Second Amendment to Clearing Agreement
                       First Amendment to Promissory Note


     THIS CONSENT AND AMENDMENT TO CERTAIN  AGREEMENTS  dated as of December 13,
2001 (this  "Amendment"),  by and among FIRST  CLEARING  CORPORATION  ("Clearing
Firm");  OLYMPIC  CASCADE  FINANCIAL  CORPORATION  ("Borrower");   and  NATIONAL
SECURITIES CORPORATION ("Introducing Firm"), recites and provides.

Recitals.
--------

     1. Clearing  Firm and  Introducing  Firm entered into a Clearing  Agreement
made as of August 23, 2001, as amended by Consent to Change in Control and First
Amendment to Clearing  Agreement dated as of September 18, 2001, (as so amended,
the  "Clearing  Agreement").  Capitalized  terms used  herein and not  otherwise
defined shall have the meanings given them in the Clearing Agreement. References
to Articles  and  Sections  shall be to Articles  and  Sections of the  Clearing
Agreement, unless otherwise indicated.

     2. Clearing Firm and Borrower  executed a Promissory Note made as of August
23, 2001 in the amount of Six Million and No/100 Dollars ($6,000,000.00) or such
sum as may be advanced and outstanding from time to time.

     3.  The  covenant  styled  "Change  In  Control"  of  the  Promissory  Note
prohibits,  in pertinent part, the sale, transfer or exchange of more than fifty
percent (50%) of the outstanding  stock or voting power of or in either Borrower
or Introducing  Firm in a single  transaction or a series of  transactions  or a
material change in the management of Borrower or Introducing Firm, the breach of
such covenant being an Event of Default as defined in the Promissory Note.

     4. Borrower has proposed a "Change in Control"  whereby  Borrower  proposes
entering  into  a  series  of   transactions   substantially   under  the  terms
contemplated  by the Term  Sheet  styled  "Acquisition  of  Interest  in Olympic
Cascade Financial Corporation by Mark Goldwasser,  Steven Sands and Martin Sands
(or entities  controlled by them), dated as of December 6, 2001" a copy of which
is  attached  hereto as part  hereof as  Exhibit  A,  (the  "Proposed  Change of
Control"), provided that the price of such transaction has been changed to $1.50
per share.

     5. In its capacity as lender under the  Promissory  Note,  Clearing Firm is
willing  to  consent  to the  Proposed  Change  of  Control  and to  reduce  the
stockholders  equity  covenant  obligation,  in exchange for a modification  and
extension of the Early Termination Fee.

     6.  Clearing  Firm,  Borrower  and  Introducing  Firm now  desire  that the
Promissory Note and the Clearing Agreement be amended and the Proposed Change of
Control be consented to by this Amendment as hereinafter provided.

     NOW, THEREFORE, for and in consideration of the mutual promises hereinafter
set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby  acknowledged,  Clearing Firm, Borrower and Introducing Firm
agree as follows.


<PAGE>

     1.  Recitals.  The foregoing  recitals are confirmed by the parties as true
and correct,  and are incorporated herein by this reference.  The recitals are a
substantive, contractual part of this Amendment.

     2.  Promissory  Note. The covenant  titled  "Shareholder  Equity" is hereby
deleted in its entirety and the following is substituted therefor:

     "Shareholder Equity. Borrower shall at all times maintain not less than Two
Million and No/100 Dollars ($2,000,000.00) of shareholder equity."

     3.  Consent to Change in Control.  Clearing  Firm in its capacity as lender
under the Promissory Note consents to the Proposed Change in Control;  provided,
however,  that the  giving  of such  consent  shall  not be deemed to be (a) the
consent of the Clearing Firm to any other transaction or event for which consent
is required  under the Clearing  Agreement,  the  Promissory  Note or any of the
other Loan  Documents (as defined in the  Promissory  Note) or (b) the waiver by
the  Clearing  Firm of any of its  rights  under  the  Clearing  Agreement,  the
Promissory  Note or any of such  other  Loan  Documents.  Clearing  Firm  hereby
revokes  all prior  consent  given to either  Introducing  Firm or Borrower to a
Change in Control.

     4. Early  Termination  Fees. The table of early termination fees at Article
XVII,  Section  K(ii)  is  hereby  deleted  and the  following  table  of  early
termination fees is substituted therefor:

     -------------------------------------- -------------------------------
      Termination in Term Year                    Early Termination Fee
      -------------------------------------- -------------------------------
                  1                               $2,000,000
      -------------------------------------- -------------------------------
                  2                               $2,000,000
      -------------------------------------- -------------------------------
                  3                               $1,600,000
      -------------------------------------- -------------------------------
                  4                               $1,200,000
      -------------------------------------- -------------------------------
                  5                               $  800,000
      -------------------------------------- -------------------------------
                  6                               $  400,000
      -------------------------------------- -------------------------------


     5.  Governing  Law.  This  Amendment  shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.

     6.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and  delivered  shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.

     7. Successors and Assigns. The terms and conditions of this Amendment shall
be binding upon, and shall inure to the benefit of, the parties hereto and their
respective successors and assigns.

     8. Amendments.  Any amendment to this Amendment, the Promissory Note or the
Clearing  Agreement  must be in  writing,  must be  executed  and  delivered  by
Clearing Firm and Introducing Firm and must expressly refer to this Amendment.

     9.  Headings.  The headings in this  Amendment are for the  convenience  of
reference only and shall in no way affect the  interpretation or construction of
this Amendment.
<PAGE>

     10. Ratification and Confirmation of the Agreement. Clearing Firm, Borrower
and  Introducing  Firm  ratify  and  confirm  the  Agreement  and agree that the
Agreement shall remain in full force and effect in accordance with its terms.

     11.  Ratification  and  Confirmation of the Clearing  Agreement.  Except as
expressly  amended by this Amendment,  Clearing Firm and Introducing Firm ratify
and confirm the Clearing  Agreement and agree that the Clearing  Agreement shall
remain in full force and effect in accordance with its terms.

     12.  Ratification and Confirmation of the Promissory Note.  Borrower hereby
ratifies and confirms the Promissory  Note and agrees that the  Promissory  Note
shall remain in full force and effect in accordance with its terms.

     13.  Effectiveness.  This Amendment to be effective  immediately before the
effectiveness of the Proposed Change in Control.

         WITNESS the following signatures.

                                            FIRST CLEARING CORPORATION


                                            By:_________________________________
                                                 Name:__________________________
                                                 Title:_________________________


                                           OLYMPIC CASCADE FINANCIAL CORPORATION



                                            By:_________________________________
                                                 Name:__________________________
                                                 Title:_________________________


                                           NATIONAL SECURITIES CORPORATION



                                            By:_________________________________
                                                 Name:__________________________
                                                 Title:_________________________