SECURITY
      AGREEMENT

     

    SECURITY
      AGREEMENT,
      dated
      as of November 30, 2007, by and among (i) the Grantors identified as such on
      the
      signature pages hereof (the “Grantors”
and
      each, individually, a “Grantor”)
      and
      (ii) Woodside Agency Services, LLC, as collateral agent (hereinafter, in such
      capacity, the “Collateral Agent”)
      for
      itself and the Holders (as such term is defined in the Purchase Agreement
      referred to below) under the Securities Purchase and Loan Agreement dated as
      of
      November 30, 2007 (as amended and in effect from time to time, the “Purchase Agreement”),
      among
      National Investment Managers Inc. (the “Company”),
      the
      Holders and the Collateral Agent.

     

    WHEREAS,
      it is a
      condition precedent to the Holders' extending credit accommodations to the
      Company under the Purchase Agreement that the Grantors execute and deliver
      to
      the Collateral Agent, for the benefit of the Holders and the Collateral Agent,
      a
      security agreement in substantially the form hereof; and

     

    WHEREAS,
      each
      Grantor wishes to grant a security interest in favor of the Collateral Agent,
      for the benefit of the Holders and the Collateral Agent, as herein
      provided;

     

    NOW,
      THEREFORE,
      in
      consideration of the promises contained herein and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

     

    1. Definitions.
      All
      capitalized terms used herein without definitions shall have the respective
      meanings provided therefor in the Purchase Agreement. The term “State”,
      as
      used herein, means the Commonwealth of Massachusetts. All terms defined in
      the
      Uniform Commercial Code of the State and used herein shall have the same
      definitions herein as specified therein. However, if a term is defined in
      Article 9 of the Uniform Commercial Code of the State differently than in
      another Article of the Uniform Commercial Code of the State, the term has the
      meaning specified in Article 9. The term “electronic document” applies in the
      event that the 2003 revisions to Article 7, with amendments to Article 9, of
      the
      Uniform Commercial Code, in substantially the form approved by the American
      Law
      Institute and the National Conference of Commissioners on Uniform State Laws,
      are now or hereafter adopted and become effective in the State or in any other
      relevant jurisdiction. 

     

    2. Grant
      of Security Interest. 

     

    2.1. Grant;
      Collateral Description.
      Each
      Grantor hereby grants to the Collateral Agent, for the benefit of the Holders
      and the Collateral Agent, to secure the payment and performance in full of
      all
      of the Obligations, a security interest in and pledges and assigns to the
      Collateral Agent, for the benefit of the Holders and the Collateral Agent,
      the
      following properties, assets and rights of such Grantor, wherever located,
      whether now owned or hereafter acquired or arising, and all proceeds and
      products thereof (all of the same being hereinafter called the “Collateral”):
      all
      personal and fixture property of every kind and nature including all goods
      (including inventory, equipment and any accessions thereto), instruments
      (including promissory notes), documents (including, if applicable, electronic
      documents), accounts (including health-care-insurance receivables), chattel
      paper (whether tangible or electronic), deposit accounts, letter-of-credit
      rights (whether or not the letter of credit is evidenced by a writing),
      commercial tort claims, securities and all other investment property, supporting
      obligations, any other contract rights or rights to the payment of money,
      insurance claims and proceeds, and all general intangibles (including all
      payment intangibles). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.2. Commercial
      Tort Claims.
      The
      Collateral Agent acknowledges that the attachment of its security interest
      in
      any commercial tort claim as original collateral is subject to each Grantor’s
      compliance with §4.7.

     

    3. Authorization
      to File Financing Statements.
      Each
      Grantor hereby irrevocably authorizes the Collateral Agent at any time and
      from
      time to time to file in any filing office in any Uniform Commercial Code
      jurisdiction any initial financing statements and amendments thereto that (a)
      indicate the Collateral (i) as all assets of such Grantor or words of similar
      effect, regardless of whether any particular asset comprised in the Collateral
      falls within the scope of Article 9 of the Uniform Commercial Code of the State
      or such jurisdiction, or (ii) as being of an equal or lesser scope or with
      greater detail, and (b) provide any other information required by part 5 of
      Article 9 of the Uniform Commercial Code of the State or such other jurisdiction
      for the sufficiency or filing office acceptance of any financing statement
      or
      amendment, including (i) whether such Grantor is an organization, the type
      of
      organization and any organizational identification number issued to such Grantor
      and, (ii) in the case of a financing statement filed as a fixture filing or
      indicating Collateral as as-extracted collateral or timber to be cut, a
      sufficient description of real property to which the Collateral relates. Each
      Grantor agrees to furnish any such information to the Collateral Agent promptly
      upon request. Each Grantor also ratifies its authorization for the Collateral
      Agent to have filed in any Uniform Commercial Code jurisdiction any like initial
      financing statements or amendments thereto if filed prior to the date
      hereof.

     

    4. Other
      Actions. Further
      to insure the attachment, perfection and first priority of, and the ability
      of
      the Collateral Agent to enforce, the Collateral Agent’s security interest in the
      Collateral, each Grantor agrees, in each case at such Grantor’s expense, to take
      the following actions with respect to the following Collateral and without
      limitation on such Grantor’s other obligations contained in this
      Agreement:

     

    4.1. Promissory
      Notes and Tangible Chattel Paper.
      If any
      Grantor shall, now or at any time hereafter, hold or acquire any promissory
      notes or tangible chattel paper, such Grantor shall forthwith endorse, assign
      and deliver the same to the Collateral Agent, accompanied by such instruments
      of
      transfer or assignment duly executed in blank as the Collateral Agent may from
      time to time specify.

     

    
      
        
        

      

      
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    4.2. Deposit
      Accounts.
      For
      each
      deposit account that any Grantor, now or at any time hereafter, opens or
      maintains, such Grantor shall, at the Collateral Agent’s request and option,
      pursuant to an agreement in form and substance satisfactory to the Collateral
      Agent, either (a) cause the depositary bank to agree to comply without further
      consent of such Grantor, at any time with instructions from the Collateral
      Agent
      to such depositary bank directing the disposition of funds from time to time
      credited to such deposit account, or (b) arrange for the Collateral Agent to
      become the customer of the depositary bank with respect to the deposit account,
      with such Grantor being permitted, only with the consent of the Collateral
      Agent, to exercise rights to withdraw funds from such deposit account. The
      Collateral Agent agrees with the Grantors that the Collateral Agent shall not
      give any such instructions or withhold any withdrawal rights from any Grantor,
      unless an Event of Default has occurred and is continuing, or, if effect were
      given to any withdrawal not otherwise permitted by the Loan Documents, would
      occur. The provisions of this paragraph shall not apply to (i) a deposit account
      for which the Collateral Agent is the depositary bank and is in automatic
      control, and (ii) any deposit accounts specially and exclusively used for
      payroll, payroll taxes and other employee wage and benefit payments to or for
      the benefit of any Grantor’s salaried employees.

     

    4.3. Investment
      Property.
      If any
      Grantor shall, now or at any time hereafter, hold or acquire any certificated
      securities, such Grantor shall forthwith endorse, assign and deliver the same
      to
      the Collateral Agent, accompanied by such instruments of transfer or assignment
      duly executed in blank as the Collateral Agent may from time to time specify.
      If
      any securities now or hereafter acquired by any Grantor are uncertificated
      and
      are issued to such Grantor or its nominee directly by the issuer thereof, such
      Grantor shall immediately notify the Collateral Agent thereof and, at the
      Collateral Agent’s request and option, pursuant to an agreement in form and
      substance satisfactory to the Collateral Agent, either (a) cause the issuer
      to
      agree to comply without further consent of such Grantor or such nominee, at
      any
      time with instructions from the Collateral Agent as to such securities, or
      (b)
      arrange for the Collateral Agent to become the registered owner of the
      securities. If any securities, whether certificated or uncertificated, or other
      investment property now or hereafter acquired by any Grantor are held by such
      Grantor or its nominee through a securities intermediary or commodity
      intermediary, such Grantor shall immediately notify the Collateral Agent thereof
      and, at the Collateral Agent’s request and option, pursuant to an agreement in
      form and substance satisfactory to the Collateral Agent, either (i) cause such
      securities intermediary or (as the case may be) commodity intermediary to agree
      to comply, in each case without further consent of such Grantor or such nominee,
      at any time with entitlement orders or other instructions from the Collateral
      Agent to such securities intermediary as to such securities or other investment
      property, or (as the case may be) to apply any value distributed on account
      of
      any commodity contract as directed by the Collateral Agent to such commodity
      intermediary, or (ii) in the case of financial assets or other investment
      property held through a securities intermediary, arrange for the Collateral
      Agent to become the entitlement holder with respect to such investment property,
      with such Grantor being permitted, only with the consent of the Collateral
      Agent, to exercise rights to withdraw or otherwise deal with such investment
      property. The Collateral Agent agrees with the Grantors that the Collateral
      Agent shall not give any such entitlement orders or instructions or directions
      to any such issuer, securities intermediary or commodity intermediary, and
      shall
      not withhold its consent to the exercise of any withdrawal or dealing rights
      by
      any Grantor, unless an Event of Default has occurred and is continuing, or,
      after giving effect to any such investment and withdrawal rights not otherwise
      permitted by the Loan Documents, would occur. The provisions of this paragraph
      shall not apply to any financial assets credited to a securities account for
      which the Collateral Agent is the securities intermediary.

     

    
      
        
        

      

      
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    4.4. Collateral
      in the Possession of a Bailee.
      If any
      Collateral is, now or at any time hereafter, in the possession of a bailee,
      the
      Grantors shall promptly notify the Collateral Agent thereof and, at the
      Collateral Agent’s request and option, shall promptly obtain an acknowledgement
      from the bailee, in form and substance satisfactory to the Collateral Agent,
      that the bailee holds such Collateral for the benefit of the Collateral Agent
      and such bailee’s agreement to comply, without further consent of any Grantor,
      at any time with instructions of the Collateral Agent as to such Collateral.
      The
      Collateral Agent agrees with the Grantors that the Collateral Agent shall not
      give any such instructions unless an Event of Default has occurred and is
      continuing or would occur after taking into account any action by any Grantor
      with respect to the bailee.

     

    4.5. Electronic
      Chattel Paper, Electronic Documents and Transferable
      Records.
      If any
      Grantor, now or at any time hereafter, holds or acquires an interest in any
      electronic chattel paper, any electronic document or any “transferable record,”
as that term is defined in Section 201 of the federal Electronic Signatures
      in
      Global and National Commerce Act, or in §16 of the Uniform Electronic
      Transactions Act as in effect in any relevant jurisdiction, such Grantor shall
      promptly notify the Collateral Agent thereof and, at the request and option
      of
      the Collateral Agent, shall take such action as the Collateral Agent may
      reasonably request to vest in the Collateral Agent control, under §9-105 of the
      Uniform Commercial Code of the State or any other relevant jurisdiction, of
      such
      electronic chattel paper, control, under §7-106 of the Uniform Commercial Code
      of the State or any other relevant jurisdiction, of such electronic document
      or
      control, under Section 201 of the federal Electronic Signatures in Global and
      National Commerce Act or, as the case may be, §16 of the Uniform Electronic
      Transactions Act, as so in effect in such jurisdiction, of such transferable
      record. The Collateral Agent agrees with the Grantors that the Collateral Agent
      will arrange, pursuant to procedures satisfactory to the Collateral Agent and
      so
      long as such procedures will not result in the Collateral Agent’s loss of
      control, for the Grantors to make alterations to the electronic chattel paper,
      electronic document or transferable record permitted under UCC §9-105, UCC
§7-106, or, as the case may be, Section 201 of the federal Electronic Signatures
      in Global and National Commerce Act or §16 of the Uniform Electronic
      Transactions Act for a party in control to make without loss of control, unless
      an Event of Default has occurred and is continuing or would occur after taking
      into account any action by any Grantor with respect to such electronic chattel
      paper, electronic document or transferable record. The
      provisions of this §4.5 relating to electronic documents and “control” under UCC
§7-106 apply in the event that the 2003 revisions to Article 7, with amendments
      to Article 9, of the Uniform Commercial Code, in substantially the form approved
      by the American Law Institute and the National Conference of Commissioners
      on
      Uniform State Laws, are now or hereafter adopted and become effective in the
      State or in any other relevant jurisdiction.

     

    
      
        
        

      

      
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    4.6. Letter-of-Credit
      Rights.
      If any
      Grantor is, now or at any time hereafter, a beneficiary under a letter of credit
      now or hereafter, such Grantor shall promptly notify the Collateral Agent
      thereof and, at the request and option of the Collateral Agent, such Grantor
      shall, pursuant to an agreement in form and substance satisfactory to the
      Collateral Agent, either (a) arrange for the issuer and any confirmer of such
      letter of credit to consent to an assignment to the Collateral Agent of the
      proceeds of the letter of credit or (b) arrange for the Collateral Agent to
      become the transferee beneficiary of the letter of credit, with the Collateral
      Agent agreeing, in each case, that the proceeds of the letter of credit are
      to
      be applied as provided in the Purchase Agreement.

     

    4.7. Commercial
      Tort Claims. If
      any
      Grantor shall, now or at any time hereafter, hold or acquire a commercial tort
      claim, such Grantor shall immediately notify the Collateral Agent in a writing
      signed by such Grantor of the particulars thereof and grant to the Collateral
      Agent, for the benefit of the Holders and the Collateral Agent, in such writing
      a security interest therein and in the proceeds thereof, all upon the terms
      of
      this Agreement, with such writing to be in form and substance satisfactory
      to
      the Collateral Agent.

     

    4.8. Other
      Actions as to any and all Collateral.
      Each
      Grantor further agrees, upon the request of the Collateral Agent and at the
      Collateral Agent’s option, to take any and all other actions as the Collateral
      Agent may determine to be necessary or useful for the attachment, perfection
      and
      first priority of, and the ability of the Collateral Agent to enforce, the
      Collateral Agent’s security interest in any and all of the Collateral, including
      (a) executing, delivering and, where appropriate, filing financing statements
      and amendments relating thereto under the Uniform Commercial Code of any
      relevant jurisdiction, to the extent, if any, that such Grantor’s signature
      thereon is required therefor, (b) causing the Collateral Agent’s name to be
      noted as secured party on any certificate of title for a titled good if such
      notation is a condition to attachment, perfection or priority of, or ability
      of
      the Collateral Agent to enforce, the Collateral Agent’s security interest in
      such Collateral, (c) complying with any provision of any statute, regulation
      or
      treaty of the United States as to any Collateral if compliance with such
      provision is a condition to attachment, perfection or priority of, or ability
      of
      the Collateral Agent to enforce, the Collateral Agent’s security interest in
      such Collateral, (d) obtaining governmental and other third party waivers,
      consents and approvals, in form and substance satisfactory to the Collateral
      Agent, including any consent of any licensor, lessor or other person obligated
      on Collateral, (e) obtaining waivers from mortgagees and landlords in form
      and
      substance satisfactory to the Collateral Agent and (f) taking all actions under
      any earlier versions of the Uniform Commercial Code or under any other law,
      as
      reasonably determined by the Collateral Agent to be applicable in any relevant
      Uniform Commercial Code or other jurisdiction, including any foreign
      jurisdiction.

     

    5. Relation
      to Other Security Documents.
      The
      provisions of this Agreement supplement the provisions of any real estate
      mortgage or deed of trust granted by any Grantor to the Collateral Agent, for
      the benefit of the Holders and the Collateral Agent, and which secures the
      payment or performance of any of the Obligations. Nothing contained in any
      such
      real estate mortgage or deed of trust shall derogate from any of the rights
      or
      remedies of the Collateral Agent or any of the Holders hereunder. In addition,
      to the provisions of this Agreement being so read and construed with any such
      mortgage or deed of trust, the provisions of this Agreement shall be read and
      construed with the other Security Documents referred to below in the manner
      so
      indicated.

     

    
      
        
        

      

      
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    5.1. Securities
      Pledge Agreement. Concurrently
      herewith certain of the Grantors are executing and delivering to the Collateral
      Agent, for the benefit of the Holders and the Collateral Agent, securities
      pledge agreements pursuant to which such Grantors are pledging to the Collateral
      Agent all of the shares of the equity interest of their subsidiaries. Such
      pledges shall be governed by the terms of such securities pledge agreements
      and
      not by the terms of this Agreement.

     

    6. Representations
      and Warranties Concerning Grantors’ Legal Status.
      Each
      Grantor has previously delivered to the Collateral Agent a certificate signed
      by
      such Grantor and entitled “Perfection Certificate” (the “Perfection Certificate”).
      Each
      Grantor represents and warrants to the Holders and the Collateral Agent as
      follows: (a) such Grantor’s exact legal name is that indicated on the Perfection
      Certificate and on the signature page hereof, (b) such Grantor is an
      organization of the type, and is organized in the jurisdiction, set forth in
      the
      Perfection Certificate, (c) the Perfection Certificate accurately sets forth
      such Grantor’s organizational identification number or accurately states that
      such Grantor has none, (d) the Perfection Certificate accurately sets forth
      such
      Grantor’s place of business or, if more than one, its chief executive office, as
      well as such Grantor’s mailing address, if different, (e) all other information
      set forth on the Perfection Certificate pertaining to such Grantor is accurate
      and complete, and (f) there has been no change in any of such information
      since the date on which the Perfection Certificate was signed by such
      Grantor.

     

    7. Covenants
      Concerning Grantors’ Legal Status.
      Each
      Grantor covenants with the Holders and the Collateral Agent as follows: (a)
      without providing at least thirty (30) days prior written notice to the
      Collateral Agent, such Grantor will not change its name, its place of business
      or, if more than one, chief executive office, or its mailing address or
      organizational identification number if it has one, (b) if such Grantor does
      not
      have an organizational identification number and later obtains one, such Grantor
      will forthwith notify the Collateral Agent of such organizational identification
      number, and (c) such Grantor will not change its type of organization,
      jurisdiction of organization or other legal structure.

     

    8. Representations
      and Warranties Concerning Collateral, Etc. Each
      Grantor further represents and warrants to the Holders and the Collateral Agent
      as follows: (a) such Grantor is the owner of the Collateral, free from any
      right
      or claim of any person or any adverse lien, except for the security interest
      created by this Agreement and other Liens permitted by the Purchase Agreement,
      (b) none of the Collateral constitutes, or is the proceeds of, “farm products”
as defined in §9-102(a)(34) of the Uniform Commercial Code of the State, (c)
      none of the account debtors or other persons obligated on any of the Collateral
      is a governmental authority covered by the Federal Assignment of Claims Act
      or
      like federal, state or local statute or rule in respect of such Collateral,
      (d)
      such Grantor holds no commercial tort claim except as indicated on the
      Perfection Certificate, (e) such Grantor has at all times operated its business
      in compliance with all applicable provisions of the federal Fair Labor Standards
      Act, as amended, and with all applicable provisions of federal, state and local
      statutes and ordinances dealing with the control, shipment, storage or disposal
      of hazardous materials or substances, (f) all other information set forth on
      the
      Perfection Certificate pertaining to the Collateral is accurate and complete,
      and (g) there has been no change in any of such information since the date
      on
      which the Perfection Certificate was signed by such Grantor.

     

    
      
        
        

      

      
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    9. Covenants
      Concerning Collateral, Etc.
      Each
      Grantor further covenants with the Holders and the Collateral Agent as follows:
      (a) the Collateral, to the extent not delivered to the Collateral Agent pursuant
      to §4, will be kept at those locations listed on the Perfection Certificate and
      such Grantor will not remove the Collateral from such locations, without
      providing at least 30 days prior written notice to the Collateral Agent, (b)
      except for the security interest herein granted and
      Liens
      permitted by the Purchase Agreement, such Grantor shall be the owner of the
      Collateral free from any right or claim of any other person or any lien, and
      such Grantor shall defend the same against all claims and demands of all persons
      at any time claiming the same or any interests therein adverse to the Collateral
      Agent or any of the Holders, (c) such Grantor shall not pledge, mortgage or
      create, or suffer to exist any right of any person in or claim by any person
      to
      the Collateral, or any lien in the Collateral in favor of any person, or become
      bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the
      State or any other relevant jurisdiction or otherwise) by a security agreement
      in favor of any person as secured party, other than the Collateral Agent except
      for Liens permitted by the Purchase Agreement, (d) such Grantor will keep the
      Collateral in good order and repair and will not use the same in violation
      of
      law or any policy of insurance thereon, (e) as provided in the Purchase
      Agreement, such Grantor will permit the Collateral Agent, or its designee,
      to
      inspect the Collateral at any reasonable time, wherever located, (f) such
      Grantor will pay promptly when due all taxes, assessments, governmental charges
      and levies upon the Collateral or incurred in connection with the use or
      operation of the Collateral or incurred in connection with this Agreement,
      (g)
      such Grantor will continue to operate, its business in compliance with all
      applicable provisions of the federal Fair Labor Standards Act, as amended,
      and
      with all applicable provisions of federal, state and local statutes and
      ordinances dealing with the control, shipment, storage or disposal of hazardous
      materials or substances, and (h) such Grantor will not sell or otherwise
      dispose, or offer to sell or otherwise dispose, of the Collateral or any
      interest therein except for dispositions permitted by the Purchase
      Agreement.

     

    10. Insurance. 

     

    10.1. Maintenance
      of Insurance. Each
      Grantor will maintain with financially sound and reputable insurers insurance
      with respect to its properties and business against such casualties and
      contingencies as shall be in accordance with general practices of businesses
      engaged in similar activities in similar geographic areas. Such insurance shall
      be in such minimum amounts that no Grantor will be deemed a co-insurer under
      applicable insurance laws, regulations and policies and otherwise shall be
      in
      such amounts, contain such terms, be in such forms and be for such periods
      as
      may be reasonably satisfactory to the Collateral Agent. In addition, all such
      insurance shall be payable to the Collateral Agent as loss payee for
      the
      benefit of the Holders and the Collateral Agent. Without limiting the foregoing,
      each Grantor will (a) keep all of its physical property insured with casualty
      or
      physical hazard insurance on an “all risks” basis, with broad form flood and
      earthquake coverages and electronic data processing coverage, with a full
      replacement cost endorsement and an “agreed amount” clause in an amount equal to
      100% of the full replacement cost of such property, (b) maintain all such
      workers' compensation or similar insurance as may be required by law and (c)
      maintain, in amounts and with deductibles equal to those generally maintained
      by
      businesses engaged in similar activities in similar geographic areas, general
      public liability insurance against claims of bodily injury, death or property
      damage occurring, on, in or about the properties of such Grantor; business
      interruption insurance; and product liability insurance.

     

    
      
        
        

      

      
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    10.2. Insurance
      Proceeds. The
      proceeds of any casualty insurance in respect of any casualty loss of any of
      the
      Collateral shall be applied to the Obligations in accordance with Section 3.1
      of
      the Purchase Agreement.

     

    10.3. Continuation
      of Insurance. All
      policies of insurance shall provide for at least 30 days prior written
      cancellation notice to the Collateral Agent. In the event of failure by any
      Grantor to provide and maintain insurance as herein provided, the Collateral
      Agent may, at its option, provide such insurance and charge the amount thereof
      to such Grantor. The Grantors shall furnish the Collateral Agent with
      certificates of insurance and policies evidencing compliance with the foregoing
      insurance provision.

     

    11. Collateral
      Protection Expenses; Preservation of Collateral. 

     

    11.1. Expenses
      Incurred by Collateral Agent. In
      the
      Collateral Agent’s discretion, the Collateral Agent may discharge taxes and
      other encumbrances at any time levied or placed on any of the Collateral,
      maintain any of the Collateral, make repairs thereto and pay any necessary
      filing fees or insurance premiums, in each case if any Grantor fails to do
      so.
      Each Grantor agrees to reimburse the Collateral Agent on demand for all
      expenditures so made. The Collateral Agent shall have no obligation to any
      Grantor to make any such expenditures, nor shall the making thereof be construed
      as a waiver or cure of any Default or Event of Default.

     

    11.2. Collateral
      Agent's Obligations and Duties. Anything
      herein to the contrary notwithstanding, each Grantor shall remain obligated
      and
      liable under each contract or agreement comprised in the Collateral to be
      observed or performed by such Grantor thereunder. Neither the Collateral Agent
      nor any Holder shall have any obligation or liability under any such contract
      or
      agreement by reason of or arising out of this Agreement or the receipt by the
      Collateral Agent or any Holder of any payment relating to any of the Collateral,
      nor shall the Collateral Agent or any Holder be obligated in any manner to
      perform any of the obligations of any Grantor under or pursuant to any such
      contract or agreement, to make inquiry as to the nature or sufficiency of any
      payment received by the Collateral Agent or any Holder in respect of the
      Collateral or as to the sufficiency of any performance by any party under any
      such contract or agreement, to present or file any claim, to take any action
      to
      enforce any performance or to collect the payment of any amounts which may
      have
      been assigned to the Collateral Agent or to which the Collateral Agent or any
      Holder may be entitled at any time or times. The Collateral Agent's sole duty
      with respect to the custody, safe keeping and physical preservation of the
      Collateral in its possession, under §9-207 of the Uniform Commercial Code of the
      State or otherwise, shall be to deal with such Collateral in the same manner
      as
      the Collateral Agent deals with similar property for its own
      account.

     

    
      
        
        

      

      
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    12. Securities
      and Deposits. The
      Collateral Agent may at any time following and during the continuance of an
      Event of Default, at its option, transfer to itself or any nominee any
      securities constituting Collateral, receive any income thereon and hold such
      income as additional Collateral or apply it to the Obligations. Whether or
      not
      any Obligations are due, the Collateral Agent may following and during the
      continuance of an Event of Default demand, sue for, collect, or make any
      settlement or compromise which it deems desirable with respect to the
      Collateral. Regardless of the adequacy of Collateral or any other security
      for
      the Obligations, any deposits or other sums at any time credited by or due
      from
      the Collateral Agent or any Holder to any Grantor may at any time be applied
      to
      or set off against any of the Obligations.

     

    13. Notification
      to Account Debtors and Other Persons Obligated on
      Collateral. If
      an
      Event of Default shall have occurred and be continuing, each Grantor shall,
      at
      the request and option of the Collateral Agent, notify account debtors and
      other
      persons obligated on any of the Collateral of the security interest of the
      Collateral Agent in any account, chattel paper, general intangible, instrument
      or other Collateral and that payment thereof is to be made directly to the
      Collateral Agent or to any financial institution designated by the Collateral
      Agent as the Collateral Agent's agent therefor, and the Collateral Agent may
      itself, if an Event of Default shall have occurred and be continuing, without
      notice to or demand upon any Grantor, so notify account debtors and other
      persons obligated on Collateral. After the making of such a request or the
      giving of any such notification, each Grantor shall hold any proceeds of
      collection of accounts, chattel paper, general intangibles, instruments and
      other Collateral received by such Grantor as trustee for the Collateral Agent,
      for the benefit of the Holders and the Collateral Agent, without commingling
      the
      same with other funds of such Grantor and shall turn the same over to the
      Collateral Agent in the identical form received, together with any necessary
      endorsements or assignments. The Collateral Agent shall apply the proceeds
      of
      collection of accounts, chattel paper, general intangibles, instruments and
      other Collateral received by the Collateral Agent to the Obligations, such
      proceeds to be immediately credited after final payment in cash or other
      immediately available funds of the items giving rise to them.

     

    14. Power
      of Attorney. 

     

    14.1. Appointment
      and Powers of Collateral Agent. Each
      Grantor hereby irrevocably constitutes and appoints the Collateral Agent and
      any
      officer or agent thereof, with full power of substitution, as its true and
      lawful attorneys-in-fact with full irrevocable power and authority in the place
      and stead of such Grantor or in the Collateral Agent's own name, for the purpose
      of carrying out the terms of this Agreement, to take any and all appropriate
      action and to execute any and all documents and instruments that may be
      necessary or useful to accomplish the purposes of this Agreement and, without
      limiting the generality of the foregoing, hereby gives said attorneys the power
      and right, on behalf of such Grantor, without notice to or assent by such
      Grantor, to do the following:

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (a) upon
      the
      occurrence and during the continuance of an Event of Default, generally to
      sell,
      transfer, pledge, make any agreement with respect to or otherwise dispose of
      or
      deal with any of the Collateral in such manner as is consistent with the Uniform
      Commercial Code of the State or any other relevant jurisdiction and as fully
      and
      completely as though the Collateral Agent were the absolute owner thereof for
      all purposes, and to do, at such Grantor's expense, at any time, or from time
      to
      time, all acts and things which the Collateral Agent deems necessary or useful
      to protect, preserve or realize upon the Collateral and the Collateral Agent's
      security interest therein, in order to effect the intent of this Agreement,
      all
      no less fully and effectively as such Grantor might do, including (i) the filing
      and prosecuting of registration and transfer applications with the appropriate
      federal, state or local agencies or authorities with respect to trademarks,
      copyrights and patentable inventions and processes, (ii) upon written notice
      to
      such Grantor, the exercise of voting rights with respect to voting securities,
      which rights may be exercised, if the Collateral Agent so elects, with a view
      to
      causing the liquidation of assets of the issuer of any such securities and
      (iii)
      the execution, delivery and recording, in connection with any sale or other
      disposition of any Collateral, of the endorsements, assignments or other
      instruments of conveyance or transfer with respect to such Collateral;
      and

     

    (b) to
      the
      extent that such Grantor’s authorization given in §3 is not sufficient, to file
      such financing statements with respect hereto, with or without such Grantor
      's
      signature, or a photocopy of this Agreement in substitution for a financing
      statement, as the Collateral Agent may deem appropriate and to execute in such
      Grantor 's name such financing statements and amendments thereto and
      continuation statements which may require such Grantor 's
      signature.

     

    14.2. Ratification
      by Grantor. To
      the
      extent permitted by law, each Grantor hereby ratifies all that said attorneys
      shall lawfully do or cause to be done by virtue hereof. This power of attorney
      is a power coupled with an interest and is irrevocable.

     

    14.3. No
      Duty on Collateral Agent. The
      powers conferred on the Collateral Agent hereunder are solely to protect the
      interests of the Collateral Agent and the Holders in the Collateral and shall
      not impose any duty upon the Collateral Agent to exercise any such powers.
      The
      Collateral Agent shall be accountable only for the amounts that it actually
      receives as a result of the exercise of such powers, and neither it nor any
      of
      its officers, directors, employees or agents shall be responsible to any Grantor
      for any act or failure to act, except for the Collateral Agent's own gross
      negligence or willful misconduct.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    15. Rights
      and Remedies. If
      an
      Event of Default shall have occurred and be continuing, the Collateral Agent,
      without any other notice to or demand upon any Grantor, shall have in any
      jurisdiction in which enforcement hereof is sought, in addition to all other
      rights and remedies, the rights and remedies of a secured party under the
      Uniform Commercial Code of the State or any other relevant jurisdiction and
      any
      additional rights and remedies as may be provided to a secured party in any
      jurisdiction in which Collateral is located, including the right to take
      possession of the Collateral, and for that purpose the Collateral Agent may,
      so
      far as such Grantor can give authority therefor, enter upon any premises on
      which the Collateral may be situated and remove the same therefrom. The
      Collateral Agent may in its discretion require any Grantor to assemble all
      or
      any part of the Collateral at such location or locations within the
      jurisdiction(s) of such Grantor 's principal office(s) or at such other
      locations as the Collateral Agent may reasonably designate. Unless the
      Collateral is perishable or threatens to decline speedily in value or is of
      a
      type customarily sold on a recognized market, the Collateral Agent shall give
      to
      the applicable Grantor at least five (5) Business Days prior written notice
      of
      the time and place of any public sale of Collateral or of the time after which
      any private sale or any other intended disposition is to be made. Each Grantor
      hereby acknowledges that five (5) Business Days prior written notice of such
      sale or sales shall be reasonable notice. In addition, each Grantor waives
      any
      and all rights that it may have to a judicial hearing in advance of the
      enforcement of any of the Collateral Agent's rights and remedies hereunder,
      including its right following an Event of Default to take immediate possession
      of the Collateral and to exercise its rights and remedies with respect
      thereto.

     

    16. Standards
      for Exercising Rights and Remedies. To
      the
      extent that applicable law imposes duties on the Collateral Agent to exercise
      remedies in a commercially reasonable manner, each Grantor acknowledges and
      agrees that it is not commercially unreasonable for the Collateral Agent (a)
      to
      fail to incur expenses reasonably deemed significant by the Collateral Agent
      to
      prepare Collateral for disposition or otherwise to fail to complete raw material
      or work in process into finished goods or other finished products for
      disposition, (b) to fail to obtain third party consents for access to Collateral
      to be disposed of, or to obtain or, if not required by other law, to fail to
      obtain governmental or third party consents for the collection or disposition
      of
      Collateral to be collected or disposed of, (c) to fail to exercise collection
      remedies against account debtors or other persons obligated on Collateral or
      to
      fail to remove Liens on or any adverse claims against Collateral, (d) to
      exercise collection remedies against account debtors and other persons obligated
      on Collateral directly or through the use of collection agencies and other
      collection specialists, (e) to advertise dispositions of Collateral through
      publications or media of general circulation, whether or not the Collateral
      is
      of a specialized nature, (f) to contact other persons, whether or not in the
      same business as such Grantor, for expressions of interest in acquiring all
      or
      any portion of the Collateral, (g) to hire one or more professional auctioneers
      to assist in the disposition of Collateral, whether or not the collateral is
      of
      a specialized nature, (h) to dispose of Collateral by utilizing Internet sites
      that provide for the auction of assets of the types included in the Collateral
      or that have the reasonable capability of doing so, or that match buyers and
      sellers of assets, (i) to dispose of assets in wholesale rather than retail
      markets, (j) to disclaim disposition warranties, (k) to purchase insurance
      or
      credit enhancements to insure the Collateral Agent against risks of loss,
      collection or disposition of Collateral or to provide to the Collateral Agent
      a
      guaranteed return from the collection or disposition of Collateral, or (l)
      to
      the extent deemed appropriate by the Collateral Agent, to obtain the services
      of
      brokers, investment bankers, consultants and other professionals to assist
      the
      Collateral Agent in the collection or disposition of any of the Collateral.
      Each
      Grantor acknowledges that the purpose of this §16 is to provide non-exhaustive
      indications of what actions or omissions by the Collateral Agent would fulfill
      the Collateral Agent’s duties under the Uniform Commercial Code of the State or
      any other relevant jurisdiction in the Collateral Agent’s exercise of remedies
      against the Collateral and that other actions or omissions by the Collateral
      Agent shall not be deemed to fail to fulfill such duties solely on account
      of
      not being indicated in this §16. Without limitation upon the foregoing, nothing
      contained in this §16 shall be construed to grant any rights to any Grantor or
      to impose any duties on the Collateral Agent that would not have been granted
      or
      imposed by this Agreement or by applicable law in the absence of this §16.


     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    17. No
      Waiver by Collateral Agent, etc.
      The
      Collateral Agent shall not be deemed to have waived any of its rights and
      remedies in respect of the Obligations or the Collateral unless such waiver
      shall be in writing and signed by the Collateral Agent with the consent of
      the
      Holders. No delay or omission on the part of the Collateral Agent in exercising
      any right or remedy shall operate as a waiver of such right or remedy or any
      other right or remedy. A waiver on any one occasion shall not be construed
      as a
      bar to or waiver of any right or remedy on any future occasion. All rights
      and
      remedies of the Collateral Agent with respect to the Obligations or the
      Collateral, whether evidenced hereby or by any other instrument or papers,
      shall
      be cumulative and may be exercised singularly, alternatively, successively
      or
      concurrently at such time or at such times as the Collateral Agent deems
      expedient.

     

    18. Suretyship
      Waivers by Grantors. Each
      Grantor waives demand, notice, protest, notice of acceptance of this Agreement,
      notice of loans made, credit extended, Collateral received or delivered or
      other
      action taken in reliance hereon and all other demands and notices of any
      description. With respect to both the Obligations and the Collateral, each
      Grantor assents to any extension or postponement of the time of payment or
      any
      other indulgence, to any substitution, exchange or release of or failure to
      perfect any security interest in any Collateral, to the addition or release
      of
      any party or person primarily or secondarily liable, to the acceptance of
      partial payment thereon and the settlement, compromising or adjusting of any
      thereof, all in such manner and at such time or times as the Collateral Agent
      may deem advisable. The Collateral Agent shall have no duty as to the collection
      or protection of the Collateral or any income therefrom, the preservation of
      rights against prior parties, or the preservation of any rights pertaining
      thereto beyond the safe custody thereof as set forth in §11.2. Each Grantor
      further waives any and all other suretyship defenses.

     

    19. Marshaling. Neither
      the Collateral Agent nor any Holder shall be required to marshal any present
      or
      future collateral security (including but not limited to the Collateral) for,
      or
      other assurances of payment of, the Obligations or any of them or to resort
      to
      such collateral security or other assurances of payment in any particular order,
      and all of the rights and remedies of the Collateral Agent or any Holder
      hereunder and of the Collateral Agent or any Holder in respect of such
      collateral security and other assurances of payment shall be cumulative and
      in
      addition to all other rights and remedies, however existing or arising. To
      the
      extent that it lawfully may, each Grantor hereby agrees that it will not invoke
      any law relating to the marshaling of collateral which might cause delay in
      or
      impede the enforcement of the Collateral Agent's rights and remedies under
      this
      Agreement or under any other instrument creating or evidencing any of the
      Obligations or under which any of the Obligations is outstanding or by which
      any
      of the Obligations is secured or payment thereof is otherwise assured, and,
      to
      the extent that it lawfully may, each Grantor hereby irrevocably waives the
      benefits of all such laws.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    20. Proceeds
      of Dispositions; Expenses. Each
      Grantor shall pay to the Collateral Agent on demand any and all expenses,
      including reasonable attorneys' fees and disbursements, incurred or paid by
      the
      Collateral Agent in protecting, preserving or enforcing the Collateral Agent's
      rights and remedies under or in respect of any of the Obligations or any of
      the
      Collateral. After deducting all of said expenses, the residue of any proceeds
      of
      collection or sale or other disposition of Collateral shall, to the extent
      actually received in cash, be applied to the payment of the Obligations in
      such
      order or preference as is provided in the Purchase Agreement, proper allowance
      and provision being made for any Obligations not then due. Upon the final
      payment and satisfaction in full of all of the Obligations and after making
      any
      payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform
      Commercial Code of the State, any excess shall be returned to the Grantors.
      In
      the absence of final payment and satisfaction in full of all of the Obligations,
      each Grantor shall remain liable for any deficiency.

     

    21. Overdue
      Amounts. Until
      paid, all amounts due and payable by any Grantor hereunder shall be a debt
      secured by the Collateral and shall bear, whether before or after judgment,
      interest at the rate of interest for overdue principal set forth in the Purchase
      Agreement.

     

    22. Governing
      Law; Consent to Jurisdiction. THIS
      AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE
      GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE. Each
      Grantor agrees that any action or claim arising out of any dispute in connection
      with this Agreement, any rights or obligations hereunder or the performance
      or
      enforcement of such rights or obligations may be brought in the courts of the
      State or any federal court sitting therein and consents to the non-exclusive
      jurisdiction of such court and to service of process in any such suit being
      made
      upon any Grantor by mail at the address specified in Section 17 of the Purchase
      Agreement or Section 12 of any Guaranty, as applicable. Each Grantor hereby
      waives any objection that it may now or hereafter have to the venue of any
      such
      suit or any such court or that such suit is brought in an inconvenient
      court.

     

    23. Waiver
      of Jury Trial. EACH
      GRANTOR WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM
      ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR
      OBLIGATIONS HEREUNDER OR THE PERFORMANCE OR ENFORCEMENT OF ANY SUCH RIGHTS
      OR
      OBLIGATIONS. Except as prohibited by law, each Grantor waives any right which
      it
      may have to claim or recover in any litigation referred to in the preceding
      sentence any special, exemplary, punitive or consequential damages or any
      damages other than, or in addition to, actual damages. Each Grantor (a)
      certifies that neither the Collateral Agent nor any Holder nor any
      representative, agent or attorney of the Collateral Agent or any Holder has
      represented, expressly or otherwise, that the Collateral Agent or any Holder
      would not, in the event of litigation, seek to enforce the foregoing waivers
      or
      other waivers contained in this Agreement and (b) acknowledges that, in entering
      into the Purchase Agreement and the other Financing Agreements to which the
      Collateral Agent or any Holder is a party, the Collateral Agent and the Holders
      are relying upon, among other things, the waivers and certifications contained
      in this §23.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    24. Miscellaneous. The
      headings of each section of this Agreement are for convenience only and shall
      not define or limit the provisions thereof. This Agreement and all rights and
      obligations hereunder shall be binding upon each Grantor and its successors
      and
      assigns, and shall inure to the benefit of the Collateral Agent, the Holders
      and
      their respective successors and assigns. If any term of this Agreement shall
      be
      held to be invalid, illegal or unenforceable, the validity of all other terms
      hereof shall in no way be affected thereby, and this Agreement shall be
      construed and be enforceable as if such invalid, illegal or unenforceable term
      had not been included herein. Each Grantor acknowledges receipt of a copy of
      this Agreement.

     

    25. Intercreditor
      Agreement.
      The
      representations, warranties and covenants of the Grantors hereunder, and the
      rights and remedies of the Collateral Agent hereunder, are subject to the
      provisions of the Intercreditor Agreement and the rights of the Senior Creditor
      therein.

     

    [Signature
      Pages to Follow]

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      intending to be legally bound, each Grantor has caused this Agreement to be
      duly
      executed as of the date first above written.

     

    
      	 	
              NATIONAL
                INVESTMENT MANAGERS INC.

            
	 	
              ABR
                ADVISORS, INC.

            
	 	
              ASSET
                PRESERVATION CORP.

            
	 	
              BENEFIT
                DYNAMICS, INC.

            
	 	
              BENEFIT
                MANAGEMENT INC.

            
	 	
              BPI/PPA,
                INC.

            
	 	
              CIRCLE
                PENSION, INC.

            
	 	
              COMPLETE
                INVESTMENT MANAGEMENT, INC. OF PHILADELPHIA

            
	 	
              HADDON
                STRATEGIC ALLIANCES, INC.

            
	 	
              LAMORIELLO
                & CO., INC.

            
	 	
              NATIONAL
                ACTUARIAL PENSION SERVICES, INC.

            
	 	
              NATIONAL
                ASSOCIATES, INC., N.W.

            
	 	
              PENSION
                ADMINISTRATION SERVICES, INC.

            
	 	
              PENTEC,
                INC.

            
	 	
              PENTEC
                CAPITAL MANAGEMENT, INC.

            
	 	
              SOUTHEASTERN
                PENSION SERVICES, INC.

            
	 	
              STEPHEN
                H. ROSEN & ASSOCIATES, INC.

            
	 	
              THE
                PENSION ALLIANCE, INC.

            
	 	
              VALLEY
                FORGE ENTERPRISES, LTD.

            
	 	
              V.F.
                ASSOCIATES, INC.

            
	 	
              V.F.
                INVESTMENT SERVICES, CORP.

            
	 	
              VALLEY
                FORGE CONSULTING
                CORPORATION

            


    

    


    
      	 	
              By:

            	
              /s/Steven
                Ross

            
	 	
               Name:
                Steven Ross

            
	 	
               Title:
                CEO

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Accepted:

     

    WOODSIDE
      AGENCY SERVICES, LLC,
      

    as
      Collateral Agent

     

    
      	By:	
              /s/Daphne
                Firth

            
	 	
              Name:
                Daphne Firth

            
	 	
              Title:
                Executive Vice President

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CERTIFICATE
      OF ACKNOWLEDGMENT

     

    COMMONWEALTH
      OR STATE OF                      )

                                               )
      ss.

    COUNTY
      OF
                               )

    On
      this
      ___ day of __________________, 20__, before me, the undersigned notary public,
      personally appeared ______________________, proved to me through satisfactory
      evidence of identification, which were _____________________________, to be
      the
      person whose name is signed on the preceding or attached document, and
      acknowledged to me that (he)(she) signed it voluntarily for its stated purpose
      (as ______________ for __________________, a
      _______________________).

     

    
      	 	 	
            
	 	
              (official
                signature and seal of notary)

            
	 	 
	 	
              My
                commission expires:

            


    

    


    [Acknowledgment
      to Security Agreement]