ex1023.htm


    EXHIBIT
10.23

     

    
      FORBEARANCE
AGREEMENT

      


      This Forbearance Agreement (this
“Agreement”) is made and entered into this 23rd day of February 2009, by and
between NATIONAL HOLDINGS
CORPORATION, a Delaware corporation (the “Borrower”) and ST. CLOUD CAPITAL PARTNERS,
L.P. (the “Lender “).

      


      


      W
I T N E S S E T H:

      


      WHEREAS, prior hereto,
Borrower and Lender entered into a Securities Purchase Agreement dated February
22, 2007 (the “Securities Purchase Agreement”), whereby Lender agreed to loan
Borrower Two Hundred Fifty Thousand ($250,000) Dollars, as evidenced by that
certain promissory note of even date therewith (the “Note”) in favor of Lender;
and

      


      WHEREAS, as of the date hereof
(the “Principal Payment Date”), $250,000 of principal is due and owing under the
Note, not giving effect to expiration of applicable grace periods;
and

      


      WHEREAS, the Borrower desires
Lender to presently forbear from exercising its rights and remedies to collect
principal due under the Note (the “Indebtedness”) on the Principal Payment Date;
and

      


      WHEREAS, Lender is willing to
presently forbear from exercising its rights and remedies to collect the
Indebtedness, on the terms and subject to the conditions contained in this
Agreement.

      


      NOW, THEREFORE, in
consideration of the foregoing, the mutual promises and understandings of the
parties hereto set forth herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Lender and the Borrower
each hereby agree as set forth in this Agreement.

      


      1.           Use of Defined
Terms.  Except as expressly set forth in this Agreement, all
terms which have an initial capital letter where not required by the rules of
grammar are defined to the Note or Securities Purchase Agreement.

      


      2.           Reservation of
Rights.  Subject to Section 3 below, Lender reserves the right,
in its discretion, to exercise any or all of its rights and remedies arising
under the Note or Securities Purchase Agreement, applicable law or otherwise, as
a result of any Events of Default occurring after the date
hereof.  Subject to Section 3 hereof, nothing contained herein shall
be construed as a waiver of the failure of the Borrower to comply with the terms
of the Note or Securities Purchase Agreement after the date hereof.

       

      3.           Forbearance.  For
good and valuable consideration, Lender agrees that it shall not exercise any
rights (including, but not limited to, payment demand or setoff rights as a
result of failure of payment of the principal amount of the Note, on the
Principal Payment Date), nor directly or indirectly seek to collect from the
Borrower any obligations evidenced by the Note or take any other action,
including a declaration of default as to, or acceleration of, the Note or
assertion of any claims or joining in any petition or otherwise initiating any
insolvency case, reorganization or any other legal proceeding against the
Borrower, so long as $250,000 is paid as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                 
      

              	
                ·

              	
                Twenty Five Thousand ($25,000)
      Dollars shall be paid on February 24,
  2009;

              


      

      
        	
                 
      

              	
                ·

              	
                One Hundred Thousand ($100,000)
      Dollars shall be paid on March 2, 2009;
  and

              


      

      
        	
                 
      

              	
                ·

              	
                One Hundred Twenty Five Thousand
      ($125,000) Dollars shall be paid on March 12,
  2009.

              


      

      


      4.           Authority to Execute this
Agreement.  The Borrower represents and warrants that it has
the right, power and capacity and is duly authorized and empowered to enter
into, execute, deliver and perform this Agreement.

      


      5.           Construction.

      


      A.           This
Agreement shall be interpreted, construed and governed by and under the laws of
the State of New York, without regard to its conflicts of law
doctrine.

      


      B.           This
Agreement shall be binding on the Borrower and its respective successors and
heirs, and shall inure to the benefit of Lender, its successors, assigns,
affiliates, divisions and parent.  This Agreement cannot be assigned
by the Borrower at any time.  Lender may assign this Agreement without
notice or to the consent of the Borrower.

      


      D.           Whenever required by context, the
masculine pronouns will include the feminine and neuter genders, and the
singular will include the plural, and vice versa.  This Agreement
constitutes the entire agreement between the Borrower and Lender with regard to
the subject matter hereof.

      


      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      IN WITNESS WHEREOF, the Borrower and
Lender have executed this Agreement as of the date first set forth
above.

      


      NATIONAL
HOLDINGS CORPORATION

      


      


      


      By: 
/S/ MARK
GOLDWASSER                                                                           

      Mark
Goldwasser, CEO

      


      


      


      ST. CLOUD
CAPITAL PARTNERS, L.P.

       

      By: SGCP,
LLC

      Its:
General Partner

      


       

      By: 
/S/ MARSHALL S.
GELLER                                                                           

      Marshall
S. Geller

      Managing
Member

       

       

       

      3