Exhibit 10.21






AMENDMENT NO. 1 TO
SECURITIES PURCHASE AGREEMENT
 
 
 THIS AMENDMENT NO. 1 TO SECURITIES
PURCHASE AGREEMENT (“Agreement”) is made and
entered into this 5th day of
May 2009, by and between NATIONAL HOLDINGS CORPORATION,
a Delaware corporation (the “Company”) and FUND.COM INC., a Delaware
corporation, and/or its Affiliate (collectively, the “Investor”).
 
 Recitals
 
 A.           Effective
as of April 7, 2009, the Company and the Investor entered into a Securities
Purchase Agreement (the “Purchase Agreement”), pursuant
to which inter alia, the Investor agreed to purchase and the Company agreed to
sell certain Securities of the Company.
 
 B.           The
Company and the Investor are executing and delivering this Agreement in order to
amend certain of the provisions to the Purchase Agreement.
 
 
 NOW, THEREFORE, in
consideration of the mutual promises made herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree to amend the Purchase Agreement, as follows:
 
 1.           Definitions.  Unless
otherwise separately defined in this Agreement, all capitalized terms used in
this Agreement shall have the same meaning as are defined in the Purchase
Agreement and the other Transaction Documents.
 
 2.           Amendment
to Section 3.1.  Section 3.1 of the Purchase Agreement entitled
Closing
is hereby deleted and the following Section 3.1 is inserted in place
thereof.
  “3.1           Closing.
  (a)           The
Closing shall take place at the offices of Littman Krooks LLP, 655 Third Avenue,
20th Floor, New York, New York 10017 or at such place as may be mutually agreed
upon by the parties hereto (or remotely via the exchange of documents and
signatures) at 10:00 A.M. New York City time following the execution and
delivery of this Agreement, and on the first business day immediately following
the date on which the last of the conditions specified herein is fulfilled or
waived (other than conditions that by their nature are required to be performed
on the Closing Date, but subject to satisfaction of such conditions) but in any
event no later than May 29, 2009 (the “Closing
Date”) or at such other time and place and such other date as the Company
and the Investor mutually agree.  All events occurring at the Closing
will, unless otherwise specified, be deemed to have simultaneously
occurred.
  (b)           Subject
to the provisions of Section 3.2(c)below,
in the event that the Closing shall not have occurred by the Closing Date (or
any other date mutually agreed upon in writing by the Parties), then either the
Company or the Investor may, by written notice to the other party, terminate the
Purchase Agreement and this Agreement; in which event neither party hereto shall
have any further liability or obligation to the other hereunder or
thereunder.
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   (c)           The
Investor has agreed, up to a maximum of $200,000, to defray all or a portion of
the actual professional fees incurred and to be incurred by the Company in
connection with the transactions contemplated by the Purchase Agreement and
other Transaction Documents, but only in the event that such transactions shall
not have occurred by the Closing Date (as the same may be extended at the sole
option of the Company) for any reason, other than
a failure by the Company to satisfy the closing conditions, covenants and
agreements on its part required to be performed under the Purchase Agreement, as
amended, hereby (an “Investor
Default”) to be funded by the Escrow Funds (as hereinafter
defined).  In the event that an Investor Default shall occur and be
continuing, the Company may unilaterally terminate the Purchase Agreement, as
amended hereby, in which event the Escrow Funds shall be forfeited by the
Investor and the Escrow Agent referred to below shall have the right to remit
such escrowed funds as directed by the Company.  In the event that the
transactions contemplated by the Purchase Agreement, as amended hereby, shall be
consummated by the Closing Date (as the same may be extended, as aforesaid), the
Escrow Agent shall return the Escrow Funds to the Investor or to such other
Person(s) as the Investor may direct the Escrow Agent. Accordingly, and
notwithstanding anything to the contrary set forth in Section 3.2(a) above,
in  the event that the Investor shall fail to cause the sum of Two
Hundred Thousand ($200,000) Dollars (the “Escrow
Funds”) to be deposited in the attorneys’ escrow account of Littman
Krooks LLP (the “Escrow
Agent”) by 5:00 p.m. (EDT) on May 11, 2009, the Company may then elect,
by written notice to the Investor, to unilaterally terminate the Purchase
Agreement, as amended hereby; in which event neither party to the Purchase
Agreement or this Amendment shall have any further liability or obligation to
the other.
  (d)           The
Parties acknowledge that on April 29, 2009 the Company has drawn the Certificate
of Deposit and has received the sum of Five Hundred Thousand Dollars ($500,000)
in respect thereof.  As a result, the Limited Recourse Note has been
automatically converted into Company Common Stock.  Any termination of
the Purchase Agreement or this Agreement shall not affect the record and
beneficial ownership rights of the Investor, its pledgee Global Asset Fund Ltd.,
or any subsequent holder of such shares, in and to an aggregate of 666,667
shares of Company Common Stock into which the Limited Recourse Note was
converted as of April 29, 2009.”
  2.           Amendment
to Section 3.2(b).  Section 3.2(b) of the Purchase Agreement
entitled Closing
Deliveries is hereby amended to provide that in addition to the Closing
Deliveries set forth in Section 3.2(b) of the
Purchase Agreement, there shall be added a clause (ix) which shall read as
follows:
  “(ix)  the Investor shall
return to the Company one or more stock certificates evidencing the 666,666
shares of Company Common Stock issued to the Investor upon automatic conversion
of the Limited Recourse Note, duly endorsed in blank by the Investor), against
delivery by the Company of a stock certificate registered in the name of the
Investor for five hundred (500) shares of Series C Preferred Stock, which shares
shall be included in (and not in addition to) the 5,000 shares of Series C
Preferred Stock referred to in Section 3.2(a)(i)
above.”
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   3.           Amendment
to Section 3.2(c).Section
3.2(c) of the Purchase Agreement, entitled Payment
of the Purchase Priceis hereby deleted and the following Section 3.2 is
inserted in place thereof:
  “(c)           Payment
of the Purchase Price.      The
parties hereto do hereby acknowledge that the Investor has heretofore paid Five
Hundred Thousand ($500,000) Dollars against the Five Million Dollar ($5,000,000)
Purchase Price.  Accordingly, on the Closing Date, the sum of Four
Million Five Hundred Thousand Dollars ($4,500,000), representing the balance of
the Purchase Price shall be paid by the Investor to the Company by one or more
wire transfers of immediately available funds to a bank account designated by
the Company prior to the Closing.
  4.           Other
Amendments.  All references to “Amalphis Group Inc.” or
“Amalphis” contained in the Purchase Agreement and the other Transaction
Documents, be and the same hereby is deleted, and is replaced by the words and
phrases “Rineon Group Inc. or its Affiliate (collectively, “Rineon”)”
and “Rineon.”
  5.           No
Further Amendments; Incorporation by Reference.   Except
as expressly amended by this Agreement, all of the terms and condition of the
Purchase Agreement and other Transaction Documents shall remain in full force
and effect and are hereby incorporated by this reference into this Agreement, as
though more fully set forth herein at length.
  
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     IN WITNESS WHEREOF, the
parties have executed this Agreement or caused their duly authorized officers to
execute this Agreement as of the date first above written.
 
 The
Company:                                                                           NATIONAL
HOLDINGS CORPORATION
 
 
 By:_/s/  Mark Goldwasser
 Mark
Goldwasser
 Chairman and Chief
Executive Officer
 
  The
Investor:                                                                           
 FUND.COM INC.
  
  By:/s/  Gregory Webster
 Gregory
Webster