Exhibit
      10.92


    PROMISSORY
      NOTE

     

    
      	
              $461,328

            	
              Columbus,
                Ohio

            
	 	
              October
                1, 2008

            


    

     

    FOR
      VALUE
      RECEIVED,
      National Investment Managers Inc., a Florida corporation (“Maker”),
      hereby promises to pay to Ralph W. Shaw, an individual resident of the State
      of
      Colorado (“R.
      Shaw”),
      and
      Eileen A. Baldwin-Shaw, an individual resident of the State of Colorado
      (together with R. Shaw, and considered as a group, the “Holders”),
      the
      principal amount of Four Hundred Sixty-One Thousand Three Hundred Twenty-Eight
      Dollars ($461,328) or such other amount as adjusted pursuant to Section 2.6
      of that certain Stock Purchase Agreement, dated as of September 25, 2008 (the
      “Purchase
      Agreement”),
      by
      and among Maker, Pension Technical Services, Inc., a Colorado corporation,
      and
      the Holders. All principal and unpaid interest under this Promissory Note shall
      be due on or before the later of (i) December 1, 2010 (the “Cutoff
      Date”),
      or
      (ii) 5 days after determination of Final EBITDA (as defined in the Purchase
      Agreement) pursuant to Section 2.6 of the Purchase Agreement. Maker further
      promises to pay to the Holders interest for the period beginning on the date
      hereof and ending on the Cutoff Date (the “Interest
      Period”)
      on the
      unpaid principal balance from time to time outstanding, as follows: Interest
      shall accrue and be paid concurrently with the payment of principal hereunder
      at
      a rate per annum equal to 6%, computed on the basis of a 360-day year for the
      actual number of days the unpaid principal amount hereof is outstanding during
      the Interest Period. Notwithstanding anything contained herein to the contrary,
      in no event shall the interest charged hereunder exceed the maximum permitted
      under the laws of the State of Ohio.

     

    Principal,
      interest and other sums payable under this Promissory Note shall be payable
      in
      lawful money of the United States of America at c/o Reptech Corp., 6400 South
      Fiddler’s Green Circle, Suite 500, Greenwood Village, Colorado 80111 or such
      other address that the Holders may from time to time give written notice to
      Maker.

     

    The
      indebtedness evidenced hereby may be prepaid in whole or in part at any time
      without penalty.

     

    At
      the
      option of the Holders, the entire unpaid principal balance of this Promissory
      Note, together with all accrued interest, shall be immediately due and payable
      upon the occurrence of any of the following (each, an “Event
      of Default”):

     

    
      	 	
              1.

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

            


    

     

    
      	 	
              2.

            	
              Admission
                in writing of Maker’s inability to pay its debts as they
                mature;

            


    

     

    
      	 	
              3.

            	
              Maker
                makes any assignment for the benefit of
                creditors;

            


    

     

    
      	 	
              4.

            	
              Filing
                by Maker of a voluntary petition in bankruptcy seeking liquidation
                or
                reorganization;

            


    

     

    
      	 	
              5.

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

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              6.

            	
              Maker
                fails to pay any installment of interest or any other sum payable
                in
                accordance with this Promissory Note when due, and such failure is
                not
                cured within 30 days of the Holders notifying Maker in writing of
                such
                failure.

            


    

     

    Upon
      the
      occurrence of any Event of Default, Maker will pay to the Holders reasonable
      attorneys’ fees, court costs and expenses incurred by the Holders in connection
      with the Holders’ efforts to collect the indebtedness evidenced
      hereby.

     

    This
      Promissory Note is unsecured.

     

    All
      rights and remedies available to the Holders pursuant to the provisions of
      applicable law and otherwise are cumulative, not exclusive and enforceable
      alternatively, successively and/or concurrently during an Event of Default
      by
      Maker pursuant to the provisions of this Promissory Note.

     

    This
      Promissory Note may not be changed, modified or terminated orally, but only
      by
      an agreement in writing, signed by Maker and the Holders.

     

    This
      Promissory Note is subordinate to all Senior Indebtedness. Notwithstanding
      anything to the contrary in this Promissory Note, the Holders agree that the
      indebtedness represented by this Promissory Note and the payment of principal
      of
      and interest, including any interest accruing during the existence of an Event
      of Default, and other amounts owed by Maker are hereby expressly made
      subordinate and subject in right of payment to the prior payment in full of
      all
      Senior Indebtedness, and any fees, costs, enforcement expenses (including legal
      fees and disbursements), collateral protection expenses and other reimbursement
      or indemnity obligations related to such Senior Indebtedness. As used herein,
      “Senior
      Indebtedness”
means
      the principal of (and premium, if any) and interest on (i) all indebtedness
      of Maker for money borrowed from any bank, merchant bank, savings and loan,
      insurance company, finance company, credit union, investment bank,
      broker-dealer, or other financial institution of any nature whatsoever, or
      any
      affiliate thereof, whether outstanding on the date of execution of this
      Promissory Note or thereafter created, assumed or incurred (including, without
      limitation, all indebtedness evidenced by that certain (A) Revolving Line
      of Credit and Term Loan Agreement, dated as of November 30, 2007, between Maker
      and RBS Citizens, National Association, and (B) Securities
      Purchase and Loan Agreement, dated November 30, 2007, by and among Maker,
      Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Lehman
      Brothers Commercial Bank and Woodside Agency Services, LLC, as collateral
      agent),
      and
      (ii) any deferrals, renewals, increases, extensions or refinancings of any
      such
      Senior Indebtedness. As used herein, “indebtedness
      of Maker for money borrowed”
means
      any obligation of, or any obligation guaranteed by, Maker for the repayment
      of
      money borrowed, whether or not evidenced by bonds, debentures, notes or other
      written instruments, any capitalized lease obligation and any deferred
      obligation for payment of the purchase price of any property or assets. The
      Holders agree to furnish any holder of Senior Indebtedness upon request a
      subordination agreement that contains reasonably customary subordination
      provisions, consistent with the provisions of this Promissory Note, which
      subordination agreement may, without limitation (x) set forth the priority
      rights of the Holders and the holder of the Senior Indebtedness, and
      (y) prohibit payments to the Holders that would cause a default under the
      Senior Indebtedness. In the event of and during the continuation of any default
      or event of default under any Senior Indebtedness beyond any applicable grace
      period with respect thereto, no payment shall be made by or on behalf of Maker,
      or demand made by or on behalf of the Holders, on this Promissory Note until
      the
      date, if any, on which such default or event of default is waived by the holders
      of such Senior Indebtedness or otherwise cured or has ceased to exist or the
      Senior Indebtedness to which such default or event of default relates is
      discharged by payment in full in cash. Nothing contained in this Paragraph
      or
      elsewhere in this Promissory Note shall prevent Maker, at any time except under
      the circumstances described in this Paragraph, from making regularly scheduled
      payments at any time of principal of or interest on this Promissory
      Note.

     

    
      
         

      

      
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    This
      Promissory Note and all rights and obligations hereunder shall be governed
      by
      and construed under the local laws of the State of Ohio without regard to any
      conflicts of law doctrine and shall be binding upon the successors, endorsees
      or
      assigns of Maker and inure to the benefit of the Holders, its successors,
      endorsees and permitted assigns. If any provision hereof is or becomes invalid
      or unenforceable under any law of mandatory application, it is the intent of
      Maker and the Holders that such provision will be deemed severed and omitted
      herefrom, the remaining portions hereof to remain in full force and effect
      as
      written.

     

    IN
      WITNESS WHEREOF, Maker has duly executed this Promissory Note as of the day
      and
      year first above written.

     

     

    
      	 	
              NATIONAL
                INVESTMENT MANAGERS INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	  

	 	
              Name:

            	  

	 	
              Title:

            	  

	 	 	 

 

     

    
      
         

      

      
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