National Investment Managers Inc.
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v059594_ex10-2.txt
<TEXT>

                                 PROMISSORY NOTE


$350,000                                                      New York, New York
                                                                December 1, 2006

      National  Investment  Managers Inc., a Florida  corporation (the "Maker"),
for value  received,  hereby  promises  to pay to Charles N.  McLeod and Mary H.
McLeod (the  "Holder"),  the principal  sum of Three Hundred and Fifty  Thousand
($350,000)  (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 on February 1, 2008;
provided,  however, the Principal may be adjusted pursuant to Section 2.3 of the
Stock Purchase  Agreement  entered by and between National  Investment  Managers
Inc.,  National  Actuarial  Pension Services,  Inc.,  Charles N. McLeod and Mary
McLeod dated December 1, 2006 (the "Stock  Purchase  Agreement").  Maker further
promises to pay interest on the unpaid  principal  balance hereof at the rate of
six percent (6%) per annum, principal and interest on the outstanding balance to
be paid  annually.  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 New York.

      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 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) of the
Holder notifying the Maker in writing of such default;

      g. Within  thirty (30) days of the  occurrence  of an event  described  in
Section 2.5 of the Stock Purchase Agreement..


                                   Page 1 of 2
<PAGE>

      If  default  is made in the  payment of this Note on the date on which all
principal and accrued interest on the Note shall become due and payable pursuant
to the terms hereof,  whether by scheduled maturity or by acceleration,  and the
same is placed  in the hands of an  attorney  for  collection,  or suit is filed
hereon,  or proceedings  are had in bankruptcy,  probate,  receivership or other
judicial  proceedings for the  establishment  or collection of any amount called
for  hereunder,  or any amount  payable or to be payable  hereunder is collected
through  any such  proceedings,  Maker  agrees to pay to the owner and holder of
this Note a reasonable amount as attorney's or collection fees.

      All rights and remedies available to the Holder pursuant to the provisions
of applicable law and otherwise are  cumulative,  not exclusive and  enforceable
alternatively,  successively and/or concurrently after default by Maker pursuant
to the provisions of this Note.

      This Note may not be changed,  modified or terminated  orally, but only by
an agreement in writing, signed by the party to be charged.

      This Note shall be governed by and construed in  accordance  with the laws
of the State of New York and shall be binding upon the successors,  endorsees or
assigns of the Maker and inure to the  benefit of the  Holder,  its  successors,
endorsees and assigns.

      The Maker hereby  irrevocably  consents to the  jurisdiction of the courts
located  in New York  City,  in the  State of New  York  and the  United  States
District  Court for the  Southern  District of New York in  connection  with any
action or  proceeding  arising out of or  relating to this Note.  If any term or
provision  of this Note shall be held  invalid,  illegal or  unenforceable,  the
validity of all other terms and  provisions  hereof  shall in no way be affected
thereby.

                                       NATIONAL INVESTMENT MANAGERS INC.



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

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</TEXT>
</DOCUMENT>
