Rescission and Replacement of Common Stock Purchase Warrant between Laurus Master Fund, Ltd. and National Investment Managers Inc.

Summary

Laurus Master Fund, Ltd. and National Investment Managers Inc. agree to rescind a previous stock purchase warrant issued on May 30, 2006, which allowed Laurus to buy shares at $0.01 each. Instead, a new warrant will be issued at an exercise price of $0.1667 per share. Laurus will return the original warrant once the new one is executed and delivered. This agreement ensures both parties replace the prior warrant with updated terms.

EX-4.3 4 v045625_ex4-3.txt June 14, 2006 National Investment Managers Inc. 830 Third Avenue 14th Floor New York, NY 10022 Re: Rescission Demand Gentlemen: Notice is hereby given of the demand of Laurus Master Fund, Ltd. ("Purchaser") for rescission of that certain Common Stock Purchase Warrant, dated May 30, 2006, with an exercise price of $0.01 per share ("Prior Warrant"), a copy of which is attached as Exhibit A, issued by National Investment Managers Inc. (the Company") to the Purchaser. In lieu thereof, Laurus hereby demands that a new warrant be issued in the place and stead of the Prior Warrant, nunc pro tunc, at an exercise price of $0.1667 per share ("New Warrant"), in the form attached hereto as Exhibit B. Please confirm your acceptance of this demand by your countersignature below, followed by execution and delivery to Purchaser of the New Warrant, whereupon the Prior Warrant will be returned to you. Very truly yours, LAURUS MASTER FUND, LTD. By: /s/Eugene Grin ------------------ Eugene Grin, Director ACCEPTED AND AGREED: NATIONAL INVESTMENT MANAGERS INC. By: /s/Leonard A. Neuhaus ------------------------- Leonard A. Neuhaus, COO/CFO