National Investment Managers Inc. - FORM 10-Q

Attached files

file	filename
EX-32 - National Investment Managers Inc.	v201560_ex32.htm
EX-31.1 - National Investment Managers Inc.	v201560_ex31-1.htm
EX-31.2 - National Investment Managers Inc.	v201560_ex31-2.htm
EX-21.1 - National Investment Managers Inc.	v201560_ex21-1.htm
EX-10.116 - National Investment Managers Inc.	v201560_ex10-116.htm
EX-10.117 - National Investment Managers Inc.	v201560_ex10-117.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number: 333-160488

NATIONAL INVESTMENT MANAGERS INC.

(Exact name of registrant as specified in its charter)

Florida		59-2091510
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

485 Metro Place South, Suite 275, Dublin, Ohio		43017
(Address of principal executive offices)		(Zip Code)

(614) 923-8822

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Shares		Outstanding at November 8, 2010
Common Stock, $0.001 par value per share		41,476,929 shares

NATIONAL INVESTMENT MANAGERS INC.

INDEX

		Page No.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets - September 30, 2010 (unaudited) and December 31, 2009 (audited)		3

Condensed Consolidated Statements of Operations - Nine months ended September 30, 2010 and 2009 (unaudited)		4

Condensed Consolidated Statements of Operations – Three months ended September 30, 2010 and 2009 (unaudited)		5

Condensed Consolidated Statements of Cash Flows - Nine months ended September 30, 2010 and 2009 (unaudited)		6-7

Notes to Condensed Consolidated Interim Financial Statements		8-24

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		25-41

Item 3. Quantitative and Qualitative Disclosures about Market Risks		41

Item 4. Controls and Procedures		42

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		43

Item 1A. Risk Factors		43

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		43

Item 3. Defaults upon Senior Securities		43

Item 4. (Removed and Reserved)		43

Item 5. Other Information		43-44

Item 6. Exhibits		45-60

SIGNATURES		61

Page 2

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

National Investment Managers Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	(Unaudited)			(Audited)
	September 30, 2010			December 31, 2009
ASSETS
Current assets:
Cash (includes restricted cash of $30,594 and $33,263)	$	1,107,737		$	274,956
Accounts receivable, net		7,052,423			5,128,127
Prepaid expenses and other current assets		962,381			893,864

Total current assets		9,122,541			6,296,947

Property and equipment, net		1,821,803			1,550,058

Other assets:
Goodwill		28,930,694			28,826,173
Customer lists/relationships, net		22,306,388			24,697,027
Other intangibles, net		2,732,826			4,258,586
Deferred financing costs		827,077			611,838

Total other assets		54,796,985			58,393,624

Total assets	$	65,741,329		$	66,240,629

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving line of credit	$	3,156,000		$	2,500,000
Long-term debt, current portion		27,568,098			3,352,743
Accounts payable		1,812,793			1,602,125
Unearned revenue		3,947,451			4,331,108
Accrued expenses and other current liabilities		4,818,322			3,851,586

Total current liabilities		41,302,664			15,637,562

Long-term liabilities:
Long-term debt, less current portion		22,453			23,116,367
Preferred dividends payable		9,297,519			7,849,920
Derivative financial instruments		11,508			1,724,219
Deferred tax liability		4,405,121			5,589,839

Total long-term liabilities		13,736,601			38,280,345

Total liabilities		55,039,265			53,917,907

Commitments and contingencies

Stockholders' equity:
Preferred stock, $.001 par value, 10,000,000 shares authorized; 4,000,000 designated as Series A shares - 2,420,000 shares issued and outstanding as of September 30, 2010 and December 31, 2009 (liquidation preference $2,420,000 as of September 30, 2010 and December 31, 2009); 4,000,000 designated as Series B shares - 3,615,000 shares issued and outstanding as of September 30, 2010 and December 31, 2009 (liquidation preference $7,230,000 as of September 30, 2010 and December 31, 2009); 1,000,000 designated as Series C shares - 633,334 shares issued and outstanding as of September 30, 2010 and 770,834 shares issued and outstanding as of December 31, 2009 (liquidation preference $7,600,008 as of September 30, 2010 and $9,250,008 as of December 31, 2009); 500,000 designated as Series D shares - 400,987 shares issued and outstanding as of September 30, 2010 and 409,500 shares issued and outstanding as of December 31, 2009 (liquidation preference $8,019,740 as of September 30, 2010 and $8,190,000 as of December 31, 2009); and 60,000 designated as Series E shares - 29,350 shares issued and outstanding as of September 30, 2010 and December 31, 2009 (liquidation preference $5,870,000 as of September 30, 2010 and December 31, 2009)		7,099			7,245
Common stock, $.001 par value, 100,000,000 shares authorized, 41,476,929 shares issued and outstanding as of September 30, 2010 and 39,656,669 shares issued and outstanding as of December 31, 2009		41,477			39,657
Additional paid-in capital		35,867,006			35,840,231
Accumulated deficit		(25,213,518	)		(23,564,411	)

Total stockholders' equity		10,702,064			12,322,722

Total liabilities and stockholders' equity	$	65,741,329		$	66,240,629

See accompanying notes to condensed consolidated interim financial statements.

Page 3

National Investment Managers Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	Nine Months Ended			Nine Months Ended
	September 30, 2010			September 30, 2009

Revenues:	$	35,811,942		$	37,729,784

Operating expenses
Selling, general and administrative expenses		28,047,304			29,080,526
Depreciation and amortization		4,519,491			5,605,675
Stock-based compensation		28,449			337,030

Total operating expenses		32,595,244			35,023,231

Net operating income (loss)		3,216,698			2,706,553

Other income (expenses):
Change in fair value of derivative financial instruments		1,712,711			207,587
Interest expense		(4,988,074	)		(3,345,630	)
Debt and other restructuring charges		(1,229,236	)		-
Interest, dividend and rental income		17,249			21,162

Total other expense, net		(4,487,350	)		(3,116,881	)

Net income (loss) before income tax benefit (expense)		(1,270,652	)		(410,328	)

Income tax benefit (expense)		1,069,144			1,527,826

Net income (loss) before preferred stock dividends		(201,508	)		1,117,498

Preferred stock dividends		(1,447,599	)		(1,483,200	)

Net income (loss) available to common stockholders	$	(1,649,107	)	$	(365,702	)

Net income (loss) per common share - basic and diluted	$	(0.04	)	$	(0.01	)

Weighted average common shares outstanding - basic and diluted		40,460,000			39,557,000

See accompanying notes to condensed consolidated interim financial statements.

Page 4

National Investment Managers Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended			Three Months Ended
	September 30, 2010			September 30, 2009

Revenues:	$	14,004,120		$	11,009,341

Operating expenses
Selling, general and administrative expenses		9,320,751			9,010,806
Depreciation and amortization		1,416,791			1,847,722
Stock-based compensation		2,815			122,351

Total operating expenses		10,740,357			10,980,879

Net operating income (loss)		3,263,763			28,462

Other income (expenses):
Change in fair value of derivative financial instruments		138			(515,297	)
Interest expense		(1,968,358	)		(1,163,785	)
Debt and other restructuring charges		(540,064	)		-
Interest, dividend and rental income		5,797			5,361

Total other expense, net		(2,502,487	)		(1,673,721	)

Net income (loss) before income tax benefit (expense)		761,276			(1,645,259	)

Income tax benefit (expense)		358,128			553,863

Net income (loss) before preferred stock dividends		1,119,404			(1,091,396	)

Preferred stock dividends		(467,096	)		(494,400	)

Net income (loss) available to common stockholders	$	652,308		$	(1,585,796	)

Net income (loss) per common share - basic	$	0.02		$	(0.04	)

Net income (loss) per common share - diluted	$	0.02		$	(0.04	)

Weighted average common shares outstanding - basic		41,477,000			39,557,000

Weighted average common shares outstanding - diluted		72,880,000			39,557,000

See accompanying notes to condensed consolidated interim financial statements.

Page 5

National Investment Managers Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended			Nine Months Ended
	September 30, 2010			September 30, 2009
Cash flows from operating activities:
Net income (loss) before preferred stock dividends	$	(201,508	)	$	1,117,498
Adjustments to reconcile net income (loss) before preferred stock dividends to net cash provided by (used in) operating activities:
Depreciation and amortization		4,519,491			5,605,675
Change in allowance for doubtful accounts		(35,487	)		8,192
Noncash interest		3,569,300			1,370,892
Stock-based compensation		28,449			337,030
Deferred income tax benefit		(1,184,718	)		(1,670,792	)
Change in fair value of derivative financial instruments		(1,712,711	)		(207,587	)
Increase (decrease) in cash attributable to changes in operating assets and liabilities
Accounts receivable		(1,888,809	)		(1,018,963	)
Prepaid expenses and other current assets		(68,517	)		350,494
Accounts payable		210,668			1,113,080
Unearned revenues		(389,657	)		(1,824,889	)
Accrued expenses and other current liabilities		155,672			(646,920	)
Net cash provided by (used in) operating activities		3,002,173			4,533,710

Cash flows from investing activities:
Purchases of property and equipment		(922,836	)		(949,577	)
Acquisition of Alaska Pension Services		(26,259	)		(36,053	)
Acquisition of Lamoriello Entities		-			(50,810	)
Acquisition of National Actuarial Pension Services, Inc.		-			(64,318	)
Acquisition of the assets of Standard Retirement Services		(171,632	)		-
Acquisition of Alan N. Kanter & Associates		(144,200	)		(151,063	)
Acquisition of REPTECH Corp		-			(180,097	)
Acquisition of The Pension Group, Inc.		-			(1,354,680	)
Net cash provided by (used in) investing activities		(1,264,927	)		(2,786,598	)

Cash flows from financing activities:
Proceeds from revolving line of credit and short-term debt		1,156,000			3,043,908
Payments on long-term debt and notes		(1,404,465	)		(3,802,081	)
Payments on revolving line of credit and short-term debt		(500,000	)		(1,075,900	)
Payment of deferred financing costs		(156,000	)		(50,625	)
Net cash provided by (used in) financing activities		(904,465	)		(1,884,698	)

Net increase (decrease) in cash		832,781			(137,586	)

Cash, beginning of period		274,956			531,446

Cash, end of period	$	1,107,737		$	393,860

Supplemental disclosure of cash flows information:
Cash paid during the period for interest	$	1,369,824		$	1,933,128

Cash paid during the period for taxes	$	116,245		$	211,273

Supplemental schedules of noncash investing and financing activites:
Accrued preferred dividends	$	1,447,599		$	1,483,200

Capitalization of accrued interest on secured term notes	$	1,325,686		$	286,572

Capitalization of deferred financing costs on secured term notes	$	1,442,000		$	179,585

(continued)

Page 6

Supplemental Disclosure of Non-Cash Investing and Financing Activities

The Company endeavors to structure its stock purchase agreements with acquisition candidates as cash and debt free transactions where the sellers retain all cash and outstanding liabilities. If any net liabilities remain at the closing date, they are settled as a reduction in the purchase proceeds. Proceeds paid to the sellers typically include, cash, notes payables issued to the sellers and the issuance of the common stock of the Company at the average of recent market values. The majority of liabilities assumed by the Company represent unearned revenues of the acquired company at the closing date and the deferred tax liability related to the recorded intangible assets.

The following schedule represents cumulative cash paid, notes and common stock issued and liabilities assumed since acquisition date.

				National Actuarial
2006:	Lamoriello Entities			Pension Services

Fair value of assets acquired	$	6,656,190		$	3,649,469
Cash paid		(3,354,190	)		(2,110,069	)
Notes issued		-			(700,000	)
Common stock issued		(1,500,000	)		-
Total liabilities assumed	$	1,802,000		$	839,400

	Alaska Pension			Alan N. Kanter
2008:	Services, Ltd.			& Associates, Inc.

Fair value of assets acquired	$	1,689,702		$	2,741,941
Cash paid		(962,020	)		(2,237,976	)
Due to sellers		-			-
Notes issued		(220,000	)		-
Common stock issued		(220,000	)		-
Total liabilities assumed	$	287,682		$	503,965

				The Pension
2008:	REPTECH Corp.			Group, Inc.

Fair value of assets acquired	$	5,001,218		$	6,315,702
Cash paid		(2,036,652	)		(3,636,807	)
Notes issued		(922,656	)		(617,500	)
Common stock issued		(715,104	)		(467,500	)
Total liabilities assumed	$	1,326,806		$	1,593,895

	Standard
2009:	Retirement Services

Fair value of assets acquired	$	537,000
Cash paid		(240,284	)
Accrued obligations		(296,716	)
Total liabilities assumed	$	-

See accompanying notes to condensed consolidated interim financial statements.

Page 7

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

Note 1. Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated interim financial statements included herein have been prepared in accordance with generally accepted accounting principles for interim period reporting in conjunction with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these statements do not include all of the information required by generally accepted accounting principles for annual financial statements. In the opinion of management, all known adjustments (consisting of normal recurring accruals and reserves) necessary to present fairly the financial position, results of operations and cash flows as of and for the interim periods have been included. It is suggested that these condensed consolidated interim financial statements be read in conjunction with the consolidated financial statements and related notes included in National Investment Managers Inc. Form 10-K for the year ended December 31, 2009.

The operating results for the nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the full year ending December 31, 2010.

All significant intercompany transactions and balances have been eliminated in consolidation.

Certain amounts in the 2009 condensed consolidated interim financial statements and disclosures have been reclassified to conform to the current year presentation.

The preparation of condensed consolidated interim financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements as well as the reported amounts of revenue and expenses during the reporting period. Actual amounts could differ from those estimates.

Note 2. Background and Liquidity

The Company is in the principal business of acquiring and managing operating entities that offer a full array of pension plan administration services, including but not limited to plan design, consulting, installation, ongoing annual administration and pension actuarial services, financial and investment advisory services and sale of various insurance products to small and medium sized businesses and high-net worth individuals in the United States. As of September 30, 2010, the Company owned 22 operating units in fourteen states. The Company’s headquarters is located in Dublin, Ohio.

At September 30, 2010 and December 31, 2009, the Company's working capital deficit was approximately $32.2 million and $9.3 million, respectively and its accumulated deficit was approximately $25.2 million and $23.6 million, respectively. Further, for the nine months ended September 30, 2010 and September 30, 2009, the Company's net income (loss) before preferred stock dividends was approximately ($0.2) million and $1.1 million, respectively and its cash flows from operations were approximately $3.0 million and $4.5 million, respectively.

Through its senior lending arrangements, the Company has access to a Revolving Line of Credit of up to $2.0 million, which was temporarily increased to $2.5 million through December 31, 2009 and further extended through February 28, 2010, to supplement its cash generated from operations. Effective April 26, 2010, the maximum principal amount available under the Revolving Line of Credit was increased to $4.0 million as a result of an amendment to its current senior lending arrangement as discussed in the Debt Amendments section of Note 5. At September 30, 2010 and December 31, 2009, the Company had $3.2 million and $2.5 million, respectively, of principal outstanding under this arrangement.

On April 12, 2010, in order to alleviate a lack of short-term liquidity, the Company obtained an additional loan of $0.5 million for short-term working capital purposes from its subordinated senior lenders due on May 15, 2010. On May 7, 2010, the Company used funds available from the increased Revolving Line of Credit to pay off the short-term working capital loan.

The Company’s existing commitments for term notes from senior and subordinated senior lenders are currently exhausted. The Company has amended its current lending arrangements, with its existing lenders, beyond 2010 as discussed in the Debt Amendments section of Note 5. In the amendments, the Company has agreed that its senior or subordinated senior lenders may terminate their forbearance agreements if, in the lender’s reasonable judgment, the Company has not made adequate progress toward a reasonably satisfactory recapitalization initiative by July 15, 2010 or any date thereafter through the forbearance period. The senior and subordinated lenders have elected not to terminate their forbearance agreements as of the date of this report. If the Company is not successful in its recapitalization or debt refinancing efforts, it will not have the ability to pay the senior and subordinated senior debt at the end of the forbearance period.

Page 8

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

Management establishes an annual plan for operations and then utilizes the operating plan, current financial results, equity and credit market conditions, and other factors to forecast its quarterly and annual financial results and related cash flows from operations. Based upon management's cash forecast for revenues, operating expenses and debt services, the Company believes its cash resources will be adequate to fund operations through December 31, 2010. However, there can be no assurance that the Company’s senior and subordinated senior lenders will not terminate their forbearance agreements with the Company, which could result in such lenders electing to declare all amounts due and payable. There is no assurance that the Company would be able to negotiate additional waivers or obtain other financing needed to continue operations of the Company.

As a result of the Company’s current capital position, general liquidity constraints, and its commitments in the amendments to its lending arrangements, management’s primary focus will be to dedicate significant time and efforts in 2010 towards the successful recapitalization or debt refinancing of the Company. Management will also continue to enhance operating efficiencies and increase the effectiveness of the current operating subsidiaries through the implementation of technology and operational upgrades. The Company expects further acquisition activity in 2010, if any, to be limited and only with the approval of its lenders.

Note 3. Adoption of New Accounting Pronouncements

In January 2010, the FASB issued guidance in the Fair Value Measurements and Disclosures Topic of FASB ASC. The guidance requires reporting entities to make new disclosures about recurring and nonrecurring fair value measurements including significant transfers into and out of Level 1 and Level 2 fair value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. The guidance also clarified existing fair value measurement disclosure guidance about the level of disaggregation, inputs and valuation techniques. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuance, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The guidance does not have a material impact on the Company’s condensed consolidated interim financial statements.

Note 4. New Accounting Pronouncements

In September 2009, the FASB issued guidance in the Revenue Recognition Topic of FASB ASC. This guidance updates the accounting and expands disclosures for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit. The update will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Management is currently evaluating the impact of applying the update to the Company’s future condensed consolidated interim financial statements.

Note 5. Long-term Debt and Derivative Liabilities

Long-term debt activity for the nine months ended September 30, 2010 consisted of the following:

	(Audited)										(Unaudited)
	Balances at			Add:		Less:			Add:		Balances at
	December 31, 2009			New Debt		Payments			Amortization		September 30, 2010
Senior Term Note	$	12,000,000					(1,000,000	)			$	11,000,000
Subordinated Sr Note		12,992,542			1,575,686							14,568,228
Seller notes		2,868,489					(384,461	)				2,484,028
Capitalized leases		62,254					(20,003	)				42,251
		27,923,285										28,094,507
Less: unamortized debt discount		(1,454,175	)							950,219		(503,956	)
		26,469,110										27,590,551
Less: current portion		(3,352,743	)									(27,568,098	)
	$	23,116,367									$	22,453

New debt on the Subordinated Senior Note includes noncash interest of $1,305,292 and a modification fee of principal and interest of $270,394 as discussed further in the Debt Amendments section of this Note 5.

Page 9

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

Revolving Line of Credit and Senior Term Note

On November 30, 2007, the Company entered into (i) a Revolving Line of Credit and Term Loan Agreement (the "Senior Loan Agreement") with RBS Citizens Bank (“Senior Lender”) and (ii) a Securities Purchase and Loan Agreement (the "Subordinated Senior Agreement") with Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC and Lehman Brothers Commercial Bank (the “Subordinated Senior Lenders”). A principal amount of the proceeds generated from the two financings were used to retire existing debt. Pursuant to the Senior Loan Agreement, the Company entered into a Revolving Line of Credit in the initial amount of $1,000,000 (the "Revolver") and a Term Loan Promissory Note in the initial amount of $8,000,000 (the "Term Loan"). If certain conditions are satisfied, the Company may utilize additional financing under the Revolver up to $1,000,000 (the "Additional Revolver") and additional term loans up to $7,000,000 (the "Additional Term Loan") to fund future acquisitions (the Term Loan and the Additional Term Loan are collectively referred to as the “Senior Term Note”). In 2008, the Company borrowed the remaining $7,000,000 on the Senior Term Note exhausting the availability of funds under the Senior Term Note. The Senior Term Note and the Revolving Line of Credit bear interest at the applicable LIBOR rate of interest. The Senior Term Note and the Revolving Line of Credit were to mature on July 31, 2010; but, were extended under the April 26, 2010 amendment discussed further in the Debt Amendments section of this Note 5. From closing through November 30, 2008, the Company was required to pay interest accruing on the Senior Term Note and the Revolving Line of Credit on the last day of the applicable LIBOR interest period. Subsequent to November 30, 2008, the Company was required to pay the applicable amount of interest owed on the Senior Term Note and the Revolving Line of Credit as well as a portion of the principal of the Senior Term Note based upon a five year straight line amortization schedule of $250,000 in principal on a monthly basis with the remaining outstanding principal balance to be paid in one lump sum on the date of maturity. Commencing January 1, 2008, the Company is obligated to pay an unused commitment fee on the first business day of each quarter for any amounts not used by the Company under the Additional Term Loan. The unused commitment fee to be paid is equal to one-quarter multiplied by the applicable basis point level, which is contingent upon the Company's ratio of total debt funded to EBITDA. The Senior Lender has a secured lien on all assets of the Company and its subsidiaries. The Company may prepay the Senior Term Note and the Revolving Line of Credit at anytime.

As of September 30, 2010, the outstanding principal balance on the Revolving Line of Credit and Senior Term Note was approximately $3.2 million and $11.0 million, respectively and the interest rate was 9.25% and 4.76%, respectively. As of December 31, 2009, the outstanding principal balance on the Revolving Line of Credit and Senior Term Note was approximately $2.5 million and $12.0 million, respectively and the interest rate was 4.73%.

Subordinated Senior Term Note

The Subordinated Senior Note bears interest at 15% of which 12% is due and payable on a monthly basis and 3% (the "Compounded Rate") is compounded monthly and added to the principal amount of the Subordinated Senior Note. The Subordinated Senior Note matures on the earlier of January 31, 2011, the occurrence of a capital transaction, or an event of default. A capital transaction includes the sale, disposition, dissolution or liquidation of the Company's assets or subsidiaries, the acquisition by any person of 30% or more of the Company's common stock or a public offering in the minimum amount of $20,000,000 (a "Capital Transaction"). The Subordinated Senior Lenders have a secured lien on all assets of the Company and its subsidiaries and would be entitled to foreclose on the Company's assets in the event of default, subject to the rights of the Senior Lender.

As of September 30, 2010 and December 31, 2009, approximately $14.3 million and $13.0 million, respectively, were outstanding under the Subordinated Senior Agreement.

At closing, the Company issued warrants (“Subordinated Senior Warrants”) to purchase an aggregate 5,742,789, 3,828,527 and 1,914,262 shares of common stock at $0.50, $1.00 and $1.50 per share, respectively. The Subordinated Senior Warrants are exercisable through November 2017 on a cash or cashless basis. Subsequent to January 31, 2011, the consummation of a Capital Transaction or an event of default, the Subordinated Senior Lenders may elect to sell to the Company all or a portion of the shares issuable upon exercise of the Subordinated Senior Warrants (the "Put"). The cash payment to be made by the Company shall be determined by dividing the value of the Company's common stock equity by the number of shares outstanding on a fully diluted basis (the "Repurchase Price"). In the event that a Capital Transaction is entered into during the six months following the closing of the Put, then the Company is obligated to make an additional payment to the Subordinated Senior Lenders to reflect the difference of the amount initially paid in connection with the Put and the amount that would have been paid had the Put been exercised pursuant to the second Capital Transaction.

Page 10

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

The Subordinated Senior Lenders may elect to require the Company to pay an additional fee (the "Fee Agreement") as well as the Conditional Interest Payment ("CIP Payment") at (i) January 31, 2011, (ii) the date of consummation of a Capital Transaction, or (iii) an event of default. The Fee Agreement is based upon the Subordinated Senior Lenders ownership in the Company and the per share price of the Company's common stock. The CIP Payment is equal to 5% of the Company's equity value which is payable on the 90th day following receipt of such notice from the Subordinated Senior Lenders and an additional payment equal to 1.5% of the Company's equity value is payable on the end of each calendar quarter thereafter. The aggregate CIP Payment may not exceed 15% of the Company's equity value. At any time after the Subordinated Senior Lenders deliver notice with respect to the CIP Payment, the Company may elect to purchase the shares of common stock underlying the Subordinated Senior Warrants at the Repurchase Price.

The Subordinated Senior Lenders have both demand and piggyback registration rights with respect to shares issuable upon conversion of the Subordinated Senior Warrants or any other shares held at the time of the request. The Company must use its best efforts in good faith to affect the registration of these shares.

On November 3, 2008, Woodside Capital Partners V, LLC and Woodside Capital Partners V QP, LLC (“Woodside Purchasers”) acquired all of the Subordinated Senior Notes and Subordinated Senior Warrants held by Lehman Brothers Commercial Bank (“Lehman”). The Woodside Purchasers together with the Woodside Capital Partners IV, LLC and Woodside Capital Partners IV QP, LLC are hereinafter referred to as the “Woodside Subordinated Senior Lenders”.

In connection with the April 26, 2010 amendments, discussed further in the Debt Amendments section of this Note 5, the Woodside Subordinated Senior Lenders agreed to surrender the Subordinated Senior Warrants and relinquish their rights to the CIP Payment and the Fee Agreement.

Covenant Compliance and Related Debt Amendments

Under the terms of the Senior Loan Agreement and the Subordinated Senior Agreement, the Company is subject to meeting certain restrictive quarterly financial covenants which, among other things, require the Company to maintain certain minimum Adjusted EBITDA and certain leverage and fixed charge coverage ratios. Adjusted EBITDA is a financial performance metric which is not recognized by accounting principles generally accepted in the United States of America.

As of December 31, 2008, the Company was not in compliance with certain covenants under the Senior Loan Agreement and the Subordinated Senior Agreement. The Company’s decline in asset based revenues, as a result of the dramatic decline in the U.S. equity markets in the second half of 2008, negatively impacted its ability to achieve Adjusted EBITDA targets as planned and three out of five related debt covenants presented below. As a result, management entered into Waiver and Amendment Agreements to the Senior Loan Agreement and the Subordinated Senior Agreement (“Waiver and Amendment Agreements”) in March 2009. Under the terms of the Waiver and Amendment Agreements, the Senior Lender and Woodside Subordinated Senior Lenders waived the existing defaults on the debt covenants at December 31, 2008 and revised future covenant calculations. In exchange, the Company is subject to an increase in the interest rates of 1.25% on the Senior Term Note and 1.75% on the outstanding Revolving Line of Credit, over the remaining term of the Senior Loan Agreement. In addition, the Company incurred one-time amendment fees totaling $100,625 (of which $60,000 was added to the Subordinated Senior Note) upon the effective date and is now subject to a 0.25% unused commitment fee on the Revolver which the Company does not expect to be material. The Senior Lender and the Woodside Subordinated Senior Lenders have approval rights for all future acquisitions and the Company is subject to more frequent and timely compliance and reporting requirements with the Senior Lender.

On September 29, 2009, the Company and Senior Lender agreed to temporarily increase the maximum principal amount available under the Revolving Line of Credit to $2,500,000 through December 31, 2009. On December 14, 2009, the Senior Lender further extended the Revolving Line of Credit through February 28, 2010. At February 28, 2010, the Company was required to repay any amounts outstanding under the Revolving Line of Credit in excess of $2,000,000. As part of the transaction, the Company paid or accrued $61,583 in deferred financing costs associated with the original increase in the Revolving Line of Credit dated September 29, 2009, which will be amortized over the remaining life of the loan. The agreement was further amended as part of the April 26, 2010 amendment described further in the Debt Amendments section of this Note 5.

As of September 30, 2009, the Company was not in compliance with certain restrictive covenants in the Waiver and Amendment Agreements. As a result, the Senior Lender and the Woodside Subordinated Senior Lenders issued the Company reservation of rights letters, which notified the Company of default under the Waiver and Amendment Agreements. The document indicates that this default entitles the Senior Lender and the Woodside Subordinated Senior Lenders to exercise certain rights and remedies under the Senior Loan Agreement and the Subordinated Senior Agreement through issuance of a reservation of rights letter. The Senior Lender and Woodside Subordinated Senior Lenders agreed to not exercise all their rights and remedies at this time; but, reserve the right to do so in the future. The Woodside Subordinated Senior Lenders exercised their right to increase the interest rate by 3% on the Subordinated Senior Note effective November 15, 2009. The increased interest is compounded monthly and added to the Subordinated Senior Note.

Page 11

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

As of March 31, 2010 and December 31, 2009, the Company was not in compliance with certain restrictive covenants in the Waiver and Amendment Agreements. As a result, on April 26, 2010, the Senior and Woodside Subordinated Senior Lenders agreed to amend the existing loan agreements. Under the amendments, the Senior and Woodside Subordinated Senior Lenders agreed to forbear from exercising their rights and remedies for identified events of default and anticipated events of default during the forbearance period subject to certain terms and conditions which are discussed further in the Debt Amendments section of this Note 5.

As of September 30, 2010, the Company continued to be out of compliance with certain restrictive covenants in the Waiver and Amendment Agreements. Under the amendments noted above, the Senior and Woodside Subordinated Senior Lenders agreed to continue to forbear from exercising their rights and remedies for identified events of default and anticipated events of default during the forbearance period subject to certain terms and conditions.

The tabular presentation sets forth the Company’s most restrictive covenants for the trailing twelve month periods as amended by quarter for 2009 and 2010.

($ in millions)	Amended
	2009										2010
		Q1		Q2		Q3			Q4			Q1			Q2			Q3
Minimum Adjusted EBITDA (1)
Actual	$	8.80	$	9.64	$	8.78	*	$	8.88	**	$	8.52	**	$	5.34	**	$	8.07	**
Covenant	$	8.40	$	9.00	$	9.05		$	10.10		$	10.70		$	11.15		$	11.15

Maximum Leverage Ratio (2)
Actual		3.11		3.05		3.48	*		3.42	**		3.48	**		5.76	**		3.87	**
Covenant		3.25		3.25		3.25			2.75			2.60			2.50			2.50

Minimum Fixed Charge Coverage Ratio (3)
Actual		1.12		1.02		0.95	*		1.16	**		0.32	**		0.17	**		0.28	**
Covenant		1.05		1.00		1.00			1.20			1.25			1.25			1.25

Minimum Interest Coverage Ratio (4)
Actual		3.09		3.27		2.93			2.94			2.70			1.63	**		2.34	**
Covenant		2.25		2.25		2.25			2.50			2.50			2.50			2.50

Maximum Ratio of Total Funded Debt to Net Worth (5)
Actual		1.45		1.21		1.17			1.18			1.15			1.18			1.12
Covenant		2.00		2.00		2.00			2.00			2.00			2.00			2.00

* Reservation of rights issued by the Senior Lender and Subordinated Senior Lenders dated November 13, 2009.

** Under the Senior Loan Amendment and Subordinated Senior Amendment entered into on April 26, 2010, the Senior and Woodside Subordinated Senior Lenders agreed to forbear from accelerating or otherwise enforcing their rights and remedies with respect to the above covenant defaults under the Senior Loan and Subordinated Senior Amendments until January 2011.

(1) Minimum Adjusted EBITDA includes, for the trailing twelve month period, net loss plus the following items: consolidated interest expense, income taxes, depreciation, amortization, non-cash charges for stock based compensation, contractually specific charges to goodwill, and any non-cash extraordinary and unusual or non-recurring write downs or write offs.

(2) Maximum Leverage Ratio is total funded debt divided by the sum of Minimum Adjusted EBITDA and the trailing twelve months Adjusted EBITDA for acquisitions.

(3) Minimum Fixed Charge Coverage Ratio is the quotient of Operating cash flow and Debt Service. Operating cash flow is the sum of Minimum Adjusted EBITDA and the trailing twelve months of Adjusted EBITDA from acquisitions less taxes paid and capital expenditures during the trailing twelve month period. Debt Service is the sum of the current portion of all long term debt, except the Senior Term Note which if defined as $3,000,000 for this calculation, and the trailing twelve months of interest expense.

(4) Minimum Interest Coverage Ratio is the quotient of Minimum Adjusted EBITDA divided by the trailing twelve month interest expense.

(5) Maximum Ratio of Total Funded Debt to Net Worth is the quotient of funded debt divided by the total of assets, less liabilities plus the accumulated amortization of intangible assets recorded since November 30, 2007 (the date of debt agreement).

Page 12

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

Following is a reconciliation of Minimum Adjusted EBITDA to net loss available to common stockholders:

	Period Ended
	September 30, 2010

Minimum Adjusted EBITDA for the trailing twelve months	$	8,072,612

Depreciation and amortization		(8,948,659	)

Stock based compensation		(124,546	)

Change in fair value of derivative financial instruments		2,291,769

Contractually specific charges to goodwill		178,501

Interest expense		(3,451,409	)

Debt and other restructuring charges		(1,289,236	)

Income tax expenses		(157,294	)

Deferred income tax benefit		1,633,001

Preferred stock dividends		(1,941,999	)

Fourth quarter 2009 net loss available to common stockholders		2,088,153

Net loss available to common stockholders	$	(1,649,107	)

Debt Amendments

On April 12, 2010, the Company entered into an agreement with the Woodside Subordinated Senior Lenders to receive an additional loan (“Short-Term Working Capital Loan”) of $500,000 to be used for short-term working capital needs. For use of the funds, the Company paid a fee of $5,000. The Short-Term Working Capital Loan accrues interest at 12% per annum. The principal amount and any accrued and unpaid interest was due on May 15, 2010. On May 7, 2010, the Company paid all outstanding principal and accrued interest on the Short-Term Working Capital Loan.

On April 26, 2010, the Company entered into an amendment (“Senior Loan Amendment”) to the Senior Loan Agreement. In the Senior Loan Amendment, the Senior Lender agreed to forbear from accelerating or otherwise enforcing its rights and remedies with respect to identified events of default and anticipated events of default under the Senior Loan Agreement until January 2, 2011 (the “Forbearance Period”) and, in addition, extended the maturity of the indebtedness until January 2, 2011. During the Forbearance Period, the Senior Lender agreed to increase the maximum principal amount available under the Revolving Line of Credit to $4,000,000. All advances on the Revolving Line of Credit after the date of the Senior Loan Amendment, including any outstanding draws, will incur interest, payable on a monthly basis, at a rate of prime plus 6%. Also, the Senior Lender agreed to suspend the monthly principal payments of $250,000 on the Senior Term Note. The Company will continue to pay the applicable amount of interest owed on the Senior Term Note on the last day of each month.

In return, the Company agreed as part of the Senior Loan Amendment that, among other things, the Senior Lender may terminate the Senior Loan Amendment during the Forbearance Period if the Company does not (i) meet specified cash flow tests of its cash receipts and disbursements measured weekly on a rolling six week and forbearance period-to-date basis, as defined in the amendment and (ii) maintain a specified minimum cash and available Revolving Line of Credit balance of $500,000. As of September 30, 2010, the Company met the above cash covenants as indicated in the following table:

Cash Flow Test	Covenant	Range of Results

Cash Receipts	greater than 80%	94.3% - 138.3%

Cash Disbursements	less than 110%	94.5% - 105.9%

Minimum Cash Availability	greater than $500,000	$1.6 million - $2.8 million

Page 13

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

The Company agreed to pay the Senior Lender an amendment fee (“Amendment Fee”) of $250,000, of which $50,000 was to be paid on the amendment date with the remainder to be paid in $25,000 monthly installments beginning May 31, 2010 and ending December 31, 2010. The Company also agreed to pay the Senior Lender a monthly fee (“Monitoring Fee”) of $2,000 per month throughout the duration of the Forbearance Period and reimburse the Senior Lender for any legal fees in connection with the Senior Loan Amendment. As of September 30, 2010, the company paid $150,000 of the Amendment Fee and $6,000 in Monitoring Fees.

In addition, upon closing of a capital transaction, the Company is required to pay an additional fee to its Senior Lender. In the event of a sale to a third party, the Company will pay the Senior Lender a fee (“Borrower Sale Fee”) equal to the sum of $300,000 plus 0.75% of the excess of the gross purchase price paid for the Company over the Company’s outstanding indebtedness less any exit fees paid to the Woodside Subordinated Senior Lenders. In the case of a repayment in full or maturity, the Company will pay the Senior Lender a fee (“Borrower Refinancing Fee”) equal to 4% of the outstanding indebtedness to the Senior Lender. If a Company sale were to take place within six months after the maturity date or the repayment in full and if that sale transaction would result in a Borrower Sale Fee greater than $300,000, then the Company would pay the Senior Lender an amount equal to the difference between the Borrower Sale Fee and $300,000.

On March 22, 2010, the Company engaged a financial advisor to assist in exploring, evaluating and implementing one or more strategic alternatives for the recapitalization of the Company (“Recapitalization Initiative”), including refinancing its current debt, raising capital, and/or sale of the Company to a third party. The Senior Lender may terminate the Forbearance Period if, in the Senior Lender’s reasonable judgment, the Company has not made adequate progress toward a reasonably satisfactory Recapitalization Initiative by July 15, 2010 or any date thereafter. The Company paid the financial advisor $60,000 upon the execution of an amendment to the loan agreements with Senior and Woodside Subordinated Senior Lenders and agreed to pay a monthly service fee of $30,000. In the event of a sale to a third party, the Company will pay the financial advisor a transaction fee of $950,000. In the case of a refinancing, the Company will pay the financial advisor a fee equal to (i) 1.5% of the total amount of senior debt raised, plus (ii) 3.0% of the total amount of any one-stop debt raised, plus (iii) 4.0% of the total amount of junior debt raised. On August 1, 2010, the Company amended the agreement with the financial advisor to replace the fixed monthly service fee with an hourly rate.

On April 26, 2010, in addition to the Senior Loan Amendment, the Company entered into an amendment (“Subordinated Senior Amendment”) to the Subordinated Senior Agreement with the Woodside Subordinated Senior Lenders. In the Subordinated Senior Amendment, the Woodside Subordinated Senior Lenders agreed to forbear from accelerating or otherwise enforcing its rights and remedies with respect to identified events of default and anticipated events of default under the Subordinated Senior Agreement until January 2, 2011 (the “Forbearance Period”). In addition, the Woodside Subordinated Senior Lenders agreed to surrender the Subordinated Senior Warrants and relinquish their rights to the CIP Payment and the Fee Agreement.

In return, the Company agreed as part of the Subordinated Senior Amendment that, among other things, the Woodside Subordinated Senior Lenders may terminate the Subordinated Senior Amendment during the Forbearance Period if the Company does not (i) meet specified cash flow tests of its cash receipts and disbursements measured weekly on a rolling six week and forbearance period-to-date basis, as defined in the agreements and (ii) maintain a specified minimum cash and available Revolving Line of Credit balance of $500,000. The Company met the cash covenants as indicated in the table above.

The Subordinated Senior Note continues to bear interest at 18%; however, only 6% is due and payable on a monthly basis and 12% is compounded monthly and added to the principal amount of the Subordinated Senior Note. The Company agreed to pay the Woodside Subordinated Senior Lenders a fee (“Modification Fee”) of $250,000, which is to be paid on the earlier of January 31, 2011, a capitalization transaction, or an event of default. The Modification Fee shall constitute an additional debt obligation and accrues interest at 18% per annum, compounded monthly, payable at the date the Modification Fee is due. As of September 30, 2010, $270,394 was outstanding under the Modification Fee agreement.

In addition, the Company agreed to pay the Woodside Subordinated Senior Lenders a fee (“Exit Fee”) payable on the earlier of (i) a sale of the Company to a third party, (ii) repayment of all amounts due the Woodside Subordinated Senior Lenders (“Repayment Event”), or (iii) January 31, 2011 (“Maturity”). In the event of a sale transaction occurring prior to a Repayment Event, the Exit Fee will be $450,000 plus 1.5% of the excess of the gross purchase price paid for the Company over the Company’s outstanding indebtedness less any Borrower Sale Fee paid to the Senior Lender. Upon a Repayment Event or Maturity, the Exit Fee shall be $450,000. If a Company sale were to take place within six months after a Repayment Event or Maturity and if that sale transaction would have resulted in an Exit Fee greater than $450,000, then the Company would pay the Woodside Subordinated Senior Lenders an amount equal to the difference between the greater Exit Fee and $450,000.

Page 14

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

Because management believes that a sale is the most likely event to occur, the Company has estimated sale related payments to the Senior Lender and Woodside Subordinated Senior Lenders to be $1,598,000, which were added to deferred financing costs and are being amortized over the remaining life of the loan.

On August 12, 2010, the Company entered into Amendment No. 9 to the Securities Purchase and Loan Agreement with the Woodside Subordinated Senior Lenders. In the amendment, the Woodside Subordinated Senior Lenders agreed to convert the 6% monthly cash interest payments (“Converted Interest”) to interest compounded monthly and added to the principal amount of the Subordinated Senior Note so that the Company has available cash to make payments under its retention and recapitalization incentive plan, payments to the Company’s lead director and additional recapitalization expenses, commencing with the cash interest payment due on July 1, 2010. The retention and recapitalization incentive payments, lead director payments and recapitalization expenses are not to exceed a combined $67,000 for any month. Any shortfall in retention and recapitalization incentive payments, lead director payments and recapitalization expenses are to be paid to the Woodside Subordinated Senior Lenders and applied towards payment of the compounded interest. Additionally, the interest rate on the Subordinated Senior Note will increase by 2% on October 1, 2010 and 1% on January 1, 2011. In the event that all obligations are paid in full in cash on or prior to the maturity date, the additional compounded interest shall be waived and forgiven and during the Forbearance Period only, with respect to any month, if the outstanding balance of Converted Interest is zero for at least 22 days of such month, then the additional compounded interest rate shall be reduced by 50% for such month.

On November 5, 2010, December 3, 2010, and January 7, 2011, if the Company’s net cumulative cash position exceeds the specified minimum cash balance, as outlined in the Subordinated Senior Amendment, by more than $500,000, the Company is required to pay that excess cash balance against the Converted Interest. On November 5, 2010, the Company paid $353,840, which represented the Converted Interest for the months of June through October 2010.

Seller Financing

On February 24, 2009, the Company executed a restructured promissory note (the “TPA Restructured Note Agreement”) with the sellers of The Pension Alliance, Inc. (“TPA”) under which the parties agreed to execute replacement notes superseding and terminating all existing promissory notes with the sellers of TPA. Under the TPA Restructured Note Agreement, the Company agreed to issue promissory notes for an aggregate of $837,500 payable in nine equal principal monthly installments of $93,056, plus accrued interest, beginning on July 1, 2009 and ending March 1, 2010 at an interest rate of 8% per annum. Interest accrued on superseded promissory notes was paid to the sellers within fifteen business days after the effective date of the TPA Restructured Note Agreement.

On September 29, 2009, the Company executed Amendment No. 1 to the TPA Restructured Note Agreement with the sellers of TPA under which the sellers of TPA agreed to replace the remaining monthly principal installments of $93,056 plus accrued interest under the TPA Restructured Note Agreement, dated February 24, 2009, with a single principal payment of $558,333 on March 1, 2010 plus interest accrued from August 31, 2009. The Senior Lender and Woodside Subordinated Senior Lenders have not authorized payment of the principal or accrued interest on this note as of November 15, 2010.

On February 28, 2009, the Company executed a restructured promissory note (the “Pentec Restructured Note Agreement”) with the seller of Pentec, Inc. (“Pentec”) and Pentec Capital Management, Inc. (“PCM”) under which the parties agreed to execute replacement notes superseding and terminating, the prior unpaid notes between the parties dated February 28, 2007. Under the Pentec Restructured Note Agreement, the Company agreed to issue a promissory note of $600,000 payable in six equal principal monthly installments of $100,000, plus accrued interest, beginning on July 1, 2009 and ending December 1, 2009 at an interest rate of 8% per annum. Any accrued interest on the remaining February 28, 2007 promissory notes was paid to the seller within fifteen business days after the effective date of the Pentec Restructured Note Agreement. At December 31, 2009, the Restructured Promissory Note was paid in full.

Page 15

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

On March 16, 2009, the Company executed a restructured promissory note (“CIAS Restructured Note Agreement”) with the sellers of California Investment and Annuity Sales, Inc. (“CIAS”) under which the parties executed replacement notes superseding and terminating, the prior note between the parties dated April 3, 2008. Under the CIAS Restructured Note Agreement, the Company issued two promissory notes for an aggregate of $950,000 payable in eight monthly principal only installments of $70,000 beginning on August 15, 2009 and ending March 15, 2010, and three monthly installments of $130,000 plus all accrued interest, less any adjustments to the promissory notes under the CIAS agreement dated April 3, 2008, beginning on April 15, 2010 and ending on June 15, 2010. The notes pay interest at 8% per annum. Accrued interest on the April 3, 2008 promissory notes was paid to the CIAS Sellers within ten business days of the original scheduled payment date of June 3, 2009.

On September 28, 2009, the Company executed Amendment No. 1 to the CIAS Restructured Note Agreement with the sellers of CIAS under which the sellers of CIAS agreed to replace the remaining monthly installment payments under the CIAS Restructured Note Agreement, dated March 16, 2009, with installment payments to be made in six monthly principal only installments of $70,000 beginning on April 15, 2010 and ending September 15, 2010, and three monthly principal installments of $130,000, plus all accrued interest, less any adjustments to the promissory notes under the CIAS agreement dated April 3, 2008, beginning on October 15, 2010 and ending December 15, 2010. The Senior Lender and Woodside Subordinated Senior Lenders have not authorized payment of the principal or accrued interest on these notes as of September 30, 2010.

On October 13, 2010, the Company executed Amendment No. 2 to the CIAS Restructured Note Agreement dated March 16, 2009, with the sellers of CIAS under which the sellers of CIAS agreed to reduce the remaining outstanding principal to $580,000 as a result of not achieving certain revenue targets as noted in the original stock purchase agreement dated April 3, 2008. The remaining outstanding principal will be paid in six monthly principal installments of $96,667, plus accrued interest, beginning on February 15, 2011 and ending July 15, 2011.

On March 24, 2009, the Company executed two promissory notes each for $75,000 payable to two of the sellers of The Pension Group, Inc. (“TPG”) in lieu of full payment of their portion of a cash payment of $467,500, prior to any adjustments, due at March 26, 2009 under the TPG purchase agreement (“TPG Agreement”) dated November 26, 2008. The notes plus interest accrued at 8% per annum were paid in full on June 26, 2009.

On September 24, 2009, the Company executed Amendment No. 1 to the TPG Agreement with the sellers of TPG under which the sellers of TPG agreed to replace the maturity date and payment terms under the promissory notes, dated November 26, 2008, with installment payments to be made in twelve monthly principal installments of $38,958, plus accrued interest, beginning on July 25, 2010 and ending June 25, 2011 at an interest rate of 8% per annum beginning on October 1, 2009. Interest accrued on the promissory notes through September 30, 2009 was paid to the sellers of TPG within fifteen business days of January 25, 2010.

On September 25, 2009, the Company executed Amendment No. 1 to the REPTECH purchase agreement (“REPTECH Agreement”) with the sellers of Pension Technical Services, Inc. (“REPTECH”) under which the sellers of REPTECH agreed to replace the payments due under the promissory notes, dated October 2, 2008, with installment payments to be made in twelve monthly principal installments of $76,888, plus accrued interest, beginning on May 15, 2010 and ending April 15, 2011 at an interest rate of 8% per annum beginning on October 1, 2009. Interest accrued on the promissory notes through September 30, 2009 was paid to the sellers of REPTECH within fifteen business days of December 1, 2009.

On May 14, 2010, the Company executed Amendment No. 2 to the REPTECH Agreement with the sellers of REPTECH under which the sellers of REPTECH agreed to replace the twelve monthly principal installments of $76,888 plus accrued interest under Amendment No. 1 to the REPTECH purchase agreement dated September 25, 2009, with monthly installment payments beginning on May 15, 2010 and ending on July 14, 2011, totaling $922,656 in principal plus accrued interest.

Derivative Liabilities

Pursuant to the Derivatives and Hedging Topic of FASB ASC, the Subordinated Senior Warrants and the Fee Agreement, meet the requirements of and are accounted for as a liability since they could require net-cash settlement by the Company. This option to net-cash settle is out of the Company’s control. The initial value of the Subordinated Senior Warrants and the Fee Agreement was treated as a discount to the corresponding note and recorded as a liability. The Company calculated the initial value of the Subordinated Senior Warrants to be $2,522,661 and the value of the Fee Agreement to be $654,575. The value of the Subordinated Senior Warrants and the Fee Agreement was determined using the formula outlined in section 11 of the Securities Purchase and Loan Agreement and section 1.3 of the Fee Agreement. The value of the derivative financial instruments are reassessed at each balance sheet date and marked to market as a derivative gain or loss until exercised or expiration. Upon exercise of the derivative financial instruments, the related liability is removed by recording an adjustment to additional paid-in-capital. Pursuant to the Subordinated Senior Amendment, dated April 26, 2010 and discussed in the Debt Amendments section of this Note 5, the Woodside Subordinated Senior Lenders have agreed to surrender the Subordinated Senior Warrants and relinquish their rights to the Fee Agreement. At December 31, 2009, the Subordinated Senior Warrants had a value of $0, and the Fee Agreement had a value of $1,635,321.

Page 16

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

In March 2005, as part of the since retired debt offering, the Company issued Laurus Master Fund, Ltd. (“Laurus”) a common stock purchase warrant (the "2005 Warrant") entitling Laurus to purchase up to 1,084,338 shares of the Company’s common stock at a per share exercise price of $1.00, which was subsequently reduced to $0.50, and a stock option (the "2005 Option") entitling Laurus to purchase up to 643,700 shares of common stock at a per share purchase price of $0.01.

On May 30, 2006, as part of another since retired debt offering, the Company issued Laurus a common stock purchase warrant to purchase 700,000 shares of common stock of the Company, at a purchase price of $0.01 per share, exercisable until May 30, 2011 (the "May 2006 Warrant"). On June 12, 2006, the Company and Laurus entered into an agreement pursuant to which the May 2006 Warrant was rescinded and a new common stock purchase warrant (the "New Warrant") was issued to Laurus. The New Warrant, dated May 30, 2006, entitles Laurus to purchase up to 700,000 shares of common stock of the Company, at an exercise price of $0.1667 per share, exercisable until May 30, 2011.

Pursuant to the Derivatives and Hedging Topic of FASB ASC, the 2005 Warrant, the 2005 Option and the New Warrant (collectively, “Laurus Derivative Financial Instruments”), meet the requirements of and are accounted for as a liability since they contain registration rights and the agreement is silent on how the contract would be settled and thus assumes net-cash settlement in the event that the Company is unable to deliver registered shares. The initial value of the Laurus Derivative Financial Instruments was treated as a discount to their corresponding notes and recorded as a liability. The Company calculated the initial value of the Laurus Derivative Financial Instruments on the closing date of the transactions as being $1,578,159. The value of the Laurus Derivative Financial Instruments was determined using a Black-Scholes option pricing model with the following assumptions: expected term - 3-8 years, volatility - 25%, risk free rate - 4%, and zero dividend yield. Using the Black-Scholes option-pricing method, the value of the Laurus Derivative Financial Instruments are reassessed at each balance sheet date and marked to market as a derivative gain or loss until exercised or expiration. Upon exercising the Laurus Derivative Financial Instruments, the related liability is removed by recording an adjustment to additional paid-in-capital. At September 30, 2010 and December 31, 2009, the Laurus Derivative Financial Instruments have a value of $11,508 and $88,898, respectively.

Note 6. Stockholders’ Equity

Series C Preferred Stock Conversion

On June 18, 2010, a holder of 137,500 shares of Series C Convertible Preferred Stock converted such shares into 1,650,000 shares of common stock.

Series D Preferred Stock Conversion

On January 4, 2010, a holder of 8,513 shares of Series D Convertible Preferred Stock converted such shares into 170,260 shares of common stock.

Common Stock and Stock Options

On April 14, 2009, the Company issued a Stock Option Agreement to the President and COO granting him the option to purchase 600,000 shares of restricted common stock of the Company at a price of $0.20 per share as part of his April 14, 2009 employment agreement. These options may be exercised only if authorized shares are available.

On April 15, 2009, the Company issued a Stock Option Agreement to the Chief Financial Officer granting him the option to purchase 250,000 shares of restricted common stock of the Company at a price of $0.20 per share as part of his April 15, 2009 employment agreement. These options may be exercised only if authorized shares are available.

On July 8, 2009, the Company issued Stock Option Agreements to various members of management and staff granting them the option to purchase shares of restricted common stock of the Company at a price of $0.20 per share, of which, 600,000 were granted to the Chief Executive Officer. These options may be exercised only if authorized shares are available.

On December 31, 2009, the Company issued 100,000 shares of restricted common stock to the Chief Executive Officer as part of his November 30, 2007 employment agreement.

Page 17

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

Note 7. Stock-Based Compensation

The Company complies with the fair value recognition provisions of the Compensation and Equity Topics of FASB ASC which requires compensation cost for all stock awards be calculated and recognized over the service period (generally equal to the vesting period). This compensation cost is determined using option pricing models intended to estimate the fair value of the awards at the grant date. An offsetting increase to stockholders' equity is recorded equal to the amount of the compensation expense charge. The fair value of issued stock options and warrants are estimated on the date of grant using the Black-Scholes option-pricing model including the following assumptions: expected volatility range of 25.0% to 60.0%, expected dividend yield rate of 0%, expected life over the term, generally, 5 or 7 years, and a range of risk-free interest rates of 1.55% to 4.19% which coincides with the expected life of the options and warrants at the time of issuance. During the nine month periods ended September 30, 2010 and September 30, 2009, the Company recorded stock-based compensation of $28,449 and $337,030, respectively. During the three month periods ended September 30, 2010 and September 30, 2009, the Company recorded stock-based compensation of $2,815 and $122,351, respectively. There was no cash flow effect resulting from these arrangements.

The following is a summary of all option activity through September 30, 2010:

						Weighted
						Average
	Number of					Remaining		Aggregate
	Shares			Weighted		Term		Instrinsic
	Outstanding			Avg. Price		(in years)		Value

Outstanding, January 1, 2009		4,488,463		$	0.81		3.07	$	-
Granted		2,502,000		$	0.20
Exercised		-		$	-
Forfeited		(1,120,500	)	$	0.90
Expired		(25,000	)	$	1.00
Outstanding, January 1, 2010		5,844,963		$	0.53		3.13	$	-
Granted		-		$	-
Exercised		-		$	-
Forfeited		(450,000	)	$	0.20
Expired		(60,500	)	$	1.50
Outstanding, September 30, 2010		5,334,463		$	0.55		2.31	$	-

Exercisable, September 30, 2010		5,134,463		$	0.56		2.26	$	-

The Company settles stock option exercises with newly issued shares of common stock. For the periods ended September 30, 2010 and September 30, 2009, respectively, total compensation cost not yet recognized for non-vested awards of $2,815 and $112,361 have a weighted average period of 0.25 years and 0.48 years over which compensation expense is expected to be recognized.

Note 8. Earnings (Loss) Per Common Share

The Company complies with the accounting and reporting requirements of the Earnings Per Share Topic of FASB ASC. Basic net income (loss) per common share includes no dilution and is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income per common share reflects, in the periods in which they have a dilutive effect, the dilution which would occur upon the exercise of stock options and warrants, and the conversion of convertible preferred stock and notes.

Unexercised stock options and warrants to purchase common stock and preferred stock convertible into common stock as of September 30, 2010 and 2009, respectively, are as follows:

	September 30, 2010		September 30, 2009

Options and warrants		15,073,794		28,470,019
Preferred stock		31,139,748		32,960,008
		46,213,542		61,430,027

For the periods ended September 30, 2010 and September 30, 2009, respectively, options and warrants include non-vested shares of 200,000 and 1,540,000.

Page 18

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

The foregoing common stock equivalents were excluded from the calculation of diluted net loss per common share for the nine months ended September 30, 2010 and all options and warrants with an exercise price greater than $0.03 per share were excluded from diluted net income per common share for the three months ended September 30, 2010, as well as, all common stock equivalents were excluded from the calculation of diluted net loss per common share for the nine months ended September 30, 2009 and three months ended September 30, 2009, respectively, since their inclusion would be anti-dilutive.

Note 9. Income Taxes

The Company complies with the Income Taxes Topic of the FASB ASC, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized.

In accordance with the guidance of the Income Taxes Topic of the FASB ASC, there were no unrecognized tax benefits as of September 30, 2010 and 2009. This guidance prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not sustainable upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax expense or benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2010 and 2009. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The adoption of the provisions of this guidance did not have a material impact on the Company's condensed consolidated interim financial position, results of operations and cash flows.

The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Note 10. Fair Value Measurements

Fair Value Measurements and Disclosures Topic of FASB ASC establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – inputs to the valuation methodology are unobservable and are significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the liability. The liabilities measured at fair value on a recurring basis as of September 30, 2010 are as follows:

Fair Value at Reporting Date Using

Quoted Price in

Active Markets

Significant Other

Significant

for Indentical

Observable

Unobservable

Assets

Inputs

Description

September 30, 2010

(Level 1)

(Level 2)

(Level 3)

Derivative financial instruments

11,508

Page 19

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

Reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs as of September 30, 2010 is as follows:

	Fair Value
	Measurments
	Using Significant
	Unobservable
	Inputs
	(Level 3)

Beginning balance - January 1, 2010	$	1,724,219
Total (gains) losses (realized/unrealized)
Included in earnings (or changes in net liabilities)		(1,712,711	)

Ending balance - September 30, 2010	$	11,508

The amount of total (gains) losses for the period included in earnings (or changes in net liabilities) attributable to the change in unrealized (gains) losses relating to assets still held at the reporting date	$	(1,712,711	)

The derivative liability measured at fair value of $11,508 consists of stock options and warrants. The fair value assessment of 2,159,331 options and warrants equaling $11,508 are valued using the Black-Scholes option-pricing model based on assumptions for expected volatility, expected dividend yield rate, expected life, and risk-free interest rates.

Note 11. Acquisitions of Subsidiaries and Other Assets

The acquisition of each subsidiary is being accounted for under the acquisition method of accounting in accordance with the Business Combinations Topic of the FASB ASC. Under the acquisition method, assets acquired and liabilities assumed are recorded at their estimated fair values. The Company allocates the excess of purchase price over net assets acquired to customer relationships, covenants not to compete, employment contracts, trade name and goodwill. The Company amortizes intangibles such as customer relationships, covenants not to compete, employment contracts and trade name over their estimated useful lives. In accordance with Intangibles-Goodwill and Others Topic of the FASB ASC, the Company does not amortize goodwill.

The Company has incorporated contingent consideration into the structure of certain acquisitions completed. These arrangements generally result in the payment of additional consideration to the sellers upon the satisfaction of certain events.

For acquisitions prior to 2009, the additional cash payments or share issuances are contingent considerations and are considered to be additional purchase consideration and will be accounted for as part of the purchase price of the firms when the outcome of the contingency is determinable beyond a reasonable doubt.

For acquisitions beginning in 2009, the additional cash payments or share issuances are contingent consideration accounted for under the Business Combinations Topic of the FASB ASC and are considered to be additional purchase consideration as part of the purchase price of the firms at the time of acquisition. These contingencies will be reassessed on a periodic basis until the final outcome of the contingency is determinable but not longer than the measurement period, with the change recorded to goodwill or identifiable intangibles.

The acquisitions completed by the Company in 2009 are discussed below:

Standard Retirement Services, Inc.

On October 28, 2009, the Company entered into an asset purchase agreement (“Standard Agreement”) to purchase certain assets of Standard Retirement Services, Inc (“Standard”). The final purchase price will be determined based on retention rates as of February 28, 2011 and annual revenues of the acquired assets. The Company paid $68,653 in cash at closing, which represented 10% of the purchase price. An additional 25% of the purchase price totaling $171,631 was paid on August 16, 2010, and the final 65% of the purchase price is due on March 15, 2011, less any adjustments in accordance with the Standard Agreement. The Company has accrued $296,716 as an estimate for settling the remaining contingent payment.

Page 20

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

The total purchase price for the acquisition of Standard was estimated to be about $537,000. It is being accounted for under the acquisition method of accounting in accordance with the Business Combinations Topic of the FASB ASC and is allocated as indicated:

	Standard
Assets acquired:
Customer lists/relationships	$	537,000
		537,000

Liabilities assumed		-

Net purchase price	$	537,000

The identifiable intangible asset is amortized for book purposes over the estimated useful life of the asset. Additional contingent consideration under the asset purchase agreement, if any, is considered to be additional purchase consideration as part of the purchase price of the firms at the time of acquisition. These contingencies will be reassessed on a periodic basis until the final outcome of the contingency is determinable but not longer than the measurement period, with the change recorded to the identifiable intangible.

Note 12. Unaudited Pro forma Interim Financial Information – Nine and three months ended September 30, 2010 and 2009

The following unaudited pro forma information gives effect to the asset acquisitions of Standard Retirement Services, Inc. and Custom K, Inc. as if the acquisitions all took place on January 1, 2009. The Pro forma information does not necessarily reflect the results of operations that would have occurred had the entities been a single company during the periods presented.

	(Unaudited)			(Unaudited)
	Nine Months Ended			Nine Months Ended
	September 30, 2010			September 30, 2009

Revenues	$	35,811,942		$	38,495,021

Net income (loss) available to common stockholders	$	(1,649,107	)	$	331,714

Net income (loss) per common stock - basic	$	(0.04	)	$	0.01

Net income (loss) per common stock - diluted	$	(0.04	)	$	0.01

	(Unaudited)			(Unaudited)
	Three Months Ended			Three Months Ended
	September 30, 2010			September 30, 2009

Revenues	$	14,004,120		$	11,264,420

Net income (loss) available to common stockholders	$	652,308		$	(1,353,326	)

Net income (loss) per common stock - basic	$	0.02		$	(0.03	)

Net income (loss) per common stock - diluted	$	0.02		$	(0.03	)

Note 13. Separation Agreements

On January 30, 2009, the Company entered into a Separation Agreement with John Schroepfer, Interim Chief Financial Officer, under which the parties agreed that Mr. Schroepfer would resign as Interim Chief Financial Officer. The Agreement called for a continuation of his salary, as well as, his life, health and disability insurance through July 21, 2009.

On May 14, 2009, the Company entered into a Separation Agreement with Robert C. Thompson, Senior Vice President and National Sales Manager, under which the parties agreed that Mr. Thompson would resign as Senior Vice President and National Sales Manager. The Agreement called for a continuation of his salary, as well as, his life, health and disability insurance through August 15, 2009.

Page 21

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

Note 14. Related Party Transactions

On November 6, 2008, the Company entered into a two year Management Agreement beginning October 1, 2008 with Nicholas J. Lamoriello and Stephen R. Zito (“Managers”) under which the Managers will provide business management services for three wholly-owned subsidiaries of the Company for a 24 month period. In exchange for the business management services, the Company will pay the Managers a management fee of $30,000 per month, plus out of pocket expenses while providing services to the Company. Both Nicholas J. Lamoriello and Stephen R. Zito are shareholders of the Company. While the agreement has expired, the parties have agreed to maintain the current terms of the agreement during the negotiation period.

LAMCO Advisory Services, Inc. is the investment advisor on the Company’s 401(k) retirement plan and owned by Nicholas J. Lamoriello, a shareholder of the Company. The Company paid approximately $18,000 and $12,000 in advisor fees to LAMCO Advisory Service, Inc. as of September 30, 2010 and September 30, 2009, respectively.

Renee Conner and William Renninger, former owners and former employees of TPA and current shareholders of the Company, collectively own 100% of Conner Management Group, LLC (“CMG”). TPA is a lessee under an office lease agreement with CMG and paid approximately $104,000 and $99,000 in rent to CMG as of September 30, 2010 and September 30, 2009, respectively, which approximates fair market value. This lease agreement subsequently terminated on October 31, 2010.

Stephen H. Rosen, former owner of Stephen H. Rosen & Associates, Inc. (“SHRA”) and current employee of the Company, owns an interest in 89 Haddon Avenue Associates, L.L.C. (“HAA”). SHRA is a lessee under an office lease agreement with HAA and paid approximately $129,000 and $126,000 in rent to HAA as of September 30, 2010 and September 30, 2009, respectively, which approximates fair market value.

Michael Callahan, former owner of Pentec and PCM and current employee and shareholder of the Company, owns 100% of MJM MILESTONE, LLC (“MJM”). Pentec and PCM are lessees under an office lease agreement with MJM and paid approximately $77,000 and $69,000 in rent to MJM as of September 30, 2010 and September 30, 2009, respectively, which approximates fair market value.

Note 15. Employment Agreements

On November 30, 2007, the Company entered into a new employment agreement with Steven J. Ross, the Company's CEO. The agreement provides for a term through December 31, 2009, which is automatically renewable for a period of one year unless either party provides the other with notice 30 days prior to the end of the term that the term shall not be extended. The employment agreement was extended through December 31, 2010 under the existing terms. Mr. Ross is entitled to the following compensation pursuant to the employment agreement:

Annual compensation in the amount of $475,000;

A bonus of 50% of his base salary in year one and 65% of his base salary in all subsequent years if certain targets set by the Board of Directors are satisfied;

700,000 shares of common stock issued on January 2, 2008, 100,000 shares of common stock issued on December 31, 2008 and 100,000 shares of common stock issued on December 31, 2009;

An option to receive 800,000 shares of common stock at an exercise price of $0.65 per share vesting half on December 31, 2008 and half on December 31, 2009; and

A housing and office allowance of $5,000 per month.

On August 12, 2010, the Company entered into an amendment to the employment agreement dated November 30, 2007 with Steven J. Ross, the Company’s CEO. The following summarizes the material terms of the amendment:

The term of the agreement was extended to March 31, 2011;

Any potential bonus opportunity as referenced in the original employment agreement will expire on December 31, 2010;

If employment is terminated by the Company other than for cause, Mr. Ross is now entitled to receive his current base salary and medical benefits through March 31, 2011, plus his targeted bonus compensation;

In the event of a change of control on or before March 31, 2011 and he has not resigned his position, Mr. Ross is now entitled to a one-time payment equal to $700,000 which would preclude any other compensation to him. In addition, Mr. Ross would receive medical benefits through December 31, 2011; and

Except as set forth in the amendment, all other terms of the original agreement remain the same.

Page 22

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

On April 14, 2009, the Company entered into a new employment agreement with John M. Davis, the Company’s President and Chief Operating Officer. The employment agreement provides for a term through December 31, 2010, which is automatically renewable for a period of one year unless either party provides the other with notice 30 days prior to the end of the term that the term shall not be extended. Mr. Davis is entitled to receive the following compensation in accordance with his employment agreement:

Annual salary of $309,000;

For each year under the term of the employment agreement, Mr. Davis is eligible to receive a bonus equal to 50% of his annual salary based upon the achievement of performance targets and objectives as established by the Company’s Board of Directors;

Option grant to purchase 600,000 shares of common stock of the Company at $0.20 per share of which 300,000 shares vested on April 14, 2009, 150,000 shares vested on December 31, 2009 and 150,000 shares will vest on December 31, 2010;

A home office and car allowance of $1,000 per month;

Continuation of health, life and disability insurance; and

If employment is terminated by the Company other than for cause or in the event of a change in control, Mr. Davis is entitled to a one-time payment equal to one year of his current base salary, his targeted bonus compensation and medical benefits for a period of twelve months.

On August 12, 2010, the Company entered into an amendment to the employment agreement dated April 14, 2009 with John M. Davis, the Company’s President and Chief Operating Officer. The following summarizes the material terms of the amendment:

The term of the agreement was extended to June 30, 2011;

Any potential bonus opportunity as referenced in the original employment agreement will expire on December 31, 2010;

In consideration of recapitalization work, Mr. Davis shall receive a recapitalization incentive of 50% of his annual base salary, of which 20% of the total is paid in the form of bi-monthly payments until the earlier of December 31, 2010 or the close of a recapitalization transaction. At the close of a recapitalization transaction, Mr. Davis will be paid the remaining unpaid amount of the incentive; and

Except as set forth in the amendment, all other terms of the original agreement remain the same.

On April 15, 2009, the Company entered into an employment agreement with Christopher W. Larkin, the Company’s Chief Financial Officer. The employment agreement provides for a term through December 31, 2010, which is automatically renewable for a period of one year unless either party provides the other with notice 30 days prior to the end of the term that the term shall not be extended. Mr. Larkin is entitled to receive the following compensation in accordance with his employment agreement:

Annual salary of $200,000;

For each year under the term of the employment agreement, Mr. Larkin is eligible to receive a bonus equal to 35% of his annual salary based upon the achievement of performance targets and objectives as established by the Company’s Board of Directors;

Option grant to purchase 250,000 shares of common stock of the Company at $0.20 per share of which 150,000 shares vested on April 15, 2009, 50,000 shares vested on December 31, 2009 and 50,000 shares will vest on December 31, 2010; and

Continuation of health, life and disability insurance.

On August 12, 2010, the Company entered into an amendment to the employment agreement dated April 15, 2009 with Christopher W. Larkin, the Company’s Chief Financial Officer. The following summarizes the material terms of the amendment:

The term of the agreement was extended to June 30, 2011;

If employment is terminated by the Company other than for cause, Mr. Larkin is entitled to a one-time payment equal to nine months of his current base salary and receive medical benefits through December 31, 2011;

In consideration of recapitalization work, Mr. Larkin shall receive a recapitalization incentive of 50% of his annual base salary, of which 20% of the total is paid in the form of bi-monthly payments until earlier of December 31, 2010 or the close of a recapitalization transaction. At the close of a recapitalization transaction, Mr. Larkin will be paid the remaining unpaid amount of the incentive; and

Except as set forth in the amendment, all other terms of the original agreement remain the same.

Page 23

National Investment Managers Inc. and Subsidiaries

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

Note 16. Contingencies

Coghill Capital Management LLC (“CCM”) filed a complaint on June 1, 2010 in the Supreme Court of the State of New York alleging that the Company failed to file a registration statement with the Securities and Exchange Commission (“SEC”) registering the potential resale of common shares issuable upon conversion of its preferred shares, under the terms of a subscription agreement between the Company and CCM (“Subscription Agreement”). CCM also made additional claims related to the Subscription Agreement, including breach of contract and conversion. CCM is seeking total damages of $1.8 million. The Company intends to defend the claims vigorously based on a number of defenses. Regardless of the outcome, the litigation could have a material adverse impact on the Company’s financial results because of defense costs, diversion of management’s attention and resources, and other factors, however, a range of loss can not be determined at this time.

On August 16, 2010, Orthopaedic Specialty Group, P.C. (“OSG”), the Orthopaedic Specialty Group, P.C. 401(k) Pension Plan (the "OSG Plan") and the trustees of the OSG Plan filed a lawsuit in the Connecticut Superior Court against the Company's wholly-owned subsidiary, Pentec, Inc., and a corporate officer of Pentec, alleging negligence and breach of contract. The trustees had invested assets of the OSG Plan directly with Bernard Madoff and the OSG Plan claims to have lost all of those assets. Plaintiffs allege that the principal amount of the investments totaled approximately $10.1 million and Mr. Madoff had shown investment returns on those investments for a total loss of approximately $34 million. Among other items, Plaintiffs allege that Pentec should have notified OSG, the OSG Plan and its fiduciaries that they could structure the OSG Plan to permit participant directed investments, which they allege would have reduced the trustee’s fiduciary liability to the OSG plan participants. Plaintiffs also allege that Pentec should have advised the trustees to obtain fiduciary liability insurance coverage. The Company believes that Pentec had no duty (whether under law, contract, or industry practice) to advise OSG, the OSG Plan or the trustees that they could limit liability by creating a participant directed plan or that they should obtain fiduciary insurance coverage. Further, Pentec’s service agreement with OSG limited the services to be performed by Pentec as administrative in nature, and specifically excludes the provision of legal, accounting, or investment related services. The Company has engaged outside counsel to defend these claims and believes they are without merit.

Note 17. Other

In July 2009, the Company executed a contract to sell the flex administration business to the Total Administrative Services Corporation (“TASC”) which is expected to be closed before the end of 2010. As part of the contract, TASC will pay the Company a percentage of the annual revenues transferred sixty days after closing, a percentage of annual revenues based bonus payment if a target retention level is obtained nine months after closing and a percentage of ongoing revenues beginning thirteen months after closing. This transaction is not material to the financial statements and thus is not necessary to be disclosed separately in the condensed consolidated interim financial statements. In addition, this transaction does not meet the definition of a capital transaction as defined in Note 5.

Note 18. Subsequent Events

Execution of Amendment to Seller Notes

On October 13, 2010, the Company executed Amendment No. 2 to the CIAS Restructured Note Agreement dated March 16, 2009, with the sellers of CIAS. The terms of the amendment are discussed in the Seller Financing section of Note 5.

Execution of Non-binding Letter of Intent

On November 4, 2010, the Company entered into a non-binding letter of intent with exclusivity for the sale of the Company to Stonehenge Partners, Inc. for $48 million, subject to a negotiated net working capital target. Completion of the sale is subject to certain conditions, including negotiation and execution of a mutually satisfactory definitive acquisition agreement, completion of financing arrangements and due diligence by the buyer, and requisite Senior and Subordinated Senior Lenders and Company shareholder approvals. There can be no assurance that the transaction will be completed as specified in the letter of intent, however, assuming all conditions are satisfied, the Company would expect to complete the transaction in early 2011.

Page 24

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis summarizes the significant factors affecting our condensed consolidated interim results of operations, financial condition and liquidity position for the nine months ended September 30, 2010. This discussion and analysis should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for our year-ended December 31, 2009 and the condensed consolidated unaudited interim financial statements and related notes included elsewhere in this filing. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Actual results could differ materially from those discussed in the forward-looking statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward looking statements, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.

In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this Report.

Overview

The Company is in the principal business of acquiring and managing operating entities that offer administration services of retirement plans, financial and investment advisory services and sale of various insurance products to small and medium sized businesses and high-net worth individuals in the United States of America. As of September 30, 2010, the Company owned 22 operating units in fourteen states. The wholly-owned subsidiaries are based in Lake Mary, FL; North Attleboro, MA; Haddonfield, NJ; Yorktown Heights, NY; New York, NY; Beaverton, OR; Horsham, PA; Wayne, PA; Warwick, RI; Houston, TX; Marina Del Rey, CA; Seattle, WA; Harrisburg, PA; Southington, CT; Pikesville, MD; Anchorage, AK; Denver, CO and Laguna Hills, CA. The Company’s corporate headquarters is located in Dublin, Ohio.

Page 25

Results of Operations

Nine Month Period Ended September 30, 2010 Compared to September 30, 2009

	(Unaudited)						(Unaudited)
	Nine Months Ended			% of			Nine Months Ended			% of			$ Change			% Change
	September 30, 2010			Revenues			September 30, 2009			Revenues			2010 to 2009			2010 to 2009

Revenues	$	35,811,942			100.0	%	$	37,729,784			100.0	%	$	(1,917,842	)		-5.1	%

Operating expenses:
Selling, general and administrative expenses		28,047,304			78.3	%		29,080,526			77.0	%		(1,033,222	)		-3.6	%
Depreciation and amortization		4,519,491			12.6	%		5,605,675			14.9	%		(1,086,184	)		-19.4	%
Stock-based compensation		28,449			0.1	%		337,030			0.9	%		(308,581	)		-91.6	%

Total operating expenses		32,595,244			91.0	%		35,023,231			92.8	%		(2,427,987	)		-6.9	%

Net operating income (loss)		3,216,698			9.0	%		2,706,553			7.2	%		510,145			18.8	%

Other income (expenses):
Change in fair value of derivative financial instruments		1,712,711			4.8	%		207,587			0.6	%		1,505,124			725.1	%
Interest expense		(4,988,074	)		-14.0	%		(3,345,630	)		-8.9	%		(1,642,444	)		49.1	%
Debt and other restructuring charges		(1,229,236	)		-3.4	%		-			0.0	%		(1,229,236	)
Interest, dividend and rental income		17,249			0.0	%		21,162			0.1	%		(3,913	)		-18.5	%

Total other expense, net		(4,487,350	)		-12.6	%		(3,116,881	)		-8.2	%		(1,370,469	)		-18.5	%

Net income (loss) before income tax benefit (expense)		(1,270,652	)		-3.6	%		(410,328	)		-1.0	%		(860,324	)		44.0	%

Income tax benefit (expense)		1,069,144			3.0	%		1,527,826			4.0	%		(458,682	)		209.7	%

Net income (loss) before preferred stock dividends		(201,508	)		-0.6	%		1,117,498			3.0	%		(1,319,006	)		-30.0	%

Preferred stock dividends		(1,447,599	)					(1,483,200	)

Net income (loss) available to common stockholders	$	(1,649,107	)				$	(365,702	)

Revenues for the nine months ended September 30, 2010 decreased $1,917,842 to $35,811,942 compared to the nine months ended September 30, 2009. The decrease in revenues was due primarily to a decrease in revenue of $2,144,110 at our third party administration subsidiaries offset by an increase in revenue of $226,268 generated by the subsidiaries that provide financial planning, investment advisory and insurance products. Retirement plans are restated pursuant to The Economic Growth and Tax Relief Reconciliation Act (“EGTRRA”), an Internal Revenue Service cycle that generally requires restatement of retirement plan documents every six years. The decrease in revenue from our third party administration subsidiaries was the result of a decrease in these retirement plan document restatement fees of approximately $3,118,000 as the restatement cycle for defined contribution retirement plans came to an end on April 30, 2010. The decrease was partially offset by EGTRRA restatement fees on defined benefit retirement plans that began in the third quarter of 2010. The revenue for the nine month period ended September 30, 2010, was generated from three sources; third party administration, $32,899,456; financial planning and investment advisory fees, $2,530,067; and insurance commissions, $382,419. The revenue for the nine month period ended September 30, 2009, was generated from three sources; third party administration, $35,043,566; financial planning and investment advisory fees, $2,351,078; and insurance commissions, $335,140.

Operating expenses for the nine months ended September 30, 2010 decreased $2,427,987 to $32,595,244 over the prior year's comparable nine month period. As a percentage of revenue, operating expenses decreased to 91.0% for the nine months ended September 30, 2010 as compared to 92.8% for the nine months ended September 30, 2009.

Selling, general and administrative expenses for the nine months ended September 30, 2010 decreased $1,033,222 to $28,047,304 over the prior year's comparable nine month period. The decrease was the result of the Company’s efforts to enhance operating efficiencies and reduce operating costs.

Page 26

The September 30, 2010 and 2009 selling, general and administrative expenses consisted of the following:

	(Unaudited)		(Unaudited)
	Nine Months Ended		Nine Months Ended		$ Change 2010
	September 30, 2010		September 30, 2009		to 2009

Selling, general and administrative expenses:
Salaries and related payroll costs	$	18,792,900	$	19,816,837	$	(1,023,937	)
Rent and utilities		2,371,654		2,411,815		(40,161	)
Professional fees		1,837,812		1,934,032		(96,220	)
Office expenses		1,404,518		1,505,258		(100,740	)
Insurance expense		1,457,812		1,526,044		(68,232	)
Computer related expense		574,223		507,057		67,166
Bad debt expense		232,606		73,352		159,254
Travel and entertainment		326,523		285,940		40,583
Commission expense		244,864		192,460		52,404
Miscellaneous other expenses		804,392		827,731		(23,339	)
Total selling, general and administrative expenses	$	28,047,304	$	29,080,526	$	(1,033,222	)

As a percentage of revenue, selling, general and administrative expenses increased to 78.3% for the nine months ended September 30, 2010 as compared to 77.0% for the nine months ended September 30, 2009.

Depreciation and amortization for the nine months ended September 30, 2010 decreased $1,086,184 to $4,519,491 over the prior year's comparable nine month period primarily due to intangible assets from prior years’ acquisitions becoming fully amortized. As a percentage of revenue, depreciation and amortization decreased to 12.6% for the nine months ended September 30, 2010 as compared to 14.9% for the nine months ended September 30, 2009.

Stock-based compensation for the nine months ended September 30, 2010 decreased $308,581 to $28,449 over the prior year's comparable nine month period due primarily to 800,000 stock options issued in 2007 to the Chief Executive Officer as part of his November 30, 2007 employment agreement which were still vesting and thus being expensed through third quarter 2009, 200,000 stock options issued in 2008 to the President and Chief Operating Office as part of his April 2008 employment agreement, which became fully vested and expensed in first quarter 2009, as well as, 300,000 stock options issued in 2009 to the President and Chief Operating Officer as part of his April 2009 employment agreement and 150,000 stock options issued in 2009 to the Chief Financial Officer as part of his April 2009 employment agreement, both of which were fully expensed when issued in second quarter 2009. Additionally, 930,000 stock options, 465,000 of which were expensed immediately upon issuance, were issued in the third quarter of 2009 to various members of management and staff, of which 600,000 were granted to the Chief Executive Officer. As a percentage of revenue, stock based compensation decreased to 0.1% for the nine months ended September 30, 2010 as compared to 0.9% for the nine months ended September 30, 2009.

Net other expense was $4,487,350 for the nine months ended September 30, 2010 as compared to $3,116,881 for the nine months ended September 30, 2009. The increase was due primarily to an increase in interest expense of $1,642,444, an increase in debt and other restructuring charges of $1,229,236 and a decrease in interest and rental income of $3,913, offset by an increase in the change of the fair value of the derivative financial instruments of $1,505,124. The change in the fair value of derivative financial instruments increased as a result of the Woodside Subordinated Senior Lenders agreeing to surrender the Subordinated Senior Warrants and relinquish their rights to the Fee Agreement. Interest expense increased as a result of an increase in amortization of debt discount resulting from the use of the effective interest rate method of amortization, additional borrowings plus an increase in the borrowing rate on the Revolving Line of Credit and additional borrowings on the Subordinated Senior Term Note resulting from the capitalization of interest plus a 3% increase in the borrowing rate on the Subordinated Senior Term Note from failing debt covenants at September 30, 2009. Debt and other restructuring charges increased as a result of fees incurred by the Company for failing debt covenants at September 30, 2009 and the resulting forbearance agreements.

Preferred stock dividends were $1,447,599 for the nine months ended September 30, 2010 as compared to $1,483,200 for the nine months ended September 30, 2009. The decrease was due to a conversion of 8,513 shares of Series D Convertible Preferred Stock into 170,260 shares of common stock during the first quarter of 2010 and a conversion of 137,500 shares of Series C Convertible Preferred Stock into 1,650,000 shares of common stock during the second quarter of 2010.

Page 27

Three Month Period Ended September 30, 2010 Compared to September 30, 2009

	(Unaudited)						(Unaudited)
	Three Months Ended			% of			Three Months Ended			% of			$ Change			% Change
	September 30, 2010			Revenues			September 30, 2009			Revenues			2010 to 2009			2010 to 2009

Revenues	$	14,004,120			100.0	%	$	11,009,341			100.0	%	$	2,994,779			27.2	%

Operating expenses:
Selling, general and administrative expenses		9,320,751			66.6	%		9,010,806			81.8	%		309,945			3.4	%
Depreciation and amortization		1,416,791			10.1	%		1,847,722			16.8	%		(430,931	)		-23.3	%
Stock-based compensation		2,815			0.0	%		122,351			1.1	%		(119,536	)		-97.7	%

Total operating expenses		10,740,357			76.7	%		10,980,879			99.7	%		(240,522	)		-2.2	%

Net operating income (loss)		3,263,763			23.3	%		28,462			0.3	%		3,235,301			11367.1	%

Other income (expenses):
Change in fair value of derivative financial instruments		138			0.0	%		(515,297	)		-4.7	%		515,435			-100.0	%
Interest expense		(1,968,358	)		-14.0	%		(1,163,785	)		-10.5	%		(804,573	)		69.1	%
Debt and other restructuring charges		(540,064	)		-3.9	%		-			0.0	%		(540,064	)
Interest, dividend and rental income		5,797			0.0	%		5,361			0.0	%		436			8.1	%

Total other expense, net		(2,502,487	)		-17.9	%		(1,673,721	)		-15.2	%		(828,766	)		8.1	%

Net income (loss) before income tax benefit (expense)		761,276			5.4	%		(1,645,259	)		-14.9	%		2,406,535			49.5	%

Income tax benefit (expense)		358,128			2.6	%		553,863			5.0	%		(195,735	)		-146.3	%

Net income (loss) before preferred stock dividends		1,119,404			8.0	%		(1,091,396	)		-9.9	%		2,210,800			-35.3	%

Preferred stock dividends		(467,096	)					(494,400	)

Net income (loss) available to common stockholders	$	652,308					$	(1,585,796	)

Revenues for the three months ended September 30, 2010 increased $2,994,779 to $14,004,120 compared to the three months ended September 30, 2009. The increase in revenues was due primarily to an increase in revenue of $2,929,846 at our third party administration subsidiaries and an increase in revenue of $64,933 generated by the subsidiaries that provide financial planning, investment advisory and insurance products. The increase in revenues was primarily due to delays in the first six months of 2010 in completing 2009 plan year valuations and 5500 filings on recurring plans resulting from the new ERISA Filing Acceptance System (“EFAST”) requirements. This resulted in revenue normally earned and recognized in the first two quarters of the fiscal year being delayed until the third quarter. Retirement plans are restated pursuant to The Economic Growth and Tax Relief Reconciliation Act (“EGTRRA”), an Internal Revenue Service cycle that generally requires restatement of retirement plan documents every six years. The increase in revenue from our third party administration subsidiaries was partially offset by a decrease in these retirement plan document restatement fees. The revenue for the three month period ended September 30, 2010, was generated from three sources; third party administration, $13,006,937; financial planning and investment advisory fees, $851,635; and insurance commissions, $145,548. The revenue for the three month period ended September 30, 2009, was generated from three sources; third party administration, $10,077,091; financial planning and investment advisory fees, $843,663; and insurance commissions, $88,587.

Operating expenses for the three months ended September 30, 2010 decreased $240,522 to $10,740,357 over the prior year's comparable three month period. As a percentage of revenue, operating expenses decreased to 76.7% for the three months ended September 30, 2010 as compared to 99.7% for the three months ended September 30, 2009.

Selling, general and administrative expenses for the three months ended September 30, 2010 increased $309,945 to $9,320,751 over the prior year's comparable three month period. The increase was the result of one time employee incentives associated with the Company’s efforts to catch-up and complete 2009 plan year valuations and 5500 filings delayed in prior quarters due to the new EFAST requirements.

Page 28

The September 30, 2010 and 2009 selling, general and administrative expenses consisted of the following:

	(Unaudited)		(Unaudited)
	Three Months Ended		Three Months Ended		$ Change 2010
	September 30, 2010		September 30, 2009		to 2009

Selling, general and administrative expenses:
Salaries and related payroll costs	$	6,279,110	$	6,089,853	$	189,257
Rent and utilities		801,824		827,176		(25,352	)
Professional fees		592,313		539,480		52,833
Office expenses		467,405		474,294		(6,889	)
Insurance expense		474,189		481,743		(7,554	)
Computer related expense		193,496		172,667		20,829
Bad debt expense		100,343		12,154		88,189
Travel and entertainment		134,582		100,518		34,064
Commission expense		85,249		52,961		32,288
Miscellaneous other expenses		192,240		259,960		(67,720	)
Total selling, general and administrative expenses	$	9,320,751	$	9,010,806	$	309,945

As a percentage of revenue, selling, general and administrative expenses decreased to 66.6% for the three months ended September 30, 2010 as compared to 81.8% for the three months ended September 30, 2009.

Depreciation and amortization for the three months ended September 30, 2010 decreased $430,931 to $1,416,791 over the prior year's comparable three month period primarily due to intangible assets from prior years’ acquisitions becoming fully amortized. As a percentage of revenue, depreciation and amortization decreased to 10.1% for the three months ended September 30, 2010 as compared to 16.8% for the three months ended September 30, 2009.

Stock-based compensation for the three months ended September 30, 2010 decreased $119,536 to $2,815 over the prior year's comparable three month period due primarily to 800,000 stock options issued in 2007 to the Chief Executive Officer as part of his November 30, 2007 employment agreement which were still vesting and thus being expensed through third quarter 2009, as well as, 930,000 stock options, 465,000 of which were expensed immediately upon issuance, were issued in the third quarter of 2009 to various members of management and staff, of which 600,000 were granted to the Chief Executive Officer. As a percentage of revenue, stock based compensation decreased to 0.0% for the three months ended September 30, 2010 as compared to 1.1% for the three months ended September 30, 2009.

Net other expense was $2,502,487 for the three months ended September 30, 2010 as compared to $1,673,721 for the three months ended September 30, 2009. The increase was due primarily to an increase in interest expense of $804,573 and an increase in debt and other restructuring charges of $540,064, offset by an increase in the change of the fair value of the derivative financial instruments of $515,435 and an increase in interest and rental income of $436. The change in the fair value of derivative financial instruments increased as a result of the Woodside Subordinated Senior Lenders agreeing to surrender the Subordinated Senior Warrants and relinquish their rights to the Fee Agreement. Interest expense increased as a result of an increase in amortization of debt discount resulting from the use of the effective interest rate method of amortization, additional borrowings plus an increase in the borrowing rate on the Revolver Line of Credit and additional borrowings on the Subordinated Senior Term Note resulting from the capitalization of interest plus a 3% increase in the borrowing rate on the Subordinated Senior Term Note from failing debt covenants at September 30, 2009. Debt and other restructuring charges increased as a result of fees incurred by the Company for failing debt covenants at September 30, 2009 and the resulting forbearance agreements.

Preferred stock dividends were $467,096 for the three months ended September 30, 2010 as compared to $494,400 for the three months ended September 30, 2009. The decrease was due to a conversion of 8,513 shares of Series D Convertible Preferred Stock into 170,260 shares of common stock during the first quarter of 2010 and a conversion of 137,500 shares of Series C Convertible Preferred Stock into 1,650,000 shares of common stock during the second quarter of 2010.

Liquidity and Capital Resources

Page 29

Through its senior lending arrangements, the Company has access to a Revolving Line of Credit of up to $2.0 million, which was temporarily increased to $2.5 million through December 31, 2009 and further extended through February 28, 2010, to supplement its cash generated from operations. Effective April 26, 2010, the maximum principal amount available under the Revolving Line of Credit was increased to $4.0 million as a result of an amendment to its current senior lending arrangement as discussed further below in the Debt Amendments section of this Management Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”). At September 30, 2010 and December 31, 2009, the Company had $3.2 million and $2.5 million, respectively, of principal outstanding under this arrangement.

The Company’s existing commitments for term notes from senior and subordinated senior lenders are currently exhausted. The Company has amended its current lending arrangements, with its existing lenders, beyond 2010 as discussed in the Debt Amendments section below of this MD&A. In the amendments, the Company has agreed that its senior or subordinated senior lenders may terminate its forbearance agreements if, in the lender’s reasonable judgment, the Company has not made adequate progress toward a reasonably satisfactory recapitalization initiative by July 15, 2010 or any date thereafter through the forbearance period. The senior and subordinated lenders have elected not to terminate their forbearance agreements as of the date of this report. If the Company is not successful in its recapitalization or debt refinancing efforts, it will not have the ability to pay the senior and subordinated senior debt at the end of the forbearance period.

Page 30

Details of the changes in cash flows during the nine month periods ended September 30, 2010 and 2009 are as follows:

	(Unaudited)			(Unaudited)
	Nine Months Ended			Nine Months Ended
	September 30, 2010			September 30, 2009
Cash flows from operating activities:
Net income (loss) before preferred stock dividends	$	(201,508	)	$	1,117,498
Adjustments to reconcile net income (loss) before preferred stock dividends to net cash provided by (used in) operating activities:
Depreciation and amortization		4,519,491			5,605,675
Change in allowance for doubtful accounts		(35,487	)		8,192
Noncash interest		3,569,300			1,370,892
Stock-based compensation		28,449			337,030
Deferred income tax benefit		(1,184,718	)		(1,670,792	)
Change in fair value of derivative financial instruments		(1,712,711	)		(207,587	)
Increase (decrease) in cash attributable to changes in operating assets and liabilities
Accounts receivable		(1,888,809	)		(1,018,963	)
Prepaid expenses and other current assets		(68,517	)		350,494
Accounts payable		210,668			1,113,080
Unearned revenues		(389,657	)		(1,824,889	)
Accrued expenses and other current liabilities		155,672			(646,920	)
Net cash provided by (used in) operating activities		3,002,173			4,533,710

Cash flows from investing activities:
Purchases of property and equipment		(922,836	)		(949,577	)
Acquisition of Alaska Pension Services		(26,259	)		(36,053	)
Acquisition of Lamoriello Entities		-			(50,810	)
Acquisition of National Actuarial Pension Services, Inc.		-			(64,318	)
Acquisition of the assets of Standard Retirement Services		(171,632	)		-
Acquisition of Alan N. Kanter & Associates		(144,200	)		(151,063	)
Acquisition of REPTECH Corp		-			(180,097	)
Acquisition of The Pension Group, Inc.		-			(1,354,680	)
Net cash provided by (used in) investing activities		(1,264,927	)		(2,786,598	)

Cash flows from financing activities:
Proceeds from convertible notes
Proceeds from revolving line of credit and short-term debt		1,156,000			3,043,908
Payments on long-term debt and notes		(1,404,465	)		(3,802,081	)
Payments on revolving line of credit and short-term debt		(500,000	)		(1,075,900	)
Payment of deferred financing costs		(156,000	)		(50,625	)
Net cash provided by (used in) financing activities		(904,465	)		(1,884,698	)

Net increase (decrease) in cash	$	832,781		$	(137,586	)

2010 Cash Flow Analysis – Nine Month Period Ended September 30, 2010

The Company had cash as of September 30, 2010 of $1,107,737, an increase of $832,781 from December 31, 2009.

Net cash provided by operating activities of $3,002,173 was primarily due to non-cash expenses of $5,184,324, an increase in accounts payable of $210,668, and an increase in accrued expenses and other current liabilities of $155,672, offset by a net loss before preferred stock dividends of $201,508, an increase in accounts receivable of $1,888,809, an increase in prepaid expenses of $68,517, and a decrease in unearned revenues of $389,657.

The non-cash items were primarily composed of depreciation and amortization of $4,519,491, noncash interest of $3,569,300, and stock-based compensation of $28,449, offset by a decrease in the allowance for doubtful accounts of $35,487, deferred tax liabilities of $1,184,718, and a decrease in the fair value of derivative financial instruments of $1,712,711.

Net cash of $1,264,927 used in investing activities was due to $315,832 in funds expended relating to the acquisitions of Alan N. Kanter & Associates and the assets of Standard Retirement Services, $26,259 in funds expended in contingency payments for Alaska Pension Services Ltd., and $922,836 used in the purchase of property and equipment.

Page 31

Net cash of $904,465 used in financing activities was due to $1,156,000 in proceeds from short-term debt offset by $1,404,465 in payments of long-term debt, $500,000 in payments of short-term debt and $156,000 in payments of deferred financing charges.

2009 Cash Flow Analysis – Nine Month Period Ended September 30, 2009

The Company had cash as of September 30, 2009 of $274,956, a decrease of $137,586 from December 31, 2008.

Net cash provided by operating activities of $4,533,710 was primarily due to a net income before preferred stock dividends of $1,117,498, non-cash expenses of $5,443,410, a decrease in prepaid expenses of $350,494, and an increase in accounts payable of $1,113,080, offset by an increase in accounts receivable of $1,018,963, a decrease in unearned revenue of $1,824,889, and a decrease in accrued expenses and other current liabilities of $646,920.

The non-cash items were primarily composed of depreciation and amortization of $5,605,675, an increase in the allowance for doubtful accounts of $8,192, noncash interest of $1,370,892, and stock-based compensation of $337,030, offset by deferred tax liabilities of $1,670,792 and a decrease in the fair value of derivative financial instruments of $207,587.

Net cash of $2,786,598 used in investing activities was due to $1,688,316 in funds expended in the acquisitions of Alaska Pension Services Ltd, Alan N. Kanter & Associates, REPTECH Corp., and The Pension Group, Inc., $148,705 in funds expended in contingency payments for the Lamoriello Entities, National Actuarial Pension Services, Inc., and Alaska Pension Services Ltd., and $949,577 used in the purchase of property and equipment.

Net cash of $1,884,698 used in financing activities was due to $3,043,908 in proceeds from short-term debt offset by $3,802,081 in payments of long-term debt, $1,075,900 in payments of short-term debt and $50,625 in payments of deferred financing charges.

Debt Financing Arrangements

Revolving Line of Credit and Senior Term Note

On November 30, 2007, the Company entered into (i) a Revolving Line of Credit and Term Loan Agreement (the "Senior Loan Agreement") with RBS Citizens Bank (“Senior Lender”) and (ii) a Securities Purchase and Loan Agreement (the "Subordinated Senior Agreement") with Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC and Lehman Brothers Commercial Bank (the “Subordinated Senior Lenders”). A principal amount of the proceeds generated from the two financings were used to retire existing debt. Pursuant to the Senior Loan Agreement, the Company entered into a Revolving Line of Credit in the initial amount of $1,000,000 (the "Revolver") and a Term Loan Promissory Note in the initial amount of $8,000,000 (the "Term Loan"). If certain conditions are satisfied, the Company may utilize additional financing under the Revolver up to $1,000,000 (the "Additional Revolver") and additional term loans up to $7,000,000 (the "Additional Term Loan") to fund future acquisitions (the Term Loan and the Additional Term Loan are collectively referred to as the “Senior Term Note”). In 2008, the Company borrowed the remaining $7,000,000 on the Senior Term Note exhausting the availability of funds under the Senior Term Note. The Senior Term Note and the Revolving Line of Credit bear interest at the applicable LIBOR rate of interest. The Senior Term Note and the Revolving Line of Credit were to mature on July 31, 2010; but, were extended under the April 26, 2010 amendment discussed further in the Debt Amendments section below of this MD&A. From closing through November 30, 2008, the Company was required to pay interest accruing on the Senior Term Note and the Revolving Line of Credit on the last day of the applicable LIBOR interest period. Subsequent to November 30, 2008, the Company was required to pay the applicable amount of interest owed on the Senior Term Note and the Revolving Line of Credit as well as a portion of the principal of the Senior Term Note based upon a five year straight line amortization schedule of $250,000 in principal on a monthly basis with the remaining outstanding principal balance to be paid in one lump sum on the date of maturity. Commencing January 1, 2008, the Company is obligated to pay an unused commitment fee on the first business day of each quarter for any amounts not used by the Company under the Additional Term Loan. The unused commitment fee to be paid is equal to one-quarter multiplied by the applicable basis point level, which is contingent upon the Company's ratio of total debt funded to EBITDA. The Senior Lender has a secured lien on all assets of the Company and its subsidiaries. The Company may prepay the Senior Term Note and the Revolving Line of Credit at anytime.

Subordinated Senior Term Note

Page 32

As of September 30, 2010 and December 31, 2009, approximately $14.3 million and $13.0 million, respectively, were outstanding under the Subordinated Senior Agreement.

In connection with the April 26, 2010 amendments, discussed further in the Debt Amendments section below of this MD&A, the Woodside Subordinated Senior Lenders agreed to surrender the Subordinated Senior Warrants and relinquish their rights to the CIP Payment and the Fee Agreement.

Covenant Compliance and Related Debt Amendments

Page 33

Page 34

The tabular presentation sets forth the Company’s most restrictive covenants for the trailing twelve month periods as amended by quarter for 2009 and 2010.

($ in millions)	Amended
	2009										2010
	Q1		Q2		Q3			Q4			Q1			Q2			Q3
Minimum Adjusted EBITDA (1)
Actual	$	8.80	$	9.64	$	8.78	*	$	8.88	**	$	8.52	**	$	5.34	**	$	8.07	**
Covenant	$	8.40	$	9.00	$	9.05		$	10.10		$	10.70		$	11.15		$	11.15

Maximum Leverage Ratio (2)
Actual		3.11		3.05		3.48	*		3.42	**		3.48	**		5.76	**		3.87	**
Covenant		3.25		3.25		3.25			2.75			2.60			2.50			2.50

Minimum Fixed Charge Coverage Ratio (3)
Actual		1.12		1.02		0.95	*		1.16	**		0.32	**		0.17	**		0.28	**
Covenant		1.05		1.00		1.00			1.20			1.25			1.25			1.25

Minimum Interest Coverage Ratio (4)
Actual		3.09		3.27		2.93			2.94			2.70			1.63	**		2.34	**
Covenant		2.25		2.25		2.25			2.50			2.50			2.50			2.50

Maximum Ratio of Total Funded Debt to Net Worth (5)
Actual		1.45		1.21		1.17			1.18			1.15			1.18			1.12
Covenant		2.00		2.00		2.00			2.00			2.00			2.00			2.00

* Reservation of rights issued by the Senior Lender and Subordinated Senior Lenders dated November 13, 2009.

(2) Maximum Leverage Ratio is total funded debt divided by the sum of Minimum Adjusted EBITDA and the trailing twelve months Adjusted EBITDA for acquisitions.

(4) Minimum Interest Coverage Ratio is the quotient of Minimum Adjusted EBITDA divided by the trailing twelve month interest expense.

Page 35

Following is a reconciliation of Minimum Adjusted EBITDA to net loss available to common stockholders:

	Period Ended
	September 30, 2010

Minimum Adjusted EBITDA for the trailing twelve months	$	8,072,612

Depreciation and amortization		(8,948,659	)

Stock based compensation		(124,546	)

Change in fair value of derivative financial instruments		2,291,769

Contractually specific charges to goodwill		178,501

Interest expense		(3,451,409	)

Debt and other restructuring charges		(1,289,236	)

Income tax expenses		(157,294	)

Deferred income tax benefit		1,633,001

Preferred stock dividends		(1,941,999	)

Fourth quarter 2009 net loss available to common stockholders		2,088,153

Net loss available to common stockholders	$	(1,649,107	)

Debt Amendments

Cash Flow Test	Covenant	Range of Results

Cash Receipts	greater than 80%	94.3% - 138.3%

Cash Disbursements	less than 110%	94.5% - 105.9%

Minimum Cash Availability	greater than $500,000	$1.6 million - $2.8 million

Page 36

The Company agreed to pay the Senior Lender an amendment fee (“Amendment Fee”) of $250,000, of which $50,000 was to be paid on the amendment date with the remainder to be paid in $25,000 monthly installments beginning May 31, 2010 and ending December 31, 2010. The Company also agreed to pay the Senior Lender a monthly fee (“Monitoring Fee”) of $2,000 per month throughout the duration of the Forbearance Period and reimburse the Senior Lender for any legal fees in connection with the Senior Loan Amendment. As of September 30, 2010, the Company paid $150,000 of the Amendment Fee and $6,000 in Monitoring Fees.

Page 37

Seller Financing

In connection with the Company’s acquisition strategy, part of the purchase price is paid through seller financed instruments. As of September 30, 2010, total funds due to former owners were $2,484,028, all of which is due in the next twelve months. Seller financed instruments bear interest at 6% to 8% per annum. All seller financed instruments are uncollateralized. Under the terms of the Senior Loan Amendment and the Subordinated Senior Amendment, any subordinated payments, including seller financing, are not to be paid during the forbearance period unless otherwise approved by the Senior Lender and Woodside Subordinated Senior Lenders. The Company amended and restructured certain unpaid seller notes as indicated below. To the extent the Company is unsuccessful in amending the seller financing agreements or meet its obligations therein, the Company could realize negative variances relative to its financial plans in certain subsidiaries, especially new business and client retention, as the holders of the notes are current or former employees and managers of certain operating units.

Page 38

Future Contractual Obligations

The following table shows the Company's present and future contractual obligations as of September 30, 2010:

	(Unaudited)
	September 30, 2010
	Payments due by period
	Total		Less than 1 year		1-3 years		3-5 years		Thereafter

Operating Lease Obligations	$	6,096,100	$	2,005,402	$	2,463,813	$	1,431,046	$	195,839

Employment Contracts	$	1,105,083	$	1,105,083	$	-	$	-	$	-

Revolving Line of Credit	$	3,156,000	$	3,156,000	$	-	$	-	$	-

Short and Long Term Debt	$	28,094,507	$	28,072,054	$	22,453	$	-	$	-

Total Contractual Cash Obligations	$	38,451,690	$	34,338,539	$	2,486,266	$	1,431,046	$	195,839

Page 39

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ significantly from those estimates. The policies below are considered by management to be critical to the understanding of the Company’s condensed consolidated interim financial statements because their application places a significant demand on management’s judgment, with financial reporting results relying on estimation about the effects of matters that are inherently uncertain.

	·	Revenue Recognition
	·	Management's Estimates
	·	Goodwill / Intangible Assets
	·	Share-based Payments

Revenue Recognition

The Company generates revenue primarily from the following sources:

Third party administration – The Company earns fees for the development and implementation of corporate and executive benefit programs, as well as fees for the duration that these programs are administered.

Financial planning and investment advisory fees and securities commissions – The Company receives commissions related to the sale of securities and certain investment-related insurance products as well as fees for offering financial advice through financial intermediaries and related services. These fees are based on a percentage of assets under management and are generally paid quarterly. The Company also charges fees for evaluations of the performance of portfolios.

Insurance commissions - Insurance and annuity commissions paid by insurance companies are paid to the Company for policies sold based on a percentage of the premium that the insurance company charges to the policyholder. First-year commissions are calculated as a percentage of the first twelve months premium on the policy and earned in the year that the policy is originated. In many cases, the Company receives renewal commissions for periods following the first year, if the policy remains in force.

Revenue is recognized only when all of the following are present: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee to the client is fixed or determinable, and collectability is reasonably assured. These criteria are in accordance with GAAP and the Revenue Recognition Topic of FASB ASC.

The Company recognizes revenue from these sources, as follows:

Third party administration:

	·	Persuasive evidence of an arrangement between the Company and its clients exists;
	·	Delivery of a completed product to the client has occurred or the service has been provided to the customer;
	·	The price to the client is fixed and determinable;
	·	Collectability of the sales price is reasonably assured.

Financial planning and investment advisory fees and securities:

	·	As services are rendered;
	·	Contingent commissions are recorded as revenue when earned and determinable and collection is reasonably assured.

Insurance:

	·	The policy application is substantially complete;
	·	The premium is paid;
	·	The insured party is contractually committed to the purchase of the insurance policy.

Management's Estimates

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated interim financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated interim financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities and related disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and the reported amounts for revenues and expenses during the reporting period. On an ongoing basis, management evaluates estimates, including those related to allowances for doubtful accounts, as described above, income taxes, bad debts, and contingencies. We base our estimates on historical data, when available, experience, and on various other assumptions that are believed to be reasonable under the circumstances, the combined results of which form the basis for making judgments approximating the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

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Goodwill and Other Intangible Assets

Goodwill represents the excess of cost over the fair value of net assets of businesses acquired. The Company accounts for goodwill under the guidance of the Intangibles-Goodwill and Other Topic of FASB ASC. Goodwill and other intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment, at least annually, in accordance with this guidance. This guidance also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with the provisions of the Property, Plant, and Equipment Topic of FASB ASC.

In accordance with the Property, Plant, and Equipment Topic of FASB ASC, long-lived assets, such as property and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

No impairment losses have been recognized on goodwill and other intangible assets as of September 30, 2010 and December 31, 2009.

Share Based Payments

The Company complies with the fair value recognition provisions of the Compensation and Equity Topics of FASB ASC. This guidance requires that compensation cost for all stock awards be calculated and recognized over the service period (generally equal to the vesting period). This compensation cost is determined using option pricing models intended to estimate the fair value of the awards at the grant date. An offsetting increase to stockholders' equity is recorded equal to the amount of the compensation expense charge. The fair value of issued stock options and warrants are estimated on the date of grant using the Black-Scholes option-pricing model.

Inflation

While inflation has not had a material effect on our operations in the past, there can be no assurance that we will be able to continue to offset the effects of inflation on the costs of our services through price increases to our clients without experiencing a reduction in the demand for our services; or that inflation will not have an overall effect on the retirement market that would have a material effect on us.

Adoption of New Accounting Pronouncements

New Accounting Pronouncements

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risks

As a “Smaller Reporting Company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this item.

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ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, under the supervision of and with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2010.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2010, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

The Company is from time to time subject to claims and suits arising in the ordinary course of business. Although the ultimate disposition of such proceedings is not presently determinable, management does not believe that the ultimate resolution of these matters will have a material adverse effect on the financial condition, results of operations or cash flows of the Company.

ITEM 1A. Risk Factors

As a “Smaller Reporting Company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this item.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

On January 4, 2010, a holder of 8,513 shares of Series D Convertible Preferred Stock converted such shares into 170,260 shares of common stock.

On June 18, 2010, a holder of 137,500 shares of Series C Convertible Preferred Stock converted such shares into 1,650,000 shares of common stock.

The above issuances were made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and/or Rule 506 promulgated under Regulation D there under. The holders of the above securities are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. (Removed and Reserved)

ITEM 5. Other Information

Execution of a Book of Business Sale

In July 2009, the Company executed a contract to sell the flex administration business to the Total Administrative Services Corporation (“TASC”) which is expected to be closed by the end of 2010. As part of the contract, TASC will pay the Company a percentage of the annual revenues transferred sixty days after closing, a percentage of annual revenues based bonus payment if a target retention level is obtained nine months after closing and a percentage of ongoing revenues beginning thirteen months after closing. This transaction is not material to the financial statements and thus is not necessary to be disclosed separately in the condensed consolidated interim financial statements. In addition, this transaction does not meet the definition of a capital transaction as defined in the Debt Financing Arrangements section of the MD&A.

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Execution of Amendment to Financial Advisor Agreement

On August 1, 2010, the Company executed Amendment No. 1 to the financial advisor agreement dated March 22, 2010. The terms of the amendment are discussed in the Debt Amendments section of this MD&A.

Execution of Amendment to Seller Notice

Execution of Non-binding Leter of Intent

Page 44

ITEM 6. Exhibits

Exhibit Number		Description
3.1		Articles of Incorporation of the Company, as amended (Incorporated by reference to Form S-18 filed with the Securities and Exchange Commission on October 7, 1985.)

3.2		Amended and Restated Bylaws of the Company (Incorporated by reference to Form 8-K_filed with the Securities and Exchange Commission on April 19, 2005. (File No. 333-124161))

3.3		Certificate of Designation of Preferences, Rights and Limitations of Series B Cumulative Convertible Preferred Stock (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 19, 2005. (File No. 000-51252))

3.4		Certificate of Designation of Preferences, Rights and Limitations of Series C Cumulative Convertible Preferred Stock (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on November 14, 2005. (File No. 000-51252))

3.5		Articles of Amendment to the Articles of Incorporation dated August19, 2004 (Incorporated by reference to Form SB-2 filed with the Securities and Exchange Commission on November 21, 2006. (File No. 333-136790))

3.6		Articles of Amendment to the Articles of Incorporation dated March 2, 2005 (Incorporated by reference to Form SB-2 filed with the Securities and Exchange Commission on November 21, 2006. (File No. 333-136790))

3.7		Articles of Amendment to the Articles of Incorporation dated March 15, 2005 (Incorporated by reference to Form SB-2 filed with the Securities and Exchange Commission on November 21, 2006. (File No. 333-136790))

3.8		Articles of Amendment to the Articles of Incorporation dated March 21, 2005 (Incorporated by reference to Form SB-2 filed with the Securities and Exchange Commission on November 21, 2006. (File No. 333-136790))

3.9		Certificate of Designation of Preferences, Rights and Limitations of Series D Cumulative Convertible Preferred Stock (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 27, 2006. (File No. 002-98138-A))

3.10		Certificate of Designation of Preferences, Rights and Limitations of Series E Cumulative Convertible Preferred Stock (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 26, 2006. (File No. 002-98138-A))

4.1		Securities Purchase Agreement dated March 9, 2005 by and between the Company and Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 15, 2005. (File No. 002-98138-A))

4.2		Secured Convertible Term Note dated March 9, 2005 issued by the Company to Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 15, 2005. (File No. 002-98138-A))

4.3		Secured Convertible Term Note dated March 9, 2005 issued by the Company to Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 15, 2005. (File No. 002-98138-A))

4.4		Common Stock Option dated March 9, 2005 issued by the Company to Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 15, 2005. (File No. 002-98138-A))

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4.5

Master Security Agreement dated March 9, 2005 among Fast Eddie Racing Stables, Inc., Duncan Capital Financial Group, Inc., Pension Administration Services, Inc., Complete Investment Management Inc. of Philadelphia, MD Bluestein, Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 15, 2005. (File No. 002-98138-A))

4.6		Stock Pledge Agreement dated March 9, 2005 among Fast Eddie Racing Stables, Inc., Duncan Capital Financial Group, Inc., Pension Administration Services, Inc., Complete Investment Management Inc. of Philadelphia, MD Bluestein, Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 15, 2005. (File No. 002-98138-A))

4.7		Subsidiary Guaranty dated March 9, 2005 executed by Duncan Capital Group, Inc., Pension Administration Services, Inc., Complete Investment Management Inc. of Philadelphia, MD Bluestein, Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 15, 2005. (File No. 002-98138-A))

4.8		Registration Rights Agreement dated March 9, 2005 by and between Fast Eddie Racing Stables, Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 15, 2005. (File No. 002-98138-A))

4.9		Common Stock Purchase Warrant dated March 9, 2005 issued by Duncan Capital Financial Group, Inc. to Richard E. Stierwalt (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 15, 2005. (File No. 002-98138-A))

4.10		Common Stock Purchase Warrant dated March 9, 2005 issued by Duncan Capital Financial Group, Inc. to Leonard Neuhaus (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 15, 2005. (File No. 002-98138-A))

4.11		Exhibit number was intentionally not used.

4.12		Securities Purchase Agreement dated November 30, 2005 entered by and between National Investment Mangers Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 6, 2005. (File No. 000-51252))

4.13		Securities Purchase Agreement dated November 30, 2005 entered by and between National Investment Mangers Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 6, 2005. (File No. 000-51252))

4.14		Securities Purchase Agreement dated November 30, 2005 entered by and between National Investment Mangers Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 6, 2005. (File No. 000-51252))

4.15		Convertible Promissory Note, dated August 2, 2005, issued by the Company to Stephen H. Rosen. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on August 5, 2005. (File No. 000-51252))

4.16		Convertible Promissory Note, dated August 2, 2005, issued by the Company to Elizabeth Davies. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on August 5, 2005. (File No. 000-51252))

4.17		Common Stock Option, dated August 2, 2005, issued by the Company to Stephen H. Rosen. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on August 5, 2005. (File No. 000-51252))

4.18		Common Stock Option, dated August 2, 2005, issued by the Company to Stephen H. Rosen. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on August 5, 2005. (File No. 000-51252))

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4.19

Form of Subscription Agreement for Series B Cumulative Convertible Preferred Stock (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 20, 2005. (File No. 000-51252))

4.20		Form of Subscription Agreement for Series C Cumulative Convertible Preferred Stock (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 14, 2005. (File No. 000-51252))

4.21		Exhibit number was intentionally not used.

4.22		Securities Purchase Agreement dated May 30, 2006 by and between National Investment Managers Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 5, 2006. (File No. 000-51252))

4.23		Secured Non-Convertible Term Note payable to Laurus Master Fund, Ltd. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 5, 2006. (File No. 000-51252))

4.24		Secured Non-Convertible Term Note payable to Laurus Master Fund, Ltd. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 5, 2006. (File No. 000-51252))

4.25		Registration Rights Agreement dated May 30, 2006 by and between National Investment Managers Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 5, 2006. (File No. 000-51252))

4.26		Letter Agreement dated May 30, 2006 by and between National Investment Managers Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 5, 2006. (File No. 000-51252))

4.27		Amendment dated May 30, 2006 by and between National Investment Managers Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 5, 2006. (File No. 000-51252))

4.28		Agreement dated June 14, 2006 by and between National Investment Managers Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 16, 2006. (File No. 000-51252))

4.29		Common Stock Purchase Warrant dated May 30, 2006 issued to Laurus Master Fund, Ltd. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 16, 2006. (File No .000-51252))

4.30		Letter from Laurus Master Fund, Ltd. to National Investment Managers Inc., dated June 14, 2006 (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 16, 2006. (File No. 000-51252))

4.31		Form of Subscription Agreement for Series D Cumulative Convertible Preferred Stock (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 27, 2006. (File No. 002-98138-A))

4.32		Form of Common Stock Purchase Warrant (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 27, 2006. (File No. 002-98138-A))

4.33		Form of Common Stock Purchase Warrant (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 27, 2006. (File No. 002-98138-A))

4.34		Form of Common Stock Purchase Warrant (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 26, 2006. (File No. 002-98138-A))

Page 47

4.35		Revolving Line of Credit and Term Loan Agreement by and between National Investment Managers Inc. and RBS Citizens, National Association dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.36		Revolving Line of Credit Note issued by National Investment Managers Inc. issued to RBS Citizens, National Association dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.37		Term Promissory Note issued by National Investment Managers Inc. issued to RBS Citizens, National Association dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.38		Stock Pledge Agreement by and between National Investment Managers Inc. and RBS Citizens, National Association dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.39		Security Agreement by and between National Investment Managers Inc. and RBS Citizens, National Association dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.40		Form of Stock Pledge Agreement by and between the subsidiaries of National Investment Managers Inc. and RBS Citizens, National Association dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252)

4.41		Form of Security Agreement by and between the subsidiaries of National Investment Managers Inc. and RBS Citizens, National Association dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.42		Form of Guaranty by and between the subsidiaries of National Investment Managers Inc. and RBS Citizens, National Association dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.43		Securities Purchase and Loan Agreement by and between National Investment Managers Inc. and Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Lehman Brothers Commercial Bank and Woodside Agency Services, LLC, as collateral agent, dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.44		Securities Purchase and Loan Agreement by and between National Investment Managers Inc. and Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Lehman Brothers Commercial Bank and Woodside Agency Services, LLC, as collateral agent, dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.45		Form of Warrant exercisable at $0.50 per share issued by National Investment Managers Inc. to Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, and Lehman Brothers Commercial Bank dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.46		Form of Warrant exercisable at $1.00 per share issued by National Investment Managers Inc. to Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, and Lehman Brothers Commercial Bank dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

Page 48

4.47		Form of Warrant exercisable at $1.50 per share issued by National Investment Managers Inc. to Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, and Lehman Brothers Commercial Bank dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.48		Registration Rights Agreement by and between National Investment Managers Inc. and Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, and Lehman Brothers Commercial Bank dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.49		Contingent Interest Payment Agreement by and between National Investment Managers Inc. and Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, and Lehman Brothers Commercial Bank dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.50		Fee Agreement by and between National Investment Managers Inc. and Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, and Lehman Brothers Commercial Bank dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.51		Securities Pledge Agreement by and between National Investment Managers Inc. and Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, and Lehman Brothers Commercial Bank dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.52		Security Agreement by and between National Investment Managers Inc., its subsidiaries and Woodside Agency Services, LLC dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.53		Guaranty by and between National Investment Managers Inc., its subsidiaries and Woodside Agency Services, LLC dated November 30, 2007 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.54		Securities Purchase Agreement by and between National Investment Managers Inc. and Valens U.S. SPV I, LLC and Valens Offshore SPV I, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

4.55		Amendment No., 1 to Revolving Line of Credit and Term Loan Agreement by and between Citizens RBS, National Association, and National Investment Managers Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on April 8, 2008. (File No. 000-51252))

4.56		Consent and Amendment No. 1 to Securities Purchase and Loan Agreement by and among National Investment Managers Inc., Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Lehman Brothers Commercial Bank and Woodside Agency Services, LLC as collateral agent (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on April 8, 2008. (File No. 000-51252))

4.57		Amendment No., 4 to Revolving Line of Credit and Term Loan Agreement by and between Citizens RBS, National Association, and National Investment Managers Inc. (Incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on August 14, 2008. (File No. 000-51252))

4.58		Amendment No. 4 to Intercreditor and Subordination Agreement by and between RBS Citizens, National Association, and National Investment Managers Inc. (Incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on August 14, 2008. (File No. 000-51252))

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4.59		Letter Agreement entered into by and between National Investment Managers Inc., Woodside Capital Partners V, LLC, Woodside Capital Partners V QP, LLC, Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC and Woodside Agency Services LLC (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on November 7, 2008 (File No. 000-51252))

4.60		Letter Agreement entered into by and between National Investment Managers Inc., Woodside Capital Partners V, LLC, Woodside Capital Partners V QP, LLC, Woodside Capital Partners IV, LLC and Woodside Capital Partners IV QP, LLC (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on November 7, 2008. (File No. 000-51252))

4.61		Stock Transfer Agreement dated November 3, 2008 among IBF Fund Liquidating LLC, National Investment Managers Inc., DCI Master LDC and Duncan Capital Group LLC (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on November 7, 2008. (File No. 000-51252))

4.62		Amendment No. 1 and Allonge to Revolving Line of Credit Note by and between Citizens RBS, National Association, and National Investment Managers Inc. (Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on March 31, 2009. (File No. 000-51252))

4.63		Amendment No. 3 and Allonge to Term Promissory Note by and between Citizens RBS, National Association, and National Investment Managers Inc. (Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on March 31, 2009. (File No. 000-51252))

4.64		Amendment No. 7 to Revolving Line of Credit and Term Loan Agreement by and between Citizens RBS, National Association, and National Investment Managers Inc. (Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on March 31, 2009. (File No. 000-51252))

4.65		Amendment No. 7 to Intercreditor and Subordination Agreement by and between RBS Citizens, National Association, Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Woodside Capital Partners V, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), Woodside Capital Partners V QP, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), and Woodside Agency Services, LLC, as collateral agent and National Investment Managers Inc. (Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on March 31, 2009. (File No. 000-51252))

4.66		Securities Purchase and Loan Agreement by and between National Investment Managers Inc. and Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Woodside Capital Partners V, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), Woodside Capital Partners V QP, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), and Woodside Agency Services, LLC, as collateral agent. (Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on March 31, 2009. (File No. 000-51252))

4.67		Amendment No. 2 and Allonge to Revolving Line of Credit Note by and between RBS Citizens, National Association, and National Investment Managers Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 2, 2009. (File No. 333-160488))

4.68		Amendment No. 9 to Revolving Line of Credit and Term Loan Agreement by and between RBS Citizens, National Association, and National Investment Managers Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 2, 2009. (File No. 333-160488))

4.69		Consent and Amendment No. 8 to Securities Purchase and Loan Agreement by and between Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Woodside Capital Partners V, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), Woodside Capital Partners V QP, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), and Woodside Agency Services, LLC, as collateral agent and National Investment Managers Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 2, 2009. (File No. 333-160488))

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4.70		Reservation of rights by RBS Citizens, National Association (Incorporated by reference to Form 10Q Quarterly Report filed with the Securities and Exchange Commission on November 16, 2009. (File No. 333-160488))

4.71		Reservation of rights by Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Woodside Capital Partners V, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), Woodside Capital Partners V QP, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), and Woodside Agency Services, LLC, as collateral agent (Incorporated by reference to Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 16, 2009. (File No. 333-160488))

4.72		Amendment No. 3 and Allonge to Revolving Line of Credit Note and Amendment No. 10 to Revolving Line of Credit and Term Loan Agreement by and between RBS Citizens, National Association, and National Investment Managers Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 17, 2009. (File No. 333-160488))

4.73		2005 Stock Option Plan (Incorporated by reference to Form S-8 filed with the Securities and Exchange Commission on July 9, 2009. (File No. 333-160488))

4.74		Short-Term Working Capital Loan by and between Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Woodside Capital Partners V, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), Woodside Capital Partners V QP, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), and Woodside Agency Services, LLC, as collateral agent and National Investment Managers Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on April 16, 2010. (File No. 333-160488))

4.75		Amendment No. 11 to Revolving Line of Credit and Term Loan Agreement by and between RBS Citizens, National Association, and National Investment Managers Inc. (Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on April 30, 2010. (File No. 333-160488))
4.76		Amendment No. 4 and Allonge to Revolving Line of Credit Note by and between RBS Citizens, National Association, and National Investment Managers Inc. (Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on April 30, 2010. (File No. 333-160488))
4.77		Amendment No. 4 and Allonge to Term Promissory Note by and between RBS Citizens, National Association, and National Investment Managers Inc. (Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on April 30, 2010. (File No. 333-160488))
4.78		Amendment No. 8 to Securities Purchase and Loan Agreement by and between Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Woodside Capital Partners V, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), Woodside Capital Partners V QP, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), and Woodside Agency Services, LLC, as collateral agent and National Investment Managers Inc. (Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on April 30, 2010. (File No. 333-160488))

4.79		Amendment to Intercreditor and Subordination Agreement by and between RBS Citizens, National Association, Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Woodside Capital Partners V, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), Woodside Capital Partners V QP, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), and Woodside Agency Services, LLC, as collateral agent and National Investment Managers Inc. (Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on April 30, 2010. (File No. 333-160488))

Page 51

4.80		Side Letter Fee Arrangement by and between Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Woodside Capital Partners V, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), Woodside Capital Partners V QP, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), and Woodside Agency Services, LLC, as collateral agent and National Investment Managers Inc. (Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on April 30, 2010. (File No. 333-160488))

4.81		Side Letter Repayment of Short-Term Working Capital and Participation Arrangement by and between RBS Citizens, National Association, Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Woodside Capital Partners V, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), Woodside Capital Partners V QP, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), and Woodside Agency Services, LLC, as collateral agent and National Investment Managers Inc. (Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on April 30, 2010. (File No. 333-160488))

4.82		Termination Agreement by and between Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Woodside Capital Partners V, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), Woodside Capital Partners V QP, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), and Woodside Agency Services, LLC, as collateral agent and National Investment Managers Inc. (Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on April 30, 2010. (File No. 333-160488))

4.83		Amendment No. 9 to Securities Purchase and Loan Agreement by and between Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Woodside Capital Partners V, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), Woodside Capital Partners V QP, LLC as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), and Woodside Agency Services, LLC, as collateral agent and National Investment Managers Inc. (Incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on August 13, 2010. (File No. 000-51252))

10.1		Agreement and Plan of Reorganization, dated as of February 18, 2005 by and among Fast Eddie Racing Stables, Inc, Glenn A. Little, Duncan Capital Financial Group, Inc. and FERS Acquisition Corp. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on February 23, 2005. (File No. 002-98138-A))

10.2		Employment Agreement, dated as of December 23, 2004, between Duncan Capital Financial Group, Inc. and Richard E. Stierwalt. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 15, 2005. (File No. 002-98138-A))

10.3		Employment Agreement, dated as of January 1, 2005, between Duncan Capital Financial Group, Inc. and Leonard Neuhaus. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 15, 2005. (File No. 002-98138-A))

10.4		12% Senior Secured Note, dated January 27, 2005, in the original principal amount of $350,000, delivered by Duncan Capital Financial Group, Inc. to CAMOFI Master LDC (formerly known as DCOFI Master LDC) (Incorporated by reference to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on April 19, 2005. (File No.333-124161))

10.5		Securities Purchase Agreement, dated as of January 27, 2005, between Duncan Capital Financial Group, Inc. and CAMOFI Master LDC(Incorporated by reference to Form SB-2 filed with the Securities and Exchange Commission on April 19, 2005. (File No.333-124161))

10.6		Security Agreement, dated as of January 27, 2005, among Duncan Capital Financial Group, Inc., Pension Administration Services, Inc., Complete Investment Management Inc. of Philadelphia, MD Bluestein Inc. and CAMOFI Master LDC. (Incorporated by reference to Form SB-2_filed with the Securities and Exchange Commission on April 19, 2005. (File No.333-124161))

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10.7		Subsidiary Guarantee, dated as of January 27, 2005, among Duncan Capital Financial Group, Inc., Pension Administration Services, Inc., Complete Investment Management Inc. of Philadelphia and MD Bluestein Inc. in favor of CAMOFI Master LDC. (Incorporated by reference to Form SB-2/A_filed with the Securities and Exchange Commission on June 17, 2005. (File No.333-124161))

10.8		12% Senior Secured Note, dated May 4, 2005, in the original principal amount of $150,000, delivered by Duncan Capital Financial Group, Inc. to CAMOFI Master LDC. (Incorporated by reference to Form SB-2/A_filed with the Securities and Exchange Commission on June 17, 2005. (File No. 333-124161))

10.9		Agreement, dated as of June 15, 2005, between the Company and Richard Berman. (Incorporated by reference to Form SB-2/A filed with the Securities and Exchange Commission on June 17, 2005. (File No. 333-124161))

10.10		Asset Purchase Agreement between National Investment Mangers Inc. and American Benefit Resources, Inc. dated November 1, 2005 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on November 4, 2005. (File No. 000-51252))

10.11		A/R Escrow Agreement by and among National Investment Mangers Inc., JP Morgan Chase Bank, N.A. and American Benefit Resources, Inc. dated November 30, 2005 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 6, 2005. (File No. 000-51252)

10.12		Indemnification Escrow Agreement by and among National Investment Mangers Inc., JP Morgan Chase Bank, N.A. and American Benefit Resources, Inc. dated November 30, 2005 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 6, 2005. (File No. 000-51252)

10.13		Registration Rights Agreement between National Investment Mangers Inc., American Benefit Resources, Inc. and Arthur J. Steinberg as manager of IBF Fund Liquidating LLC dated November 30, 2005 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 6, 2005. (File No. 000-51252))

10.14		Stock Purchase Agreement, dated August 2, 2005, among the Company, Stephen H. Rosen Associates, Inc., Stephen H. Rosen and Elizabeth Davies. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on August 5, 2005. (File No. 000-51252))

10.15		Stock Purchase Agreement, dated August 2, 2005, among the Company, Haddon Strategic Alliances, Inc. and John Ermilio. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on August 5, 2005. (File No. 000-51252))

10.16		Employment Agreement, dated as of August 2, 2005, between the Company and Stephen H. Rosen. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on August 5, 2005. (File No. 000-51252))

10.17		Noncompetition Agreement, dated as of August 2, 2005, between the Company and Stephen H. Rosen. (Incorporated by reference to Form 8-Kfiled with the Securities and Exchange Commission on August 5, 2005 (File No.000-51252))

10.18		Noncompetition Agreement, dated as of August 2, 2005, between the Company and John Ermilio. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on August 5, 2005. (File No. 000-51252))

10.19		Agreement and Plan of Merger Dated as of January 4, 2006 by and among Jack C. Holland, Steven R. Eyer, Valley Forge Enterprises, Ltd., VFE Merger Corp. and National Investment Managers Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 12, 2006. (File No. 000-51252))

Page 53

10.20		Employment Agreement dated January 1, 2006 by and between Steven R. Eyer and Valley Forge Enterprises, Ltd (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 12, 2006. (File No. 000-51252))

10.21		Employment Agreement dated January 1, 2006 by and between Jack C. Holland and Valley Forge Enterprises, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 12, 2006. (File No. 000-51252))

10.22		Non-Competition, Non-Disclosure and Non-Solicitation Agreement dated January 1, 2006 by and between Steven R. Eyer and National Investment Managers Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 12, 2006. (File No. 000-51252))

10.23		Non-Competition, Non-Disclosure and Non-Solicitation Agreement dated January 1, 2006 by and between Jack C. Holland and National Investment Managers Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 12, 2006. (File No. 000-51252))

10.24		Employment Agreement dated March 1, 2006 by and between Leonard Neuhaus and the Company (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 6, 2006. (File No. 000-51252)

10.25		Consulting Agreement dated March 1, 2006 by and between Richard Stierwalt and the Company (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 6, 2006. (File No. 000-51252))

10.26		Employment Agreement dated March 2006 by and between Steven Ross and the Company (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 17, 2006. (File No. 000-51252))

10.27		Consulting Agreement dated January 1, 2006 by and between DC Associates LLC and the Company (Incorporated by reference to Form 10-KSB filed with the Securities and Exchange Commission on March 31, 2006. (File No. 000-51252))

10.28		Exhibit number was intentionally not used.

10.29		Exhibit number was intentionally not used.

10.30		Stock Purchase Agreement by and between National Investment Managers Inc., The LAMCO Group, Inc., Lamoriello & Co., Inc., Circle Pension, Inc., Southeastern Pension Services, Inc. and Nicholas J. Lamoriello (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 10, 2006. (File No. 000-51252))

10.31		Stock Option issued to Nicholas J. Lamoriello (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 10, 2006. (File No. 000-51252))

10.32		Escrow Agreement entered by and between National Investment Managers Inc. and The LAMCO Group, Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 10, 2006. (File No. 000-51252))

10.33		Cross Sales Agreement entered between National Investment Managers Inc. and The LAMCO Group, Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 10, 2006. (File No. 000-51252))

10.34		Technology Agreement entered between National Investment Managers Inc. and The LAMCO Group, Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 10, 2006. (File No. 000-51252))

10.35		Management entered between National Investment Managers Inc., Nicholas J. Lamoriello and Stephen R. Zito (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 10, 2006. (File No. 000-51252))

Page 54

10.36		Non-Competition, Non-Disclosure and Non-Solicitation Agreement between National Investment Managers Inc., Nicholas J. Lamoriello and The LAMCO Group, Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 10, 2006. (File No. 000-51252))

10.37		Joinder Agreement between Laurus Master Fund, Ltd., Lamoriello & Co. Inc., Circle Pension, Inc., and Southeastern Pension Services, Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 10, 2006. (File No. 000-51252))

10.38		Employment Agreement dated October 24, 2006 by and between Steven Ross and the Company. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 26, 2006. (File No. 000-51252))

10.39		Stock Purchase Agreement by and between National Investment Managers Inc., National Actuarial Pension Services, Inc., Charles McLeod and Mary H. McLeod (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2006. (File No. 000-51252))

10.40		Promissory Note issued by National Investment Managers Inc. to Charles McLeod and Mary H. McLeod (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2006. (File No. 000-51252))

10.41		Promissory Note issued by National Investment Managers Inc. to Charles McLeod and Mary H. McLeod (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2006. (File No. 000-51252)

10.42		Promissory Note issued by National Investment Managers Inc. to Charles McLeod and Mary H. McLeod (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2006. (File No. 000-51252))

10.43		Employment Agreement entered between National Investment Managers Inc. and Mary McLeod (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2006. (File No. 000-51252))

10.44		Non-Competition, Non-Disclosure and Non-Solicitation Agreement between National Investment Managers Inc. and Charles McLeod and Mary H. McLeod. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2006. (File No. 000-51252))

10.45		Joinder Agreement between Laurus Master Fund, Ltd. and National Actuarial Pension Services, Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2006. (File No. 000-51252))

10.46		Joinder Agreement between Laurus Master Fund, Ltd. and National Actuarial Pension Services, Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2006. (File No. 000-51252))

10.47		Agreement between National Investment Managers Inc. and Duncan Capital Group LLC, a Delaware limited liability company and DCI Master LDC. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 22, 2006. (File No. 000-51252))

10.48		Stock Purchase Agreement by and between National Investment Managers Inc., Benefit Dynamics, Inc., Jo Ann Massanova and Carmen Laverghetta (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 4, 2007. (File No. 000-51252))

10.49		Form of Promissory Note issued by National Investment Managers Inc. payable March 2, 2008 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 4, 2007. (File No. 000-51252))

10.50		Form of Promissory Note issued by National Investment Managers Inc. payable March 2, 2009 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 4, 2007. (File No. 000-51252))

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10.51		Employment Agreement entered between Benefit Dynamics, Inc. and Jo Ann Massanova (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 4, 2007. (File No. 000-51252))

10.52		Employment Agreement entered between Benefit Dynamics, Inc. and Carmen Laverghetta (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 4, 2007. (File No. 000-51252))

10.53		Non-Competition, Non-Disclosure and Non-Solicitation Agreement between National Investment Managers Inc. and Jo Ann Massanova (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 4, 2007. (File No. 000-51252))

10.54		Non-Competition, Non-Disclosure and Non-Solicitation Agreement between National Investment Managers Inc. and Jo Ann Massanova (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 4, 2007. (File No. 000-51252))

10.55		Joinder Agreement between Laurus Master Fund, Ltd. and Benefit Dynamics, Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 4, 2007. (File No. 000-51252))

10.56		Stock Option Agreement entered by and between the Company and Jo Ann Massanova (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 4, 2007. (File No. 000-51252))

10.57		Stock Purchase Agreement by and between National Investment Managers Inc., Renee J. Conner, William Renninger and The Pension Alliance, Inc. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 6, 2007. (File No. 000-51252))

10.58		Promissory Note issued by National Investment Managers Inc. to Renee J. Conner due April 28, 2008 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 6, 2007. (File No. 000-51252))

10.59		Promissory Note issued by National Investment Managers Inc. to William Renninger due April 28, 2008 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 6, 2007. (File No. 000-51252))

10.60		Promissory Note issued by National Investment Managers Inc. to Renee J. Conner due April 28, 2009 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 6, 2007. (File No. 000-51252))

10.61		Promissory Note issued by National Investment Managers Inc. to Renee J. Conner due April 28, 2009 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 6, 2007. (File No. 000-51252))

10.62		Employment Agreement entered between National Investment Managers Inc. and Renee J. Conner (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 6, 2007. (File No. 000-51252))

10.63		Non-Competition, Non-Disclosure and Non-Solicitation Agreement between National Investment Managers Inc. and Charles McLeod and Mary H. McLeod. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 6, 2007. (File No. 000-51252))

10.64		Non-Competition, Non-Disclosure and Non-Solicitation Agreement between National Investment Managers Inc. and Charles McLeod and Mary H. McLeod. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 6, 2007. (File No.000-51252))

10.65		Stock Purchase Agreement by and between National Investment Managers Inc., Pentec, Inc., Pentec Capital Management, Inc. and Michael E. Callahan (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 6, 2007. (File No. 000-51252))

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10.66		Promissory Note issued by National Investment Managers Inc. to Michael E. Callahan (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 6, 2007. (File No. 000-51252))

10.67		Employment Agreement entered between Pentec, Inc., Pentec Capital Management, Inc. and Michael Callahan (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 6, 2007. (File No. 000-51252))

10.68		Non-Competition, Non-Disclosure and Non-Solicitation Agreement between National Investment Managers Inc. and Michael Callahan (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 6, 2007. (File No. 000-51252))

10.69		Addendum to Employment Agreement by and between the Company and Steven J. Ross (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 29, 2007. (File No. 000-51252))

10.70		Addendum to Employment Agreement by and between the Company and Leonard Neuhaus (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 29, 2007. (File No. 000-51252))

10.71		Employment Agreement by and between the Company and John Davis (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 29, 2007. (File No. 000-51252))

10.72		Second Omnibus Amendment and Waiver, dated as of May 2, 2007, by and between National Investment Managers, Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on May 7, 2007. (File No. 000-51252))

10.73		Second Omnibus Amendment and Waiver, dated as of May 2, 2007, by and between National Investment Managers, Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on May 7, 2007. (File No. 000-51252))

10.74		Second Omnibus Amendment and Waiver, dated as of May 2, 2007, by and between National Investment Managers, Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on May 7, 2007. (File No. 000-51252))

10.75		Employment Agreement entered by and between the Company and Steven J. Ross dated November 30, 2007 (Incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on August 13, 2010. (File No. 333160488))

10.76		Agreement by and between National Investment Managers Inc. and DC Associates LLC (“DCA”), and Michael Crow (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

10.77		Amendment No. 1 to the Agreement, dated as of November 30, 2007 by and among National Investment Managers Inc. Duncan Capital Group LLC and DCI Master LDC (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 4, 2007. (File No. 000-51252))

10.78		Stock Purchase Agreement among National Investment Managers Inc., California Investment Annuity Sales, Inc., Richard L. Kaplan and Hana E. Kaplan Inter Vivos Trust Agreement dated 1/29/97 as amended and restated 1/10/03 and Anthony Delfino dated April 3, 2008 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on April 8, 2008. (File No. 000-51252))

10.79		Employment Agreement by and between Richard L. Kaplan and VEBA Administrators, Inc. dated April 3, 2008 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on April 8, 2008. (File No. 000-51252))

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10.80		Consulting Agreement by and between Anthony S. Delfino and VEBA Administrators, Inc. dated April 3, 2008 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on April 8, 2008. (File No. 000-51252))

10.81		Non-Disclosure and Non-Solicitation Agreement by and between Anthony S. Delfino and National Investment Managers Inc. dated April 3, 2008 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on April 8, 2008. (File No. 000-51252))

10.82		Non-Disclosure and Non-Solicitation Agreement by and between Richard Kaplan and National Investment Managers Inc. dated April 3, 2008 (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on April 8, 2008. (File No. 000-51252))

10.83		Promissory Note payable to Anthony S. Delfino (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on April 8, 2008. (File No. 000-51252))

10.84		Promissory Note payable to Richard Kaplan (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on April 8, 2008. (File No. 000-51252))

10.85		Settlement Agreement and Release by and between Renee J. Conner, William E. Renninger and National Investment Managers Inc. dated May 15, 2008. (Incorporated by reference to the Form 10-Q filed with the Securities and Exchange Commission on May 15, 2008. (File No. 000-51252))
10.86		Promissory Note issued by National Investment Managers, Inc. to Renee J. Conner and William E. Renninger due April 30, 2009 (Incorporated by reference to the Form 10-Q filed with the Securities and Exchange Commission on May 15, 2008. (File No. 000-51252))

10.87		Promissory Note issued by National Investment Managers, Inc. to Renee J. Conner and William E. Renninger due October 31, 2009 (Incorporated by reference to the Form 10-Q filed with the Securities and Exchange Commission on May 15, 2008. (File No. 000-51252))

10.88		Addendum to the Employment Agreement by and between National Investment Managers Inc. and John M. Davis (Incorporated by reference to the Form 10-Q filed with the Securities and Exchange Commission on August 14, 2008. (File No. 000-51252))

10.89		Agreement by and between National Investment Managers Inc. and Richard Berman (Incorporated by reference to the Form 10-Q filed with the Securities and Exchange Commission on November 14, 2008. (File No. 000-51252))

10.90		Stock Purchase Agreement by and among National Investment Managers, Pension Technical Services, Inc., Ralph W. Shaw and Eileen A. Baldwin-Shaw (Incorporated by reference to Form 8-K filled with the Securities and Exchange Commission on October 6, 2008. (File No. 000-51252))

10.91		Promissory Note issued to Ralph W. Shaw and Eileen A. Baldwin-Shaw due December 2009 (Incorporated by reference to Form 8-K filled with the Securities and Exchange Commission on October 6, 2008. (File No. 000-51252))

10.92		Promissory Note issued to Ralph W. Shaw and Eileen A. Baldwin-Shaw due December 2010 (Incorporated by reference to Form 8-K filled with the Securities and Exchange Commission on October 6, 2008. (File No. 000-51252))

10.93		Employment Agreement entered by and between Pension Technical Services, Inc. and Ralph W. Shaw (Incorporated by reference to Form 8-K filled with the Securities and Exchange Commission on October 6, 2008. (File No. 000-51252))

10.94		Employment Agreement entered by and between Pension Technical Services, Inc. and Eileen A. Baldwin-Shaw (Incorporated by reference to Form 8-K filled with the Securities and Exchange Commission on October 6, 2008. (File No. 000-51252))

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10.95		Stock Purchase Agreement by and among National Investment Managers, Peter R. Stephan, individually and as Trustee of The Stephan Family Trust Dated August 2, 1993, James R. Norman, Jr., individually and as Trustee of The Norman Living Trust Dated December 7, 2005, Rise Spiegel, individually and as Trustee of The Rise Norris Spiegel Trust Dated November 16, 2005 and the Pension Group, Inc. (Incorporated by reference to Form 8-K/A filed with the Securities and Exchange Commission on December 3, 2008. (File No. 000-51252))

10.96		Promissory Note issued to Peter R. Stephan, James R. Norman, Jr. and Rise Spiegel due January 2010 (Incorporated by reference to Forms 8-K and 8-K/A filed with the Securities and Exchange Commission on December 1, 2008 and December 3, 2008, respectively. (File No. 000-51252))

10.97		Promissory Note issued to Peter R. Stephan, James R. Norman, Jr. and Rise Spiegel due January 2011 (Incorporated by reference to Forms 8-K and 8-K/A filed with the Securities and Exchange Commission on December 1, 2008 and December 3, 2008, respectively. (File No. 000-51252))

10.98		Employment Agreement entered by and between The Pension Group, Inc. and Peter R. Stephan (Incorporated by reference to Forms 8-K and 8-K/A filed with the Securities and Exchange Commission on December 1, 2008 and December 3, 2008, respectively. (File No. 000-51252))

10.99		Employment Agreement entered by and between The Pension Group, Inc. and James R. Norman, Jr. (Incorporated by reference to Forms 8-K and 8-K/A filed with the Securities and Exchange Commission on December 1, 2008 and December 3, 2008, respectively. (File No. 000-51252))

10.100		Employment Agreement entered by and between The Pension Group, Inc. and Rise Spiegel. (Incorporated by reference to Forms 8-K and 8-K/A filed with the Securities and Exchange Commission on December 1, 2008 and December 3, 2008, respectively. (File No. 000-51252))

10.101		Promissory Note issued by National Investment Managers, Inc. to Renee J. Conner and William E. Renninger due March 1, 2010. (Incorporated by reference to Form 10K filed with the Securities and Exchange Commission on March 31, 2009. (File No. 000-51252))

10.102		Promissory Note issued by National Investment Managers, Inc. to Renee J. Conner and William E. Renninger due March 1, 2010. (Incorporated by reference to Form 10K filed with the Securities and Exchange Commission on March 31, 2009. (File No. 000-51252))
10.103		Promissory Note issued by National Investment Managers, Inc. to Michael E. Callahan due December 1, 2009. (Incorporated by reference to Form 10K filed with the Securities and Exchange Commission on March 31, 2009. (File No. 000-51252))

10.104		Promissory Note issued by National Investment Managers, Inc. to Richard Kaplan due June 15, 2010. (Incorporated by reference to Form 10K filed with the Securities and Exchange Commission on March 31, 2009. (File No. 000-51252))

10.105		Promissory Note issued by National Investment Managers, Inc. to Anthony Delfino due June 15, 2010. (Incorporated by reference to Form 10K filed with the Securities and Exchange Commission on March 31, 2009. (File No. 000-51252))

10.106		Employment Agreement entered by and between the Company and John M. Davis dated April 14, 2009 (Incorporated by reference to the Form 10Q Quarterly Report filed with the Securities and Exchange Commission on May 15, 2009. (File No. 000-51252))

10.107		Employment Agreement entered by and between the Company and Christopher W. Larkin dated April 15, 2009 (Incorporated by reference to the Form 10Q Quarterly Report filed with the Securities and Exchange Commission on May 15, 2009. (File No. 000-51252))

10.108		Amendment No. 1 to Subordinated Promissory Notes by and between National Investment Managers Inc., James R. Norman, Jr., Peter R. Stephan and Rise Norris Spiegel due January 2010 and January 2011. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 2, 2009. (File No. 333-160488))

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10.109		Amendment No. 1 to Promissory Notes by and between National Investment Managers Inc., Ralph W. Shaw and Eileen A. Baldwin-Shaw due December 2009 and December 2010. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 2, 2009. (File No. 333-160488))

10.110		Amendment No. 1 to Promissory Note by and between National Investment Managers Inc. and Richard L. Kaplan due June 15, 2010. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 2, 2009. (File No. 333-160488))

10.111		Amendment No. 1 to Promissory Note by and between National Investment Managers Inc. and Anthony S. Delfino due June 15, 2010. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 2, 2009. (File No. 333-160488))

10.112		Amendment No. 1 to Promissory Note by and between National Investment Managers Inc., Renee J. Conner and William E. Renninger due March 1, 2010. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 2, 2009. (File No. 333-160488))

10.113		Amendment No. 1 to the Employment Agreement entered by and between the Company and Steven J. Ross dated August 12, 2010 (Incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on August 13, 2010. (File No. 333160488))

10.114		Amendment No. 1 to the Employment Agreement entered by and between the Company and John M. Davis dated August 12, 2010 (Incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on August 13, 2010. (File No. 333160488))

10.115		Amendment No. 1 to the Employment Agreement entered by and between the Company and Christopher W. Larkin dated August 12, 2010 (Incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on August 13, 2010. (File No. 333160488))

10.116		Agreement for Services as Lead Director by and between National Investment Managers Inc. and Steven Virany dated August 5, 2010.

10.117		Description of agreement regarding payment of Director's Fees to Jeff Cooke.

21.1		List of subsidiaries of the Company. (Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on March 30, 2009 (File No. 000-51252))
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NATIONAL INVESTMENT MANAGERS INC.

Registrant

Dated: November 15, 2010	/s/ Steven J. Ross
	Steven J. Ross
	Chief Executive Officer

Dated: November 15, 2010	/s/ Christopher W. Larkin
	Christopher W. Larkin
	Chief Financial Officer

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National Investment Managers Inc. - FORM 10-Q - November 15, 2010

Attached files

National Investment Managers Inc. Reports