OLYMPIC CASCADE FINANCIAL CORPORATION

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT  ("AGREEMENT") IS MADE AND ENTERED INTO THIS
12TH day of June, 2000, by and between OLYMPIC CASCADE FINANCIAL CORPORATION,  a
Delaware  corporation  (the  "Company"),  and  MARK  GOLDWASSER,  an  individual
("Executive").

                                    RECITALS

         A. The Company desires to be assured of the association and services of
Executive for the Company.

         B. Executive is willing and desires to be employed by the Company,  and
the  Company  is  willing  to  employ  Executive,  upon the terms, covenants and
conditions hereinafter set forth.

                                    AGREEMENT

         NOW,  THEREFORE,  in consideration  of the mutual terms,  covenants and
conditions hereinafter set forth, the parties hereto do hereby agree as follows:

1.  EMPLOYMENT.  The Company  hereby employs  Executive as "Managing  Director",
subject to the  supervision  and  direction  of the  Company's  Chief  Executive
Officer and Board of Directors. The Company anticipates that within 90 days from
the date of this Agreement,  Executive will be elected President of the Company.
Upon such election,  Executive's  employment  shall continue under the terms and
conditions of this Agreement.

2.  TERM. The term of this  Agreement  shall be for a period  of three (3) years
commencing on the date hereof,  unless terminated earlier  pursuant to Section 6
below.

3.       COMPENSATION: REIMBURSEMENT.

     3.1  BASE  SALARY.  For all  services  rendered  by  Executive  under  this
Agreement,  and commencing June 12, 2000, the Company shall pay Executive a base
salary  ("Base  Salary")  of $400,000  per annum.  The Base Salary is subject to
increases  from time to time at the  discretion of the Board of Directors of the
Company.

     3.2 ADDITIONAL BENEFITS. In addition to the Base Salary, Executive shall be
entitled to all other  benefits of employment  now or hereafter  provided to the
other  executives  of the Company,  its  operating  divisions  or  subsidiaries,
including but not limited to individual  health  insurance,  life  insurance and
on-premises parking. Executive shall be based in the City of New York in offices
to be established for him by the Company.

     3.3 BONUSES.  It is  contemplated  that from time to time Executive will be
paid bonuses based upon the Company's and Executive's performance.

     3.4  OPTIONS.  Executive  shall be  granted an option to  purchase  150,000
shares of common stock of the Company at an exercise  price equal to the closing

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price  for such  stock on or near the  effective  date of this  Agreement.  Such
options shall be 100% vested upon the effective date of this  Agreement.  In the
event that Executive's employment  terminates,  his rights with respect to these
options shall be governed by the Company's 2000 Stock Option Plan.

     3.5 CONTINUING OBLIGATIONS.  All of the Company's compensation  obligations
under this paragraph shall continue through the term of this Agreement.

     3.6  REIMBURSEMENT.  Executive  shall  be  reimbursed  for  all  reasonable
out-of-pocket  business expenses for business travel and business  entertainment
incurred in connection  with the performance of his duties under this Agreement.
The  reimbursement  of  Executive's  business  expenses  shall  be  upon  weekly
presentation  to and  approval  by the  Company  of  valid  receipts  and  other
appropriate documentation for such expenses.

4.       SCOPE OF DUTIES.

     4.1  ASSIGNMENT  OF  DUTIES.  Executive  shall  have such  duties as may be
assigned  to  him  from  time  to  time  by the  Company's  Board  of  Directors
commensurate with his experience and  responsibilities in the position for which
he is employed  pursuant  to Section 1 above.  Such  duties  shall be  exercised
subject to the control and supervision of the Board of Directors of the Company.

     4.2  EXECUTIVE'S  DEVOTION OF TIME.  Executive  hereby agrees to devote his
professional full time,  abilities and energy to the faithful performance of the
duties  assigned to him and to the  promotion  and  forwarding  of the  business
affairs of the Company,  and not to divert any business  opportunities  from the
Company to himself or to any other person or business entity. Executive shall be
entitled to not less than four (4) weeks of paid  vacation and not less than two
(2) weeks of paid sick leave during each fiscal year of the Company.

     4.3  CONFLICTING  ACTIVITIES.  For  the  term of this  Agreement  or  until
Executive's  employment hereunder terminates,  whichever occurs first, Executive
hereby agrees to promote and develop all business opportunities that come to his
attention relating to current or anticipated future business of the Company,  in
a manner  consistent  with the best  interest of the Company and with his duties
under this  Agreement.  If  Executive  becomes  aware of a business  opportunity
during the performance of his Company  duties,  through the use of the Company's
property or  information,  or under  circumstances  that would  reasonably  lead
Executive to believe that the business  opportunity  was intended by the offeror
to be offered to the  Company,  he shall  first  offer such  opportunity  to the
Company.  Should the Chief  Executive  Officer of the Company,  on behalf of the
Company,  not exercise its right to pursue this  business  opportunity  within a
reasonable period of time, not to exceed thirty (30) days, Executive may develop
the business opportunity for himself;  provided,  however, that such development
may in no way  conflict or  interfere  with the duties owed by  Executive to the
Company  under this  Agreement.  Further,  Executive  may develop such  business
opportunities  only on his own  time,  and may not use any  service,  personnel,
equipment,  supplies,  facility,  or  trade  secrets  of the  Company  in  their
development.  As used herein, the term "business  opportunity" shall not include
business opportunities  involving investment in publicly traded stocks, bonds or
other securities, or other investments of a personal nature.

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     5. CONFIDENTIALITY OF TRADE SECRETS AND OTHER MATERIALS.  Other than in the
performance of his duties  hereunder,  Executive agrees not to disclose,  either
during the term of his employment by the Company or at any time  thereafter,  to
any person, firm or corporation any information concerning the business affairs,
the trade secrets or the customer  lists or similar  information of the Company.
Any technique,  method, process, technology or customer compilation or list used
by the Company  shall be  considered  a "trade  secret" for the purposes of this
Agreement.  Notwithstanding  the  foregoing,  the names  and  other  information
relating to the retail  brokerage  customers of Executive who have been assigned
Executive's A/E number shall not be considered as "confidential information" for
purposes of this Section 5 or any other provision of this Agreement.

     6. SEVERANCE. So long as this Agreement is in effect, in the event that the
Company terminates  Executive's employment under any circumstances not specified
as a basis for  termination  in Section 7.1  hereof,  Executive  or  Executive's
designees or heirs shall be entitled to 12 equal monthly  payments  equal in the
aggregate  to one  year of  Executive's  Base  Salary  as then  in  effect  (the
"Severance Payment").

7.       TERMINATION.

     7.1      BASES FOR TERMINATION.


          (a) Executive's  employment hereunder may be terminated at any time by
     mutual agreement of the parties.

          (b) Executive's employment hereunder shall automatically  terminate on
     the last day of the month in which  Executive  dies.  If Executive  becomes
     permanently  disabled and is unable to perform the essential duties defined
     in paragraph 4 hereof (the  "Duties") with or without  accommodation,  then
     Executive's employment hereunder may be terminated.  "Permanent disability"
     as used herein shall mean mental or physical disability or both,  evidenced
     by:

               (i) a consecutive six month period of time during which Executive
          is unable to perform the Duties with or without accommodation; and

               (ii) medical  documentation from Executive's  attending physician
          or a duly  licensed  independent  physician  selected by the Company's
          Board of  Directors,  stating  that  Executive  is  physically  and/or
          mentally disabled from performing the essential Duties with or without
          accommodation  and that the disabling  condition is permanent and will
          not substantially change or improve.

          (c) Executive may  terminate  his  employment  hereunder by giving the
     Company 60 days prior written notice,  which termination shall be effective
     on the 60th day following such notice.

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<PAGE>

          (d)  Executive's  employment  may  not be  terminated  by the  Company
     against his will without a finding,  by an impartial third person or panel,
     of fraud, theft or defalcation.

          (e) Executive's  employment hereunder may be terminated by the Company
     or by Executive at any time within ninety (90) days after the occurrence of
     a Change in Control (as defined below). Upon such termination:

               (i) the Company  shall pay to Executive as a lump-sum  payment an
          amount  equal to two (2) years'  Base  Salary in effect at the time of
          termination;

               (ii) the Company shall provide  Executive with a continuation  of
          health  insurance   coverage,   existing  office  space  and  existing
          secretarial  and  telephone  services,  in each  case for a period  of
          eighteen (18) months after the date of termination; and

               (iii) all stock options issued by the Company to Executive  shall
          immediately  vest and become  exercisable for a period of at least two
          (2) years after the date of termination, notwithstanding any provision
          to the  contrary in the  Company's  stock  option plan or in any stock
          option agreement between the Company and Executive.

     For  purposes  of this  Agreement,  a "Change  in  Control"  shall mean the
     occurrence of any of the following events:

                    (x) the  acquisition  by any  individual,  entity  or  group
               (within  the  meaning  of Section  13(d)(3)  or  14(d)(2)  of the
               Securities  Exchange Act of 1934, as amended (the "Exchange Act")
               (collectively,  a "person") of Beneficial ownership (as such term
               is defined in Rule 13d-3  promulgated  under the  Exchange  Act),
               directly or indirectly,  of twenty-five  percent (25%) or more of
               the then  outstanding  shares of common  stock of the  Company or
               National Securities Corporation  (collectively,  the "Outstanding
               Common Stock");  provided,  however, that the following shall not
               constitute  a  Change  of  Control:  (i)  any  acquisition  by an
               Underwriter  (as such term is  defined  in  Section  2(11) of the
               Securities  Act of 1933,  as amended) for the purpose of making a
               public offering;  or (ii) any acquisition by any employee benefit
               plan (or related trust) sponsored or maintained by the Company or
               National Securities  Corporation or any corporation controlled by
               the Company or National Securities Corporation;

                    (y) the sale or liquidation of all or  substantially  all of
               the assets of the Company or National Securities Corporation; or


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                    (z) any transaction or series of  transactions  which result
               in Steven A.  Rothstein  directly or indirectly  owning less than
               ten percent (10%) of the Outstanding Common Stock.

          (f)  Notwithstanding  anything  contained  herein,  or  in  any  other
     agreement  between the Company and  Executive,  or benefit or  compensation
     plan under which the Executive participates,  to the contrary, in the event
     that any amounts due  Executive  under this Section 7.1, or under any other
     plan or program of the Company or other  agreement  between the Company and
     Executive,  constitute  "parachute payments," within the meaning of section
     280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the
     amount of such parachute payments, when reduced by the federal excise taxes
     due and owing on such parachute  payments,  if any, is less than the amount
     Executive  would  receive  if he were paid  only  three (3) times his "base
     amount," as that term is defined in section 280G of the Code, then, in lieu
     of all payments hereunder which are parachute payments,  Executive shall be
     paid,  in cash, an amount equal to three (3) times his base amount less one
     dollar ($1.00).  The determinations to be made with respect to this Section
     7.1(f)  shall be made by an  independent  auditor  jointly  selected by the
     parties."

     8. NONCOMPETE.  Executive covenants and agrees that during the terms of his
employment  hereunder  and  for  a  period  of  one  (1)  year  thereafter  (the
"Noncompetition  Period"),  Executive shall not, directly or indirectly recruit,
solicit or otherwise induce any customer,  officer or employee of the Company or
its affiliates, or any independent contractor associated with the Company or its
affiliates, to discontinue such relationship with the Company or its affiliates.
During the Noncompetition  Period,  Executive shall hold in confidence and shall
not disclose to anyone,  or use or otherwise  exploit for his own benefit or the
benefit of any person or entity, any confidential or proprietary  information of
the Company, including, without limitation, customer and vendor lists, financial
statements and information,  trade secrets or marketing  arrangements and plans,
unless  directed  to do so by order of any court;  provided,  however,  that the
terms of this  paragraph  8 shall not  restrict  Executive  with  respect to any
Company customer who has been assigned Executive's A/E number.

     9.       MISCELLANEOUS.

          9.1  TRANSFER  AND  ASSIGNMENT.  This  Agreement  is  personal  as  to
     Executive and shall not be assigned or transferred by Executive without the
     prior written consent of the Company.  This Agreement shall be binding upon
     and inure to the benefit of all of the parties hereto and their  respective
     permitted heirs, personal representatives, successors and assigns.

          9.2  SEVERABILITY.  Nothing  contained  herein  shall be  construed to
     require the  commission  of any act  contrary to law.  Should  there by any
     conflict  between any provisions  hereof and any present or future statute,
     law, ordinance, regulation, or other pronouncement having the force of law,
     the latter shall  prevail,  but the  provision of this  Agreement  affected
     thereby  shall be  curtailed  and limited  only to the extent  necessary to
     bring it within the  requirements of the law, and the remaining  provisions
     of this Agreement shall remain in full force and effect.

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<PAGE>

          9.3 GOVERNING LAW. This Agreement is made under and shall be construed
     in  accordance  with the laws of the State of Illinois,  without  regard to
     conflict of laws  principles.  The Company and Executive hereby consent and
     agree to be subject to the  jurisdiction of the federal and state courts of
     the State of Illinois sitting in Chicago,  Illinois, in any suit, action or
     proceeding  arising out of this Agreement or the transactions  contemplated
     hereby.

          9.4   COUNTERPARTS.   This   Agreement  may  be  executed  in  several
     counterparts  and all documents so executed shall constitute one agreement,
     binding  on all of the  parties  hereto,  notwithstanding  that  all of the
     parties did not sign the original or the same counterparts.

          9.5 ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
     and  understanding of the parties with respect to the subject matter hereof
     and  supersedes  all prior oral or written  agreements,  arrangements,  and
     understandings   with  respect   thereto.   No   representation,   promise,
     inducement,  statement or intention  has been made by any party hereto that
     is not embodied  herein,  and not party shall be bound by or liable for any
     alleged representation,  promise,  inducement or statement not so set forth
     herein.

          9.6 MODIFICATION. This Agreement may be modified, amended, superseded,
     or cancelled, and any of the terms, covenants, representations,  warranties
     or conditions hereof may be waived,  only by a written instrument  executed
     by the party or  parties to be bound by any such  modification,  amendment,
     supersession, cancellation, or waiver.

          9.7 ATTORNEYS' FEES AND COSTS. In the event of any dispute arising out
     of the  subject  matter  of this  Agreement,  the  prevailing  party  shall
     recover, in addition to any other damages assessed, its attorneys' fees and
     court costs incurred in litigating or otherwise  settling or resolving such
     dispute  whether or not an action is brought or prosecuted to judgment.  In
     construing this  Agreement,  none of the parties hereto shall have any term
     or  provision  construed  against such party solely by reason of such party
     having drafted the same.

          9.8 WAIVER.  The waiver by either of the parties,  express or implied,
     of any right  under this  Agreement  or any  failure to perform  under this
     Agreement by the other party, shall not constitute or be deemed as a waiver
     of any other right under this Agreement, or of any other failure to perform
     under this Agreement by the other party, whether of a similar or dissimilar
     nature.

          9.9  CUMULATIVE  REMEDIES.  Each  and all of the  several  rights  and
     remedies  provided  in this  Agreement,  or by law or in  equity,  shall be
     cumulative,  and no one of them shall be  exclusive  of any other  night or
     remedy, and the exercise of any one of such rights or remedies shall not be
     deemed a waiver of, or an  election  to  exercise,  any other such right or
     remedy.

          9.10  HEADINGS.  The  section  and other  headings  contained  in this
     Agreement are for  reference  purposes only and shall not in any way affect
     the meaning and interpretation of this Agreement.

          9.11 NOTICES.  Any notice under this Agreement must be in writing, may
     be   telecopied,   sent  by  express   24-hour   guaranteed   courier,   or
     hand-delivered,  or may be  served  by  depositing  the same in the  United
     States mail,  addressed to the party to be  notified,  postage-prepaid  and

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     registered or certified with a return receipt  requested.  The addresses of
     the parties for the receipt of notice shall be as follows:

         If to the Company:                Olympic Cascade Financial Corporation
                                           875 North Michigan Avenue

                                           Suite 1560
                                           Chicago, Illinois  60611
                                           Attn: Steven A. Rothstein

         If to Executive:                  Mark Goldwasser
                                           2 Cornell Street
                                           Scarsdale, New York 10583

Each notice given by registered or certified mail shall be deemed  delivered and
effective  on the date of  delivery  as shown on the  return  receipt,  and each
notice  delivered  in any other manner shall be deemed to be effective as of the
time of actual delivery thereof. Each party may change its address for notice by
giving notice thereof in the manner provided above.

         IN WITNESS  WHEREOF,  the parties  hereto  have caused this  Employment
Agreement to be executed as of the date first set forth above.

EXECUTIVE                                          OLYMPIC CASCADE FINANCIAL
CORPORATION

                                                   By:
--------------------------------------------       -----------------------------
Mark Goldwasser                                    Steven A. Rothstein, Chairman


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