Exhibit 10.111 AMENDMENT NO. 1 TO PROMISSORY NOTE This Amendment No. 1 to Promissory Note ("Amendment") is by and Anthony S. Delfino (the "Holder") and National Investment Managers Inc. (the "Maker"), effective as of September 24, 2009. Whereas,...

Exhibit 10.111

                       AMENDMENT NO. 1 TO PROMISSORY NOTE

      This Amendment No. 1 to Promissory Note ("Amendment") is by and Xxxxxxx X.
Xxxxxxx  (the  "Holder")  and  National  Investment Managers Inc. (the "Maker"),
effective as of September 24, 2009.

      Whereas, reference is herby made to a certain Promissory Note, dated March
16,  2009, by and between the Holder and the Maker in the amount of Four Hundred
Seventy  Five  Thousand  dollars  ($475,000.00)  (the  "Promissory  Note").  All
capitalized  terms  used  herein and not otherwise defined herein shall have the
meanings as set forth in the Promissory Note;

      Whereas,  the  Maker  and  the  Holders  are  amending  the  terms  of the
Promissory Note;

      Now,  Therefore,  for  good  and  valuable  consideration, the receipt and
sufficiency  of  which  is hereby acknowledged, the Holders and the Maker hereby
agree as follows:

      1. The  scheduled  Remaining  Installments  beginning with the October 15,
         2009 installment payment shall be replaced with the following schedule:
         (6)  equal  principal only monthly installments of Thirty Five Thousand
         Dollars  ($35,000)  each,  beginning  on  April  15,  2010  and  ending
         September  15,  2010; and three (3) equal monthly installments of Sixty
         Five  Thousand Dollars ($65,000) beginning on October 15, 2010 plus all
         accrued interest.

      2. No  other changes to the Promissory Note are made, except as expressly
         set forth herein.

      3. This  Amendment  shall  be binding upon and inure to the benefit of the
         parties hereto and their respective successors and assign, and no other
         parties  shall  be  a beneficiary hereunder. Neither this Amendment nor
         any  of  the  provisions  hereof  can be changed, waived, discharged or
         terminated  except  by a written instrument signed by the party against
         whom  enforcement  the  change,  waiver,  discharge  or  termination is
         sought.

      4. This  Amendment  may  be  signed in counterpart, each of which shall be
         deemed  an  original  and  all  of  which,  when  taken together, shall
         constitute  one  and  the  same  instrument.  Signatures  delivered  by
         facsimile transmission shall have the same force and effect as original
         signatures delivered in person.

                                               [Signatures on following page]















Exhibit 10.111

NATIONAL INVESTMENT MANAGERS INC.               XXXXXXX X. XXXXXXX

By:___/s/  Xxxx  X. Davis_____________          By:__/s/ Xxxxxxx X. Delfino____
Name: Xxxx X. Xxxxx
Title: President & Chief Operating Officer