VOTING AGREEMENT



         This VOTING AGREEMENT (the  "AGREEMENT") is made and entered into as of

February 10, 2005, between and among FIRST MONTUAK FINANCIAL CORP., a New Jersey

corporation (the "COMPANY"), and the undersigned stockholder (the "STOCKHOLDER")

of OLYMPIC CASCADE FINANCIAL CORPORATION, a Delaware corporation ("PARENT"). All

capitalized  terms herein not otherwise  defined shall have the meaning ascribed

to them in the Merger Agreement (as defined below).



                                    RECITALS



         WHEREAS,  pursuant to an  Agreement  and Plan of Merger dated as of the

date hereof (the "MERGER Agreement") by and among Parent, MERGER SUB, a Delaware

corporation  and a wholly owned  subsidiary of Parent  ("MERGER  SUB"),  and the

Company,  MERGER SUB is merging with and into the Company (the "MERGER") and the

Company,  as the  surviving  corporation  of the Merger,  will thereby  become a

wholly owned subsidiary of Parent;



         WHEREAS,  the  Stockholder is the beneficial  owner (as defined in Rule

13d-3 under the  Securities  Exchange  Act of 1934,  as amended  (the  "EXCHANGE

ACT")) of shares of the outstanding (i) common stock, $0.02 par value per share,

and (ii) Series A Preferred  Stock,  $0.01 par value per share, of Parent in the

amounts indicated on the final page of this Agreement (the "SHARES"); and



         WHEREAS,  in  consideration of the execution of the Merger Agreement by

Company,  the Stockholder agrees (i) not to transfer or otherwise dispose of any

of such  Stockholder's  Shares or New Shares (as defined below),  or any and all

other shares or securities of Parent issued, issuable, exchanged or exchangeable

in  respect  of any  Shares or New  Shares  (collectively  with  respect to each

Stockholder,  the  "SECURITIES"),  and (ii)  agrees to vote  such  Stockholder's

Securities as set forth herein.



         NOW, THEREFORE,  in contemplation of the foregoing and in consideration

of the mutual agreements,  covenants,  representations and warranties  contained

herein and intending to be legally bound hereby, the parties agree as follows:



         1. AGREEMENT TO RETAIN SHARES.



                  1.1 Transfer and  Encumbrance.  The  Stockholder  agrees to be

subject to such Stockholder's Proxy (as defined in Section 3) and agrees that it

will not take or permit any action to,  directly or  indirectly,  (i)  transfer,

sell,  assign,  give,  pledge,  exchange or pledge,  or otherwise  dispose of or

encumber the  Stockholder's  Securities prior to the Expiration Date, or to make

any offer or agreement  relating  thereto,  at any time prior to the  Expiration

Date;  (ii) deposit any of the  Stockholder's  Securities into a voting trust or

enter into a voting agreement or arrangement with respect to such  Stockholder's

Securities or grant any proxy or power of attorney with respect thereto, in each

case,  in a  manner  that  conflicts  or may  conflict  with  the  Stockholder's

obligations  hereunder,  or (iii)  enter  into  any  contract,  option  or other



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arrangement  or  undertaking  with  respect  to the  direct  or  indirect  sale,

assignment,  transfer,  exchange  or other  disposition  of or  transfer  of any

interest in or the voting of any of the Stockholder's  Securities, in each case,

in a manner that  conflicts or may conflict with the  Stockholder's  obligations

hereunder.  As used herein, the term "EXPIRATION DATE" shall mean the earlier to

occur of (i) the  Effective  Time  (as  such  terms  is  defined  in the  Merger

Agreement),  and (ii) the date on which the Merger  Agreement is  terminated  in

accordance with its terms (including any extensions to the Merger Agreement,  as

provided for therein).



                  1.2 New  Shares.  The  Stockholder  agrees  that any shares or

securities of the capital stock of Parent that the Stockholder purchases or with

respect to which the Stockholder  otherwise acquires beneficial  ownership after

the date of this Agreement and prior to the Expiration  Date (the "NEW SHARES"),

and any and all other shares or securities of Parent issued, issuable, exchanged

or exchangeable in respect of any New Shares,  shall be subject to the terms and

conditions of this Agreement to the same extent as if they constituted Shares.



         2.  AGREEMENT TO VOTE. At every meeting of the  stockholders  of Parent

called with respect to any of the following,  and at every adjournment  thereof,

and on every action or approval by written consent of the stockholders of Parent

with  respect  to any of the  following,  the  Stockholder  agrees  to vote such

Stockholder's Securities:  (i) in favor of approval of the Merger Agreement, the

Merger,  the  transactions  contemplated  thereby  and  any  matter  that  could

reasonably  be  expected  to  facilitate  the  Merger;  (ii)  in  favor  of  any

alternative  structure as may be agreed upon by Parent and the Company to effect

the acquisition by Parent of the Company or of control of the Company;  provided

that such  alternative  structure is on terms in the aggregate no less favorable

to  Parent's  stockholders  than the terms of the Merger set forth in the Merger

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