OLYMPIC CASCADE FINANCIAL CORP
EMPLOYMENT AGREEMENT FOR MARK GOLDWASSER
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT FOR MARK GOLDWASSER
<TEXT>





                                                                   EXHIBIT 10.21

                      OLYMPIC CASCADE FINANCIAL CORPORATION

                              EMPLOYMENT AGREEMENT

         This Employment  Agreement  ("Agreement") is made and entered into this
12TH day of June, 2000, by and between OLYMPIC CASCADE FINANCIAL CORPORATION,  a
Delaware  corporation  (the  "Company"),  and  MARK  GOLDWASSER,  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 "Managing  Director",
subject to the  supervision  and  direction  of the  Company's  Chief  Executive
Officer and Board of Directors. The Company anticipates that within 90 days from
the date of this Agreement,  Executive will be elected President of the Company.
Upon such election,  Executive's  employment  shall continue under the terms and
conditions of this Agreement.

2. TERM. The term  of  this  Agreement  shall be for a period of three (3) years
commencing on the date hereof,  unless terminated  earlier pursuant to Section 6
below.

3.       COMPENSATION: REIMBURSEMENT.
         ---------------------------

3.1 BASE SALARY.  For all services  rendered by Executive  under this Agreement,
and  commencing  June 12, 2000,  the Company  shall pay  Executive a base salary
("Base  Salary") of $400,000 per annum.  The Base Salary is subject to increases
from time to time at the discretion of the Board of Directors of the Company.

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. Executive shall be based in the City of New York in offices
to be established for him by the Company.

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.


<PAGE>

3.4 OPTIONS.  Executive shall be granted an option to purchase 150,000 shares of
common stock of the Company at an exercise  price equal to the closing price for
such stock on or near the effective date of this  Agreement.  Such options shall
be 100%  vested upon the  effective  date of this  Agreement.  In the event that
Executive's  employment  terminates,  his rights with  respect to these  options
shall be governed by the Company's 2000 Stock Option Plan.

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

3.6   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 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
professional 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 four (4) 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.


                                       2

<PAGE>

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,  in the event that the
Company terminates  Executive's employment under any circumstances not specified
as a basis for  termination  in Section 7.1  hereof,  Executive  or  Executive's
designees or heirs shall be entitled to 12 equal monthly  payments  equal in the
aggregate  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 paragraph 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  employment  hereunder by giving the
          Company 60 days  prior  written  notice,  which  termination  shall be
          effective on the 60th day following such notice.

                                       3
<PAGE>

          (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
               National Securities 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
               National Securities  Corporation or any corporation controlled by
               the Company or National Securities Corporation;

               (y) the sale or  liquidation of all or  substantially  all of the
               assets of the Company or National Securities Corporation; or


                                       4
<PAGE>

               (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 terms 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
its affiliates, or any independent contractor associated with the Company or its
affiliates, to discontinue such relationship with the Company or its affiliates.
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  paragraph  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.


                                       5

<PAGE>

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
cancelled,  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 night 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:


                                       6


<PAGE>

         If to the Company:               Olympic Cascade Financial Corporation
                                          875 North Michigan Avenue
                                          Suite 1560
                                          Chicago, Illinois  60611
                                          Attn: Steven A. Rothstein

         If to Executive:                 Mark Goldwasser
                                          2 Cornell Street
                                          Scarsdale, New York 10583

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.

EXECUTIVE                                          OLYMPIC CASCADE FINANCIAL
CORPORATION

                                                   By:
--------------------------------------------
Mark Goldwasser                                    Steven A. Rothstein, Chairman


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