PROMISSORY NOTE

$320,625                                                      New York, New York
                                                               February 28, 2007

            National  Investment  Managers  Inc.,  a  Florida  corporation  (the
"Maker"),  for value  received,  hereby  promises to pay to RENEE J. CONNER (the
"Holder"), the principal sum of THREE HUNDRED TWENTY THOUSAND SIX HUNDRED TWENTY
FIVE  ($320,625.00)  (the  "Principal")  Dollars in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private  debts,  which shall be payable on April 28, 2008;
provided,  however, the Principal may be adjusted pursuant to Section 2.3 of the
Stock Purchase  Agreement  entered by and between National  Investment  Managers
Inc., The Pension Alliance, Inc., Renee J. Conner and William E. Renninger dated
February 28, 2007 (the  "Purchase  Agreement").  Maker  further  promises to pay
interest on the unpaid principal  balance hereof at the rate of six percent (6%)
per  annum,  principal  and  interest  on the  outstanding  balance  to be  paid
annually. Interest shall be calculated on the basis of a 360 day year and actual
days  elapsed.  In no event  shall the  interest  charged  hereunder  exceed the
maximum permitted under the laws of the State of New York.

            This Note can be prepaid in whole or in part at any time without the
consent of the Holder provided that Maker shall pay all accrued  interest on the
principal so prepaid to date of such prepayment.

            Notwithstanding  anything to the contrary  contained  herein, in the
event the Holder and the Maker submit a dispute  regarding the  determination of
the Adjusted EBITDA (as defined in Section 2.3(a) of the Purchase  Agreement) to
an Independent  Accounting Firm (as defined in the Purchase  Agreement) and such
Independent  Accounting Firm does not issue its report before one of installment
dates set forth  above,  Maker shall not be  required  to make such  installment
payment to Holder until the fifteenth  (15th)  business day after such report is
issued by such Independent Accounting Firm.

            The  entire  unpaid  principal  balance  of this  Note and  interest
accrued  with  respect  thereto  shall be  immediately  due and payable upon the
occurrence of any of the following (each, an "Event of Default"):

            a.  Application  for, or consent to, the  appointment of a receiver,
trustee or liquidator for Maker or of its property;

            b. Admission in writing of the Maker's inability to pay its debts as
they mature;

            c. General assignment by the Maker for the benefit of creditors;

            d. Filing by the Maker of a voluntary  petition in  bankruptcy  or a
petition or an answer seeking reorganization, or an arrangement with creditors;

            e. Entering  against the Maker of a court order approving a petition
filed against it under the federal  bankruptcy  laws, which order shall not have
been vacated or set aside or otherwise terminated within 60 days; or


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            f. Default in the payment of the  principal  or accrued  interest on
this  Note,  when and as the same  shall  become  due and  payable,  whether  by
acceleration  or otherwise,  which such default has not been cured within thirty
(30) days of the Holder notifying the Maker in writing of such default.

            This Note shall be convertible into shares of Common Stock, at $0.62
(the "Conversion Price") at the option of the Holder, in whole or in part at any
time and from time to time,  in lieu of any  payments  to be made in cash  under
this  Note.  The number of shares of Common  Stock  issuable  upon a  conversion
hereunder equals the quotient obtained by dividing (x) the outstanding amount of
this Note to be converted by (y) the Conversion  Price.  The Maker shall deliver
Common Stock  certificates  to the Holder  prior to the fifth (5th)  Trading Day
after a Conversion Date.

            The Holder shall effect  conversions  by delivering to the Obligor a
completed  notice  in the form  attached  hereto  as  Exhibit  A (a  "Conversion
Notice").  The date on which a Conversion Notice is delivered is the "Conversion
Date." Unless the Holder is converting the entire principal  amount  outstanding
under this Note, the Holder is not required to physically surrender this Note to
the Obligor in order to effect conversions. Conversions hereunder shall have the
effect  of  lowering  the  outstanding  principal  amount  of this Note plus all
accrued  and  unpaid  interest  thereon  in an  amount  equal to the  applicable
conversion.  The  Holder  and the  Maker  shall  maintain  records  showing  the
principal amount converted and the date of such conversions. In the event of any
dispute or  discrepancy,  the  records  of the Maker  shall be  controlling  and
determinative in the absence of manifest error.

            For purposes of conversion,  all calculations shall be rounded up to
the nearest $0.001 or whole share.

            All rights and  remedies  available  to the Holder  pursuant  to the
provisions of applicable  law and  otherwise are  cumulative,  not exclusive and
enforceable  alternatively,  successively  and/or  concurrently after default by
Maker pursuant to the provisions of this Note.

            This Note may not be changed,  modified or  terminated  orally,  but
only by an agreement in writing, signed by the party to be charged.

            This Note shall be governed by and construed in accordance  with the
laws of the  State of New  York  and  shall  be  binding  upon  the  successors,
endorsees  or assigns of the Maker and inure to the benefit of the  Holder,  its
successors, endorsees and assigns.

            The Maker hereby  irrevocably  consents to the  jurisdiction  of the
courts  located in New York City, in the State of New York and the United States
District  Court for the  Southern  District of New York in  connection  with any
action or  proceeding  arising out of or  relating to this Note.  If any term or
provision  of this Note shall be held  invalid,  illegal or  unenforceable,  the
validity of all other terms and  provisions  hereof  shall in no way be affected
thereby.

                                            NATIONAL INVESTMENT MANAGERS INC.


                                            By: /s/ Leonard Neuhaus
                                            Name:  Leonard Neuhaus
                                            Title: COO


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                                   EXHIBIT "A"

                              NOTICE OF CONVERSION

           (To be executed by the Holder in order to convert the Note)

TO:

      The undersigned hereby irrevocably elects to convert $_________________ of
the  principal  amount of the above Note into Shares of Common Stock of National
Investment Managers, Inc., according to the conditions stated therein, as of the
Conversion Date written below.

Conversion Date:                    ____________________________________________

Applicable Conversion Price:        ____________________________________________

Signature:                          ____________________________________________

Name:                               ____________________________________________

Address:                            ____________________________________________

Amount to be converted:             $___________________________________________

Amount of Note unconverted:         $___________________________________________

Conversion Price per share:         $___________________________________________

Number of shares of Common Stock
to be issued:                       ____________________________________________

Please issue the shares of Common
Stock in the following name and
to the following address:           ____________________________________________

Issue to:                           ____________________________________________

Authorized Signature:               ____________________________________________

Name:                               ____________________________________________

Title:                              ____________________________________________

Phone Number:                       ____________________________________________

Broker DTC Participant Code:        ____________________________________________

Account Number:                     ____________________________________________


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