Exhibit 10.49

                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (the "Agreement") is made and entered
into as of this 11th day of January, 2006 by and among Olympic Cascade Financial
Corporation, a Delaware corporation (the "Company"), and the "Investors" named
in that certain Securities Purchase Agreement by and among the Company and the
Investors (the "Purchase Agreement").

      The parties hereby agree as follows:

      1. Certain Definitions.

      As used in this Agreement, the following terms shall have the following
meanings:

      "Affiliate" means, with respect to any person, any other person which
directly or indirectly controls, is controlled by, or is under common control
with, such person.

      "Business Day" means a day, other than a Saturday or Sunday, on which
banks in New York City are open for the general transaction of business.

      "Common Stock" shall mean the Company's common stock, par value $0.02 per
share, and any securities into which such shares may hereinafter be
reclassified.

      "Conversion Shares" means the shares of Common Stock issuable upon
conversion of the Shares and the Notes.

      "Demand Registration" as defined in Section 2(a) hereto.

      "Demanding Holder" as defined in Section 2(a) hereto.

      "Effectiveness Period" as defined in Section 3(a) hereto.

      "Filing Deadline" means within the ninety (90) day period following the
Company's receipt of a written notice with respect to a Demand Registration.

      "Investors" shall mean the Investors identified in the Purchase Agreement
and any Affiliate or permitted transferee of any Investor who is a subsequent
holder of any Warrants or Registrable Securities.

      "Other Investors" as defined in Section 2(b) hereto.

      "Other Securities" as defined in Section 2(b) hereto.

      "Prospectus" shall mean the prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement, with respect
to the terms of the offering of any portion of the Registrable Securities
covered by such Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus.

      "Register," "registered" and "registration" refer to a registration made
by preparing and filing a Registration Statement or similar document in
compliance with the 1933 Act (as defined below), and the declaration or ordering
of effectiveness of such Registration Statement or document.

      "Registrable Securities" shall mean (i) the Conversion Shares, (ii) the
Warrant Shares and (iii) any other securities issued or issuable with respect to
or in exchange for Registrable Securities; provided, that, a security shall
cease to be a Registrable Security upon (A) sale pursuant to a Registration
Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible
for sale by the Investors pursuant to Rule 144(k) under the 1933 Act.


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<PAGE>

      "Registration Statement" shall mean any registration statement of the
Company filed under the 1933 Act that covers the resale of any of the
Registrable Securities pursuant to the provisions of this Agreement, amendments
and supplements to such Registration Statement, including post-effective
amendments, all exhibits and all material incorporated by reference in such
Registration Statement.

      "Required Investors" means the Investors holding a majority of the
Registrable Securities at the time of the action taken by the Required
Investors.

      "SEC" means the U.S. Securities and Exchange Commission.

      "Shares" means the shares of Preferred Stock issued pursuant to the
Purchase Agreement.

      "1933 Act" means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

      "1934 Act" means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.

      "Voluntary Filing Deadline" means within the ninety (90) day period
following the closing of the purchase and sale of securities contemplated by the
Purchase Agreement.

      "Warrants" means, the warrants to purchase shares of Common Stock issued
to the Investors pursuant to the Purchase Agreement, the form of which are
attached to the Purchase Agreement.

      "Warrant Shares" means the shares of Common Stock issuable upon the
exercise of the Warrants.

      2. Registration.

            (a) Request for Registration Statement. At any time commencing from
the expiration of the Voluntary Filing Deadline, the holders of at least a
majority in interest of the Registrable Securities held by the Investors may
make a written demand for registration under the 1933 Act of all or part of
their Registrable Securities (a "Demand Registration"). Any demand for a Demand
Registration shall specify the number of shares of Registrable Securities
proposed to be sold. The Company will notify all holders of Registrable
Securities of the demand, and each holder of Registrable Securities who wishes
to include all or a portion of such holder's Registrable Securities in the
Demand Registration (each such holder including shares of Registrable Securities
in such registration, a "Demanding Holder") shall so notify the Company within
fifteen (15) days after the receipt by the holder of the notice from the
Company. Upon any such request, the Demanding Holders shall be entitled to have
their Registrable Securities included in the Demand Registration. The Company
shall not be obligated to effect more than one Demand Registration under this
Section 2(a) in respect of Registrable Securities.


                                      -3-
<PAGE>

            (b) Filing Registration Statement. The Company shall, as
expeditiously as possible and in any event on or before the Filing Deadline,
prepare and file with the SEC a Registration Statement on any form for which the
Company then qualifies and which form shall be available for the sale of all
Registrable Securities to be registered thereunder. Such Registration Statement
shall include the plan of distribution attached hereto as Exhibit A. Such
Registration Statement also shall cover, to the extent allowable under the 1933
Act and the rules promulgated thereunder (including Rule 416), such
indeterminate number of additional shares of Common Stock resulting from stock
splits, stock dividends or similar transactions with respect to the Registrable
Securities. The Company shall have the right to include in such Registration
Statement shares of Common Stock remaining unsold by the Persons who are set
forth in the selling stockholders section of that certain prospectus of the
Company dated August 11, 2004 and certain additional shares of Common Stock
issued subsequent to such date (collectively, the "Other Investors") or which
such Persons have the right to acquire pursuant to the exercise, conversion or
exchange of securities of the Company held on the date hereof (collectively, the
"Other Securities"). The Registration Statement (and each amendment or
supplement thereto, and each request for acceleration of effectiveness thereof)
shall be provided in accordance with Section 3(c) to the Investors and their
counsel prior to its filing or other submission.

                   (c) Expenses. The Company will pay all expenses associated
 with each registration, including filing and printing fees, the Company's
 counsel and accounting fees and expenses, costs associated with clearing the
 Registrable Securities for sale under applicable state securities laws, listing
 fees. Investors shall be responsible for all other expenses in connection with
 the registration, including fees and expenses of counsel, discounts,
 commissions, fees of underwriters, selling brokers, dealer managers or similar
 securities industry professionals with respect to the Registrable Securities
 being sold.

                   (d) Effectiveness.

                  (i) The Company shall use commercially reasonable efforts to
have the Registration Statement declared effective as soon as practicable, but
in any event within one hundred twenty (120) days after filing. The Company
shall notify the Investors by facsimile or e-mail as promptly as practicable,
and in any event, within twenty-four (24) hours, after any Registration
Statement is declared effective and shall simultaneously provide the Investors
with copies of any related Prospectus to be used in connection with the sale or
other disposition of the securities covered thereby.

                  (ii) For not more than twenty (20) consecutive days or for a
total of not more than sixty (60) days in any twelve (12) month period, the
Company may delay the disclosure of material non-public information concerning
the Company, by suspending the use of any Prospectus included in any
registration contemplated by this Section containing such information, the
disclosure of which at the time is not, in the good faith opinion of the
Company, in the best interests of the Company (an "Allowed Delay"); provided,
that the Company shall promptly (a) notify the Investors in writing of the
existence of (but in no event, without the prior written consent of an Investor,
shall the Company disclose to such Investor any of the facts or circumstances
regarding) material non-public information giving rise to an Allowed Delay, (b)
advise the Investors in writing to cease all sales under the Registration
Statement until the end of the Allowed Delay and (c) use commercially reasonable
efforts to terminate an Allowed Delay as promptly as practicable.

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<PAGE>

      3. Company Obligations. The Company will use commercially reasonable
efforts to effect the registration of the Registrable Securities in accordance
with the terms hereof, and pursuant thereto the Company will, as expeditiously
as possible:

                   (a) use commercially reasonable efforts to cause such
 Registration Statement to become effective and to remain continuously effective
 for a period that will terminate upon the earlier of (i) the date on which all
 Registrable Securities covered by such Registration Statement as amended from
 time to time, have been sold, and (ii) the date on which all Registrable
 Securities covered by such Registration Statement may be sold pursuant to Rule
 144(k) (the "Effectiveness Period") and advise the Investors in writing when
 the Effectiveness Period has expired;

                   (b) prepare and file with the SEC such amendments and
 post-effective amendments to the Registration Statement and the Prospectus as
 may be necessary to keep the Registration Statement effective for the period
 specified in Section 3(a) and to comply with the provisions of the 1933 Act and
 the 1934 Act with respect to the distribution of all of the Registrable
 Securities covered thereby;

                   (c) provide copies to and permit counsel designated by the
 Investors to review each Registration Statement and all amendments and
 supplements thereto no fewer than three (3) Business Days prior to their filing
 with the SEC and not file any document to which such counsel reasonably
 objects;

                   (d) furnish to the Investors and their legal counsel (i)
 promptly after the same is prepared and publicly distributed, filed with the
 SEC, or received by the Company (but not later than two (2) Business Days after
 the filing date, receipt date or sending date, as the case may be) one (1) copy
 of any Registration Statement and any amendment thereto, each preliminary
 prospectus and Prospectus and each amendment or supplement thereto, and each
 letter written by or on behalf of the Company to the SEC or the staff of the
 SEC, and each item of correspondence from the SEC or the staff of the SEC, in
 each case relating to such Registration Statement (other than any portion of
 any thereof which contains information for which the Company has sought
 confidential treatment), and (ii) such number of copies of a Prospectus,
 including a preliminary prospectus, and all amendments and supplements thereto
 and such other documents as each Investor may reasonably request in order to
 facilitate the disposition of the Registrable Securities owned by such Investor
 that are covered by the related Registration Statement;

                   (e) use commercially reasonable efforts to (i) prevent the
 issuance of any stop order or other suspension of effectiveness and, (ii) if
 such order is issued, obtain the withdrawal of any such order at the earliest
 possible moment;

                   (f) prior to any public offering of Registrable Securities,
 use commercially reasonable efforts to register or qualify or cooperate with
 the Investors and their counsel in connection with the registration or
 qualification of such Registrable Securities for offer and sale under the
 securities or blue sky laws of such jurisdictions requested by the Investors
 and do any and all other commercially reasonable acts or things necessary or
 advisable to enable the distribution in such jurisdictions of the Registrable
 Securities covered by the Registration Statement; provided, however, that the
 Company shall not be required in connection therewith or as a condition thereto
 to (i) qualify to do business in any jurisdiction where it would not otherwise
 be required to qualify but for this Section 3(f), (ii) subject itself to
 general taxation in any jurisdiction where it would not otherwise be so subject
 but for this Section 3(f), or (iii) file a general consent to service of
 process in any such jurisdiction;

                                      -5-
<PAGE>

                   (g) use commercially reasonable efforts to cause all
 Registrable Securities covered by a Registration Statement to be listed on each
 securities exchange, interdealer quotation system or other market on which
 similar securities issued by the Company are then listed;

                   (h) immediately notify the Investors, at any time when a
 Prospectus relating to Registrable Securities is required to be delivered under
 the 1933 Act, upon discovery that, or upon the happening of any event as a
 result of which, the Prospectus included in a Registration Statement, as then
 in effect, includes an untrue statement of a material fact or omits to state
 any material fact required to be stated therein or necessary to make the
 statements therein not misleading in light of the circumstances then existing,
 and at the request of any such holder, promptly prepare and furnish to such
 holder a reasonable number of copies of a supplement to or an amendment of such
 Prospectus as may be necessary so that, as thereafter delivered to the
 purchasers of such Registrable Securities, such Prospectus shall not include an
 untrue statement of a material fact or omit to state a material fact required
 to be stated therein or necessary to make the statements therein not misleading
 in light of the circumstances then existing;

                   (i) otherwise use commercially reasonable efforts to comply
 with all applicable rules and regulations of the SEC under the 1933 Act and the
 1934 Act, take such other actions as may be reasonably necessary to facilitate
 the registration of the Registrable Securities hereunder; and

                  (j) With a view to making available to the Investors the
benefits of Rule 144 (or its successor rule) and any other rule or regulation of
the SEC that may at any time permit the Investors to sell shares of Common Stock
to the public without registration, the Company covenants and agrees to: (i)
make and keep public information available, as those terms are understood and
defined in Rule 144, until the earlier of (A) three months after such date as
all of the Registrable Securities may be resold pursuant to Rule 144(k) or any
other rule of similar effect or (B) such date as all of the Registrable
Securities shall have been resold; (ii) file with the SEC in a timely manner all
reports and other documents required of the Company under the 1934 Act; and
(iii) furnish to each Investor upon request, as long as such Investor owns any
Registrable Securities, (A) a written statement by the Company that it has
complied with the reporting requirements of the 1934 Act, (B) a copy of the
Company's most recent Annual Report on Form 10-KSB or Quarterly Report on Form
10-QSB, and (C) such other information as may be reasonably requested in order
to avail such Investor of any rule or regulation of the SEC that permits the
selling of any such Registrable Securities without registration.

         4. Due Diligence Review; Information. The Company shall make available,
during normal business hours, for inspection and review by the Investors,
advisors to and representatives of the Investors (who may or may not be
affiliated with the Investors and who are reasonably acceptable to the Company),
all financial and other records, all SEC Filings (as defined in the Purchase
Agreement) and other filings with the SEC, and all other corporate documents and
properties of the Company as may be reasonably necessary for the purpose of such
review, and cause the Company's officers, directors and employees, within a
reasonable time period, to supply all such information reasonably requested by
the Investors or any such representative, advisor or underwriter in connection
with such Registration Statement (including, without limitation, in response to
all questions and other inquiries reasonably made or submitted by any of them),
prior to and from time to time after the filing and effectiveness of the
Registration Statement for the sole purpose of enabling the Investors and such
representatives, advisors and underwriters and their respective accountants and
attorneys to conduct initial and ongoing due diligence with respect to the
Company and the accuracy of such Registration Statement.

                                      -6-
<PAGE>

            The Company shall not disclose material nonpublic information to the
Investors, or to advisors to or representatives of the Investors, unless prior
to disclosure of such information the Company identifies such information as
being material nonpublic information and provides the Investors, such advisors
and representatives with the opportunity to accept or refuse to accept such
material nonpublic information for review and any Investor wishing to obtain
such information enters into an appropriate confidentiality agreement with the
Company with respect thereto.

      5. Obligations of the Investors.

                   (a) Each Investor shall furnish in writing to the Company
 such information regarding itself, the Registrable Securities held by it, the
 intended method of disposition of the Registrable Securities held by it and its
 beneficial ownership of the Company's securities, including who has the right
 to vote or dispose of such securities on behalf of such Investor, as shall be
 reasonably required to effect the registration of such Registrable Securities
 and shall execute and deliver such documents in connection with such
 registration as the Company may reasonably request. At least five (5) Business
 Days prior to the first anticipated filing date of any Registration Statement,
 the Company shall notify each Investor of the information the Company requires
 from such Investor if such Investor elects to have any of the Registrable
 Securities included in the Registration Statement. An Investor shall provide
 such information to the Company at least two (2) Business Days prior to the
 first anticipated filing date of such Registration Statement if such Investor
 elects to have any of the Registrable Securities included in the Registration
 Statement.

                   (b) Each Investor, by its acceptance of the Registrable
 Securities agrees to cooperate with the Company as reasonably requested by the
 Company in connection with the preparation and filing of a Registration
 Statement hereunder, unless such Investor has notified the Company in writing
 of its election to exclude all of its Registrable Securities from such
 Registration Statement.

                   (c) Each Investor agrees that, upon receipt of any notice
 from the Company of either (i) the commencement of an Allowed Delay pursuant to
 Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h)
 hereof, such Investor will immediately discontinue disposition of Registrable
 Securities pursuant to the Registration Statement covering such Registrable
 Securities, until the Investor's receipt of the copies of the supplemented or
 amended prospectus filed with the SEC and until any related post-effective
 amendment is declared effective and, if so directed by the Company, the
 Investor shall deliver to the Company (at the expense of the Company) or
 destroy (and deliver to the Company a certificate of destruction) all copies in
 the Investor's possession of the Prospectus covering the Registrable Securities
 current at the time of receipt of such notice.

                                      -7-
<PAGE>

      6. Indemnification.

                   (a) Indemnification by the Company. The Company will
 indemnify and hold harmless each Investor and its officers, directors, members,
 employees and agents, successors and assigns, and each other person, if any,
 who controls such Investor within the meaning of the 1933 Act, against any
 losses, claims, damages or liabilities, joint or several, to which they may
 become subject under the 1933 Act or otherwise, insofar as such losses, claims,
 damages or liabilities (or actions in respect thereof) arise out of or are
 based upon: (i) any untrue statement or alleged untrue statement of any
 material fact contained in any Registration Statement, any preliminary
 prospectus or final prospectus contained therein, or any amendment or
 supplement thereof; (ii) any blue sky application or other document executed by
 the Company specifically for that purpose or based upon written information
 furnished by the Company filed in any state or other jurisdiction in order to
 qualify any or all of the Registrable Securities under the securities laws
 thereof (any such application, document or information herein called a "Blue
 Sky Application"); (iii) the omission or alleged omission to state therein a
 material fact required to be stated therein or necessary to make the statements
 therein not misleading; (iv) any violation by the Company or its agents of any
 rule or regulation promulgated under the 1933 Act applicable to the Company or
 its agents and relating to action or inaction required of the Company in
 connection with such registration; or (v) any failure to register or qualify
 the Registrable Securities included in any such Registration in any state where
 the Company or its agents has affirmatively undertaken or agreed in writing
 that the Company will undertake such registration or qualification on an
 Investor's behalf and will reimburse such Investor, and each such officer,
 director or member and each such controlling person for any legal or other
 expenses reasonably incurred by them in connection with investigating or
 defending any such loss, claim, damage, liability or action; provided, however,
 that the Company will not be liable in any such case if and to the extent that
 any such loss, claim, damage or liability arises out of or is based upon an
 untrue statement or alleged untrue statement or omission or alleged omission so
 made in conformity with information furnished by such Investor or any such
 controlling person in writing specifically for use in such Registration
 Statement or Prospectus.

                   (b) Indemnification by the Investors. Each Investor agrees,
 severally but not jointly, to indemnify and hold harmless, to the fullest
 extent permitted by law, the Company, its directors, officers, employees,
 stockholders and each person who controls the Company (within the meaning of
 the 1933 Act) against any losses, claims, damages, liabilities and expense
 (including reasonable attorney fees) resulting from any untrue statement of a
 material fact or any omission of a material fact required to be stated in the
 Registration Statement or Prospectus or preliminary prospectus or amendment or
 supplement thereto or necessary to make the statements therein not misleading,
 to the extent, but only to the extent that such untrue statement or omission is
 contained in any information furnished in writing by such Investor to the
 Company specifically for inclusion in such Registration Statement or Prospectus
 or amendment or supplement thereto. In no event shall the liability of an
 Investor be greater in amount than the dollar amount of the proceeds (net of
 all expense paid by such Investor in connection with any claim relating to this
 Section 6 and the amount of any damages such Investor has otherwise been
 required to pay by reason of such untrue statement or omission) received by
 such Investor upon the sale of the Registrable Securities included in the
 Registration Statement giving rise to such indemnification obligation.

                                      -8-
<PAGE>

                   (c) Conduct of Indemnification Proceedings. Any person
 entitled to indemnification hereunder shall (i) give prompt notice to the
 indemnifying party of any claim with respect to which it seeks indemnification
 and (ii) permit such indemnifying party to assume the defense of such claim
 with counsel reasonably satisfactory to the indemnified party; provided that
 any person entitled to indemnification hereunder shall have the right to employ
 separate counsel and to participate in the defense of such claim, but the fees
 and expenses of such counsel shall be at the expense of such person unless (a)
 the indemnifying party has agreed to pay such fees or expenses, or (b) the
 indemnifying party shall have failed to assume the defense of such claim and
 employ counsel reasonably satisfactory to such person or (c) in the reasonable
 judgment of any such person, based upon written advice of its counsel, a
 conflict of interest exists between such person and the indemnifying party with
 respect to such claims (in which case, if the person notifies the indemnifying
 party in writing that such person elects to employ separate counsel at the
 expense of the indemnifying party, the indemnifying party shall not have the
 right to assume the defense of such claim on behalf of such person); and
 provided, further, that the failure of any indemnified party to give notice as
 provided herein shall not relieve the indemnifying party of its obligations
 hereunder, except to the extent that such failure to give notice shall
 materially adversely affect the indemnifying party in the defense of any such
 claim or litigation. It is understood that the indemnifying party shall not, in
 connection with any proceeding in the same jurisdiction, be liable for fees or
 expenses of more than one separate firm of attorneys at any time for all such
 indemnified parties. No indemnifying party will, except with the consent of the
 indemnified party, consent to entry of any judgment or enter into any
 settlement that does not include as an unconditional term thereof the giving by
 the claimant or plaintiff to such indemnified party of a release from all
 liability in respect of such claim or litigation.

                   (d) Contribution. If for any reason the indemnification
 provided for in the preceding paragraphs (a) and (b) is unavailable to an
 indemnified party or insufficient to hold it harmless, other than as expressly
 specified therein, then the indemnifying party shall contribute to the amount
 paid or payable by the indemnified party as a result of such loss, claim,
 damage or liability in such proportion as is appropriate to reflect the
 relative fault of the indemnified party and the indemnifying party, as well as
 any other relevant equitable considerations. No person guilty of fraudulent
 misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be
 entitled to contribution from any person not guilty of such fraudulent
 misrepresentation. In no event shall the contribution obligation of a holder of
 Registrable Securities be greater in amount than the dollar amount of the
 proceeds (net of all expenses paid by such holder in connection with any claim
 relating to this Section 6 and the amount of any damages such holder has
 otherwise been required to pay by reason of such untrue or alleged untrue
 statement or omission or alleged omission) received by it upon the sale of the
 Registrable Securities giving rise to such contribution obligation.

                                      -9-
<PAGE>

      7. Miscellaneous.

                   (a) Amendments and Waivers. This Agreement may be amended
 only by a writing signed by the Company and the Required Investors, which shall
 be binding on all of the Investors. The Company may take any action herein
 prohibited, or omit to perform any act herein required to be performed by it,
 only if the Company shall have obtained the written consent to such amendment,
 action or omission to act, of the Required Investors.

                   (b) Notices. All notices and other communications provided
 for or permitted hereunder shall be made as set forth in Section 9.4 of the
 Purchase Agreement.

                   (c) Assignments and Transfers by Investors. The provisions of
 this Agreement shall be binding upon and inure to the benefit of the Investors
 and their respective successors and assigns. An Investor may transfer or
 assign, in whole or from time to time in part, to one or more persons its
 rights hereunder in connection with the transfer of Registrable Securities by
 such Investor to such person, provided that such Investor complies with all
 laws applicable thereto and provides written notice of assignment to the
 Company promptly after such assignment is effected.

                   (d) Assignments and Transfers by the Company. This Agreement
 may not be assigned by the Company (whether by operation of law or otherwise)
 without the prior written consent of the Required Investors, provided, however,
 that the Company may assign its rights and delegate its duties hereunder to any
 surviving or successor corporation in connection with a merger or consolidation
 of the Company with another corporation, or a sale, transfer or other
 disposition of all or substantially all of the Company's assets to another
 corporation, without the prior written consent of the Required Investors, after
 notice duly given by the Company to each Investor.

                   (e) Benefits of the Agreement. The terms and conditions of
 this Agreement shall inure to the benefit of and be binding upon the respective
 permitted successors and assigns of the parties. Nothing in this Agreement,
 express or implied, is intended to confer upon any party other than the parties
 hereto or their respective successors and assigns any rights, remedies,
 obligations, or liabilities under or by reason of this Agreement, except as
 expressly provided in this Agreement.

                   (f) Counterparts; Faxes. This Agreement may be executed in
 two or more counterparts, each of which shall be deemed an original, but all of
 which together shall constitute one and the same instrument. This Agreement may
 also be executed via facsimile, which shall be deemed an original.

                   (g) Titles and Subtitles. The titles and subtitles used in
 this Agreement are used for convenience only and are not to be considered in
 construing or interpreting this Agreement.

                   (h) Severability. Any provision of this Agreement that is
 prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
 be ineffective to the extent of such prohibition or unenforceability without
 invalidating the remaining provisions hereof but shall be interpreted as if it
 were written so as to be enforceable to the maximum extent permitted by
 applicable law, and any such prohibition or unenforceability in any
 jurisdiction shall not invalidate or render unenforceable such provision in any
 other jurisdiction. To the extent permitted by applicable law, the parties
 hereby waive any provision of law which renders any provisions hereof
 prohibited or unenforceable in any respect.

                                      -10-
<PAGE>

                   (i) Further Assurances. The parties shall execute and deliver
 all such further instruments and documents and take all such other actions as
 may reasonably be required to carry out the transactions contemplated hereby
 and to evidence the fulfillment of the agreements herein contained.

                   (j) Entire Agreement. This Agreement is intended by the
 parties as a final expression of their agreement and intended to be a complete
 and exclusive statement of the agreement and understanding of the parties
 hereto in respect of the subject matter contained herein. This Agreement
 supersedes all prior agreements and understandings between the parties with
 respect to such subject matter.

                   (k) Governing Law; Consent to Jurisdiction; Waiver of Jury
 Trial. This Agreement shall be governed by, and construed in accordance with,
 the internal laws of the State of New York without regard to the choice of law
 principles thereof. Each of the parties hereto irrevocably submits to the
 exclusive jurisdiction of the courts of the State of New York located in New
 York County and the United States District Court for the Southern District of
 New York for the purpose of any suit, action, proceeding or judgment relating
 to or arising out of this Agreement and the transactions contemplated hereby.
 Service of process in connection with any such suit, action or proceeding may
 be served on each party hereto anywhere in the world by the same methods as are
 specified for the giving of notices under this Agreement. Each of the parties
 hereto irrevocably consents to the jurisdiction of any such court in any such
 suit, action or proceeding and to the laying of venue in such court. Each party
 hereto irrevocably waives any objection to the laying of venue of any such
 suit, action or proceeding brought in such courts and irrevocably waives any
 claim that any such suit, action or proceeding brought in any such court has
 been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY
 RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
 AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO
 THIS WAIVER.


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<PAGE>

            IN WITNESS 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:

OLYMPIC CASCADE FINANCIAL CORPORATION


By:   /s/ Mark Goldwasser
      -------------------------------------
      Mark Goldwasser
      President and Chief Executive Officer


                                      -12-
<PAGE>

The Investors:

ST. CLOUD CAPITAL PARTNERS, L.P.


By:  SCGP, LLC
Its: General Partner



     By: /s/ Marshall S. Geller
         ----------------------
         Marshall S. Geller
         Senior Managing Member


FRED B. TARTER AND LOIS TARTER JTWROS:


/s/ Fred B. Tarter
------------------
Fred B. Tarter


/s/ Lois Tarter
---------------
Lois Tarter


GKW UNIFIED HOLDINGS, LLC


By:   /s/ Gerry R. Ginsberg
      --------------------
      Gerry R. Ginsberg
      General Counsel and
      Authorized Signatory


                                      -13-
<PAGE>

                                    Exhibit A

                              Plan of Distribution

      The selling stockholders, which as used herein includes donees, pledgees,
transferees or other successors-in-interest selling shares of common stock or
interests in shares of common stock received after the date of this prospectus
from a selling stockholder as a gift, pledge, partnership distribution or other
transfer, may, from time to time, sell, transfer or otherwise dispose of any or
all of their shares of common stock or interests in shares of common stock on
any stock exchange, market or trading facility on which the shares are traded or
in private transactions. These dispositions may be at fixed prices, at
prevailing market prices at the time of sale, at prices related to the
prevailing market price, at varying prices determined at the time of sale, or at
negotiated prices.

      The selling stockholders may use any one or more of the following methods
when disposing of shares or interests therein:

      -  ordinary  brokerage   transactions  and  transactions  in  which  the
broker-dealer solicits purchasers;

      - block trades in which the broker-dealer will attempt to sell the shares
as agent, but may position and resell a portion of the block as principal to
facilitate the transaction;

      -  purchases  by  a  broker-dealer   as  principal  and  resale  by  the
broker-dealer for its account;

      -  an  exchange  distribution  in  accordance  with  the  rules  of  the
applicable exchange;

      - privately negotiated transactions;

      - short sales effected after the date the registration statement of which
this Prospectus is a part is declared effective by the SEC;

      - through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;

      - broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;

      - a combination of any such methods of sale; and

      - any other method permitted pursuant to applicable law.

      The selling stockholders may, from time to time, pledge or grant a
security interest in some or all of the shares of common stock owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock, from
time to time, under this prospectus, or under an amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the 1933 Act amending the
list of selling stockholders to include the pledgee, transferee or other
successors in interest as selling stockholders under this prospectus. The
selling stockholders also may transfer the shares of common stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.
<PAGE>

      In connection with the sale of our common stock or interests therein, the
selling stockholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. The selling
stockholders may also sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).

      The aggregate proceeds to the selling stockholders from the sale of the
common stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any. Each of the selling stockholders reserves the
right to accept and, together with their agents from time to time, to reject, in
whole or in part, any proposed purchase of common stock to be made directly or
through agents. We will not receive any of the proceeds from this offering. Upon
any exercise of the warrants by payment of cash, however, we will receive the
exercise price of the warrants.

      The selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the 1933 Act, provided
that they meet the criteria and conform to the requirements of that rule.

      The selling stockholders and any underwriters, broker-dealers or agents
that participate in the sale of the common stock or interests therein may be
"underwriters" within the meaning of Section 2(11) of the 1933 Act. Any
discounts, commissions, concessions or profit they earn on any resale of the
shares may be underwriting discounts and commissions under the 1933 Act. Selling
stockholders who are "underwriters" within the meaning of Section 2(11) of the
1933 Act will be subject to the prospectus delivery requirements of the 1933
Act.

      To the extent required, the shares of our common stock to be sold, the
names of the selling stockholders, the respective purchase prices and public
offering prices, the names of any agents, dealer or underwriter, any applicable
commissions or discounts with respect to a particular offer will be set forth in
an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.

      In order to comply with the securities laws of some states, if applicable,
the common stock may be sold in these jurisdictions only through registered or
licensed brokers or dealers. In addition, in some states the common stock may
not be sold unless it has been registered or qualified for sale or an exemption
from registration or qualification requirements is available and is complied
with.
<PAGE>

      We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the 1934 Act may apply to sales of shares in the market
and to the activities of the selling stockholders and their affiliates. In
addition, we will make copies of this prospectus (as it may be supplemented or
amended from time to time) available to the selling stockholders for the purpose
of satisfying the prospectus delivery requirements of the 1933 Act. The selling
stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including
liabilities arising under the 1933 Act.

      We have agreed to indemnify the selling stockholders against liabilities,
including liabilities under the 1933 Act and state securities laws, relating to
the registration of the shares offered by this prospectus.

      We have agreed with the selling stockholders to keep the registration
statement of which this prospectus constitutes a part effective until the
earlier of (1) such time as all of the shares covered by this prospectus have
been disposed of pursuant to and in accordance with the registration statement
or (2) the date on which the shares may be sold pursuant to Rule 144(k) of the
1933 Act.