Agreement Regarding Rescission and Issuance of New Warrant between Laurus Master Fund, Ltd. and National Investment Managers Inc.

Summary

This agreement is between Laurus Master Fund, Ltd. and National Investment Managers Inc. It addresses the rescission of a previous common stock purchase warrant dated May 30, 2006. As part of the arrangement, National Investment Managers Inc. agrees to pay Laurus $105,000, which may be deducted from the company's restricted account, in consideration for the issuance of a new warrant. The agreement is dated June 14, 2006 and is signed by authorized representatives of both parties.

EX-4.1 2 v045625_ex4-1.txt AGREEMENT Reference is made to the demand for rescission, of even date herewith ("Demand"), from Laurus Master Fund, Ltd. to National Investment Managers Inc., with respect to that certain Common Stock Purchase Warrant, dated May 30, 2006, with an exercise price of $0.01 per share. Capitalized terms used but not defined herein have the meanings given to them in the Demand. As consideration for the issuance of the New Warrant, the Company shall pay to Laurus $105,000, which may be deducted from the Company's restricted account. Dated: June 14, 2006 NATIONAL INVESTMENT MANAGERS INC. By: /s/Leonard A. Neuhaus ------------------------- Leonard A. Neuhaus, COO/CFO LAURUS MASTER FUND LTD. By: /s/Eugene Grin ------------------ Eugene Grin, Director