NATIONAL SECURITIES CORPORATION

                              EMPLOYMENT AGREEMENT

         This Employment Agreement  ("Agreement") is made effective this 1st day
of July,  1999, by and between  NATIONAL  SECURITIES  CORPORATION,  a Washington
corporation (the "Company") and DAVID M. WILLIAMS, 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 "Corporate Controller and
Chief  Operating  Officer,"  subject to the  supervision  and  direction  of the
Company's President 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, 2002,  unless  terminated  earlier
pursuant to Section 6 below.

3.       COMPENSATION; REIMBURSEMENT.

3.1 BASE SALARY.  For all services  rendered by Executive  under this Agreement,
the Company shall pay  Executive a base salary  ("Base  Salary") of $90,0000 per
annum through August 31, 1999,  increasing to $120,000 per annum on September 1,
1999.  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.  The Company shall reimburse  Executive for all reasonable
costs  associated  with (i) his move to the Seattle area;  and (ii)  maintaining
licensure  as  a  Certified  Public  Accountant  in  the  State  of  Washington,
including,  but not limited to, annual dues and the costs of meeting  continuing
education  requirements.  Additionally,  the Company  will provide air travel to
Chicago four (4) times per year for  Executive or one (1) member of  Executive's
family.

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.

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,  President 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.

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 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 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 60 days prior written notice,  which  termination  shall be effective on
the 60th day following such notice.

(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  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 Olympic  Cascade  Financial  Corporation  or any
corporation controlled by the Company or Olympic Cascade Financial Corporation;

                    (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: David M. Williams

                            875 North Michigan Avenue

                                   Suite 1560

                             Chicago, Illinois 60611

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

         -----------------------------------
         David M. Williams