Exhibit
10.104

     

    PROMISSORY
NOTE

     

    
      
        
          	
                  $475,000.00

                	
                  Dublin,
      Ohio

                
	 	 
	 
      	
                  March
      16, 2009

                


        

      

    

     

    National Investment Managers Inc., a
Florida corporation (the "Maker"), for value received, hereby promises to pay to
Richard L. Kaplan and Hana E. Kaplan Inter Vivos Trust Agreement dated January
29, 1997 as amended and restated January 10, 2003 (the "Holder"), or order, the
principal sum of Four Hundred Seventy Five Thousand Dollars ($475,000) (the
“Principal”) 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 eight (8) equal principal only monthly
installments of Thirty Five Thousand Dollars ($35,000) each, beginning on (i)
August 15, 2009 and ending (ii) March 15, 2010;  and three (3) equal
installments of  Sixty Five Thousand Dollars ($65,000) plus all
accrued interest beginning on April 15, 2010, and ending on June 15, 2010,
(“Remaining Installments”); provided, however, the Principal and interest
payable in the Remaining Installments  may be adjusted pursuant to
Section 2.3 of the Stock Purchase Agreement entered by and between the Maker,
California Investment Annuity Sales, Inc., Richard L. Kaplan and Hana E. Kaplan
Inter Vivos Trust Agreement dated January 29, 1997 as amended and restated
January 10, 2003 and Anthony S. Delfino dated April 3, 2008 (the “Stock Purchase
Agreement”).  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 and paid as a part of the Remaining Installment
payments.  In no event shall the interest charged hereunder exceed the
maximum permitted under the laws of the State of California.

     

    This Note is executed as a replacement
note, superseding and terminating the prior note between the parties dated April
3, 2008, as of the effective date of this Note.  Interest accrued on
the April 3, 2008 note shall be paid to the Holder within ten (10) business days
of the original scheduled payment date of June 3, 2009.

     

    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.

     

    Further, in the event that the Maker
and the Holder are unable to determine if the Target Revenue (as defined in the
Stock Purchase Agreement) has been achieved pursuant to Section 2.3(a) of the
Stock Purchase Agreement, then the aforementioned payment dates shall be
extended to be a date five (5) business days from the date that the Independent
Accounting Firm (as defined in the Stock Purchase Agreement) resolves any
dispute between the Maker and the Holder.

     

    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;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      Exhibit
10.104

       

    

    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; 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 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.

     

    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
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 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.  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
10.104

       

    

    This Note shall be governed by and
construed in accordance with the laws of the State of California 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
California located in the County of Los Angeles and the Federal court in the
Central District of California 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 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.

     

    
      
        
          
            
              
                
                  
                    
                      	By:	
                              /s/
      John M. Davis

                            	 
	
                              Name:

                            	
                              John
      M. Davis

                            	 
	
                              Title:

                            	
                              President
      & Chief Operating Officer

                            	 
	 
      	 
      	 
	
                              Richard
      L. Kaplan and Hana E. Kaplan Inter Vivos Trust Agreement

                              dated
      1/29/97 as amended and restated 1/10/03

                            	 
	 
      	 
      	 
	      
                              /s/
      Richard L. Kaplan

                            	 
	
                              Name:

                            	
                              Richard
      L. Kaplan

                            	 
	
                              Title:

                            	
                              Trustee