EXHIBIT B-1

    


    


    Right
      to
      Purchase [_____] Shares of Common Stock

    Of
      National Investment Managers Inc.

     

    This
      Warrant and any shares acquired upon the exercise of this Warrant have not
      been
      registered under the Securities Act of 1933, as amended, and may not be sold
      or
      transferred in the absence of such registration or an exemption therefrom under
      such Act or any applicable state securities laws. Furthermore, this Warrant
      and
      any shares acquired upon the exercise of this Warrant may be sold or otherwise
      transferred only in compliance with the conditions specified in Section 15
      of
      the Securities Purchase Agreement referred to hereinafter, complete and correct
      copies of which are available for inspection at the principal office of National
      Investment Managers Inc. and will be furnished without charge to the holder
      of
      this Warrant upon written request.

    


    This
      Warrant is also subject to certain put rights of the holder hereof set forth
      in
      said Securities Purchase Agreement. This Warrant is issued pursuant to the
      Securities Purchase Agreement and if any provision of this Warrant is found
      to
      conflict with the Securities Purchase Agreement, the provisions of the
      Securities Purchase Agreement shall prevail. 

     

    No.
      WC-[__]

    


    National
      Investment Managers Inc.

    Common
      Stock Purchase Warrant

    


    National
      Investment Managers Inc., a Florida corporation (together with any corporation
      which shall succeed to or assume the obligations of National Investment Managers
      Inc., hereunder, the "Company"),
      hereby certifies that for value received, [_______________], (together with
      its
      successors and assigns, the "Holder")
      is
      entitled, subject to the terms set forth below, to purchase from the Company
      at
      any time or from time to time after the date hereof, until the expiration hereof
      pursuant to Section 2.3 hereof, up to [_____] fully paid and non-assessable
      shares of Common Stock (as defined in Section 12 hereof), at an initial
      purchase price per share of $.50 (such price per share as adjusted from time
      to
      time as provided herein is referred to herein as the "Exercise Price").
      The
      number and character of such shares and the Exercise Price are subject to
      adjustment as provided herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Warrant is issued pursuant to the Securities Purchase and Loan Agreement, dated
      as of November 30, 2007, (as amended and in effect from time to time, the
      "Securities Purchase Agreement"),
      by
      and among the Company, the Investors referred to therein, and Woodside Agency
      Services, LLC, as Collateral Agent, a copy of which is on file at the principal
      office of the Company. The Holder shall be entitled to all of the benefits
      and
      shall be subject to all of the obligations of the Securities Purchase
      Agreement.

    


    1. DEFINITIONS.
      Terms
      defined in the Securities Purchase Agreement and not otherwise defined herein
      are used herein with the meanings so defined. Certain terms are used in this
      Warrant as specifically defined in Section 12 hereof.

    


    2. EXERCISE OF WARRANT.

    


    2.1.  Exercise.
      This
      Warrant may be exercised at any time and from time to time prior to its
      expiration pursuant to Section 2.3 hereof by the holder hereof, by surrender
      of
      this Warrant, with the form of subscription at the end hereof duly executed
      by
      such holder, to the Company at its principal office, accompanied by payment,
      by
      certified or official bank check payable to the order of the Company or by
      wire
      transfer to its account, in the amount obtained by multiplying the number of
      shares of Common Stock for which this Warrant is then being exercised by the
      Exercise Price then in effect. In the event the Warrant is not exercised in
      full, the Company, at its expense, will forthwith issue and deliver to or upon
      the order of the holder hereof a new Warrant or Warrants of like tenor, in
      the
      name of the holder hereof or as such holder (upon payment by such holder of
      any
      applicable transfer taxes) may request, calling in the aggregate on the face
      or
      faces thereof for the number of shares of Common Stock equal (without giving
      effect to any adjustment therein) to the number of such shares called for on
      the
      face of this Warrant minus the number of such shares (without giving effect
      to
      any adjustment therein) for which this Warrant shall have been exercised. Upon
      any exercise of this Warrant, in whole or in part, the holder hereof may pay
      the
      aggregate Exercise Price with respect to the shares of Common Stock for which
      this Warrant is then being exercised (collectively, the "Exercise Shares")
      by (a)
      in the event the holder of this Warrant is also the holder of a Note, decreasing
      the outstanding principal amount of such Note by such amount or (b) surrendering
      its rights to a number of Exercise Shares having a fair market value equal
      to or
      greater than the required aggregate Exercise Price, in which case the holder
      hereof would receive the number of Exercise Shares to which it would otherwise
      be entitled upon such exercise, less the surrendered shares. For purposes of
      this Section 2.1, the fair market value of one share of Common Stock shall
      be
      equal to the Repurchase Price of such share determined in accordance with
      Section 11.5 of the Securities Purchase Agreement.

     

    
      
        
        

      

      
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    2.2.  Class
      of Stock Receivable Upon Exercise.
      The
      shares of Common Stock receivable upon exercise of this Warrant shall be shares
      of Common Stock of the class designated upon such exercise by the holder of
      this
      Warrant on the form of subscription at the end hereof duly executed by such
      holder.

    


    2.3.  Termination.
      This
      Warrant shall terminate upon the earlier to occur of (i) exercise in full or
      (ii) November 30, 2017.

    


    3. PUT OPTION; REGISTRATION RIGHTS.
      The
      holder of this Warrant has the option to require the Company to purchase this
      Warrant and/or shares of Warrant Stock at the times and in the manner specified
      in Section 11 of the Securities Purchase Agreement. The holder of this Warrant
      has the right to cause the Company to register shares of Warrant Stock, and
      any
      shares issued upon exercise hereof, under the Securities Act and any blue sky
      or
      securities laws of any jurisdictions within the United States at the time and
      in
      the manner specified in the Registration Rights Agreement.

    


    4. DELIVERY OF STOCK CERTIFICATES ON EXERCISE.
      

    


    4.1
      Delivery.
      As soon
      as practicable after the exercise of this Warrant in full or in part, and in
      any
      event within ten (10) 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 hereof, or as such holder (upon payment
      by
      such holder of any applicable transfer taxes) may direct, a certificate or
      certificates for the number of fully paid and non-assessable shares of Common
      Stock (or Other Securities) to which such holder shall be entitled on such
      exercise, together with any other stock or other securities and property
      (including cash, where applicable) to which such holder is entitled upon such
      exercise.

    


    4.2.  Fractional Shares.
      In the
      event that the exercise of this Warrant, in full or in part, results in the
      issuance of any fractional share of Common Stock, then in such event the holder
      of this Warrant shall be entitled to cash equal to the fair market value of
      such
      fractional share as determined in good faith by the Company's Board of
      Directors.

    


    5. ADJUSTMENT FOR DIVIDENDS,
      DISTRIBUTIONS AND RECLASSIFICATIONS.
      In case
      at any time or from time to time, the holders of Common Stock shall have
      received, or (on or after the record date fixed for the determination of
      shareholders eligible to receive) shall have become entitled to receive, without
      payment therefor:

    


    (a) other
      or
      additional stock, other securities, cash or property by way of dividend;
      or

     

    
      
        
        

      

      
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    (b) other
      or
      additional (or less) stock or other securities or property (including cash)
      by
      way of spin-off, split-up, reclassification, recapitalization, combination
      of
      shares or similar corporate restructuring;

    


    other than
      additional shares of Common Stock issued as a stock dividend or in a stock-split
      (adjustments in respect of which are provided for in Section 7 hereof), then
      and
      in each such case the holder of this Warrant shall be entitled to receive the
      amount of stock and other securities and property (including cash) which such
      holder would have received if on the date hereof it had been the holder of
      record of the number of shares of Common Stock called for on the face of this
      Warrant and had thereafter retained such shares and all such other or additional
      stock and other securities and property (including cash) receivable by such
      holder as aforesaid during such period, without interest, giving effect to
      all
      further adjustments called for during such period by Sections 6 and 7
      hereof.

    


    
      
        6.
          ADJUSTMENT FOR REORGANIZATION,
          CONSOLIDATION,
          MERGER,
          ETC.

      

    

    


    6.1.  Certain Adjustments.
      In case
      at any time or from time to time, the Company shall (i) effect a capital
      reorganization, reclassification or recapitalization or (ii) consolidate with
      or
      merge into any other Person, then in each such case, the holder of this Warrant,
      on the exercise hereof as provided in Section 2 hereof at any time after the
      consummation of such reorganization, reclassification, recapitalization,
      consolidation or merger, as the case may be, shall receive, in lieu of the
      Common Stock (or Other Securities) issuable on such exercise prior to such
      consummation or effective date, the stock and other securities and property
      (including cash) to which such holder would have been entitled upon such
      consummation, 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 Sections 5 and 7 hereof.

    


    6.2.  Continuation of Terms.
      Upon
      any reorganization, consolidation, merger or transfer referred to in this
      Section 6, 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 following any such transfer, as
      the
      case may be, and shall be binding upon the issuer of any such stock or other
      securities, whether or not such person shall have expressly assumed the terms
      of
      this Warrant as provided in Section 8 hereof.

     

    
      
        7.
          ADJUSTMENTS FOR ISSUANCE OF COMMON STOCK AND AMOUNT OF OUTSTANDING COMMON STOCK.

      

    

     

    
      
        
        

      

      
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    7.1.  General.
      If at
      any time there shall occur any stock split, stock dividend (including any
      dividend payable in the form of shares of preferred stock which are convertible
      into shares of Common Stock or
      any
      fee payable to holders of preferred stock which is paid in the form of shares
      of
      preferred stock which are convertible into shares of Common Stock),
      reverse stock split or other subdivision of the Company's Common Stock or any
      issuance of shares of Common Stock to holders of preferred stock as payment
      of
      dividends on such
      preferred stock or as payment of any fees relating to
      such
      preferred stock (any of the foregoing a "Stock Event"),
      then
      the number of shares of Common Stock to be received by the holder of this
      Warrant shall be appropriately adjusted such that the proportion of (a) the
      number of shares issuable hereunder to (b) the total number of shares of the
      Company (on a fully diluted basis) prior to such Stock Event is equal to the
      proportion of (x) the number of shares issuable hereunder to (y) the total
      number of shares of the Company (on a fully-diluted basis) after such Stock
      Event. No adjustment to the aggregate Exercise Price shall be made in connection
      with any adjustment of the number of shares of Common Stock receivable upon
      exercise of this Warrant in connection with this Section 7.1, it being
      understood that the Exercise Price shall be proportionately decreased or
      increased upon the occurrence of any stock split or other subdivision of the
      Common Stock and the Exercise Price shall be decreased upon the issuance of
      Common Stock to holders of preferred stock as described above (such that the
      aggregate Exercise Price hereunder for all shares of Common Stock issuable
      upon
      exercise hereof before such Stock Event is the same as such after such Stock
      Event); provided
      that in
      no event will the Exercise Price be less than the par value of the Common
      Stock.

    


    7.2. Other Issuances of Common Stock.
      

     

    (a) If
      at any
      time there shall occur any issuance or sale (including by way of any adjustment
      to the conversion price of any preferred stock of the Company or other like
      security of the Company) by the Company of any shares of Common Stock or of
      any
      securities convertible into or exchangeable for shares of Common Stock or any
      warrants, options, subscriptions or purchase rights with respect to shares
      of
      Common Stock or securities convertible into or exchangeable for shares of Common
      Stock (any of the foregoing events being referred to herein as a “Stock Sale Event”
and
      the
      securities issued in connection therewith being referred to herein as
“New Securities”),
      so
      that the New Security Price Per Share (as defined herein) of such newly issued
      securities is lower than the then current Exercise Price, then the Exercise
      Price shall be adjusted immediately thereafter so that it shall equal the New
      Security Price Per Share; provided that in no event shall the Exercise Price
      be
      reduced to less than the par value of the Common Stock. For purposes hereof,
      “New Security Price Per Share”
shall
      mean (a) the sum of (I) the aggregate consideration paid by the purchasers
      of
      the applicable New Securities for such New Securities plus (II) in the case
      of
      any warrants, options, subscriptions or purchase rights with respect to shares
      of Common Stock or securities convertible into or exchangeable for shares of
      Common Stock, the minimum amount of consideration, if any, payable to the
      Company upon exercise, conversion or exchange thereof (provided that, if the
      New
      Securities are issued for no consideration, the consideration paid under this
      clause (a) shall be deemed to be $.001 per share), divided by (b) the total
      number of shares of Common Stock of the Company issued or sold to such
      purchasers or to which such purchasers are entitled to convert the New
      Securities. Such adjustment shall be made successively whenever such an issuance
      shall occur. To the extent that any such shares, rights, options, warrants
      or
      convertible or exchangeable securities are not so issued or expire unexercised,
      the Exercise Price then in effect shall be readjusted to the Exercise Price
      which would then be in effect if such unissued or unexercised rights, options,
      warrants or convertible or exchangeable securities had not been
      issuable.

     

    
      
        
        

      

      
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    In
      addition to the adjustment to the Exercise Price as described above, if at
      any
      time there occurs a Stock Sale Event where the New Securities are issued at
      a
      New Security Price Per Share that is in excess of the Exercise Price, but that
      is less than the then-current fair market value of such securities, the Exercise
      Price shall be reduced by an amount equal to the difference between the
      then-current fair market value of such securities and the New Security Price
      Per
      Share; provided that in no event shall the Exercise Price be reduced to less
      than the par value of the Common Stock.

     

    When
      any
      adjustment is required to be made to the Exercise Price pursuant to this Section
      7.2(a), the number of shares of Common Stock purchasable upon exercise of this
      Warrant shall be changed to the number determined by dividing (i) an amount
      equal to the number of shares issuable upon the exercise of this Warrant
      immediately prior to such adjustment, multiplied by the Exercise Price in effect
      immediately prior to such adjustment, by (ii) the Exercise Price in effect
      immediately after such adjustment without considering the fact that the Exercise
      Price as adjusted may be lower than the par value of the Common
      Stock.

    


    The
      provisions of this Section 7.2(a) shall not apply (i) in any of the
      circumstances for which an adjustment is made pursuant to Sections 5, 6 or
      7.1
      hereof, (ii) in connection with the issuance of Common Stock upon exercise
      of
      the Warrants, or (iii) in connection with the issuance of Common Stock upon
      conversion of shares of preferred stock of the Company in accordance with the
      Company’s Charter and the conversion price of such preferred stock, each as in
      effect on the date hereof, to the extent such preferred stock is outstanding
      on
      the date hereof. 

     

    (b) In
      the
      event that the holder hereof objects to the determination of fair market value
      made by the Board of Directors of the Company per Section 7.2 (a) above, the
      fair market value of the Company’s common stock equity shall be determined for
      purposes of this Section 7.2 initially by an appraiser (the “Holder Appraiser”)
      selected by such holder and whose appraisal shall be furnished to the Company
      within 45 days of such holder’s objection (the “Holder Appraisal”). 
      If the
      Company does not object to such determination within 15 days after its receipt
      of the Holder Appraisal, the fair market value determined by the Holder
      Appraiser shall be the fair market value. If the Company objects to the fair
      market value determined by the Holder Appraiser, it may select an appraiser
      of
      nationally recognized standing (the “Company Appraiser”)
      who
      shall review the determination of the Holder Appraiser and issue a report
      thereon (the “Company Appraisal”)
      to the
      holder hereof and the Company, within 45 days after delivery to the Company
      of
      the Company Appraisal.
      Within
      10
      days after delivery to the holder hereof of the Company Appraisal, the Company
      Appraiser and the Holder Appraiser shall meet in order to resolve any questions
      or differences with respect to the fair market value. If such appraisers agree
      on a fair market value of the Company’s common stock equity, such fair market
      value shall be the fair market value. If no agreement is reached, such
      appraisers shall select an appraiser of regionally recognized standing (the
      “Third Appraiser”)
      within
      10 days after such meeting. Fair market value shall then be determined by the
      Third Appraiser within 45 days after delivery to the holder hereof of the
      Company Appraisal, and the determination of the Third Appraiser shall be
      conclusive and binding upon the Company and the holder hereof. Fair market
      value
      shall in all cases be calculated by determining the fair market value of the
      entire common stock equity interest of the Company taken as a whole, without
      discounts for minority interests or restrictions on transfer or illiquidity.
      All
      expenses relating to appraisals shall be borne by the Company.

     

    
      
        
        

      

      
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    7.3. Other Securities.
      In case
      any Other Securities shall have been issued, or shall then be subject to issue
      upon the conversion or exchange of any stock (or Other Securities) of the
      Company (or any other issuer of Other Securities or any other entity referred
      to
      in Section 6 hereof) or to subscription, purchase or other acquisition pursuant
      to any rights or options granted by the Company (or such other issuer or
      entity), the holder hereof shall be entitled to receive upon exercise hereof
      such amount of Other Securities (in lieu of or in addition to Common Stock)
      as
      is determined in accordance with the terms hereof, treating all references
      to
      Common Stock herein as references to Other Securities to the extent applicable,
      and the computations, adjustments and readjustments provided for in this Section
      7 with respect to the number of shares of Common Stock issuable upon exercise
      of
      this Warrant shall be made as nearly as possible in the manner so provided
      and
      applied to determine the amount of Other Securities from time to time receivable
      on the exercise of the Warrant, so as to provide the holder of the Warrant
      with
      the benefits intended by this Section 7 and the other provisions of this
      Warrant.

     

    8. NO IMPAIRMENT.
      The
      Company will not, by amendment of its Charter or through any reorganization,
      transfer of assets, consolidation, merger, dissolution, issue or sale of
      securities or any other voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms of the Warrant, but will at all times in
      good
      faith assist in the carrying out of all such terms and in the taking of all
      such
      action as may be necessary or appropriate in order to protect the rights of
      the
      holder of the Warrant. Without limiting the generality of the foregoing, the
      Company (i) will not increase the par value of any shares of stock receivable
      on
      the exercise of the Warrant above the amount payable therefor on such exercise,
      (ii) will take all such action as may be necessary or appropriate in order
      that
      the Company may validly and legally issue fully paid and non-assessable shares
      of stock on the exercise of the Warrant from time to time outstanding, (iii)
      will not issue any capital stock of any class which is preferred as to dividends
      or as to the distribution of assets upon voluntary or involuntary dissolution,
      liquidation or winding up, (iv) will comply in all respects with the provisions
      of Sections 7.16-7.18, 8 and 9 of the Securities Purchase Agreement except
      to
      the extent such compliance may be waived by Section 19 of the Securities
      Purchase Agreement, and (v) will not consolidate with or merge into any other
      entity or permit any such entity to consolidate with or merge into the Company
      (if the Company is not the surviving entity), unless such other entity shall
      expressly assume in writing and will be bound by all the terms of this Warrant
      and the Securities Purchase Agreement. 

     

    
      
        
        

      

      
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    9. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS.
      In each
      case of any event that may require any adjustment or readjustment in the shares
      of Common Stock issuable on the exercise of this Warrant, the Company at its
      expense will promptly prepare a certificate setting forth such adjustment or
      readjustment, or stating the reasons why no adjustment or readjustment is being
      made, and showing, in detail, the facts upon which any such adjustment or
      readjustment is based, including a statement of (i) the number of shares of
      the
      Company's Common Stock then outstanding on a fully diluted basis, and (ii)
      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
      and readjusted (if required by Section 7) on account thereof. The Company will
      forthwith mail a copy of each such certificate to each holder of a Warrant,
      and
      will, on the written request at any time of any holder of a Warrant, furnish
      to
      such holder a like certificate setting forth the calculations used to determine
      such adjustment or readjustment. At its option, the Majority Holders of the
      Warrants may confirm the adjustment noted on the certificate by causing such
      adjustment to be computed by an independent certified public accountant at
      the
      expense of the Company. 

    


    10. NOTICES OF RECORD DATE.
      In the
      event of:

    


    (a) any
      taking by the Company of a record of the holders of any class of securities
      for
      the purpose of determining the holders thereof who are entitled to receive
      any
      dividend or other distribution, or any right to subscribe for, purchase or
      otherwise acquire any shares of stock of any class or any other securities
      or
      property, or to receive any other right; or

    


    (b) any
      capital reorganization of the Company, any reclassification or recapitalization
      of the capital stock of the Company or any transfer of all or substantially
      all
      the assets of the Company to or any consolidation or merger of the Company
      with
      or into any other Person; or

    


    (c) any
      voluntary or involuntary dissolution, liquidation or winding-up of the Company;
      or

    


    (d) any
      proposed issue or grant by the Company of any shares of stock of any class
      or
      any other securities, or any right or option to subscribe for, purchase or
      otherwise acquire any shares of stock of any class or any other securities
      (other than the issue of Common Stock on the exercise of this
      Warrant),

     

    
      
        
        

      

      
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    then,
      and
      in each such event, the Company will mail or cause to be mailed to the holder
      of
      this Warrant a notice specifying (i) the date on which any such record is to
      be
      taken for the purpose of such dividend, distribution or right, and stating
      the
      amount and character of such dividend, distribution or right, (ii) the date
      on
      which any such reorganization, reclassification, recapitalization, transfer,
      consolidation, merger, dissolution, liquidation or winding-up is anticipated
      to
      take place, and the time, if any is to be fixed, as of which the holders of
      record of Common Stock (or Other Securities) shall be entitled to exchange
      their
      shares of Common Stock (or Other Securities) for securities or other property
      deliverable on such reorganization, reclassification, recapitalization,
      transfer, consolidation, merger, dissolution, liquidation or winding-up and
      (iii) the amount and character of any stock or other securities, or rights
      or
      options with respect thereto, proposed to be issued or granted, the date of
      such
      proposed issue or grant and the persons or class of persons to whom such
      proposed issue or grant is to be offered or made. Such notice shall be mailed
      at
      least thirty (30) days prior to the date specified in such notice on which
      any
      such action is to be taken.

    


    11. RESERVATION OF 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 this Warrant, a number of shares of Common Stock
      equal to the total number of shares of Common Stock from time to time issuable
      upon exercise of this Warrant, and, from time to time, will take all steps
      necessary to amend its Charter to provide sufficient reserves of shares of
      Common Stock issuable upon exercise of this Warrant.

    


    12. DEFINITIONS.
      As used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings:

    


    12.1.  The
      term Common Stock
      includes
      (i) the Company's Common Stock, $.001 par value per share, (ii) any other
      capital stock of any class or classes (however designated) of the Company,
      the
      holders of which shall have the right, without limitation as to amount, either
      to all or to a share of the balance of current dividends and liquidating
      dividends after the payment of dividends and distributions on any shares
      entitled to preference, and (iii) any other securities into which or for which
      any of the securities described in clauses (i) or (ii) above have been converted
      or exchanged pursuant to a plan of recapitalization, reorganization, merger,
      sale of assets or otherwise.

    


    12.2. The
      term
Common Stock Equivalent
      means
      (i) any evidences of Indebtedness, shares of capital stock or other securities
      which are convertible into or exchangeable for additional shares of Common
      Stock
      (other than pursuant to this Warrant) (a "Convertible Security")
      or
      (ii) any warrant, right or option to subscribe for or purchase any additional
      shares of Common Stock (other than pursuant to this Warrant).

     

    
      
        
        

      

      
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    12.3.  The
      term Other Securities
      refers
      to any stock (other than Common Stock) and other securities of the Company
      or
      any other entity (corporate or otherwise) (i) which the holder of this Warrant
      at any time shall be entitled to receive, or shall have received, on the
      exercise of this Warrant, in lieu of or in addition to Common Stock, or (ii)
      which at any time shall be issuable or shall have been issued in exchange for
      or
      in replacement of Common Stock or Other Securities, in each case pursuant to
      Section 5 or 6 hereof.

    


    13. WARRANT AGENT.
      The
      Company may, by written notice to the holder of this Warrant, appoint an agent
      for the purpose of issuing Common Stock on the exercise of this Warrant pursuant
      to Section 2 hereof, and exchanging or replacing this Warrant pursuant to the
      Securities Purchase Agreement, 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.

    


    14. REMEDIES.
      The
      Company stipulates that the remedies at law of the holder of this Warrant in
      the
      event of any default or threatened default by the Company in the performance
      of
      or compliance with any of the terms of this Warrant are not and will not be
      adequate, and that such terms may be specifically enforced by a decree for
      the
      specific performance of any agreement contained herein or by an injunction
      against a violation of any of the terms hereof or otherwise.

    


    15. NOTICES.
      All
      notices and other communications from the Company to the holder of this Warrant
      shall be mailed by first class registered or certified mail, postage prepaid,
      or
      sent by overnight courier (or sent in the form of a telex or telecopy) at such
      address as may have been furnished to the Company in writing by such holder
      or,
      until any such holder furnishes to the Company an address, then to, and at
      the
      address of, the last holder of this Warrant who has so furnished an address
      to
      the Company.

    


    16. MISCELLANEOUS.
      In case
      any provision of this Warrant shall be invalid, illegal or unenforceable, or
      partially invalid, illegal or unenforceable, the provision shall be enforced
      to
      the extent, if any, that it may legally be enforced and the validity, legality
      and enforceability of the remaining provisions shall not in any way be affected
      or impaired thereby. This Warrant and any term hereof may be changed, waived,
      discharged or terminated only by a statement in writing signed by the party
      against which enforcement of such change, waiver, discharge or termination
      is
      sought. This Warrant and the rights evidenced hereby shall inure to the benefit
      of and be binding upon the respective successors and assigns of the Company
      and
      the holder thereof. The provisions of this Warrant are intended to be for the
      benefit of all holders of this Warrant from time to time and shall be
      enforceable by any such holder of this Warrant. This Warrant shall be governed
      by and construed in accordance with the domestic substantive laws (and not
      the
      conflict of law rules) of the Commonwealth of Massachusetts. The headings in
      this Warrant are for purposes of reference only, and shall not limit or
      otherwise affect any of the terms hereof. 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    17. MAINTENANCE
      OF WARRANT REGISTER; ASSIGNMENT AND TRANSFER AND REPLACEMENT.

    


    17.1 Registered
      Holders.
      The
      Company will maintain a register containing the name and address of the holder
      of this Warrant. The "registered holder" of this Warrant shall be the Person
      in
      whose name such Warrant is registered in said warrant register. Any registered
      holder of this Warrant may change such holder's address as shown on the warrant
      register by written notice to the Company requesting such change. Any notice
      or
      written communication required or permitted to be given to the registered holder
      of this Warrant shall be mailed by first class registered or certified mail,
      postage prepaid, or sent by overnight courier (or sent in the form of a telex
      or
      telecopy) or delivered to such registered holder at its address as shown on
      the
      warrant register.

    


    17.2 Assignment
      and Transfer of the Warrant.
      This
      Warrant has not been registered under the Securities Act, and neither this
      Warrant nor the rights evidenced hereby shall be assigned, pledged, transferred
      or otherwise disposed of unless either (a) this Warrant first shall have
      been registered under the Securities Act, or (b) such sale or transfer is
      an exempted transaction under the Securities Act. The registered holder of
      this
      Warrant may assign or transfer any portion of this Warrant to an Affiliate.
      Upon
      surrender of this Warrant to the Company for transfer as an entirety by the
      registered holder (as permitted by this Section) at the offices of the Company,
      with the form of assignment attached hereto completed and duly executed by
      the
      registered holder, the Company shall, at its expense, issue a new Warrant of
      the
      same denomination to the assignee.

    


    17.3 Replacement.
      In case
      this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall
      issue a new Warrant of like tenor and denomination and deliver the same
      (a) in exchange and substitution for and upon surrender and cancellation of
      the mutilated Warrant, or (b) in lieu of the Warrant lost, stolen or
      destroyed, upon receipt of (i) a reasonably detailed affidavit with respect
      to the circumstances of any loss, theft or destruction, and (ii) an
      indemnity satisfactory to the Company.

    


    17.4 Negotiation.
      This
      Warrant, when endorsed in blank, shall be deemed negotiable, and the holder
      hereof, when this Warrant shall have been so endorsed, may be treated by the
      Company and all other Persons dealing with this Warrant as the absolute owner
      hereof for any purpose and as the Person entitled to exercise the rights
      represented by this Warrant, or to the transfer hereof on the books of the
      Company, any notice to the contrary notwithstanding; but until such transfer
      on
      such books, the Company may treat the registered holder hereof as the owner
      hereof for all purposes.

     

    [Remainder
      of Page Left Intentionally Blank]

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
      duly
      authorized officer.

    


    Dated
      as
      of November __, 2007

    


    
      	 	
              NATIONAL
                INVESTMENT MANAGERS INC.

            
	 	 
	 	 
	 	
              By:

            	 
	 	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    Signature
      Page to Amended Common Warrant

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    FORM
      OF
      SUBSCRIPTION

    


    (To
      be
      signed only on exercise

    of
      Common
      Stock Purchase Warrant)

    


    TO: National
      Investment Managers Inc.

    


    The
      undersigned, the Holder of the within Common Stock Purchase Warrant, hereby
      irrevocably elects to exercise this Common Stock Purchase Warrant for, and
      to
      purchase thereunder  
      shares
      of
      Common Stock of National Investment Managers Inc. and herewith makes payment
      of
      $     
      therefor
      [in cash][by reduction of the outstanding principal amount of the Note][by
      surrendering its right to _______ Exercise Shares, based on a Repurchase Price
      of $_____ per share], and requests that the certificates for such shares be
      issued in the name of, and delivered to the undersigned at its address
      below.

    


    
      	
              Dated:

            	 	
            	 
	 	
              [Name
                of Holder]

            
	 	
              (Signature
                must conform in all

            
	 	
              respects
                to name of Holder as

            
	 	
              specified
                on the face of the

            
	 	
              Warrant)

            
	 	 
	 	 
	 	 
	 	
              (Address)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    FORM
      OF
      ASSIGNMENT

    (To
      be
      signed only on transfer of Warrant)

    


    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto ____________
      the right represented by the within Warrant to purchase        
      shares
      of Common Stock of National Investment Managers Inc., a Florida corporation,
      to
      which the within Warrant relates, and appoints  
      attorney
      to transfer such right on the books of National Investment Managers Inc., with
      full power of substitution in the premises.

    


    
      	 	
              [HOLDER]

            
	 	 
	 	 
	
              Dated:

            	 	
            	
              By:

            	 
	 	 
	 	
              Title:

            	 
	 	 
	 	
              [Address]

            
	 	 
	 	 
	
              Signed
                in the presence of: