EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT


Employment Agreement, dated as of December 1, 2006, by and between MARY H.
McLEOD, an individual with an address at 1819 Pitts Road, Richmond, Texas 77469
("Executive"), and National Actuarial Pension Services, Inc., a Texas
corporation with its principal office located at 10777 Westheimer, Suite 220,
Houston, Texas 77042 (the "Company").


RECITALS

A. Pursuant to that certain Stock Purchase Agreement, dated as of December
1, 2006 (the "Purchase Agreement"), by and among, the Company, National
Investment Managers Inc. ("NIM") and Charles N. McLeod ("C. McLeod") and Mary H.
McLeod ("M. McLeod" and collectively with C. McLeod, the "Sellers"),
contemporaneously with the execution of this Agreement, NIM acquired Sellers'
equity interest in the Company.

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
Assistant Treasurer 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 him 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 his reasonable
efforts to promote the interests of the Company, shall perform his duties
faithfully and diligently, consistent with sound business practices and shall
devote his "full business time" to the performance of his duties for the Company
in accordance with the terms hereof. For purposes of this Section 1, "full
business time" shall mean an average of 37.5 hours per week for the Term as
extended.

2 Term. Unless this Agreement is terminated pursuant to Section 5, the term of
this Agreement ("Term") shall be for a period of one (1) year.

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 Twelve Thousand Five Hundred Dollars
($12,500).

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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 and any
Bonus 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 including but not
limited to automobile expense reimbursement at prevailing IRS mileage rates,
provided, however, that such expenses were incurred in the furtherance of the
Company's business, that Executive presents evidence of such expenses as may be
required under the policies of the Company, and that any such expenses in excess
of $500 are approved in advance in writing.

(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/CE. Executive shall be entitled to 15 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. Executive may
attend continuing education conferences in accordance with Company policy
without loss of compensation, which shall include attendance at Board of
Directors and other committee meetings for American Society of Pension
Professionals and Actuaries and similar organizations.

(D) Sick Leave. Executive shall be entitled to sick leave in accordance
with Company policy.

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). The Executive may terminate this Agreement for Good Reason,
immediately upon written notice from the Executive to the Company.

(A) As used in this Agreement:

(i) The term "Disability" means the inability of Executive
substantially to perform his duties and obligations under this Agreement for
thirty (30) consecutive days or thirty (30) days in any one hundred eighty
(180)-day period because of any mental or physical incapacity.

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(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 his duties that continues for a period
of five (5) days after written 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 five (5) days after written notice of
such breach is given by the Company to Executive, or (F) any failure by the
Executive to maintain his secur