THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE  UPON EXERCISE
      OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE
      COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
      OFFERED FOR SALE,  OR  HYPOTHECATED  IN THE ABSENCE OF AN  EFFECTIVE
      REGISTRATION  STATEMENT  AS TO THIS  WARRANT  AND THE  COMMON  STOCK
      ISSUABLE  UPON  EXERCISE  OF THIS  WARRANT  UNDER  SAID  ACT AND ANY
      APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY  TO  NATIONAL   INVESTMENT   MANAGERS  INC.  THAT  SUCH
      REGISTRATION IS NOT REQUIRED.

             Right to Purchase up to ____ Shares of Common Stock of
                        National Investment Managers Inc.
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No.: EW _________________                             Issue Date: ________, 2006

      NATIONAL INVESTMENT MANAGERS INC., a corporation  organized under the laws
of the State of Florida  ("NIM"),  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 _____ 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 NIM and any  corporation  which
      shall succeed, or assume the obligations of, NIM 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.

<PAGE>

      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.

            1.2 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
<PAGE>

      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. 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
<PAGE>

            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 4. 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  4) 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 4)
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
<PAGE>

      4.  Certificate  as to  Adjustments.  In each  case of any  adjustment  or
readjustment  in 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


                                       5
<PAGE>

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%
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% 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.

      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.


                                       6
<PAGE>

      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.

      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.


                                       7
<PAGE>

      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.

                                           NATIONAL INVESTMENT MANAGERS INC.


                                           By:    ______________________________
                                           Name:  ______________________________
                                           Title: ______________________________


                                       8
<PAGE>

                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)

TO:   NATIONAL INVESTMENT MANAGERS INC.

      Attention: Chief Financial 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 ___________________________________________________________________________.

      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
<PAGE>

                                    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  National  Investment  Managers  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.

                                                    Percentage      Number
Transferees               Address                   Transferred     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