Unassociated Document


    

      


      AGREEMENT

       

      This
        Agreement (the “Agreement”)
        is
        dated November __, 2007 and is made by and among National Investment Managers
        Inc. (the “Company”), DC Associates LLC (“DCA”),
        and
        Michael Crow, an individual residing in
        1133 Cedar Rd, Southport, CT 06890 (“Crow”
and,
        together with DCA, the “Duncan
        Parties”).

       

      WHEREAS,
        the
        Company and DCA entered into that certain advisory agreement dated January
        1,
        2006, as amended, including pursuant to a Memorandum dated February 15, 2007
        from Duncan Capital Group, LLC to the Company (the “DCA
        Agreement”)
        pursuant to which DCA agreed to provide the Company with financial consulting
        services;

       

      WHEREAS,
        a true
        and correct copy of the DCA Agreement is attached as Exhibit
        B
        hereto.


       

      WHEREAS,
        DCA has
        provided certain advisory services to the Company pursuant to the DCA Agreement,
        including, without limitation, (i) advice to the Company in structuring the
        Company’s Series E Private Placement, (ii) advice to the Company in structuring
        the Company’s issuance of notes and borrowings of loans from certain proposed
        investors, (iii) advice to the Company in the operations of the Company and
        integration of recent acquisitions, and (iv) advice regarding a possible
        sale of
        the Company and introductions to investment banking firms in connection
        therewith (collectively, the “Performed
        Services”);

       

      WHEREAS,
        the DCA
        Agreement, pursuant to its terms, provides that the Company shall pay to
        DCA a
        monthly retainer fee of $10,000 for the remaining months on the term of the
        DCA
        Agreement (i.e. November and December 2007) (the “Balance
        Consulting Fee”);


      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      


      WHEREAS,
        the DCA
        Agreement provides that DCA may be entitled to a fee in an amount to be
        negotiated for services which may be provided by DCA as an advisor to the
        Company in connection with possible future corporate and/or capital
        opportunities of the Company (the “Prospective
        Fees”);

       

      WHEREAS,
        the
        Company and the Duncan Parties have agreed to terminate DCA’s and Crow’s rights
        and obligation to provide services under the DCA Agreement on the terms and
        conditions set forth herein;

       

      WHEREAS,
        the
        Company and the Duncan Parties desire to terminate DCA’s and Crow’s rights and
        obligation to provide services under the DCA Agreement on the terms and
        conditions set forth herein and all compensation owed pursuant to the DCA
        Agreement including, but not limited to, all amounts owed in respect of the
        Performed Services, the Balance Consulting Fee and the Prospective Fees;
        

       

      WHEREAS,
        as
        consideration for the Duncan Parties agreeing to cancel their rights under
        the
        DCA Agreement on the terms set forth therein, the Company will pay DCA a
        one-time sum of, $80,000 (the “Settlement
        Payment”);

       

      WHEREAS,
        Crow is
        legal and beneficial owner of 100% of the equity interests in DCA and is
        the
        sole and ultimate recipient of the benefits flowing to DCA from the DCA
        Agreement; and

       

      WHEREAS,
        the
        parties agree that the Settlement Payment has been negotiated on arm’s-length
        terms and represents the parties informed and considered judgment as to a
        fair
        and reasonable estimate for the mutual agreements contained herein.

       

      NOW,
        THEREFORE,
        in
        consideration of the mutual conditions and covenants contained in this
        Agreement, and for other good and valuable consideration, the sufficiency
        and
        receipt of which is hereby acknowledged, it is hereby stipulated, consented
        to
        and agreed by and among the Company and the Duncan Parties as
        follows:


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      


      1. DCA
        and
        Crow agree that, except as set forth in the immediately succeeding sentence,
        all
        obligations of the Company under the DCA Agreement (whether now existing
        or
        hereafter arising, contingent or liquidated, earned or prospective, known
        or
        unknown), including all obligations in respect of the Performed Services,
        the
        Balance Consulting Fee and the Prospective Fees, and all other obligations
        for
        fees, compensation and expenses, shall be terminated, discharged, satisfied,
        waived, relinquished and released. Notwithstanding the foregoing, the Company
        and DCA agree that the indemnification obligations of the Company set forth
        in
        Section 7 and Exhibit A of the DCA Agreement shall survive and shall remain
        in
        effect; provided
        that
        the
        Exhibit A to the DCA Agreement shall be modified by deleting the penultimate
        sentence of the first paragraph thereof and inserting the following new
        sentence: “The Company will not, however, be responsible for any Claim to the
        extent arising from the negligence, gross negligence, willful misconduct
        or
        unlawful actions of any person seeking indemnification hereunder.” 

       

      2. DCA
        and
        Crow represent, warrant and agree that, except for the Agreement attached
        as
Exhibit
        B
        hereto
        (as in effect on the date hereof, the “Continuing
        Arrangements”),
        the
        DCA Agreement is the only existing agreement between DCA, Crow or any of
        their
        affiliates, on the one hand, and the Company or any of its affiliates, on
        the
        other hand, and the only agreement pursuant to which the Company or any of
        its
        affiliates has any obligation, contingent, prospective, or otherwise, to
        DCA,
        Crow or any of their affiliates (all such other agreements and obligations,
        exclusive of the Continuing Arrangements, referred to herein as the
“Other
        Agreements”).
        Except for the Continuing Arrangements and the indemnification obligations
        of
        the Company set forth in Section 7 and Exhibit A of the DCA Agreement (as
        modified pursuant to paragraph 1 hereof), DCA, Crow, on behalf of themselves
        and
        their affiliates, successors and assigns, hereby terminate, discharge,
        relinquish, waive and release any and all other claims for any fees,
        compensation and expenses against the Company or any Company Person (defined
        below) under or in connection with the Other Agreements.


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      


      3. In
        consideration for DCA and Crow agreeing to terminate the Company’s obligations
        under DCA Agreement (other than as expressly set forth above), the Company
        agrees to make the Settlement Payment to DCA upon the closing of the Company’s
        contemplated financing arrangements. The Company agrees that, upon the
        effectiveness hereof, all further obligations of DCA and/or Crow to act as
        a
        financial consultant to the Company under the DCA Agreement are terminated
        and
        discharged.

       

      4. DCA
        and
        Crow warrant and represent that no person or entity other than DCA or Crow
        has
        now or ever had any interest in the DCA Agreement, the Other Agreements,
        the
        Performed Services, the Balance Consulting Fee, or the Prospective Fees herein,
        and that neither of them has assigned or transferred, or purported to assign
        or
        transfer, to any person or entity all or any portion of the foregoing or
        any of
        the rights or benefits thereunder. 

       

      5. The
        parties understand and agree that this Agreement, including the facts and
        circumstances underlying this Agreement shall forever be deemed confidential
        among the parties to this Agreement unless disclosure of the facts and
        circumstances is required by law or to enforce the terms hereof; provided
        that
        the
        Company may disclose this Agreement and the subject matter hereof to any
        of the
        Company’s past, present and future: heirs, executors, successors,
        administrators, insurers, assigns, shareholders, investors, lenders, and
        each
        past, present and future advisor, attorney, consultant and other advisor
        of the
        foregoing (collectively, the “Company
        Persons”).
        DCA
        and Crow further agree that the Company’s rights hereunder may be collaterally
        assigned to certain Company Persons and that such Company Persons shall be
        entitled to enforce the provisions hereof. DCA and Crow agree that each of
        the
        Company Persons is an intended third party beneficiary of this Agreement,
        that
        certain Company Persons are entering into financing arrangements with the
        Company in reliance upon the representations and agreements of DCA and Crow
        hereunder, and that the representations and agreements of DCA and Crow hereunder
        shall be a material inducement to such Company Persons agreeing to enter
        into
        such financing arrangements with the Company.


      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      


      6. Each
        party acknowledges and represents that: (a) they have read the Agreement;
        (b)
        they clearly understand the Agreement and each of its terms; (c) they fully
        and
        unconditionally consent to the terms of this Agreement; (d) they have had
        the
        benefit and advice of counsel of their own selection; (e) they have executed
        this Agreement, freely, with knowledge, and without influence or duress;
        (f)
        they have not relied upon any other representations, either written or oral,
        express or implied, made to them by any person; and (g) the consideration
        received by them has been actual and adequate. 

       

      7. This
        Agreement contains the entire agreement and understanding concerning the
        subject
        matter hereof between the parties and supersedes and replaces all prior
        negotiations, proposed agreement and agreements, written or oral. Each of
        the
        parties hereto acknowledges that neither any of the parties hereto, nor agents
        or counsel of any other party whomsoever, has made any promise, representation
        or warranty whatsoever, express or implied, not contained herein concerning
        the
        subject hereto, to induce it to execute this Agreement and acknowledges and
        warrants that it is not executing this Agreement in reliance on any promise,
        representation or warranty not contained herein. 


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      


      8. This
        Agreement may not be modified or amended in any manner except by an instrument
        in writing specifically stating that it is a supplement, modification or
        amendment to the Agreement and signed by each of the parties hereto, with
        the
        prior written consent of the Company’s lenders. 

       

      9. Should
        any provision of this Agreement be declared or be determined by any court
        or
        tribunal to be illegal or invalid, the validity of the remaining parts, terms
        or
        provisions shall not be affected thereby and said illegal or invalid part,
        term
        or provision shall be severed and deemed not to be part of this Agreement.
        

       

      10. The
        Parties agree that this Agreement is governed by the Laws of the State of
        New
        York and that any and all disputes that may arise from the provisions of
        this
        Agreement shall be tried in the Supreme Court, State of New York, County
        of New
        York. THE
        PARTIES AGREE TO WAIVE THEIR RIGHT TO TRIAL BY JURY FOR ANY DISPUTE ARISING
        OUT
        OF THIS AGREEMENT. 

       

      11. This
        Agreement may be executed in facsimile counterparts, each of which, when
        all
        parties have executed at least one such counterpart, shall be deemed an
        original, with the same force and effect as if all signatures were appended
        to
        one instrument, but all of which together shall constitute one and the same
        Agreement. 

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF,
        the
        parties have duly executed this Agreement as of the date first indicated
        above.

      


      National
        Investment Managers Inc. 

      


      /s/
        Steven Ross 

      Name: Steven
        Ross   

      Title:
        CEO     

      


      


      DC
        Associates LLC

      


      /s/Michael
        Crow

      Name:
        Michael Crow    

      Title:     

      


      


      


      /s/
        Michael
        Crow

      Michael
        Crow, an individual

      


      



      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      Exhibit
        A

      


      Copy
        of
        DCA Agreement dated January 1, 2006 and Memorandum dated February 15,
        2007

      


      


      



      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      Exhibit
        B

      


      


      Copy
        of
        Agreement, dated as of December 20, 2006 by and among the Company, Duncan
        Capital Group LLC, and DCI Master LDC.

      


      
        
           

        

        
          9