder of any right, remedy,
      power
      or privilege under or in respect of any of the Obligations or any security
      thereof (including this Agreement); (b) any amendment to or modification of
      the
      Purchase Agreement, the other Financing Agreements or any of the
      Obligations;
      (c) any
      amendment to or modification of any instrument (other than this Agreement)
      securing any of the Obligations, including, without limitation, any of the
      Security Documents; or (d) the taking of additional security for, or any other
      assurances of payment of, any of the Obligations or the release or discharge or
      termination of any security or other assurances of payment or performance for
      any of the Obligations; whether or not such Pledgor shall have notice or
      knowledge of any of the foregoing, such Pledgor hereby generally waiving all
      suretyship defenses to the extent applicable. Under no circumstances shall
      the
      Collateral Agent be deemed to be a shareholder, member or other equity holder
      of
      any of the Subsidiaries by virtue of the provisions of this Agreement unless
      expressly agreed to in writing by the Collateral Agent.

     

    10.  Transfer,
      etc., by Pledgors.
      Except
      as expressly permitted under the Purchase Agreement, without the prior written
      consent of the Collateral Agent, no Pledgor will sell, assign, transfer or
      otherwise dispose of, grant any option with respect to, or pledge or grant
      any
      security interest in or otherwise encumber or restrict any of the Securities
      Collateral or any interest therein, except for the pledge thereof and security
      interest therein provided for in this Agreement.

     

    11.  Further
      Assurances.
      Each
      Pledgor will do all such acts, and will furnish to the Collateral Agent all
      such
      financing statements, certificates, legal opinions and other documents and
      will
      obtain all such governmental consents and corporate approvals and will do or
      cause to be done all such other things as the Collateral Agent may reasonably
      request from time to time in order to give full effect to this Agreement and
      to
      secure the rights of the Holders and the Collateral Agent hereunder, all without
      any cost or expense to the Collateral Agent or any Holder. Each Pledgor hereby
      irrevocably authorizes the Collateral Agent at any time and from time to time
      to
      file in any filing office in any Uniform Commercial Code jurisdiction any
      initial financing statements and amendments thereto that (a) indicate the
      Collateral as the Securities Collateral or words of similar effect, or as being
      of equal or lesser scope or in greater detail, and (b) contain any other
      information required by part 5 of Division 9 of the Uniform Commercial Code
      of
      the jurisdiction of the filing office for the sufficiency or filing office
      acceptance of any financing statement or amendment, including whether such
      Pledgor is an organization, the type of organization and any organization
      identification number issued to such Pledgor. Each Pledgor agrees to furnish
      any
      such information to the Collateral Agent promptly upon request. Each Pledgor
      also ratifies its authorization for the Collateral Agent to have filed in any
      Uniform Commercial Code jurisdiction any like initial financing statements
      or
      amendments thereto if filed prior to the date hereof. Each Pledgor will not
      permit to be effected any amendment or modification of the charter, by-laws,
      operating agreements, or other applicable organizational documents of such
      Pledgor or any of the Subsidiaries which would (or would be reasonably likely
      to) adversely affect the rights or remedies of the Collateral Agent or the
      Holders hereunder or the value of the Securities Collateral, except as expressly
      permitted under the Purchase Agreement. 

     

    
      
        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

      

    

     

    12.  Collateral
      Agent’s Exoneration.
      Under no
      circumstances shall the Collateral Agent be deemed to assume any responsibility
      for or obligation or duty with respect to any part or all of the Securities
      Collateral of any nature or kind or any matter or proceedings arising out of
      or
      relating thereto, other than (a)
      to
      exercise reasonable care in the physical custody of the Securities Collateral
      and (b) after a Default or an Event of Default shall have occurred and be
      continuing to act in a commercially reasonable manner. None of the Collateral
      Agent nor any Holder shall be required to take any action of any kind to
      collect, preserve or protect its or any Pledgor’s rights in the Securities
      Collateral or against other parties thereto. The Collateral Agent’s prior
      recourse to any part or all of the Securities Collateral shall not constitute
      a
      condition of any demand, suit or proceeding for payment or collection of any
      of
      the Obligations. This Agreement constitutes a pledge of the Securities
      Collateral and any other applicable collateral hereunder only, and not an
      assignment of any duties or obligations of any Pledgor with respect thereto,
      and
      by its acceptance hereof and whether or not the Collateral Agent shall have
      exercised any of its rights or remedies hereunder, none of the Collateral Agent
      or the Holders undertake to perform or discharge, and none of the Collateral
      Agent or the Holders shall be responsible or liable for the performance or
      discharge of any such duties or responsibilities, including, without limitation,
      for any capital calls. Each Pledgor agrees that, notwithstanding the exercise
      by
      the Collateral Agent of any of its rights hereunder, such Pledgor shall remain
      liable nonetheless for the full and prompt performance of all of such Pledgor’s
      obligations and liabilities under any operating agreement, limited partnership
      agreement, or similar document evidencing or governing any units of membership
      interest or limited partnership interest in any limited liability company or
      limited partnership included in the Securities Collateral. Under no
      circumstances shall the Collateral Agent, any of the Holders or any holder
      of
      any of the Obligations as such be deemed to be a member, limited partner, or
      other equity owner of any of the Subsidiaries by virtue of the provisions of
      this Agreement unless expressly agreed to in writing by the Collateral Agent
      or
      such Secured Party or such holder. Without limiting the generality of the
      foregoing, neither of the Collateral Agent nor the Holders shall have any
      fiduciary duty as such to any Pledgor or any other equity owner of any of their
      Subsidiaries by reason of this Agreement, whether by virtue of the security
      interests and liens hereunder, or any enforcement action in respect of such
      security interests and liens, unless and until the Collateral Agent or such
      Secured Party is actually admitted to the applicable Subsidiary as a substitute
      member or substitute equity owner thereof after exercising enforcement rights
      under part 6 of Division 9 of the Uniform Commercial Code in effect in the
      applicable jurisdiction, or otherwise.

    
       

      
        
          
          

        

        
          -
            9
            -

          
            

          

        

        
          
          

        

         

      

    

    13.  No
      Waiver, etc.
      Except
      as provided in Section 1.2 hereof, neither this Agreement nor any term hereof
      may be changed, waived, discharged or terminated except by a written instrument
      expressly referring to this Agreement and to the provisions so modified or
      limited, and executed by the Collateral Agent, with the consent of the Majority
      Holders, if required, and the Pledgors. No act, failure or delay by the
      Collateral Agent shall constitute a waiver of its rights and remedies hereunder
      or otherwise. No single or partial waiver by the Collateral Agent of any default
      or right or remedy that it may have shall operate as a waiver of any other
      default, right or remedy or of the same default, right or remedy on a future
      occasion. Each Pledgor hereby waives presentment, notice of dishonor and protest
      of all instruments, included in or evidencing any of the Obligations or the
      Securities Collateral, and any and all other notices and demands whatsoever
      (except as expressly provided herein or in the Purchase Agreement).

     

    14.  Registration
      and Filing.
      Each
      Pledgor (a) has caused each Subsidiary of such Pledgor to duly register the
      security interests granted hereby on the respective books of such Subsidiary
      and
      has furnished the Collateral Agent with evidence thereof, (b) has duly executed
      and caused any financing statements with respect to the Securities Collateral
      to
      be filed in such a manner and in such places as may be required by law in order
      to fully protect the rights of the Collateral Agent and the Holders hereunder,
      and (c) will cause any financing statements with respect to the Securities
      Collateral at all times to be kept recorded and filed at each of the respective
      Subsidiaries’ expense in such a manner and in such places as may be required by
      law in order to fully perfect the interests and protect the rights of the
      Collateral Agent and the Holders hereunder.

     

    15.  Notice,
      etc.
      All
      notices, requests and other communications hereunder shall be made in the manner
      set forth in §17 of the Purchase Agreement.

     

    16.  Termination.
      Upon
      final payment and performance in full in cash of the Obligations and the
      termination of all lending and other credit commitments of the Collateral Agent
      and the Holders in respect thereof, this Agreement shall terminate and the
      Collateral Agent shall, at Pledgors’ request and expense, return such Securities
      Collateral in the possession or control of the Collateral Agent as has not
      theretofore been disposed of pursuant to the provisions hereof, together with
      any moneys and other property at the time held by the Collateral Agent
      hereunder.

     

    17.  Overdue
      Amounts.
      Until
      paid, all amounts due and payable by Pledgors hereunder shall be a debt secured
      by the Securities Collateral and shall bear, whether before or after judgment,
      interest at the rate of interest for overdue principal set forth in the Purchase
      Agreement.

     

    18.  Governing
      Law; Consent to Jurisdiction.
      THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE COMMONWEALTH OF MASSACHUSETTS. Each Pledgor agrees that any suit for the
      enforcement of this Agreement may be brought in the courts of the Commonwealth
      of Massachusetts or any federal court sitting therein and consents to the
      non-exclusive jurisdiction of such court and to service of process in any such
      suit being made upon such Pledgor by mail at the address specified in Section
      17
      of the Purchase Agreement. Each Pledgor hereby waives any objection that it
      may
      now or hereafter have to the venue of any such suit or any such court or that
      such suit is brought in an inconvenient court.

     

    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

      

    

     

    19.  Waiver
      of Jury Trial.
      EACH OF
      THE PLEDGORS WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR
      CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS
      OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS.
      Except as prohibited by law, each of the Pledgors waives any right which it
      may
      have to claim or recover in any litigation referred to in the preceding sentence
      any special, exemplary, punitive or consequential damages or any damages other
      than, or in addition to, actual damages. Each Pledgor (a) certifies that neither
      the Collateral Agent nor any Holder nor any representative, Collateral Agent
      or
      attorney of the Collateral Agent or any Holder has represented, expressly or
      otherwise, that the Collateral Agent or any Holder would not, in the event
      of
      litigation, seek to enforce the foregoing waivers and (b) acknowledges that,
      in
      entering into the Purchase Agreement and the other Financing Agreements to
      which
      the Collateral Agent or any of the Holders is a party, the Collateral Agent
      and
      the Holders are relying upon, among other things, the waivers and certifications
      contained in this §19.

     

    20.  Miscellaneous.
      The
      headings of each section of this Agreement are for convenience only and shall
      not define or limit the provisions thereof. This Agreement and all rights and
      obligations hereunder shall be binding upon each Pledgor and its respective
      successors and assigns, and shall inure to the benefit of the Collateral Agent
      and the Holders and their respective successors and assigns. If any term of
      this
      Agreement shall be held to be invalid, illegal or unenforceable, the validity
      of
      all other terms hereof shall be in no way affected thereby, and this Agreement
      shall be construed and be enforceable as if such invalid, illegal or
      unenforceable term had not been included herein. Each Pledgor acknowledges
      receipt of a copy of this Agreement.

     

    21.  Organizational
      Documents.
      The
      Pledgors and the Subsidiaries hereby acknowledge and agree that each
      Subsidiary’s by-laws, operating agreement or partnership agreement, as the case
      may be, is hereby amended to include the following language: “any restrictions
      upon the transfer of equity interests set forth in this Agreement shall not
      apply to the pledge by the shareholders, members or partners, as applicable,
      of
      a security interest in and to their equity interests to Woodside Agency
      Services, LLC, as Collateral Agent for certain Holders or Collateral Agent's
      successors and assigns (“Collateral
      Agent”),
      or to
      any foreclosure upon or subsequent disposition of such equity interests by
      Collateral Agent. Any such transferee shall be admitted as a shareholder, member
      or partner, as applicable, and shall have all of the rights of a shareholder,
      member or partner, as applicable, that previously owned such equity
      interests.”

    


    22. Intercreditor
      Agreement.
      The
      representations, warranties and covenants of the Grantors hereunder, and the
      rights and remedies of the Collateral Agent hereunder, are subject to the
      provisions of the Intercreditor Agreement and the rights of the Senior Creditor
      therein.

     

    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      intending to be legally bound, each Pledgor and the Collateral Agent have caused
      this Agreement to be executed as of the date first above written.

     

    
      	
              PLEDGORS

            
	 
	
              NATIONAL
                INVESTMENT 

              MANAGERS
                INC.

            
	 
	
              By:

            	
              /s/Steven
                Ross

            
	 	
              Name:
                Steven Ross

            
	 	
              Title:CEO

            
	 	 
	 	 
	
              VALLEY
                FORGE ENTERPRISES, LTD.

            
	 
	
              By:

            	
              /s/Steven
                Ross

            
	 	
              Name:Steven
                Ross

            
	 	
              Title:CEO

            
	 	 
	 	 
	BPI/PPA,
              INC.
	 	 
	
              By:

            	
              /s/Steven
                Ross

            
	 	
              Name:Steven
                Ross

            
	 	
              Title:
                CEO

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              WOODSIDE
                AGENCY SERVICES, 

              LLC,
                as Collateral Agent

            
	 	 
	
              By:

            	
              /s/Daphne
                Firth

            
	 	
              Name:
                Daphne Firth

            
	 	
              Title:
                Executive Vice President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      undersigned Subsidiaries hereby join in the above Agreement for the sole purpose
      of consenting to and being bound by the provisions of §§4.1, 6, 7 and 21
      thereof, the undersigned hereby agreeing to cooperate fully and in good faith
      with the Collateral Agent and Pledgors in carrying out such
      provisions.

    

      
        	
                ABR
                  ADVISORS, INC.

              
	
                ASSET
                  PRESERVATION CORP.

              
	
                BENEFIT
                  DYNAMICS, INC.

              
	
                BENEFIT
                  MANAGEMENT INC.

              
	
                BPI/PPA,
                  INC.

              
	
                CIRCLE
                  PENSION, INC.

              
	
                COMPLETE
                  INVESTMENT 

                MANAGEMENT,
                  INC. OF 

                PHILADELPHIA

              
	
                HADDON
                  STRATEGIC ALLIANCES, INC.

              
	
                LAMORIELLO
                  & CO., 

                INC.

              
	
                NATIONAL
                  ACTUARIAL PENSION 

                SERVICES,
                  INC.

              
	
                NATIONAL
                  ASSOCIATES, INC., 

                N.W.

              
	
                PENSION
                  ADMINISTRATION 

                SERVICES,
                  INC.

              
	
                PENTEC,
                  INC.

              
	
                PENTEC
                  CAPITAL MANAGEMENT, 

                INC.

              
	
                SOUTHEASTERN
                  PENSION SERVICES, 

                INC.

              
	
                STEPHEN
                  H. ROSEN & ASSOCIATES, 

                INC.

              
	
                THE
                  PENSION ALLIANCE, INC.

              
	
                VALLEY
                  FORGE ENTERPRISES, 

                LTD.

              
	
                V.F.
                  ASSOCIATES, INC.

              
	
                VF
                  INVESTMENT SERVICES, 

                CORP.

              
	
                VALLEY
                  FORGE CONSULTING 

                CORPORATION

              
	 
	 
	
                By:/s/Steven
                  Ross

              
	
                Name:Steven
                  Ross

              
	
                Title:
                  CEO

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A TO SECURITIES PLEDGE AGREEMENT

     

    
      
        
          	
                  Issuer

                	 	
                  Record
                    Owner 

                	 	
                  Class

                	 	
                  Number/Percentage
                    

                  of
                    Shares Owned

                	 	
                  Percentage
                    

                  of
                    Shares 

                  Pledged

                
	
                  ABR
                    Advisors, Inc.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  10/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  Asset
                    Preservation Corp.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  1/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  Benefit
                    Dynamics, Inc.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  500/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  Benefit
                    Management Inc.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  2,000/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  BPI/PPA,
                    Inc.

                   

                	 	
                  National
                    Investment Managers Inc.

                   

                	 	
                  Class
                    A 

                  Common

                   

                  Class
                    B 

                  Common

                	 	
                  10,000/100%

                   

                   

                  10,000/100%

                   

                	 	
                  100%

                   

                
	 	 	 	 	 	 	 	 	 
	
                  Circle
                    Pension, Inc.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  1,000/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  Complete
                    Investment Management, Inc. of Philadelphia

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  1,000/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  Haddon
                    Strategic Alliances, Inc.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  250/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  Lamoriello
                    & Co., Inc.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  55/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  National
                    Actuarial Pension Services, Inc.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  1,000/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  National
                    Associates, Inc., N.W.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  24,000,000/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  Pension
                    Administration Services, Inc.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  40/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  Pentec,
                         Inc.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  1/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  Pentec
                    Capital Management, Inc.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  1/100%

                	 	
                  100%

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  Southeastern
                    Pension Services, Inc.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  100/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  Stephen
                    H. Rosen & Associates, Inc.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  157.8952/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  The
                    Pension Alliance, Inc.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  1/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  Valley
                    Forge Enterprises, Ltd.

                	 	
                  National
                    Investment Managers Inc.

                	 	
                  Common

                	 	
                  1/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  V.F.
                    Associates, Inc.

                	 	
                  Valley
                    Forge Enterprises, Ltd. 

                	 	
                  Common

                	 	
                  600/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  VF
                    Investment Services Corp.

                	 	
                  Valley
                    Forge Enterprises, Ltd. 

                	 	
                  Common

                	 	
                  600/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  Valley
                    Forge Consulting Corporation

                	 	
                  Valley
                    Forge Enterprises, Ltd. 

                	 	
                  Common

                	 	
                  600/100%

                	 	
                  100%

                
	 	 	 	 	 	 	 	 	 
	
                  Veba
                    Administrators, Inc.

                	 	
                  BPI/PPA,
                    Inc.

                	 	
                  Common

                	 	
                  2,000/100%

                	 	
                  100%

                


        



      
        
          
          

        

        
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