NATIONAL SECURITIES CORPORATION

                              EMPLOYMENT AGREEMENT

         This Employment  Agreement  ("Agreement")  is made effective as of this
1st day of  July,  1999,  by and  between  NATIONAL  SECURITIES  CORPORATION,  a
Washington  corporation  (the  "Company") and MICHAEL A. BRESNER,  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 "President"  subject to
the supervision and direction of the Company's Chief Executive Officer and Board
of Directors. This Agreement supersedes any earlier Employment Agreement between
the parties.

2. TERM. The term of this Agreement  shall be for a period of time commencing on
the date hereof,  and terminating on June 30, 2003,  unless  terminated  earlier
pursuant  to  Section  6 below.  The  term of  Executive's  employment  shall be
automatically extended without further action by either party for additional one
(1) year periods unless written notice of either party's intention not to extend
has been given to the other party  hereto at least three (3) months prior to the
expiration of the then effective term.

3.       COMPENSATION; REIMBURSEMENT.

3.1      BASE SALARY AND INCENTIVE COMPENSATION.

a.                         For all  services  rendered by  Executive  under this
                           Agreement,  the  Company  shall pay  Executive a base
                           salary  ("Base  Salary") of $350,000  per annum.  The
                           Base Salary is subject to increases from time to time
                           at the  discretion  of the Board of  Directors of the
                           Company.

b.                         Additionally,   the  Company   shall  pay   Executive
                           incentive compensation on an annual basis ("Incentive
                           Compensation") equal to seven and one-half percent (7
                           1/2%) of the Company's  annual income from operations
                           before  income tax,  for each fiscal year  commencing
                           with the fiscal year ending September 2000.  Provided
                           however, the Incentive Compensation payable hereunder
                           shall not exceed $50,000 for each fiscal year.

3.2  ADDITIONAL  BENEFITS AND  COMPENSATION.  In addition to the Base Salary and
Incentive  Compensation,  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.   "Additional
compensation" shall include  underwriters  warrants,  equity  participations and
shares of investment  banking deals.  A pool shall be established  equal to five
(5) to fifteen (15) percent of the total of such "additional  compensation"  for
all investment banking deals concluded under the "Olympic Cascade" umbrella, and
Executive shall be allocated at least one-third (1/3) of such pool.

         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,  in the
sole discretion of the Company.

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

3.5   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.  In addition,  Executive shall be
entitled to $20,000 in non-accountable travel expenses (airline tickets, hotels,
car rentals, etc.)

annually.

3.6 RELOCATION  EXPENSE.  The Company and the Executive agree that the Executive
shall be required to relocate  his  residence  to Seattle,  Washington  within a
reasonable time from the  commencement  of the Employment  Term. This relocation
will  be  subject  to  the  following  relocation  expense  reimbursements:  (a)
reasonable  moving  expenses  and  closings  costs,  at cost;  (b)  real  estate
commission  on the  sale  of  Executive's  current  home;  and  (c)  Executive's
reasonable  expenses  to,  from,  and  in  Seattle,  until  such  relocation  is
completed.

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 Chief  Executive  Officer and
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.   Executive'   duties   shall   include   full  profit  and  loss
responsibility, and he shall be responsible for the day-to-day activities of the
Company, including the hiring and firing of subordinate employees.

         4.2 EXECUTIVE'S DEVOTION OF TIME. Executive hereby agrees to devote his
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  three (3)  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.

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,  and except as would be
inconsistent  with  Section  7,  upon  termination  of  Executive's  employment,
Executive  or  Executive's  designees  or heirs  shall be entitled to a lump sum
payment equal to two (2) years 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  Section 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 or her employment hereunder
                         by giving the Company  thirty  (30) DAYS PRIOR  WRITTEN
                         NOTICE,  WHICH  TERMINATION  SHALL BE  EFFECTIVE ON THE
                         THIRTIETH (30TH) day following such notice.

                    (d)  Executive's  employment  may not be  terminated  by the
                         Company  against his will unless he is  convicted  of a
                         felony involving fraud, theft or defalcation  involving
                         his   activities  at  the  Company.   If  executive  is
                         terminated  without cause, as defined herein,  he shall
                         be entitled to receive  twenty-four (24) months of base
                         compensation payable as follows: (a) $100,000 cash upon
                         termination and (b) $700,000 in twenty-four  (24) equal
                         monthly  installments.  If the Company  fails to make a
                         monthly  installment,  which is not  cured  within  (3)
                         business  days after  written  notice,  then the entire
                         remaining amount owed to the Executive shall be payable
                         immediately.

                    (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  Olympic  Cascade  Financial  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 any corporation controlled by the Company;

                    (y)  the sale or liquidation of all or substantially  all of
                         the assets of the

Company, or Olympic Cascade Financial Corporation; or

                    (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 term 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
independent   contractor  associated  with  the  Company,  to  discontinue  such
relationship with the Company. 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 Section 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.

         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 canceled,  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 right 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 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:

                         National Securities Corporation

                            875 North Michigan Avenue

                                   Suite 1560

                             Chicago, Illinois 60611

                            Attn: Steven A. Rothstein

                     If to the Executive: Michael A. Bresner

                      At his then home address, currently:

                                229 Linden Avenue

                            Wilmette, Illinois 60691

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.

         NATIONAL SECURITIES CORPORATION

         By: _______________________________
               Steven A. Rothstein, Chairman

         EXECUTIVE

         -----------------------------------
         Michael A. Bresner