LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

	Know all by these presents, that the undersigned
hereby makes, constitutes and appoints Mitchell C. Littman,
Steven D. Uslaner and Mark F. Coldwell such undersigned's
true and lawful attorney-in-fact, with full power and
authority as hereinafter described on behalf of and in
the name, place and stead of such undersigned to:

(1)	prepare, execute, acknowledge, deliver and file Forms ID,
3, 4, and 5 (including any amendments thereto) with respect to
the securities of National Holdings Corporation, a Delaware
corporation (the "Company"), with the United States Securities
and Exchange Commission, any national securities exchanges and
the Company, as considered necessary or advisable under Section
16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time
(the "Exchange Act");

(2)	seek or obtain, as the undersigned's representative and on
the undersigned's behalf, information on transactions in the
Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any
such information to the undersigned and approves and ratifies
any such release of information; and

(3)	perform any and all other acts which in the discretion of
such attorney-in-fact are necessary or desirable for and on
behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1)	this Power of Attorney authorizes, but does not require,
such attorney-in-fact to act in their discretion on information
provided to such attorney-in-fact without independent
verification of such information;

(2)	any documents prepared and/or executed by such attorney-in-
fact on behalf of the undersigned pursuant to this Power of
Attorney will be in such form and will contain such information
and disclosure as such attorney-in-fact, in his or her
discretion, deems necessary or desirable;

(3)	neither the Company nor such attorney-in-fact assumes (i)
any liability for the undersigned's responsibility to comply
with the requirement of the Exchange Act, (ii) any liability of
the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the
Exchange Act; and

(4)	this Power of Attorney does not relieve the undersigned
from responsibility for compliance with the undersigned's
obligations under the Exchange Act, including without limitation
the reporting requirements under Section 16 of the Exchange Act.

	The undersigned hereby gives and grants the foregoing
attorney-in-fact full power and authority to do and perform all
and every act and thing whatsoever requisite, necessary or
appropriate to be done in and about the foregoing matters as
fully to all intents and purposes as the undersigned might or
could do if present, hereby ratifying all that such attorney-in-
fact of, for an on behalf of the undersigned, shall lawfully do
or cause to be done by virtue of this Limited Power of Attorney.

	This Power of Attorney shall remain in full force and
effect until revoked by the undersigned in a signed
writing delivered to such attorney-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 6th day of December, 2010.

			/s/ Keven Kimberlin
			    Kevin Kiblerlin


STATE OF CONNECTICUT

COUNTY OF FAIRFIELD


	On this 8th day of November, 2010, Kevin Kimberlin
Personally appeared before me, and acknowledged that he executed
the foregoing instrument for the purposes therein contained.

	IN WITNESS WHEREOF, I have hereunto set my hand and
official seal.

					/S/Erika McCarthey
					Notary Public

					December 31, 2014
					My Commission Expires


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