SECURITY
      AGREEMENT

    


    This
      Security Agreement (the “Agreement”),
      dated
      this 30th day of November, 2007 is by and between National Investment Managers
      Inc., a Florida corporation having an address of 545 Metro Place South, Suite
      100, Dublin, OH 43017 (the “Debtor”),
      and
      RBS Citizens, National Association, a
      national bank having a lending office at 28 State Street, Boston, MA 02109
      (the
“Secured
      Party”).

    


    WITNESSETH
      THAT:

        


    WHEREAS,
      the
      Debtor has duly authorized, executed and delivered to the Secured Party (a)
      a
      certain Term Promissory Note of even date herewith from the Debtor to the
      Secured Party in the maximum principal amount of up to $13,000,000.00 and (b)
      a
      certain Revolving Line of Credit Note of even date herewith from the Debtor
      to
      the Secured Party in the maximum principal amount of $2,000,000.00 (together,
      the “Notes”)
      and
      any amendments, extensions or renewals of such Notes;

    


    WHEREAS,
      the obligation of the Secured Party to make the loans evidenced by the Notes
      (the “Loans”) is subject to the condition, among others, that the Debtor grant
      to and create in favor of the Secured Party a security interest in and lien
      upon
      all business assets and rights of the Debtor as hereinafter provided;
      and

    


    WHEREAS,
      in order to induce the Secured Party to make the Loans, the Debtor has agreed
      to
      join with the Secured Party in this Agreement.

    


    NOW,
      THEREFORE, in consideration of and as an inducement to the Secured Party to
      make
      the Loans, the parties hereto, intending to be legally bound, covenant and
      agree
      as follows:

    


    
      	Section
              1.	
              Definitions.

            


    

    


    
      	 	
              (a)

            	
              Certain
                Definitions.
                In addition to the words and terms defined elsewhere in this Agreement,
                the following words and terms shall have the following meanings,
                respectively, unless the context hereof otherwise clearly
                requires:

            


    

    


    
      	
            	(i)	
              “Collateral”
                shall mean all personal property of Debtor including, without limitation,
                all of the following items, whether now owned or now due, or in which
                the
                Debtor has an interest or hereafter, at anytime in the future, acquired,
                arising or to become due, or in which the Debtor obtains an interest,
                and
                all products, proceeds, replacements, substitutions and accessions
                of or
                to any of the following, which to the extent not defined below, shall
                have
                the meanings given to them under the Uniform Commercial Code as enacted
                in
                the Commonwealth of Massachusetts or as enacted in the state in which
                such
                Collateral is located:

            


    

     

    
      	 	 
	
              Security
                Agreement –National Investment Managers, Inc.

            	
              Page
                1 of 11

            


    

     

    
      
        

      

    

    
    

     

    
      	
            	A.	
              all
                accounts and accounts receivable;

            


    

     

    
      	 	
              B.

            	
              all
                inventory (including raw materials, work-in-process, finished goods
                and
                supplies);

            


    

    


    
      	
            	C.	
              all
                contract rights;

            


    

    


    
      	 	
              D.

            	
              all
                general intangibles (including, without limitation, payment intangibles,
                software, trademarks, patents, copyrights or other intellectual property
                rights of Debtor);

            


    

    


    
      	
            	E.	
              all
                equipment (including all machinery, furniture and
                fixtures);

            


    

    


    
      	
            	F.	
              all
                farm products;

            


    

    


    
      	
            	G.	
              all
                goods;

            


    

    


    
      	
            	H.	
              all
                chattel paper (whether tangible or
                electronic);

            


    

    


    
      	
            	I.	
              all
                fixtures;

            


    

    


    
      	 	
              J.

            	
              all
                investment property (including, without limitation, all financial
                assets,
                certificated and uncertificated securities, securities accounts and
                security entitlements);

            


    

    


    
      	
            	K.	
              all
                letter-of-credit rights;

            


    

    


    
      	 	
              L.

            	
              all
                rights under judgments, all commercial tort claims and choses in
                action;

            


    

    


    
      	 	
              M.

            	
              all
                books, records and information relating to the Collateral and/or
                to the
                operation of the Debtor’s business and all rights of access to such books,
                records and information and all property in which such books, records
                and
                information are stored, recorded and
                maintained;

            


    

    


    
      	 	
              N.

            	
              all
                instruments, promissory notes, documents of title, documents, policies
                and
                certificates of insurance, securities, deposits, deposit accounts,
                money,
                cash or other property;

            


    

    


    
      	 	
              O.

            	
              all
                federal, state and local tax refunds and/or abatements to which the
                Debtor
                is or becomes entitled no matter how or when arising, including,
                but not
                limited to, any loss carryback tax
                refunds;

            


    

     

    
      
        	 	 
	
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                  Agreement –National Investment Managers, Inc.

              	
                Page 2
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              P.

            	
              all
                insurance proceeds, refunds and premium rebates, including without
                limitation proceeds of fire and credit insurance, whether any of
                such
                proceeds, refunds and premium rebates arise out of any of the foregoing
                (A-O) or otherwise;

            


    

    


    
      	 	
              Q.

            	
              all
                liens, guaranties, rights, remedies and privileges pertaining to
                any of
                the foregoing (A-O) including the right of stoppage in
                transit.

            


    

    


    
      	 	
              (ii)

            	
              “Event(s)
                of Default”
                shall mean any default or breach of the terms, conditions or covenants
                of
                this Agreement that remains uncured for thirty (30) days after written
                notice of such default from Lender to Borrower, or any Event of Default
                under and as defined in the Loan Agreement, the Notes, or the other
                Loan
                Documents (as defined in the Loan
                Agreement).

            


    

    


    
      	 	
              (iii)

            	
              “Loan
                Agreement”
                shall mean a certain Revolving
                Line of Credit and Term Loan Agreement of even date herewith by and
                between the Debtor and the Secured
                Party.

            


    

    


    
      	 	
              (iv)

            	
              “Obligations”
                shall mean the
                payment and performance of all obligations of Debtor under the
                Guaranty.

            


    

    


    
      	 	
              (b)

            	
              Construction.
                Unless the context of this Agreement otherwise clearly requires,
                references to the plural include the singular, the singular the plural
                and
                the part the whole, and “or” has the inclusive meaning represented by the
                phrase “and/or”. The words “hereof”, “herein”, “hereunder” and similar
                terms in this Agreement refer to this Agreement as a whole and not
                to any
                particular provision of this Agreement. The section and other headings
                contained in this Agreement are for reference purposes only and shall
                not
                control or affect the construction of this Agreement or the interpretation
                hereof in any respect. Section, subsection and exhibit references
                are to
                this Agreement unless otherwise
                specified.

            


    

    


    
      	Section
              2.	
              Security
                Interest.
                Debtor, on the terms set forth in this Agreement and as security
                for the
                full and timely payment of the Obligations in accordance with the
                terms
                thereof and of the instruments now or hereafter evidencing the
                Obligations, hereby grants to the Secured Party a continuing security
                interest, under the Uniform Commercial Code (as in effect on the
                date
                hereof and as amended from time to time hereafter) of each state
                having
                jurisdiction from time to time with respect to all or any portion
                of the
                Collateral (the “Code”),
                in and a lien on the Collateral. In addition to all the rights given
                to
                the Secured Party by the Loan Agreement, the Notes, the other Loan
                Documents, and this Agreement, the Secured Party shall have all the
                rights
                and remedies of a secured party under the Code. In connection with
                the
                grant of security interest made hereby, Debtor hereby authorizes
                Secured
                Party to file or cause to be filed one or more financing statements,
                amendments to financing statements and/or in lieu financing statements
                with any filing office for the purpose of perfecting or continuing
                the
                perfection of the security interest in the
                Collateral.

            


    

     

    
      
        	 	 
	
                Security
                  Agreement –National Investment Managers, Inc.

              	
                Page 3
                  of 11

              


      

       

    

    
      
        

      

    

    
    

     

    
      	Section
              3.	
              Principles
                Applicable to the Collateral.
                The parties agree that, at all times during the term of this Agreement,
                the following provisions shall be applicable to the
                Collateral:

            


    

    


    
      	 	
              (a)

            	
              The
                Debtor covenants and agrees that it will keep accurate and complete
                books
                and records concerning the Collateral owned by it in accordance with
                generally accepted accounting principles, consistently
                applied.

            


    

    


    
      	 	
              (b)

            	
              The
                Secured Party shall have the right to review the books and records
                of the
                Debtor pertaining to the Collateral and to copy and make excerpts
                therefrom, all at such times and as often as the Secured Party may
                reasonably request upon three (3) business days’ written
                notice.

            


    

    


    
      	 	
              (c)

            	
              The
                Debtor shall maintain and keep (i) its principal place of business
                and its
                chief executive office, (ii) its records concerning the Collateral
                and
                (iii) its Collateral at the address set forth on the first page of
                this
                Agreement and at no other location, without the prior written consent
                of
                the Secured Party.

            


    

    


    
      	 	
              (d)

            	
              Notwithstanding
                the security interest in the Collateral granted to and created in
                favor of
                the Secured Party under this Agreement, the Debtor shall have the
                right,
                until one or more Events of Default shall occur, to sell, lease or
                otherwise dispose of the Collateral in the ordinary course of the
                Debtor’s
                business.

            


    

    


    
      	 	
              (e)

            	
              Notwithstanding
                the security interest in the Collateral granted to and created in
                favor of
                the Secured Party under this Agreement, the Debtor shall have the
                right,
                until such time as the Secured Party shall have notified the Debtor
                that
                it has revoked such right based upon an Event of Default at its own
                cost
                and expense to collect any and all accounts of the Debtor comprising
                the
                Collateral (the “Accounts”).

            


    

    


    
      	 	
              (f)

            	
              The
                Secured Party shall have the right after an Event of Default has
                occurred
                (i) to revoke the right of the Debtor granted under subsection (e)
                of this
                Section 3 by written notice to the Debtor to such effect, (ii) to
                take
                over and direct collection of any and all Accounts of the Debtor,
                (iii) to
                give notice of the Secured Party’s security interest in such Accounts to
                any or all persons obligated to the Debtor thereon, (iv) to direct
                such
                persons to make payment of such Accounts directly to the Secured
                Party and
                (v) to take control of such Accounts and any proceeds
                thereof.

            


    

     

    
      
        	 	 
	
                Security
                  Agreement –National Investment Managers, Inc.

              	
                Page 4
                  of 11

              


      

       

    

    
      
        

      

    

    
    

     

    
      	 	
              (g)

            	
              The
                Secured Party shall have the right after an Event of Default to cause
                a
                non-interest bearing bank account entitled “Cash Collateral Account” (the
                “Collateral
                Account”)
                to be opened and maintained for the Debtor at the principal office
                of the
                Secured Party. All cash proceeds received by the Secured Party from
                the
                Debtor pursuant to subsection (h) of this Section 3 or directly from
                persons obligated on Accounts pursuant to subsection (f) of this
                Section 3
                shall be deposited in the Collateral Account as further security
                for the
                payment of the Obligations. The Secured Party shall have sole dominion
                and
                control over all funds deposited in the Collateral Account, and such
                funds
                may be withdrawn therefrom only by the Secured Party; provided, however,
                that until an Event of Default shall occur, all collected funds on
                deposit
                in the Collateral Account, or so much thereof as is not required
                to make
                payments on the Obligations which have become due and payable, shall
                be
                withdrawn by the Secured Party on the business day next following
                the day
                on which the Secured Party considers the funds deposited therein
                to be
                collected funds and disbursed to the Debtor or its
                order.

            


    

    


    
      	 	
              (h)

            	
              Upon
                notice by the Secured Party to the Debtor that the Collateral Account
                has
                been opened in accordance with subsection (g) of this Section 3,
                the
                Debtor shall cause all cash proceeds collected by it to be delivered
                to
                the Secured Party forthwith upon receipt, in the original form in
                which
                received, bearing such endorsements or assignments by the Debtor
                as may be
                necessary to permit collection thereof by the Secured Party, and
                for such
                purpose the Debtor hereby irrevocably authorizes and empowers the
                Secured
                Party, its officers, employees and authorized agents, to endorse
                and sign
                the name of the Debtor on all checks, drafts, money orders or other
                media
                of payment so delivered and such endorsements or assignments shall,
                for
                all purposes, be deemed to have been made by the Debtor prior to
                any
                endorsement or assignment thereof by the Secured Party. The Secured
                Party
                may use any convenient or customary means for the purpose of collecting
                such checks, drafts, money orders or other media of
                payment.

            


    

    


    
      	Section
              4.	
              Certain
                Covenants.
                Until payment in full of the Obligations, the Debtor agrees
                that:

            


    

    


    
      	 	
              (a)

            	
              The
                Debtor has and will have good and marketable title to the Collateral
                from
                time to time owned or acquired by it, free and clear of all liens,
                encumbrances and security interests, except security interests granted
                to
                and created in favor of the Secured Party and as otherwise set forth
                in
                that certain Revolving Line of Credit and Term Loan Agreement of
                even date
                herewith by and between Debtor and Secured Party. The Debtor shall
                defend
                such title against the claims and demands of all
                persons.

            


    

     

    
      
        	 	 
	
                Security
                  Agreement –National Investment Managers, Inc.

              	
                Page 5
                  of 11

              


      

       

    

    
      
        

      

    

    
    

     

    
      	 	
              (b)

            	
              The
                Debtor shall not, without the prior written consent of the Secured
                Party,
                (i) borrow against the Collateral from any person, firm or corporation
                other than the Secured Party, (ii) create, incur, assume or suffer
                to
                exist any mortgage, lien, charge or encumbrance on, or security interest
                in, or pledge of or conditional sale or other title retention agreement
                with respect to any of the Collateral, except the security interest
                created hereunder, (iii) permit any levy or attachment to be made
                against
                any of the Collateral except a levy or attachment relating to this
                Agreement, unless removed within sixty (60) days after written notice
                by
                   Secured Party to Debtor, (iv) permit any financing statement to
                be on file
                with respect to any of the Collateral, except financing statements
                in
                favor of the Secured Party, or (v) permit any transfer of Collateral
                without the consent of the Secured
                Party.

            


    

     

    
      	 	
              (c)

            	
              The
                Debtor shall faithfully preserve and protect the Secured Party’s security
                interest in the Collateral and shall, at its own cost and expense,
                cause
                said security interest to be perfected and continued perfected, and
                for
                such purpose, the Debtor shall from time to time at the request of
                the
                Secured Party execute and file or record, or cause to be filed or
                recorded, or authorize the Secured Party to execute and file or record,
                such instruments, documents and notices, including, without limitation,
                financing statements and continuation statements, as the Secured
                Party may
                deem necessary or advisable in order to perfect and continue perfected
                said security interest. The Debtor shall do all such other acts and
                things
                and execute and deliver all such other instruments and documents,
                including, without limitation, further security agreements, pledges
                and
                assignments, as the Secured Party may reasonably deem necessary or
                advisable from time to time in order to perfect and preserve the
                priority
                of said security interest as a first lien security interest in the
                Collateral prior to the rights of all persons therein or thereto.
                The
                Secured Party is hereby appointed attorney-in-fact for the Debtor
                to do
                all acts and things which it may deem necessary or advisable to preserve,
                perfect and continue perfected its security interest in the Collateral,
                including, without limitation, the signing and recording of financing
                and
                other similar statements.

            


    

        

    
      	 	
              (d)

            	
              Risk
                of loss of, damage to or destruction of the Collateral is on the
                Debtor.
                The Debtor shall insure the Collateral against such risks and casualties
                and in such amounts and with such insurers as acceptable to Secured
                Party
                in its reasonable discretion. All such policies of insurance shall
                contain
                loss payable clauses in favor of the Debtor and the Secured Party
                as their
                respective interests may appear, and show Secured Party as an additional
                insured on the liability portion of said policy, and such policies
                or
                certificates evidencing the same shall be deposited with the Secured
                Party
                immediately upon the request of the Secured Party. If the Debtor
                fails to
                effect and keep in full force and effect such insurance or fails
                to pay
                the premiums thereon when due, the Secured Party may do so for the
                account
                of the Debtor and add the cost thereof to the Obligations. The Debtor
                hereby assigns and sets over unto the Secured Party all monies which
                may
                become payable on account of such insurance, including, without
                limitation, any return of unearned premiums which may be due upon
                cancellation of any such insurance, and authorizes the Secured Party
                to
                direct the insurers to pay the Secured Party any amount so due. The
                Secured Party, its officers, employees and authorized agents, are
                hereby
                irrevocably appointed attorney-in-fact of the Debtor to endorse any
                draft
                or check which may be payable to the Debtor in order to collect the
                proceeds of such insurance or any return of unearned premiums. Such
                proceeds shall be applied to the payment or prepayment of the Obligations.
                Any balance of insurance proceeds remaining in the possession of
                the
                Secured Party after payment in full of the Obligations shall be paid
                to
                the Debtor or order.

            


    

     

    
      
        	 	 
	
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                  Agreement –National Investment Managers, Inc.

              	
                Page 6
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              (e)

            	
              The
                Debtor assumes full responsibility for taking any and all necessary
                steps
                to preserve its rights in the Accounts against account debtors. The
                Secured Party shall be deemed to have exercised reasonable care in
                the
                custody and preservation of such of the Collateral as may be in its
                possession if it takes such action for that purpose as the Debtor
                shall
                request in writing, provided that such requested action shall not,
                in the
                reasonable judgment of the Secured Party, impair the Secured Party’s
                security interest in the Collateral or its rights in, or the value
                of, the
                Collateral, and provided further that such written request is received
                by
                the Secured Party in sufficient time to permit it to take the requested
                action.

            


    

    


    
      	 	
              (f)

            	
              The
                Debtor shall maintain each item of Collateral in good condition and
                repair
                and shall pay and discharge all taxes, levies and other impositions
                levied
                or assessed thereon as well as the cost of repairs to or maintenance
                of
                the same. If the Debtor fails to do so, the Secured Party may pay
                the cost
                of such repairs or maintenance and such taxes, levies or other impositions
                for the account of the Debtor and add the amount thereof to the
                Obligations.

            


    

    


    
      	Section
              5.	
              Events
                of Default.

            


    

    


    
      	 	
              (a)

            	
              If
                one or more Events of Default shall occur, then, and in any such
                event,
                the Secured Party may forthwith proceed to exercise any one or more
                of the
                rights and remedies afforded a secured party by the Code and such
                other
                rights and remedies which it may have at law or in equity, under
                this
                Agreement, all of which rights and remedies shall, to the full extent
                permitted by law, be cumulative. Without limitation upon the foregoing,
                the Secured Party shall have the right without demand or prior notice
                to
                the Debtor or any other person, except as otherwise required by law
                (and
                if notice is required by law, after ten (10) days’ prior written notice to
                the Debtor at its address hereinafter set forth) and without prior
                judicial hearing or legal proceedings, all of which the Debtor hereby
                expressly waives:

            


    

     

    
      
        	 	 
	
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                  Agreement –National Investment Managers, Inc.

              	
                Page 7
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              (i)

            	
              to
                enter any premises where Collateral is located and to take possession
                and
                control of the same;

            


    

    


    
      	 	
              (ii)

            	
              to
                enforce collection, at the Debtor’s expense and either in the name of the
                Secured Party or the name of the Debtor, of any or all of the Accounts
                by
                suit or otherwise, to surrender, release or exchange all or any part
                thereof, or to compromise or extend or renew (whether or not longer
                than
                the original period) any indebtedness
                thereunder;

            


    

    


    
      	 	
              (iii)

            	
              to
                take over and perform any contract of the Debtor and to take control
                of
                any and all Accounts and proceeds arising
                therefrom;

            


    

    


    
      	 	
              (iv)

            	
              to
                sell all or any portion of the Collateral at public or private sale
                at
                such place or places and at such time or times and in such manner
                and upon
                such terms, whether for cash or credit, as the Secured Party in its
                sole
                discretion may determine; and

            


    

    


    
      	 	
              (v)

            	
              to
                endorse in the name of the Debtor any instrument, howsoever received
                by
                the Secured Party, representing proceeds of any of the
                Collateral.

            


    

    


    The
      Secured Party shall apply the proceeds of any sale or other disposition of
      any
      realization of the Collateral after default first to the payment of the
      reasonable costs and expenses incurred by the Secured Party in connection with
      such sale or other disposition or realization, including reasonable attorneys’
fees and legal expenses, second to the repayment of the Obligations to the
      Secured Party, whether on account of principal or interest or otherwise as
      the
      Secured Party in its sole discretion may elect, and then to the payment of
      the
      balance, if any, as required by law. If the proceeds of any such sale or other
      disposition of the Collateral are insufficient to pay the Obligations and the
      Secured Party’s reasonable costs hereunder, the Debtor shall be liable for any
      deficiency.

    


    
      	 	
              (b)

            	
              Upon
                the occurrence of any Event of Default, the Debtor shall promptly
                upon
                demand by the Secured Party assemble the Collateral and make it available
                to the Secured Party at a place to be designated by the Secured Party
                which shall be reasonably convenient to both parties. The right of
                the
                Secured Party under this Section to have the Collateral assembled
                and made
                available to it is the essence of this Agreement, and the Secured
                Party
                may, at its election, enforce such right by a bill in equity for
                specific
                performance.

            


    

    


    
      	Section
              6.	
              Defeasance.
                Upon payment in full of the Obligations, this Agreement shall terminate
                and be of no further force or effect. Until such time, however, this
                Agreement shall be binding upon and inure to the benefit of the parties
                hereto and their respective successors and
                assigns.

            


    

     

    
      
        	 	 
	
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                  Agreement –National Investment Managers, Inc.

              	
                Page 8
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      	Section
              7.	
              Subrogation
                and Marshaling.
                The Debtor hereby waives, surrenders and agrees not to claim or enforce,
                so long as the Obligations or any portion thereof remains outstanding,
                (a)
                any right to be subrogated in whole or in part to any right or claim
                of
                the holder of any part of the Obligations and (b) any right to require
                marshaling of any assets of the Debtor which right of subrogation
                or
                marshaling might otherwise arise from any payment to the holder of
                any
                part of the Obligations arising out of the enforcement of the security
                interest granted hereby, or any other mortgage or security interest
                granted by the Debtor or any other person to the Secured Party, or
                the
                liquidation of or the realization upon the Collateral, any other
                collateral granted by the Debtor or any other person to the Secured
                Party,
                or any part thereof.

            


    

    


    
      	Section
              8.	
              Severability.
                If any provision of this Agreement shall for any reason be held invalid
                or
                unenforceable, such invalidity or unenforceability shall not affect
                any
                other provision hereof, but this Agreement shall be construed as
                if such
                invalid or unenforceable provision had never been contained
                herein.

            


    

    


    
      	Section
              9.	
              No
                Waiver; Rights Cumulative.
                No failure or delay on the part of the Secured Party in exercising
                any
                right, remedy, power or privilege hereunder shall operate as a waiver
                thereof or of any other right, remedy, power or privilege hereunder;
                nor
                shall any single or partial exercise of any such right, remedy, power
                or
                privilege preclude any other or further exercise thereof or of any
                other
                right, remedy, power or privilege. The rights and remedies of the
                Secured
                Party under this Agreement are cumulative and not exclusive of any
                rights
                or remedies which it may otherwise have. No modification or waiver
                of any
                provision of this Agreement nor consent to any departure by the Debtor
                therefrom shall be effective unless the same shall be in writing,
                and then
                such waiver or consent shall be effective only in the specified instance
                and for the specific purpose for which
                given.

            


    

    


    
      	Section
              10.	
              Notices.
                Any notice, request, demand or other communication required or permitted
                hereunder shall be given in writing by delivering the same in person
                to
                the intended addressee, by overnight courier service with guaranteed
                next
                day delivery or by certified United States Mail, postage prepaid
                or
                telegram sent to the intended addressee at the applicable address
                set
                forth on Page 1 hereof or to such different address as either Debtor
                or
                Secured Party shall have designated by written notice to the other
                sent in
                accordance herewith. Such notices shall be deemed given when received
                or,
                if earlier, in the case of delivery by courier service with guaranteed
                next day delivery, the next day or the day designated for delivery,
                or in
                the case of delivery by certified United States mail, two days after
                deposit therein.

            


    

     

    
      
        	 	 
	
                Security
                  Agreement –National Investment Managers, Inc.

              	
                Page 9
                  of 11

              


      

       

    

    
      
        

      

    

    
    

     

    
      	Section
              11.	
              Governing
                Law.
                The Code shall govern the attachment, perfection and the effect of
                attachment and perfection of the Secured Party’s interest in the
                Collateral, and the rights, duties and obligations of the Debtor
                and the
                Secured Party with respect thereto. This Agreement shall be deemed
                to be a
                contract under the laws of the Commonwealth of Massachusetts, and
                the
                execution and delivery hereof and, to the extent not inconsistent
                with the
                preceding sentence, the terms and provisions hereof, shall be governed
                by
                and construed in accordance with the laws of the Commonwealth of
                Massachusetts.

            


    

    


    
      	Section
              12.	
              Survival.
                All representations, warranties, covenants and agreements contained
                herein
                or made in writing in connection herewith shall survive the execution
                and
                delivery of this Agreement and the extension of the
                Loans.

            


    

     

    [Signatures
      on following page]

     

    
      
        	 	 
	
                Security
                  Agreement –National Investment Managers, Inc.

              	
                Page
                  10 of 11

              


      

       

      
        
          

        

      

      
      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement under seal the day
      and
      year first above written.

    


    
      	 	
              DEBTOR:

            
	 	 
	 	
              NATIONAL
                INVESTMENT MANAGERS INC.

            
	 	 
	 	 
	 	
            	
              By:
                /s/Steven Ross

            
	
              Witness

            	 	
              Name:

            	
              Steven
                Ross

            
	 	 	
              Title:

            	
              CEO

            
	 	 
	 	 
	 	
              SECURED
                PARTY:

            
	 	 
	 	
              RBS
                CITIZENS, NATIONAL ASSOCIATION

            
	 	 
	 	 
	 	
            	
              By:
                /s/David Bugbee

            
	
              Witness
                

            	 	
              David
                J. Bugbee, Senior Vice President

            


    

     

    
      
        	 	 
	
                Security
                  Agreement –National Investment Managers, Inc.

              	
                Page
                  11 of 11