CONTINGENT
        INTEREST PAYMENT AGREEMENT

       

      This
        CONTINGENT
        INTEREST PAYMENT AGREEMENT
        (the
        "Agreement"),
        dated
        as of November 30, 2007, is made by and between NATIONAL
        INVESTMENT MANAGERS INC.,
        a
        Florida corporation (the "Company"),
        and
        each of the undersigned (the “Holders”).

      


      In
        connection with the entering into of that certain Securities Purchase and
        Loan
        Agreement (the “Securities
        Purchase and Loan Agreement”),
        dated
        as of the date hereof, among the Company and the Holders, the Company hereby
        agrees to pay to the Holders, and/or their assignees pursuant to Section
        3
        hereof, a contingent interest payment (the "CIP
        Obligation")
        with
        respect to the Notes issued pursuant to the Securities Purchase and Loan
        Agreement, the terms and conditions of which shall be governed by this
        Agreement. The Holders of the CIP Obligation hereunder shall have all the
        rights, and be entitled to all of the benefits and subject to all of the
        obligations of a holder of the CIP Obligation under the Securities Purchase
        and
        Loan Agreement and the Notes, as well as the rights, benefits and obligations
        of
        a holder of the CIP Obligation hereunder.

      


      Capitalized
        terms not defined herein shall have the meaning given such term in the
        Securities Purchase and Loan Agreement.

      


      SECTION
        1. CIP
        OBLIGATION.

      


      In
        consideration of the foregoing and for the purpose of defining the terms
        and
        provisions regarding the right to receive the CIP Obligation and the respective
        rights and obligations of the parties hereto hereunder, the Company, for
        value
        received, agrees with each of the Holders as follows:

      


      1.1.  Right
        to Payment.
        At any
        time and from time to time after the earlier of (i) the Maturity Date or
        (ii)
        the date of consummation of a Capital Transaction, or on such earlier date
        as
        may be determined under Section 10.2(b) or Section 11.7 of the Securities
        Purchase and Loan Agreement, the Majority Holders (an "Exercising Holder")
        may,
        by notice to the Company (a "CIP Notice"),
        elect
        to require the Company to pay (and the Company hereby agrees to pay), the
        CIP
        Amount (defined below) to such Exercising Holder. Each Holder shall be entitled
        to its percentage of the CIP Amount as set forth on Schedule 1
        hereto.

      


      1.2.  Payment
        of CIP Amount.
        The CIP
        Amount shall be due and payable for each CIP Payment Date (defined below)
        during
        the period (the “CIP Period”)
        from
        (a) the date (the “CIP Commencement Date”)
        that
        is ninety (90) days after the CIP Notice is delivered to the Company until
        (b)
        the date on which all of the Warrants and Warrant Stock have been repurchased
        by
        the Company pursuant to Section 11 of the Securities Purchase Agreement (the
        “Payment Closing Date”).
        The
        CIP Amount shall be paid on the CIP Commencement Date and at the end of each
        calendar quarter ending thereafter so long as the Warrants and Warrant Stock
        remain outstanding and on the Payment Closing Date (each such payment date
        referred to herein as a “CIP Payment Date”).
        

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.3.  Payment.
        The
        Company shall pay the CIP Amount out of funds legally available therefor
        in
        cash, or otherwise, immediately available funds. In the event that any portion
        of the CIP Amount then due and payable is not paid as a result of any
        insufficiency of legally available funds or otherwise, each Exercising Holder
        shall retain all of its rights hereunder and under and in connection with
        the
        Warrant Shares and Warrants held by such Exercising Holder, until such time
        as
        the unpaid portion of the CIP Amount then due and payable and interest thereon,
        determined as set forth below, shall be paid to such Exercising Holder; and
        each
        Exercising Holder shall, at any time or from time to time prior to payment
        of
        the CIP Amount, be entitled, by notice to the Company (the "Rescission Notice"),
        to
        rescind its demand for payment of the CIP Amount. Unless and until the Company
        receives a Rescission Notice, the unpaid portion of the CIP Amount then due
        and
        payable shall remain an obligation of the Company and shall become due and
        payable, in cash or immediately available funds, as soon as there are funds
        legally available therefor. Interest shall accrue from the date 90 days after
        the date on which the Company receives the applicable CIP Notice on any unpaid
        portion of the CIP Amount then due and payable at the rate of 18% per annum,
        compounded on a monthly basis to the extent permitted by law and payable
        on
        demand.

      


      1.4.  CIP
        Amount.
        The CIP
        Amount shall be an amount equal to (a) on the CIP Commencement Date, five
        percent (5.00%) of Equity Value (as such term is defined in the Fee Agreement)
        as of the CIP Commencement Date and
        (b)
        on each CIP Payment Date thereafter, one and one-half percent (1.50%) of
        the
        Equity Value (as such term is defined in the Fee Agreement) as of the CIP
        Commencement Date (collectively, the “CIP
        Amount”);
        provided
        that the
        CIP Amount payable over the term of this Agreement shall not exceed, in the
        aggregate, 15% of the Equity Value (as such term is defined in the Fee
        Agreement) as of the CIP Commencement Date.

       

      1.5.
        Warrants
        and Warrant Shares.
        

      


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

       

      
        
          
          

        

        
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      1.6.  Limitations
        on Ability to Pay.
        

      


      The
        Company hereby agrees that it shall not enter into any document, instrument
        or
        agreement which would in any manner restrict the Company's ability to pay
        to the
        Holder the CIP Amount when due and payable. 

      


      1.7.
        Information.
        Except
        to the extent prohibited by applicable law, prior to the CIP Payment Date,
        the
        Company will provide the Holders (on a confidential basis) with all available
        information that may be material to the exercise of the Holders’ rights under
        this Section 1, including any plans or proposals for any mergers, sales of
        assets, acquisitions and substantial sales of stock or other equity interests
        by
        its stockholders.

      


      SECTION
        2.  NOTICES.

      


      Any
        notice pursuant to this Agreement to the Company or any Holder shall be in
        writing and shall be deemed to have been duly given (a) if mailed by certified
        or registered mail, postage prepaid, return receipt requested, when received,
        (b) if by facsimile transmission, when electronic confirmation of receipt
        is
        received, and (c) if by overnight courier, when receipted for, in each case
        when
        addressed to them at their respective addresses for notices set forth in
        the
        Securities Purchase and Loan Agreement (or such other address as any of them
        may
        designate by written notice to the others, in accordance herewith), or if
        all or
        part of the CIP Obligation has been transferred to any other Holder, to such
        other Holder at the address provided by such Holder in the transfer
        notice.

      


      SECTION
        3.  RESTRICTIONS
        ON TRANSFER.
        The CIP
        Obligation shall be transferable, in whole or in part, by the Holder to any
        Person; provided
        that no
        Holder shall transfer the CIP Obligation in violation of any applicable laws
        and
        regulations.

      


      SECTION
        4.  CONSENT
        TO JURISDICTION.

      


      The
        Company hereby agrees to submit to the non-exclusive jurisdiction of the
        courts
        in and of the Commonwealth of Massachusetts, and consent that service of
        process
        with respect to all courts in and of the Commonwealth of Massachusetts may
        be
        made by registered mail to it at its address for notices determined pursuant
        to
        Section 2 hereof.

      


      SECTION
        4.  MISCELLANEOUS.

      


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

      


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF,
        the
        parties have caused this Agreement to be duly executed, as of the date first
        written above.

      


      
        	
                COMPANY:

              	NATIONAL
                INVESTMENT MANAGERS INC.
	 	 	 
	 	
                By:

              	
                /s/Steven
                  Ross

              
	 	 	
                Name:Steven
                  Ross

              
	 	 	
                Title:
                  CEO

              
	 	 	 
	
                HOLDERS:

              	WOODSIDE
                CAPITAL PARTNERS IV, LLC, as a Holder
	 	 	 
	 	
                  
                  

              	
                By: Woodside
                  Opportunity Partners, LLC, its Manager

              
	 	
                 

              	
                
                  By:
                    Woodside Capital Management, LLC, its
                    Manager

                

              
	 	 	 
	 	
                By:

              	
                /s/Daphne
                  Firth

              
	 	
                Name:

              	
                Daphne
                  Firth

              
	 	
                Title:

              	
                Executive
                  Vice President

              
	 	 	 
	
                 

              	WOODSIDE
                CAPITAL PARTNERS IV QP, LLC, as a Holder 
	 	 	 
	 	
                  
                  

              	
                By: Woodside
                  Opportunity Partners, LLC, its Manager

              
	 	
                 

              	
                
                  By:
                    Woodside Capital Management, LLC, its
                    Manager 

                

              
	 	 	 
	 	
                By:
                  

              	
                /s/Daphne
                  Firth

              
	 	
                Name:
                  

              	
                Daphne
                  Firth

              
	 	
                Title:

              	
                Executive
                  Vice President

              
	 	 	 
	
                 

              	LEHMAN
                COMMERCIAL PAPER INC., as a Holder 
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/George
                  Janes

              
	 	
                 

              	
                
                  Name:
                    George
                    Janes

                

              
	 	
                 

              	
                
                  Title:
                    Chief Credit Officer

                

              


      

       

      
        
          
          

        

        
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        	 	WOODSIDE
                AGENCY SERVICES, LLC, as Collateral Agent
	 	 	 
	 	
                 

              	
                
                  By:
                    Woodside Capital Management, LLC, its Manager

                

              
	 	 	 
	 	
                By:
                  

              	
                /s/Daphne
                  Firth

              
	 	
                Name:
                  

              	
                Daphne
                  Firth

              
	 	
                Title:
                  

              	
                Executive
                  Vice President

              


      

      


      
        
          
          

        

        
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      Schedule
        1

      


      Fee
        Percentages

       

      
        	
                Holder

              	 	
                Percentage

              	 
	 	 	 	 
	
                Woodside
                  Capital Partners IV, LLC

              	 	
                22.8 

              	%
	 	 	 	 
	
                Woodside
                  Capital Partners IV QP, LLC

              	 	
                27.2

              	%
	 	 	 	 
	
                Lehman
                  Commercial Paper Inc.

              	 	
                50.0

              	%


      

       

      
        
          
          

        

        
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