EXHIBIT
      A

     

    Senior
      Secured Note due January 31, 2011

     

    This
      Note
      has not been registered under the Securities Act of 1933, as amended, and may
      not be sold or otherwise transferred in the absence of such registration or
      an
      exemption therefrom under such Act. Furthermore, this Note may be sold or
      otherwise transferred only in compliance with the conditions specified in the
      Securities Purchase Agreement (as hereinafter defined), a complete and correct
      copy of which is available for inspection at the principal office of the Company
      (as hereinafter defined) and will be furnished without charge to the holder
      of
      this Note upon written request.

     

    
      	
              $___________

            	
              Dated:
                ___________ __, ____

            


    

     

    National
      Investment Managers Inc., a Florida corporation (hereinafter called the
      "Company"),
      for
      value received, hereby promises to pay to [_________________] (the "Holder")
      or its
      registered assigns, the entire principal amount of [_____________________]
      ($[_________]) or such lesser amount as then remains outstanding under the
      Note,
      prior to or on January 31, 2011 (the "Maturity Date"),
      and
      to pay interest on the unpaid principal amount hereof from the original date
      hereof until and including the payment in full of the unpaid principal amount
      hereof at a rate equal to 15% per annum payable in the manner and at the time
      provided in Section 3.5(a) of the Securities Purchase Agreement (as defined
      below). During the continuance of an Event of Default, the principal amount
      of
      this Note shall, until such Event of Default has been cured or remedied or
      such
      Event of Default has been waived by the Majority Holders of the Notes, bear
      interest at a rate equal to eighteen percent (18%) per annum, payable in the
      manner and at the time provided in Section 3.5(b) of the Securities Purchase
      Agreement (as defined below). All payments of principal and interest hereof
      shall be made in lawful money of the United States of America to the account
      of
      the Holder hereof upon presentation hereof at the principal office of the Holder
      at [_____________________], or at such other place as the Holder hereof shall
      have designated to the Company in writing.

    


    This
      Note
      is one of the Notes of the Company aggregating $12,000,000 in original
      authorized principal amount issued pursuant to the Securities Purchase and
      Loan
      Agreement, dated as of November 30, 2007 (as amended from time to time, the
      "Securities Purchase Agreement"),
      among
      the Company, Woodside
      Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, Lehman Brothers
      Commercial Bank, and Woodside Agency Services, LLC.
      This
      Note is, as further described in Section 3.6 of the Securities Purchase
      Agreement, secured by the Collateral. The
      Holder is entitled to enforce the provisions of the Securities Purchase
      Agreement and to enjoy the benefits thereof, and of the other Financing
      Agreements, and may exercise the respective remedies provided for thereby or
      otherwise available in respect thereof, all in accordance with the respective
      terms thereof. Capitalized terms used and not defined herein shall have the
      meanings ascribed thereto in the Securities Purchase Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Company may, at any time after May 30 2009, prepay this Note at its election,
      in
      whole or in part, and the maturity hereof may be accelerated by the Majority
      Holders of the Notes outstanding following an Event of Default, all as provided
      in the Securities Purchase Agreement, to which reference is made for the terms
      and conditions of such provisions as to prepayment and acceleration;
provided,
      that no
      prepayment of this Note may be made except upon compliance with the terms of
      Sections 3.1 and 3.2 of the Securities Purchase Agreement and payment of
      applicable prepayment charges provided for therein.

    


    Any
      permitted transfer of this Note is registrable on the note register of the
      Company upon presentation at the principal office of the Company accompanied
      by
      a written instrument of transfer in form satisfactory to the Company duly
      executed by, or on behalf of, the holder hereof. This Note may also be exchanged
      at such office for one or more Notes in any authorized denominations, as
      requested by the Holder, of a like aggregate unpaid principal amount. The date,
      time and interest rate applicable to the borrowing evidenced by this Note and
      all payments and prepayments of the principal hereof and interest hereon and
      the
      respective dates thereof shall be recorded by the Holder hereof in its internal
      records and, prior to any transfer of the Note, endorsed by the Holder on the
      schedule attached hereto or on any continuation thereof; provided, however,
      that
      the failure to make such a notation or any error in making such a notation
      shall
      not in any manner affect the obligation of the Company to make payments of
      principal and interest in accordance with the terms hereof.

    


    Prior
      to
      due presentment for registration of transfer, the Company and any agent of
      the
      Company may treat the person in whose name this Note is registered as the owner
      hereof for the purpose of receiving payment of principal and interest as herein
      provided and for all other purposes.

    


    No
      delay
      or omission on the part of the Holder or any holder hereof in exercising any
      right hereunder shall operate as a waiver of such right or of any other rights
      of the Holder or such holder, nor shall any delay, omission or waiver on any
      one
      occasion be deemed a bar or waiver of the same or any other right on any future
      occasion.

    


    The
      Company and every endorser and guarantor of this Note or the obligation
      represented hereby waives presentment, demand, notice, protest and all other
      demands and notices in connection with the delivery, acceptance, performance,
      default or enforcement of this Note, and assents to any extension or
      postponement of the time of payment or any other indulgence, to any
      substitution, exchange or release of collateral and to the addition or release
      of any other party or person primarily or secondarily liable.

     

    
      
        
        

      

      
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    The
      Company agrees to pay, on demand, all out-of-pocket costs of collection of
      the
      principal or any interest on this Note, including, without limitation, court
      costs and attorneys’ fees.

     

    This
      Note
      shall be deemed to take effect as a sealed instrument under the laws of the
      Commonwealth of Massachusetts and for all purposes shall be construed in
      accordance with such laws.

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED. NO REGISTRATION OF TRANSFER OF SUCH
      SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS SUCH TRANSFER IS
      MADE
      IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR
      PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR
      SUCH
      ACT DOES NOT APPLY.

     

    PAYMENT
      OF PRINCIPAL AND INTEREST ON THE NOTES AND OTHER AMOUNTS RELATING TO THE
      SECURITIES PURCHASE AGREEMENT HAS BEEN SUBORDINATED TO PRIOR PAYMENT OF THE
      SENIOR DEBT IN THE MANNER, AND TO THE EXTENT, SET FORTH IN THE INTERCREDITOR
      AGREEMENT.

    


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              NATIONAL
                INVESTMENT MANAGERS INC.

            
	 	 
	
              By:

            	 
	 	
                        
                Name:

            
	 	
                        
                Title:

            


    

    


    
      
        
        

      

      
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