Unassociated Document


    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.:
                AC 2007-________

            	
              Issue
                Date:  ________, 2007

            


    

    


    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 __________, 2012 (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 $0.50, (“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”), shares of
                Common Stock of the Company, subject to adjustment pursuant to Sections
                4
                and 5.

            


    

     

    
      
        

      

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

      

    

    
      
         

      

      
        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

        
          

        

      

      
         

      

    

    
      	
              1.5  

            	
              Buy-In.  In
                addition to any other rights available to the Holder, if the Company
                fails
                for any reason to deliver to the Holder such certificate or certificates
                pursuant to Section 2 by the third business day after the exercise
                of this
                Warrant, and if after such third business day the Holder is required
                by
                its brokerage firm to purchase (in an open market transaction or
                otherwise) Common Stock to deliver in satisfaction of a sale by such
                Holder of the Conversion Shares which the Holder anticipated receiving
                upon such conversion (a “Buy-In”), then the Company shall (A) pay in cash
                to the Holder (in addition to any remedies available to or elected
                by the
                Holder) the amount by which (x) the Holder's total purchase price
                (including brokerage commissions, if any) for the Common Stock so
                purchased exceeds (y) the product of (1) the aggregate number of
                shares of
                Common Stock that such Holder anticipated receiving from the conversion
                at
                issue multiplied by (2) the actual sale price of the Common Stock
                at the
                time of the sale (including brokerage commissions, if any) giving
                rise to
                such purchase obligation and (B) at the option of the Holder, either
                reissue Warrants for the number of shares equal to the number of
                shares
                for which this Warrant was exercised or deliver to the Holder the
                number
                of shares of Common Stock that would have been issued had the Company
                timely complied with its delivery requirements under Section
                2.  For example, if the Holder purchases Common Stock having a
                total purchase price of $11,000 to cover a Buy-In with respect to
                an
                attempted exercise of this Warrant with respect to which the actual
                sale
                price of the shares of Common Stock at the time of the sale (including
                brokerage commissions, if any) giving rise to such purchase obligation
                was
                a total of $10,000 under clause (A) of the immediately preceding
                sentence,
                the Company shall be required to pay the Holder $1,000.  The
                Holder shall provide the Company written notice indicating the amounts
                payable to the Holder in respect of the
                Buy-In.

            


    

     

    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 three (3) 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.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    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.

            


    

     

    
      	
              3.2  

            	
              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.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
      	
              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.

            


      	 	 


      	3.5 	
              Share
                Issuance Below Exercise
                Price.  Except for an Excepted Issuance (as defined in the
                Subscription Agreement), 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

        
          

        

      

      
         

      

    

    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.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    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.

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    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 registration rights set forth in the Subscription Agreement.  All
      terms, representations, warranties and covenants of the Subscription Agreement
      are incorporated by reference herein.

     

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

     

    
      	 	 	 
	 	
              HEALTHCARE
                PROVIDERS DIRECT INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ 
	 	
              

              
                Name:
Title:

            
	 	 


    

     

     

    


    


    
      
         

      

      
        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:

            	 
	 	 	 	 


    

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    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)