EMPLOYMENT AGREEMENT

      Employment Agreement ("Agreement"),  dated as of February 28, 2007, by and
between  Renee J. Conner,  an  individual  with an address at 4744 Mountain View
Road,  Harrisburg,  PA 17110  ("Executive"),  and The Pension Alliance,  Inc., a
Pennsylvania  corporation  with its principal  office located at 2578 Interstate
Drive, Suite 102, Harrisburg, PA 17110 (the "Company").

                                    RECITALS

      A.  Pursuant  to that  certain  Stock  Purchase  Agreement  entered by and
between National Investment Managers Inc. ("NIM"), the Company,  Renee J. Conner
and William E. Renninger  dated  February 28, 2007 (the  "Purchase  Agreement"),
contemporaneously with the execution of this Agreement, the Company was acquired
by NIM.

      B. Pursuant to the Purchase Agreement, NIM has agreed to cause the Company
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  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.  For purposes of this
      Section 1, "full  business time" shall mean an average of forty (40) hours
      per non vacation weeks 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 as follows:

      (A) During the Term,  the Company shall pay Executive a base salary ("Base
Salary") at the annual rate equal to Seventy Five Thousand Dollars ($75,000) for
the  first  year of the Term  and One  Hundred  Seventy  Five  Thousand  Dollars
($175,000) for the second year of the Term.


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      (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.

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 and that any such
expenses  in excess of $250 are  approved  in  advance  in  writing by the Chief
Financial Officer of NIM.

      (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 five (5) 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).

      (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 sixty (60)  consecutive  days or sixty (60) days in any one  hundred  twenty
(120)-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 the Executive to maintain  Executive's  securities  registrations and
other regulatory  licenses and authorizations  (other than insurance licenses in
states  other than  Pennsylvania),  including  without  limitation,  any willful
violation of applicable laws, rules or regulations by the Executive that results
in  the   suspension   or  revocation   of  such   registrations,   licenses  or
authorizations.


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            (iii) The term  "Termination  Date"  shall  mean the  earlier of the
expiration of this Agreement or the effective date of the Company's  termination
of this Agreement as provided in Section 5(A).

      (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,  the Company shall pay to
Executive the amounts set forth in this Section  5(B)(i) within thirty (30) days
of the effective date of termination: (a) an amount equal to Executive's accrued
but  unpaid  Base  Salary  and  earned  but  unpaid  bonus  prior to the date of
termination;  (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 original  employment
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,  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  bonus  prior to the date of  termination;  (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 bonus prior to
the  date  of  termination;  (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,  between  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 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: 4744  Mountain  View
Road,  Harrisburg,  PA 17110,  Facsimile:  717-232-0363 and to: Elyse E. Rogers,
Keefer Wood Allen & Rahal,  LLP, Suite 400, 635 North 12th Street,  Lemoyne,  PA
17043, Facsimile:  717-612-5805 ; 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, both of
which  shall  be  considered  an  original,  but both 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.


                                            THE PENSION ALLIANCE, INC.


                                            By: __________________________
                                            Name:
                                            Title:


                                            ______________________________
                                            Renee J. Conner


                 [SIGNATURE PAGE - CONNER EMPLOYMENT AGREEMENT]


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                                   EXHIBIT A

                          Non-Recurring Fringe Benefits

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


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