NON-COMPETITION, NON-DISCLOSURE
                                       AND
                           NON-SOLICITATION AGREEMENT

            THIS NON-COMPETITION,  NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT
("Agreement"),  dated as of February  28, 2007 (the  "Effective  Date"),  by and
between  Michael E. Callahan (the  "Seller")  and National  Investment  Managers
Inc., a Florida corporation ("NIM").

                                    RECITALS

      A. Pursuant to that certain Stock Purchase Agreement, dated as of February
__, 2007, by and among NIM, Seller,  Pentec,  Inc. ("Pentec") and Pentec Capital
Management,  Inc.  ("PCM" and  collectively  with Pentec,  the  "Company")  (the
"Purchase  Agreement"),  Pentec and PCM are being  acquired by NIM.  Capitalized
terms not  otherwise  defined  herein shall have the  meanings  ascribed to such
terms in the Purchase Agreement.

      B. Seller has been a principal shareholder, an officer and director of the
Company  for many  years and has  developed  and  received  special,  unique and
extraordinary knowledge, information and goodwill in connection therewith.

      C. It is a condition  precedent to the  consummation  of the  transactions
contemplated by the Purchase  Agreement,  and an inducement to NIM to enter into
the Purchase Agreement and effect the purchase of the Company and its respective
businesses  thereunder and the goodwill  represented  thereby,  that the parties
hereto execute and deliver this Agreement.

      NOW,  THEREFORE,  in consideration of the foregoing premises and for other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

1     Non-Competition;  Non-Solicitation.  Commencing  on the  date  hereof  and
      ending on the last day of the Restricted Period (as defined below), Seller
      covenants  and agrees that Seller will not,  without  NIM's prior  written
      consent,  directly or indirectly,  either on behalf of Seller or on behalf
      of any business venture, as an employee,  consultant,  partner, principal,
      stockholder,  officer, director,  trustee, agent, or otherwise (other than
      on behalf of NIM or its Affiliates):

      (A) be employed by, engage or participate  in the  ownership,  management,
operation or control of, or act in any  advisory,  expert,  consulting  or other
capacity in the Territory (as defined below) for, any entity or individual  that
competes with NIM or its  Affiliates in the areas in which the Company  conducts
its business in the geographical area within Connecticut,  New York, Florida and
Massachusetts (the "Territory");
<PAGE>

      (B)  solicit  or  divert  any  business  or any  customer  from NIM or its
Affiliates or assist any person,  firm,  corporation or other entity in doing so
or attempting to do so;

      (C) cause or seek to cause any person, firm or corporation to refrain from
dealing or doing business with NIM or its Affiliates or assist any person, firm,
corporation or other entity in doing so; or

      (D)  hire,  solicit  or  divert  from NIM or its  Affiliates  any of their
respective  employees,  consultants  or agents who have,  at any time during the
immediately  preceding  one (1) year  period  from the date hereof or during the
Restricted Period, been engaged by NIM or its Affiliates, nor assist any person,
firm, corporation or other entity in doing so.

      As used in this  Agreement,  the term  "Affiliates"  shall mean any entity
controlling,  controlled by or under the common  control of NIM. For the purpose
of this  Agreement,  "control"  shall mean the direct or indirect  ownership  of
fifty (50%) percent or more of the outstanding  shares or other voting rights of
an entity or possession, directly or indirectly, of the power to direct or cause
the direction of management and policies of an entity.

      As used in this Agreement, "Restricted Period" means the period commencing
on the date  hereof and ending  eighteen  (18)  months from the date of Seller's
termination of employment with the Company, or any Affiliate of the Company, for
"Cause" (as such term is defined in Seller's Employment  Agreement,  dated as of
the date hereof,  with the Company (the  "Employment  Agreement")),  or Seller's
resignation  from the Company,  or any  Affiliate of the Company,  without "Good
Reason" (as such term is defined in the Employment  Agreement).  The "Restricted
Period" shall end  immediately  if Seller is  terminated by the Company,  or any
Affiliate  of  the  Company,   without  Cause  or  Seller  dies.  Moreover,  the
"Restricted  Period" shall end immediately in the event that NIM defaults on its
obligations  under the Note (as defined in the Purchase  Agreement) and does not
cure such default within thirty (30) days.

2     Nondisclosure.  Seller  understands  and agrees  that the  business of the
      Company and its Affiliates is based upon specialized work and Confidential
      Information  (as  hereinafter  defined).  Seller agrees that following the
      termination  of Seller's  employment  with NIM or any Affiliate of NIM and
      for all times  thereafter,  Seller shall keep secret all such Confidential
      Information  and that Seller will not,  directly  or  indirectly,  use for
      Seller's  own  benefit  or for the  benefit  of others  nor  Disclose  (as
      hereinafter  defined),  without  the prior  written  consent  of NIM,  any
      Confidential  Information.  At any time upon NIM's  request,  Seller shall
      turn over to NIM all books, notes, memoranda,  manuals, notebooks, records
      and other documents made,  compiled by, delivered to, or in the possession
      or  control  of  Seller   containing   or  concerning   any   Confidential
      Information,  including  all  copies  thereof,  in  any  form  or  format,
      including any computer hard disks,  wherever located,  containing any such
      information,  it being agreed that the same and all information  contained
      therein are at all times the exclusive property of NIM and its Affiliates.

      As used in this Agreement,  the term "Confidential  Information" means any
information or compilation of information  not generally  known to the public or
the industry,  that is proprietary or confidential to NIM, its Affiliates and/or
those doing business with NIM and/or its  Affiliates,  including but not limited
to know-how, process, techniques, methods, plans, specifications, trade secrets,
patents,  copyrights,  supplier lists, customer lists, mailing lists,  financial
information,  business plans and/or  policies,  methods of operation,  sales and
marketing plans and any other information acquired or developed by Seller in the
course of his past,  present and future  dealings  with NIM and its  Affiliates,
which is not available to the public.


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<PAGE>

      "Confidential  Information"  does not  include any  information,  datum or
fact: (a) currently  available to the public as of the date hereof; (b) after it
becomes  available  to the public  other than as a result of a breach  hereof or
other wrongful conduct by Executive; (c) after it becomes available to Executive
on a  non-confidential  basis  from a  source  other  than  the  Company  or its
Affiliates or a person or entity breaching his or its confidentiality  agreement
or other  relationship of confidence with the Company or its Affiliates;  or (d)
developed  independently by Executive without any reference to or use whatsoever
of any Confidential Information of the Company or its Affiliates.

      As used in this Agreement,  the term "Disclose" means to reveal,  deliver,
divulge, disclose, publish, copy, communicate,  show, allow or permit access to,
or otherwise make known or available to any third party, any of the Confidential
Information.

3     Blue  Pencil  Doctrine.  In  the  event  that  the  restrictive  covenants
      contained in Section 1 and/or Section 2 of this  Agreement  shall be found
      by a court of competent  jurisdiction to be unreasonable by reason of such
      restrictive covenants extending for too great a period of time or over too
      great a geographic area or by reason of such  restrictive  covenants being
      too extensive in any other respect,  then such restrictive  covenant shall
      be  deemed  modified  to  the  minimum  extent   necessary  to  make  such
      restrictive covenant reasonable and enforceable under the circumstances.

4     Injunctive Relief. If Seller shall breach or threaten to breach any of the
      provisions  of Section 1 and/or  Section  2, in  addition  to and  without
      limiting  any other  remedies  available  to NIM at law or in equity,  NIM
      shall be  entitled  to seek  immediate  injunctive  relief in any court to
      restrain  any  such  breach  or  threatened  breach  and  to  enforce  the
      provisions  of  Section  1 and/or  Section  2, as the case may be.  Seller
      acknowledges  and agrees that there is no  adequate  remedy at law for any
      such breach or threatened  breach and, in the event that any proceeding is
      brought  seeking  injunctive  relief,  Seller  shall  not use as a defense
      thereto that there is an adequate remedy at law.

5     Reasonableness  of  Covenants.  Seller  acknowledges  and agrees  that the
      restrictive   covenants  contained  in  this  Agreement  are  a  necessary
      inducement to Purchaser  purchasing  Seller's  ownership  interests in the
      Company  and  its  subsidiaries,   and  that  the  scope  (geographic  and
      otherwise) and period of duration of the restrictive  covenants  contained
      in this  Agreement  are both fair and  reasonable  and that the  interests
      sought to be protected by NIM are legitimate  business  interests entitled
      to be protected. Seller further acknowledges and agrees that NIM would not
      have  purchased  Seller's  ownership  interests  in the  Company  and  its
      subsidiaries pursuant to the Purchase Agreement unless Seller entered into
      this Agreement.


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<PAGE>

6     General Provisions.

      (A) Entire Agreement. This Agreement, together with the Purchase Agreement
and any other agreements  contemplated thereby,  contain the entire agreement of
the parties hereto with respect to the subject matter hereof,  and supersede all
prior or contemporaneous  agreements and understandings,  oral or written, among
the parties  hereto and thereto  with respect to the subject  matter  hereof and
thereof.

      (B)  Amendment;  Waiver.  No amendment or waiver of any  provision of this
Agreement  shall be effective  unless the same shall be in writing and signed by
all of the parties and then such waiver  shall only be effective in the specific
instance and for the specific purpose for which it was given.

      (C) Notices.  All notices and other  communications  under this  Agreement
shall be in writing and shall be given in accordance with the notice  provisions
of the Purchase Agreement.

      (D)  Assignment.  This  Agreement  shall be binding  upon and inure to the
benefit  of  the   parties   hereto  and  their   respective   heirs,   personal
representative(s),  successors  and  permitted  assigns.  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 NIM, whether by means
of merger, consolidation,  acquisition of all or substantially all of the assets
of NIM or otherwise, including, without limitation, by operation of law.

      (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  district  court for the  Southern  District of New York  located in the
County 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) Recovery of Attorneys'  Fees and Costs. If any action for breach of or
to enforce the  provisions  of this  Agreement is  commenced,  the court in such
action  shall  award to the  party in  whose  favor a  judgment  is  entered,  a
reasonable  sum as attorneys'  fees and costs.  Such  attorneys'  fees and costs
shall be paid by the non-prevailing party in such action.

      (G)  Headings.  The  headings  to the  paragraphs  of this  Agreement  are
intended for the  convenience of the parties only and shall in no way be held to
explain, modify, amplify or aid in the interpretation of the provisions hereof.

      (H)  Severability.  The  provisions  of this  Agreement  shall  be  deemed
severable  and  if  any  portion  hereof  shall  be  held  invalid,  illegal  or
unenforceable for any reason by a court of competent jurisdiction, the remainder
shall not thereby be invalidated but shall remain in full force and effect.


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<PAGE>

      (I) Counterparts.  This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same agreement.  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.

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<PAGE>

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


                                            NATIONAL INVESTMENT MANAGERS INC.


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


                                            /s/ Michael  E. Callahan
                                            Michael E. Callahan


                       [SIGNATURE PAGE - NON-COMPETITION,
                 NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT]


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