EXHIBIT 10.50

EMPLOYMENT AGREEMENT ("Agreement"),  dated as of the 15th day of March 2006 (the
"Effective  Date"),  by and between OLYMPIC CASCADE  FINANCIAL  CORPORATION (the
"Company"), a Delaware corporation, and MARK GOLDWASSER ("Executive").

WHEREAS,  the Board of Directors of the Company  (the  "Board")  wishes that the
Executive serve as Chief Executive Officer of the Company and of various Company
subsidiaries; and

WHEREAS,  Executive  is willing to provide his services  and  experience  to the
Company and its  subsidiaries in such capacities upon the terms,  conditions and
provisions hereinafter set forth.

NOW,  THEREFORE,  in consideration  of the promises and mutual  representations,
covenants  and  agreements  set forth  herein,  and for other good and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

1. TERM:  Subject to the terms and  conditions  set forth  herein,  the  Company
hereby agrees to employ Executive for a three-year term commencing  effective as
of March 15, 2006 (such period being herein referred to as the "Initial  Term").
After the Initial Term, this Agreement shall  automatically renew for successive
one year  periods  (each such period  being  referred  to as a "Renewal  Term"),
unless,  more than ninety (90) days prior to the  expiration of the Initial Term
or any Renewal Term,  either the Executive or the Company provide written notice
that Executive's  employment will not be renewed, or unless otherwise terminated
in  accordance  with the  provisions  of Section 7 below.  The Initial  Term and
Renewal Term are hereby referred to herein as the "Employment Term."

2. EMPLOYMENT:

(A) During the Employment  Term,  Executive  shall serve as the Company's  Chief
Executive Officer.  Executive's powers and duties shall be those of an executive
nature which are appropriate for a Chief Executive Officer.  The Executive shall
report  directly to the Board.  Executive does hereby accept such employment and
agrees to devote  substantially all of his business time,  attention,  knowledge
and skills faithfully, diligently and to the best of his ability, in furtherance
of the business and  activities  of the Company.  The Company  shall not require
Executive to be employed in any location  other than the  metropolitan  New York
area unless he consents in writing to such  location.  Executive  agrees to also
serve as the Chief Executive Officer and President of the Company's  subsidiary,
National  Securities  Corporation (the "Broker Dealer  Subsidiary"),  and as the
Chairman of the Board of Directors of the Broker Dealer Subsidiary.

(B) During the Employment  Term,  Executive shall be furnished with office space
and facilities  commensurate  with his position and adequate for the performance
of his duties; Executive also shall be provided with the perquisites customarily
associated with his position as Chief Executive  Officer.  During the Employment
Term, the Company and Broker Dealer  Subsidiary  shall use their best efforts to
cause Executive to be nominated to serve as a director of the Company and Broker
Dealer  Subsidiary,  and Executive  agrees to serve as a director of the Company
and Broker Dealer Subsidiary, if so appointed, without additional compensation.


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(C)  Executive  shall  be  allowed,   to  the  extent  such  activities  do  not
substantially  interfere with the performance of his duties and responsibilities
hereunder,  (i) to manage his personal,  financial and legal affairs, (ii) to be
engaged in civic, charitable, religious and educational activities, and (iii) to
serve on other corporate boards with the prior written approval of the Board.

3. COMPENSATION:

(A) SALARY: During the Employment Term, the Company agrees to pay Executive, and
Executive  agrees to accept,  an annual  salary of not less than  Three  Hundred
Fifty Thousand Dollars ($350,000) per year (the "Initial Base Salary"),  payable
in accordance with the Company's  policies,  for services  rendered by Executive
hereunder.

(B)  INCREASES:  The  annual  salary is  subject  to  periodic  increase  at the
discretion of the Company's  Compensation  Committee (the  "Committee")  (or the
Board in lieu thereof), with such increases to take effect no later than on each
anniversary date of this Agreement;  provided,  however,  that the Committee (or
the Board in lieu thereof) shall review the annual salary for possible  increase
not less than annually;  provided, further, that upon achieving specified target
revenue and EBIDTA  targets,  which targets shall be determined in  consultation
with  Executive  no later  than  thirty  (30)  days  prior  to the  start of the
Company's  fiscal year,  such annual  increase  shall not be less than ten (10%)
percent  in the  first  two  years  of the Term of this  Agreement,  and at such
percentage as determined in the  reasonable  discretion of the Committee (or the
Board in lieu thereof) in the third year of the Term of this Agreement.

(C) BONUS:  The  Company  agrees to  establish a bonus pool no later than thirty
(30) days after the Effective Date of this  Agreement  (the "Bonus Pool"),  from
which  Bonus Pool the  Executive  shall  have sole and  absolute  discretion  to
allocate  bonuses to  members of the  Company's  senior  management,  other than
himself,  in accordance with the guidelines set forth for such Bonus Pool by the
Committee  (or the  Board  in lieu  thereof).  The  portion  of the  Bonus  Pool
allocable to the Executive shall be determined by the Committee (or the Board in
lieu thereof) in consultation  with members of the Company's  senior  management
other than the Executive.

(D) OTHER  COMPENSATION:  Subject to compliance with any and all applicable SEC,
NASD,  or other  federal or state rules and  regulations,  and the  policies and
procedures of the Broker  Dealer  Subsidiary,  and the general  oversight of the
Committee,  Executive  shall have the right to receive  commissions  and fees in
accordance with the schedules or programs in effect for non-affiliate brokers of
the Broker Dealer Subsidiary,  including,  without  limitation,  fees,  warrants
and/or other compensation received by the Broker Dealer Subsidiary in connection
with corporate finance activities.

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4. EXPENSES:  The Company shall  reimburse  Executive for any and all reasonable
and actual business  expenses  incurred by Executive in connection with services
provided for or on behalf of the Company,  Broker Dealer  Subsidiary  and/or any
direct  and/or  indirect  subsidiaries  of  such  entities  upon  submission  by
Executive of appropriate vouchers and expense account reports.

5. BENEFITS:

    (A) CAR AND PARKING ALLOWANCE: During the Employment Term, the Company shall
        provide  reimbursement  to the Executive for (i) payments and/or fees up
        to $975  per  month  in  connection  with  the use of an  automobile  of
        Executive's choosing, and (ii) payments and/or fees up to $400 per month
        incurred by the Executive in  connection  with parking of his vehicle in
        connection with the services he performs on behalf of the Company and/or
        Broker  Dealer  Subsidiary.  Executive  is  responsible  for  submitting
        appropriate  documentation  related to such fees and expenses which will
        be paid by the  Company  within a  reasonable  period of time  following
        receipt of such documentation.

    (B) GYM OR CLUB  MEMBERSHIP  FEES:  During the Employment  Term, the Company
        agrees to pay up to $150 per month for  Executive  to belong to a health
        club of his choosing.

    (C) INSURANCE:  During the  Employment  term,  the Company shall  maintain a
        policy to provide  for the health  insurance  of the  Executive  and his
        immediate  family  members.  In addition,  Executive and his  dependents
        shall be  entitled to  participate  in such other  benefits  and benefit
        plans as may be extended to active  executive  employees  of the Company
        and/or Broker Dealer  Subsidiary and their dependents  including but not
        limited to pension,  retirement,  profit-sharing,  401(k), stock option,
        bonus and incentive plans, group insurance, hospitalization,  medical or
        other benefits made available by the Company to its employees generally.

    (D) VACATION:  During the Employment Term, the Executive will be entitled to
        the number of paid  holidays,  personal  days off, and vacation  days in
        each  calendar  year as are  determined by the Company from time to time
        (provided  that in no event shall vacation time be fewer than four weeks
        per year).  Such vacation may be taken in the Executive's  discretion at
        such time or times as are not inconsistent with the reasonable  business
        needs of the Company.

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    (E) INDEMNIFICATION:  Executive  shall be  entitled  to the  benefits of all
        provisions  of the  Certificate  of  Incorporation  of the  Company,  as
        amended,  and the Bylaws of the  Company,  as amended,  that provide for
        indemnification  of officers and directors of the Company.  In addition,
        without  limiting the  indemnification  provisions of the Certificate of
        Incorporation  or Bylaws,  to the fullest  extent  permitted by law, the
        Company shall  indemnify  and save and hold harmless the Executive  from
        and  against  any  and  all  claims,  demands,  liabilities,  costs  and
        expenses,  including judgments, fines or amounts paid on account thereof
        (whether in settlement or otherwise), and reasonable expenses, including
        attorneys' fees actually and reasonably  incurred (except only if and to
        the extent  that such  amounts  shall be finally  adjudged  to have been
        caused by Executive's willful misconduct or gross negligence,  including
        the willful  breach of the  provisions of this  Agreement) to the extent
        that  Executive  is made a party to or  witness in any  action,  suit or
        proceeding,  or if a claim or  liability is asserted  against  Executive
        (whether or not in the right of the Company), by reason of the fact that
        he was or is a director or officer,  or acted in such capacity on behalf
        of the Company,  or the  rendering of services by Executive  pursuant to
        this Agreement,  whether or not the same shall proceed to judgment or be
        settled or otherwise  brought to a conclusion.  The Company shall, at no
        cost to Executive, include Executive during the Employment Term, and for
        a period of not less than two (2) years thereafter,  as an insured under
        the directors and officers liability  insurance policy maintained by the
        Company,  unless  (despite  best  efforts  of the  Company)  due to some
        unforeseeable reason it is not possible for Executive to be so included,
        in which event the Company shall immediately notify Executive.

6. RESTRICTIVE COVENANTS:

(A)  Executive  recognizes  and  acknowledges  that the Company,  Broker  Dealer
Subsidiary and their subsidiaries,  through the expenditure of considerable time
and money, have developed and will continue to develop in the future information
concerning customers,  clients,  marketing,  business and operational methods of
the Company, Broker Dealer Subsidiary and their subsidiaries and their customers
or clients,  contracts,  financial  or other data,  technical  data or any other
confidential or proprietary information possessed, owned or used by the Company,
Broker  Dealer  Subsidiary  and  their  subsidiaries,  and  that  the  same  are
confidential and proprietary, and are "confidential information" of the Company,
Broker  Dealer  Subsidiary  and  their  subsidiaries.  In  consideration  of his
continued  employment by the Company  hereunder,  Executive  agrees that he will
not,  during  or for a  period  of one year  after  termination  of  employment,
directly or indirectly,  make any disclosure of confidential  information now or
hereafter  possessed by the Company,  Broker  Dealer  Subsidiary,  and/or any of
their  current or future,  direct or indirect  subsidiaries  (collectively,  the
"Group"),  to any person,  partnership,  corporation  or entity either during or
after the term hereunder,  except to employees of the Group and to others within
or without the Group,  as Executive  may deem  necessary in order to conduct the
Group's  business  and except as may be required  pursuant  to any court  order,
judgment or decision  from any court of competent  jurisdiction.  The  foregoing
shall not apply to information which is in the public domain on the date hereof;
which,  after it is disclosed to Executive by the Group, is published or becomes
part of the  public  domain  through  no fault of  Executive;  which is known to
Executive  prior to  disclosure  thereof to him by the Group as evidenced by his
written records;  or, after Executive is no longer employed by the Group,  which
is thereafter disclosed to Executive in good faith by a third party which is not
under any  obligation of confidence or secrecy to the Group with respect to such
information  at the time of disclosure to him. The  provisions of this Section 6
shall  continue  in  full  force  and  effect  notwithstanding   termination  of
Executive's employment under this Agreement or otherwise.

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(B) Executive  agrees that if the Company has made and is continuing to make all
required payments to him upon and after termination of his employment,  then for
a  period  commencing  on the  date of  termination  of  Executive's  employment
pursuant to this Agreement and ending twelve (12) months  thereafter,  Executive
shall neither  directly and/or  indirectly (a) solicit,  hire and/or contact any
prior (within twelve (12) months) or then current employee of the Company and/or
Broker Dealer  Subsidiary  nor any of their  respective  direct and/or  indirect
subsidiaries  (collectively,  the  "Applicable  Entities"),  nor (b) solicit any
business  with any prior  (within  twelve  (12) months of  termination)  or then
current  customer  and/or  client  of  the  Applicable  Entities.  In  addition,
Executive shall not attempt  (directly and/or  indirectly) to do anything either
by himself or through  others that he is prohibited  from doing pursuant to this
Section  6. Given that this  Agreement  is  providing  significant  benefits  to
Executive,  Executive  hereby agrees that,  from the Effective Date until twelve
(12) months following Executive's  termination of employment hereunder,  without
the prior written  consent of the Board,  he will not,  directly or  indirectly,
either as principal, manager, agent, consultant, officer, director, stockholder,
partner,  investor,  lender or employee or in any other  capacity,  carry on, be
engaged  in or  have  any  financial  interest  in,  any  business  which  is in
competition with any business of the Applicable  Entities.  For purposes of this
section,  a business shall be deemed to be in  competition  with any business of
the Applicable  Entities if it is materially  involved in the purchase,  sale or
other dealing in any property or the rendering of any service  purchased,  sold,
dealt in or rendered by any member of the  Applicable  Entities  within the same
geographic  area in which such member of the  Applicable  Entities  effects such
purchases, sales or dealings or renders such services;  PROVIDED,  HOWEVER, that
for the period  commencing  with the  termination of Executive's  employment,  a
business  shall  be  deemed  to be in  competition  with  any  business  of  the
Applicable  Entities only if it is materially  involved in the retail  brokerage
business.  Notwithstanding  the  foregoing,  Executive  shall be allowed to make
passive  investments  in publicly  held  competitive  businesses  as long as his
ownership is less than 5% of such business.

(C) Executive  acknowledges  that the  restrictive  covenants (the  "Restrictive
Covenants")  contained  in  this  Section  6 are a  condition  of his  continued
employment and are reasonable and valid in  geographical  and temporal scope and
in all other  respects.  If any  court  determines  that any of the  Restrictive
Covenants,  or any  part of any of the  Restrictive  Covenants,  is  invalid  or
unenforceable,  the  remainder of the  Restrictive  Covenants  and parts thereof
shall not thereby be affected and shall be given full effect,  without regard to
the  invalid  portion.  If any  court  determines  that  any of the  Restrictive
Covenants,  or any part  thereof,  is  invalid or  unenforceable  because of the
geographic or temporal scope of such provision,  such court shall have the power
to reduce the  geographic or temporal scope of such  provision,  as the case may
be, and, in its reduced form, such provision shall then be enforceable.

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(D) If  Executive  breaches,  or  threatens  to breach,  any of the  Restrictive
Covenants,  the Company,  in addition to and not in lieu of any other rights and
remedies  it may have at law or in equity,  shall  have the right to  injunctive
relief; it being acknowledged and agreed to by Executive that any such breach or
threatened  breach would cause  irreparable and continuing injury to the Company
and that money damages would not provide an adequate remedy to the Company.

7. TERMINATION:

(A) DEATH: In the event of Executive's  death  ("Death")  during the term of his
employment,  Executive's  designated  beneficiary,  or in the  absence  of  such
beneficiary   designation,   his  estate,  shall  be  entitled  to  the  Accrued
Obligations and to the payment of Executive's  salary through the date of Death.
For purposes of this Agreement, "Accrued Obligations" shall mean (i) all accrued
but  unpaid  salary,   compensation  or  other  benefits  through  the  date  of
termination of Executive's employment,  (ii) any unpaid or unreimbursed expenses
incurred  in  accordance  with this  Agreement,  and (iii) all  compensation  or
benefits due to the Executive under the terms and rules of any Company or Broker
Dealer   Subsidiary   compensation  or  benefit  plan  in  which  the  Executive
participates,  including  without  limitation,  any  Company  option  plans,  or
otherwise required by applicable law.

(B) DISABILITY:

(i) In the event Executive, by reason of physical or mental incapacity, shall be
disabled  for  a  period  of  at  least  a  period  of  180   consecutive   days
("Disability"),  the  Company  shall have the option at any time  thereafter  to
terminate Executive's employment hereunder for Disability. Such termination will
be  effective  ten (10)  days  after  the  Board  gives  written  notice of such
termination  to  Executive,   unless   Executive  shall  have  returned  to  the
performance of his duties prior to the effective  date of the notice.  Upon such
termination,  Executive  shall be entitled to the Accrued  Obligations  and such
benefits  to which he and his  dependents  are  entitled  by law,  and except as
otherwise  expressly  provided herein,  all obligations of the Company hereunder
shall cease upon the  effectiveness  of such  termination  other than payment of
salary earned  through the date of  Disability,  provided that such  termination
shall not  affect or impair any  rights  Executive  may have under any policy of
long term disability  insurance or benefits then maintained on his behalf by the
Company.

(ii)  "Incapacity"  as used herein shall mean the inability of the Executive due
to physical or mental illness,  injury or disease  substantially  to perform his
normal duties as President and Chief Executive  Officer.  Executive's  salary as
provided for hereunder shall continue to be paid during any period of incapacity
prior to and  including the date on which  Executive's  employment is terminated
for Disability.

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(C) BY THE COMPANY FOR CAUSE:

(i) The Company shall have the right,  before the  expiration of the  Employment
Term,  to  terminate  the  Executive's  employment  hereunder  and to  discharge
Executive for cause  (hereinafter  "Cause"),  and all  compensation to Executive
shall cease to accrue upon discharge of Executive for Cause. For the purposes of
this  Agreement,  the term "Cause"  shall mean (i)  Executive's  conviction of a
felony; (ii) the alcoholism or drug addiction of Executive;  (iii) the continued
and willful  failure by Executive to  substantially  and materially  perform his
material duties  hereunder,  after reasonable  notice and an opportunity to cure
same; (iv) any material  breach or violation of Executive's  fiduciary duty owed
to the  Company,  Broker  Dealer  Subsidiary  or any of  their  subsidiaries  or
affiliates;  (v) acts of willful or gross misconduct which results, or is likely
to result, in material  economic,  or other harm, to the Company,  Broker Dealer
Subsidiary or any of their  subsidiaries  or affiliates,  which are not cured by
the Executive  after  reasonable  notice is provided;  or (vi) action taken by a
regulatory body or self regulatory  organization that substantially  impairs the
Executive from performing his duties pursuant to this Agreement.

(ii) If the Company elects to terminate  Executive's  employment for Cause under
7(C)(i)  above,  such  termination  shall be  effective  five (5) days after the
Company gives written notice of such termination to Executive. In the event of a
termination  of  Executive's   employment  for  Cause  in  accordance  with  the
provisions  of 7(C)(i),  the  Company  shall have no further  obligation  to the
Executive,  except for the payment of the Accrued  Obligations and such benefits
to which he and his dependents are entitled by law.

(D)  RESIGNATION  FOR REASON.  Executive  shall have the right to terminate  his
employment at any time for "good reason"  (herein  designated and referred to as
"Reason").  The term Reason shall mean (i) the  Company's  failure or refusal to
perform  any  obligations  required  to be  performed  in  accordance  with this
Agreement  after a reasonable  notice and an  opportunity  to cure same,  (ii) a
material diminution in Executive's title,  duties,  responsibilities,  reporting
relationship or positions,  (iii) the relocation of Executive's principal office
location  more than fifty (50) miles  from its  current  location,  and (iv) the
failure of the Company or Broker Dealer  Subsidiary to obtain the  assumption in
writing of its  obligation to perform this  Agreement by any successor to all or
substantially all of the assets of the Company.  Notwithstanding  the occurrence
of any such event or circumstance  above, such occurrence shall not be deemed to
constitute Reason hereunder if, within a thirty-day notice period,  the event or
circumstance giving rise to Reason has been fully corrected by the Company.

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(E) CHANGE OF CONTROL. In the event that Executive's employment with the Company
is  terminated  by  Employer  without  cause  following  a Change in Control (as
defined below),  then the Executive shall be entitled to the Accrued Obligations
and to the payment of Executive's salary through the date of termination. In the
event of such termination,  the Company shall also pay Executive an amount equal
to two times the  Executive's  prior year's  compensation  including  salary and
bonus but excluding the compensation Executive received in the year prior to the
Change in Control  pursuant  to  Section  3(D)  above.  The  Company  shall also
continue to provide benefits to the Executive in accordance with Section 5 above
for a period of eighteen (18) months  following  termination  as a result of the
Change in Control.  All amounts  payable to  Executive  pursuant to this Section
shall be paid in one lump-sum payment immediately upon such termination, and all
options and shares of restricted  stock granted to Executive  prior to such date
shall immediately vest.

For purposes of this  Agreement,  the term "Change in Control"  shall mean:  (i)
consummation  of a  reorganization,  merger  or  consolidation  or sale or other
disposition of all or substantially all of the assets or stock of the Company (a
"Business   Combination"),   in  each  case,  unless,  following  such  Business
Combination,  all or  substantially  all of the individuals or entities who were
the beneficial  owners,  respectively,  of the voting  securities of the Company
entitled to vote  generally in the election of  directors  immediately  prior to
such Business  Combination  beneficially own, directly or indirectly,  more than
50% of,  respectively,  the then outstanding voting securities  entitled to vote
generally in the election of directors,  as the case may be, of the  corporation
resulting  from such Business  Combination  (including,  without  limitation,  a
corporation  which as a result of such  transaction  owns the  Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries);  or (ii) the election of a majority of new (i.e.,  non-incumbent)
directors to the Board unless such new directors are proposed for  nomination as
directors by the Executive or the Executive  plays a role in selecting  such new
directors  for  nomination  to the Board,  or (iii)  approval  by the  Company's
shareholders of a complete dissolution or liquidation of the Company.

(F) SEVERANCE: In the event Executive's employment hereunder shall be terminated
by the Company  other than for Cause,  Death,  Disability  or Change of Control,
than the Executive shall receive any and all unpaid and Accrued Obligations and,
as a severance  payment,  (i) an amount equal to two times the Executive's prior
year's  compensation  including  salary and bonus but excluding the compensation
Executive  received  in the year prior to such  termination  pursuant to Section
3(D) above (the  "Severance  Payment"),  and (ii)  benefits to the  Executive in
accordance  with Section 5 above for a period of eighteen (18) months  following
such termination. The Severance Payment shall be paid in installments consistent
with the normal  payroll  policies of the Company during the period which is the
shorter  of (i) two (2) years  from the date of  termination  or (ii) what would
have been the balance of the Term of this Agreement.

(G) RESIGNATION WITHOUT REASON:  Executive may voluntarily resign his employment
with the Company upon ten (10) days' written  notice to the Company  without any
liability to Executive.  In the event Executive  resigns without reason prior to
the expiration of this Agreement,  he shall receive only the Accrued Obligations
and such benefits to which he and his dependents are entitled by law.

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8. WAIVER:  No delay or failure to exercise any right,  power or remedy accruing
to either party hereto shall impair any such right,  power or remedy or shall be
construed to be a waiver of or an acquiescence  to any breach hereof.  No waiver
of any breach  hereof shall be deemed to be a waiver of any other breach  hereof
theretofore or thereafter occurring. Any waiver of any provision hereof shall be
effective only to the extent  specifically set forth in the applicable  writing.
All remedies afforded to either party under this Agreement, by law or otherwise,
shall be  cumulative  and not  alternative  and shall not preclude  assertion by
either  party of any other rights or the seeking of any other rights or remedies
against the other party.

9.  GOVERNING  LAW: The validity of this  Agreement or of any of the  provisions
hereof shall be  determined  under and according to the laws of the State of New
York, and this Agreement and its provisions shall be construed  according to the
laws of the State of New York,  without regard to the principles of conflicts of
law and the actual domiciles of the parties hereto.

10. NOTICES: All notices,  demands or other communications required or permitted
to be given in connection with this Agreement  shall be given in writing,  shall
be transmitted to the  appropriate  party by hand delivery,  by certified  mail,
return receipt requested,  postage prepaid or by overnight carrier, and shall be
addressed to a party at such party's address shown on the signature page hereof.
A party may designate by written notice given to the other parties a new address
to which any notice, demand or other communication hereunder shall thereafter be
given.  Each notice,  demand or other  communication  transmitted  in the manner
described in this Section 10 shall be deemed to have been given and received for
all purposes at the time it shall have been (i)  delivered  to the  addressee as
indicated by the return receipt (if transmitted by mail) or the affidavit of the
messenger  (if  transmitted  by hand  delivery  or  overnight  carrier)  or (ii)
presented for delivery  during normal business hours, if such delivery shall not
have been accepted for any reason.

11.  ASSIGNMENTS:  This Agreement shall be binding upon and inure to the benefit
of the parties hereto and each of their respective  successors,  assigns,  heirs
and legal representatives;  PROVIDED,  HOWEVER, that Executive may not assign or
delegate his  obligations,  responsibilities  and duties hereunder except as may
otherwise be expressly  agreed to in writing by the parties hereto.  The Company
and Broker Dealer  Subsidiary will require any purchaser,  successor or assignee
to expressly  assume and agree to perform this  Agreement in the same manner and
to the same  extent  that the  Company  and Broker  Dealer  Subsidiary  would be
required to perform if no such  purchase,  succession  or  assignment  had taken
place.  If  Executive  shall  die,  then any and all  amounts  then  payable  to
Executive hereunder shall be paid in accordance with the terms of this Agreement
to  Executive's  devisee,  legatee  or other  designee  or,  if there be no such
designee, the Executive's estate.

12. MISCELLANEOUS:  This Agreement contains the entire understanding between the
parties hereto and  supersedes any and all other oral and written  agreements or
understandings  between  them with  respect to the  subject  matter  hereof.  No
modification or addition hereto or waiver or cancellation of any provision shall
be valid except by a writing  signed by the party to be charged  therewith.  The
Company shall pay the reasonable  costs associated with legal advice incurred by
the Executive with respect to this Agreement (not to exceed $5,000).

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<PAGE>

13. SEVERABILITY: The parties agree that if any of the covenants,  agreements or
restrictions  contained  herein are held to be invalid by any court of competent
jurisdiction, the remainder of the other covenants, agreements, restrictions and
parts  thereof  herein  contained  shall be severable so not to  invalidate  any
others and such other  covenants,  agreements,  restrictions  and parts  thereof
shall be given full effect without regard to the invalid portion.

14. ARBITRATION: Any and all disputes,  controversies,  or differences,  whether
arising or commenced  during or subsequent  to the term hereof,  which may arise
between the parties  directly  and/or  indirectly out of or in relation to or in
connection  with this Agreement,  or for the breach of this Agreement,  shall be
adjudicated  by  arbitration  in New York City,  New York  under the  commercial
arbitration rules of the American  Arbitration  Association then in effect. Such
arbitration shall be final and binding and shall be limited to an interpretation
and  application of the provisions of this Agreement and any related  agreements
or documents.  Any arbitral award shall be  enforceable  in any court,  wherever
located, having jurisdiction over the party against whom the award was rendered.
In addition,  with respect to any such  arbitration or enforcement  proceedings,
the prevailing party shall be entitled to all costs,  expenses and fees incurred
in the prosecution or defense of such action,  including an award for reasonable
attorney's fees.

15. SURVIVAL OF OPERATIVE SECTIONS: The respective rights and obligations of the
parties hereto,  including,  without limitation,  the rights and obligations set
forth in  Sections  5(c),  6 through 15 of this  Agreement,  shall  survive  any
termination  of this  Agreement  to the extent  necessary  to preserve  all such
rights and obligations until discharged in full.

16.  COUNTERPARTS:  This Agreement may be executed in two or more  counterparts,
each of which shall be deemed to be an original but all of which  together shall
constitute one and the same  instrument.  The execution of this Agreement may be
by actual or facsimile signature.

                                       10
<PAGE>


IN WITNESS WHEREOF,  the parties have duly executed this Agreement as of the day
and year first above written.

OLYMPIC CASCADE FINANCIAL CORP.              MARK GOLDWASSER



By: /s/ Robert H. Daskal                     (Signature): /s/ Mark Goldwasser
   ----------------------------------                   ------------------------

Name: Robert H. Daskal                       Print Name: Mark Goldwasser

Title: Acting Chief Financial Officer



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