Exhibit
10.1




AMENDMENT NO. 2 TO
SECURITIES PURCHASE AGREEMENT
  THIS AMENDMENT NO. 2 TO SECURITIES
PURCHASE AGREEMENT(“Agreement”)is made and
entered into this 14th day of
May 2009, by and between NATIONAL HOLDINGS CORPORATION,a Delaware corporation (the “Company”)and FUND.COMINC.,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, which agreement was amended by that certain Amendment No. 1
to Securities Purchase Agreement, dated May 5, 2009 (collectively, 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 Closingis
  hereby
deleted in its entirety and the following Section 3.1 is inserted in place
thereof.
  “3.1Closing.
  (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 22, 2009 (the “Closing
Date”)or at such other time and place and such other date as the Company
and the Investor mutually agree in writing. All events occurring at the Closing
will, unless otherwise specified, be deemed to have simultaneously
occurred.
  (b)  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 the Purchase
Agreement, as amended, shall immediately terminate, without any further notice
by either party, and notwithstanding
any terms therein or herein to the contrary, neither party hereto shall have any
further liability or obligation to the other hereunder or
thereunder.
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   (c) The
Parties acknowledge that on April 29, 2009 the Company has drawn the Certificate
of Deposit and received the sum of Five Hundred Thousand Dollars ($500,000) in
respect thereof. As a result, the Limited Recourse Note was 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 666,666 shares of Company Common Stock
into which the Limited Recourse Note was converted as of April 29,
2009.”
  2. No
Further Amendments; Incorporation by Reference.Except as expressly
amended by this Agreement, all of the terms and conditions 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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   INWITNESS
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 CORPORATIONBy:
      /s/ Mark
      GoldwasserMark
      GoldwasserChairman
      and Chief Executive OfficerThe
      Investor:
                        
                        FUND.COM
      INC.By: /s/Gregory WebsterGregory
      WebsterChief
      Executive
Officer










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