AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
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.
Whereas, reference is made to a certain Employment Agreement (“Employment Agreement”) between
Executive and the Company dated November 30, 2007. All capitalized terms used herein and not otherwise
defined herein shall have the meanings as set forth in the Employment Agreement;
Whereas, the Company and Executive are amending the terms of the Employment Agreement;
Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Executive and the Company hereby agree as follows:
1. Amend Section 2 by replacing it in its entirety with the following “The Term of the Agreement shall expire
on March 31, 2011 (the “Stated Termination Date”), unless terminated earlier pursuant to section 11.”
2. Section 5 shall expire as of December 31, 2010 and shall not be effective for the period beginning
January 1, 2011.
3. Amend 11(b) by deleting “without extension as described in Section 2”.
4. Replace section 11(f) in its entirety with the following:
(1) If Executive’s employment is terminated by Company other than for Cause, Executive shall be
entitled to receive payment of his current base salary through the Stated Termination Date and the
targeted bonus compensation pursuant hereto payable for such year and medical and other insurance
benefits through the Stated Termination Date on a basis that is consistent with medical benefits
provided to other employees. Payments under this clause (1) shall preclude any other compensation
to Executive (including, without limitation, any other payment under this Section 11(f)).
(2) In the event a Change in Control occurs on or prior to the Stated Termination Date and provided that
Executive is still