STOCK
      PLEDGE AGREEMENT

    


    This
      Stock Pledge Agreement (this “Agreement”)
      is
      made as of the _____ day of November, 2007 by and between BPI/PPA Inc., a
      Delaware corporation with its principal place of business at 1013 Centre Road,
      Wilmington DE 10805 (the “Pledgor”),
      and
      RBS Citizens, National Association, having
      a
      lending office at 28 State Street, Boston, MA 02109 (the “Pledgee”).
      Pledgor has executed and delivered a certain Guaranty of even date herewith
      to
      Pledgee (the “Guaranty”),
      guaranteeing the payment and performance of all of the 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
      Pledgee under (a) a certain Term Promissory Note of even date herewith from
      the
      Borrower to the Pledgee in the maximum principal amount of up to $13,000,000.00
      (the “Promissory
      Note”),
      (b) a
      certain Revolving Line of Credit Note of even date herewith from the Borrower
      to
      the Pledgee in the maximum principal amount of $2,000,000.00 (the “RLOC
      Note”,
      and
      together with the Promissory Note, the “Notes”),
      and
      (c) that certain Revolving Line of Credit and Term Loan Agreement (the
“Loan
      Agreement”)
      of
      even date herewith by and between the Borrower and Pledgee (collectively, with
      the Guaranty, the Notes, this Agreement, and all other documents executed in
      connection with the above, the “Loan
      Documents”).

    


    1. Pledge
      of Stock.
      The
      Pledgor hereby represents and warrants that the Pledgor will own on the date
      hereof, free and clear of any and all claims, liens or encumbrances, except
      (a)
      restrictions on transfer arising under applicable law, (b) the security interest
      created by this Agreement and (c) as
      otherwise set forth in the Loan Agreement,
      all of
      the issued and outstanding shares of the Pledgor, as more particularly described
      on Schedule
      I attached
      hereto (collectively, the “Collateral”),
      and
      hereby agrees to pledge, assign, and deliver the same on the date hereof to
      the
      Pledgee, for benefit of the Pledgee, to be held by the Pledgee subject to the
      terms and conditions hereinafter set forth, together with stock powers, if
      necessary, appropriately executed in blank. The term “Collateral” as used herein
      includes the securities described above and any additional shares of stock,
      mutual funds or other securities at any time pledged by Pledgor with the Pledgee
      hereunder. Upon request by Pledgee, Pledgor shall provide Pledgee with
      statements as to the then current value of the Collateral.

    


    Any
      sums
      or property paid upon or with respect to any of the Collateral upon the
      liquidation or dissolution of any issuer thereof shall be paid over to the
      Pledgee to be held by it as security for the Obligations (as defined in Section
      3 below); in case any distribution of capital shall be made on or in respect
      of
      any of the Collateral or any property shall be distributed upon or with respect
      to any of the Collateral pursuant to the recapitalization or reclassification
      of
      the capital of the issuer thereof or pursuant to the reorganization thereof,
      the
      property so distributed shall be delivered to the Pledgee to be held by it
      as
      security for the Obligations. All sums of money and property paid or distributed
      in respect of the Collateral which are received by the Pledgor shall, until
      paid
      or delivered to the Pledgee, be held by the Pledgor in trust for the Pledgee
      as
      security for the Obligations.

     

    
      	
               

            	
               

            
	
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    2. Warranty
      of Title.
      The
      Pledgor warrants that on the date hereof the Pledgor will have good and
      marketable title to the Collateral described in Section l hereof, subject to
      no
      pledges, liens, security interests, charges, options, restrictions or other
      encumbrances except the security interest created by this Agreement and
      restrictions on transfer arising under applicable law, and that such Pledgor
      has
      power, authority and legal right to pledge the Collateral pursuant to this
      Agreement. The Pledgor covenants to defend the Pledgee’s rights and security
      interest in the Collateral against the claims and demands of all Persons
      whomsoever; and the Pledgor covenants to have the like title to and right to
      pledge any other property at any time hereafter pledged to the Pledgee hereunder
      and to likewise defend the Pledgee’s rights and security interest therein. The
      property at any time pledged with the Pledgee hereunder (whether described
      herein or not) and all income therefrom and proceeds thereof, shall be included
      in the definition of “Collateral” for purposes of this Agreement.

    


    3. Security
      for Obligations.
      This
      Agreement and the pledge of the Collateral is made with the Pledgee to secure
      the payment in full and performance of any and all obligations, indebtedness
      and
      liabilities of the Pledgor to Pledgee, now existing or hereafter arising, direct
      or indirect, absolute or contingent, due or to become due, matured or unmatured,
      liquidated or unliquidated, arising by contract, operation of law or otherwise
      including, but not limited to, those arising under or in connection with the
      Guaranty (collectively, the “Obligations”).
      In
      connection with the grant of the security interest made hereby, Pledgor hereby
      authorizes Pledgee 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.

    


    4. Dividends,
      Voting, etc., While No Event of Default.
      So long
      as no Event of Default has occurred under any of the Loan Documents and is
      continuing (or if continuing, has been effectively waived by the Pledgee in
      writing), the Pledgor, as to the Collateral, shall be entitled to receive all
      cash dividends paid in respect of the Collateral (subject to the terms,
      conditions and limitations of the Loan Documents), to vote the Collateral (to
      the extent otherwise entitled thereto) and to give consents, waivers and
      ratifications in respect of the Collateral, provided, however, that no vote
      shall be cast or consent, waiver or ratification given or action taken which
      would be inconsistent with or violate any provision of this Agreement. All
      such
      rights of the Pledgor to vote and give consents, waivers and ratifications
      with
      respect to the Collateral shall, at Pledgee’s option, as evidenced by Pledgee’s
      notifying Pledgor of such election, cease in case an Event of Default shall
      have
      occurred and be continuing under the Loan Documents.

    


    5. Remedies
      Following Event of Default.
      If an
      Event of Default shall have occurred and be continuing, the Pledgee shall
      thereafter have the following rights and remedies in addition to the rights
      and
      remedies of a secured party under the Uniform Commercial Code of the
      Commonwealth of Massachusetts, all such rights and remedies being cumulative,
      not exclusive, and enforceable alternatively, successively or concurrently,
      at
      such time or times as the Pledgee deems expedient:

     

    
      	
               

            	
               

            
	
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              (a)

            	
              if
                the Pledgee so elects and gives notice of such election to the Pledgor,
                the Pledgee may vote any or all shares of the Collateral (whether
                or not
                the same shall have been transferred into its name or the name of
                its
                nominee or nominees) and give all consents, waivers and ratifications
                in
                respect of the Collateral and otherwise act with respect thereto
                as though
                it was the outright owner thereof (the Pledgor hereby irrevocably
                constituting and appointing the Pledgee the proxy and attorney-in-fact
                of
                the Pledgor with full power of substitution, to do
                so);

            


    

    


    
      	 	
              (b)

            	
              the
                Pledgee may demand, sue for, collect or make any compromise or settlement
                the Pledgee deems suitable in respect of any Collateral held by it
                hereunder;

            


    

    


    
      	 	
              (c)

            	
              the
                Pledgee may sell, resell, assign and deliver, or otherwise dispose
                of any
                or all of the Collateral, for cash and/or credit and upon such terms,
                at
                such place or places and at such time or times and to such Persons
                as the
                Pledgee deems expedient, all without demand for performance by the
                Pledgor
                or any notice or advertisement whatsoever except such as may be required
                by law; and

            


    

    


    
      	 	
              (d)

            	
              the
                Pledgee may cause all or any part of the Collateral held by it to
                be
                transferred into its name or the name of its nominee or
                nominees.

            


    

    


    The
      Pledgee may enforce its right hereunder without any other notice and without
      compliance with any other condition precedent now or hereafter imposed by
      statute, rule or law or otherwise (all of which are hereby expressly waived
      by
      the Pledgor to the maximum extent permitted by applicable law). If any of the
      Collateral is sold by the Pledgee upon credit or for future delivery, the
      Pledgee shall not be liable for the failure of the purchaser to pay for the
      same
      and in such event the Pledgee may resell such Collateral. The Pledgee may buy
      any part or all of the Collateral at any public sale and if any part or all
      of
      the Collateral is of a type customarily sold in a recognized market or is of
      the
      type which is the subject of widely-distributed standard price quotations,
      the
      Pledgee may buy at private sale and may make payments thereof by any means.
      The
      Pledgee may apply the cash proceeds actually received from any sale or other
      disposition to the reasonable expenses of retaking, holding, preparing for
      sale,
      selling and the like, or reasonable attorneys’ fees, and all legal expenses,
      travel and other expenses which may be incurred by the Pledgee in attempting
      to
      collect the Obligations or any of them, or to enforce this Agreement or in
      the
      prosecution or defense of any action or proceeding related to the subject matter
      of this Agreement; and then to the Obligations in such order as to principal
      or
      interest remaining unpaid, including legal interest thereon, and the balance
      of
      any expenses unpaid, as the Pledgee in its sole discretion may reasonably
      determine, and any surplus shall be paid to the Pledgor.

    


    The
      Pledgor recognizes that if the Pledgee is unable to effect a public sale of
      the
      Collateral by reason of certain prohibitions contained in the Securities Act
      of
      1933, as amended, the Pledgee may be compelled to resort to one or more private
      sales thereof to a restricted group of purchasers who will be obliged to agree,
      among other things, to acquire such securities for their own account, for
      investment and not with a view to the distribution or resale thereof. The
      Pledgor agrees that any such private sales may be at prices and on other
      reasonable terms less favorable to the seller than if sold at public sales
      and
      that such private sales shall be deemed to have been made in a commercially
      reasonable manner. The Pledgee shall be under no obligation to delay a sale
      of
      any of the Collateral for the period of time necessary to permit the issuer
      of
      such securities to register such securities for public sale under the Securities
      Act of 1933, as amended, even if the issuer would agree to do so.

     

    
      	
               

            	
               

            
	
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    6. Marshaling.
      The
      Pledgee shall not be required to marshal any present or future security for
      (including but not limited to this Agreement and the Collateral pledged
      hereunder), or guaranties of, the Obligations or any part of them, or to resort
      to such security or guaranties in any particular order; and all of its rights
      hereunder and in respect of such securities and guaranties shall be cumulative
      and in addition to all other rights, however existing or arising. To the extent
      that the Pledgor lawfully may, the Pledgor hereby agrees that it will not invoke
      any law which might cause delay in or impede the enforcement of the Pledgee’s
      rights under this Agreement or under any other instrument evidencing any of
      the
      Obligations or under which any of the Obligations is outstanding or by which
      any
      of the Obligations is secured and guaranteed, and the Pledgor hereby irrevocably
      waives the benefits of all such laws.

    


    7. Pledgor’s
      Obligations Not Affected.
      The
      obligations of the Pledgor hereunder shall remain in full force and effect
      without regard to, and shall not be impaired by (a) any insolvency, bankruptcy,
      arrangement of or involving the Pledgor; (b) any exercise or non-exercise,
      or
      any waiver, by the Pledgee of any right, remedy, power or privilege under or
      in
      respect of any of the Obligations or any security therefor (including this
      Agreement); (c) any amendment or waiver of any of the terms of the Loan
      Agreement or any of the Obligations; (d) any amendment or waiver of any of
      the
      terms of any instrument (other than this Agreement) securing any of the
      Obligations or (e) the taking of additional security for or any guaranty of
      any
      of the Obligations or the release or discharge or termination of any security
      or
      guaranty for any of the Obligations; whether or not the Pledgor shall have
      notice or knowledge of any of the foregoing.

    


    8. Transfer,
      etc. by the Pledgor.
      Without
      the prior written consent of the Pledgee, the Pledgor will not sell, assign,
      transfer or otherwise dispose of, grant any option with respect to, or pledge
      or
      grant any security interest in or otherwise encumber any of the Collateral
      or
      any interest therein; except for the pledge thereof provided for in this
      Agreement and restrictions on transfer under applicable law. Notwithstanding
      the
      foregoing to the contrary, Pledgee shall be entitled to withdraw from the
      Collateral any interest earned upon the original securities pledged as
      Collateral provided no Event of Default has occurred under this Agreement or
      under the Obligations.

    


    9. Further
      Assurances.
      The
      Pledgor will do all such acts, and will furnish to the Pledgee all such
      financing statements, certificates, opinions and other documents and will do
      or
      cause to be done all such other things as the Pledgee may reasonably request
      from time to time in order to give full effect to this Agreement and to secure
      the rights of the Pledgee hereunder.

     

    
      	
               

            	
               

            
	
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    10. Pledgee’s
      Exoneration.
      Under
      no circumstances shall the Pledgee be deemed to assume any responsibility for
      or
      obligation or duty (except for safe custody) with respect to any part or all
      of
      the Collateral, of any nature or kind or any matter or proceedings arising
      out
      of or relating thereto, but the same shall be at the Pledgor’s sole risk at all
      times. The Pledgee shall not be required to take any action of any kind to
      collect, preserve or protect its or the Pledgor’s rights in the Collateral or
      against any parties thereto. The Pledgor hereby releases the Pledgee from any
      claims, causes of action and demands at any time arising out of or with respect
      to this Agreement, the Obligations, the use of the Collateral and/or any actions
      reasonably taken or omitted to be taken by the Pledgee with respect thereto,
      and
      the Pledgor hereby agrees to hold the Pledgee harmless from and with respect
      to
      any and all such claims, causes of action and demands. The Pledgee’s prior
      recourse to any part or all of the Collateral shall not constitute a condition
      of any demand, suit or proceeding for payment or collection of the
      Obligations.

    


    11. No
      Waiver, Etc.
      No act,
      failure or delay by Pledgee shall constitute a waiver of its rights and remedies
      hereunder or otherwise. No single or partial waiver by the Pledgee of any
      default or right or remedy which it may have shall operate as a waiver of any
      other default, right or remedy or of the same default, right or remedy on a
      future occasion. The Pledgor hereby waives presentment, notice of dishonor
      and
      protest of all instruments included in or evidencing any of the Obligations
      or
      the Collateral, and any and all other notices and demands whatsoever (except
      as
      expressly provided herein).

    


    12. Notices,
      Etc.
      All
      notices, requests and other communications hereunder shall be in writing and
      shall be given as set forth in the Loan Agreement.

    


    13. Termination.
      Upon
      payment in full of all the Obligations in accordance with their terms and the
      performance by the Pledgor of all of the Pledgor’s agreements under the Loan
      Documents, this Agreement and the other Obligations, this Agreement shall
      terminate and the Pledgor shall be entitled to the return, at the Pledgor’s
      expense, of such of the Collateral in the possession or control of the Pledgee
      as has not theretofore been disposed of pursuant to the provisions hereof,
      together with any moneys and other property at the time held by the Pledgee
      hereunder.

     

    
      	
               

            	
               

            
	
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    14. Miscellaneous
      Provisions.
      Neither
      this Agreement nor any term hereof may be changed, waived, discharged or
      terminated except by a written instrument expressly referring to this Agreement
      and to the provisions so modified or limited, and executed by the party to
      be
      charged. This Agreement and all obligations of the Pledgor hereunder shall
      be
      binding upon the successors in title and assigns of the Pledgor, and shall,
      together with the rights and remedies of the Pledgee hereunder, inure to the
      benefit of the Pledgee, its successors in title and assigns. This Agreement
      and
      obligations of the Pledgor hereunder shall be governed by and construed in
      accordance with the laws of the Commonwealth of Massachusetts. The descriptive
      section headings have been inserted for convenience of reference only and do
      not
      define or limit the provisions hereof. If any term of this Agreement shall
      be
      held to be invalid, illegal or unenforceable, the validity of all other terms
      hereof shall be in no way affected thereby, and this Agreement shall be
      construed and be enforceable as if such invalid, illegal or unenforceable terms
      had not been included herein. The Pledgor acknowledges receipt of a copy of
      this
      Agreement. Words and expressions used herein without definition which are
      defined in the Uniform Commercial Code have such defined meanings herein, unless
      the context otherwise indicates or requires. This Agreement may be executed
      in
      several counterparts, each of which when executed and delivered shall be
      original, but all of which together shall constitute one instrument. In making
      proof of this Agreement, it shall not be necessary to produce or account for
      more than one such counterpart.

    


    


    [Signatures
      on following page]

     

    
      	
               

            	
               

            
	
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    IN
      WITNESS WHEREOF, the Pledgor and Pledgee have executed this Agreement as an
      instrument under seal on the date first above written.

     

    
      
        	
                 

              	 	 PLEDGOR:
	 	 	 	 
	 	 	
                [ 
                   ]

              
	 	 	 	 
	 	 	 	 
	 	 	
                By:

              	 
	
                Witness

              	 	
                Name:

              	 
	
                 

              	 	
                Title:

              	 
	 	 	 	 
	 	 	PLEDGEE: 
	 	 	 	 
	 	 	
                RBS
                  CITIZENS, NATIONAL ASSOCIATION 

              
	 	 	 	 
	 	 	 	 
	 	 	
                By:

              	 
	
                Witness

              	 	 	
                David
                  J. Bugbee, Senior Vice
                  President

              


      

    

     

     

    
      	
               

            	
               

            
	
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    SCHEDULE
      I

     

    
      
        	
                Valley
                  Forge Consulting Corporation

                a
                  Pennsylvania corporation

                998
                  Old Eagle School Rd., Suite 1206

                Wayne,
                  PA 19087

              	 
	 	 
	
                V.F.
                  Associates, Inc.

                a
                  Pennsylvania corporation

                998
                  Old Eagle School Rd., Suite 1206

                Wayne,
                  PA 19087

              	 
	 	 
	
                V.F.
                  Investment Services Corp.

                a
                  Pennsylvania corporation

                998
                  Old Eagle School Rd., Suite 1206

                Wayne,
                  PA 19087

              	 


      

    

     

    
      	
               

            	
               

            
	
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