EMPLOYMENT AGREEMENT

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
i