PROMISSORY NOTE

$___________                                                  New York, New York
                                                                 January 2, 2007

      National Investment Managers Inc., a Florida corporation (the "Maker"),
for value received, hereby promises to pay to _____________ (the "Holder"), the
principal sum of ________________ (the "Principal") Dollars in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, which shall be payable
on March 2, 2009; provided, however, the Principal may be adjusted pursuant to
Section 2.3 of the Stock Purchase Agreement entered by and between National
Investment Managers Inc., Benefit Dynamics, Inc., Jo Ann Massanova and Carmen
Laverghetta dated January 2, 2007. Maker further promises to pay interest on the
unpaid principal balance hereof at the rate of six percent (6%) per annum,
principal and interest on the outstanding balance to be paid annually. Interest
shall be calculated on the basis of a 360 day year and actual days elapsed. In
no event shall the interest charged hereunder exceed the maximum permitted under
the laws of the State of New York.

      This Note can be prepaid in whole or in part at any time without the
consent of the Holder provided that Maker shall pay all accrued interest on the
principal so prepaid to date of such prepayment.

      The entire unpaid principal balance of this Note and interest accrued with
respect thereto shall be immediately due and payable upon the occurrence of any
of the following (each, an "Event of Default"):

      a. Application for, or consent to, the appointment of a receiver, trustee
or liquidator for Maker or of its property;

      b. Admission in writing of the Maker's inability to pay its debts as they
mature;

      c. General assignment by the Maker for the benefit of creditors;

      d. Filing by the Maker of a voluntary petition in bankruptcy or a petition
or an answer seeking reorganization, or an arrangement with creditors;

      e. Entering against the Maker of a court order approving a petition filed
against it under the federal bankruptcy laws, which order shall not have been
vacated or set aside or otherwise terminated within 60 days; or

      f. Default in the payment of the principal or accrued interest on this
Note, when and as the same shall become due and payable, whether by acceleration
or otherwise, which such default has not been cured within thirty (30) of the
Holder notifying the Maker in writing of such default;

      All rights and remedies available to the Holder pursuant to the provisions
of applicable law and otherwise are cumulative, not exclusive and enforceable
alternatively, successively and/or concurrently after default by Maker pursuant
to the provisions of this Note.


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      This Note may not be changed, modified or terminated orally, but only by
an agreement in writing, signed by the party to be charged.

      This Note shall be governed by and construed in accordance with the laws
of the State of New York and shall be binding upon the successors, endorsees or
assigns of the Maker and inure to the benefit of the Holder, its successors,
endorsees and assigns.

      The Maker hereby irrevocably consents to the jurisdiction of the courts
located in New York City, in the State of New York and the United States
District Court for the Southern District of New York in connection with any
action or proceeding arising out of or relating to this Note. If any term or
provision of this Note shall be held invalid, illegal or unenforceable, the
validity of all other terms and provisions hereof shall in no way be affected
thereby.

                                        NATIONAL INVESTMENT MANAGERS INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


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