SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)
National Holdings Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
636375107
(CUSIP Number)
January 9, 2012
(Date of Event Which Requires Filing of this Statement)
	Steven Sugarman Managing Member COR Capital LLC 233 Wilshire Boulevard, Suite 830 Santa Monica, California 90401 (310) 526-8400
with a copy to: Hughes Hubbard & Reed LLP One Battery Park Plaza New York, NY  10004 Telephone:  (212) 837-6000 Attn:  Gary J. Simon
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box   o.

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1	NAME OF REPORTING PERSONS COR Securities Holdings Inc. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 45-2884575
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 8,034,718
		8	SHARED VOTING POWER 1,865,660
		9	SOLE DISPOSITIVE POWER 8,034,718
		10	SHARED DISPOSITIVE POWER 1,865,660
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,900,378
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.3%
14	TYPE OF REPORTING PERSON* CO, HC

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1	NAME OF REPORTING PERSONS COR Equity Income Fund LP S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 27-042-0240
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 13,608
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 13,608
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,608
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON* IV, PN

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1	NAME OF REPORTING PERSONS COR Capital LLC S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 27-0420240
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 9,913,986
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 9,913,986
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,913,986
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.4%
14	TYPE OF REPORTING PERSON* OO

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1	NAME OF REPORTING PERSONS Steven Sugarman S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ###-##-####
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 9,913,986
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 9,913,986
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,913,986
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.4%
14	TYPE OF REPORTING PERSON* IN

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1	NAME OF REPORTING PERSONS St. Cloud Capital Partners II, L.P. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 20-4615136
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 3,375,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 3,375,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,375,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%
14	TYPE OF REPORTING PERSON* IV, PN

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1	NAME OF REPORTING PERSONS SCGP II, LLC S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 20-4571163
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,375,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,375,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,375,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%
14	TYPE OF REPORTING PERSON* OO

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1	NAME OF REPORTING PERSONS Marshall S. Geller S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ###-##-####
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 61,050
		8	SHARED VOTING POWER 3,375,000
		9	SOLE DISPOSITIVE POWER 61,050
		10	SHARED DISPOSITIVE POWER 3,375,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,436,050
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4%
14	TYPE OF REPORTING PERSON* IN

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This Amendment No. 1 (“Amendment No. 1”) amends and supplements (i) the statement on Schedule 13D filed initially on January 3, 2012 by (A) COR Securities Holdings Inc. (“COR Securities”), (B) COR Capital LLC (“COR Capital”), (C) Steven Sugarman (“Mr. Sugarman”) and (D) COR Equity Income Fund LP (“COR Equity”); and (ii) the statement on Schedule 13D filed initially on January  23, 2006 and amended on September 18, 2006, February 22, 2007, June 22, 2007, April 2, 2008, June 30, 2008, July 12, 2010 and January 3, 2012 by (A) St. Cloud Capital Partners II, L.P. (“STCL II”), (B) SCGP II, LLC (“SCGP II”) and (C) Marshall S. Geller (“Mr. Geller”) with respect to the Common Stock, par value $.02 per share (the “Common Stock”) of National Holdings Corporation (the “Issuer”)

Item 5.     Interest in Securities of the Issuer1

Item 5 is hereby amended and restated to read in full as follows:

The percentages used herein are calculated based upon the 20,446,704 Shares issued and outstanding as of August 11, 2011, as reported on the Issuer’s Report on Form 10-Q, as filed on August 15, 2011 with the Securities and Exchange Commission.

(a) 1. COR Securities may be deemed to be the beneficial owner of 9,900,378 shares of common stock of the Issuer, representing 37.3 % of the outstanding shares of Common Stock, consisting of the following:

·     2,004,083 shares of Common Stock;

·     Warrants  to purchase 2,053,005 shares of Common Stock;

·     6,026 shares of Preferred Stock which are convertible into an aggregate of 602,630 shares of Common Stock. The Preferred Stock has no dividend rights, votes on an as-converted basis (less one share) with the Common Stock and has a liquidation preference of $50.00 per share, which is junior in preference only to the holders of the Issuer’s Series A Preferred Stock (which the filers believe have been converted or redeemed on its terms);

·     3,375,000 shares of Common Stock (which consists of shares of Common Stock issuable pursuant to the terms of two 10% Senior Subordinated Convertible Promissory Notes each with an aggregate principal amount of $3,000,000 and one (the “March Note”) dated March 31, 2008 and the other (the “June Note”) dated June 30, 2008 (both such notes, collectively, the NHLD Debt”)).  Pursuant to the terms of a Grant of Preemptive Right dated as of December 27, 2011 and previously filed as Exhibit 2 hereto, STCL II granted to COR Securities a pre-emptive right to purchase the NHLD Debt prior to its maturity (i) any time at a price equal to the face value with accrued interest or (ii) within 15 days of notice at the value of an unsolicited offer that STCL II gives COR Securities notice that it intends to accept.   STCL II will not enter into an agreement to restructure the NHLD Debt prior to February 15, 2012.  On or after February 15, 2012, if STCL II intends to enter an agreement to restructure the NHLD Debt, it shall give COR

__________________________

1 The conversion prices, and consequent amounts of shares and percentages, deemed beneficially owned as set forth herein are to the best knowledge of the reporting persons based on information obtained from the sellers and the Issuer’s public filings. Such prices may be lower and such amounts may be higher, which differences, if any, will be disclosed by amendment as appropriate.

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Securities notice thereof, including the material terms, and provide COR Securities 15 days to purchase the NHLD Debt at face value with accrued interest.  Notwithstanding the foregoing, STCL II may, at any time and without notice, enter into an agreement to restructure the NHLD Debt if STCL II determines, in its sole and reasonable discretion, that immediate action, including but not limited to deferral of payment or other changes in terms, is required to preserve the value of the NHLD Debt.

·     Bedford Oak Capital, L.P., Bedford Oak Offshore Ltd., and Bedford Oak Acorn, L.P.  (collectively, the “Bedford Oak Funds”) and COR Securities have entered into the Proxy and Voting Agreement dated January 9, 2012 filed as Exhibit 4 hereto (the “Voting Agreement”). The Voting Agreement provides that the Bedford Oak Funds have transferred  to COR Securities the right to vote all shares of Common Stock beneficially owned by the Bedford Oak Funds until December 31, 2012. The Voting Agreement was entered into for, among others, the reasons set forth in Item 6 below.  As of the date hereof, the Bedford Oak Funds beneficially owns an aggregate of 1,865,660 shares of Common Stock, which shares may be deemed to be beneficially owned by COR Securities.

2.           COR Equity may be deemed to be the beneficial owner of 13,608 shares of Common Stock representing 0.1% of the outstanding shares of Common Stock.

3.           COR Capital may be deemed to be the beneficial owner of 9,913,986 shares of common stock of the Issuer, consisting of the shares described in clauses 1 and 2 above representing 37.4% of the outstanding shares of Common Stock.

4.           Steven Sugarman may be deemed to be the beneficial owner of 9,913,986 shares of common stock of the Issuer, consisting of the shares described in clauses 1 and 2 above representing 37.4% of the outstanding shares of Common Stock.

5.           STCL II may be deemed to be the beneficial owner of 3,375,000 shares of Common Stock (consisting of the shares of Common Stock issuable pursuant to the terms of the NHLD Debt), representing 14.2% of the outstanding shares of Common Stock. The NHLD Debt  bears interest at 10% per annum payable quarterly in arrears, matures four years from the date of issuance, is initially convertible into 1,500,000 shares of Common Stock (for the April Note) and 1,875,000 shares of Common Stock (for the June Note) and is unsecured. The NHLD Debt may be redeemed at the option of the Issuer at 165% of the principal amount of the note plus accrued and unpaid interest if redeemed between March  31, 2011 and March 31, 2012 (for the April Note) and June 30, 2011 and June 30, 2012 (for the June Note). STCL II may convert the note at any time. In addition, the Issuer may force STCL II to convert the note if the market price and trading volume of the Issuer’s Common Stock reaches certain levels as set forth in the NHLD Debt. The

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NHLD Debt is automatically prepayable upon the occurrence of a Change of Control (as defined in the NHLD Debt) or at the option of the holder in event of the death, or termination under certain circumstances of the employment, of Mark Goldwasser, the Issuer’s Chairman and Chief Executive Officer.

6.           SCGP II may be deemed to be the beneficial owner of the shares described in clause 5 above representing 14.2% of the outstanding shares of Common Stock.

7.           Marshall Geller is the direct owner of 61,050 shares of Common Stock. Such amount includes 6,300 shares held in Mr. Geller’s IRA. Also, because Mr. Geller is a co-founder and senior manager of SCGP II, LLC (the general partner of STCL II), Mr. Geller may be deemed to beneficially own the shares described in clause 5 above, which together with Mr. Geller’s directly-owned shares represents 14.4% of the outstanding shares of Common Stock.

(b) COR Securities has the power to direct the vote of  9,900,378 shares of Common Stock and the and the power to direct the disposition of 9,900,378 shares of Common Stock, assuming conversion and exercise of all Issuer securities held by it.  In COR Capital’s  capacity as a 34.6% owner of COR Securities, and as the beneficiary of a management agreement with COR Securities conferring certain governance rights on COR Capital, COR Capital may be deemed to beneficially own the 9,900,378 shares of Common Stock deemed beneficially owned by COR Securities.  As the general partner of COR Equity, COR Capital may be deemed to beneficially own the 13,608 shares of Common Stock deemed beneficially owned by COR Equity. As the managing member of COR Capital, Mr. Sugarman may be deemed to beneficially own the 9,900,378 shares of Common Stock deemed beneficially owned by COR Securities and the 13,608 shares of Common Stock deemed beneficially owned by COR Equity.

STCL II has the power to direct the vote of 3,375,000 shares of Common Stock and the power to direct the disposition of 3,375,000 shares of Common Stock, assuming conversion and exercise of all Issuer securities held by it. In SCGP II’s capacity as the general partner of STCL II, SCGP II  may be deemed to beneficially own the 3,375,000 shares of Common Stock beneficially owned by STCL II. In Mr. Geller’s capacity as a co-founder and senior manager of SCGP II, Mr. Geller may be deemed to beneficially own the 3,375,000 shares of Common Stock beneficially owned by STCL II and SCGP II.

Mr. Geller also is the direct beneficial owner of 54,750 shares of Common Stock held in his individual capacity and 6,300 shares of Common Stock held in his IRA.

(c) Except as set forth in this Amendment, there have been no sales or purchases with respect to the Issuer’s securities effected during the past sixty days by any of the Reporting Persons listed in (a) above.

(d) Each of the Reporting Persons affirms that no person other than the Reporting Persons has the rights to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by such Reporting Person.

(e) Not applicable.

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Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to add the following at the end thereof:

As described in Item 5 hereof, the Bedford Oak Funds and COR Securities have entered into the Voting Agreement. The Voting Agreement provides that the Bedford Oak Funds have transferred  to COR Securities the right to vote all shares of Common Stock beneficially owned by the Bedford Oak Funds until December 31, 2012. The Voting Agreement was entered into in light of the parties’ mutual belief that: (i) the share price of the Common Stock has declined $0.20 per share as of the date thereof, (ii) the Issuer has entered into several related-party transactions involving members of its current board of directors on terms that are undisclosed, apparently unfair to existing shareholders or designed for the enrichment of a select group of shareholders and/or directors at the expense of the Issuer  (see e.g., the Issuer’s Form 8-K filed January 6, 2012), (iii) the Issuer has $6 million of senior debt maturing half on each of March 31, 2012 and June 30, 2012, and appears to be unable to fund such maturities from cash or operations, and therefore is at substantial risk of default if it is unable to recapitalize its balance sheet, (iv) despite the considerable uncertainty about the Issuer’s financial condition, the Issuer has failed to timely file its annual report on Form 10-K with the result of delaying full and complete disclosure of the Issuer’s financial position to its investors, (v) COR Securities made a proposal, expiring January 10, 2012, designed to (A) recapitalize the Issuer with $10 million of new capital, and (B) allow the board of directors to be Sarbanes-Oxley compliant and otherwise comply with requirements for listing the Common Stock on a national exchange, (vi) as disclosed in the Schedule 13D filed by COR on January 3, 2012, the board of directors has failed to timely respond to and/or accept two prior offers made by COR Securities since October 31, 2011, and to date has failed to accept or timely respond to the recent offer, (vii) the financing terms offered by COR Securities to the Issuer are more favorable to the Issuer and all of its stockholders than recent financings made by members of the board of directors and/or their affiliates and provide a long-term solution to the Issuer’s problems of recapitalization and governance, (viii) the Issuer’s alternatives appear to give no assurance that the Issuer will avoid default under its senior debt obligations, (ix) the board of directors appears to have made no other attempt to address the urgent problems before it, and (x) the parties favor COR Securities’ offer and general investment and intentions and have confidence that the governance changes proposed by COR Securities are salutary and necessary for, and in the best interests of, the Issuer and its stockholders.  

Item 7.   Material to be Filed as Exhibits

Item 7 is hereby amended to add the following at the end thereof:

Exhibit 4 Voting Agreement dated January 9, 2012 by and among COR Securities, Bedford Oak Capital, L.P., Bedford Oak Offshore Ltd. and Bedford Oak Acorn, L.P.

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated:  January 12, 2012

COR SECURITIES HOLDINGS INC.
By:		/s/ Steven Sugarman
Name: Steven Sugarman
Title: Chief Executive Officer
COR CAPITAL LLC
By:		/s/ Steven Sugarman
Name: Steven Sugarman
Title:  Managing Member
COR EQUITY INCOME FUND LP By:     COR CAPITAL LLC, its General Partner
By:		/s/ Steven Sugarman
Name: Steven Sugarman
Title:  Managing Member
	/s/ Steven Sugarman
STEVEN SUGARMAN

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SIGNATURES (cont’d)

ST. CLOUD CAPITAL PARTNERS II, L.P. By:     SCGP II, LLC, its General Partner
By:		/s/ Marshall S. Geller
Name: Marshall S. Geller
Title:   Managing Member
SCGP II, LLC
By:		/s/ Marshall S. Geller
Name: Marshall S. Geller
Title:   Managing Member
	/s/ Marshall S. Geller
MARSHALL S. GELLER

EX-4

EXHIBIT 4

PROXY AND VOTING AGREEMENT

This Proxy and Voting Agreement (this "Agreement"), dated January 9, 2012 (the "Effective Date"), is entered into by and among COR Securities Holdings Inc., a Delaware corporation ("COR"), and the undersigned stockholders of National Holdings Corp., a Delaware corporation (the "Company"), listed on the signature page hereto (the "Stockholders").  COR and the Stockholders are referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Stockholder is a holder of such number of shares of common stock, par value $0.02 per share (the "Common Stock"), of the Company as shown on the attached Exhibit A;

WHEREAS, the share price of the Company's common stock has declined $0.20 per share as of the date hereof;

WHEREAS, the Company has entered into several related-party transactions with members of its current board of directors on terms that are undisclosed, apparently unfair to existing shareholders, or designed for the enrichment of a select group of shareholders and/or directors at the expense of the Company (see e.g., the Company's Form 8-K filed January 6, 2012);

WHEREAS, the Company has $6 million of senior debt that matures on March 31, 2012 and June 30, 2012, appears to be unable to fund such maturities from cash or operations, and therefore is at substantial risk of default if it is unable to recapitalize its balance sheet;

WHEREAS, despite the considerable uncertainty about the Company's financial condition, the Company has failed to timely file its annual report on Form 10-K with the result of delaying full and complete disclosure of the Company's financial position to its investors;

WHEREAS, COR has made a proposal, expiring January 10, 2012, designed to (i) recapitalize the Company with $10 million of new capital, and (ii) allow the Board of Directors to be Sarbanes-Oxley compliant and otherwise complies with requirements for listing the Common Stock on a national exchange;

WHEREAS, as disclosed in the Schedule 13D filed by COR on January 3, 2012, the Board of Directors has failed to timely respond to and/or accept two prior offers made by COR since October 31, 2011, and to date has failed to accept or timely respond to the current offer;

WHEREAS, (i) the Parties believe that the terms of COR's offer are more favorable to the Company than recent financings made by members of the Board of Directors and/or their affiliates and provides a long-term solution to its problems of capitalization and governance, (ii) the Company's apparent alternatives appear to give no assurance that it will avoid default under

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its senior debt obligations, and (iii) the Board of Directors appears to have made no other disclosed attempt to address the urgent problems before it;

WHEREAS, the Stockholders favor COR's offer and general investment and intentions and have confidence that the governance changes proposed by COR are salutary and necessary for, and in the best interests of, the Company and the Stockholders; and

WHEREAS, for the reasons discussed above, the Stockholders desire to enter into this Agreement and to grant to COR voting power over shares of their Common Stock that are subject to this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement hereby agree as follows:

1.Irrevocable Proxy.

a.Effective upon the Effective Date and continuing through December 31, 2012, each of the Stockholders hereby grants to COR an irrevocable proxy, and hereby constitutes and appoints COR, as the Stockholder's true and lawful proxy and attorney-in-fact, each with full power of substitution, to exercise all voting authority and authority to act by written consent for the Shares (as defined below) of the Stockholder on all matters on which such Shares may be voted and all matters requiring the affirmative vote or consent of the Stockholder, which proxy is IRREVOCABLE AND COUPLED WITH AN INTEREST.

b.For purposes of this Section 1, the term "Shares" shall mean the shares of Common Stock beneficially owned by the Stockholders as of the Effective Date and set forth opposite the Stockholders' names on Exhibit A hereto and any other shares of stock issued or issuable with respect thereto (whether by way of stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, recapitalization, merger, consolidation, or other corporate reorganization).

2.Voting Agreement.  If, for any reason, the proxy provided for in Section 1is determined to be invalid or unenforceable in any respect, then the Stockholders shall, and shall cause each of their respective affiliates to, attend each meeting of the stockholders of the Company for the purposes of satisfying the quorum requirements for any such meeting and shall vote its Shares for or against any matter on which the Shares may be voted, and shall vote for or consent to (or refrain from voting for or consenting to) any matter requiring the affirmative vote or consent of the Stockholder, in each case as directed by COR.

3.Other Stockholders Rights.  Except as otherwise provided herein, all other rights associated with the Stockholders' ownership of the Shares, including, but not limited to, all rights to transfer, sell or otherwise dispose of such Shares to bona fide third party purchasers shall not be modified by or subject to this Agreement.

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4.Further Assurances.  The Stockholders agree to execute and deliver to COR, from time to time, such other documents and instruments as may be reasonably requested by any of them to the extent necessary to permit COR to vote or act on behalf of the Stockholders.  In furtherance of the foregoing, the Stockholders agree (a) to notify COR in writing within two business days following any sale or other transfer of Shares if, following such sale or transfer, such Shares would no longer be subject to this Agreement, and (b) to confirm in writing to COR, within one business day of receiving a request therefor, the number of shares of Common Stock that are beneficially owned by the Stockholder as of the date of such request.

5.General.

a.Governing Law; Venue.  This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to the conflicts of laws rules of such State). The Parties agree and consent to the jurisdiction of the state and federal courts located in New York county, New York and acknowledge that such courts shall constitute proper and convenient forums for the resolution of any actions between the Parties hereto with respect to the subject matter hereof, and agree that such courts shall be the sole and exclusive forums for the resolution of any actions between the Parties hereto with respect to the subject matter hereof.

b.Successors and Assigns.  The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the Parties hereto (collectively, the "Successors"); provided, however, that this Agreement shall not be binding upon any Successor who purchases Shares from the Stockholder for value in a transaction registered under the Securities Act of 1933.

c.Severability.  If any provision of this Agreement is deemed or held to be illegal, invalid or unenforceable, this Agreement shall be considered divisible and inoperative as to such provision to the extent it is deemed to be illegal, invalid or unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any provision of this Agreement is deemed or held to be illegal, invalid or unenforceable there shall be added hereto automatically a provision as similar as possible to such illegal, invalid or unenforceable provision and be legal, valid and enforceable.  Further, should any provision contained in this Agreement ever be reformed or rewritten by any judicial body of competent jurisdiction, such provision as so reformed or rewritten shall be binding upon all Parties hereto.

d.Amendment and Waiver.  Any amendment, change or modification of this Agreement shall be void unless in writing and signed by all Parties hereto.

e.Remedies.  The Stockholders agree and acknowledge that damages may not be an adequate remedy for any breach of the provisions of this Agreement, and that in the event of a breach or threatened breach by any Stockholder, COR shall be entitled to apply to any court of competent jurisdiction for a temporary and/or permanent injunction restraining the breaching party from such breach or threatened breach.

f.Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, or three business days after deposit in the United States mail, first-class, postage prepaid and one business day after

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deposit with a reputable overnight courier service, or by facsimile (with proof of transmission), upon transmission, to the address or facsimile number on file with the Company.

g.Headings.  The descriptive section headings are for convenience of reference only and shall not control or affect the meaning or construction of any provision of this Agreement.

h.Complete Agreement.  This Agreement constitutes the entire agreement between the Parties hereto and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof.

i.Counterparts; Facsimile Copies.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.  Signatures sent to the other Party by facsimile shall be binding as evidence of acceptance of the terms hereof by such signatory party.

[Signature page follows]

5 

IN WITNESS WHEREOF, the Parties hereto have executed this Proxy and Voting Agreement as of the date set forth in the first paragraph hereof.

COR SECURITIES HOLDINGS INC.
By:	/s/ Steven Sugarman
	Name:	Steven Sugarman
	Title:	Chief Executive Officer
BEDFORD OAK CAPITAL, L.P. By: Bedford Oak Management, LLC, its General Partner
By:	/s/ Harvey P. Eisen
	Name:	Harvey P. Eisen
	Title:	Chairman and Managing Member
BEDFORD OAK OFFSHORE LTD.
By:	/s/ Sarah Kelly
	Name:	Sarah Kelly
	Title:	Director
BEDFORD OAK ACORN, L.P. By: Bedford Oak Management, LLC, its General Partner
By:	/s/ Harvey P. Eisen
	Name:	Harvey P. Eisen
	Title:	Chairman and Managing Member

Exhibit A

Stockholder	Number of Shares of Common Stock Owned
BEDFORD OAK CAPITAL, L.P.	1,849,650
BEDFORD OAK OFFSHORE Ltd.	10,000
BEDFORD OAK ACORN, L.P.	6,010
Total	1,865,660