ex42.htm

Exhibit 4.2


    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE
SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS
COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED

     

    Right to
Purchase up to ____ Shares of Common Stock of

     

    Healthcare
Providers Direct Inc.

     

    (subject
to adjustment as provided herein)

     

    COMMON
STOCK PURCHASE WARRANT

     

    
      	
              No.:
      2008-________

            	
              Issue
      Date:  ________, 2008

            


    

    


    HEALTHCARE
PROVIDERS DIRECT INC., a corporation organized under the laws of the State of
Nevada (“HPD”), hereby certifies that, for value received, _______, or permitted
assigns (the “Holder”), is entitled, subject to the terms set forth below, to
purchase from the Company (as defined herein) from and after the Issue Date of
this Warrant and at any time or from time to time before 5:00 p.m., New York
time, through the close of business __________, 2013 (the “Expiration Date”), up
to _____1 fully paid and nonassessable shares
of Common Stock (as hereinafter defined), $0.001 par value per share, at an
exercise price per share equal to $0.25, (“Exercise Price”).  The
number and character of such shares of Common Stock and the applicable Exercise
Price per share are subject to adjustment as provided herein.

     

    As used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:

     

    (a)           The
term “Company” shall include HPD and any corporation which shall succeed, or
assume the obligations of, HPD hereunder.

     

    (b)           The
term “Common Stock” includes (i) the Company's common stock, par value $0.001
per share; and (ii) any other securities into which or for which any of the
securities described in the preceding clause (i) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger, sale of assets
or otherwise.

     

    (c)           The
term “Subscription Agreement” shall mean the subscription agreement by and
between the original Holder hereof and the Company.

     

    1. Exercise of
Warrant.

     

    
      	
              1.1  

            	
              Number of Shares
      Issuable upon Exercise.  From and after the date hereof
      through and including the Expiration Date, the Holder shall be entitled to
      receive, upon exercise of this Warrant in whole or in part, by delivery of
      an original or fax copy of an exercise notice in the form attached hereto
      as Exhibit
      A (the “Exercise Notice”) and the Company shall have
      received  payment of the aggregate Exercise Price of the shares
      thereby purchased by wire transfer or cashier’s check drawn on a United
      States bank, shares of Common Stock of the Company, subject to adjustment
      pursuant to Sections 4 and 5.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
              1.2  

            	
              Fair Market
      Value.  For purposes hereof, the “Fair Market Value” of a
      share of Common Stock as of a particular date (the “Determination Date”)
      shall mean:

            


    

     

    (a) If the
Common Stock is traded on the American Stock Exchange or another national
exchange or is quoted on the National or Capital Market of The Nasdaq Stock
Market, Inc. (“Nasdaq”), then the closing or last sale price, respectively,
reported for the last business day immediately preceding the Determination
Date.

     

    (b) If the
Common Stock is not traded on the American Stock Exchange or another national
exchange or on the Nasdaq but is traded over the counter, then the mean of the
average of the closing bid and asked prices reported for the last business day
immediately preceding the Determination Date.

     

    (c) Except as
provided in clause (d) below, if the Common Stock is not publicly traded, then
as the Holder and the Company agree or in the absence of agreement by
arbitration in accordance with the rules then in effect of the American
Arbitration Association, before a single arbitrator to be chosen by the Holder
and the Company from a panel of persons qualified by education and training to
pass on the matter to be decided.

     

    (d) If the
Determination Date is the date of a liquidation, dissolution or winding up, or
any event deemed to be a liquidation, dissolution or winding up pursuant to the
Company's charter, then all amounts to be payable per share to holders of the
Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in
respect of the Common Stock in liquidation under the charter, assuming for the
purposes of this clause (d) that all of the shares of Common Stock then issuable
upon exercise of the Warrant are outstanding at the Determination
Date.

     

    
      	
              1.3  

            	
              Company
      Acknowledgment.  The Company will, at the time of the
      exercise of the Warrant, upon the request of the Holder hereof acknowledge
      in writing its continuing obligation to afford to such Holder any rights
      to which such Holder shall continue to be entitled after such exercise in
      accordance with the provisions of this Warrant. If the Holder shall fail
      to make any such request, such failure shall not affect the continuing
      obligation of the Company to afford to such Holder any such
      rights.

            


    

     

    
      	
              1.4  

            	
              Trustee for Warrant
      Holders.  In the event that a bank or trust company shall
      have been appointed as trustee for the Holders of the Warrants pursuant to
      Subsection 3.2, such bank or trust company shall have all the powers and
      duties of a warrant agent (as hereinafter described) and shall accept, in
      its own name for the account of the Company or such successor person as
      may be entitled thereto, all amounts otherwise payable to the Company or
      such successor, as the case may be, on exercise of this Warrant pursuant
      to this Section 1.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    2. Procedure for
Exercise.

     

    The
Company agrees that the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder as the record owner of such
shares as of the close of business on the date on which the Company shall have
received such Holder’s Exercise Notice and payment made for such shares in
accordance herewith.  As soon as practicable after the exercise of
this Warrant in full or in part, and in any event within five (5) business days
thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the Holder, or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct in compliance with applicable securities laws, a
certificate or certificates for the number of duly and validly issued, fully
paid and nonassessable shares of Common Stock to which such Holder shall be
entitled on such exercise, plus, in lieu of any fractional share to which such
Holder would otherwise be entitled, cash equal to such fraction multiplied by
the then Fair Market Value of one full share, together with any other stock or
other securities and property (including cash, where applicable) to which such
Holder is entitled upon such exercise pursuant to Section 1 or
otherwise.  In the event the Company elects not, or is unable, to make
such cash payment, the Company shall issue to the Holder, in lieu of the final
fraction of a share, one whole share of Common Stock.  Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has purchased all of the
Warrant Shares available hereunder and the Warrant has been exercised in full,
in which case, the Holder shall surrender this Warrant to the Company for
cancellation within three (3) business days of the date the final Notice of
Exercise is delivered to the Company.  Partial exercises of this
Warrant resulting in purchases of a portion of the total number of Warrant
Shares available hereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable hereunder in an amount equal to the
applicable number of Warrant Shares purchased.  The Holder and any assignee, by
acceptance of this Warrant, acknowledge and agree that, by reason of the
provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder
at any given time may be less than the amount stated on the face
hereof.

     

    3. Effect of Reorganization,
Etc.; Adjustment of Exercise Price.

     

    
      	
              3.1  

            	
              Reorganization,
      Consolidation, Merger, Etc.  In case at any time or from
      time to time, the Company shall (a) effect a reorganization, (b)
      consolidate with or merge into any other person, or (c) transfer all or
      substantially all of its properties or assets to any other person under
      any plan or arrangement contemplating the dissolution of the Company,
      then, in each such case, as a condition to the consummation of such a
      transaction, proper and adequate provision shall be made by the Company
      whereby the Holder of this Warrant, on the exercise hereof as provided in
      Section 1 at any time after the consummation of such reorganization,
      consolidation or merger or the effective date of such dissolution, as the
      case may be, shall receive, in lieu of the Common Stock issuable on such
      exercise prior to such consummation or such effective date, the stock and
      other securities and property (including cash) to which such Holder would
      have been entitled upon such consummation or in connection with such
      dissolution, as the case may be, if such Holder had so exercised this
      Warrant, immediately prior thereto, all subject to further adjustment
      thereafter as provided in Section
4.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              3.2  

            	
              Dissolution.  In
      the event of any dissolution of the Company following the transfer of all
      or substantially all of its properties or assets, the Company,
      concurrently with any distributions made to holders of its Common Stock,
      shall at its expense deliver or cause to be delivered to the Holder the
      stock and other securities and property (including cash, where applicable)
      receivable by the Holder of the Warrant pursuant to Section 3.1, or, if
      the Holder shall so instruct the Company, to a bank or trust company
      specified by the Holder and having its principal office in New York, NY as
      trustee for the Holder of the Warrant (the
  “Trustee”).

            


    

     

    
      	
              3.3  

            	
              Continuation of
      Terms.  Upon any reorganization, consolidation, merger or
      transfer (and any dissolution following any transfer) referred to in this
      Section 3, this Warrant shall continue in full force and effect and the
      terms hereof shall be applicable to the shares of stock and other
      securities and property receivable on the exercise of this Warrant after
      the consummation of such reorganization, consolidation or merger or the
      effective date of dissolution following any such transfer, as the case may
      be, and shall be binding upon the issuer of any such stock or other
      securities, including, in the case of any such transfer, the person
      acquiring all or substantially all of the properties or assets of the
      Company, whether or not such person shall have expressly assumed the terms
      of this Warrant as provided in Section 4.  In the event this
      Warrant does not continue in full force and effect after the consummation
      of the transactions described in this Section 3, then the Company's
      securities and property (including cash, where applicable) receivable by
      the Holders of the Warrant will be delivered to Holder or the Trustee as
      contemplated by Section 3.2.

            


    

     

    
      	
              3.4  

            	
              Extraordinary Events
      Regarding Common Stock.  In the event that the Company
      shall (a) issue additional shares of the Common Stock as a dividend or
      other distribution on outstanding Common Stock, (b) subdivide its
      outstanding shares of Common Stock, or (c) combine its outstanding shares
      of Common Stock into a smaller number of shares of the Common Stock, then,
      in each such event, the Exercise Price shall, simultaneously with the
      happening of such event, be adjusted by multiplying the then Exercise
      Price by a fraction, the numerator of which shall be the number of shares
      of Common Stock outstanding immediately prior to such event and the
      denominator of which shall be the number of shares of Common Stock
      outstanding immediately after such event, and the product so obtained
      shall thereafter be the Exercise Price then in effect. The Exercise Price,
      as so adjusted, shall be readjusted in the same manner upon the happening
      of any successive event or events described herein in this Section
      3.  The number of shares of Common Stock that the Holder of this
      Warrant shall thereafter, on the exercise hereof as provided in Section 1,
      be entitled to receive shall be increased to a number determined by
      multiplying the number of shares of Common Stock that would otherwise (but
      for the provisions of this Section 3) be issuable on such exercise by a
      fraction of which (a) the numerator is the Exercise Price that would
      otherwise (but for the provisions of this Section 3) be in effect, and (b)
      the denominator is the Exercise Price in effect on the date of such
      exercise.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    3.5 Share Issuance Below
Exercise Price.  Except for an Excepted Issuance (as defined in
the Subscription Agreement), for a period of twelve (12) months from the Final
Closing, in the event that the Company shall issue any Common Stock, prior to
the complete exercise of this Warrant for a consideration less than the Exercise
Price that would be in effect at the time of such issue, then, and thereafter
successively upon each such issue, the Exercise Price shall be reduced to such
other lower issue price. For purposes of this adjustment, the issuance of any
security or debt instrument of the Company carrying the right to convert such
security or debt instrument into Common Stock or of any warrant, right or option
to purchase Common Stock shall result in an adjustment to the Exercise Price
upon the issuance of the above-described security, debt instrument, warrant,
right, or option and again at any time upon any subsequent issuances of shares
of Common Stock upon exercise of such conversion or purchase rights if such
issuance is at a price lower than the Exercise Price in effect upon such
issuance. The reduction of the Exercise Price described in this Section 3.5 is
in addition to the other rights of the Holder described in the Subscription
Agreement.

    


     

    4. Certificate as to
Adjustments.  In each case of any adjustment or readjustment in
the Exercise Price or the shares of Common Stock issuable on the exercise of the
Warrant, the Company at its expense will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment or readjustment
in accordance with the terms of the Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares of
Common Stock issued or sold or deemed to have been issued or sold, (b) the
number of shares of Common Stock outstanding or deemed to be outstanding, and
(c) the Exercise Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such adjustment or
readjustment and as adjusted or readjusted as provided in this
Warrant.  The Company will forthwith mail a copy of each such
certificate to the Holder and any Warrant agent of the Company (appointed
pursuant to Section 9 hereof).

     

    5. Reservation of Common Stock
Issuable on Exercise of Warrant.  The Company will at all times
reserve and keep available, solely for issuance and delivery on the exercise of
the Warrant, shares of Common Stock from time to time issuable on the exercise
of the Warrant.

     

    6. Conversion
Limitations.  The Corporation shall not effect any exercise of
this Warrant, and a Holder shall not have the right to convert any portion of
this Warrant, to the extent that after giving effect to the exercise set forth
on the applicable Exercise Notice, such Holder (together with such Holder’s
Affiliates, and any other person or entity acting as a group together with such
Holder or any of such Holder’s Affiliates) would beneficially own in excess of
the Beneficial Ownership Limitation (as defined below).  For purposes of
the foregoing sentence, the number of shares of Common Stock beneficially owned
by such Holder and its Affiliates shall include the number of shares of Common
Stock issuable upon exercise of this Warrant with respect to which such
determination is being made, but shall exclude the number of shares of Common
Stock which are issuable upon (A) exercise of the remaining, unexercised
Warrants beneficially owned by such Holder or any of its Affiliates and (B)
exercise or conversion of the unexercised or unconverted portion of any other
securities of the Corporation subject to a limitation on conversion or exercise
analogous to the limitation contained herein (including, without limitation, any
debentures or other warrants to purchase shares of Common Stock) beneficially
owned by such Holder or any of its Affiliates.  Except as set forth in the
preceding sentence, for purposes of this Section 6, beneficial ownership shall
be calculated in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder.  To the extent that the
limitation contained in this Section 6 applies, the determination of whether
this Warrant is exercisable (in relation to other securities owned by such
Holder together with any Affiliates) and of which shares of Common Stock into
which this Warrant is exercisable shall be in the sole discretion of such
Holder, and the submission of a Exercise Notice shall be deemed to be such
Holder’s determination of whether this Warrant may be exercised (in relation to
other securities owned by such Holder together with any Affiliates) and which
shares of Common Stock into which this Warrant is exercisable, in each case
subject to such aggregate percentage limitations. To ensure compliance with this
restriction, each Holder will be deemed to represent to the Corporation each
time it delivers an Exercise Notice that such form has not violated the
restrictions set forth in this paragraph and the Corporation shall have no
obligation to verify or confirm the accuracy of such
determination.  In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder.  For
purposes of this Section 6, in determining the number of outstanding shares of
Common Stock, a Holder may rely on the number of outstanding shares of Common
Stock as stated in the most recent of the following: (A) the Corporation’s most
recent Form 10-QSB or Form 10-KSB, as the case may be; (B) a public announcement
by the Corporation; or (C) a notice by the Corporation or the Corporation’s
transfer agent.  Upon the written or oral request of a Holder, the
Corporation shall within two Trading Days confirm orally and in writing to such
Holder the number of shares of Common Stock then outstanding.  In any case,
the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Corporation,
including this Warrant, by such Holder or its Affiliates since the date as of
which such number of outstanding shares of Common Stock was reported. The
“Beneficial Ownership Limitation” shall be 4.99% or 9.99% (depending on the
Holder’s blocker provision election set forth on such Holder’s signature page to
the Purchase Agreement) of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock
issuable upon exercise of this Warrant held by the Holder.  The Beneficial
Ownership Limitation provisions of this Section 6 may be waived by such Holder,
at the election of such Holder, upon not less than 61 days’ prior notice to the
Corporation, to change the Beneficial Ownership Limitation to 9.99%, if Holder’s
initial Beneficial Ownership Limitation was 4.99%, of the number of shares of
Common Stock outstanding immediately after giving effect to the issuance of
shares of Common Stock upon exercise of this Warrant held by the Holder, and the
provisions of this Section 6 shall continue to apply.  Upon such a
change by a Holder of the Beneficial Ownership Limitation from such 4.99%
limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not
be further waived by such Holder.  The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 6 to correct this paragraph (or any
portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation.
The limitations contained in this paragraph shall apply to a successor holder of
this Warrant.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    7. Assignment; Exchange of
Warrant.  Subject to compliance with applicable securities
laws, this Warrant, and the rights evidenced hereby, may be transferred by any
registered Holder hereof (a “Transferor”) in whole or in part.  On the
surrender for exchange of this Warrant, with the Transferor's endorsement in the
form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and
together with evidence reasonably satisfactory to the Company demonstrating
compliance with applicable securities laws, which shall include, without
limitation, the provision of a legal opinion from the Transferor's or Company’s
counsel (at the Company’s expense) that such transfer is exempt from the
registration requirements of applicable securities laws, and with payment by the
Transferor of any applicable transfer taxes) will issue and deliver to or on the
order of the Transferor thereof a new Warrant of like tenor, in the name of the
Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a “Transferee”), calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.

     

    8. Replacement of
Warrant.  On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction of this Warrant, on delivery of
an indemnity agreement or security reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     

    9. Warrant
Agent.  The Company may, by written notice to each Holder of
Warrants, appoint an agent for the purpose of issuing Common Stock on the
exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant
to Section 7, and replacing this Warrant pursuant to Section 8, or any of the
foregoing, and thereafter any such issuance, exchange or replacement, as the
case may be, shall be made at such office by such agent.

     

    10. Transfer on the Company's
Books.  Until this Warrant is transferred on the books of the
Company, the Company may treat the registered Holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the
contrary.

     

    11. Notices,
Etc.  All notices and other communications from the Company to
Holder shall be mailed by first class registered or certified mail, postage
prepaid, or sent via facsimile, at such address or facsimile number as may have
been furnished to the Company in writing by such Holder or, until any such
Holder furnishes to the Company an address or facsimile number, then to, and at
the address or facsimile number of, the last Holder of this Warrant who has so
furnished an address or facsimile number to the Company.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    12. Miscellaneous.  This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought. This Warrant shall
be governed by and construed in accordance with the laws of State of New York
without regard to principles of conflicts of laws.  Any action brought
concerning the transactions contemplated by this Warrant shall be brought only
in the state courts of New York or in the federal courts located in the state of
New York; provided, however, that the Holder may choose to waive this provision
and bring an action outside the state of New York.  The individuals
executing this Warrant on behalf of the Company agree to submit to the
jurisdiction of such courts and waive trial by jury.  The prevailing
party shall be entitled to recover from the other party its reasonable
attorney's fees and costs.  In the event that any provision of this
Warrant is invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law.  Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of this Warrant.  The headings in this Warrant are
for purposes of reference only, and shall not limit or otherwise affect any of
the terms hereof.  The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provision hereof.  The Company acknowledges that legal counsel
participated in the preparation of this Warrant and, therefore, stipulates that
the rule of construction that ambiguities are to be resolved against the
drafting party shall not be applied in the interpretation of this Warrant to
favor any party against the other party.

     

    13. Registration
Rights. The shares of Common Stock issuable upon exercise of this
Warrant are entitled to the “piggyback” registration rights set forth in the
Subscription Agreement.  All terms, representations, warranties and
covenants of the Subscription Agreement are incorporated by reference
herein.

     

    

      

    

     

      1 Equal
the aggregate face amount of the debenture subscribed for by the Holder divided
by the conversion price of the debenture.

       

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.

     

    
 

    
      
        	 	      
                HEALTHCARE
      PROVIDERS DIRECT INC.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	Name: 	      
                Norman
      Proulx

              	 
	 	Title:	      
                Chief
      Executive Officer

              	 
	 	 	 	 


      



    


    



    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    FORM
OF SUBSCRIPTION

     

    (To Be
Signed Only On Exercise Of Warrant)

     

    


    TO:          HEALTHCARE
PROVIDERS DIRECT INC.

    


    


    


    Attention: Chief Executive
Officer

    


    The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase ________ shares of the Common
Stock covered by such Warrant.

     

    The
undersigned herewith makes payment of the full Exercise Price for such shares at
the price per share provided for in such Warrant, which is
$___________.  Such payment takes the form of $__________ in lawful
money of the United States.

     

    The
undersigned requests that the certificates for such shares be issued in the name
of, and delivered to ______________________________________________ whose
address is
___________________________________________________________________________.

     

    Please
issue a new Warrant for the unexercised portion of the attached Warrant in the
name of the undersigned or in such other name as is specified
below:

     

    The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act of 1933,
as amended (the “Securities Act”) or pursuant to an exemption from registration
under the Securities Act.

     

    
      	
              Dated:

            	 
      	 
      	 
      
	 
      	 
      	
              (Signature
      must conform to name of Holder as specified on the face of the
      Warrant)

            
	 
      	 
      	 
      
	 
      	 
      	
              Address:

            	 
      
	 
      	 
      	 
      	 
      


    

    


    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    


    EXHIBIT
B

     

    FORM
OF TRANSFEROR ENDORSEMENT

     

    (To Be
Signed Only On Transfer Of Warrant)

     

               For
value received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of Healthcare Providers Direct Inc. into which the within Warrant relates
specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of National
Investment Managers Inc. with full power of substitution in the
premises.  Please issue a new Warrant for the portion of the attached
Warrant that has not been transferred in the name of the undersigned or in such
other name as is specified below:

    


    ________________________

    ________________________

    ________________________

    


     

    
      	
               

              Transferees

            	 
      	
               

              Address

            	 
      	
              Percentage

              Transferred

            	 
      	
              Number
      Transferred

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    
      	
              Dated:

            	 
      	 
      	 
      
	 
      	 
      	
              (Signature
      must conform to name of Holder as specified on the face of the
      Warrant)

            
	 
      	 
      	 
      
	 
      	 
      	
              Address:

            	 
      
	 
      	 
      	 
      	 
      


    

    


    
      	 
      	
              SIGNED
      IN THE PRESENCE OF:

            
	 
      	 
      
	 
      	 
      
	 
      	
              (Name)

            
	
              ACCEPTED
      AND AGREED:

            	 
      
	
              [TRANSFEREE]

            	 
      
	 
      	 
      
	
              (Name)

            	 
      


    

    
 

    B-1