CERTIFICATE OF INCORPORATION
                                       OF

                      OLYMPIC CASCADE FINANCIAL CORPORATION

                     Pursuant to Section 102 of the General
                    Corporation Law of the State of Delaware

      FIRST: The name of the corporation (hereinafter called the "Corporation")
is Olympic Cascade Financial Corporation.

      SECOND: The registered office of the Corporation in the State of Delaware
is located at 1013 Centre Road, City of Wilmington, County of New Castle,
Delaware 19805. The name and address of the Corporation's registered agent is
Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

      THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized under the
General Corporation Law of the State of Delaware.

      FOURTH: The total number of shares of all classes of stock which the
corporation has authority to issue is Thirty Million Two Hundred Thousand
(30,200,000) shares, consisting of two classes: Thirty Million (30,000,000)
shares of Common Stock, $0.02 par value per share (the "Common Stock"), and Two
Hundred Thousand (200,000) shares of Preferred Stock, $0.01 par value per share
(the "Preferred Stock").

      The powers, preferences and rights of the shares of Preferred Stock and
the Common Stock, and the qualifications, limitations or restrictions thereof
are as follows:

      A.    Preferred Stock

      Authority is hereby vested in the board of directors of the Corporation
      (the "Board of Directors") to provide for the issuance of Preferred Stock
      and in connection therewith to fix by resolution providing for the issue
      of such series, the number of shares to be included and such of the
      preferences and relative participating, optional or other special rights
      and limitations of such series, including, without limitation, rights of
      redemption or conversion into Common Stock, to the fullest extent now or
      hereafter permitted by the Delaware General Corporation Law.

      B.    Common Stock

      (a) Each shares of Common Stock issued and outstanding shall be identical
      in all respect one with the other, and no dividends shall be paid on any
      shares of Common Stock unless the same dividend is paid on all shares of
      Common Stock outstanding at the time of such payment.

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      (b) Except for and subject to those rights expressly granted to the
      holders of the Preferred Stock, or except as may be provided by the
      Delaware General Corporation Law, the holders of Common Stock shall have
      exclusively all other rights of stockholders including, but not by way of
      limitation, (i) the right to receive dividends, when, as and if declared
      by the Board of Directors out of assets lawfully available therefor, and
      (ii) in the event of any distribution of assets upon liquidation,
      dissolution or winding up of the Corporation or otherwise, the right to
      receive ratably and equally all the assets and funds of the Corporation
      remaining after payment to the holders of the Preferred Stock of the
      Corporation of the specific amounts which they are entitled to receive
      upon such liquidation, dissolution or winding up of the Corporation as
      herein provided.

      (c) In the event that the holder of any share of Common Stock shall
      receive any payment of any dividend on, liquidation of, or other amounts
      payable with respect to, any shares of Common Stock, which he is not then
      entitled to receive, he will forthwith deliver the same in the form
      received to the holders of shares of the Preferred Stock as their
      respective interests may appear, or the Corporation if no shares of
      Preferred Stock are then outstanding, and until so delivered will hold the
      same in trust for such holders or the Corporation.

      (d) Each holder of shares of Common Stock shall be entitled to one vote
      for each share of such Common Stock held by him, and voting power with
      respect to all classes of securities of the Corporation shall be vested
      solely in the Common Stock, other than as specifically provided in the
      Corporation's Certificate of Incorporation, as it may be amended, with
      respect to the Preferred Stock.

      (e) No stockholder shall be entitled to any preemptive right to purchase
      or subscribe for any unissued stock of any class or any additional shares
      of any class to be issued by reason of any increase in the authorized
      capital stock of the Corporation.

      (f) Any action required to be taken at any annual or special meeting of
      the holders of Common Stock, may be taken by written consent without a
      meeting, provided that such written consent is signed by the holders of
      all of the outstanding shares of Common Stock.

      FIFTH: The name and mailing address of the sole incorporator is: Elise A.
Wolf. c/o Orrick, Herrington & Sutcliffe LLP, 666 Fifth Avenue, New York, NY
10103.

      SIXTH: The Board of Directors is expressly authorized to adopt, amend or
repeal the by-laws of the Corporation.

      SEVENTH: Elections of directors shall be by written ballot.

      EIGHTH: The number of directors constituting the Board of Directors shall
be determined by the Board of Directors, subject to the by-laws of the
Corporation. Any vacancy in the Board of Directors, whether arising from death,
resignation, removal (with or without cause), an increase in the number of
directors or any other cause, may be filled by the vote of either a majority of
the directors then in office, though less than a quorum, or by the stockholders
at the next annual meeting thereof or at a special meeting called for such
purpose. Stockholders may not apply to request that the Delaware Court of
Chancery summarily order an election to be held to fill any vacancies in the
Board of Directors whether or not, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole Board of Directors as constituted immediately prior
to any such vacancy or increase. Each director so elected shall hold office
until the next meeting of the stockholders in which the election of directors is
in the regular order of business and until his successor shall have been elected
and qualified.

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      NINTH: A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided, however, that the foregoing shall not eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit.

      TENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or the application
of trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which said application has been made, be binding on all the
creditors or class of creditors, and/or on all of the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

      ELEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statue or by this Certificate of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.

      TWELFTH: Special meetings of the stockholders of the Corporation may only
be called by the Board of Directors upon the request of any two directors, by
the holders of one-third or more of the outstanding Common Stock, or by the duly
elected officers of the Corporation.

Composite as amended through March 16, 2004.