PROMISSORY NOTE

PROMISSORY NOTE

National Investment Managers Inc., a Florida corporation (the "Maker"), for value received, hereby promises to pay to Michael E. Callahan (the "Holder"), or order, the principal sum of Six Hundred Thousand ($600,000) (the “Principal”) Dollars in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, which shall be payable in six equal principal monthly installments of One Hundred Thousand Dollars ($100,000) each, plus accrued interest, beginning on (i) July 1, 2009 and ending (ii) December 1, 2009.  Maker further promises to pay interest, calculated from March 1, 2009, on the unpaid principal balance hereof at the rate of eight (8%) per annum.  Interest shall be calculated on the basis of a 360 day year and actual days elapsed.  In no event shall the interest charged hereunder exceed the maximum permitted under the laws of the State of Ohio.

This Note is executed as replacement note, superseding and terminating, the prior note between the parties dated February 28, 2007.  Interest accrued on the February 28, 2007 note shall be paid to the Holder within fifteen (15) business days after the effective date of this Promissory Note.  Maker acknowledges that the terms of Section 2.3 of the Stock Purchase Agreement, dated February 28, 2007, among the Maker, the Holder, Pentec, Inc. and Pentec Capital Management, Inc., shall not apply to this Note.

This Note can be prepaid in whole or in part at any time without the consent of the Holder provided that Maker shall pay all accrued interest on the principal so prepaid to date of such prepayment.

The entire unpaid principal balance of this Note and interest accrued with respect thereto shall be immediately due and payable upon the occurrence of any of the following (each, an "Event of Default"):

a. Application for, or consent to, the appointment of a receiver, trustee or liquidator for Maker or of its property;

b. Admission in writing of the Maker's inability to pay its debts as they mature;

c. General assignment by the Maker for the benefit of creditors;

d. Filing by the Maker of a voluntary petition in bankruptcy or a petition or an answer seeking reorganization, or an arrangement with creditors;

e. Entering against the Maker of a court order approving a petition filed against it under the federal bankruptcy laws, which order shall not have been vacated or set aside or otherwise terminated within sixty (60) days; or

f.    Default in the payment of the principal or accrued interest on this Note, when and as the same shall become due and payable, whether by acceleration or otherwise, which such default has not been cured within thirty (30) days of the Holder notifying the Maker in writing of such default;

g.   The employment of John M. Davis, President and Chief Operating Officer of Maker  ceases for any reason other than natural acts; or

h.  The Maker experiences a Change in Control (as defined below).  A “Change in Control” means any of the following: (i) any “Person” or “group” (as such terms are defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 50% or more on a fully diluted basis of the then outstanding voting equity interest of the Maker (other than a “Person” or “group” that beneficially owns 50% or more of such outstanding voting equity interests on the date hereof); (ii) the Maker sells, leases, transfers or otherwise disposes of all or substantially all of its assets; or (iii) the Maker mergers or consolidates with or into any other “Person”, or any other “Person” mergers or consolidates with or into the Maker, in each case unless the holders of a majority of the outstanding voting equity interests of the Maker immediately prio