EXHIBIT
      4.3




**AMENDMENT
      NO. 1 TO**


**11%
      CONVERTIBLE PROMISSORY NOTE**




THIS
      AMENDMENT NO. 1 TO 11% CONVERTIBLE PROMISSORY NOTE, dated as of January 24,
      2007
      (this “Amendment”), between **National
      Holdings Corporation** ,
      a
      Delaware corporation formerly  known
      as
      Olympic Cascade Financial Corporation (the “Company”) and **St.
      Cloud Capital Partners, L.P.** (“St.
      Cloud”).




**WITNESSETH**




WHEREAS,
      the Company previously issued to St. Cloud its 11% Convertible Promissory Note
      in the principal amount of $850,000, dated January 11, 2006 (the “Note”);
      and




WHEREAS,
      the Company and St. Cloud wish to amend the Note to change the amount of the
      charge to the Company in the event of a prepayment of the Note.




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 Note
      shall have the meaning assigned to such term in the Note. Each reference to
      “hereof,” “hereto,” “hereunder,” “herein” and “hereby” and each other similar
      reference, and each reference to “this Note” and each other similar reference,
      contained in the Note shall from and after the date hereof refer to the Note
      as
      amended hereby. Except as amended hereby, all terms and provisions of the Note
      shall continue unmodified and remain in full force and effect.




2 .  Right
      of Prepayment; Mandatory Prepayment .
      The
      first paragraph of Section 3 of the Note is hereby amended and restated in
      its
      entirety as follows:




“At
      any
      time, the Company shall have the right to prepay all or part of the outstanding
      principal amount of this Note in installments not less than the lesser of (i)
      One Hundred Thousand Dollars ($100,000) and (ii) the remaining outstanding
      principal balance of this Note; *provided
      that* the
      Company pays the Prepayment Charge as set forth herein and gives not less than
      thirty (30) days' prior written notice to Holder of the Company's election
      to
      prepay this Note. Upon prepayment of this Note, Holder is entitled to the
      following prepayment fee: The Prepayment Charge, if any, shall be due in the
      event of voluntary or involuntary prepayment in full or in part, whether due
      to
      acceleration by the Holder or otherwise, and shall be calculated as
      follows:  (i) for prepayment within the first year of the loan term,
      the Prepayment Charge shall be five percent (5.0%) of the principal amount
      of
      the prepayment.  The Prepayment Charge shall be four percent (4.0%) of the
      principal amount of the prepayment during the second year of the loan
      term.  The Prepayment Charge shall be three percent (3.0%) of the principal
      amount of the prepayment during the third year of the loan term.  The
      Prepayment change shall be two percent (2%) of the principal amount of the
      prepayment during the fourth year of the loan term. The Prepayment change shall
      be one percent (1%) of the principal amount of the prepayment during the fifth
      year of the loan term.  The Prepayment Charge shall be payable at the time
      of prepayment and is in addition to accrued interest.  Within
      five (5) business days following the full payment of the redemption price,
      the
      Holder shall deliver to the Company the Note so redeemed. Holder shall do all
      further acts and things and execute all further documents reasonably required
      in
      the circumstances to effect the provisions of this Section 3.”









3 .  Counterparts .
      This
      Agreement 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.




4 .  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 CORPORATIONBy:
            /s/
              Mark
              Goldwasser


ST.
              CLOUD CAPITAL PARTNERS, L.P.By: SCGP, LLC, General PartnerBy:
            /s/
              Marshall S. GellerMarshall
              S. Geller, Senior Managing Member




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