SECURED NON-CONVERTIBLE TERM NOTE

            FOR VALUE RECEIVED, NATIONAL INVESTMENT MANAGERS INC., a Florida
corporation (the "COMPANY"), promises to pay to LAURUS MASTER FUND, LTD., c/o
M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church
Street, George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the
"HOLDER") or its registered assigns or successors in interest, the sum of Seven
Million Dollars ($7,000,000), together with any accrued and unpaid interest
hereon, on May 30, 2010 (the "MATURITY DATE") if not sooner paid. The original
principal amount of this Secured Non-Convertible Term Note subject to amortizing
payments pursuant to Section 1.3 hereof is hereinafter referred to as the
"AMORTIZING PRINCIPAL AMOUNT" and the remaining original principal amount of
this Secured Non-Convertible Term Note is hereinafter referred to as the
"NON-AMORTIZING PRINCIPAL AMOUNT." The Amortizing Principal Amount and the
Non-Amortizing Principal Amount are collectively referred to herein as the
"PRINCIPAL AMOUNT".

            Capitalized terms used herein without definition shall have the
meanings ascribed to such terms in that certain Securities Purchase Agreement
dated as of the date hereof by and between the Company and the Holder (as
amended, modified and/or supplemented from time to time, the "PURCHASE
AGREEMENT").

            The Principal Amount of this Secured Non-Convertible Term Note that
is contained in the Restricted Account (as defined in the Restricted Account
Agreement referred to in the Purchase Agreement) on the date of the issuance of
this Secured Non-Convertible Term Note is $7,000,000.

            The following terms shall apply to this Secured Non-Convertible Term
Note (this "NOTE"):

                                   ARTICLE I
                         CONTRACT RATE AND AMORTIZATION

            1.1 Contract Rate. Subject to Sections 3.2 and 4.10, interest
payable on the outstanding Principal Amount of this Note shall be calculated on
the basis of a 360 day year and shall accrue at a rate per annum equal to up to
seventeen and one-half percent (17 1/2%) (the "CONTRACT RATE"), payable as
follows:

            (a) Interest in the amount of ten percent (10%) per annum (the "10%
INTEREST TRANCHE") shall accrue but not be payable during the period commencing
on the date hereof and ending on May 30, 2006. The 10% Interest Tranche shall be
payable monthly, in arrears, commencing on July 1, 2006 and on the first day of
each consecutive calendar month thereafter (each, a "REPAYMENT DATE") through
and including the Maturity Date, and on the Maturity Date, whether by
acceleration or otherwise. On each Repayment Date, amounts payable by the
Company under the 10% Interest Tranche shall be reduced by the dollar amount of
interest earned on funds on deposit in the Restricted Account at North Fork Bank
pursuant to the Restricted Account Agreement.

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            (b) Interest in the amount of seven and one-half percent (7.5%) per
annum (the "7.5% INTEREST TRANCHE") shall accrue on funds that are released to
Borrower from the Restricted Account (each, a "RELEASED AMOUNT"), commencing on
the date of release of such funds ( each such date referred to as a "RELEASE
DATE"). The 7.5% Interest Tranche shall be payable monthly in arrears on each
Released Amount commencing on the Release Date to which such Released Amount
relates and on each Repayment Date thereafter and on the Maturity Date, whether
by acceleration or otherwise or, in the event of the redemption of all or any
portion of the Principal Amount, accrued interest on the amount so redeemed
shall be paid on the date of redemption. Notwithstanding the foregoing, the
Borrower may elect, in lieu of paying the 7.5% Interest Tranche on a given
Repayment Date, to add the amount of the 7.5% Interest Tranche that is due on
such Repayment Date to the Principal Amount (such added amount, the "7.5%
INTEREST AMOUNT"). If the Borrower elects to add the 7.5% Interest Amount to the
Principal Amount outstanding on a given Repayment Date, then the Borrower shall
give written notice to the Holder of such election, which notice shall be
received by the Holder no later than three (3) business days prior to such
Repayment Date.

            1.2 Contract Rate Payments. The Contract Rate shall be calculated on
the last business day of each calendar month hereafter until the Maturity Date.

            1.3 Principal Payments. Amortizing payments of the aggregate
Principal Amount outstanding under this Note at any time and not contained in
the Restricted Account (as defined in the Restricted Account Agreement) shall be
made by the Company commencing on April 1, 2007 and on the first business day of
each succeeding month thereafter through and including the Maturity Date (each,
an "AMORTIZATION DATE"). In the event that the Release Date has not occurred by
March 31, 2007, the funds in the Restricted Account may be returned to the
Holder at the Holder's sole discretion. Commencing on the first Amortization
Date, the Company shall make monthly payments of principal to the Holder on each
Amortization Date, each such payment in the amount of (a) $116,666.67, if all
funds in the Restricted Account have been released as of the first Amortization
Date, or (b) one-sixtieth of the aggregate of amounts released from the
Restricted Account if less than all funds in the Restricted Account have been
released (the "MONTHLY PRINCIPAL AMOUNT"), together with any accrued and unpaid
interest on such portion of the Amortizing Principal Amount plus any and all
other unpaid amounts which are then owing under this Note, the Purchase
Agreement and/or any other Related Agreement (collectively, the "MONTHLY
AMOUNT"). Any outstanding Principal Amount together with any accrued and unpaid
interest and any and all other unpaid amounts which are then owing by the
Company to the Holder under this Note, the Purchase Agreement and/or any other
Related Agreement shall be due and payable on the Maturity Date.

                                   ARTICLE II
                                   REDEMPTION

            2.1 Optional Redemption of Amortizing Principal Amount. The Company
may prepay outstanding Amortizing Principal Amount, in whole or in part, (the
"OPTIONAL AMORTIZING REDEMPTION") by paying to the Holder a sum of money equal
to one hundred percent (100%) of the Amortizing Principal Amount to be redeemed
together with accrued but unpaid interest thereon and any and all other sums
due, accrued or payable to the Holder arising under this Note, the Purchase
Agreement or any other Related Agreement (the "AMORTIZING REDEMPTION AMOUNT")
outstanding on the Amortizing Redemption Payment Date (as defined below). The
Company shall deliver to the Holder a written notice of redemption (the "NOTICE
OF AMORTIZING REDEMPTION") specifying the date for such Optional Amortizing
Redemption (the "AMORTIZING REDEMPTION PAYMENT DATE"), which date shall be seven
(7) business days after the date of the Notice of Amortizing Redemption (the
"REDEMPTION PERIOD"). On the Amortizing Redemption Payment Date, the Amortizing
Redemption Amount must be paid in good funds to the Holder. In the event the
Company fails to pay the Amortizing Redemption Amount on the Amortizing
Redemption Payment Date as set forth herein, then such Notice of Amortizing
Redemption will be null and void.

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<PAGE>

            2.2 Optional Redemption of Non-Amortizing Principal Amount. The
Borrower will have the option of repaying the outstanding Non-Amortizing
Principal Amount ("OPTIONAL NON-AMORTIZING REDEMPTION"), in whole or in part, by
paying the Holder a sum of money equal to one hundred percent (100%) of the
Non-Amortizing Principal Amount to be redeemed, together with accrued but unpaid
interest thereon (the "NON-AMORTIZING REDEMPTION AMOUNT") on the Non-Amortizing
Redemption Date (as defined below). The Borrower shall deliver to the Holder a
written notice of redemption (the "NOTICE OF NON-AMORTIZING REDEMPTION")
specifying the date for such Optional Non-Amortizing Redemption (the
"NON-AMORTIZING REDEMPTION DATE"), which date shall be not less than seven (7)
business days after the date of the Notice of Non-Amortizing Redemption (the
"NON-AMORTIZING REDEMPTION PERIOD"). On the Non-Amortizing Redemption Date, the
Non-Amortizing Redemption Amount shall be paid (i) in good funds to the Holder,
or (ii) by furnishing the Holder written direction to notify the bank holding
the Restricted Account to release from the Restricted Account and deliver to the
Holder a sum of money equal to the Non-Amortizing Redemption Amount.

            2.3 Mandatory Redemption. The total outstanding Principal Amount,
together with any accrued and unpaid interest and any and all other unpaid
amounts that are then owing by Borrower and its subsidiaries to Holder under
this Note, the Purchase Agreement and/or any Related Agreement shall be due and
payable on the Maturity Date.

                                  ARTICLE III
                                EVENTS OF DEFAULT

            3.1 Events of Default. The occurrence of any of the following events
set forth in this Section 3.1 shall constitute an event of default ("EVENT OF
DEFAULT") hereunder:

                  (a) Failure to Pay. The Company fails to pay when due any
installment of principal, interest or other fees hereon in accordance herewith,
or the Company fails to pay any of the other Obligations (under and as defined
in the Master Security Agreement, as amended, modified or supplemented) when
due, and, in any such case, such failure shall continue for a period of three
(3) days following the date upon which any such payment was due.

                  (b) Breach of Covenant. The Company or any of its Subsidiaries
breaches any covenant or any other term or condition of this Note in any
material respect and such breach, if subject to cure, continues for a period of
twenty (20) days after the occurrence thereof.

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<PAGE>

                  (c) Breach of Representations and Warranties. Any
representation, warranty or statement made or furnished by the Company or any of
its Subsidiaries in this Note, the Purchase Agreement or any other Related
Agreement shall at any time be false or misleading in any material respect on
the date as of which made or deemed made.

                  (d) Default Under Other Agreements. The occurrence and
continuation of any default (or similar term) in the observance or performance
of any other agreement or condition relating to any indebtedness or contingent
indebtedness obligation of the Company or any of its Subsidiaries (including,
without limitation, the indebtedness evidenced by the Subordinated Debt
Documentation) beyond the period of grace (if any), the effect of which default
is to cause, or permit the holder or holders of such indebtedness or beneficiary
or beneficiaries of such contingent indebtedness obligation to cause, such not
less than $50,000 of such indebtedness to become due prior to its stated
maturity or such contingent indebtedness obligation to become payable;

                  (e) Material Adverse Effect. Any change or the occurrence of
any event which could reasonably be expected to have a Material Adverse Effect;

                  (f) Bankruptcy. The Company or any of its Subsidiaries shall
(i) apply for, consent to or suffer to exist the appointment of, or the taking
of possession by, a receiver, custodian, trustee or liquidator of itself or of
all or a substantial part of its property, (ii) make a general assignment for
the benefit of creditors, (iii) commence a voluntary case under the federal
bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt
or insolvent, (v) file a petition seeking to take advantage of any other law
providing for the relief of debtors, (vi) acquiesce to, without challenge within
ten (10) days of the filing thereof, or failure to have dismissed, within thirty
(30) days, any petition filed against it in any involuntary case under such
bankruptcy laws, or (vii) take any action for the purpose of effecting any of
the foregoing;

                  (g) Judgments. Attachments or levies in excess of $100,000 in
the aggregate are made upon the Company or any of its Subsidiary's assets or a
judgment is rendered against the Company's property involving a liability of
more than $100,000 which shall not have been vacated, discharged, stayed or
bonded within thirty (30) days from the entry thereof;

                  (h) Insolvency. The Company or any of its Subsidiaries shall
admit in writing its inability, or be generally unable, to pay its debts as they
become due or cease operations of its present business;

                  (i) Change of Control. A Change of Control (as defined below)
shall occur with respect to the Company, unless Holder shall have expressly
consented to such Change of Control in writing. A "Change of Control" shall mean
any event or circumstance as a result of which (i) any "Person" or "group" (as
such terms are defined in Sections 13(d) and 14(d) of the Exchange Act, as in
effect on the date hereof), other than the Holder, is or becomes the "beneficial
owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act),
directly or indirectly, of 35% or more on a fully diluted basis of the then
outstanding voting equity interest of the Company [(other than a "Person" or
"group" that beneficially owns 35% or more of such outstanding voting equity
interests of the Company on the date hereof)], (ii) the Board of Directors of
the Company shall cease to consist of a majority of the Company's board of
directors on the date hereof (or directors appointed by a majority of the board
of directors in effect immediately prior to such appointment) or (iii) the
Company or any of its Subsidiaries merges or consolidates with, or sells all or
substantially all of its assets to, any other person or entity;

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<PAGE>

                  (j) Indictment; Proceedings. The indictment of the Company or
any of its Subsidiaries or any executive officer of the Company or any of its
Subsidiaries under any criminal statute, or commencement of criminal or civil
proceeding against the Company or any of its Subsidiaries or any executive
officer of the Company or any of its Subsidiaries pursuant to which statute or
proceeding penalties or remedies sought or available include forfeiture of any
of the property of the Company or any of its Subsidiaries;

                  (k) The Purchase Agreement and Related Agreements. (i) An
Event of Default shall occur beyond the applicable cure or grace period, if any,
under and as defined in the Purchase Agreement or any other Related Agreement,
(ii) the Company or any of its Subsidiaries shall breach any term or provision
of the Purchase Agreement or any other Related Agreement in any material respect
and such breach, if capable of cure, continues unremedied for a period of twenty
(20) days after the occurrence thereof, (iii) the Company or any of its
Subsidiaries attempts to terminate, challenges the validity of, or its liability
under, the Purchase Agreement or any Related Agreement, (iv) any proceeding
shall be brought by the Company to challenge the validity, binding effect of the
Purchase Agreement or any Related Agreement or (iv) the Purchase Agreement or
any Related Agreement ceases to be a valid, binding and enforceable obligation
of the Company or any of its Subsidiaries (to the extent such persons or
entities are a party thereto);

                  (l) Stop Trade. An SEC stop trade order or Principal Market
trading suspension of the Common Stock shall be in effect for five (5)
consecutive days or five (5) days during a period of ten (10) consecutive days,
excluding in all cases a suspension of all trading on a Principal Market,
provided that the Company shall not have been able to cure such trading
suspension within thirty (30) days of the notice thereof or list the Common
Stock on another Principal Market within sixty (60) days of such notice; or

            3.2 Default Interest. Following the occurrence and during the
continuance of an Event of Default, the Company shall pay additional interest on
the outstanding principal balance of this Note in an amount equal to two percent
(2%) per month, and all outstanding obligations under this Note, the Purchase
Agreement and each other Related Agreement, including unpaid interest, shall
accrue or continue to accrue, as applicable, interest at such additional
interest rate from the date of such Event of Default until the date such Event
of Default is cured or waived.

            3.3 Default Payment. Following the occurrence and during the
continuance of an Event of Default, the Holder, at its option, may demand
repayment in full of all obligations and liabilities owing by Company to the
Holder under this Note, the Purchase Agreement and/or any other Related
Agreement and/or may elect, in addition to all rights and remedies of the Holder
under the Purchase Agreement and the other Related Agreements and all
obligations and liabilities of the Company under the Purchase Agreement and the

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<PAGE>

other Related Agreements, to require the Company to make a Default Payment
("DEFAULT PAYMENT"). The Default Payment shall be 120% of the outstanding
principal amount of the Note (with the Company credited for any principal amount
then remaining in the Restricted Account), plus accrued but unpaid interest, all
other fees then remaining unpaid, and all other amounts payable hereunder. The
Default Payment shall be applied first to any fees due and payable to the Holder
pursuant to this Note, the Purchase Agreement, and/or the other Related
Agreements, then to accrued and unpaid interest due on this Note and then to the
outstanding principal balance of this Note. The Default Payment shall be due and
payable immediately on the date that the Holder has exercised its rights
pursuant to this Section 3.3.

                                   ARTICLE IV
                                  MISCELLANEOUS

            4.1 Issuance of New Note. Upon any partial redemption of this Note,
a new Note containing the same date and provisions of this Note shall, at the
request of the Holder, be issued by the Company to the Holder for the principal
balance of this Note and interest which shall not have been converted or paid.
Subject to the provisions of Article III of this Note, the Company shall not pay
any costs, fees or any other consideration to the Holder for the production and
issuance of a new Note.

            4.2 Cumulative Remedies. The remedies under this Note shall be
cumulative.

            4.3 Failure or Indulgence Not Waiver. No failure or delay on the
part of the Holder hereof in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.

            4.4 Notices. Any notice herein required or permitted to be given
shall be in writing and shall be deemed effectively given: (a) upon personal
delivery to the party notified, (b) when sent by confirmed telex or facsimile if
sent during normal business hours of the recipient, if not, then on the next
business day, (c) five business days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one business
day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All communications
shall be sent to the Company at the address provided in the Purchase Agreement
executed in connection herewith, and to the Holder at the address provided in
the Purchase Agreement for such Holder, with a copy to John E. Tucker, Esq., 825
Third Avenue, 14th Floor, New York, New York 10022, facsimile number (212)
541-4434, or at such other address as the Company or the Holder may designate by
ten days advance written notice to the other parties hereto.

            4.5 Amendment Provision. The term "Note" and all references thereto,
as used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented, and any successor instrument as such successor instrument may be
amended or supplemented.

            4.6 Assignability. This Note shall be binding upon the Company and
its successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder in accordance with the
requirements of the Purchase Agreement. The Company may not assign any of its
obligations under this Note without the prior written consent of the Holder, any
such purported assignment without such consent being null and void.

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<PAGE>

            4.7 Cost of Collection. In case of any Event of Default under this
Note, the Company shall pay the Holder reasonable costs of collection, including
reasonable attorneys' fees.

            4.8 Governing Law, Jurisdiction and Waiver of Jury Trial.

                  (a) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.

                  (b) THE COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR
FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE
COMPANY, ON THE ONE HAND, AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO THIS
NOTE OR ANY OF THE OTHER RELATED AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS NOTE OR ANY OF THE RELATED AGREEMENTS; PROVIDED, THAT THE
COMPANY ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY
A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND
FURTHER PROVIDED, THAT NOTHING IN THIS NOTE SHALL BE DEEMED OR OPERATE TO
PRECLUDE THE HOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY
OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER IN FAVOR OF THE HOLDER. THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND THE COMPANY HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. THE COMPANY
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS
ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO THE COMPANY AT THE ADDRESS SET FORTH IN THE PURCHASE AGREEMENT AND
THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE COMPANY'S
ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID.

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<PAGE>

                  (c) THE COMPANY DESIRES THAT ITS DISPUTES BE RESOLVED BY A
JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION
OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE COMPANY HERETO
WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE
HOLDER AND THE COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE, ANY
OTHER RELATED AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.

            4.9 Severability. In the event that any provision of this Note 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
Note.

            4.10 Maximum Payments. Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest required to be paid or other charges hereunder exceed the maximum rate
permitted by such law, any payments in excess of such maximum rate shall be
credited against amounts owed by the Company to the Holder and thus refunded to
the Company.

            4.11 Security Interest and Guarantee. The Holder has been granted a
security interests (i) in certain assets of the Company and its Subsidiaries as
more fully described in the Master Security Agreement dated as of March 9, 2005,
as amended, modified or supplemented and as reaffirmed by the Reaffirmation
Agreement and (ii) in the equity interests of the Companies' Subsidiaries
pursuant to the Stock Pledge Agreement dated as of March 9, 2005 as amended,
modified or supplemented and as reaffirmed by the Reaffirmation Agreement. The
obligations of the Company under this Note are guaranteed by certain
Subsidiaries of the Company pursuant to the Subsidiary Guaranty dated as of
March 9, 2005 as amended, modified or supplemented and as reaffirmed by the
Reaffirmation Agreement.

            4.12 Construction. Each party acknowledges that its legal counsel
participated in the preparation of this Note 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 Note to favor any party
against the other.

            4.13 Registered Obligation. This Note is intended to be a registered
obligation within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)
and the Company (or its agent) shall register this Note (and thereafter shall
maintain such registration) as to both principal and any stated interest.
Notwithstanding any document, instrument or agreement relating to this Note to
the contrary, transfer of this Note (or the right to any payments of principal
or stated interest thereunder) may only be effected by (i) surrender of this
Note and either the reissuance by the Company of this Note to the new holder or
the issuance by the Company of a new instrument to the new holder, or (ii)
transfer through a book entry system maintained by the Company (or its agent),
within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)(B).

       [Balance of page intentionally left blank; signature page follows]


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<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Secured Term Note to be
signed in its name effective as of this 30th day of May_, 2006.


                                             NATIONAL INVESTMENT MANAGERS INC.


                                             By:______________________________
                                                  Name:
                                                  Title:

WITNESS:

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