Exhibit
10.103

     

    PROMISSORY
NOTE

     

    
      
        	
                $600,000.00

              	
                Dublin,
      Ohio

              
	 	 
	 
      	
                February
      27, 2009

              


      

    

     

    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;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
10.103

     

    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 prior to such merger or consolidation
continue to hold a majority of the outstanding voting equity interests of the
resulting or surviving entity.

     

    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 both Maker
and Holder.

     

    Payment of this Note is subject to the
terms and conditions of a Subordination Agreement dated as of November 30, 2007
between the payee and RBS Citizens, National Association.  A copy of
said Subordination Agreement may be obtained, upon written request of any holder
of this note, from RBS Citizens, National Association.

     

    Further, this Note is subordinate to
all Senior Indebtedness.  Notwithstanding anything to the contrary in
this Note, the Holder 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
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 Holder 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 Holder and the holder of the Senior Indebtedness, and
(y) prohibit payments to the Holder 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 Holder, on this Note until the
date, if any, on which such default or event of default is waived by the Holder
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 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
Note.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
10.103

     

    This Note shall be governed by and
construed in accordance with the laws of the State of Connecticut 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
Connecticut 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
Holder, its successors, endorsees and assigns.

     

    In the event the Maker is found by a
court of competent jurisdiction to have materially breached this Note, the
Holder shall be entitled to be reimbursed by the Maker for all costs of
collection including all court costs and reasonable attorney’s fees paid or
incurred by the Holder in enforcing this Note.

     

     Should the Maker at any time
during the life of this Note offer a higher interest rate to an individual on a
promissory note relating to the acquisition of his or her business than the
stated eight percent (8%) herein, the Maker will immediately extend such higher
interest rate to the Holder and apply such higher interest rate to this Note as
of March 1, 2009.

     

    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.

                  	 
      	
                    Michael
      E. Callahan

                  
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	
                    /s/
      John M. Davis

                  	 
      	
                    By:

                  	
                    /s/
      Michael E. Callahan

                  
	
                    Name: John M. Davis

                  	 
      	 
      
	
                    Title:   
      President & Chief Operating Officer