Exhibit
10.34




AMENDMENT
NO. 3 TO
  FOREBEARANCE AND WARRANT
MODIFICATION AGREEMENT
  THIS AMENDMENT NO. 3, dated as of May
29, 2009 (this “Amendment”), to that certain forbearance and waiver modification
agreement, dated February 25, 2009, as amended by that certain Amendment No.1 to
forbearance and waiver modification agreement, dated May 6, 2009, and that
certain Amendment No. 2 to forbearance and waiver modification agreement, dated
May 14, 2009 (collectively, the “Agreement”), by and between NATIONAL HOLDINGS CORPORATION,
a Delaware corporation(the “Company”), and
CHRISTOPHER C. DEWEY
(the “Lender “).
 
 W I T N E S S E T
H
  WHEREAS, as of the date hereof there is
currently a principal amount of $500,000 due the Lender; and
  WHEREAS,
the Company and the Lender wish to amend the Agreement on the terms set forth
herein.
  NOW,
THEREFORE, the parties hereto, in consideration of the mutual promises herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, hereby agree to amend the Agreement
as follows:
  1.           Definitions; References;
Continuation of Agreement.  Unless otherwise specified herein,
each term used herein that is defined in the Agreement shall have the meaning
assigned to such term in the Agreement.  Each reference to “hereof,”
“hereto,” “hereunder,” “herein” and “hereby” and each other similar reference,
and each reference to “this Agreement” and each other similar reference,
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.  Except as amended hereby, all terms and
provisions of the Agreement shall continue unmodified and remain in full force
and effect.  Capitalized terms used herein not otherwise defined
having the meanings ascribed to them in the Agreement.
  2.           Amendment.  Section
3 of the Agreement is hereby amended as follows: the date “May 22, 2009” is
hereby deleted and in its place and stead the date “June 1, 2010” is
inserted.
  3.           Intentionally
Omitted.
 
 4.           Modification of
Note.  Section 1(a) of the Note is hereby amended as follows:
the interest rate of “ten percent (10%) per annum” is hereby deleted and in its
place and stead the interest rate of “seven percent (7%) per annum” is
inserted.  The parties hereto hereby acknowledge that the interest
rate of the Note as modified hereby shall begin accruing at the reduced rate as
of June 1, 2009.  Except as modified hereby, the Note shall remain in
full force and effect.
  5.           Counterparts.  This
Amendment may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart.  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.
 
 
 6.           Governing
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
  IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed on the date first above written.


NATIONAL HOLDINGS
CORPORATION









By:  /S/ MARK
GOLDWASSER


Mark
Goldwasser, CEO








/S/  CHRISTOPHER
C.
DEWEY


Christopher C. Dewey








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