Re:Consulting Fee Arrangements

Ladies and Gentlemen:

We refer to that certain Securities Purchase and Loan Agreement, dated as of November 30, 2007 (as amended, modified, or supplemented from time to time, the “ Securities Purchase Agreement ”), by and among Woodside Capital Partners IV, LLC (“ Woodisde IV ”), Woodside Capital Partners IV QP, LLC (“ Woodisde IV QP ”), Woodside Capital Partners V, LLC, as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank) (“ Woodside V ”), Woodside Capital Partners V QP, LLC, as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank) (“ Woodside V QP ”, and together with Woodside IV, Woodside IV QP and Woodside V, the “ Holders ”), Woodside Agency Services, LLC, as Collateral Agent, and National Investment Managers Inc. (the “ Company ”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Securities Purchase Agreement.

In consideration of the Holders’ support of the Company’s capital requirements and the Holders’ assistance with the Company’s evaluation and implementation of its strategic objectives, the Company hereby agrees that, in the event that a Capital Transaction is consummated on or prior to May 4, 2009, the Company will pay to the Holders a consulting fee in an amount equal to $1,000,000, which consulting fee shall be due and payable in cash upon the consummation of the Capital Transaction and shall be due and payable without offset, counterclaim, deduction or withholding. The Holders shall be entitled to allocate the consulting fee among themselves as they may agree.

In the event that any portion of such consulting fee is not paid pursuant to the terms hereof, interest shall accrue on such unpaid portion from the day immediately following the day on which the same is due and payable until the date that such unpaid amount, and all interest accrued thereon, has been paid in full in cash, at the rate of 18% per annum, compounded on a quarterly basis to the extent permitted by law and payable on demand.

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

Any notice pursuant to this Agreement to the Company or any Holder shall be in writing and shall be deemed to have been duly given (a) if mailed by certified or registered mail, postage prepaid, return receipt requested, when received, (b) if by facsimile transmission, when electronic confirmation of receipt is received, and (c) if by overnight courier, when receipted for, in each case when addressed to them