NON-COMPETITION, NON-DISCLOSURE
AND
NON-SOLICITATION AGREEMENT
THIS
NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT
("Agreement"), dated as of January 2, 2007 (the "Effective Date"),
by and
between Jo Ann Massanova (the "Seller") and National Investment
Managers Inc., a
Florida corporation ("NIM").
RECITALS
A.
Pursuant to that certain Stock Purchase Agreement, dated as of
January
2, 2007, by and among NIM, Seller, Carmen Laverghetta, and Benefit
Dynamics,
Inc. (the "Company") (the "Purchase Agreement"), the Company is
being acquired
by NIM. Capitalized terms not otherwise defined herein shall have
the meanings
ascribed to such terms in the Purchase Agreement.
B. Seller
has been a principal shareholder, an officer, director and
employee of the Company and its subsidiaries for many years and has
developed
and received special, unique and extraordinary knowledge,
information and
goodwill in connection therewith.
C. It is a
condition precedent to the consummation of the transactions
contemplated by the Purchase Agreement, and an inducement to NIM to
enter into
the Purchase Agreement and effect the purchase of the Company and
its respective
businesses thereunder and the goodwill represented thereby, that
the parties
hereto execute and deliver this Agreement.
NOW,
THEREFORE, in consideration of the foregoing premises and for
other
good and valuable consideration, the receipt and sufficiency of
which is hereby
acknowledged, the parties hereto agree as follows:
1 Non-Competition; Non-Solicitation. Commencing on the date hereof
and ending on
the last day of the Restricted Period (as defined below), Seller
covenants and
agrees that Seller will not, without NIM's prior written consent,
directly or
indirectly, either on behalf of Seller or on behalf of any business
venture, as
an employee, consultant, partner, principal, stockholder, officer,
director,
trustee, agent, or otherwise (other than on behalf of NIM or its
Affiliates):
(A) be
employed by, engage or participate in the ownership,
management,
operation or control of, or act in any advisory, expert, consulting
or other
capacity in the Territory (as defined below) for, any entity or
individual that
competes with NIM or its Affiliates in the areas in which the
Companies conduct
it business in the geographical area within the United States (the
"Territory").
The provisions of this Subsection (A) shall not apply if the Seller
engages in
any of the activities described above in the property and casualty
insurance
industry;
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(B)
solicit or divert any business or any customer from NIM or its
Affiliates or assist any person, firm, corporation or other entity
in doing so
or attempting to do so;
(C) cause
or seek to cause any person, firm or corporation to refrain
from
dealing or doing business with NIM or its Affiliates or assist any
person, firm,
corporation or other entity in doing so; or
(D) hire,
solicit or divert from NIM or its Affiliates any of their
respective employees, consultants or agents who have, at any time
during the
immediately preceding one (1) year period from the date hereof or
during the
Restricted Period, been engaged by NIM or its Affiliates, nor
assist any person,
firm, corporation or other entity in doing so.
As used in
this Agreement, the term "Affiliates" shall mean any entity
controlling, controlled by or under the common control of NIM. For
the purpose
of this Agreement, "control" shall mean the direct or indirect
ownership of
fifty (50%) percent or more of the outstanding shares or other
voting rights of
an entity or possession, directly or indirectly, of the power to
direct or cause
the direction of management and policies of an entity.
As used in
this Agreement, "Restricted Period" means the period commencing
on the date hereof and ending on two (2) years from the date of
Seller's
termination of employment or consulting period with the Company, or
any
Affiliate of the Company, for any reason.
2 Nondisclosure. Seller understands and agrees that the business of
the Company
and its Affiliates is based upon specialized work and Confidential
Information
(as hereinafter defined). Seller agrees that following the
termination of
Seller's employment or consulting period with NIM or any Affiliate
of NIM and
for all times thereafter, Seller shall keep secret all such
Confidential
Information and that Seller will not, directly or indirectly, use
for Seller's
own benefit or for the benefit of others nor Disclose (as
hereinafter defined),
without the prior written consent of NIM, any Confidential
Information. At any
time upon NIM's request, Seller shall turn over to NIM all books,
notes,
memoranda, manuals, notebooks, records and other documents made,
compiled by,
delivered to, or in the possession or control of Seller containing
or concerning
any Confidential Information, including all copies thereof, in any
form or
format, including any computer hard disks, wherever located,
containing any such
information, it being agreed that the same and all information
contained therein
are at all times the exclusive property of NIM and its
Affiliates.
As used in
this Agreement, the term "Confidential Information" means any
information or compilation of information not generally known
