Exhibit 10.108
AMENDMENT NO. 1 TO SUBORDINATED PROMISSORY NOTES
This Amendment No. 1 to
Promissory Notes ("Amendment") is by and between
to Peter R. Stephan, as Trustee of the Stephan Family Trust Dated
August 2, 1993
(the "Stephan Trust"), James R. Norman,
Jr., as Trustee of the Norman Living
Trust Dated December 7, 2005 (the "Norman Trust"), and Rise
Spiegel, as Trustee
of the Rise Norris Spiegel Trust Dated November 16,
2005 (the "Spiegel Trust")
(the Spiegel Trust collectively with the
Stephan Trust and Norman Trust, and
considered as a group, the "Holders") and National Investment
Managers Inc. (the
"Maker"), effective as of September 24, 2009.
Whereas, reference
is herby made to a certain Promissory Note,
dated
November 25, 2008, by and between the Holders and the Maker in the
amount of Two
Hundred Thirty-Three Thousand Seven Hundred and Fifty dollars
($233,750.00) with
a Maturity Date that includes January 25, 2009. (the
"Promissory Note No. 1").
All capitalized terms used herein and not
otherwise defined herein shall have
the meanings as set forth in the Promissory Notes;
Whereas, reference
is herby made to a certain Promissory Note,
dated
November 25, 2008, by and between the Holders and the Maker in the
amount of Two
Hundred Thirty-Three Thousand Seven Hundred and Fifty dollars
($233,750.00) with
a Maturity Date that includes January 25,
2010 (the "Promissory Note No. 2;"
collectively with Promissory Note No. 1 and considered together,
the "Promissory
Notes");
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