GUARANTY

     

    GUARANTY,
      dated as of November 30, 2007, by the Guarantors identified as such on the
      signature pages hereof (the “Guarantors”,
      and
      individually, a “Guarantor”)
      in
      favor of (i) 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., a Florida corporation (the “Company”),
      the
      Holders and the Collateral Agent and (ii) each of the Holders.

     

    WHEREAS,
      the Company and the Guarantors are members of a group of related corporations,
      the success of any one of which is dependent in part on the success of the
      other
      members of such group;

     

    WHEREAS,
      each Guarantor expects to receive substantial direct and indirect benefits
      from
      the extensions of credit accommodations to the Company by the Holders pursuant
      to the Purchase Agreement (which benefits are hereby acknowledged);

     

    WHEREAS,
      it is a condition precedent to the Holders’ extending any credit accommodations
      to the Company under the Purchase Agreement that the Guarantors execute and
      deliver to the Collateral Agent and the Holders, a guaranty substantially in
      the
      form hereof; and

     

    WHEREAS,
      each Guarantor wishes to guaranty the Company’s obligations to the Holders and
      the Collateral Agent under or in respect of the Purchase Agreement as provided
      herein;

     

    NOW,
      THEREFORE, the Guarantor hereby agrees with the Holders and the Collateral
      Agent
      as follows:

     

    1. Definitions.
      The
      term “Obligations” and all other capitalized terms used herein without
      definition shall have the respective meanings provided therefor in the Purchase
      Agreement.

     

    2. Guaranty
      of Payment and Performance.
      Each
      Guarantor hereby guarantees to the Holders and the Collateral Agent the full
      and
      punctual payment when due (whether at stated maturity, by required pre-payment,
      by acceleration or otherwise), as well as the performance, of all of the
      Obligations including all such which would become due but for the operation
      of
      the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the
      operation of §§502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty
      is an absolute, unconditional and continuing guaranty of the full and punctual
      payment and performance of all of the Obligations and not of their
      collectibility only and is in no way conditioned upon any requirement that
      the
      Collateral Agent or any Holder first attempt to collect any of the Obligations
      from the Company or resort to any collateral security or other means of
      obtaining payment. Should the Company default in the payment or performance
      of
      any of the Obligations, the obligations of each Guarantor hereunder with respect
      to such Obligations in default shall, upon demand by the Collateral Agent or
      the
      Majority Holders, become immediately due and payable to the Collateral Agent,
      for the benefit of the Holders and the Collateral Agent, without demand or
      notice of any nature, all of which are expressly waived by each Guarantor.
      Payments by each Guarantor hereunder may be required by the Collateral Agent
      or
      the Marjority Holders on any number of occasions. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Guarantors’
      Agreement to Pay Enforcement Costs, etc.
      Each
      Guarantor further agrees, as the principal obligor and not as a guarantor only,
      to pay to the Collateral Agent, on demand, all costs and expenses (including
      court costs and legal expenses) incurred or expended by the Collateral Agent
      or
      any Holder in connection with the Obligations, this Guaranty and the enforcement
      thereof, together with interest on amounts recoverable under this §3 from the
      time when such amounts become due until payment, whether before or after
      judgment, at the rate of interest for overdue principal set forth in the
      Purchase Agreement, provided that if such interest exceeds the maximum amount
      permitted to be paid under applicable law, then such interest shall be reduced
      to such maximum permitted amount.

     

    4. Waivers
      by Guarantors; Holders’ Freedom to Act.
      Each
      Guarantor agrees that the Obligations will be paid and performed strictly in
      accordance with their respective terms, regardless of any law, regulation or
      order now or hereafter in effect in any jurisdiction affecting any of such
      terms
      or the rights of the Collateral Agent or any Holder with respect thereto. Each
      Guarantor waives promptness, diligence, presentment, demand, protest, notice
      of
      acceptance, notice of any Obligations incurred and all other notices of any
      kind, all defenses which may be available by virtue of any valuation, stay,
      moratorium law or other similar law now or hereafter in effect, any right to
      require the marshalling of assets of the Company or any other entity or other
      person primarily or secondarily liable with respect to any of the Obligations,
      and all suretyship defenses generally. Without limiting the generality of the
      foregoing, each Guarantor agrees to the provisions of any instrument evidencing,
      securing or otherwise executed in connection with any Obligation and agrees
      that
      the obligations of such Guarantor hereunder shall not be released or discharged,
      in whole or in part, or otherwise affected by (i) the failure of the Collateral
      Agent or any Holder to assert any claim or demand or to enforce any right or
      remedy against the Company or any other entity or other person primarily or
      secondarily liable with respect to any of the Obligations; (ii) any extensions,
      compromise, refinancing, consolidation or renewals of any Obligation; (iii)
      any
      change in the time, place or manner of payment of any of the Obligations or
      any
      rescissions, waivers, compromise, refinancing, consolidation or other amendments
      or modifications of any of the terms or provisions of the Purchase Agreement,
      the other Financing Agreements or any other agreement evidencing, securing
      or
      otherwise executed in connection with any of the Obligations, (iv) the addition,
      substitution or release of any entity or other person primarily or secondarily
      liable for any Obligation; (v) the adequacy of any rights which the Collateral
      Agent or any Holder may have against any collateral security or other means
      of
      obtaining repayment of any of the Obligations; (vi) the impairment of any
      collateral securing any of the Obligations, including without limitation the
      failure to perfect or preserve any rights which the Collateral Agent or any
      Holder might have in such collateral security or the substitution, exchange,
      surrender, release, loss or destruction of any such collateral security; or
      (vii) any other act or omission which might in any manner or to any extent
      vary
      the risk of such Guarantor or otherwise operate as a release or discharge of
      such Guarantor, all of which may be done without notice to such Guarantor.
      To
      the fullest extent permitted by law, each Guarantor hereby expressly waives
      any
      and all rights or defenses arising by reason of (A) any “one action” or
“anti-deficiency” law which would otherwise prevent the Collateral Agent or any
      Holder from bringing any action, including any claim for a deficiency, or
      exercising any other right or remedy (including any right of set-off), against
      such Guarantor before or after the Collateral Agent’s or such Holder’s
      commencement or completion of any foreclosure action, whether judicially, by
      exercise of power of sale or otherwise, or (B) any other law which in any other
      way would otherwise require any election of remedies by the Collateral Agent
      or
      any Holder.


    
      
        
        

      

      
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    5. Unenforceability
      of Obligations Against Company.
      If for
      any reason the Company has no legal existence or is under no legal obligation
      to
      discharge any of the Obligations, or if any of the Obligations have become
      irrecoverable from the Company by reason of the Company’s insolvency, bankruptcy
      or reorganization or by other operation of law or for any other reason, this
      Guaranty shall nevertheless be binding on each Guarantor to the same extent
      as
      if such Guarantor at all times had been the principal obligor on all such
      Obligations. In the event that acceleration of the time for payment of any
      of
      the Obligations is stayed upon the insolvency, bankruptcy or reorganization
      of
      the Company, or for any other reason, all such amounts otherwise subject to
      acceleration under the terms of the Purchase Agreement, the other Financing
      Agreements, or any other agreement evidencing, securing or otherwise executed
      in
      connection with any Obligation shall be immediately due and payable by each
      Guarantor.

     

    6. Subrogation;
      Subordination. 

     

    6.1. Waiver
      of Rights Against Company.
      Until
      the final payment and performance in full of all of the Obligations, each
      Guarantor shall not exercise and hereby waives any rights against the Company
      arising as a result of payment by such Guarantor hereunder, by way of
      subrogation, reimbursement, restitution, contribution or otherwise, and will
      not
      prove any claim in competition with the Collateral Agent or any Holder in
      respect of any payment hereunder in any bankruptcy, insolvency or reorganization
      case or proceedings of any nature; each Guarantor will not claim any setoff,
      recoupment or counterclaim against the Company in respect of any liability
      of
      such Guarantor to the Company; and each Guarantor waives any benefit of and
      any
      right to participate in any collateral security which may be held by the
      Collateral Agent or any Holder.

     

    6.2. Subordination.
      The
      payment of any amounts due with respect to any indebtedness of the Company
      for
      money borrowed or credit received now or hereafter owed to any Guarantor is
      hereby subordinated to the prior payment in full of all of the Obligations.
      Each
      Guarantor agrees that, after the occurrence of any default in the payment or
      performance of any of the Obligations, such Guarantor will not demand, sue
      for
      or otherwise attempt to collect any such indebtedness of the Company to such
      Guarantor until all of the Obligations shall have been paid in full. If,
      notwithstanding the foregoing sentence, such Guarantor shall collect, enforce
      or
      receive any amounts in respect of such indebtedness while any Obligations are
      still outstanding, such amounts shall be collected, enforced and received by
      such Guarantor as trustee for the Holders and the Collateral Agent and be paid
      over to the Collateral Agent, for the benefit of the Holders and the Collateral
      Agent, on account of the Obligations without affecting in any manner the
      liability of such Guarantor under the other provisions of this
      Guaranty.


    
      
        
        

      

      
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    6.3. Provisions
      Supplemental.
      The
      provisions of this §6 shall be supplemental to and not in derogation of any
      rights and remedies of the Holders and the Collateral Agent under any separate
      subordination agreement which the Collateral Agent or any Holder may at any
      time
      and from time to time enter into with the Guarantors for the benefit of the
      Holders and the Collateral Agent.

     

    7. Security;
      Setoff.
      Each
      Guarantor grants to each of the Collateral Agent and the Holders, as security
      for the full and punctual payment and performance of all of such Guarantor’s
      obligations hereunder, a continuing lien on and security interest in all
      securities or other property belonging to such Guarantor now or hereafter held
      by the Collateral Agent or such Holder and in all deposits (general or special,
      time or demand, provisional or final) and other sums credited by or due from
      the
      Collateral Agent or such Holder to such Guarantor or subject to withdrawal
      by
      such Guarantor. Regardless of the adequacy of any collateral security or other
      means of obtaining payment of any of the Obligations, each of the Collateral
      Agent and the Holders is hereby authorized at any time and from time to time,
      without notice to any Guarantor (any such notice being expressly waived by
      each
      Guarantor) and to the fullest extent permitted by law, to set off and apply
      such
      deposits and other sums against the obligations of any Guarantor under this
      Guaranty, whether or not the Collateral Agent or such Holder shall have made
      any
      demand under this Guaranty and although such obligations may be contingent
      or
      unmatured.

     

    8. Further
      Assurances.
      Each
      Guarantor agrees that it will from time to time, at the request of the
      Collateral Agent or the Majority Holders, do all such things and execute all
      such documents as the Collateral Agent or the Majority Holders may consider
      necessary or desirable to give full effect to this Guaranty and to perfect
      and
      preserve the rights and powers of the Holders and the Collateral Agent
      hereunder. Each Guarantor acknowledges and confirms that such Guarantor itself
      has established its own adequate means of obtaining from the Company on a
      continuing basis all information desired by such Guarantor concerning the
      financial condition of the Company and that such Guarantor will look to the
      Company and not to the Collateral Agent or any Holder in order for such
      Guarantor to keep adequately informed of changes in the Company’s financial
      condition.

     

    9. Termination;
      Reinstatement.
      This
      Guaranty shall remain in full force and effect until the final and indefeasible
      payment in full in cash of all of the Obligations. This Guaranty shall be
      reinstated, notwithstanding the foregoing, if at any time any payment made
      with
      respect to any Obligation is rescinded or must otherwise be returned by the
      Collateral Agent or any Holder upon the insolvency, bankruptcy or reorganization
      of the Company, or otherwise, all as though such payment had not been made
      or
      value received.

     

    10. Successors
      and Assigns.
      This
      Guaranty shall be binding upon each Guarantor, its successors and assigns,
      and
      shall inure to the benefit of the Collateral Agent and the Holders and their
      respective successors, transferees and assigns. No Guarantor may assign any
      of
      its obligations hereunder.


    
      
        
        

      

      
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    11. Amendments
      and Waivers.
      No
      amendment or waiver of any provision of this Guaranty nor consent to any
      departure by any Guarantor therefrom shall be effective unless the same shall
      be
      in writing and signed by the Collateral Agent with the consent of the Majority
      Holders. No failure on the part of the Collateral Agent or any Holder to
      exercise, and no delay in exercising, any right hereunder shall operate as
      a
      waiver thereof; nor shall any single or partial exercise of any right hereunder
      preclude any other or further exercise thereof or the exercise of any other
      right.

     

    12. Notices.
      All
      notices and other communications called for hereunder shall be made in writing
      and, unless otherwise specifically provided herein, shall be deemed to have
      been
      duly made or given when delivered by hand or mailed first class, postage
      prepaid, or, in the case of telegraphic or telexed notice, when transmitted,
      answer back received, addressed as follows: if to a Guarantor, at the address
      set forth beneath its signature hereto, and if to the Collateral Agent or any
      Holder, at the address for notices to the Collateral Agent or such Holder set
      forth in Section 17 of the Purchase Agreement, or at such address as any such
      party may designate in writing to the other.

     

    13. Governing
      Law; Consent to Jurisdiction.
      THIS
      GUARANTY IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED
      BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
      MASSACHUSETTS. Each Guarantor agrees that any suit for the enforcement of this
      Guaranty may be brought in the courts of the Commonwealth of Massachusetts
      or
      any federal court sitting therein and consents to the nonexclusive jurisdiction
      of such court and to service of process in any such suit being made upon such
      Guarantor by mail at the address specified by reference in §12. Each Guarantor
      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 was brought in an inconvenient
      court.

     

    14. Waiver
      of Jury Trial.
      EACH
      GUARANTOR HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION
      OR
      CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS GUARANTY, ANY RIGHTS
      OR
      OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY OF SUCH RIGHTS OR OBLIGATIONS.
      Except as prohibited by law, each Guarantor hereby 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 Guarantor (i) 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 and (ii) 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 §14.


    
      
        
        

      

      
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    15. Miscellaneous.
      This
      Guaranty constitutes the entire agreement of the Guarantors with respect to
      the
      matters set forth herein. The rights and remedies herein provided are cumulative
      and not exclusive of any remedies provided by law or any other agreement, and
      this Guaranty shall be in addition to any other guaranty of or collateral
      security for any of the Obligations. The invalidity or unenforceability of
      any
      one or more sections of this Guaranty shall not affect the validity or
      enforceability of its remaining provisions. Captions are for the ease of
      reference only and shall not affect the meaning of the relevant provisions.
      The
      meanings of all defined terms used in this Guaranty shall be equally applicable
      to the singular and plural forms of the terms defined.

     

    16. Contribution.
      To the
      extent any Guarantor makes a payment hereunder in excess of the aggregate amount
      of the benefit received by such Guarantor in respect of the extensions of credit
      accommodations under the Purchase Agreement (the “Benefit 
      Amount”),
      then
      such Guarantor, after the payment in full, in cash, of all of the Obligations,
      shall be entitled to recover from each other guarantor of the Obligations such
      excess payment, pro 
      rata,
      in
      accordance with the ratio of the Benefit Amount received by each such other
      guarantor to the total Benefit Amount received by all guarantors of the
      Obligations, and the right to such recovery shall be deemed to be an asset
      and
      property of such Guarantor so funding; provided,
      that
      all such rights to recovery shall be subordinated and junior in right of payment
      to the final and indefeasible payment in full in cash of all of the
      Obligations.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      each
      Guarantor has caused this Guaranty to be executed and delivered as of the date
      first above written.

    

      
        	
                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.

              
	
                VF
                  INVESTMENT SERVICES, CORP.

              
	
                VALLEY
                  FORGE CONSULTING
                  CORPORATION

              


      

    

     

    
      	 	
              By:

            	
              /s/Steven
                Ross

            
	 	 	
              Name:Steven
                Ross

            
	 	 	
              Title:
                CEO