0001144204-10-043562 Sample Contracts

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2010 • National Investment Managers Inc. • Investment advice

This Amendment No. 1 to the Employment Agreement (“Amendment”) is by and between Christopher W. Larkin (“Executive”) and National Investment Managers Inc. (the “Company”), effective as of August 12, 2010.

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2010 • National Investment Managers Inc. • Investment advice

This Amendment No. 1 to the Employment Agreement (“Amendment”) is by and between Steven J. Ross (“Executive”) and National Investment Managers Inc. (the “Company”), effective as of August 12, 2010.

AMENDMENT NO. 9 TO SECURITIES PURCHASE AND LOAN AGREEMENT
Securities Purchase and Loan Agreement • August 13th, 2010 • National Investment Managers Inc. • Investment advice • Massachusetts

This Amendment No. 9 to Securities Purchase and Loan Agreement (this “Agreement”) is made as of the 12th day of August, 2010 by and among NATIONAL INVESTMENT MANAGERS INC., a Florida corporation (the “Company”), each of the guarantors identified as such on the signature pages hereto (each a “Guarantor,” and collectively, the “Guarantors”), WOODSIDE CAPITAL PARTNERS IV, LLC (“Woodside IV”), WOODSIDE CAPITAL PARTNERS IV QP, LLC (“Woodside IV QP”), WOODSIDE CAPITAL PARTNERS V, LLC, as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank) (“Woodside V”), WOODSIDE CAPITAL PARTNERS V QP, LLC, as assignee of Woodlands Commercial Bank (f/k/a Lehman Brother Commercial Bank) (“Woodside V QP”, and together with Woodside IV, Woodside IV QP, and Woodside V, the “Holders”) and WOODSIDE AGENCY SERVICES, LLC as collateral agent for the Holders (the “Collateral Agent”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2010 • National Investment Managers Inc. • Investment advice

This Amendment No. 1 to the Employment Agreement (“Amendment”) is by and between John M. Davis (“Executive”) and National Investment Managers Inc. (the “Company”), effective as of August 12, 2010.

EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2010 • National Investment Managers Inc. • Investment advice • California

This Employment Agreement (“Agreement”) is entered on November 30, 2007 (the “Execution Date”) and is effective as of the closing of the Lehman/Woodside financing (“Effective Date”) between National Investment Managers Inc. (“Company”) and Steven J. Ross (“Executive”).

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