Exhibit
10.101

     

    PROMISSORY
NOTE

     

    
      	
              $337,500.00

            	
              Dublin,
      Ohio

            


    

     

     February
24, 2009

     

    National Investment Managers Inc., a
Florida corporation (the "Maker"), for value received, hereby promises to pay to
Renee J. Conner and William E. Renninger (the "Holders"), or order, the
principal sum of Three Hundred Thirty Seven Thousand Five
Hundred  ($337,500) (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 nine (9)
equal principal monthly installments of Thirty Seven Thousand Five Hundred
Dollars ($37,500) each, plus accrued interest, (“Monthly
Installments”)  beginning on (i) July 1, 2009 and ending (ii) March 1,
2010.  Maker further promises to pay interest 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.  Maker shall administer the payment and tax reporting of the
Monthly Installments by dividing the amount of each Monthly Installment Ninety
Five percent (95%) to Renee J. Conner and Five percent (5%) to William E.
Renninger. 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 two (2) notes between the parties
(one note between the Maker and Renee J. Conner in the amount of Three Hundred
Twenty Thousand Six Hundred Twenty Five ($320,625) Dollars and another note
between the Maker and William E. Renninger in the amount of Sixteen Thousand
Eight Hundred Seventy Five ($16,875) Dollars) both dated February 28,
2007.  Interest accrued on the February 28, 2007 notes shall be paid
to the Holders within fifteen (15) business days after the effective date of
this Promissory Note.

     

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

     

    Notwithstanding anything to the
contrary contained herein, in the event the Holders and the Maker submit a
dispute regarding the determination of the Adjusted EBITDA (as defined in
Section 2.3(a) of the Purchase Agreement) to an Independent Accounting Firm (as
defined in the Purchase Agreement) and such Independent Accounting Firm does not
issue its report before one of installment dates set forth above, Maker shall
not be required to make such installment payment to Holders until the fifteenth
(15th)
business day after such report is issued by such Independent Accounting
Firm.

     

    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;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit
10.101

     

    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 Holders notifying the
Maker in writing of such default; or

     

    g.  The employment of John M.
Davis, President and Chief Operating Officer of Maker is involuntarily
terminated by the Maker, excluding natural acts.

     

    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 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 both Maker
and Holders.

     

    This Note is subordinate to all Senior
Indebtedness.  Notwithstanding anything to the contrary in this Note,
the Holders agree that the indebtedness represented by this Note and the payment
of principal 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 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, Woodside Capital Partners V, LLC, as assignee of Woodlands Commercial Bank
(f/k/a Lehman Brothers Commercial Bank), Woodside Capital Partners V QP, LLC, as
assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank)
and Woodside Agency Services, LLC, as collateral agent; and (ii) any deferrals,
renewals, increases, extensions or refinancing of any such Senior Indebtedness
referred to in clause (i) above.  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 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 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.  Northing contained in this
Paragraph or elsewhere in this Note shall prevent Maker, at any time except
under the circumstances described in this Paragraph, form making regularly
scheduled payments at any time of principal of or interest on this
Note.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit
10.101

     

    This Note shall be governed by and
construed in accordance with the laws of the State of Ohio applicable to
agreements made and to be performed in that state, without regard to any of its
principles of conflicts of laws or other laws that would result in the
application of the laws of another jurisdiction. This Note shall be construed
and interpreted without regard to any presumption against the party causing this
Note to be drafted.  Each of the parties hereby unconditionally and
irrevocably waives the right to a trial by jury in any action, suit or
proceeding arising out of or relating to this Note or the transactions
contemplated hereby.  Each of the parties unconditionally and
irrevocably consents to the exclusive jurisdiction of the courts of the State of
Ohio located in the County of Franklin and the Federal court in the Southern
District of Ohio with respect to any suit, action or proceeding arising out of
or relating to this Note or the transactions contemplated hereby, and each of
the parties hereby unconditionally and irrevocably waives any objection to venue
in any such court.

     

    This Note shall be binding upon the
successors, endorsees or assigns of the Maker and inure to the benefit of the
Holders, its successors, endorsees and assigns.

     

    In the event of any dispute between
parties to this Note, the prevailing party shall be entitled to immediate
payment of all costs incurred by such party in such dispute, including, but not
limited to, court costs and reasonable attorneys' fees.

     

    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.

                                  	 	
                                    RENEE
      J. CONNER

                                  
	 
      	 	 	 
      	 
	
                                    By:

                                  	/s/
      John M. Davis 	 	
                                    By:

                                  	/s/
      Renne J. Conner
	
                                    Name:
      John M. Davis

                                  	 	 
      	 
	
                                    Title:
      President & Chief Operating Officer

                                  	 	 
      	 
	 
      	 	 	
                                    WILLIAM
      E. RENNINGER

                                  
	 
      	 	 	 
      	 
	 
      	 	 	
                                    By:

                                  	/s/
      William E.
Renninger