FEE
      AGREEMENT

     

    This
      FEE
      AGREEMENT
      (the
      "Agreement"),
      dated
      as of November 30, 2007, is made by and between NATIONAL
      INVESTMENT MANAGERS INC.,
      a
      Florida corporation (the "Company")
      and
      the Investors
      (as defined therein) party thereto (as used herein, each a “Holder”
and
      collectively, the “Holders”).

    


    In
      connection with the entering into of that certain Securities Purchase and Loan
      Agreement (the “Purchase and Loan Agreement”),
      dated
      as of the date hereof, among the Company and the Holders, the Company hereby
      agrees to pay to the Holders, and/or their assignees pursuant to Section 1
      hereof, a fee (the "Fee"),
      the
      terms and conditions of which shall be governed by this Agreement. The Holders
      shall have all the rights, and be entitled to all of the benefits and subject
      to
      all of the obligations under the Purchase and Loan Agreement with respect to
      such Fee, as well as the rights, benefits and obligations of a Holder hereunder.
      Capitalized terms not defined herein shall have the meaning given such terms
      in
      the Purchase and Loan Agreement.

    


    SECTION
      1. FEE.

    


    1.1.  Right to Payment.
      At any
      time after the earlier of (i) the Maturity Date and (ii) the date of
      consummation of a Capital Transaction, or on such earlier date as may be
      determined under Section 10.2(b) or 11.7 of the Purchase and Loan Agreement,
      the
      Majority Holders may, by notice to the Company (a “Notice”),
      demand payment of the Fee, determined as provided herein. Except to the extent
      prohibited by applicable law, the Company will provide the Holders (on a
      confidential basis) upon request, at any time on or after the date of delivery
      of a notice of a Capital Transaction as provided in Section 11.7 of the Purchase
      and Loan Agreement, all information that may be material to the decision to
      request the Fee hereunder, including, without limitation, any plans or proposals
      for any Qualified Public Offering, any mergers of, sales of assets by,
      acquisitions of or by the Company or any of its Subsidiaries, and substantial
      sales of any equity by the Company’s stockholders. The Fee shall be a dollar
      amount equal to the Fee Amount determined in accordance with Section 1.3
      hereof.

    


    1.2.  Fee;
      Payment.
      Payment
      of the Fee shall take place (i) not more than 90 days after the date that a
      Notice is received by the Company as the Company shall specify by notice to
      the
      Holders, or at such other time as the Repurchase Price has been determined
      in
      accordance with and as described in the Purchase and Loan Agreement, or (ii)
      at
      such other time and place upon which the Holders entitled to payment of the
      Fee
      and the Company may agree (the "Payment Closing Date").
      At
      the closing under this Section 1.2, the Company shall pay to the Holders the
      Fee
      Amount in cash pro rata in accordance with the percentages set forth on
Schedule
      1
      hereto.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    1.3.  Fee Amount.
      The
      aggregate amount to be paid to the Holders pursuant to Section 1.1 hereof (the
      “Fee
      Amount”)
      shall
      be an amount (which amount shall not be less than zero) equal to the Preliminary
      Fee Amount (as defined below) multiplied
      by
      1.42.
      For purposes hereof, the “Preliminary
      Fee Amount”
shall
      be an amount equal to (a) the product of (i) the Applicable Percentage
multiplied
      by
      (ii) the
      Equity Value, less
      (b) the
      Aggregate Exercise Price, less
      (c) the
      difference between (A) the product of (x) the Repurchase Price per Warrant
      Share
      (determined in accordance with and as provided in the Purchase and Loan
      Agreement) multiplied
      by
      (y) the
      number of shares of Common Stock issuable upon the exercise of the then
      Exercisable Warrants, and (B) the Aggregate Exercise Price. An example of
      determination of the Fee Amount is set forth for illustrative purposes on
Schedule
      2
      hereto.

    


    For
      purposes of this Section 1.3, the following terms shall have the following
      meanings:

    


    “Aggregate
      Exercise Price”
means
      the aggregate Exercise Price (as defined in the applicable Warrants and
      determined as of the date of the Notice) payable upon exercise of the
      Exercisable Warrants.

    


    “Applicable
      Percentage”
means
      the percentage of the Company’s shares of Common Stock (calculated by assuming
      the exercise of all then outstanding options, warrants and convertible
      securities) issued or issuable upon exercise of the Exercisable Warrants,
      determined as of the date of the Notice.

    


    “Equity
      Value”
means
      the sum of (i) the product of (x) the Repurchase Price per Warrant Share
      (calculated in accordance with the Purchase and Loan Agreement) multiplied
      by
      (y) the
      number of shares of Common Stock outstanding on a Fully-Diluted Basis as of
      the
      date of the Notice and (ii) the aggregate liquidation preference (including
      all
      accrued and unpaid dividends thereon and any accrued and unpaid fees relating
      thereto) attributable to shares of the Company’s outstanding preferred stock
      which are not deemed to be converted for purposes of calculating outstanding
      shares on a Fully-Diluted Basis.

    


    “Exercisable
      Warrants”
means
      those Warrants with a current Exercise Price which is less than the Repurchase
      Price, determined as of the date of the Notice.

    


    1.4.  Additional
      Payments Subsequent Upon Capital Transactions.
      If at
      any time within six (6) months after any Payment Closing Date with respect
      to
      any payment of the Fee, a Capital Transaction occurs, or the Company or any
      of
      its Subsidiaries enter into any agreement or letter of intent contemplating
      a
      Capital Transaction, the Company shall, simultaneously with the consummation
      of
      any Capital Transaction or at such later time as any payment described below
      is
      received by the Company or its stockholders, make an additional payment to
      the
      Holder of an amount (with respect to which a payment of the Fee had been made)
      equal to the excess, if any, of (a) the value of the cash, securities and other
      property that the Holder would have received if the Fee had not been paid to
      such Holder at such Payment Closing Date and the Holder had instead been paid
      the Fee at the time of the Capital Transaction or such later time as any
      payments received by the stockholders of the Company in connection with such
      Capital Transaction or transaction contemplated hereby occurs in an amount
      equal
      to that calculated pursuant to Section 1.3 over (b) the payment received by
      the
      Holder on such Payment Closing Date pursuant to Section 1.2 hereof. Each payment
      to such Holder pursuant to this Section 1.4 shall be made in cash.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    1.5.  Payment.
      In
      the
      event that any portion of the Fee Amount is not paid in connection with a demand
      for the Fee pursuant to a Notice, the Holders shall retain all of their rights
      hereunder, as to that portion of the Fee Amount not paid; provided that
      the
      Majority Holders shall be entitled to rescind their Notice with respect to
      all
      or a portion of such unpaid Fee Amount by notice to the Company (a “Rescission Notice”).
      Interest on any unpaid portion of the Fee Amount shall accrue from the date
      that
      is 90 days after the date on which the Company receives the Notice until the
      date that is the earlier of the date that (i) such unpaid Fee Amount, and all
      interest accrued thereon, has been paid, in full and (ii) the Company receives
      a
      Rescission Notice with respect to such unpaid Fee Amount, at the rate of 18%
      per
      annum, compounded on a quarterly basis to the extent permitted by law and
      payable on demand.

    


    1.6.  Limitations
      on Ability to Pay.
      The
      Company hereby agrees that it shall not enter into any document, instrument
      or
      agreement, other than the Intercreditor Agreement and the Senior Documents,
      which would in any manner restrict the Company's ability to pay to the Holders
      the Fee Amount when due and payable. 

    


    1.7.
      Repurchase
      Price.
      For
      purposes of this Section 1, and the calculation of any amounts payable
      hereunder, it shall not be relevant whether the provisions of Section 11 of
      the
      Purchase and Loan Agreement have become effective in accordance with the terms
      thereof (including for purposes of determining the Repurchase Price thereunder),
      and all calculations described in this Section 1 shall be made as if those
      provisions were in full force and effect on and after the date
      hereof.

    


    SECTION
      2.  NOTICES.
       Any
      notice pursuant to this Agreement to the Company, or any Holder shall be in
      writing and shall be deemed to have been properly delivered if either personally
      delivered or sent by facsimile, overnight courier or mailed certified or
      registered mail, return receipt requested, postage prepaid, when addressed
      to
      them at their respective addresses for notices set forth in the Purchase and
      Loan Agreement (or such other address as any of them may designate by written
      notice to the others, in accordance herewith), or if all or part of the Fee
      has
      been transferred to any other Holder, to such other Holder at the address
      provided by such Holder in the transfer notice. Any such notice shall be
      effective (a) if delivered personally or by facsimile, when received, (b) if
      sent by overnight courier, when receipted for, and (c) if mailed as described
      above, five (5) days after being so mailed.

    


    SECTION
      3.  RESTRICTIONS
      ON TRANSFER.
      A
      Holder’s interest in the Fee shall be transferable, in whole or in part, by the
      Holder to any Person; provided that
      no
      Holder shall transfer its interest in the Fee in violation of any applicable
      laws or regulations.

    


    SECTION
      4.  CONSENT
      TO JURISDICTION.
       THE
      COMPANY HEREBY AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS
      IN
      AND OF THE COMMONWEALTH OF MASSACHUSETTS OVER ANY SUIT, ACTION OR PROCEEDING
      EXISTING UNDER OR RELATING TO THIS AGREEMENT, THE SECURITIES OR ANY OF THE
      OTHER
      FINANCING AGREEMENTS, AND CONSENTS THAT SERVICE OF PROCESS WITH RESPECT TO
      ALL
      COURTS IN AND OF THE COMMONWEALTH OF MASSACHUSETTS MAY BE MADE BY REGISTERED
      MAIL TO IT AT ITS ADDRESS DETERMINED PURSUANT TO SECTION 2
      HEREOF.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    SECTION
      5.  MISCELLANEOUS.
      This
      Agreement and the other Related Agreements set forth the entire understanding
      of
      the parties hereto with respect to the transactions contemplated hereby and
      supersede any prior written or oral understandings with respect thereto. The
      invalidity or unenforceability of any term or provision hereof shall not affect
      the validity or enforceability of any other term or provision hereof. The
      headings in this Agreement are for convenience of reference only and shall
      not
      alter or otherwise affect the meaning hereof. THIS
      AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND MAY BE EXECUTED
      IN ANY NUMBER OF COUNTERPARTS WHICH TOGETHER SHALL CONSTITUTE ONE INSTRUMENT
      AND
      SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC SUBSTANTIVE
      LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT GIVING EFFECT TO ANY CHOICE
      OR
      CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE
      DOMESTIC SUBSTANTIVE LAWS OF ANY OTHER STATE, AND SHALL BIND AND INURE TO THE
      BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
      ASSIGNS.

    


    SECTION
      6. SECURITY.
      This
      Agreement is, as further described in Section 3.6 of the Purchase and Loan
      Agreement, secured by the Collateral pledged pursuant to the Security Documents.
      The Holder is entitled to enforce the provisions of the Purchase and Loan
      Agreement and to enjoy the benefits thereof, and of the Security Documents
      and
      other Financing Agreements, and may exercise the respective remedies provided
      for hereby and thereby or otherwise available in respect hereof and thereof,
      all
      in accordance with the respective terms thereof.

    


    SECTION
      7. SUBORDINATION.
      PAYMENTS
      MADE PURSUANT TO THIS AGREEMENT AND OTHER AMOUNTS RELATING TO THIS AGREEMENT
      HAVE BEEN SUBORDINATED TO PRIOR PAYMENT OF THE SENIOR DEBT IN THE MANNER, AND
      TO
      THE EXTENT, SET FORTH IN THE INTERCREDITOR AGREEMENT.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have caused this Agreement to be duly executed, as of November __,
      2007.

    


    
      	
              NATIONAL
                INVESTMENT MANAGERS INC.

            
	 	 
	 	 
	
              By:

            	
              /s/Steven
                Ross

            
	 	
              Name:Steven
                Ross

            
	 	
              Title:
                CEO

            
	 	 
	
              WOODSIDE
                CAPITAL PARTNERS IV, LLC, 

              as
                a Holder

            
	 	 
	
              By:

            	
              Woodside
                Opportunity Partners, LLC, its Manager

            
	
              By:

            	
              Woodside
                Capital Management, LLC, its Manager 

            
	 	 
	
              By:
                

            	
              /s/Daphne
                Firth

            
	
              Name:
                Daphne
                Firth

            
	
              Title:
                Executive
                Vice President

            
	 	 
	 	 
	
              WOODSIDE
                CAPITAL PARTNERS IV QP, 

              LLC,
                as a Holder

            
	 	 
	
              By:

            	
              Woodside
                Opportunity Partners, LLC, its Manager

            
	
              By:

            	
              Woodside
                Capital Management, LLC, its Manager 

            
	 	 
	
              By:
                

            	
              /s/Daphne
                Firth

            
	
              Name:
                Daphne
                Firth

            
	
              Title:
                Executive
                Vice President

            
	 	 
	 	 
	
              LEHMAN
                COMMERCIAL PAPER INC., as
                a 

              Holder

            
	 	 
	 	 
	
              By:

            	
              /s/George
                Janes

            
	
               

            	
              Name:
                George Janes

            
	
               

            	
              
                
                  Title:
                    Chief Credit Officer

                

              

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    
    

     

    
      	
              WOODSIDE
                AGENCY SERVICES, LLC, as
                

              Collateral
                Agent

            
	 	 
	
              By:

            	
              Woodside
                Capital Management, LLC, its Manager

            
	 	 
	
              By:
                

            	
              /s/Daphne
                Firth

            
	
              Name:
                Daphne
                Firth

            
	
              Title:
                Executive
                Vice President

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    Schedule
      1

    


    Fee
      Percentages

     

    
      	
              Holder

            	 	
              Percentage

            	 
	 	 	 	 
	
              Woodside
                Capital Partners IV, LLC

            	 	 	
              22.8

            	
              %

            
	 	 	 	 	 
	
              Woodside
                Capital Partners IV QP, LLC

            	 	 	
              27.2

            	
              %

            
	 	 	 	 	 
	
              Lehman
                Commercial Paper Inc.

            	 	 	
              50.0

            	
              %

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    Schedule
      2

    


    Example
      of Calculation of Fee Amount

    


    Assumptions:

    
      	
            	i.	
              Company
                sold for $55,000,000, net of any assumed
                debt

            


    

    
      	
            	ii.	
              Total
                outstanding shares as of sale
                35,539,020

            


    

    
      	
            	iii.	
              Fully
                Diluted Shares: 
61,203,138

            


    

    
      	
            	iv.	
              Fully
                Diluted Shares assuming Preferreds Convert: 
                95,713,146

            


    

    
      	
            	v.	
              $.50
                Warrant with right to acquire 5,742,789
                shares

            


    

    
      	
            	vi.	
              $1.00
                Warrant with right to acquire
                3,828,526shares

            


    

    
      	
            	vii.	
              $1.50 
                Warrant with right to acquire 1,914,263
                shares

            


    

    
      	
            	viii.	
              Preferred
                Shares do not convert given higher liquidation preference than conversion
                value.

            


    

    
      	
            	ix.	
              Liquidation
                Preference: $34,510,008

            


    

    
      
        	
              	x.	
                Accrued
                  and unpaid dividends and Fees on preferred shares equal
                  $3,000,000

              


      

    

    
      	
            	xi.	
              Only
                Exercisable Warrants are the .50
                Warrant.

            


    

    
      	
            	xii.	
              Aggregate
                Exercise Price equals
                $2,871,394

            


    

    
      	
            	xiii.	
              Aggregate
                consideration to be paid to the Company upon the exercise of all
                then
                exercisable outstanding warrants, options or convertible securities
                :
                $18,137,524

            


    

    


    Calculation
      of definitions

    Applicable
      Percentage: 5,742,789 divided by 95,713,146 equals 6%

    Repurchase
      Price per Warrant Share: ($55,000,000 - $34,510,008 - $3,000,000 + $18,137,524)/
      61,203,138= $.582 / share

    Equity
      Value:  $.582* 61,203,138 + $34,510,008 + $3,000,000 =
      $73,137,524

    Preliminary
      Fee Amount :  (6% *  $73,137,524) - $2,871,394 - ($.582 * 5,742,789 -
      $2,871,394) = $1,045,264.40

    Fee
      Amount: $1,045,264.40* 1.42 = 1,484,275.45

     

    
      
        
        

      

      
        -8-