EMPLOYMENT AGREEMENT


      Employment Agreement ("Agreement"),  dated as of February 28, 2007, by and
among Michael E. Callahan,  an individual with an address at 155 Wild Oak Drive,
Southington,  CT 06489 ("Executive"),  Pentec,  Inc., a Connecticut  corporation
with its principal office located at 72 Queen Street,  Southington,  Connecticut
06489 ("Pentec"), and Pentec Capital Management, Inc., a Connecticut corporation
with its principal office located at 72 Queen Street,  Southington,  Connecticut
06489 ("PCM", and collectively with Pentec, the "Company").

                                    RECITALS

      A. Pursuant to that certain Stock Purchase Agreement by and among National
Investment  Managers Inc.  ("NIM"),  Pentec,  PCM, and Michael E. Callahan dated
February  28,  2007  (the  "Purchase  Agreement"),  contemporaneously  with  the
execution of this Agreement, NIM has acquired the Company.

      B. Pursuant to the Purchase Agreement,  NIM has agreed to cause Pentec and
PCM to retain Executive as an employee during the Term (as defined below).

      C.  Executive  desires to be employed by the Company  during the Term, all
upon the terms and conditions set forth herein.

      NOW, THEREFORE, the Company and Executive agree as follows:

1     Engagement;  Duties. Subject to the terms and conditions set forth herein,
      the Company shall employ Executive, and Executive shall serve the Company,
      as Vice  President of PCM and Vice President of Pentec during the Term (as
      defined in Section 2). In such  capacity,  Executive  shall perform duties
      and be assigned  responsibilities  that are substantially similar to those
      performed by the Executive immediately prior to the date hereof and as may
      be assigned to Executive from time to time. During the Term, the Executive
      shall report to the Chief Executive Officer and Chief Operating Officer of
      NIM. During the Term,  Executive shall use Executive's  reasonable efforts
      to promote the interests of the Company,  shall perform Executive's duties
      faithfully and diligently,  consistent  with sound business  practices and
      shall  devote  Executive's  "full  business  time" to the  performance  of
      Executive's  duties for the Company in  accordance  with the terms hereof;
      provided,  however,  that Executive shall be entitled to spend up to 5% of
      his time on other business ventures. For purposes of this Section 1, "full
      business  time"  shall mean an average of forty (40) hours per week during
      the Term (as defined below).

2     Term. Unless this Agreement is terminated  pursuant to Section 5, the term
      of this Agreement ("Term") shall be for a period of two (2) years.

3     Compensation.  As  consideration  for  the  performance  by  Executive  of
      Executive's  obligations  under  this  Agreement,  the  Company  shall pay
      Executive a base salary, commissions and a bonus as follows:


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      (A) During the Term,  the Company shall pay Executive a base salary ("Base
Salary") at the annual rate equal to One Hundred Thousand Dollars ($100,000).

      (B) The Base  Salary  shall be payable in  accordance  with the  Company's
normal  payroll  policy.  The  Company  shall  deduct  from the Base  Salary any
federal, state or local withholding taxes, social security contributions and any
other  amounts  which may be  required to be deducted or withheld by the Company
pursuant to any federal, state or local laws, rules or regulations.

      (C) Executive shall be entitled to commissions ("Commissions") from PCM in
connection  with sales of securities  and  insurance-related  products,  and the
provision of investment advice and consulting services,  performed by the Seller
on behalf of PCM.  These  Commissions  shall be equal to 40% of net  commissions
generated (i.e., net of fees paid to brokers);  provided,  however,  that in the
case of Commissions relating to the Seller's personal account, these Commissions
shall be equal to 100% of net commissions  generated  (i.e., net of fees paid to
brokers).

      (D)  In  the  event  that  Executive  assists  NIM  in  finding  potential
acquisition or strategic  investment  targets,  Executive shall be entitled to a
payment in the  amount of  $20,000  ("Bonus")  upon the  completion  of any such
transaction; provided, however, Executive shall not be entitled to such Bonus in
connection with acquisitions or strategic investment targets that are already in
negotiation on the date hereof, or were introduced by a third party.

4     Reimbursement of Expenses; Fringe Benefits.

      (A) Expenses.  During the Term, the Company shall reimburse  Executive for
ordinary  and  necessary   business   expenses  incurred  by  Executive  in  the
performance of Executive's duties on behalf of the Company;  provided,  however,
that any such  expenses in excess of $250 are  approved in advance in writing by
the Chief Financial Officer of NIM.  Notwithstanding the foregoing,  the Company
shall  reimburse  Executive for any  professional  dues and licensing  fees that
Executive shall be required to maintain.

      (B) Fringe Benefits. During the Term, Executive shall be entitled to those
fringe  benefits and  perquisites  that are provided to other  executives of the
Company  generally,  including  any health or other  insurance,  pension  and/or
retirement,  or  welfare  plan.   Notwithstanding  the  foregoing,  the  parties
acknowledge  and agree that Executive  shall not be entitled to fringe  benefits
and perquisites identified as non-recurring on Exhibit A annexed hereto.

      (C) Vacation.  Executive shall be entitled to four (4) weeks paid vacation
days during each calendar year of the Term,  pro-rated for any partial  calendar
year, at such times as are mutually agreed upon by Executive and NIM.

5     Termination.  The Company may terminate this  Agreement  upon  Executive's
      death,  and may terminate this Agreement at any earlier time at the option
      of the Company due to  Executive's  Disability  (as defined  below) or for
      Cause (as defined  below).  Executive may terminate  this Agreement at any
      time for Good Reason (as defined below).


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      (A) As used in this Agreement:

            (i)  The  term   "Disability"   means  the  inability  of  Executive
substantially to perform Executive's duties and obligations under this Agreement
for ninety (90)  consecutive  days or ninety (90) days in any one hundred eighty
(180)-day period because of any mental or physical incapacity.

            (ii) The term "Cause"  means (A) any act by Executive  that damages,
in any material respect, the reputation,  business or business  relationships of
the Company,  (B) any action by Executive  that  constitutes a fraud against the
Company,  (C) the  conviction  of  Executive  of a  misdemeanor  or felony,  (D)
Executive's  refusal or failure to perform Executive's duties that continues for
a period of ten (10)  business  days after  notice of such refusal or failure is
given by the Company to Executive,  (E) any material breach by Executive of this
Agreement or any other  agreement  between  Executive  and the  Company,  or any
affiliate of the Company,  that continues for a period of ten (10) business days
after  notice of such  breach is given by the Company to  Executive,  or (F) any
failure by Executive to maintain Executive's securities  registrations and other
regulatory licenses and authorizations  (other than insurance licenses in states
other than Connecticut),  including without limitation, any willful violation of
applicable  laws,  rules  or  regulations  by  Executive  that  results  in  the
suspension or revocation of such registrations, licenses or authorizations.

            (iii)  The term  "Good  Reason"  shall  mean (A) the  breach  by the
Company of this Agreement, the Purchase Agreement or any other agreement entered
into in connection with the transactions  contemplated by the Purchase Agreement
(collectively, the "Other Agreements"),  including the failure by the Company to
make payments required to be made to Executive under this Agreement or the Other
Agreements,  and the failure to cure such breach  within  thirty (30) days after
receipt of written  notice  thereof from  Executive,  (B) the  imposition by the
Company of a  requirement  that the  principal  office of the Company from which
Executive will perform  services under this Agreement be located  anywhere other
than in  Connecticut,  New York City or Boston,  unless such  relocation  of the
principal office of the Company is agreed to in writing by the Executive,  (C) a
material  and adverse  change in  Executive's  position  (D) at any time after a
Change in Control, Pentec or PCM is required to include any proprietary products
in its product offerings to customers, and such proprietary products account for
more than ten percent (10%) of the revenues  generated by all product  offerings
or (E) the Company terminates  Executive for Cause and Executive later obtains a
final  non-appealable  decision  from a court of competent  jurisdiction  to the
effect that the Company was not entitled to terminate Executive's employment for
"Cause" at the time of such purported termination.

            (iv) The term  "Termination  Date"  shall  mean the  earlier  of the
expiration  of  this  Agreement  or  the  effective  date  of the  Company's  or
Executive's termination of this Agreement.

            (v) A  "Change  in  Control"  means  any of the  following:  (i) any
"Person" or "group"  (as such terms are  defined in Sections  13(d) and 14(d) of
the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act")) is or
becomes the  "beneficial  owner" (as defined in Rules  13(d)-3 and 13(d)-5 under
the Exchange  Act),  directly or  indirectly,  of 50% or more on a fully diluted


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basis of the then  outstanding  voting  equity  interests  of NIM (other  than a
"Person"  or  "group"  that  beneficially  owns 50% or more of such  outstanding
voting equity interests on the date hereof);  (ii) NIM sells, leases,  transfers
or otherwise  disposes of all or substantially  all of its assets;  or (iii) NIM
merges or consolidates  with or into any other  "Person",  or any other "Person"
merges or  consolidates  with or into NIM,  in each case unless the holders of a
majority of the outstanding  voting equity interests of NIM immediately prior to
such merger or  consolidation  continue  to hold a majority  of the  outstanding
voting equity interests of the resulting or surviving entity.

      (B) Payments to Executive Upon Termination of This Agreement.

            (i)  In  the  event  this  Agreement  is  terminated  prior  to  the
expiration  of the Term by the Company  without  Cause or by Executive  for Good
Reason, the Company shall pay to Executive the amounts set forth in this Section
5(B)(i) within thirty (30) days of the Termination  Date: (a) an amount equal to
Executive's accrued but unpaid Base Salary and earned but unpaid Commissions and
Bonus; (b)  reimbursement  for any reimbursable  business  expenses  incurred in
accordance with this Agreement  prior to the  Termination  Date; (c) Executive's
Base Salary for the remainder of the Term,  payable as and when such Base Salary
otherwise  would have been  payable in  accordance  with the  Company's  payroll
practices;  and (d) any other  amounts or benefits due under this  Agreement and
any benefit  plan,  or program  through the  remainder of the Term in accordance
with the terms of said plan or program, but without duplication.

            (ii)  In  the  event  this  Agreement  is  terminated  prior  to the
expiration of the Term by the Company for Cause or due to  Executive's  death or
Disability,  or by  Executive  without  Good  Reason,  the Company  shall pay to
Executive the amounts set forth in this Section 5(B)(ii): (a) an amount equal to
Executive's accrued but unpaid Base Salary and earned but unpaid Commissions and
Bonus prior to the  Termination  Date; (b)  reimbursement  for any  reimbursable
business  expenses  incurred  in  accordance  with this  Agreement  prior to the
Termination  Date;  and (c) any  other  amounts  or  benefits  due  through  the
Termination  Date under  this  Agreement  and any  benefit  plan,  or program in
accordance with the terms of said plan or program, but without duplication.

            (iii)  Upon  expiration  of  the  Term,  the  Company  shall  pay to
Executive  the  amounts  set  forth  in  this  Section  5(B)(iii):  (a)  all  of
Executive's accrued but unpaid Base Salary and earned but unpaid Commissions and
Bonus; (b)  reimbursement  for any reimbursable  business  expenses  incurred in
accordance  with this Agreement  prior to the end of the Term; and (c) any other
amounts or benefits due through the end of the Term under this Agreement and any
benefit plan,  or program in accordance  with the terms of said plan or program,
but without duplication.

The Company's  obligations under Sections 5(B)(i),  (ii) and (iii) shall survive
termination of this Agreement.

6     Non-Disclosure; Non-Competition and Non-Solicitation. Reference is made to
      the  Non-Competition,  Non-Solicitation and Non-Disclosure  Agreement,  of
      even date  herewith,  among  NIM,  the  Company  and  Executive,  which is
      incorporated  herein by  reference  and shall  survive the  expiration  or
      termination of this Agreement.


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7     Representation  and  Warranty  of  Executive.   Executive  represents  and
      warrants to the Company that the execution and delivery of this  Agreement
      and the performance of Executive's  obligations  pursuant hereto shall not
      conflict  with  or  result  in a  breach  of any  provisions  of  any  (a)
      agreement, commitment, undertaking,  arrangement or understanding to which
      Executive  is a party  or by  which  Executive  is  bound;  or (b)  order,
      judgment or decree of any court or arbitrator.

8     General Provisions.

      (A) Notices.  All notices and other  communications  under this  Agreement
shall be in  writing  and may be  given  by  personal  delivery,  registered  or
certified  mail,   postage  prepaid,   return  receipt  requested  or  generally
recognized overnight delivery service.  Notices shall be sent to the appropriate
party at that party's  address set forth above or at such other address for that
party as shall be specified by notice given under this Section. All such notices
and  communications  shall be deemed  received  upon (a)  actual  receipt by the
addressee or (b) actual delivery to the appropriate  address.  Copies of notices
hereunder  shall be sent as follows:  If to Executive - to: Michael E. Callahan,
155 Wild Oak Drive, Southington,  Connecticut 06489, e-mail: me2332@aol.com; and
to: Shipman & Goodwin LLP, One Constitution Plaza, Hartford,  Connecticut 06103,
fax no.  860 251 5311,  attention:  Marcus  D.  Wilkinson,  Esq.;  and if to the
Company,  to: National Investment Managers Inc., 420 Lexington Avenue, New York,
NY 10170,  attention:  Chief Financial Officer,  and to: Sichenzia Ross Friedman
Ference LLP, 1065 Avenue of the Americas,  21st Floor, New York, New York 10018,
fax no. 212 930 9725, attention: Gregory Sichenzia, Esq.

      (B)  Assignment.  This  Agreement  shall be binding upon, and inure to the
benefit of, the parties' respective successors, permitted assigns, and heirs and
legal  representatives.  This Agreement may be assigned to, and thereupon  shall
inure to the benefit of, any organization which succeeds to substantially all of
the   business  or  assets  of  the   Company,   whether  by  means  of  merger,
consolidation,  acquisition  of all or  substantially  all of the  assets of the
Company or  otherwise,  including,  without  limitation,  by  operation  of law,
provided,  however,  that  in  the  event  of  any  such  assignment,  equitable
adjustments  shall be made to any financial  criteria or targets  required to be
met by Executive.  This Agreement is a personal services contract and may not be
assigned by Executive nor may the duties of Executive  hereunder be delegated by
Executive to any other person.

      (C) Severability.  If any provision of this Agreement,  or the application
of any provision to any person or  circumstance,  shall for any reason or to any
extent be invalid or  unenforceable,  the  remainder of this  Agreement  and the
application  of that  provision to other persons or  circumstances  shall not be
affected, but shall be enforced to the full extent permitted by law.

      (D) No Waiver.  The failure of a party to insist upon strict  adherence to
any term of this  Agreement on any occasion  shall not be considered a waiver or
deprive that party of the right  thereafter  to insist upon strict  adherence to
that term or any other term of this Agreement. Any waiver must be in writing.


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      (E) Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New York applicable to agreements made
and to be performed in that state,  without  regard to any of its  principles of
conflicts of laws or other laws that would result in the application of the laws
of another  jurisdiction.  This  Agreement  shall be construed  and  interpreted
without regard to any presumption against the party causing this Agreement to be
drafted.  Each of the parties hereby  unconditionally and irrevocably waives the
right to a trial by jury in any  action,  suit or  proceeding  arising out of or
relating to this Agreement or the transactions  contemplated hereby. Each of the
parties  unconditionally and irrevocably consents to the exclusive  jurisdiction
of the courts of the State of New York located in the County of New York and the
Federal  court in the  Southern  District of New York with  respect to any suit,
action  or  proceeding  arising  out of or  relating  to this  Agreement  or the
transactions contemplated hereby, and each of the parties hereby unconditionally
and irrevocably waives any objection to venue in any such court.

      (F) Counterparts.  This Agreement may be executed in counterparts, each of
which  shall  be  considered  an  original,  but each of  which  together  shall
constitute the same  instrument.  In addition,  the parties may execute multiple
original  copies  of this  Agreement,  each of  which  shall  be  considered  an
original, but all of which shall be considered the same Agreement.

      (G) Entire  Agreement;  Amendment.  This  Agreement  contains the complete
statement  of all the  arrangements  between  the  parties  with  respect to its
subject  matter,  supersedes all prior  agreements  between them with respect to
that subject matter,  and may not be changed or terminated orally. Any amendment
or modification must be in writing and signed by the party to be charged.

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      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first set forth above.


                                            PENTEC, INC.


                                            By: /s/ Michael E. Callahan
                                            Name:  Michael E. Callahan
                                            Title: President


                                            PENTEC CAPITAL MANAGEMENT, INC.


                                            By: /s/ Michael E. Callahan
                                            Name:  Michael E. Callahan
                                            Title: President


                                            EXECUTIVE:


                                            /s/ Michael  E. Callahan
                                            Michael E. Callahan


                [SIGNATURE PAGE - CALLAHAN EMPLOYMENT AGREEMENT]


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                                    EXHIBIT A

                          Non-Recurring Fringe Benefits

Auto reimbursement in excess of IRS mileage rate
Cell phones for wives
Reimbursement of Personal Disability Coverage
Reimbursement of Personal Long Term Care Insurance
Club Dues
Key Man
Insurance
Exotic Travel


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