SECURITY
      AGREEMENT

    


    This
      Security Agreement (the “Agreement”),
      dated
      this ___ day of November, 2007 is by and between _________, a ________
      corporation with its principal place of business at _________________ (the
      “Guarantor”),
      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 Guarantor has duly authorized, executed and delivered to the Secured Party
      a
      certain Guaranty of even date herewith (the “Guaranty”),
      guaranteeing the payment and performance of all obligations of National
      Investment Managers Inc., a Florida corporation having an address of 545 Metro
      Place South, Suite 100, Dublin, OH 43017 (the “Borrower”)
      to the
      Secured Party, including without limitation the obligations of Borrower under
      (a) a certain Term Promissory Note of even date herewith from the Borrower
      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
      Borrower 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 Guarantor
      grant to and create in favor of the Secured Party a security interest in and
      lien upon all business assets and rights of the Guarantor as hereinafter
      provided; and

    


    WHEREAS,
      in order to induce the Secured Party to make the Loans, the Guarantor 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 Guarantor including, without
                limitation, all of the following items, whether now owned or now
                due, or
                in which the Guarantor has an interest or hereafter, at anytime in
                the
                future, acquired, arising or to become due, or in which the Guarantor
                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 –
                ABR
                Advisors, 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 Guarantor);

            


    

    


    
      	
            	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 Guarantor’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;

            


    

    


    
      	 	 
	
              Security
                Agreement –
                ABR
                Advisors, Inc.

            	
              Page
                2 of 11

            


    

    
       

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              O.

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

            


    

    


    
      	 	
              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 Borrower and the Secured
                Party.

            


    

    


    
      	 	
              (iv)

            	
              “Obligations”
                shall mean the
                payment and performance of all obligations of Guarantor 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.

            


    

    


    
      	 	 
	
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                Agreement – ABR Advisors, Inc.

            	
              Page
                3 of 11

            


    

    
       

      
         

        
          

        

      

      
         

      

    

     

    
      	Section
              2.	
              Security
                Interest.
                Guarantor, 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, Guarantor 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.

            


    

    


    
      	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
                Guarantor 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
                Guarantor 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
                Guarantor 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 Guarantor 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
                Guarantor’s business.

            


    

    


    
      	 	
              (e)

            	
              Notwithstanding
                the security interest in the Collateral granted to and created in
                favor of
                the Secured Party under this Agreement, the Guarantor shall have
                the
                right, until such time as the Secured Party shall have notified the
                Guarantor 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 Guarantor
                comprising the Collateral (the “Accounts”).

            


    

    


    
      	 	 
	
              Security
                Agreement – ABR Advisors, Inc.

            	
              Page
                4 of 11

            


    

    
       

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (f)

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

            


    

    


    
      	 	
              (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 Guarantor at the principal office
                of
                the Secured Party. All cash proceeds received by the Secured Party
                from
                the Guarantor 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.

            


    

    


    
      	 	
              (h)

            	
              Upon
                notice by the Secured Party to the Guarantor that the Collateral
                Account
                has been opened in accordance with subsection (g) of this Section
                3, the
                Guarantor 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 Guarantor
                as may
                be necessary to permit collection thereof by the Secured Party, and
                for
                such purpose the Guarantor hereby irrevocably authorizes and empowers
                the
                Secured Party, its officers, employees and authorized agents, to
                endorse
                and sign the name of the Guarantor 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 Guarantor
                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 Guarantor agrees
                that:

            


    

    


    
      	 	
              (a)

            	
              The
                Guarantor 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 Borrower and Secured Party. The Guarantor
                shall
                defend such title against the claims and demands of all
                persons.

            


    

    


    
      	 	 
	
              Security
                Agreement – ABR Advisors, Inc.

            	
              Page
                5 of 11

            


    

     

    

      
        

      

    

    

    

     

    
      	 	
              (b)

            	
              The
                Guarantor 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 Guarantor, (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
                Guarantor 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 Guarantor 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 Guarantor 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 Guarantor
                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.

            


    

    


    
      	 	 
	
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                Agreement – ABR Advisors, Inc.

            	
              Page
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              (d)

            	
              Risk
                of loss of, damage to or destruction of the Collateral is on the
                Guarantor. The Guarantor 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 Guarantor 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 Guarantor 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 Guarantor and add the cost thereof
                to the
                Obligations. The Guarantor 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 Guarantor to
                endorse
                any draft or check which may be payable to the Guarantor 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 Guarantor or order.

            


    

    


    
      	 	
              (e)

            	
              The
                Guarantor 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 Guarantor
                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
                Guarantor 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 Guarantor 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 Guarantor 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 Guarantor 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 Guarantor at its address hereinafter set forth) and
                without
                prior judicial hearing or legal proceedings, all of which the Guarantor
                hereby expressly waives:

            


    

     

    
      	 	 
	
              Security
                Agreement – ABR Advisors, Inc.

            	
              Page
                7 of 11

            


    

     

    

      
        

      

    

    

    

     

    
      	 	
              (i)

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

            


    

    


    
      	 	
              (ii)

            	
              to
                enforce collection, at the Guarantor’s expense and either in the name of
                the Secured Party or the name of the Guarantor, 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 Guarantor 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 Guarantor 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 Guarantor shall be liable for
      any deficiency.

    


    
      	 	
              (b)

            	
              Upon
                the occurrence of any Event of Default, the Guarantor 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.

            


    

    


    
      	 	 
	
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                Agreement – ABR Advisors, Inc.

            	
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      	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.

            


    

    


    
      	Section
              7.	
              Subrogation
                and Marshaling.
                The Guarantor 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 Guarantor 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 Guarantor or any other person to the Secured
                Party, or the liquidation of or the realization upon the Collateral,
                any
                other collateral granted by the Guarantor 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 Guarantor
                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 Guarantor
                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 – ABR Advisors, 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 Guarantor
                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 – ABR Advisors, Inc.

            	
              Page
                10 of 11

            


    

     

    

      
        

      

    

    

    


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

    


    
      	 	
              GUARANTOR:

            
	 	 
	 	
              [  
                 ]

            
	 	 
	 	 
	 	 	
              By:

            	 	 
	
              Witness

            	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 
	 	 	 
	 	 	
              SECURED
                PARTY:

            
	 	 	 
	 	
              RBS
                CITIZENS, NATIONAL ASSOCIATION

            
	 	 	 
	 	 	 
	 	 	
              By:

            	 	 
	
              Witness
                

            	 	 	
              David
                J. Bugbee, Senior Vice President

            


    

    


    
      	 	 
	
              Security
                Agreement – ABR Advisors, Inc.

            	
              Page
                11 of 11