THIRD OMNIBUS AMENDMENT AND WAIVER

      This THIRD OMNIBUS AMENDMENT AND WAIVER (this "Third Amendment"), dated as
of July 31, 2007, is entered into by and between NATIONAL  INVESTMENT  MANAGERS,
INC., a Florida  corporation  (the  "Company"),  and LAURUS MASTER FUND, LTD., a
Cayman Islands company  ("Laurus"),  for the purpose of amending,  restating and
waiving certain terms of (a) that certain Secured  Convertible  Term Note, dated
as of March 9, 2005 (as amended, modified or supplemented from time to time, the
"March Note"); (b) that certain Securities Purchase Agreement, dated as of March
9, 2005 (as  amended,  modified or  supplemented  from time to time,  the "March
Purchase Agreement");  (c) the other Related Agreements, as such term is defined
in the March  Purchase  Agreement  (together  with the March  Note,  the  "March
Related  Agreements");  (d) that certain  Secured Term Note dated as of November
30, 2005 (as amended,  modified or supplemented from time to time, the "November
Note"); (e) that certain Securities Purchase Agreement, dated as of November 30,
2005 (as amended,  modified or  supplemented  from time to time,  the  "November
Purchase Agreement");  (f) the other Related Agreements, as such term is defined
in the  November  Purchase  Agreement  (together  with the  November  Note,  the
"November Related Agreements"),  (g) that certain Securities Purchase Agreement,
dated as of May 30, 2006 (as amended,  modified,  or  supplemented  from time to
time, the "May Purchase  Agreement");  (h) that certain Secured  Non-Convertible
Term Note dated as of May 30, 2006 (the "May Note");  and (i) the other  Related
Agreements, as such term is defined in the May Purchase Agreement (together with
the May Note,  the "May  Related  Agreements").  Capitalized  terms used  herein
without  definition  shall  have  the  meanings  ascribed  to such  terms in the
applicable March Purchase Agreement, March Related Agreements, November Purchase
Agreement,  November Related  Agreements,  May Purchase Agreement or May Related
Agreement (collectively, the "Transaction Documents").

      WHEREAS, the Company and Laurus have agreed to make certain changes to the
Transaction Documents as set forth herein.

      NOW,  THEREFORE,  in  consideration  of the above,  and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

AMENDMENTS

      1.  Laurus and the  Company  hereby  agree that the  Company  shall not be
required  to pay the  principal  portion  of any  Monthly  Principal  Amount (as
defined in the March Note) due on the first business day of May 2007, June 2007,
July 2007,  August 2007 and  September  2007) on such dates  (collectively,  the
"March  Postponed  Principal");  provided  that,  the aggregate  amount of March
Postponed  Principal  shall be paid in full on October  1, 2007 (the  "Postponed
Principal  Due Date"),  together  with all other amounts due and payable on such
date  under the March  Purchase  Agreement  and the  March  Related  Agreements.
Monthly  Principal  Amount  payments  shall resume  pursuant to the terms of the
March Note on October 1, 2007.

      2.  Laurus and the  Company  hereby  agree that the  Company  shall not be
required  to pay the  principal  portion  of any  Monthly  Principal  Amount (as
defined in the November  Note) due on the first  business day of May 2007,  June
2007, July 2007,  August 2007 and September  2007) on such dates  (collectively,
the "November  Postponed  Principal");  provided that,  the aggregate  amount of
November  Postponed  Principal shall be paid in full on the Postponed  Principal
Due Date, together with all other amounts due and payable on such date under the
November  Purchase  Agreement  and  the  November  Related  Agreements.  Monthly
Principal  Amount  payments  shall resume  pursuant to the terms of the November
Note on October 1, 2007.

<PAGE>

      3.  Laurus and the  Company  hereby  agree that the  Company  shall not be
required  to pay the  principal  portion  of any  Monthly  Principal  Amount (as
defined in the May Note) due on the first  business day of May 2007,  June 2007,
July 2007, August 2007 and September 2007) on such dates (collectively, the "May
Postponed  Principal");  provided  that,  the aggregate  amount of May Postponed
Principal  shall be paid in full on the Postponed  Principal Due Date,  together
with all other  amounts  due and  payable  on such date  under the May  Purchase
Agreement and the May Related  Agreements.  Monthly  Principal  Amount  payments
shall resume pursuant to the terms of the May Note on October 1, 2007.

      4. As  consideration  for the additional  agreements set forth in Sections
1-3 of this Third Amendment,  the Company shall make a cash payment to Laurus on
August 1, 2007 of $86,608.93.


MISCELLANEOUS

      5. Laurus  understands  that the Company has an affirmative  obligation to
make prompt public disclosure of material  agreements and material amendments to
such agreements. The Company hereby covenants to report the terms and provisions
of this  Amendment on a current report on Form 8-K within five (5) business days
of the date hereof.

      6. Each amendment and waiver set forth herein shall be effective as of the
date first above written (the "Amendment  Effective Date") on the date when each
of the  Company  and  Laurus  shall have  executed  and the  Company  shall have
delivered to Laurus its respective counterpart to this Amendment.

      7. Except as specifically set forth in this Amendment,  there are no other
amendments,  modifications or waivers to the Transaction  Documents,  and all of
the other forms,  terms and provisions of the  Transaction  Documents  remain in
full force and effect.  To the extent that the terms of this Amendment  conflict
with the terms of any of the Transaction  Documents or any previous  Amendments,
the terms of this Amendment shall govern.

      8. The Company hereby  represents and warrants to Laurus that after giving
effect  to  this  Amendment:  (i)  on  the  date  hereof,  all  representations,
warranties and covenants made by the Company in connection  with the Transaction
Documents are true,  correct and complete;  and (ii) on the date hereof,  all of
the  Company's  and its  Subsidiaries'  covenant  requirements  set forth in the
Transaction Documents have been met.

      9. From and after the  Amendment  Effective  Date,  any  references to any
Transaction  Document  shall be  deemed  to be  references  to such  Transaction
Document as modified hereby.

      10. This  Amendment  shall be binding  upon the  parties  hereto and their
respective  successors  and permitted  assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and their respective successors
and  permitted  assigns.  THIS  AMENDMENT  SHALL BE  CONSTRUED  AND  ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment
may be  executed  in any  number  of  counterparts,  each of  which  shall be an
original, but all of which shall constitute one instrument.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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<PAGE>


      IN WITNESS  WHEREOF,  each of the  Company  and  Laurus  has  caused  this
Amendment to be signed in its name effective as of this 31st day of July 2007.



                                   NATIONAL INVESTMENT MANAGERS INC.


                                   By:/s/Steve Ross
                                      -------------
                                   Name:  Steve Ross
                                   Title: CEO

                                   LAURUS MASTER FUND, LTD.


                                   By:/e/Eugene Grin
                                      --------------
                                   Name:  Eugene Grin
                                   Title: Managing Director



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