AGREEMENT
This
Agreement (the “
Agreement ”)
is dated November __, 2007 and is made by and among National
Investment Managers Inc. (the “Company”), DC Associates
LLC (“
DCA ”),
and Michael Crow, an individual residing in
1133 Cedar Rd, Southport, CT 06890
(“
Crow ”
and, together with DCA, the “
Duncan Parties ”).
WHEREAS ,
the Company and DCA entered into that certain advisory agreement
dated January 1, 2006, as amended, including pursuant to a
Memorandum dated February 15, 2007 from Duncan Capital Group, LLC
to the Company (the “
DCA Agreement ”)
pursuant to which DCA agreed to provide the Company with financial
consulting services;
WHEREAS ,
a true and correct copy of the DCA Agreement is attached as
Exhibit B hereto.
WHEREAS ,
DCA has provided certain advisory services to the Company pursuant
to the DCA Agreement, including, without limitation, (i) advice to
the Company in structuring the Company’s Series E Private
Placement, (ii) advice to the Company in structuring the
Company’s issuance of notes and borrowings of loans from
certain proposed investors, (iii) advice to the Company in the
operations of the Company and integration of recent acquisitions,
and (iv) advice regarding a possible sale of the Company and
introductions to investment banking firms in connection therewith
(collectively, the “
Performed Services ”);
WHEREAS ,
the DCA Agreement, pursuant to its terms, provides that the Company
shall pay to DCA a monthly retainer fee of $10,000 for the
remaining months on the term of the DCA Agreement (i.e. November
and December 2007) (the “
Balance Consulting Fee ”);
WHEREAS ,
the DCA Agreement provides that DCA may be entitled to a fee in an
amount to be negotiated for services which may be provided by DCA
as an advisor to the Company in connection with possible future
corporate and/or capital opportunities of the Company (the
“
Prospective Fees ”);
WHEREAS ,
the Company and the Duncan Parties have agreed to terminate
DCA’s and Crow’s rights and obligation to provide
services under the DCA Agreement on the terms and conditions set
forth herein;
WHEREAS ,
the Company and the Duncan Parties desire to terminate DCA’s
and Crow’s rights and obligation to provide services under
the DCA Agreement on the terms and conditions set forth herein and
all compensation owed pursuant to the DCA Agreement including, but
not limited to, all amounts owed in respect of the Performed
Services, the Balance Consulting Fee and the Prospective
Fees;
WHEREAS ,
as consideration for the Duncan Parties agreeing to cancel their
rights under the DCA Agreement on the terms set forth therein, the
Company will pay DCA a one-time sum of, $80,000 (the “
Settlement Payment ”);
WHEREAS ,
Crow is legal and beneficial owner of 100% of the equity interests
in DCA and is the sole and ultimate recipient of the benefits
flowing to DCA from the DCA Agreement; and
WHEREAS ,
the parties agree that the Settlement Payment has been negotiated
on arm’s-length terms and represents the parties informed and
considered judgment as to a fair and reasonable estimate for the
mutual agreements contained herein.
NOW, THEREFORE ,
in consideration of the mutual conditions and covenants contained
in this Agreement, and for other good and valuable consideration,
the sufficiency and receipt of which is hereby acknowledged, it is
hereby stipulated, consented to and agreed by and among the Company
and the Duncan Parties as follows:
1.
DCA
and Crow agree that, except as set forth in the immediately
succeeding sentence, all obligations of the Company under the
DCA Agreement (whether now existing or hereafter arising,
contingent or liquidated, earned or prospective, known or
unknown), including all obligations in respect of the
Performed Services, the Balance Consulting Fee and the
Prospective Fees, and all other obligations for fees,
compensation and expenses, shall be terminated, discharged,
satisfied, waived, relinquished and released. Notwithstanding
the foregoing, the Company and DCA agree that the
indemnification obligations of the Company set forth in
Section 7 and Exhibit A of the DCA Agreement shall survive and
shall remain in effect;
provided that the
Exhibit A to the DCA Agreement shall be modified by deleting the
penultimate sentence of
