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NON-COMPETITION,
NON-DISCLOSURE
AND
NON-SOLICITATION AGREEMENT
THIS NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION
AGREEMENT
("Agreement"), dated as of February 28, 2007 (the "Effective
Date"), by and
between Michael E. Callahan (the "Seller") and National Investment
Managers
Inc., a Florida corporation ("NIM").
RECITALS
A. Pursuant to that certain Stock Purchase Agreement, dated as of
February
__, 2007, by and among NIM, Seller, Pentec, Inc. ("Pentec") and
Pentec Capital
Management, Inc. ("PCM" and collectively with Pentec, the
"Company") (the
"Purchase Agreement"), Pentec and PCM are 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 and director
of the
Company 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
Company conducts
its business in the geographical area within Connecticut, New York,
Florida and
Massachusetts (the "Territory");
<PAGE>
(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 eighteen (18) months from the date of
Seller's
termination of employment with the Company, or any Affiliate of the
Company, for
"Cause" (as such term is defined in Seller's Employment Agreement,
dated as of
the date hereof, with the Company (the "Employment Agreement")), or
Seller's
resignation from the Company, or any Affiliate of the Company,
without "Good
Reason" (as such term is defined in the Employment Agreement). The
"Restricted
Period" shall end immediately if Seller is terminated by the
Company, or any
Affiliate of the Company, without Cause or Seller dies. Moreover,
the
"Restricted Period" shall end immediately in the event that NIM
defaults on its
obligations under the Note (as defined in the Purchase Agreement)
and does not
cure such default within thirty (30) days.
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 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
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