Re:Securities Purchase and Loan Agreement

Ladies and Gentlemen:

We refer to (a) 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 V, the “ Assignees ”) (Woodside IV, Woodside IV QP, Woodside V and Woodside V QP are collectively referred to herein as the “ Holders ”), Woodside Agency Services, LLC, as Collateral Agent, and National Investment Managers Inc. (the “ Company ”); (b) that certain Fee Agreement, dated as of November 30, 2007 (the “ Fee Agreement ”) among the Company and the Holders; (c) that certain Contingent Interest Payment Agreement, dated as of November 30, 2007 (the “ CIP Agreement ”) among the Company and the Holders; and (d) those certain Warrants (evidenced by Warrant Certificate Numbers WC-3, WC-6 and WC-9) issued to Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank) (“ Woodlands ”) on November 30, 2007 and subsequently assigned by Woodlands to the Assignees and reissued as Warrant Certificate Numbers WC-10, WC-11, WC-12, WC-13, WC-14 and WC-15 (the “ Assigned Warrants ”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Securities Purchase Agreement.

Notwithstanding anything contained in the Securities Purchase Agreement, the Fee Agreement, the CIP Agreement, the Assigned Warrants or any other Financing Agreement to the contrary, in the event that a Capital Transaction is consummated on or prior to May 4, 2009, each Assignee hereby agrees that it shall (a) surrender each of the Assigned Warrants held by it to the Company for cancellation and (b) forfeit its right to receive its portion of the CIP Amount (as defined in the CIP Agreement) assigned to it by Woodlands and the Fee Amount (as defined in the Fee Agreement) assigned to it by Woodlands. For the avoidance of doubt, the provisions of this paragraph shall only apply to the Assigned Warrants and the portion of the CIP Amount and Fee Amount assigned to the Assignees by Woodlands and shall not apply to any other Warrants issued to any Holder or any other portion