REGISTRATION RIGHTS AGREEMENT

     

    This
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
      dated
      as of November 30, 2007, is among (a) National Investment Managers Inc., a
      Florida corporation (the “Company”),
      (b)
Woodside
      Capital Partners IV, LLC
      (“Woodside
      IV”),
      Woodside
      Capital Partners IV QP, LLC (“Woodside
      QP”),
      and
Lehman
      Brothers Commercial Bank
      (“Lehman”,
      and
      collectively with Woodside IV and Woodside QP, the “Investors”),
      and
      (c) each other Person who becomes a party to this Agreement upon acceptance
      by
      the Company of an Instrument of Accession in the form of Schedule
      1.A
      hereto
      (an “Instrument
      of Accession”)
      executed by such Person. Each of the Investors and each other Person who becomes
      a party hereto as aforesaid are referred to collectively herein as the
“Holders”
and
      each individually as a “Holder”.

     

    This
      Agreement is made in connection with a Securities Purchase and Loan Agreement
      of
      even date herewith among the Company, the Investors and Woodside Agency
      Services, LLC, as collateral agent for the Investors (the “Purchase Agreement”).
      In
      order to induce the Investors to enter into the Purchase Agreement, the Company
      has agreed to provide the registration rights set forth in this
      Agreement.

     

    The
      parties hereby agree as follows:

     

    1. Definitions.
      As used
      herein, the following terms have the following meanings:

     

    “Commission”
means
      the Securities and Exchange Commission. 

     

    “Common Stock”
means
      collectively, (a) the Company’s Common Stock, $0.001 par value per share, and
      (b) any shares of any other class of capital stock of the Company previously
      or
      hereafter issued which are (i) not preferred as to dividends or the distribution
      of assets upon liquidation over any class of stock of the Company, (ii) not
      subject to redemption pursuant to the terms thereof, or (iii) issued to the
      holders of shares of Common Stock upon any reclassification thereof,
      reorganization, merger, sale of assets or otherwise.

     

    “Company”
has
      the
      meaning specified in the preamble hereto.

     

    “Demand Registration”
has
      the
      meaning specified in Section 2(a).

     

    “Exchange Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “Holder”
means
      one of the Holders identified in the introductory paragraph to this Agreement
      or
      such other Person to whom such Holder shall have assigned or transferred such
      Holder’s Registrable Securities and the rights and obligations hereunder in
      accordance with Section 12(g) of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Indemnified Party”
has
      the
      meaning specified in Section 8(c) hereof.

     

    “Indemnifying Party”
has
      the
      meaning specified in Section 8(c) hereof.

     

    “Instrument of Accession”
has
      the
      meaning specified in the preamble hereto.

     

    “Person”
means
      any individual, partnership, corporation, limited liability company, trust
      or
      unincorporated organization, or a government or agency or political subdivision
      thereof.

     

    “Piggyback Registration”
has
      the
      meaning specified in Section 3(a).

     

    “Prospectus”
means
      the prospectus included in any Registration Statement, as amended or
      supplemented by any Prospectus supplement with respect to the terms of the
      offering of any portion of the Registrable Securities covered by such
      Registration Statement and all other amendments and supplements to the
      Prospectus, including post-effective amendments, and all material incorporated
      by reference in such Prospectus.

     

    “Public
      Sale”
means
      any sale of Common Stock to the public pursuant to a public offering registered
      under the Securities Act, or to the public through a broker or market-maker
      pursuant to the provisions of Rule 144 (or any successor rule) adopted under
      the
      Securities Act.

     

    “Purchase Agreement”
has
      the
      meaning specified in the preamble hereto.

     

    “registered”
and
      “registration”
means
      a
      registration effected by preparing and filing a Registration Statement in
      compliance with the Securities Act and the declaration or ordering by the
      Commission of effectiveness of such Registration Statement.

     

    “Registrable
      Securities”
means,
      at any time, all of the then issued and outstanding (a) shares of Common
      Stock held by any Holder on the date hereof, (b) capital stock or other
      securities into which or for which any such shares of Common Stock shall have
      been converted or exchanged pursuant to any recapitalization, reorganization
      or
      merger of the Company, and (c) shares of capital stock issued with respect
      to the foregoing pursuant to a stock split or stock dividend, provided
      that the
      foregoing capital stock shall be Registrable Securities only so long as such
      capital stock has not been sold pursuant to a Public Sale, and provided
      further
      that the
      foregoing capital stock shall cease to be Registrable Securities upon the
      assignment of rights or obligations hereunder in violation of the terms of
      this
      Agreement.

     

    “Registration Expenses”
has
      the
      meaning specified in Section 7(a).

     

    “Registration Statement”
means
      any registration statement of the Company which covers any of the Registrable
      Securities pursuant to the provisions of this Agreement including the
      Prospectus, amendments and supplements to such Registration Statement, including
      post-effective amendments, all exhibits and all material incorporated by
      reference in such Registration Statement.

     

    
      
        
        

      

      
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    “Securities Act”
means
      the Securities Act of 1933, as amended.

     

    “Underwriters’
      Maximum Number”
means,
      for any Piggyback Registration, Demand Registration or other registration which
      is an underwritten registration, that number of securities to which such
      registration should, in the opinion of the managing underwriters of such
      registration in the light of marketing factors, be limited.

     

    2. Demand Registration.

     

    (a) Request for Demand Registration.

     

    (i) Subject
      to the limitations contained in the following paragraphs of this Section 2,
      the
      Holders of a majority of Registrable Securities then outstanding may, at any
      time and from time to time, give to the Company, pursuant to this subparagraph
      (i), a written request for the registration by the Company under the Securities
      Act of all or any part of the Registrable Securities of such Holder (such
      registration being herein called a “Demand Registration”).
      Within ten (10) days after the receipt by the Company of any such written
      request, the Company will give written notice of such registration request
      to
      all Holders of Registrable Securities.

     

    (ii) Subject
      to the limitations contained in the following paragraphs of this Section 2,
      after the receipt of such written request for a Demand Registration, (A) the
      Company will be obligated and required to include in such Demand Registration
      all Registrable Securities with respect to which the Company shall receive
      from
      Holders of Registrable Securities, within thirty (30) days after the date on
      which the Company shall have given to all Holders of Registrable Securities
      a
      written notice of registration request pursuant to Section 2(a)(i) hereof,
      the
      written requests of such Holders for inclusion in such Demand Registration,
      and
      (B) the Company will use its best efforts in good faith to effect promptly
      the
      registration of all such Registrable Securities. All written requests made
      by
      Holders of Registrable Securities pursuant to this subparagraph (ii) will
      specify the number of shares of Registrable Securities to be registered and
      will
      also specify the intended method of disposition thereof.

     

    (b) Limitations on Demand Registration.

     

    (i) The
      Holders of Registrable Securities will not be entitled to require the Company
      to
      effect more than two (2) Demand Registrations other than on Form S-3 (or any
      comparable form adopted by the Commission) pursuant to Section 2(a).


     

    
      
        
        

      

      
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    (ii) Any
      registration initiated by Holders of Registrable Securities as a Demand
      Registration pursuant to Section 2(a) hereof shall not count as a Demand
      Registration for purposes of Section 2(b)(i) hereof (A) unless and until such
      registration shall have become effective and all Registrable Securities required
      to be included in such registration, less limitations required by the Securities
      Exchange Commission pursuant to Rule 415 under the Securities Act, shall have
      actually been sold and (B) if such Holders withdraw their request for a Demand
      Registration at any time because such Holders (1) reasonably believed that
      the
      Registration Statement or Prospectus contained an untrue statement of a material
      fact or omitted to state a material fact required to be stated therein or
      necessary to make the statements made therein (in the case of the Prospectus,
      in
      the light of the circumstances under which they were made) not misleading,
      (2)
      notified the Company of such fact and requested that the Company correct such
      alleged misstatement or omission, and (3) the Company has refused to correct
      such alleged misstatement or omission.

     

    (iii) The
      Company shall not be obligated or required to effect the Demand Registration
      of
      any Registrable Securities pursuant to Section 2(a) hereof during the period
      commencing on the date falling thirty (30) days prior to the Company’s estimated
      date of filing of, and ending on the date 180 days following the effective
      date
      of, any Registration Statement pertaining to any underwritten registration
      initiated by the Company, for the account of the Company, if the written request
      of Holders of Registrable Securities for such Demand Registration pursuant
      to
      Section 2(a)(i) hereof shall have been received by the Company after the Company
      shall have given to all Holders of Registrable Securities a written notice
      stating that the Company is commencing an underwritten registration initiated
      by
      the Company for its own account; provided,
      however,
      that
      the Company will use its best efforts in good faith to cause any such
      Registration Statement to be filed and to become effective as expeditiously
      as
      shall be reasonably possible.

     

    (c) Priority on Demand Registrations.
      If the
      managing underwriters in any underwritten Demand Registration shall give written
      advice to the Company and the Holders of Registrable Securities that the number
      of securities proposed to be included in such registration exceeds the
      Underwriters’ Maximum Number, then: (i) the Company will be obligated and
      required, in the first instance, to include in such registration that number
      of
      Registrable Securities requested by the Holders thereof to be included in such
      registration, together with securities (“Existing Registrable Securities”
and
      together with the Registrable Securities, the “Combined Registrable Securities”)
      issued
      by the Company to holders that have registration rights (the “Existing Holders”
and
      together with the Holders, the “Combined Holders”),
      which
      does not exceed the Underwriters’ Maximum Number, and such number of Combined
      Registrable Securities shall be allocated pro rata
      among
      the Combined Holders of such Combined Registrable Securities on the basis of
      the
      number of Combined Registrable Securities requested to be included therein
      by
      each such Combined Holder; (ii) if the Underwriters’ Maximum Number exceeds the
      number of Combined Registrable Securities requested by the Combined Holders
      thereof to be included in such registration, then the Company will be entitled
      to include in such registration that number of securities which shall have
      been
      requested by the Company to be included in such registration for the account
      of
      the Company and which shall not be greater than such excess; and (iii) if the
      Underwriters’ Maximum Number exceeds the sum of the number of Combined
      Registrable Securities which the Company shall be required to include in such
      Demand Registration and the number of securities which the Company proposes
      to
      offer and sell for its own account in such registration, then the Company may
      include in such registration that number of other securities which persons
      (other than the Combined Holders as such) shall have requested be included
      in
      such registration and which shall not be greater than such excess. 

     

    
      
        
        

      

      
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    (d) Selection of Underwriters.
      If a
      written request for a Demand Registration is made pursuant to Section 2(a),
      then
      the Holders of a majority of the Registrable Securities to be included in any
      Demand Registration shall determine whether or not such Demand Registration
      shall be underwritten and shall select the investment banker(s) and managing
      underwriter(s) to administer such offering. 

     

    (e) Unlimited
      Registrations on Form S-3.
      In
      addition to the rights contained in the foregoing provisions of this Section
      2,
      Holders shall have the right, subject to the rights of the Company set forth
      below and the limitation set forth in Section 2(b)(iii) at any time and from
      time to time to request in writing a registration with respect to which the
      Registrable Securities being sold have an aggregate offering price of at least
      $3,000,000 (before underwriter’s discounts and commissions) on Form S-3 (or any
      successor form) (which request will specify the number of shares of Registrable
      Securities to be registered and will also specify the intended method of
      disposition thereof).

     

    3. Piggyback Registrations.

     

    (a) Rights to Piggyback.

     

    (i) If
      (and
      on each occasion that) the Company proposes to register any of its securities
      under the Securities Act either for the Company’s own account or for the account
      of any of its stockholders (other than for Holders of Registrable Securities
      pursuant to Section 2 hereof entitled to Demand Registrations and other than
      pursuant to a Form S-4 or Form S-8) (each such registration not withdrawn or
      abandoned prior to the effective date thereof being herein called a
“Piggyback Registration”),
      the
      Company will give written notice to all Holders of Registrable Securities of
      such proposal not later than the earlier to occur of (A) the tenth day following
      the receipt by the Company of notice of exercise of any registration rights
      by
      any persons, and (B) the thirtieth day prior to the anticipated filing date
      of
      such Piggyback Registration.

     

    
      
        
        

      

      
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    (ii) Subject
      to the provisions contained in paragraph (b) of this Section 3 and in the last
      sentence of this subparagraph (ii), (A) the Company will be obligated and
      required to include in each Piggyback Registration all Registrable Securities
      with respect to which the Company shall receive from Holders of Registrable
      Securities, within fifteen (15) days after the date on which the Company shall
      have given written notice of such Piggyback Registration to all Holders of
      Registrable Securities pursuant to Section 3(a)(i) hereof, the written requests
      of such Holders for inclusion in such Piggyback Registration, and (B) the
      Company will use its best efforts in good faith to effect promptly the
      registration of all such Registrable Securities. The Holders of Registrable
      Securities shall be permitted to withdraw all or any part of the Registrable
      Securities of such Holders from any Piggyback Registration at any time prior
      to
      the effective date of such Piggyback Registration unless such Holders of
      Registrable Securities shall have entered into a written agreement with the
      Company’s underwriters establishing the terms and conditions under which such
      Holders would be obligated to sell such securities in such Piggyback
      Registration. The Company will not be obligated or required to include any
      Registrable Securities in any registration effected solely to implement an
      employee benefit plan or a transaction to which Rule 145 of the Commission
      is
      applicable.

     

    (b) Priority on Piggyback Registrations.
      If a
      Piggyback Registration is an underwritten registration, and the managing
      underwriters shall give written advice to the Company of an Underwriters’
Maximum Number, then: (i) the Company shall be entitled to include in such
      registration that number of securities which the Company proposes to offer
      and
      sell for its own account in such registration and which does not exceed the
      Underwriters’ Maximum Number; (ii)
      if
      the Underwriters' Maximum Number exceeds the number of securities which the
      Company proposes to offer and sell for its own account in such registration,
      then the Company will be obligated and required to include in such registration
      that number of Combined Registrable Securities requested by the Combined Holders
      thereof to be included in such registration and which does not exceed such
      excess and such Combined Registrable Securities shall be allocated pro rata
      among
      the Combined Holders thereof on the basis of the number of Combined Registrable
      Securities requested to be included therein by each such Combined Holder; (iii)
      if the Underwriters' Maximum Number exceeds the sum of the number of Registrable
      Securities which the Company shall be required to include in such registration
      pursuant to clause (ii) above and the number of securities which the Company
      proposes to offer and sell for its own account in such registration,
then
      the
      Company may include in such registration that number of other securities which
      persons shall have requested be included in such registration and which shall
      not be greater than such excess.

     

    (c) Selection of Underwriters.
      In any
      Piggyback Registration, the Company shall (unless the Company shall otherwise
      agree) have the right to select the investment bankers and managing underwriters
      in such registration.

     

    4. Lockup Agreements.

     

    (a) Restrictions on Public Sale by Holders of Registrable Securities.
      Each
      Holder of Registrable Securities, if the Company or the managing underwriters
      so
      request in connection with any underwritten registration of the Company’
securities, will not, without the prior written consent of the Company or such
      underwriters, effect any public sale or other distribution of any equity
      securities of the Company, including any sale pursuant to Rule 144, during
      the
      seven (7) days prior to, and during the one hundred eighty (180) day period
      commencing on, the effective date of such underwritten registration, except
      in
      connection with such underwritten registration.

     

    
      
        
        

      

      
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    (b) Restrictions on Public Sale by the Company.
      The
      Company agrees not to effect any public sale or other distribution of its equity
      securities, or any securities convertible into or exchangeable or exercisable
      for such equity securities, during the period commencing on the seventh day
      prior to, and ending on the one hundred eightieth (180th) day following, the
      effective date of any underwritten Demand or Piggyback Registration, except
      in
      connection with any such underwritten registration and except for any offering
      pursuant to an employee benefit plan and registered on Form S-8 (or any
      successor form).

     

    5. Registration Procedures.
      Whenever the Holders of Registrable Securities have requested that any
      Registrable Securities be registered pursuant to this Agreement, the Company
      will use its best efforts to effect the registration and the sale of such
      Registrable Securities in accordance with the intended method of disposition
      thereof, and pursuant thereto the Company will as expeditiously as
      possible:

     

    (i) prepare
      and file with the Commission a Registration Statement with respect to such
      Registrable Securities and use its best efforts to cause such Registration
      Statement to become effective (provided,
      that
      before filing a Registration Statement or Prospectus or any amendments or
      supplements thereto, the Company will use its best efforts to furnish to counsel
      selected by the holders of Registrable Securities covered by such Registration
      Statement, copies of all such documents proposed to be filed, which documents
      will be subject to the timely review of such counsel and the Company will not
      file any Registration Statement or amendment thereto or any Prospectus or any
      supplement thereto, including documents incorporated by reference, to which
      the
      Holders of a majority of the Registrable Securities covered by such Registration
      Statement shall reasonably object);

     

    (ii) prepare
      and file with the Commission such amendments and supplements to such
      Registration Statement and the Prospectus used in connection therewith as may
      be
      necessary to keep such Registration Statement effective until the earliest
      to
      occur of (a) the sale of all such Registrable Securities, or (b) the expiration
      of the 180 day period following the effective date of the Registration
      Statement; comply with the provisions of the Securities Act with respect to
      the
      disposition of all securities covered by such Registration Statement during
      such
      effective period in accordance with the intended methods of disposition by
      the
      sellers thereof set forth in such Registration Statement and cause the
      Prospectus to be supplemented by any required prospectus supplement, and as
      so
      supplemented to be filed pursuant to Rule 424 under the Securities
      Act;

     

    
      
        
        

      

      
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    (iii) upon
      request, furnish to each seller of Registrable Securities such number of copies
      of such Registration Statement, each amendment and supplement thereto, the
      Prospectus included in such Registration Statement (including each preliminary
      Prospectus and each Prospectus filed under Rule 424 of the Securities Act)
      and
      such other documents as each such seller may reasonably request in order to
      facilitate the disposition of the Registrable Securities owned by each such
      seller (it being understood that the Company consents to the use of the
      Prospectus and any amendment or supplement thereto by such seller in connection
      with the offering and sale of the Registrable Securities covered by the
      Prospectus or any amendment or supplement thereto);

     

    (iv) use
      its
      best efforts to register or qualify such Registrable Securities under such
      other
      securities or blue sky laws of such jurisdictions as any seller reasonably
      requests, use its best efforts to keep each such registration or qualification
      effective, including through new filings, amendments or renewals, during the
      period such Registration Statement is required to be kept effective, and do
      any
      and all other acts and things which may be reasonably necessary or advisable
      to
      enable such seller to consummate the disposition in such jurisdictions of the
      Registrable Securities owned by such seller; provided
      that the
      Company will not be required (A) to qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      subparagraph (iv), (B) to subject itself to taxation in any such jurisdiction
      or
      (C) to consent to general service of process in any such
      jurisdiction;

     

    (v) notify
      each seller of such Registrable Securities, at any time when a Prospectus
      relating thereto is required to be delivered under the Securities Act, of the
      happening of any event as a result of which the Prospectus included in such
      Registration Statement contains an untrue statement of a material fact or omits
      any fact necessary to make the statements therein not misleading, and, at the
      request of any such seller, the Company will promptly prepare (and, when
      completed, give notice to each seller of Registrable Securities) a supplement
      or
      amendment to such Prospectus so that, as thereafter delivered to the purchasers
      of such Registrable Securities, such Prospectus will not contain an untrue
      statement of a material fact or omit to state any fact necessary to make the
      statements therein not misleading; provided
      that
      upon such notification by the Company, each seller of such Registrable
      Securities will not offer or sell such Registrable Securities until the Company
      has notified such seller that it has prepared a supplement or amendment to
      such
      Prospectus and delivered copies of such supplement or amendment to such
      Seller;

     

    (vi) cause
      all
      such Registrable Securities to be listed, prior to the date of the first sale
      of
      such Registrable Securities pursuant to such registration, on each securities
      exchange on which similar securities issued by the Company are then listed
      and,
      if not so listed, to be listed with the National
      Association of Securities Dealers automated quotation system
      (“NASDAQ”);

     

    (vii) provide
      a
      transfer agent and registrar for all such Registrable Securities not later
      than
      the effective date of such Registration Statement;

     

    
      
        
        

      

      
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    (viii) enter
      into all such customary agreements (including underwriting agreements in
      customary form) and take all such other actions as the holders of a majority
      of
      the Registrable Securities being sold or the underwriters, if any, reasonably
      request in order to expedite or facilitate the disposition of such Registrable
      Securities (including, without limitation, effecting a stock split or a
      combination of shares);

     

    (ix) make
      available for inspection on a confidential basis by any seller, any underwriter
      participating in any disposition pursuant to such Registration Statement, and
      any attorney, accountant or other agent retained by any such seller or
      underwriter (in each case after reasonable prior notice), all relevant financial
      and other records, pertinent corporate documents and properties of the Company,
      and cause the Company’s officers, directors, employees and independent
      accountants to supply on a confidential basis all information reasonably
      requested by any such seller, underwriter, attorney, accountant or agent in
      connection with such Registration Statement; 

     

    (x) permit
      any holder of Registrable Securities which holder, in its sole and exclusive
      judgment, might be deemed to be an underwriter or a controlling person of the
      Company within the meaning of Section 15 of the Securities Act, to participate
      in the preparation of such registration or comparable statement and to permit
      the insertion therein of material, furnished to the Company in writing, which
      in
      the reasonable judgment of such holder and its counsel should be included,
      provided that such material shall be furnished under such circumstances as
      shall
      cause it to be subject to the indemnification provisions provided pursuant
      to
      Section 8(b) hereof; 

     

    (xi) in
      the
      event of the issuance of any stop order suspending the effectiveness of a
      Registration Statement, or of any order suspending or preventing the use of
      any
      related Prospectus or suspending the qualification of any Registrable Securities
      included in such Registration Statement for sale in any jurisdiction, the
      Company will use its best efforts promptly to obtain the withdrawal of such
      order;

     

    (xii) if
      requested by the managing underwriter or underwriters or any holder of
      Registrable Securities in connection with any sale pursuant to a Registration
      Statement, promptly incorporate in a Prospectus supplement or post-effective
      amendment such information relating to such underwriting as the managing
      underwriter or underwriters or such holder reasonably requests to be included
      therein, and make all required filings of such Prospectus supplement or
      post-effective amendment as soon as practicable after being notified of the
      matters incorporated in such Prospectus supplement or post-effective
      amendment;

     

    
      
        
        

      

      
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    (xiii) cooperate
      with the holders of Registrable Securities and the managing underwriter or
      underwriters, if any, to facilitate the timely preparation and delivery of
      certificates (not bearing any restrictive legends) representing Registrable
      Securities to be sold under such registration, and enable such Registrable
      Securities to be in such denominations and registered in such names as the
      managing underwriter or underwriters, if any, or such holders may
      request;

     

    (xiv) use
      its
      best efforts to cause the Registrable Securities to be registered with or
      approved by such other governmental agencies or authorities within the United
      States and having jurisdiction over the Company as may reasonably be necessary
      to enable the seller or sellers thereof or the underwriter or underwriters,
      if
      any, to consummate the disposition of such Registrable Securities;

     

    (xv) use
      its
      best efforts to obtain:

     

    (A) at
      the
      time of effectiveness of each registration, a “comfort letter” from the
      Company’s independent certified public accountants covering such matters of the
      type customarily covered by “cold comfort letters” as the Holders of a majority
      of the Registrable Securities covered by such registration and the underwriters
      reasonably request; and

     

    (B) at
      the
      time of any underwritten sale pursuant to a Registration Statement, a
“bring-down comfort letter”, dated as of the date of such sale, from the
      Company’s independent certified public accountants covering such matters of the
      type customarily covered by comfort letters as the Holders of a majority of
      the
      Registrable Securities covered by such Registration Statement and the
      underwriters reasonably request; 

     

    (xvi) use
      its
      best efforts to obtain, at the time of effectiveness of each Piggyback
      Registration and at the time of any sale pursuant to each registration, an
      opinion or opinions, favorable in form and scope to the Holders of a majority
      of
      the Registrable Securities covered by such registration, from counsel to the
      Company in customary form; and

     

    (xvii) otherwise
      comply with all applicable rules and regulations of the Commission, and make
      generally available to its security holders (as contemplated by Section 11(a)
      under the Securities Act) an earnings statement satisfying the provisions of
      Rule 158 under the Securities Act no later than ninety (90) days after the
      end
      of the twelve month period beginning with the first month of the Company’s first
      fiscal quarter commencing after the effective date of the Registration
      Statement, which statement shall cover said twelve month period. 

     

    6. Cooperation by Prospective Sellers,
      Etc.

     

    (a) Each
      prospective seller of Registrable Securities will furnish to the Company in
      writing such information as the Company may reasonably require from such seller,
      and otherwise reasonably cooperate with the Company in connection with any
      Registration Statement with respect to such Registrable Securities.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (b) The
      failure of any prospective seller of Registrable Securities to furnish any
      information or documents in accordance with any provision contained in this
      Agreement shall not affect the obligations of the Company under this Agreement
      to any remaining sellers who furnish such information and documents unless
      in
      the reasonable opinion of counsel to the Company or the underwriters, such
      failure impairs or may impair the viability of the offering or the legality
      of
      the Registration Statement or the underlying offering.

     

    (c) The
      Holders of Registrable Securities included in any Registration Statement will
      not (until further notice) effect sales thereof after receipt of telegraphic
      or
      written notice from the Company to suspend sales to permit the Company to
      correct or update such Registration Statement or Prospectus; but the obligations
      of the Company with respect to maintaining any Registration Statement current
      and effective shall be extended by a period of days equal to the period such
      suspension is in effect.

     

    (d) At
      the
      end of any period during which the Company is obligated to keep any Registration
      Statement current and effective as provided by Section 5 hereof (and any
      extensions thereof required by the preceding paragraph (c) of this Section
      6),
      the Holders of Registrable Securities included in such Registration Statement
      shall discontinue sales of shares pursuant to such Registration Statement upon
      receipt of notice from the Company of its intention to remove from registration
      the shares covered by such Registration Statement which remain unsold, and
      such
      Holders shall notify the Company of the number of shares registered which remain
      unsold promptly after receipt of such notice from the Company.

     

    (e) Notwithstanding
      any other provision herein to the contrary, no Holder of Registrable Securities
      which constitute warrants or options shall be required to exercise such warrants
      or options in connection with any registration until the actual sale of the
      shares of Common Stock issuable upon exercise of such warrants or options.
      The
      Company shall enter into such agreements and shall otherwise cooperate with
      the
      Holders of Registrable Securities in order to ensure that such Holders are
      not
      required to exercise any warrants or options prior to the date of the actual
      sale of the shares of Common Stock issuable upon exercise of such warrants
      or
      options.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    
      7. Registration Expenses.

       

    

    (a) All
      costs
      and expenses incurred or sustained in connection with or arising out of each
      registration pursuant to Sections 2 and 3 hereof, including, without limitation,
      all registration and filing fees, fees and expenses of compliance with
      securities or blue sky laws (including reasonable fees and disbursements of
      counsel for the underwriters in connection with the blue sky qualification
      of
      Registrable Securities), printing expenses, messenger, telephone and delivery
      expenses, fees and disbursements of counsel for the Company, reasonable fees
      and
      disbursements of one counsel representing the Holders of Registrable Securities,
      such counsel to be selected by the Holders of a majority of the Registrable
      Securities to be included in such registration, fees and disbursements of all
      independent certified public accountants (including the expenses relating to
      the
      preparation and delivery of any special audit or “cold comfort” letters required
      by or incident to such registration), and fees and disbursements of underwriters
      (excluding discounts and commissions), the reasonable fees and expenses of
      any
      special experts retained by the Company of its own initiative or at the request
      of the managing underwriters in connection with such registration, and fees
      and
      expenses of all (if any) other persons retained by the Company (all such costs
      and expenses being herein called, collectively, the “Registration Expenses”),
      will
      be borne and paid by the Company. The Company will, in any case, pay its
      internal expenses (including, without limitation, all salaries and expenses
      of
      its officers and employees performing legal or accounting duties), the expense
      of any annual audit, and the fees and expenses incurred in connection with
      the
      listing of the securities to be registered on each securities exchange on which
      similar securities of the Company are then listed.

     

    (b) The
      Company will not bear the cost of nor pay for any stock transfer taxes imposed
      in respect of the transfer of any Registrable Securities to any purchaser
      thereof by any Holder of Registrable Securities in connection with any
      registration of Registrable Securities pursuant to this Agreement.

     

    (c) To
      the
      extent that Registration Expenses incident to any registration are, under the
      terms of this Agreement, not required to be paid by the Company, each Holder
      of
      Registrable Securities included in such registration will pay all Registration
      Expenses which are clearly solely attributable to the registration of such
      Holder’s Registrable Securities so included in such registration, and all other
      Registration Expenses not so attributable to one Holder will be borne and paid
      by all sellers of securities included in such registration in proportion to
      the
      number of securities so included by each such seller.

     

    8. Indemnification.

     

    (a) Indemnification by the Company.
      The
      Company will indemnify each Holder requesting or joining in a registration
      and
      each underwriter of the securities so registered, the officers, directors and
      partners of each such Person and each Person who controls any thereof (within
      the meaning of the Securities Act) against any and all claims, losses, damages
      and liabilities (or actions in respect thereof) arising out of or based on
      any
      untrue statement (or alleged untrue statement) of any material fact contained
      in
      any Prospectus, offering circular or other document incident to any
      registration, qualification or compliance (or in any related Registration
      Statement, notification or the like) or any omission (or alleged omission)
      to
      state therein any material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, or any violation by the Company
      of
      any rule or regulation promulgated under the Securities Act applicable to the
      Company and relating to any action or inaction required of the Company in
      connection with any such registration, qualification or compliance, and the
      Company will reimburse each such Holder, underwriter, officer, director, partner
      and controlling person for any legal and any other expenses reasonably incurred
      in connection with investigating or defending any such claim, loss, damage,
      liability or action; provided,
      however,
      that
      the Company will not be liable in any such case to the extent that any such
      claim, loss, damage or liability arises out of or is based on any untrue
      statement or omission based upon written information furnished to the Company
      in
      an instrument duly executed by such Holder, underwriter, officer, director,
      partner or controlling person and stated to be specifically for use in such
      Prospectus, offering circular or other document.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (b) Indemnification by Each Holder.
      Each
      Holder requesting or joining in a registration will indemnify each underwriter
      of the securities so registered, the Company and its officers and directors
      and
      each person, if any, who controls any thereof (within the meaning of the
      Securities Act) and their respective successors in title and assigns against
      any
      and all claims, losses, damages and liabilities (or actions in respect thereof)
      arising out of or based on any untrue statement (or alleged untrue statement)
      of
      any material fact contained in any Prospectus, offering circular or other
      document incident to any registration, qualification or compliance (or in any
      related Registration Statement, notification or the like) or any omission (or
      alleged omission) to state therein any material fact required to be stated
      therein or necessary to make the statement therein not misleading, and such
      Holder will reimburse each underwriter, the Company and each other person
      indemnified pursuant to this paragraph (b) for any legal and any other expenses
      reasonably incurred in connection with investigating or defending any such
      claim, loss, damage, liability or action; provided,
      however,
      that
      this paragraph (b) shall apply only if (and only to the extent that) such
      statement or omission was made in reliance upon written information furnished
      to
      such underwriter or the Company in an instrument duly executed by such Holder
      and stated to be specifically for use in such Prospectus, offering circular
      or
      other document (or related Registration Statement, notification or the like)
      or
      any amendment or supplement thereto; and, provided further,
      that
      each Holder’s liability hereunder with respect to any particular registration
      shall be limited to an amount equal to the net proceeds received by such Holder
      from the Registrable Securities sold by such Holder in such
      registration.

     

    (c) Indemnification Proceedings.
      Each
      party entitled to indemnification pursuant to this Section 8 (the “Indemnified Party”)
      shall
      give notice to the party required to provide indemnification pursuant to this
      Section 8 (the “Indemnifying Party”)
      promptly after such Indemnified Party acquires actual knowledge of any claim
      as
      to which indemnity may be sought, and shall permit the Indemnifying Party (at
      its expense) to assume the defense of any claim or any litigation resulting
      therefrom; provided
      that
      counsel for the Indemnifying Party, who shall conduct the defense of such claim
      or litigation, shall be reasonably acceptable to the Indemnified Party, and
      the
      Indemnified Party may participate in such defense at such party’s expense; and
provided,
      further,
      that
      the failure by any Indemnified Party to give notice as provided in this
      paragraph (c) shall not relieve the Indemnifying Party of its obligations under
      this Section 8 except to the extent that the failure results in a failure of
      actual notice to the Indemnifying Party and such Indemnifying Party is damaged
      solely as a result of the failure to give notice. No Indemnifying Party, in
      the
      defense of any such claim or litigation, shall, except with the consent of
      each
      Indemnified Party, consent to entry of any judgment or enter into any settlement
      which does not include as an unconditional term thereof the giving by the
      claimant or plaintiff to such Indemnified Party of a release from all liability
      in respect to such claim or litigation, and no Indemnified Party shall consent
      to entry of any judgment or settle such claim or litigation without the prior
      written consent of the Indemnifying Party so long as the Indemnifying Party
      has
      acknowledged in writing its obligation to indemnify each Indemnified Party
      pursuant to this Agreement and such Indemnifying Party is in compliance with
      all
      of its obligations hereunder to indemnify the Indemnified Party for all amounts
      in connection with such claim or litigation. The Indemnifying Party shall not
      unreasonably withhold, condition or delay its consent to the entry of any such
      judgment or settlement. The reimbursement required by this Section 8 shall
      be
      made by periodic payments during the course of the investigation or defense,
      as
      and when bills are received or expenses incurred.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    9. Contribution in Lieu of Indemnification.
      If the
      indemnification provided for in Section 8 hereof is unavailable to a party
      that
      would have been an Indemnified Party under any such section in respect of any
      losses, claims, damages or liabilities (or actions in respect thereof) referred
      to therein, then each party that would have been an Indemnifying Party
      thereunder shall, in lieu of indemnifying such Indemnified Party, contribute
      to
      the amount paid or payable by such Indemnified Party as a result of such losses,
      claims, damages or liabilities (or actions in respect thereof) in such
      proportion as is appropriate to reflect the relative fault of the Indemnifying
      Party on the one hand and such Indemnified Party on the other in connection
      with
      the statements or omissions which resulted in such losses, claims, damages
      or
      liabilities (or actions in respect thereof). The relative fault shall be
      determined by reference to, among other things, whether the untrue or alleged
      untrue statement of a material fact or the omission or alleged omission to
      state
      a material fact relates to information supplied by the Indemnifying Party or
      such Indemnified Party and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or omission.
      The Company and each Holder of Registrable Securities agree that it would not
      be
      just and equitable if contribution pursuant to this Section 9 were determined
      by
pro-rata
      allocation or by any other method of allocation which does not take account
      of
      the equitable considerations referred to above in this Section 9. The amount
      paid or payable by an Indemnified Party as a result of the losses, claims,
      damages or liabilities (or actions in respect thereof) referred to above in
      this
      Section 9 shall include any legal or other expenses reasonably incurred by
      such
      Indemnified Party in connection with investigating or defending any such action
      or claim. Notwithstanding any provision of this Section 9 to the contrary,
      (a)
      no Person guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act) shall be entitled to contribution from any person
      who was not guilty of such fraudulent misrepresentation and (b) each Holder’s
      liability hereunder with respect to any particular registration shall be limited
      to an amount equal to the net proceeds received by such Holder from the
      Registrable Securities sold by such Holder in such registration.

     

    10. Rule 144 Requirements;
      Form S-3.
      The
      Company will make every effort in good faith to take all steps necessary to
      ensure that the Company will be eligible to register securities on Form S-3
      (or
      any comparable form adopted by the Commission), and to make publicly available
      and available to the Holders of Registrable Securities, pursuant to Rule 144
      or
      Rule 144A of the Commission under the Securities Act, such information as shall
      be necessary to enable the Holders of Registrable Securities to make sales
      of
      Registrable Securities pursuant to such Rules. The Company will furnish to
      any
      Holder of Registrable Securities, upon request made by such Holder at any time
      after the undertaking of the Company in the preceding sentence shall have first
      become effective, a written statement signed by the Company, addressed to such
      Holder, describing briefly the action the Company has taken or proposes to
      take
      to comply with the current public information requirements of Rule 144 and
      Rule
      144A. The Company will, at the request of any Holder of Registrable Securities,
      upon receipt from such Holder of a certificate certifying (i) that such Holder
      has held such Registrable Securities for a period of not less than two (2)
      consecutive years (or if not for at least two (2) consecutive years, for at
      least one (1) year so long as the Holder is able to dispose of all of the
      Holder's then Registrable Securities without restriction under Rule 144), (ii)
      that such Holder has not been an affiliate (as defined in Rule 144) of the
      Company for more than the ninety (90) preceding days, and (iii) as to such
      other
      matters as may be appropriate in accordance with such Rule, including an opinion
      of such Holder’s counsel reasonably satisfactory to the Company, remove from the
      stock certificates representing such Registrable Securities that portion of
      any
      restrictive legend which relates to the registration provisions of the
      Securities Act.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    11. Participation in Underwritten Registrations.
      No
      Person may participate in any underwritten registration pursuant to this
      Agreement unless such Person (a) agrees to sell such Person’s securities on the
      basis provided in any underwriting arrangements approved by the persons
      entitled, under the provisions hereof, to approve such arrangements, and (b)
      completes and executes all questionnaires, powers of attorney, indemnities,
      underwriting agreements and other documents reasonably required by the terms
      of
      such underwriting arrangements. Any Holder of Registrable Securities to be
      included in any underwritten registration shall be entitled at any time to
      withdraw such Registrable Securities from such registration prior to its
      effective date in the event that such Holder shall disapprove of any of the
      terms of the related underwriting agreement.

     

    12. Miscellaneous.

     

    (a) No Inconsistent Agreements.
      Except
      as set forth on Schedule
      1.B
      hereto,
      the Company has not previously entered into any agreement with respect to its
      Common Stock granting registration rights senior to the registration rights
      granted to the Holders hereunder. The Company will not on or after the date
      of
      this Agreement enter into any agreement with respect to its securities which
      grants demand registration rights to anyone or which is inconsistent with the
      rights granted to the Holders of Registrable Securities in this Agreement or
      otherwise conflicts with the provisions hereof. 

     

    (b) Amendments and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless such amendment, modification,
      supplement, waiver or consent is approved in writing by (i) the Company and
      (ii)
      the Holders of at least 50.1% of the Registrable Securities then outstanding,
      provided,
      that
      each Holder may waive any provision hereof with respect to himself, herself
      or
      itself, as applicable, at any time; provided further
      that any
      modification, amendment or waiver that would adversely affect any Holders in
      a
      manner materially different from any other Holders (solely with respect to
      such
      Holder’s status as a Holder under this Agreement) shall require the written
      consent or approval of such adversely affected Holders.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    (c) Registrable Securities Held by the Company.
      Whenever the consent or approval of Holders of Registrable Securities is
      required pursuant to this Agreement, Registrable Securities held by the Company
      shall not be counted in determining whether such consent or approval was duly
      and properly given by such Holders.

     

    (d) Term.
      This
      Agreement shall terminate on the date on which, as to each Registrable Security,
      an exemption from registration is available under Rule 144(k) of the
      Commission.

     

    (e) Remedies.
      In the
      event of a breach by the Company of its obligations under this Agreement, each
      Holder, in addition to being entitled to exercise all rights granted by law,
      including recovery of damages, will be entitled to specific performance of
      its
      rights under this Agreement. The Company agrees that monetary damages would
      not
      be adequate compensation for any loss incurred by reason of a breach by it
      of
      any of the provisions of this Agreement and hereby agrees to waive the defense
      in any action for specific performance that a remedy at law would be
      adequate.

     

    (f) Notices.
      Any
      notice provided for in this Agreement will be in writing and will be deemed
      properly delivered if either personally delivered or sent by written
      telecommunication, overnight courier or mailed certified or registered mail,
      return receipt requested, postage prepaid to the recipient (a) if to Woodside
      IV, Woodside QP or Lehman, at the address listed for such Person in the stock
      records of the Company, with a copy to Matthew Furlong, Esq., Bingham McCutchen
      LLP, 150 Federal Street, Boston, Massachusetts 02110, (b) if to any other
      Holder, at the address listed for such Holder in the stock records of the
      Company, and (f) if to the Company, at 545 Metro Place South, Suite 100, Dublin,
      Ohio 43017, to the attention of the President, with a copy to Gregory Sichenzia,
      Esq., Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd
      Fl., New
      York, New York 10006;

     

    and
      thereafter at such other address, notice of which is given in accordance with
      the provisions of this Section 12(f). Any such notice shall be effective (A)
      if
      delivered personally or by telecopy, when received, (B) if sent by overnight
      courier, when receipted for, and (C) if mailed, when received.

     

    (g) Successors and Assigns.
      This
      Agreement and the rights of any Holder hereunder may be assigned to, and shall
      inure to the benefit of, any Person to whom such Holder transfers Registrable
      Securities, provided
      that
      such transfer is made in compliance with the provisions of the Purchase
      Agreement and the transferee agrees to be bound by all of the terms and
      conditions of this Agreement by executing and delivering to the Company an
      Instrument of Accession.

     

    (h) Counterparts.
      This
      Agreement may be executed in two or more counterparts and by the parties hereto
      in separate counterparts, each of which when so executed shall be deemed to
      be
      an original and all of which taken together shall constitute one and the same
      instrument.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    (i) Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      constitute a part of this Agreement, nor shall they affect their meaning,
      construction or effect.

     

    (j) Governing Law.
      The
      validity, performance, construction and effect of this Agreement shall be
      governed by and construed in accordance with the internal laws of the
      Commonwealth of Massachusetts, without giving effect to principles of conflicts
      of law.

     

    (k) Severability.
      In the
      event that any one or more of the provisions contained herein, or the
      application thereof in any circumstance, is held invalid, illegal or
      unenforceable, the validity, legality and enforceability of any such provision
      in every other respect and of the remaining provisions contained herein shall
      not be affected or impaired thereby.

     

    (l) Entire Agreement.
      This
      Agreement is intended by the parties as a final expression of their agreement
      and intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein. There are no restrictions, promises, warranties or undertakings, other
      than those set forth or referred to herein, with respect to the registration
      rights granted by the Company with respect to the Registrable Securities. This
      Agreement supersedes all prior agreements and understandings between the parties
      with respect to such subject matter.

     

    [Balance
      of Page Intentionally Left Blank]

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      an instrument under seal as of the date first written above.

    


    
      	 	
              NATIONAL
                INVESTMENT MANAGERS INC.

            
	 	 
	 	 
	 	
              By:
                /s/Steven Ross

            
	 	
              Name:
                Steven Ross

            
	 	
              Title:
                CEO

            
	 	 
	 	 
	 	
              WOODSIDE
                CAPITAL PARTNERS IV, LLC

            
	 	 
	 	
              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

            
	 	 
	 	
              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.
	 	 
	 	By: 	
               /s/George
                Janes

            	
            
	 	 	
              Name:
                George Janes

            
	 	 	
              Title:
                Chief Credit Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE 1.A

    TO REGISTRATION

    RIGHTS AGREEMENT

    


    Instrument of Accession

    


    Reference
      is made to that certain Registration Rights Agreement dated as of November
      [__],
      2007, a copy of which is attached hereto (as amended and in effect from time
      to
      time, the “Registration
      Rights Agreement”),
      among
      National Investment Managers Inc., a Florida corporation (the “Company”),
      and
      the Holders (as defined therein).

     

    The
      undersigned, _____________________, [in order to become] [is] the owner or
      holder of ______ shares of the Common Stock, $0.001 par value per share (the
      “Shares”)
      of the
      Company [and] hereby agrees that by [his/her/its] execution hereof the
      undersigned is a Holder party to the Registration Rights Agreement and that
      [he/she/it] is subject to all of the restrictions and conditions applicable
      to
      Holders set forth in such Registration Rights Agreement, and all of the Shares
      [purchased by the undersigned in connection herewith] [owned by the undersigned
      as of the date hereof] (and any and all shares of stock of the Company issued
      in
      respect thereof) are subject to all the restrictions and conditions applicable
      to Registrable Securities as set forth in the Registration Rights Agreement.
      This Instrument of Accession shall take effect and shall become a part of said
      Registration Rights Agreement immediately upon acceptance thereof by the
      Company.

     

    Executed
      as of the date set forth below under the laws of the State of
      Delaware.

    


    
      	 	
              Signature:

            	 	 
	 	 	 	 
	 	
              Address:

            	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
              Date:

            	 	 
	 	 	 	 
	
              Accepted:

            	 	 	 
	 	 	 	 


    

    
      	
              National
                Investment Managers Inc.

            
	 	 	 	 


    

    
      	
              By:

            	 	 
	 	 	 
	Date:	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1.B

    TO REGISTRATION

    RIGHTS AGREEMENT

    


    Except
      as
      set forth below, the Company has not previously entered into any agreement
      with
      respect to its Common Stock granting registration rights senior to the
      registration rights granted to the Holders pursuant to the Agreement
      hereto:

    


    
      	 	 	
              Registration
                Rights - Schedule 1B

            	 	 	 	 	 
	 	 	
              Common

            	 	
              Pfd (CSE)

            	 	
              Warrants

            	 	
              Total # of Shares

            	 	
              Type of Right

            	 
	
              Series
                A (included common)

            	 	 	
              9,540,000
                

            	 	 	
              2,420,000

            	 	 	
              1,910,000

            	 	 	
              13,870,000

            	 	 	
              PB

            	 
	
              Series
                B

            	 	 	
              -

            	 	 	
              7,430,000

            	 	 	 	 	 	
              7,430,000

            	 	 	
              PB

            	 
	
              Series
                C

            	 	 	 	 	 	
              9,250,008

            	 	 	 	 	 	
              9,250,008

            	 	 	
              PB,
                Mandatory

            	 
	
              Series
                D

            	 	 	 	 	 	
              8,190,000

            	 	 	
              4,095,000

            	 	 	
              12,285,000

            	 	 	
              PB,
                Mandatory

            	 
	
              Series
                E

            	 	 	 	 	 	
              5,870,000

            	 	 	
              2,935,000

            	 	 	
              8,805,000

            	 	 	
              PB,
                Mandatory

            	 
	
              Laurus
                Master Trust

            	 	 	
              7,108,434
                

            	 	 	 	 	 	
              2,159,331

            	 	 	
              9,267,765

            	 	 	
              PB

            	 
	
              Total
                issued in financings

            	 	 	
              16,648,434
                

            	 	 	
              33,160,008

            	 	 	
              11,099,331

            	 	 	
              60,907,773

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Valley
                Forge Enterprises Ltd.

            	 	 	
              4,150,000
                

            	 	 	 	 	 	 	 	 	
              4,150,000

            	 	 	
              PB

            	 
	
              The
                Pension Alliance

            	 	 	
              1,088,710
                

            	 	 	 	 	 	 	 	 	
              1,088,710

            	 	 	
              PB

            	 
	
              Pentec
                Inc

            	 	 	
              403,225
                

            	 	 	 	 	 	 	 	 	
              403,225

            	 	 	
              PB

            	 
	
              Lamco
                Co's

            	 	 	
              3,000,000
                

            	 	 	 	 	 	 	 	 	
              3,000,000

            	 	 	
              PB,
                Demand

            	 
	
              Total
                issued in acquisitions

            	 	 	
              8,641,935
                

            	 	 	
              -

            	 	 	
              -

            	 	 	
              8,641,935

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
                all shares

            	 	 	
              25,290,369
                

            	 	 	
              33,160,008

            	 	 	
              11,099,331

            	 	 	
              69,549,708