FORM OF WARRANT

      THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD
      OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE
      TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                      NATIONAL MANAGEMENT CONSULTING, INC.

                          COMMON STOCK PURCHASE WARRANT

      1. Issuance; Certain Definitions. In consideration of good and valuable
consideration, the receipt of which is hereby acknowledged by NATIONAL
MANAGEMENT CONSULTING, INC., a Delaware corporation (the "Company"),_________,
or registered assigns (the "Holder") is hereby granted the right to purchase at
any time until 5:00 P.M., New York City time, on July, 2005 (the "Expiration
Date"),_________ (_____________) fully paid and nonassessable shares of the
Company's Common Stock, no par value per share (the "Common Stock"), at an
initial exercise price per share (the "Exercise Price") of $1.50 per share,
subject to further adjustment as set forth herein.

      2. Exercise of Warrants.

            2.1 General.

            (a) This Warrant is exercisable in whole or in part at any time and
from time to time. Such exercise shall be effectuated by submitting to the
Company (either by delivery to the Company or by facsimile transmission as
provided in Section 8 hereof) a completed and duly executed Notice of Exercise
(substantially in the form attached to this Warrant Certificate) as provided in
this paragraph. The date such Notice of Exercise is faxed to the Company shall
be the "Exercise Date," provided that the Holder of this Warrant tenders this
Warrant Certificate to the Company within five (5) business days thereafter. The
Notice of Exercise shall be executed by the Holder of this Warrant and shall
indicate the number of shares then being purchased pursuant to such exercise.
Upon surrender of this Warrant Certificate, together with appropriate payment of
the Exercise Price for the shares of Common Stock purchased, the Holder shall be
entitled to receive a certificate or certificates for the shares of Common Stock
so purchased.

            (b) If the Notice of Exercise form elects a "cash" exercise, the
Exercise Price per share of Common Stock for the shares then being exercised
shall be payable in cash or by certified or official bank check.

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            (c) The Holder shall be deemed to be the holder of the shares
issuable to it in accordance with the provisions of this Section 2.1 on the
Exercise Date.

            2.2 Limitation on Exercise. Notwithstanding the provisions of this
Warrant, the Agreement or of the other Transaction Agreements, in no event
(except (i) as specifically provided in this Warrant as an exception to this
provision, (ii) while there is outstanding a tender offer for any or all of the
shares of the Company's Common Stock, or (iii) at the Holder's option, on at
least sixty-five (65) days' advance written notice from the Holder) shall the
Holder be entitled to exercise this Warrant, or shall the Company have the
obligation to issue shares upon such exercise of all or any portion of this
Warrant to the extent that, after such exercise the sum of (1) the number of
shares of Common Stock beneficially owned by the Holder and its affiliates
(other than shares of Common Stock which may be deemed beneficially owned
through the ownership of the unexercised portion of the Warrants or other rights
to purchase Common Stock or through the ownership of the unconverted portion of
the Debentures or other convertible securities), and (2) the number of shares of
Common Stock issuable upon the exercise of the Warrants with respect to which
the determination of this proviso is being made, would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the outstanding
shares of Common Stock (after taking into account the shares to be issued to the
Holder upon such exercise). For purposes of the proviso to the immediately
preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), except as otherwise provided in clause (1) of such sentence. The Holder,
by its acceptance of this Warrant, further agrees that if the Holder transfers
or assigns any of the Warrants to a party who or which would not be considered
such an affiliate, such assignment shall be made subject to the transferee's or
assignee's specific agreement to be bound by the provisions of this Section 2.2
as if such transferee or assignee were the original Holder hereof.

      3. Reservation of Shares. The Company hereby agrees that at all times
during the term of this Warrant there shall be reserved for issuance upon
exercise of this Warrant such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant (the "Warrant Shares").

      4. Mutilation or Loss of Warrant. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) receipt of reasonably
satisfactory indemnification, and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant
shall thereupon become void.

      5. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.

<PAGE>

      6. Protection Against Dilution and Other Adjustments.

            6.1 Adjustment Mechanism. If an adjustment of the Exercise Price is
required pursuant to Section 6.2, the Holder shall be entitled to purchase such
number of additional shares of Common Stock as will cause (i) the total number
of shares of Common Stock Holder is entitled to purchase pursuant to this
Warrant, multiplied by (ii) the adjusted Exercise Price per share, to equal
(iii) the dollar amount of the total number of shares of Common Stock Holder is
entitled to purchase before adjustment multiplied by the total Exercise Price
before adjustment.

            6.2 Capital Adjustments. In case of any stock split or reverse stock
split, stock dividend, reclassification of the Common Stock, recapitalization,
merger or consolidation, or like capital adjustment affecting the Common Stock
of the Company, the provisions of this Section 6 shall be applied as if such
capital adjustment event had occurred immediately prior to the date of this
Warrant and the original Exercise Price had been fairly allocated to the stock
resulting from such capital adjustment; and in other respects the provisions of
this Section shall be applied in a fair, equitable and reasonable manner so as
to give effect, as nearly as may be, to the purposes hereof. A rights offering
to stockholders shall be deemed a stock dividend to the extent of the bargain
purchase element of the rights.

            6.3 Adjustment for Spin Off. If, for any reason, prior to the
exercise of this Warrant in full, the Company spins off or otherwise divests
itself of a part of its business or operations or disposes all or a part of its
assets in a transaction (the "Spin Off") in which the Company does not receive
compensation for such business, operations or assets, but causes securities of
another entity (the "Spin Off Securities") to be issued to security holders of
the Company, then

            (a) the Company shall cause (i) to be reserved Spin Off Securities
      equal to the number thereof which would have been issued to the Holder had
      all of the Holder's unexercised Warrants outstanding on the record date
      (the "Record Date") for determining the amount and number of Spin Off
      Securities to be issued to security holders of the Company (the
      "Outstanding Warrants") been exercised as of the close of business on the
      trading day immediately before the Record Date (the "Reserved Spin Off
      Shares"), and (ii) to be issued to the Holder on the exercise of all or
      any of the Outstanding Warrants, such amount of the Reserved Spin Off
      Shares equal to (x) the Reserved Spin Off Shares

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      multiplied by (y) a fraction, of which (I) the numerator is the amount of
      the Outstanding Warrants then being exercised, and (II) the denominator is
      the amount of the Outstanding Warrants; and

            (b) the Exercise Price on the Outstanding Warrants shall be adjusted
      immediately after consummation of the Spin Off by multiplying the Exercise
      Price by a fraction (if, but only if, such fraction is less than 1.0), the
      numerator of which is the average Closing Bid Price of the Common Stock
      for the five (5) trading days immediately following the fifth trading day
      after the Record Date, and the denominator of which is the average Closing
      Bid Price of the Common Stock on the five (5) trading days immediately
      preceding the Record Date; and such adjusted Exercise Price shall be
      deemed to be the Exercise Price with respect to the Outstanding Warrants
      after the Record Date.

      7. Transfer to Comply with the Securities Act; Registration Rights.

            7.1 Transfer. This Warrant has not been registered under the
Securities Act of 1933, as amended, (the "Act") and has been issued to the
Holder for investment and not with a view to the distribution of either the
Warrant or the Warrant Shares. Except for transfers to officers, employees and
affiliates of the Holder, neither this Warrant nor any of the Warrant Shares or
any other security issued or issuable upon exercise of this Warrant may be sold,
transferred, pledged or hypothecated in the absence of an effective registration
statement under the Act relating to such security or an opinion of counsel
satisfactory to the Company that registration is not required under the Act.
Each certificate for the Warrant, the Warrant Shares and any other security
issued or issuable upon exercise of this Warrant shall contain a legend on the
face thereof, in form and substance satisfactory to counsel for the Company,
setting forth the restrictions on transfer contained in this Section.

            7.2 Registration Rights. (a) The Company agrees to register the
Warrant Shares in a Registration Statement to be filed pursuant to that certain
Registration Rights Agreement dated July ,2003 and the other terms and
conditions thereof with respect to the Warrant Shares, including, but not
necessarily limited to, the Company's commitment to file a registration
statement including the Warrant Shares, to have the registration of the Warrant
Shares completed and effective, and to maintain such registration, are
incorporated herein by reference.

            (b) In addition to the registration rights referred to in the
preceding provisions of Section 7.2(a), effective after the expiration of the
effectiveness of the Registration Statement as contemplated by the Registration
Rights Agreement, the Holder shall have piggy-back registration rights with
respect to the Warrant Shares then held by the Holder or then subject to
issuance upon exercise of this Warrant (collectively, the "Remaining Warrant
Shares"), subject to the conditions set forth below. If, at any time after the
Registration Statement has ceased to be effective, the Company participates
(whether voluntarily or by reason of an obligation to a third party) in the
registration of any shares of the Company's stock (other than a registration on
Form S-4, S-8 or successor form), the Company shall give written notice thereof
to the Holder and the Holder shall have the right, exercisable within ten (10)
business days after receipt of such notice, to demand inclusion of all or a
portion of the Holder's Remaining Warrant Shares in such registration statement.
If the Holder

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exercises such election, the Remaining Warrant Shares so designated shall be
included in the registration statement at no cost or expense to the Holder
(other than any costs or commissions which would be borne by the Holder under
the terms of the Registration Rights Agreement). The Holder's rights under this
Section 7 shall expire at such time as the Holder can sell all of the Remaining
Warrant Shares under Rule 144 without volume or other restrictions or limit.

      8. Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified, registered or
express mail, postage pre-paid. Any such notice shall be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission,
or, if mailed, two days after the date of deposit in the United States mails, as
follows:

            (i) if to the Company, to:

                  NATIONAL MANAGEMENT CONSULTING, INC.
                  545 Madison Avenue 6th Floor
                  New York, New York 10022
                  ATT: Steven Horowitz
                  Telephone No.: (516)-683-1500
                  Telecopier No.:

            with a copy to:

                  Sommer & Schneider, LLP
                  595 Stewart Avenue, Suite 710
                  Garden City, New York 11530

                  Attn: Herbert Sommer
                  Telephone Number: (516)-228-8181
                  Telecopier Number: (516)-908-4000

            (ii) if to the Holder, to:

                  Fax:

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            with a copy to:

                  Krieger & Prager LLP, Esqs.
                  39 Broadway
                  Suite 1440
                  New York, NY 10006
                  Attn: Samuel M. Krieger, Esq.
                  Telephone No.: (212) 363-2900
                  Telecopier No.  (212) 363-2999

Any party may be notice given in accordance with this Section to the other
parties designate another address or person for receipt of notices hereunder.

      9. Supplements and Amendments; Whole Agreement. This Warrant may be
amended or supplemented only by an instrument in writing signed by the parties
hereto. This Warrant contains the full understanding of the parties hereto with
respect to the subject matter hereof and thereof and there are no
representations, warranties, agreements or understandings other than expressly
contained herein and therein.

      10. Governing Law. This Warrant shall be deemed to be a contract made
under the laws of the State of New York for contracts to be wholly performed in
such state and without giving effect to the principles thereof regarding the
conflict of laws. Each of the parties consents to the jurisdiction of the
federal courts and state courts whose districts encompass New York County, State
of New York sitting in the City of New York in connection with any dispute
arising under this Warrant and hereby waives, to the maximum extent permitted by
law, any objection, including any objection based on forum non conveniens, to
the bringing of any such proceeding in such jurisdictions.

      11. Jury Trial Waiver. The Company and the Holder hereby waive a trial by
jury in any action, proceeding or counterclaim brought by either of the Parties
hereto against the other in respect of any matter arising out or in connection
with this Warrant.

      12. Counterparts. This Warrant may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

      13. Descriptive Headings. Descriptive headings of the several Sections of
this Warrant are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of
the ___th day of July __, 2003.

                                        National Management Consulting, Inc..

                                        By:_____________________________________
                                           Steven Horowitz
                                           Title:President

<PAGE>

                          NOTICE OF EXERCISE OF WARRANT

      The undersigned hereby irrevocably elects to exercise the right,
represented by the Warrant Certificate dated as of ______, ______, to purchase
______ shares of the Common Stock,___ par value, of NATIONAL MANAGEMENT
CONSULTING, INC. and tenders herewith payment in accordance with Section 1 of
said Common Stock Purchase Warrant.

_       CASH: $___________________________ =  (Exercise Price x Exercise Shares)

                 Payment is being made by:
                          enclosed check
                          _        wire transfer
                          _        other

      It is the intention of the Holder to comply with the provisions of Section
2.2 of the Warrant regarding certain limits on the Holder's right to exercise
thereunder. Based on the analysis on the attached Worksheet Schedule, the Holder
believe this exercise complies with the provisions of said Section 2.2.
Nonetheless, to the extent that, pursuant to the exercise effected hereby, the
Holder would have more shares than permitted under said Section, this notice
should be amended and revised, ab initio, to refer to the exercise which would
result in the issuance of shares consistent with such provision. Any exercise
above such amount is hereby deemed void and revoked.

<PAGE>

        Please deliver the stock certificate to:

Dated:

[Name of Holder]

By:

<PAGE>

                          NOTICE OF EXERCISE OF WARRANT
                               WORKSHEET SCHEDULE

1. Current Common Stock holdings of Holder and Affiliates          _____________

2. Shares to be issued on current exercise                         _____________

3. Other shares eligible to be acquired without restriction        _____________

4. Total [sum of Lines 1 through 3]                                _____________

5. Outstanding    shares of Common Stock                           _____________

6. Adjustments to Outstanding

        a. Shares from Line 1 not included in Line 5     ____________

        b. Shares to be issued per Line 2                ____________

        c. Total Adjustments [Lines 6a and 6b]                     _____________

7. Total Adjusted Outstanding [Lines 5 plus 6c]                    _____________

8. Holder's Percentage [Line 4 divided by Line 7]                  ____________%

[Note: Line 8 not to be above 4.99%]