Exhibit
10.106

     

    EMPLOYMENT
AGREEMENT

     

    This
Employment Agreement (“Agreement”) is entered into as of April 14, 2009
(“Effective Date”) between National Investment Managers Inc. (“Company”) and
John M. Davis (“Executive”).

     

    RECITALS

     

    Company
wishes to retain Executive as its President and Chief Operating Officer, and
Executive wishes to accept such employment under the terms and conditions set
forth in this Agreement.

     

    IT IS AGREED as
follows:

     

    1.           Employment.  Company
hereby offers Executive employment as its President and Chief Operating
Officer.  Executive accepts such employment.

     

    2.           Term.  The term of
employment under this Agreement shall commence on the Effective Date and shall
continue, unless otherwise terminated earlier under Section 10, until December
31, 2010.  The Term shall be automatically extended for an additional
one (1) year period unless at least thirty (30) days prior to its expiration,
either Company or Executive furnishes the other with written notice that the
Term not be so extended.

     

    3.           Duties.  Executive
shall devote his full-time efforts to the proper and faithful performance of all
duties customarily discharged by a President and Chief Operating Officer,
consistent with Company policies and budgets and directives of Company’s Board
of Directors together with any additional duties assigned to him from time to
time by the Board of Directors.  Executive agrees to use his best
efforts and comply with all fiduciary and professional standards in the
performance of his duties.  Executive shall provide services to any
subsidiary or affiliate of Company without additional compensation and benefits
beyond those set forth in this Agreement.  Notwithstanding the
foregoing, the parties acknowledge and agree that Executive may spend a portion
of his business time as an advisor to the Board of Directors or as a director of
unaffiliated entities.

     

    4.           Base
Salary.  Executive shall be paid a base salary of Three Hundred
Nine Thousand Dollars ($309,000) per annum for the Term payable, less applicable
withholding, in equal monthly payments or more frequently in accordance with
Company’s regular practice.  Upon extension of the Term, Executive’s
base salary will be set by the Compensation Committee of Company; provided,
however, that Executive’s base salary shall not be reduced from the base salary
in effect immediately prior to extension of the Term.

     

    5.           Bonus.  Executive
shall be eligible to receive an incentive bonus during each fiscal year of the
Term.  The bonus shall be targeted at fifty percent (50%) of
Executive’s base salary with the determination of payout based upon the
achievement of performance targets and objectives as established by the
Company’s Board of Directors.  Payouts will be made pro-rata with 50%
of the amount owed to be paid during the 3rd and
4th
quarters of the calendar year (i.e. by 9/30 and by 12/31) of the annual
operating plan based on year-to-date performance results and the remaining 50%
owed to be paid by March 15 of the fiscal contract year based on annual
results.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.           Stock
Options.  Executive to receive a grant of an option to acquire
six-hundred-thousand (600,000) shares of the common stock of National Investment
Managers Inc. at an exercise price per share equal to $0.20.  All
options will be issued on the effective date of this agreement, and options
shall be exercisable through twelve (12) months after the termination of
executive’s employment with the Company and its affiliates, and which options
shall vest 300,000 upon the effective date of this agreement and 300,000 in two
equal installments of one-hundred-fifty-thousand (150,000) over two equal
periods (December 31, 2009, and December 31, 2010), respectively.

     

    7.           Vesting. Any unvested options
shall be vested immediately upon: (i) the event of an eligible Change of
Control, as defined in Section 8(a) below or (ii) employment with the Company is
terminated without Cause; the term “Cause” is defined in Section
12(a).  The vesting of the options permissible by reason of Section 8
shall be conditioned upon the consummation of the Change of
Control.

     

    8.           Change of
Control.

     

    
      	
               
      

            	
              (a)

            	
              Definitions

            


    

     

    
      	
               
      

            	
              (i)

            	
              An
      "Ownership Change Event" shall be deemed to have occurred if any of the
      following occurs with respect to the
Company:

            


    

     

    
      	
               
      

            	
              (1)

            	
              the
      direct or indirect sale or exchange in a single or series of related
      transactions by the stockholders of the Company of more than fifty percent
      (50%) of the voting stock of the
Company;

            


    

     

    
      	
               
      

            	
              (2)

            	
              a
      merger or consolidation in which the Company is a
  party;

            


    

     

    
      	
               
      

            	
              (3)

            	
              the
      sale, exchange, or transfer of all or substantially all of the assets of
      the Company; or

            


    

     

    
      	
               
      

            	
              (4)

            	
              a
      liquidation or dissolution of the
Company.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              A
      "Change of Control" shall mean an Ownership Change Event or a series of
      related Ownership Change Events (collectively, the "Transaction") wherein
      the stockholders of the Company immediately before the Transaction do not
      retain immediately after the Transaction, in substantially the same
      proportions as their ownership of shares of the Company's voting stock
      immediately before the Transaction, direct or indirect beneficial
      ownership of more than fifty percent (50%) of the total combined voting
      power of the outstanding voting stock of the Company or the corporation or
      corporations to which the assets of the Company were transferred (the
      "Transferee Corporation(s)"), as the case may be, provided, however, that
      an equity or convertible securities financing by the Company shall be
      deemed an Ownership Change Event or Transfer of Control for the purpose of
      any accelerated vesting of Shares. For purposes of the preceding sentence,
      indirect beneficial ownership shall include, without limitation, an
      interest resulting from ownership of the voting stock of one or more
      corporations which, as a result of the Transaction, own the Company or the
      Transferee Corporation(s), as the case may be, either directly or through
      one or more subsidiary corporations.  The Board shall have the
      right to determine whether multiple sales or exchanges of the voting stock
      of the Company or multiple Ownership Change Events are related, and its
      determination shall be final, binding and
  conclusive.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    9.           Benefits.

     

    
      	
               
      

            	
              (a)

            	
              Executive
      shall be entitled to participate in all Company sponsored retirement
      plans, 401(k) plans, life insurance plans, medical insurance plans,
      short-term and long-term disability insurance plans, and such other
      benefit plans generally available from time to time to executive
      management of the Company for which he qualifies under the terms of the
      plans.  Executive’s participation in and benefits under any
      benefit plan shall be on the terms and subject to the conditions specified
      in such plan.  The Company shall supplement the insurance
      coverage and benefits in a separate executive benefits plan, including
      supplementary health insurance coverage, a minimum of $1 million life
      insurance coverage and appropriate long-term disability coverage, to be
      fully paid by Company.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Executive
      shall receive a home office and car allowance of $1,000 per
      month.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Executive
      will receive at least four (4) weeks of paid vacation per
      year.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Company shall maintain directors’ and officers’ insurance for the benefit
      of Executive of the type and with at least the same coverage as the
      directors’ and officers’ insurance currently in
  effect.

            


    

     

    10.           Reimbursement of
Expenses.  The Company will reimburse Executive for the
ordinary and necessary expenses incurred by him in the performance of his duties
under this Agreement, including travel, entertainment expenses, and other
business expenses, in accordance with the Company’s policies in effect from time
to time.

     

    11.           Termination of
Employment.

     

    
      	
               
      

            	
              (a)

            	
              Executive’s
      employment under this Agreement may be terminated at any time by the Board
      of Directors of Company for Cause.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Executive’s
      employment under this Agreement shall terminate upon expiration of the
      Term without extension as described in Section
  2.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Executive’s
      employment under this Agreement shall terminate upon his retirement,
      resignation or death.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              Executive’s
      employment under this Agreement shall terminate upon written notice by
      Company to Executive of a termination due to
  Disability.

            


    

     

    
      	
               
      

            	
              (e)

            	
              If
      Executive’s employment terminates for Cause, Company shall be obligated
      only to continue to pay Executive’s base salary and, to the extent earned,
      accrued and unpaid, annual incentive bonus and furnish the then existing
      benefits under Section 9 up to the date of termination; provided, that if
      Executive’s employment is terminated as a result of Executive’s
      Disability, Executive shall remain eligible for benefits under any
      long-term disability program of Company, as amended from time to time, as
      long as his Disability continues. Executive shall also be entitled to
      reimbursement of all expenses.

            


    

     

    
      	
               
      

            	
              (f)

            	
              If
      Executive’s employment is terminated by Company or Board of Directors
      other than for Cause (which shall not include termination in connection
      with non-renewal pursuant to Section 2), or in the event the Executive
      terminates employment for Good Reason, or in the event of a Change in
      Control, in addition to the amounts payable under Section 11(e), Executive
      shall be entitled to receive (a) a lump sum payment equivalent to one year
      of his current base salary and the targeted bonus compensation pursuant
      hereto payable for such year and medical and other insurance benefits
      under Section 9(a) for a period of twelve (12)
  months.

            


    

     

    Further,
if Executive’s employment is terminated by Company or Board of Directors other
than for Cause (which shall not include termination in connection with
non-renewal pursuant to Section 2), or in the event the Executive terminates
employment for Good Reason and there are more than twelve (12) months remaining
in the Term at the time of termination, payment of current base salary for such
period in excess of twelve (12) months and any targeted bonus compensation (if
any) for any subsequent year during the Term, in each case, payable as and when
such amounts would have been paid in the absence of termination; provided that,
in the event of a termination in the event of a Change of Control, the amounts
set forth in this clause, if any, shall be paid upon termination in a lump
sum.

     

    Further,
if Executive’s employment is terminated by Company or Board of Directors other
than for Cause (but excluding termination in connection with non-renewal
pursuant to Section 2), or in the event of a Change of Control, in addition to
the amounts payable under Section 11(e) and 11(f), Executive shall be entitled
to receive any restricted stock not yet issued at the time of termination, and
any options granted Executive not yet vested will fully vest.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Further,
(a) if Executive’s employment is terminated due to non-renewal by Company
pursuant to Section 2 at the end of the Term where the Executive has offered to
continue Executive’s employment on substantially similar terms, but Company
declines, Executive shall be entitled to receive a lump sum payment equivalent
to nine (9) months of his current base salary, (b) if Executive’s employment is
terminated due to a non-renewal by Executive pursuant to Section 2 at the end of
the Term where the Company has offered to continue Executive’s employment on
substantially similar terms, but Executive declines, no additional payments will
be made, and (c) in the event of any other non-renewal at the expiration of the
Term, no additional payments will be made.  As a condition to the
salary and benefit continuation under this Section 11(f), Executive must first
execute and deliver to Company, in a form prepared by Company, a release of all
claims against Company and other appropriate parties, excluding Company’s
performance under this Section 11(f) and of Executive’s vested rights under any
Company sponsored retirement plans, 401(k) plans and stock ownership plans.
Executive shall also be entitled to reimbursement of all expenses.

     

    12.           Definitions.  The
meaning of certain terms in this Agreement are as follows:

     

    
      	
               
      

            	
              (a)

            	
              “Cause”
      shall consist of any of the
following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Executive
      is convicted of, or has pleaded guilty or entered a plea of nolo
      contendere to, a felony (under the laws of the United States or any state
      thereof);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Fraudulent
      conduct by the Executive in connection with the business or other affairs
      of the Company or any related company or the theft, embezzlement, or other
      criminal misappropriation of funds by the Executive from the Company or
      any related company;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Executive’s
      failure to perform the duties of the President and Chief Operating
      Officer, after reasonable notice has been provided of such non-performance
      and, if such failure is curable, Executive has not cured such failure
      within a reasonable period following such notice;
  or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Executive’s
      failure to comply with reasonable directives of the Board which are
      communicated to him in writing, after reasonable notice has been provided
      of such non-performance and, if such failure is curable, Executive has not
      cured such failure within a reasonable period following such
      notice.

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Disability”
      means the inability of Executive, due to injury, illness, disease or
      bodily or mental infirmity, to engage in the performance of his material
      duties of employment with Company as determined in good faith by Company,
      for (i) any period of one hundred twenty (120) consecutive days or (ii) a
      period of one hundred eighty days (180) in any continuous twenty-four (24)
      month period, provided that interim returns to work of less than ten (10)
      consecutive business days in duration shall not be deemed to interfere
      with a determination of consecutive absent days if the reason for absence
      before and after the interim return are the same.  Benefits to
      which Executive is entitled under any disability policy or plan provided
      by Company shall reduce the base salary paid to Executive during any
      period of Disability on a dollar-for-dollar
  basis.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              “Good
      Reason” means (A) any material reduction in the Base Salary or duties and
      responsibilities of Executive or (B) any material breach by the Company of
      the is Agreement or any other agreement between Executive and the Company,
      or any affiliate of the Company, that continues without cure for a period
      of thirty (30) days after notice of such breach is given by Executive to
      the Company.

            


    

    


    13.           Confidential
Information.  During Executive’s employment with the Company
and at all times after the termination of such employment, regardless of the
reason for such termination, Executive shall hold all Confidential Information
relating to the Company in strict confidence and shall not use, disclose or
otherwise communicate the Confidential Information to anyone other than the
Company without the prior written consent of the
Company.  “Confidential Information” includes, without limitation,
financial information, trade secrets, business plans, business methods or
practices, market studies, customer lists, referral lists and other proprietary
business information of the Company.  “Confidential Information” shall
not include information which is or becomes in the public domain through no
action by Executive or information which is generally disclosed by the Company
to third parties without restrictions on such third
parties.  Executive shall return all Confidential Information to the
Company upon termination of employment.

     

    14.           Solicitation of
Customers.  During his employment with the Company and for a
period after the termination of Executive’s employment, regardless of the reason
for the termination, equal to the greater of (a) one (1) year or (b) the period
for which Executive receives payment of his base salary under Section 11(f) or
(g) (the “Non-Competition Period”), Executive shall not influence or attempt to
influence, directly or indirectly, any customer of the Company to divert its
business away from the Company.

     

    15.           Soliciting
Employees.  Executive agrees that during his employment with
the Company and during the Non-Competition Period, he will not directly or
indirectly solicit any person who is then, or at any time within six months
prior thereto was, an employee of the Company to work for any person or entity
then in competition with the Company.

     

    16.           Non-Competition.  During
his employment with the Company and for a three-month period after termination
of Executive’s employment, Executive shall not, directly or indirectly, in any
capacity:

     

    
      	
               
      

            	
              (a)

            	
              Engage,
      own or have any interest in;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Manage,
      operate, join, participate in, accept employment with, render advice to,
      or become interested in or be connected
with;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Furnish
      consultation or advice to; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              Permit
      his name to be used in connection
with;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    any
person or entity that competes with the business of the
Company.  Notwithstanding the foregoing, holding five percent (5%) or
less of an interest in the equity, stock options or debt of any publicly traded
company shall not be considered a violation of this Section 16.

     

    17.           Remedies.  In the
event of a material breach or threatened material breach of Section 13, Section
14, Section 15 or Section 16, Company, in addition to its other remedies at law
or in equity, shall be entitled to injunctive or other equitable relief in order
to enforce or prevent any violations of the aforementioned
Sections.  In the event of any such material breach, if applicable
Company may immediately cease payment of Executive’s base salary and the
providing to Executive of benefits under Section 11(f) or (g).

     

    18.           Severability and
Savings.  Each provision in this Agreement is separate. If
necessary to effectuate the purpose of a particular provision, the Agreement
shall survive the termination of Executive’s employment with the
Company.  If any provision of this Agreement, in whole or in part, is
held to be invalid or unenforceable, the parties agree that any such provision
shall be deemed modified to make such provision enforceable to the maximum
extent permitted by applicable law. As to any provision held to be invalid or
unenforceable, the remaining provisions of this Agreement shall remain in
effect.

     

    19.           Binding
Effect.  This Agreement shall be binding upon and shall inure
to the benefit of Company and its successors and assigns. This Agreement shall
be binding upon and inure to the benefit of Executive, his heirs and personal
representatives.  This Agreement is not assignable by
Executive.

     

    20.           Indemnification. The Company
shall defend, indemnify and hold harmless Executive (and his heirs and personal
representatives) in his capacity as an officer of the Company to the fullest
extent permitted by applicable law against any losses or damages incurred by
Executive in connection with any action, suit or proceeding to which Executive
may be made a party by reason of his being or having been an officer or director
of the Company, or because of actions taken by Executive which were believed by
Executive to be in the best interests of the Company and not in violation of
applicable law, and Executive shall be entitled to be covered by any directors’
and officers’ liability insurance policies which the Company maintains for the
benefit of its directors and officers, subject to the limitations of any such
policies. The Company shall have the right to assume, with legal counsel of its
choice, who shall be reasonably acceptable to Executive, the defense of
Executive in any such action, suit or proceeding for which the Company is
providing indemnification to Executive. Should Executive determine to employ
separate legal counsel in any such action, suit or proceeding, any costs and
expenses of such separate legal counsel shall be the sole responsibility of
Executive unless the Executive shall have reasonably concluded, based upon the
written of legal counsel to the Executive, a copy of which shall be furnished to
the Company, that there may be conflicts in the defenses available to the
Executive which are different from or additional to those available to the
Company (if the Company is also a party or potential party to the claim), in
which case the reasonable costs and expenses of such separate legal counsel
shall be borne by the Company. If the Company does not assume the defense of any
such action, suit or proceeding, the Company shall, upon the request of the
Executive, promptly advance or pay any amount for costs or expenses, including
the reasonable fees of counsel retained by Executive, incurred by Executive in
connection with such action, suit or proceeding; provided that Executive agrees
in writing to repay any such amounts advanced if it is ultimately determined by
a court of competent jurisdiction that Executive is not entitled to such
indemnification. Executive shall be entitled to indemnification under this
clause regardless of any subsequent amendments of the Certificate Of
Incorporation or By-Laws of the Company.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    21.           Miscellaneous.

     

    
      	
               
      

            	
              (a)

            	
              No
      provision of this Agreement may be modified, waived or discharged unless
      such waiver, modification or discharge is agreed to in writing and signed
      by the Company and Executive.  The waiver or non-enforcement by
      the Company of a breach by Executive of any provision of this Agreement
      shall not be construed as a waiver of any subsequent breach by
      Executive.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      notice under this Agreement must be in writing and delivered personally or
      by overnight courier, sent by facsimile transmission or mailed by
      registered or certified mail to the parties at their respective
      addresses.

            


    

     

    
      	
               
      

            	
              (c)

            	
              This
      Agreement shall be governed by the laws of the State of
    Ohio.

            


    

     

    
      	
               
      

            	
              (d)

            	
              This
      Agreement may be executed in counterparts, which together shall constitute
      one Agreement.

            


    

     

    
      	
               
      

            	
              (e)

            	
              By
      their signatures below, the parties acknowledge that they have had
      sufficient opportunity to read and consider, and that they have carefully
      read and considered, each provision of this Agreement and that they are
      voluntarily signing this Agreement.

            


    

     

    
      	
               
      

            	
              (f)

            	
              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 the following addresses:

            


    

     

    
      	
               
      

            	
              Executive:
      5745 Rothesay Drive, Dublin OH
43017

            


    

    
      	
               
      

            	
              Company:
      485 Metro Place South, Suite 275, Dublin, OH 43017, Attn:
    CEO

            


    

    


    All such
notices and communications shall be deemed received upon (a) actual receipt by
addressee or (b) actual delivery to the appropriate address.

    


    
      	
               
      

            	
              (g)

            	
              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.

            


    

     

    
      	
               
      

            	
              (h)

            	
              This
      Agreement contains the complete statement of all 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.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    The
parties have executed this Agreement as of the Effective Date.

    


    
      	 
      	
              /s/ John M. Davis

            
	 
      	
              John
      M. Davis

            
	 
      	 
      	 
      
	 
      	
              National
      Investment Managers Inc.

            
	 
      	 
      	 
      
	 
      	
              By

            	
                   /s/ Steven J.
      Ross

            
	 
      	 
      	 
      
	 
      	
              Its

            	
                   CEO

            


    


    
      
         


      

      
        9