REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration
      Rights Agreement
      (the
“Agreement”) is made and entered into as of this 30th
      day of
      June, 2008 by and among National Holdings Corporation, a Delaware corporation
      (the “Company”), and St. Cloud Capital Partners II, L.P. (the
“Investor”).

    


    WHEREAS,
      the Company has agreed to issue and sell to the Investor, and the Investor
      has
      agreed to purchase from the Company, a 10% senior subordinated convertible
      promissory note in the principal amount of $3,000,000 (the “Note”), which is
      initially convertible into 1,875,000 shares of the Company’s common stock, $0.02
      par value per share (the “Common Stock”) and a warrant to purchase 468,750
      shares of Common Stock (the “Warrant”), all upon the terms and conditions set
      forth in that certain Securities Purchase Agreement of even date herewith,
      by
      and among the Company and the Investor (the “Purchase Agreement”),
      and

     

    WHEREAS,
      the terms of the Purchase Agreement provide that it shall be a condition
      precedent to the closing of the transactions thereunder for the Company and
      the
      Investor to execute and deliver this Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and mutual covenants contained
      herein, the parties hereto hereby agree as follows:

    


    1. Certain
      Definitions.

     

    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

     

    “Affiliate”
means,
      with respect to any person, any other person which directly or indirectly
      controls, is controlled by, or is under common control with, such
      person.

    


    “Allowed
      Delay”
as
      defined in Section 2(d)(ii) hereto. 

    


    “Business
      Day”
means
      a
      day, other than a Saturday, Sunday or holiday, on which banks in New York City
      are open for the general transaction of business.

    


    “Common
      Stock”
shall
      have the meaning as defined in the recitals, and any securities into which
      such
      shares may hereinafter be reclassified.

    


    “Conversion
      Shares”
means
      the shares of Common Stock issuable upon conversion of the Note.

    


    “Effectiveness
      Date”
means,
      with respect to the Initial Registration Statement, the earlier of (i) one
      hundred eighty (180) days of the closing of the Company’s proposed merger with
      vFinance, Inc. or (ii) one hundred eighty (180) days of the termination of
      the
      Company’s proposed merger with vFinance, Inc. 

      

    “Effectiveness
      Period”
as
      defined in Section 3(a) hereto. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    “Filing
      Date”
means,
      with respect to the Initial Registration Statement, the earlier of (i) ninety
      (90) days of the closing of the Company’s proposed merger with vFinance, Inc.
      (ii) ninety (90) days of the termination of the Company’s proposed merger with
      vFinance, Inc. or (iii) November 15, 2008.

    


    “Initial
      Registration Statement”
as
      defined in Section 2(a) hereto. 

    


    “Note”
shall
      have the meaning as defined in the recitals.

    


    “Prospectus”
shall
      mean the prospectus included in any Registration Statement, as amended or
      supplemented by any prospectus supplement, with respect to the terms of the
      offering of any portion of the Registrable Securities covered by such
      Registration Statement and by all other amendments and supplements to the
      prospectus, including post-effective amendments and all material incorporated
      by
      reference or deemed to be incorporated by reference in such
      prospectus.

    


    “Register,”
      “registered”
and
      “registration”
refer
      to a registration made by preparing and filing a Registration Statement or
      similar document in compliance with the 1933 Act (as defined below), and the
      declaration or ordering of effectiveness of such Registration Statement or
      document.

    


    “Registrable
      Securities”
shall
      mean (i) the Conversion Shares, (ii) the Warrant Shares and (iii) any other
      securities issued or issuable with respect to or in exchange for Registrable
      Securities; provided, that, a security shall cease to be a Registrable Security
      upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933
      Act, or (B) such security becoming eligible for resale by the Investor without
      restrictions pursuant to Rule 144.

    


    “Registration
      Statement”
shall
      mean any registration statement of the Company filed under the 1933 Act that
      covers the resale of any of the Registrable Securities pursuant to the
      provisions of this Agreement, including the Prospectus and any amendments and
      supplements to such Registration Statement, including pre- or post-effective
      amendments, all exhibits thereto and all material incorporated by reference
      or
      deemed incorporated by reference in such Registration Statement.

    


    “Rule
      144”
shall
      mean Rule 144 promulgated by the SEC pursuant to the 1933 Act and any successor
      or substitute rule, law or provision.

     

    “SEC”
means
      the U.S. Securities and Exchange Commission.

    


    “SEC
      Guidance”
means
      (i) any publicly-available written guidance, or rule of general
      applicability of the SEC staff, or (ii) written comments, requirements or
      requests of the SEC staff to the Company in connection with the review of a
      Registration Statement.

    


    “1933
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    “1934
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

    


    “Warrant”
shall
      have the meaning as defined in the recitals.

    


    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon the exercise of the
      Warrant.

    


    2. Registration.

     

    (a)  Filing
      of Initial Registration Statement.
      Subject
      to the terms and conditions of this Agreement, the Company shall prepare and
      file with the SEC, no later than the Filing Date, a Registration Statement
      under
      the 1933 Act on any form for which the Company then qualifies (the “Initial
      Registration Statement”)
      for
      the resale by the Investor of the Registrable Securities. The Company shall
      have
      the right to include in such Initial Registration Statement on a pari passu
      basis with the Registrable Securities shares of Common Stock remaining unsold
      by
      the persons or entities who have continuing registration rights and who are
      set
      forth in the selling stockholders section of that certain prospectus of the
      Company dated November 6, 2006, and certain additional shares of Common Stock
      issued or underlying securities issued subsequent to such date, including those
      persons or entities who took part in the Company’s February 2007 $1,000,000
      financing and its March 2008 $3,000,000 financing or which such Persons have
      the
      right to acquire pursuant to the exercise, conversion or exchange of securities
      of the Company held on the date hereof. Such Initial Registration Statement
      shall include the plan of distribution attached hereto as Exhibit
      A.
      The
      Initial Registration Statement (and each amendment thereto) shall be provided
      to
      the Investor prior to its filing or other submission in accordance with Section
      4(c) hereof. 

     

    (b)
        Additional
      Registration Statements.
      If
      during the Effectiveness Period, subject to Section 2(d)(ii), the number of
      Registrable Securities at any time exceeds 100% of the number of Registrable
      Securities then registered for resale in the Initial Registration Statement,
      then the Company shall file as soon as reasonably practicable an additional
      Registration Statement covering the resale by the Investor of not less than
      the
      number of such unregistered Registrable Securities.

     

    (c)
        Expenses.
      Except
      as set forth in Section 4(f), the Company will pay all expenses associated
      with
      each registration, including filing and printing fees, the Company’s counsel and
      accounting fees and expenses, costs associated with clearing the Registrable
      Securities for sale under applicable state securities laws, listing fees.
      Investor shall be responsible for all other expenses in connection with the
      registration, including fees and expenses of counsel, discounts, commissions,
      fees of underwriters, selling brokers, dealer managers or similar securities
      industry professionals with respect to the Registrable Securities being
      sold.

     

    (d) Effectiveness.
      

     

    (i)
      The
      Company shall use commercially reasonable efforts to have the Initial
      Registration Statement declared effective within ninety (90) days of the Filing
      Date but in any event by the Effectiveness Date. The Company shall notify the
      Investor by facsimile or e-mail as promptly as practicable, after any
      Registration Statement is declared effective and shall simultaneously provide
      the Investor with copies of any related Prospectus to be used in connection
      with
      the sale or other disposition of the securities covered thereby. 

     

    
      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

    

    


    (ii)
      For
      not more than twenty (20) consecutive days or for a total of not more than
      sixty
      (60) days in any twelve (12) month period, the Company may delay the disclosure
      of material non-public information concerning the Company, by suspending the
      use
      of any Prospectus included in any Registration Statement contemplated hereunder
      containing such information, the disclosure of which at the time is not, in
      the
      good faith opinion of the Company, in the best interests of the Company (an
      “Allowed Delay”); provided, that the Company shall promptly (a) notify the
      Investor in writing of the existence of (but in no event, without the prior
      written consent of an Investor, shall the Company disclose to such Investor
      any
      of the facts or circumstances regarding) material non-public information giving
      rise to an Allowed Delay, (b) advise the Investor in writing to cease all sales
      under the Registration Statement until the end of the Allowed Delay and (c)
      use
      commercially reasonable efforts to terminate an Allowed Delay as promptly as
      practicable.

     

    3.
      Liquidated
      Damages.

     

    (a)
        If the Initial Registration Statement is not (i) filed on or prior
      to the Filing Date, or (ii) declared effective by the SEC by the
      Effectiveness Date (any such failure or breach being referred to as an “Event”,
      and the date on which such Event occurs being referred to as an “Event
      Date”), then, on each 30 day period following such Event Date (if the applicable
      Event shall not have been cured by such date) until the applicable Event is
      cured, as liquidated damages and not as a penalty, the interest rate of the
      Note
      shall increase by 1% per annum, but in no event shall the interest rate of
      the
      Note exceed 15% per annum. 

     

    (b) Investor
      shall not be entitled to an adjustment pursuant to this Section 3 if
      effectiveness of a Registration Statement has been delayed or a Prospectus
      has
      been unavailable as a result of (i) a failure by Investor to promptly provide
      on
      request by the Company the information required under the Purchase Agreement
      or
      this Agreement or requested by the SEC as a condition to effectiveness of a
      Registration Statement; (ii) the provision of inaccurate or incomplete
      information by Investor; or (iii) a statement or determination of the SEC that
      any provision of the rights of the Investor under this Agreement are contrary
      to
      the provisions of the 1933 Act. In addition, Investor shall not be entitled
      to
      any adjustment pursuant to this Section 3 in the event that the Company is
      unable to Register all Registrable Securities as a result of SEC
      Guidance.

    


    4. Company
      Obligations.
      In
      connection with the Company’s obligations under Section 2 hereof to file a
      Registration Statement with the SEC and to use its commercially reasonable
      efforts to cause a Registration Statement to become effective in accordance
      with
      the terms hereof, the Company will, as expeditiously as possible:

     

    (a) use
      commercially reasonable efforts to cause such Registration Statement to become
      effective and to remain continuously effective for a period that will terminate
      upon the earlier of (i) the date on which all Registrable Securities covered
      by
      such Registration Statement as amended from time to time, have been sold, and
      (ii) the date on which all Registrable Securities covered by such Registration
      Statement may be sold without restriction pursuant to Rule 144 (the
“Effectiveness Period”) and advise the Investor in writing when the
      Effectiveness Period has expired. Thereafter, the Company shall be entitled
      to
      withdraw such Registration Statement and the Investor shall have no further
      right to offer or sell any of the Registrable Securities registered for resale
      thereon pursuant to the respective Registration Statement (or any prospectus
      relating thereto);


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    


    (b) prepare
      and file with the SEC such amendments and post-effective amendments to the
      Registration Statement and the Prospectus as may be necessary to keep the
      Registration Statement effective for the period specified in Section 4(a) and
      to
      comply with the provisions of the 1933 Act and the 1934 Act with respect to
      the
      distribution of all of the Registrable Securities covered thereby;

     

    (c) provide
      copies to the Investor in an effort to permit counsel designated by the Investor
      to review each Registration Statement and all amendments and supplements thereto
      no fewer than three (3) Business Days prior to their filing with the
      SEC;

     

    (d) furnish
      to the Investor such number of copies of a Prospectus, including a preliminary
      prospectus, and all amendments and supplements thereto and such other documents
      as Investor may reasonably request in order to facilitate the disposition of
      the
      Registrable Securities owned by Investor that are covered by the related
      Registration Statement;

     

    (e) use
      commercially reasonable efforts to (i) prevent the issuance of any stop order
      or
      other suspension of effectiveness of a Registration Statement and, (ii) if
      such
      order or suspension is issued, obtain the withdrawal of any such order or
      suspension at the earliest possible moment and notify each holder of Registrable
      Securities of the issuance of such order and the resolution thereof or its
      receipt of notice of the initiation of any proceeding such purpose;

    


    (f) prior
      to
      any public offering of Registrable Securities, use commercially reasonable
      efforts to register or qualify or cooperate with the Investor and its counsel
      in
      connection with the registration or qualification of such Registrable Securities
      for offer and sale under the securities or blue sky laws of such jurisdictions
      requested by the Investor as shall be reasonably appropriate in the opinion
      of
      the Company and do any and all other commercially reasonable acts or things
      necessary or advisable to enable the distribution in such jurisdictions of
      the
      Registrable Securities covered by the Registration Statement;
      provided, however, that the Company shall not be required in connection
      therewith or as a condition thereto to (i) qualify to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      Section 4(f), (ii) subject itself to general taxation in any jurisdiction where
      it would not otherwise be so subject but for this Section 4(f), or (iii) file
      a
      general consent to service of process in any such jurisdiction;

    


    (g) use
      commercially reasonable efforts to cause all Registrable Securities covered
      by a
      Registration Statement to be listed on each securities exchange, interdealer
      quotation system or other market on which similar securities issued by the
      Company are then listed;


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    


    (h) immediately
      notify the Investor, at any time when a Prospectus relating to Registrable
      Securities is required to be delivered under the 1933 Act, upon discovery that,
      or upon the happening of any event as a result of which, the Prospectus included
      in a Registration Statement, as then in effect, includes an untrue statement
      of
      a material fact or omits to state any material fact required to be stated
      therein or necessary to make the statements therein not misleading in light
      of
      the circumstances then existing, and at the request of any such holder, promptly
      prepare and furnish to such holder a reasonable number of copies of a supplement
      to or an amendment of such Prospectus as may be necessary so that, as thereafter
      delivered to the purchasers of such Registrable Securities, such Prospectus
      shall not include an untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances then existing;


     

    (i) otherwise
      use commercially reasonable efforts to comply with all applicable rules and
      regulations of the SEC under the 1933 Act and the 1934 Act, take such other
      actions as may be reasonably necessary to facilitate the registration of the
      Registrable Securities hereunder; and

     

    (j) With
      a
      view to making available to the Investor the benefits of Rule 144 (or its
      successor rule) and any other rule or regulation of the SEC that may at any
      time
      permit the Investor to sell shares of Common Stock to the public without
      registration, the Company covenants and agrees to use commercially reasonable
      efforts to: (i) make and keep public information available, as those terms
      are
      understood and defined in Rule 144; (ii) file with the SEC in a timely manner
      all reports and other documents required of the Company under the 1934 Act;
      and
      (iii) furnish to Investor upon request, as long as Investor owns any Registrable
      Securities, (A) a written statement by the Company that it has complied with
      the
      reporting requirements of the 1934 Act, (B) a copy of the Company’s most recent
      annual or quarterly report, and (C) such other information as may be reasonably
      requested in order to avail Investor of any rule or regulation of the SEC that
      permits the selling of any such Registrable Securities without
      registration.

    


    5. Due
      Diligence Review; Information.
      The
      Company shall make available, during normal business hours, for inspection
      and
      review by the Investor, advisors to and representatives of the Investor (who
      may
      or may not be affiliated with the Investor and who are reasonably acceptable
      to
      the Company), all financial and other records, all SEC Filings (as defined
      in
      the Purchase Agreement) and other filings with the SEC, and all other corporate
      documents and properties of the Company as may be reasonably necessary for
      the
      purpose of such review, and cause the Company’s officers, directors and
      employees, within a reasonable time period, to supply all such information
      reasonably requested by the Investor or any such representative, advisor or
      underwriter in connection with such Registration Statement (including, without
      limitation, in response to all questions and other inquiries reasonably made
      or
      submitted by any of them), prior to and from time to time after the filing
      and
      effectiveness of the Registration Statement for the sole purpose of enabling
      the
      Investor and such representatives, advisors and underwriters and their
      respective accountants and attorneys to conduct initial and ongoing due
      diligence with respect to the Company and the accuracy of such Registration
      Statement.

     

    The
      Company shall not disclose material nonpublic information to the Investor,
      or to
      advisors to or representatives of the Investor, unless prior to disclosure
      of
      such information the Company identifies such information as being material
      nonpublic information and provides the Investor, such advisors and
      representatives with the opportunity to accept or refuse to accept such material
      nonpublic information for review and if Investor wishes to obtain such
      information, it enters into an appropriate confidentiality agreement with the
      Company with respect thereto.


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    


    6. Obligations
      of the Investor.

     

    (a) Investor
      shall furnish in writing to the Company such information regarding itself,
      the
      Registrable Securities held by it, the intended method of disposition of the
      Registrable Securities held by it and its beneficial ownership of the Company’s
      securities, including who has the right to vote or dispose of such securities
      on
      behalf of Investor, as shall be reasonably required to effect the registration
      of such Registrable Securities and shall execute and deliver such documents
      in
      connection with such registration as the Company may reasonably request. At
      least five (5) Business Days prior to the first anticipated filing date of
      any
      Registration Statement, the Company shall notify Investor of the information
      the
      Company requires from Investor if Investor elects to have any of the Registrable
      Securities included in the Registration Statement. Investor shall provide such
      information to the Company at least two (2) Business Days prior to the first
      anticipated filing date of such Registration Statement if Investor elects to
      have any of the Registrable Securities included in the Registration
      Statement.

     

    (b) Investor,
      by its acceptance of the Registrable Securities, agrees to cooperate with the
      Company as reasonably requested by the Company in connection with the
      preparation and filing of a Registration Statement hereunder, unless Investor
      has notified the Company in writing of its election to exclude all of its
      Registrable Securities from such Registration Statement.

     

    (c) Investor
      agrees that, upon receipt of any notice from the Company of either (i) the
      commencement of an Allowed Delay pursuant to Section 2(d) or (ii) the happening
      of an event pursuant to Section 4(h) hereof, Investor will immediately
      discontinue disposition of Registrable Securities pursuant to the Registration
      Statement covering such Registrable Securities, until the Investor’s receipt of
      the copies of the supplemented or amended prospectus filed with the SEC and
      until any related post-effective amendment is declared effective and, if so
      directed by the Company, the Investor shall deliver to the Company (at the
      expense of the Company) or destroy (and deliver to the Company a certificate
      of
      destruction) all copies in the Investor’s possession of the Prospectus covering
      the Registrable Securities current at the time of receipt of such
      notice.

     

    7. Indemnification.

     

    (a) Indemnification
      by the Company.
      The
      Company will indemnify and hold harmless Investor and its officers, directors,
      members, employees and agents, successors and assigns, and each other person,
      if
      any, who controls Investor within the meaning of the 1933 Act, against any
      losses, claims, damages or liabilities, joint or several, to which they may
      become subject under the 1933 Act or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based
      upon: (i) any untrue statement or alleged untrue statement of any material
      fact
      contained in any Registration Statement, any preliminary prospectus or final
      prospectus contained therein, or any amendment or supplement thereof; (ii)
      any
      blue sky application or other document executed by the Company specifically
      for
      that purpose or based upon written information furnished by the Company filed
      in
      any state or other jurisdiction in order to qualify any or all of the
      Registrable Securities under the securities laws thereof (any such application,
      document or information herein called a “Blue
      Sky
      Application”);
      (iii)
      the omission or alleged omission to state therein a material fact required
      to be
      stated therein or necessary to make the statements therein not misleading;
      (iv)
      any violation by the Company or its agents of any rule or regulation promulgated
      under the 1933 Act applicable to the Company or its agents and relating to
      action or inaction required of the Company in connection with such registration;
      or (v) any failure to register or qualify the Registrable Securities included
      in
      any such Registration in any state where the Company or its agents has
      affirmatively undertaken or agreed in writing that the Company will undertake
      such registration or qualification on Investor’s behalf and will reimburse
      Investor, and each such officer, director or member and each such controlling
      person for any legal or other expenses reasonably incurred by them in connection
      with investigating or defending any such loss, claim, damage, liability or
      action; provided,
      however,
      that
      the Company will not be liable in any such case if and to the extent that any
      such loss, claim, damage or liability arises out of or is based upon an untrue
      statement or alleged untrue statement or omission or alleged omission so made
      in
      conformity with information furnished by Investor or any such controlling person
      in writing specifically for use in such Registration Statement or
      Prospectus.


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    


    (b) Indemnification
      by the Investor.
      Investor agrees to indemnify and hold harmless, to the fullest extent permitted
      by law, the Company, its directors, officers, employees, stockholders and each
      person who controls the Company (within the meaning of the 1933 Act) against
      any
      losses, claims, damages, liabilities and expense (including reasonable attorney
      fees) resulting from any untrue statement of a material fact or any omission
      of
      a material fact required to be stated in the Registration Statement or
      Prospectus or preliminary prospectus or amendment or supplement thereto or
      necessary to make the statements therein not misleading, to the extent, but
      only
      to the extent, that such untrue statement or omission is contained in any
      information furnished in writing by Investor to the Company specifically for
      inclusion in such Registration Statement or Prospectus or amendment or
      supplement thereto. In no event shall the liability of Investor be greater
      in
      amount than the dollar amount of the proceeds (net of all expense paid by
      Investor in connection with any claim relating to this Section 7 and the amount
      of any damages Investor has otherwise been required to pay by reason of such
      untrue statement or omission) received by Investor upon the sale of the
      Registrable Securities included in the Registration Statement giving rise to
      such indemnification obligation.

     

    (c) Conduct
      of Indemnification Proceedings.
      Any
      person entitled to indemnification hereunder shall (i) give prompt notice to
      the
      indemnifying party of any claim with respect to which it seeks indemnification
      and (ii) permit such indemnifying party to assume the defense of such claim
      with
      counsel reasonably satisfactory to the indemnified party; provided
      that any
      person entitled to indemnification hereunder shall have the right to employ
      separate counsel and to participate in the defense of such claim, but the fees
      and expenses of such counsel shall be at the expense of such person unless
      (a)
      the indemnifying party has agreed to pay such fees or expenses, or (b) the
      indemnifying party shall have failed to assume the defense of such claim and
      employ counsel reasonably satisfactory to such person or (c) in the reasonable
      judgment of any such person, based upon written advice of its counsel, a
      conflict of interest exists between such person and the indemnifying party
      with
      respect to such claims (in which case, if the person notifies the indemnifying
      party in writing that such person elects to employ separate counsel at the
      expense of the indemnifying party, the indemnifying party shall not have the
      right to assume the defense of such claim on behalf of such person); and
provided,
      further,
      that
      the failure of any indemnified party to give notice as provided herein shall
      not
      relieve the indemnifying party of its obligations hereunder, except to the
      extent that such failure to give notice shall materially adversely affect the
      indemnifying party in the defense of any such claim or litigation. It is
      understood that the indemnifying party shall not, in connection with any
      proceeding in the same jurisdiction, be liable for fees or expenses of more
      than
      one separate firm of attorneys at any time for all such indemnified parties.
      No
      indemnifying party will, except with the consent of the indemnified party,
      consent to entry of any judgment or enter into any settlement that does not
      include as an unconditional term thereof the giving by the claimant or plaintiff
      to such indemnified party of a release from all liability in respect of such
      claim or litigation.


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    


    (d) Contribution.
      If for
      any reason the indemnification provided for in the preceding paragraphs (a)
      and
      (b) is unavailable to an indemnified party or insufficient to hold it harmless,
      other than as expressly specified therein, then the indemnifying party shall
      contribute to the amount paid or payable by the indemnified party as a result
      of
      such loss, claim, damage or liability in such proportion as is appropriate
      to
      reflect the relative fault of the indemnified party and the indemnifying party,
      as well as any other relevant equitable considerations. No person guilty of
      fraudulent misrepresentation within the meaning of Section 11(f) of the 1933
      Act
      shall be entitled to contribution from any person not guilty of such fraudulent
      misrepresentation. In no event shall the contribution obligation of a holder
      of
      Registrable Securities be greater in amount than the dollar amount of the
      proceeds (net of all expenses paid by such holder in connection with any claim
      relating to this Section 7 and the amount of any damages such holder has
      otherwise been required to pay by reason of such untrue or alleged untrue
      statement or omission or alleged omission) received by it upon the sale of
      the
      Registrable Securities giving rise to such contribution obligation.

     

    8. Miscellaneous.

     

    (a) Amendments
      and Waivers.
      This
      Agreement may be amended only by a writing signed by the Company and the
      Investor.
      The
      Company may take any action herein prohibited, or omit to perform any act herein
      required to be performed by it, only if the Company shall have obtained the
      written consent to such amendment, action or omission to act, of the
      Investor.

     

    (b) Notices.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made as set forth in Section 10.4 of the Purchase Agreement.

     

    (c) Assignments
      and Transfers by Investor.
      The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the Investor and its successors and assigns. Investor may transfer or assign,
      in
      whole or from time to time in part, to one or more persons its rights hereunder
      in connection with the transfer of Registrable Securities by Investor to such
      person, provided that Investor complies with all laws applicable thereto and
      provides written notice of assignment to the Company promptly after such
      assignment is effected.


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    


    (d) Assignments
      and Transfers by the Company.
      This
      Agreement may not be assigned by the Company (whether by operation of law or
      otherwise) without the prior written consent of the Investor, provided, however,
      that the Company may assign its rights and delegate its duties hereunder to
      any
      surviving or successor corporation in connection with a merger or consolidation
      of the Company with another corporation, or a sale, transfer or other
      disposition of all or substantially all of the Company’s assets to another
      corporation, without the prior written consent of the Investor, after notice
      duly given by the Company to Investor.

     

    (e) Benefits
      of the Agreement.
      The
      terms and conditions of this Agreement shall inure to the benefit of and be
      binding upon the respective permitted successors and assigns of the parties.
      Nothing in this Agreement, express or implied, is intended to confer upon any
      party other than the parties hereto or their respective successors and assigns
      any rights, remedies, obligations, or liabilities under or by reason of this
      Agreement, except as expressly provided in this Agreement.

     

    (f) Counterparts;
      Faxes.
      This
      agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, and all of which shall constitute one and the same
      document. In the event that any signature is delivered by facsimile transmission
      or by e-mail delivery of a “.pdf” format data file, such signature shall create
      a valid and binding obligation of the party executing (or on whose behalf such
      signature is executed) with the same force and effect as if such facsimile
      or
“.pdf” signature page were an original thereof. 

     

    (g) Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    (h) Severability.
      Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof but shall be interpreted as if it were written so as to be
      enforceable to the maximum extent permitted by applicable law, and any such
      prohibition or unenforceability in any jurisdiction shall not invalidate or
      render unenforceable such provision in any other jurisdiction. To the extent
      permitted by applicable law, the parties hereby waive any provision of law
      which
      renders any provisions hereof prohibited or unenforceable in any
      respect.

     

    (i) Further
      Assurances.
      The
      parties shall execute and deliver all such further instruments and documents
      and
      take all such other actions as may reasonably be required to carry out the
      transactions contemplated hereby and to evidence the fulfillment of the
      agreements herein contained.

     

    (j) Entire
      Agreement.
      This
      Agreement is intended by the parties as a final expression of their agreement
      and intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein. This Agreement supersedes all prior agreements and understandings
      between the parties with respect to such subject matter.


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    


    (k) Governing
      Law; Consent to Jurisdiction; Waiver of Jury Trial.
      This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of New York without regard to conflicts of laws concepts
      which
      would apply the substantive law of some other jurisdiction, and shall be binding
      upon and inure to the benefit of the parties hereto and their respective heirs,
      personal representatives, successors or assigns. Each of the parties hereto
      irrevocably submits to the exclusive jurisdiction of the courts of the State
      of
      New York located in New York County and the United States District Court for
      the
      Southern District of New York for the purpose of any suit, action, proceeding
      or
      judgment relating to or arising out of this Agreement and the transactions
      contemplated hereby. Service of process in connection with any such suit, action
      or proceeding may be served on each party hereto anywhere in the world by the
      same methods as are specified for the giving of notices under this Agreement.
      Each of the parties hereto irrevocably consents to the jurisdiction of any
      such
      court in any such suit, action or proceeding and to the laying of venue in
      such
      court. Each party hereto irrevocably waives any objection to the laying of
      venue
      of any such suit, action or proceeding brought in such courts and irrevocably
      waives any claim that any such suit, action or proceeding brought in any such
      court has been brought in an inconvenient forum. EACH
      OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
      LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN
      CONSULTED SPECIFICALLY AS TO THIS WAIVER.


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    


    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

            
	 	
                 President
                and Chief Executive Officer

            
	 	 
	
              The
                Investor:

            
	 
	
              ST.
                CLOUD CAPITAL PARTNERS II, L.P.

            
	 
	
              By:
                SGCP II, LLC

            
	
              Its:
                General Partner

            
	 	 
	
              By:

            	
              /S/
                MARSHALL S. GELLER

            
	 	
              Marshall
                S. Geller

            
	 	
              Managing
                Member

            


    


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    


    Exhibit
      A

    


    Plan
      of Distribution

    


    The
      selling stockholders, which as used herein includes donees, pledgees,
      transferees or other successors-in-interest selling shares of common stock
      or
      interests in shares of common stock received after the date of this prospectus
      from a selling stockholder as a gift, pledge, partnership distribution or other
      transfer, may, from time to time, sell, transfer or otherwise dispose of any
      or
      all of their shares of common stock or interests in shares of common stock
      on
      any stock exchange, market or trading facility on which the shares are traded
      or
      in private transactions. These dispositions may be at fixed prices, at
      prevailing market prices at the time of sale, at prices related to the
      prevailing market price, at varying prices determined at the time of sale,
      or at
      negotiated prices.

    


    The
      selling stockholders may use any one or more of the following methods when
      disposing of shares or interests therein:

    


    -
      ordinary brokerage transactions and transactions in which the broker-dealer
      solicits purchasers;

    


    -
      block
      trades in which the broker-dealer will attempt to sell the shares as agent,
      but
      may position and resell a portion of the block as principal to facilitate the
      transaction;

    


    -
      purchases by a broker-dealer as principal and resale by the broker-dealer for
      its account;

    


    -
      an
      exchange distribution in accordance with the rules of the applicable
      exchange;

    


    -
      privately negotiated transactions;

    


    -
      short
      sales effected after the date the registration statement of which this
      Prospectus is a part is declared effective by the SEC;

    


    -
      through
      the writing or settlement of options or other hedging transactions, whether
      through an options exchange or otherwise;

    


    -
      broker-dealers may agree with the selling stockholders to sell a specified
      number of such shares at a stipulated price per share;

    


    -
      a
      combination of any such methods of sale; and

    


    -
      any
      other method permitted pursuant to applicable law.

    


    The
      selling stockholders may, from time to time, pledge or grant a security interest
      in some or all of the shares of common stock owned by them and, if they default
      in the performance of their secured obligations, the pledgees or secured parties
      may offer and sell the shares of common stock, from time to time, under this
      prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or
      other applicable provision of the 1933 Act amending the list of selling
      stockholders to include the pledgee, transferee or other successors in interest
      as selling stockholders under this prospectus. The selling stockholders also
      may
      transfer the shares of common stock in other circumstances, in which case the
      transferees, pledgees or other successors in interest will be the selling
      beneficial owners for purposes of this prospectus.


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    


    In
      connection with the sale of our common stock or interests therein, the selling
      stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the common
      stock in the course of hedging the positions they assume. The selling
      stockholders may also sell shares of our common stock short and deliver these
      securities to close out their short positions, or loan or pledge the common
      stock to broker-dealers that in turn may sell these securities. The selling
      stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such
      transaction).

    


    The
      aggregate proceeds to the selling stockholders from the sale of the common
      stock
      offered by them will be the purchase price of the common stock less discounts
      or
      commissions, if any. Each of the selling stockholders reserves the right to
      accept and, together with their agents from time to time, to reject, in whole
      or
      in part, any proposed purchase of common stock to be made directly or through
      agents. We will not receive any of the proceeds from this offering. Upon any
      exercise of the Warrant by payment of cash, however, we will receive the
      exercise price of the Warrant.

    


    The
      selling stockholders also may resell all or a portion of the shares in open
      market transactions in reliance upon Rule 144 under the 1933 Act, provided
      that
      they meet the criteria and conform to the requirements of that
      rule.

    


    The
      selling stockholders and any underwriters, broker-dealers or agents that
      participate in the sale of the common stock or interests therein may be
      "underwriters" within the meaning of Section 2(11) of the 1933 Act. Any
      discounts, commissions, concessions or profit they earn on any resale of the
      shares may be underwriting discounts and commissions under the 1933 Act. Selling
      stockholders who are "underwriters" within the meaning of Section 2(11) of
      the
      1933 Act will be subject to the prospectus delivery requirements of the 1933
      Act.

    


    To
      the
      extent required, the shares of our common stock to be sold, the names of the
      selling stockholders, the respective purchase prices and public offering prices,
      the names of any agents, dealer or underwriter, any applicable commissions
      or
      discounts with respect to a particular offer will be set forth in an
      accompanying prospectus supplement or, if appropriate, a post-effective
      amendment to the registration statement that includes this
      prospectus.

    


    In
      order
      to comply with the securities laws of some states, if applicable, the common
      stock may be sold in these jurisdictions only through registered or licensed
      brokers or dealers. In addition, in some states the common stock may not be
      sold
      unless it has been registered or qualified for sale or an exemption from
      registration or qualification requirements is available and is complied
      with.


    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    


    We
      have
      advised the selling stockholders that the anti-manipulation rules of Regulation
      M under the 1934 Act may apply to sales of shares in the market and to the
      activities of the selling stockholders and their affiliates. In addition, we
      will make copies of this prospectus (as it may be supplemented or amended from
      time to time) available to the selling stockholders for the purpose of
      satisfying the prospectus delivery requirements of the 1933 Act. The selling
      stockholders may indemnify any broker-dealer that participates in transactions
      involving the sale of the shares against certain liabilities, including
      liabilities arising under the 1933 Act.

    


    We
      have
      agreed to indemnify the selling stockholders against liabilities, including
      liabilities under the 1933 Act and state securities laws, relating to the
      registration of the shares offered by this prospectus.

    


    We
      have
      agreed with the selling stockholders to keep the registration statement of
      which
      this prospectus constitutes a part effective until the earlier of (1) such
      time
      as all of the shares covered by this prospectus have been disposed of pursuant
      to and in accordance with the registration statement or (2) the date on which
      the shares may be sold without restriction pursuant to Rule 144 of the 1933
      Act.


    
      
         

      

      
        -15-