Consent to Change in Control and First Amendment to Clearing Agreement
     ----------------------------------------------------------------------

       THIS  CONSENT  TO  CHANGE IN  CONTROL  AND FIRST  AMENDMENT  TO  CLEARING
AGREEMENT  dated as of  September  18, 2001 (this  "Amendment"),  by and between
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 (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.

       2. Clearing Firm and Introducing  Firm  subsequently  discovered a mutual
mistake in the last sentence of subparagraph  (xii) of Section K of Article XVII
and now desire to correct such mistake as hereinafter provided.

       3.  Moreover,  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. By Section (7) of Article XV, an Event of Default under the Promissory
Note is an Event of Default under the Clearing Agreement.

       5.  Borrower  has proposed a "Change in Control" in Borrower as described
in the  Summary of Proposed  Transactions  with  Lonpac  Investment  LLC and the
Memorandum  to  National   Association  of  Securities   Dealers,   Inc.  styled
"Application for Change of Control of National Securities  Corporation,"  copies
of  which  summary  and   memorandum   are  marked  Exhibit  A  and  Exhibit  B,
respectively,  and  attached  hereto as part  hereof  (the  "Proposed  Change in
Control").

       6. In its capacity as lender under the Promissory Note,  Clearing Firm is
willing to  consent  to the  Proposed  Change in  Control  in  exchange  for the
correction of the above mistake in the Clearing  Agreement,  all 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 and Introducing Firm
agree as follows.

       1. The last sentence of subparagraph (ii) of Section K of Article XVII is
hereby deleted and the following sentence is substituted therefor:

              Notwithstanding  the  foregoing,  if  the  loan  evidenced  by the
              Promissory Note has been paid in full solely by the application of
              the  provisions  of the  paragraph of the  Promissory  Note styled
              "FORGIVENESS  OF  OBLIGATIONS"  and  there is no Event of  Default
              under  this  Agreement  when  such  loan is so paid in  full,  the
              Clearing   Firm  shall  waive  its  right  to  receive  any  early
              termination  fees under this Agreement which are payable after the
              date such loan is so paid in full.


<PAGE>

       2.  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.

       3. Except as expressly  amended by this Amendment,  the 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.

       4. 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.

         WITNESS the following signatures.

                                           FIRST CLEARING CORPORATION



                                           By:__________________________________
                                               Name:____________________________
                                               Title:___________________________


                                           OLYMPIC CASCADE FINANCIAL CORPORATION



                                            By:_________________________________
                                               Name:____________________________
                                               Title:___________________________


                                            NATIONAL SECURITIES CORPORATION



                                            By:_________________________________
                                               Name:____________________________
                                               Title:___________________________



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