Exhibit
10.102

     

    PROMISSORY
NOTE

     

    
      
        	
                $500,000.00

              	
                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 Five Hundred Thousand ($500,000) (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 nine equal principal monthly installments of Fifty Five Thousand
Five Hundred Fifty Five Dollars and Fifty Six cents ($55,555.56) each, plus
accrued interest, (“Monthly Installments”) beginning on (i) July 1, 2009 and
ending (ii) March 1, 2010; provided, however, the
Principal and interest payable at each of the aforementioned payment dates may
be adjusted pursuant to Section 2 of the Settlement Agreement And Release
entered by and between the Maker, The Pension Alliance, Inc., Renee J. Conner
and William E. Renninger dated May 15, 2008.  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
dated May 15, 2008.  Interest accrued on the May 15, 2008 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.

     

    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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit
10.102

     

    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
10.102

     

    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