NATIONAL INVESTMENT MANAGERS INC.
                       NONSTATUTORY STOCK OPTION AGREEMENT

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      THIS STOCK OPTION  AGREEMENT  ("Agreement") is made and entered into as of
February 28, 2007, by and between NATIONAL  INVESTMENT  MANAGERS INC., a Florida
corporation (the "Company"), and Renee J. Conner ("Optionee")

      In  consideration  of the covenants  herein set forth,  the parties hereto
agree as follows:

      1. Option Information.

      (a)   Date of Option: February 28, 2007
      (b)   Optionee: Renee J. Conner or permitted assigns
      (c)   Number of Shares: 100,000
      (d)   Exercise Price: $0.62 per share

      2. Acknowledgements.  The Board has authorized the granting to Optionee of
a stock  option  ("Option")  to purchase  shares of common  stock of the Company
("Stock")  upon the terms and conditions  hereinafter  stated and pursuant to an
exemption  from  registration  under the Securities Act of 1933, as amended (the
"Securities Act") provided by Section 4(2) thereunder.

      3. Shares; Price. Company hereby grants to Optionee the right to purchase,
upon and subject to the terms and conditions herein stated, the number of shares
of Stock set forth in Section  1(c) above (the  "Shares")  for cash at the price
per Share set forth in Section 1(d) above (the "Exercise Price").

      4. Term of Option.  This Option shall expire,  and all rights hereunder to
purchase the Shares shall  terminate,  at the earlier of (i) five (5) years from
the date hereof or (ii) three (3) months following the Optionee's termination of
employment with the Company.

      5. Exercise.  This Option shall be exercised by delivery to the Company of
(a) written notice of exercise  stating the number of Shares being purchased (in
whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other  consideration
as has been  approved by the Board of  Directors)  and (c) a written  investment
representation  as provided  for in Section 9 hereof.  This Option  shall not be
assignable or transferable  and shall be exercisable only by Optionee during his
or her lifetime and for a period of three (3) months  following  the  Optionee's
death.

      6.  No  Rights  as  Shareholder.  Optionee  shall  have  no  rights  as  a
shareholder with respect to the Shares covered by any installment of this Option
until the effective  date of issuance of the Shares  following  exercise of this
Option,  and no adjustment  will be made for dividends or other rights for which
the record date is prior to the date such stock  certificate or certificates are
issued.


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      7. Recapitalization. Subject to any required action by the shareholders of
the Company, the number of Shares covered by this Option, and the Exercise Price
thereof,  shall be proportionately  adjusted for any increase or decrease in the
number of issued shares resulting from a subdivision or consolidation of shares.

      If the Company merges with or into, or consolidates  with, another entity,
whether  or  not  the  Company  is  the  surviving  entity  of  such  merger  or
consolidation,  this  Option  thereafter  shall  pertain  to  and  apply  to the
securities  to which a holder  of Shares  equal to the  Shares  subject  to this
Option would have been entitled by reason of such merger or consolidation.

      In the  event  of a change  in the  shares  of the  Company  as  presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same  number of shares of Stock with a par value,  the shares
resulting  from any such  change  shall be deemed to be the  Shares  within  the
meaning of this Option.

      To  the  extent  that  the  foregoing  adjustments  relate  to  shares  or
securities of the Company,  such adjustments  shall be made by the Board,  whose
determination in that respect shall be final, binding and conclusive.  Except as
hereinbefore expressly provided,  Optionee shall have no rights by reason of any
subdivision or  consolidation  of shares of Stock of any class or the payment of
any stock  dividend or any other increase or decrease in the number of shares of
stock of any class,  and the number and price of Shares  subject to this  Option
shall not be  affected  by, and no  adjustments  shall be made by reason of, any
dissolution,  liquidation,  merger,  consolidation  or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.

      The grant of this Option shall not affect in any way the right or power of
the Company to make adjustments,  reclassifications,  reorganizations or changes
in its  capital or  business  structure  or to merge,  consolidate,  dissolve or
liquidate or to sell or transfer all or any part of its business or assets.

      8. Investment Intent; Restrictions on Transfer.

            (a) Optionee  represents and agrees that if Optionee  exercises this
      Option in whole or in part,  Optionee will in each case acquire the Shares
      upon such exercise for the purpose of  investment  and not with a view to,
      or for resale in connection with, any distribution  thereof; and that upon
      such exercise of this Option in whole or in part,  Optionee  shall furnish
      to the Company a written  statement  to such effect,  satisfactory  to the
      Company in form and substance.

            (b) Optionee further  represents that Optionee has had access to the
      financial  statements  or books and  records of the  Company,  has had the
      opportunity  to ask  questions  of the Company  concerning  its  business,
      operations and financial condition,  and to obtain additional  information
      reasonably necessary to verify the accuracy of such information


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            (c)  Unless  and until the  Shares  represented  by this  Option are
      registered  under the Securities Act, all  certificates  representing  the
      Shares and any certificates  subsequently issued in substitution  therefor
      and any certificate for any securities issued pursuant to any stock split,
      share  reclassification,  stock  dividend or other  similar  capital event
      shall bear legends in substantially the following form:

      THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 (THE  'SECURITIES  ACT') OR UNDER THE APPLICABLE OR
      SECURITIES  LAWS OF ANY STATE.  NEITHER THESE  SECURITIES NOR ANY INTEREST
      THEREIN MAY BE SOLD, TRANSFERRED,  PLEDGED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE  OF  REGISTRATION  UNDER  THE  SECURITIES  ACT OR  ANY  APPLICABLE
      SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

and/or  such  other  legend or  legends  as the  Company  and its  counsel  deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

      9. Notices.  Any notice required to be given pursuant to this Option shall
be in writing and shall be deemed to be  delivered  upon receipt or, in the case
of notices by the Company, five (5) days after deposit in the U.S. mail, postage
prepaid, addressed to Optionee at the address last provided by Optionee.

      10.  Applicable Law. This Option has been granted,  executed and delivered
in the  State of New  York,  and the  interpretation  and  enforcement  shall be
governed by the laws thereof and subject to the  exclusive  jurisdiction  of the
courts therein.

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      IN WITNESS WHEREOF, the parties hereto have executed this Option as of the
date first above written.


                           COMPANY:         NATIONAL INVESTMENT MANAGERS INC.,
                                            a Florida corporation


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

                           OPTIONEE:        By:   Renee J. Conner
                                                  ---------------
                                                  (signature)
                                            Name: Renee J. Conner
                                                  ---------------


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                                   Appendix A

                               NOTICE OF EXERCISE

NATIONAL INVESTMENT MANAGERS INC.
______________________
______________________

      Re: Stock Option

      Notice is hereby given pursuant to Section 5 of my Stock Option  Agreement
that I elect to purchase  the number of shares set forth  below at the  exercise
price set forth in my option agreement:

      Stock Option Agreement dated: ____________

      Number of shares being purchased: ____________

      Exercise Price: $____________

      A check in the amount of the aggregate price of the shares being purchased
is attached.

      I hereby  confirm  that such  shares are being  acquired  by me for my own
account  for  investment  purposes,  and not with a view to,  or for  resale  in
connection  with,  any  distribution  thereof.  I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws.  Further, I understand that the exemption from
taxable  income at the time of exercise is dependent  upon my holding such stock
for a period of at least one year from the date of  exercise  and two years from
the date of grant of the Option.

      I understand that the certificate representing the Option Shares will bear
a  restrictive  legend within the  contemplation  of the  Securities  Act and as
required  by such other  state or federal law or  regulation  applicable  to the
issuance or delivery of the Option Shares.


                                            By: ______________________________
                                                        (signature)
                                            Name: ____________________________


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