Exhibit 10.1

                         WADE COOK FINANCIAL CORPORATION
                            1997 STOCK INCENTIVE PLAN

     1. Establishment and Purpose.

     There is hereby  adopted  the Wade Cook  Financial  Corporation  1997 Stock
Incentive  Plan (the "Plan").  This Plan is intended to promote the interests of
the company (as defined below), and the stockholders of the Company by providing
directors,  officers,  consultants  and  other  employees  of the  Company  with
appropriate  incentives and rewards to encourage them to enter into and continue
in the  employ of the  Company  and to  acquire a  proprietary  interest  in the
long-term  success of the Company;  and to reward the  performance of individual
directors,  officers,  consultants  and  other  employees  in  fulfilling  their
personal responsibilities for long-range achievements.

     2. Definitions.

     As used in the Plan, the following definitions apply to the terms indicated
below:

          (a)  "Agreement"  shall mean the written agreement between the Company
               and a Participant evidencing an Incentive Award.

          (b)  "Board" shall mean the board of Directors of the Company.

          (c)  "Cause" shall mean (1) the willful and  continued  failure by the
               Participant  substantially  to  perform  his  or her  duties  and
               obligations to the Company (other than any such failure resulting
               from his or her  incapacity  due to physical or mental  illness);
               (2) the willful  engaging by the Participant in misconduct  which
               is materially injurious to the Company; (3) the commission by the
               Participant of a felony; or (4) the commission by the Participant
               of a crime against the Company  which is materially  injurious to
               the  Company.  For  purposes  of this  Section  2(c),  no act, or
               failure  to act,  on a  Participant's  part  shall be  considered
               "willful"  unless done, or omitted to be done, by the Participant
               in bad faith and without reasonable belief that his or her action
               or  omission   was  in  the  best   interest   of  the   Company.
               Determination  of Cause  shall  be made by the  Board in its sole
               discretion.

          (d)  A "Change in  Control"  shall be deemed to have  occurred  in the
               event set forth in any one of the following paragraphs shall have
               occurred:

               (1)  any Person is or becomes the "Beneficial  Owner" (as defined
                    in  Rule  13d-3  under  the  Exchange   Act),   directly  or
                    indirectly,  of securities of the Company (not  including in
                    the  securities   beneficially  owned  by  such  Person  any
                    securities acquired directly from the Company)  representing
                    25% or more of the Company's  then  outstanding  securities,
                    excluding any Person who becomes such a Beneficial  Owner in
                    connection  with a  transaction  described  in clause (i) of
                    paragraph (3) below; or

               (2)  the following individuals cease for any reason to constitute
                    a  majority  of  the  number  of  directors   then  serving;
                    individuals who, on the Effective Date, constitute the Board
                    and any new director  (other than a director  whose  initial
                    assumption  of  office  is in  connection  with an actual or
                    threatened election contest,  including but not limited to a
                    consent solicitation,  relating to the election of directors
                    of the Company)  whose  appointment or election by the Board
                    or nomination for election by the Company's stockholders was
                    approved  or  recommended  by a vote of at least  two-thirds
                    (2/3) of the directors  then still in office who either were
                    directors  on  the  Effective  Date  or  whose  appointment,
                    election  or  nomination  for  election  was  previously  so
                    approved or recommended; or

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               (3)  there  is  consummated  a  merger  or  consolidation  of the
                    Company with any other  corporation  other than (i) a merger
                    or consolidation which would result in the voting securities
                    of the Company outstanding  immediately prior to such merger
                    or   consolidation   continuing  to  represent   (either  by
                    remaining  outstanding  or by being  converted  into  voting
                    securities of the surviving entity or any parent thereof) at
                    least  75% of  the  combined  voting  power  of  the  voting
                    securities  of the Company or such  surviving  entity or any
                    parent thereof outstanding  immediately after such merger or
                    consolidation, or (ii) a merger or consolidation effected to
                    implement  a  recapitalization  of the  Company  (or similar
                    transaction) in which no Person is or becomes the Beneficial
                    Owner, directly or indirectly,  of securities of the Company
                    (not including in the securities  Beneficially Owned by such
                    Person any  securities  acquired  directly from the Company)
                    representing 25% or more of the combined voting power of the
                    Company's then outstanding securities; or

               (4)  the  stockholders  of the Company approve a plan of complete
                    liquidation  or  dissolution  of the  Company  or  there  is
                    consummated  an agreement for the sale or disposition by the
                    Company of all or substantially all of the Company's assets,
                    other than a sale or  disposition  by the  Company of all or
                    substantially  all of the  Company's  assets to an entity at
                    least  75% of  the  combined  voting  power  of  the  voting
                    securities  of which are owned by Persons  in  substantially
                    the same  proportions  as  their  ownership  of the  Company
                    immediately prior to such sale.

          (e)  "Code" shall mean the Internal  Revenue code of 1986,  as amended
               from time to time, and any regulations promulgated thereunder.

          (f)  "Company" shall mean Wade Cook Financial  Corporation  and, where
               appropriate,  each of its  Subsidiaries  now held or  hereinafter
               acquired.

          (g)  "Company Stock" shall mean the common stock of the Company,  $.01
               par value.

          (h)  "Disability"  shall mean:  (1) any  physical or mental  condition
               that would qualify a Participant  for a disability  benefit under
               the  long-term  disability  plan  maintained  by the  Company and
               applicable  to him or her; (2) when used in  connection  with the
               exercise of an Incentive  Stock Option  following  termination of
               employment,  disability within the meaning of Section 22(e)(3) of
               the Code; or (3) such other condition as may be determined in the
               sole discretion of the Board to constitute Disability.

          (i)  "Effective  Date"  shall  mean the date upon  which  this Plan is
               adopted by the Board.

          (j)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
               amended from time to time.

          (k)  The "Fair Market Value" of a share of Company Stock, as of a date
               of  determination,  shall mean (1) the  closing,  sales price per
               share of Company  Stock on the  national  securities  exchange on
               which such  stock is  principally  traded for the last  preceding
               date on which there was a sale of such stock on such exchange, or
               (2) if the shares of Company  Stock are not listed or admitted to
               trading on any such  exchange,  the closing  price as reported by
               the NASDAQ Stock Market for the last preceding day on which there
               was a sale of such stock on such  exchange,  or (3) if the shares
               of Company Stock are then listed on the NASDAQ Stock Market,  the
               average of the highest  reported  bid and lowest  reported  asked
               price for the shares of Company Stock as reported by the National
               Association  of Securities  Dealers,  Inc.  Automated  Quotations
               System for the last  preceding  day on which  there was a sale of
               such stock in such market,  or (4) if the shares of Company Stock
               are not then listed on a national  securities  exchange or traded
               in an over-the-counter  market or the value of such shares is not
               otherwise readily ascertainable,  such value as determined by the
               Board in good faith.

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          (l)  "Incentive Award" shall mean any Option,  Tandem SAR, Stand-Alone
               SAR, Restricted Stock,  Phantom Stock, Stock Bonus or Other Award
               granted pursuant to the terms of the Plan.

          (m)  "Incentive  Stock  Option"  shall  mean  an  Option  that  is  an
               "incentive stock option" within the meaning of Section 422 of the
               Code, or any successor  provision,  and that is designated by the
               Board as an Incentive Stock Option.

          (n)  "Issue  Date" shall mean the date  established  by the Company on
               which certificates  representing shares of Restricted Stock shall
               be issued by the Company pursuant to the terms of Section 10(e).

          (o)  "Non-Qualified  Stock  Option" shall mean an Option other than an
               Incentive Stock Option.

          (p)  "Option" shall mean an option to purchase shares of Company Stock
               granted pursuant to Section 7.

          (q)  "Other Award" shall mean an award granted  pursuant to Section 13
               hereof.

          (r)  "Partial  Exercise"  shall mean an exercise of an Incentive Award
               for  less  than  the full  extent  permitted  at the time of such
               exercise.

          (s)  "Participant" shall mean (1) a director,  officer,  consultant or
               other employee to whom an Incentive Award is granted  pursuant to
               the Plan and (2) upon the  death of an  individual  described  in
               clause  (1),  his  or  her  successors,   heirs,   executors  and
               administrators,  as the  case  may be.  "Person"  shall  have the
               meaning  set forth in Section  3(a)(9) of the  Exchange  Act,  as
               modified  and used in Sections  13(d) and 14(d)  thereof,  except
               that such term shall not include (1) the  Company,  (2) a bank or
               other fiduciary holding securities under an employee benefit plan
               of the Company, (3) an underwriter temporarily holding securities
               pursuant to an offering of such  securities  or (4) a corporation
               owned, directly or indirectly, by the stockholders of the Company
               in substantially the same proportions as their ownership of stock
               of the Company.

          (t)  "Person"  shall have the meaning set forth in Section  3(a)(9) of
               the  Exchange  Act,  as modified  and used in Sections  13(d) and
               14(d)  thereof,  except  that such term shall not include (1) the
               company,  (2) a trustee  or other  fiduciary  holding  securities
               under an employee benefit plan of the Company, (3) an underwriter
               temporarily  holding  securities  pursuant to an offering of such
               securities or (4) a corporation owned,  directly or indirectly by
               the  stockholders  of  the  Company  in  substantially  the  same
               proportions as their ownership of stock of the Company.

          (u)  "Phantom Stock" shall mean the right, granted pursuant to Section
               II, to  receive  in cash or  shares  the Fair  Market  Value of a
               shares of Company Stock.

          (v)  "Reload Option" shall mean a  Non-Qualified  Stock Option granted
               pursuant to Section 7(c)(5).

          (w)  "Restricted  Stock" shall mean a share of Company  Stock which is
               granted  pursuant  to the terms of Section 10 hereof and which is
               subject to the restrictions set forth in Section 10(c).

          (x)  "Rule 16b-3" shall mean the Rule 16b-3  promulgated  the Exchange
               Act, as amended from time to time.

          (aa) "Securities  Act"  shall  mean the  Securities  Act of  1933,  as
               amended from time to time.

          (bb) "Stand-Alone  SAR"  shall a stock  appreciation  right  which  is
               granted  pursuant  to  Section 9 and which is not  related to any
               Option.

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          (cc) "Stock  Bonus"  shall  mean a bonus  payable in shares of Company
               Stock granted pursuant to Section 12.

          (dd) "Subsidiary"  shall mean a  "subsidiary  corporation"  within the
               meaning of Section 424(f) of the Code.

          (ee) "Tandem  SAR"  shall  mean a stock  appreciation  right  which is
               granted pursuant to Section 8 and which is related to an Option.

          (ff) "Vesting  Date" shall mean the date  established  by the Board on
               which a share of Restricted Stock or Phantom Stock may vest.

     3. Stock Subject to The Plan.

          (a)  Shares Available for Awards.

               The  maximum  number of  shares of  Company  Stock  reserved  for
               issuance  under the Plan shall be  1,000,000  shares  (subject to
               adjustment as provided herein). Such shares may be authorized but
               unissued  Company  Stock or authorized  and issued  Company Stock
               held in the  Company's  treasury.  The Board may direct  that any
               stock  certificate  evidencing shares issued pursuant to the Plan
               shall  bear  a  legend   setting  forth  such   restrictions   on
               transferability as may apply to such shares pursuant to the Plan.

               The grant of a Tandem  SAR shall not  reduce the number of shares
               of Company  Stock with respect to which  Incentive  Awards may be
               granted pursuant to the Plan.

          (b)  Adjustment for Change in Capitalization.

               In the event that the Board shall  determine that any dividend or
               other  distribution  (whether in the form of cash, Company Stock,
               or  other  property),  recapitalization,   Company  Stock  split,
               reverse    Company   Stock   split,    reorganization,    merger,
               consolidation,   spin-off,  combination,   repurchase,  or  share
               exchange,  or other similar corporate function or event,  affects
               the Company Stock such that an adjustment is appropriate in order
               to prevent  dilution or enlargement of the rights of Participants
               under the Plan, then the Board shall make such equitable  changes
               or adjustments as it deems necessary or appropriate to any or all
               of (1) the number and kind of shares of Company  Stock  which may
               then be issued  in  connection  with  Incentive  Awards,  (2) the
               number and kind of shares of Company  Stock issued or issuable in
               respect of outstanding  Incentive Awards, (3) the exercise price,
               grant price or purchase  price  relating to any Incentive  Award,
               and (4) the maximum number of shares subject to Incentive  Awards
               which may be awarded to any  employee  during any tax year of the
               Company;  provided that, with respect to Incentive Stock Options,
               such  adjustment  shall be made in accordance with Section 424 of
               the Code.

          (c)  Re-use of Sharer.

               The  following   shares  of  Company  Stock  shall  again  become
               available for Incentive  Awards:  except as provided  below,  any
               shares  subject to an Incentive  Award that remain  unissued upon
               the  cancellation,  surrender,  exchange or  termination  of such
               award for any reason  whatsoever;  and any  shares of  Restricted
               Stock forfeited. Notwithstanding the foregoing, upon the exercise
               of any Incentive Award granted in tandem with any other Incentive
               Awards,  such  related  Awards shall be canceled to the extent of
               the number of shares of Company Stock - as to which the Incentive
               Award is  exercised  and such number of shares shall no longer be
               available for Incentive Awards under the Plan.

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     4. Administration of The Plan.

     The Plan  shall be  administered  by the  Board.  The Board  shall have the
authority  in its  sole  discretion  subject  to and not  inconsistent  with the
express  provisions  of the plan,  to  administer  the Plan and to exercise  the
powers  and  authorities  either  specifically  granted  to it under the Plan or
necessary or advisable in the  administration  of the Plan,  including,  without
limitation, the authority to grant Incentive Awards; to determine the persons to
whom  and the  time or times at which  Incentive  Awards  shall be  granted;  to
determine the type and number of Incentive  Awards to be granted,  the number of
shares  of Stock  to  which  Incentive  Awards  may  relate  and the  terms  and
conditions,  restrictions  and  performance  criteria  relating to any Incentive
Award and whether,  to what extent,  and under what  circumstances  an Incentive
Award may be settled,  canceled,  forfeited,  exchanged or surrendered;  to make
adjustments in the performance  goals in recognition of unusual or non-recurring
events affecting the Company or the financial  statements of the Company,  or in
response to changes in applicable laws,  regulations,  or accounting principles;
to construe and interpret the Plan and any Incentive Award; to prescribe,  amend
and rescind rules and  regulations  relating to the Plan; to determine the terms
and  provisions  of  Agreements;  and to make all  other  determinations  deemed
necessary or advisable for the administration of the Plan.

     The Board may, in its absolute  discretion,  without amendment to the Plan,
(a) accelerate the date on which any Option or Stand-Alone SAR granted under the
Plan  becomes  exercisable,  waive or amend  the  operation  of Plan  provisions
respecting  exercise after  termination of employment or otherwise adjust any of
the terms of such Option or Stand-Alone SAR, and (b) accelerate the Vesting Date
or Issue Date, or waive any  condition  imposed  hereunder,  with respect to any
share of Restricted  Stock,  Phantom Stock or other Incentive Award or otherwise
adjust any of the terms applicable to any such Incentive Award.

     No  member  of the  Board  shall be  liable  for any  action,  omission  or
determination  relating to the Plan,  and the Company  shall  indemnify  (to the
extent  permitted  under  Nevada  law and the  bylaws of the  Company)  and hold
harmless each member of the Board and each other employee of the Company to whom
any duty or power relating to the  administration  or interpretation of the Plan
has been  delegated  against  any cost or expense  (including  counsel  fees) or
liability  (includes  any sum paid in settlement of a claim with the approval of
the Board) arising out of any action,  omission or determination relating to the
plan,  unless, in either case, such action,  omission or determination was taken
or made by such director or employee in bad faith and without  reasonable belief
that it was in the best interests of the Company.

     5.  Eligibility.  The persons  who shall be  eligible to receive  Incentive
Awards pursuant to the Plan shall be such directors,  officers,  consultants and
other employees of the Company as the Board shall select from time to time.

     6. Awards under the Plan; Agreement.

     The  Board may grant  Options,  Tandem  SARS,  Stand-Along  SARS  shares of
Restricted  Stock,  shares of Phantom  Stock,  Stock Bonuses and Other Awards in
such amounts and with such terms and  conditions  as the Board shall  determine,
subject to the provisions of the Plan.  Each  Incentive  Award granted under the
Plan  (except an  unconditional  Stock bonus) shall be evidenced by an Agreement
which shall contain such provisions as the Board may in its sole discretion deem
necessary or desirable.  By accepting an Incentive Award, a Participant  thereby
agrees that the award shall be subject to all of the terms and provisions of the
Plan and the applicable Agreement.

     7. Options.

          (a)  Identification of Options.

               Each  Option  shall  be  clearly  identified  in  the  applicable
               Agreement as either an Incentive  Stock Option or a Non-Qualified
               Stock Option.

          (b)  Exercise price.

                                       -5-


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               Each  Agreement  with  respect  to an Option  shall set forth the
               amount (the "option  exercise  price")  payable by the grantee to
               the Company  upon  exercise of the  Option.  The option  exercise
               price per  share  shall be  determined  by the  Board;  provided,
               however,  that in the  case of an  Incentive  Stock  Option,  the
               option  exercise  price  shall in no event be less  than the Fair
               Market  Value of a share of Company  Stock on the date the Option
               is granted.

          (c)  Term and Exercise of Options.

               (1)  Unless  the  applicable  Agreement  provides  otherwise,  an
                    Option shall be  exercisable  as to  one-third  (1/3) of the
                    shares  covered  thereby  on the  date  of  grant,  with  an
                    additional   one-third   (1/3)  of  such   Option   becoming
                    cumulatively  exercisable  on each of the first  and  second
                    anniversaries   of  the  date  of  grant.  The  Board  shall
                    determine  the  expiration  date of each  Option;  provided,
                    however, that no Incentive Stock Option shall be exercisable
                    more than 10 years after the due of grant.

               (2)  Notwithstanding  the provisions of subsection (1) above, the
                    exercisability of Options granted pursuant to this Section 7
                    may  be  subject  to  the   attainment  by  the  Company  of
                    performance goals pre-established by the Board, based on one
                    or more of the  following  criteria:  (A)  return  on  total
                    stockholder equity, (B) earnings per share of Company Stock;
                    (C) net income (before or after taxes);  (D) earnings before
                    interest,   taxes,   depreciation  and   amortization;   (E)
                    revenues;  (F) return on assets;  (G) market share; (H) cost
                    reduction  goals;  (I) any  combination  of, or a  specified
                    increase  in,  any of the  foregoing;  and  (J)  such  other
                    criteria  as  the  Board  may  approve;  in  each  case,  as
                    determined in accordance with generally accepted  accounting
                    principles.  The  exercisability  of  Options  (or  portions
                    thereof)  under this  subsection  (2) shall not be effective
                    unless the attainment of such performance  measures has been
                    certified by the Board.

               (3)  An Option  may be  exercised  for all or any  portion of the
                    shares  as to  which  it is  exercisable,  provided  that no
                    Partial  Exercise  of an  Option  shall be for less than 100
                    shares of Company Stock.  The Partial  Exercise of an Option
                    shall not cause the expiration,  termination or cancellation
                    of the remaining portion thereof.

               (4)  An Option  shall be exercised  by  delivering  notice to the
                    Company's   principal   office,  to  the  attention  of  its
                    Secretary.   Such  notice  shall  be   accompanied   by  the
                    applicable Agreement,  shall specify the number of shares of
                    Company  Stock  with  respect  to which the  Option is being
                    exercised  and the effective  date of the proposed  exercise
                    and shall be signed by the  Participant or other person then
                    having the right to exercise the Option.  Payment for shares
                    of Company  Stock  purchased  upon the exercise of an Option
                    shall be made on the effective  date of such exercise by one
                    or a combination of the following  means;  (A) in cash or by
                    personal  check,  certified  check,  bank cashier's check or
                    wire  transfer;  (B) in shares of Company Stock owned by the
                    Participant  prior to the date of  exercise  and  valued  at
                    their  Fair  Market  Value  on the  effective  date  of such
                    exercise;  (C) by authorizing  the Company to withhold whole
                    shares of Company  Stock which would  otherwise be delivered
                    upon  exercise  of the option  having a Fair  Market  value,
                    determined  as  of  the  date  of  exercise,  equal  to  the
                    aggregate purchase price payable by reason of such exercise;
                    (D) in cash by a broker-dealer  acceptable to the Company to
                    whom the optionee has  submitted  an  irrevocable  notice of
                    exercise;  or (E) by such other  provision  as the Board may
                    from  time to time  authorize.  The  Board  shall  have sole
                    discretion to  disapprove of an election  pursuant to any of
                    clauses  (B) - (E)  and in the  case of an  optionee  who is
                    subject to Section 16 of the  Exchange  Act, the Company may
                    require  that  the  method  of  making  such  payment  be in
                    compliance with

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                    Section  16 and the rules and  regulations  thereunder.  Any
                    payment in shares of Company  Stock shall be effected by the
                    delivery of such  shares to the  Secretary  of the  Company,
                    duly endorsed in blank or  accompanied  by stock powers duly
                    executed in blank,  together  with any other  documents  and
                    evidences as the Secretary of the Company shall require.

               (5)  Certificates  for shares of Company Stock Purchased upon the
                    exercise  of an  Option  shall be  issued in the name of the
                    Participant or other person entitled to receive such shares,
                    and  delivered  to the  Participant  or such other person as
                    soon as  practicable  following the effective  date on which
                    the Option is exercised.

               (6)  The Board shall have the  authority to specify,  at the time
                    of grant or, with respect to Non-Qualified Stock Options, at
                    or after  the time of  grant,  that a  Participant  shall be
                    granted  a new  Non-Qualified  Stock IP  Option  (a  "Reload
                    Option")  for a number  of  shares  equal to the  number  of
                    shares  surrendered by the Participant  upon exercise of all
                    or a part of an Option in the  manner  described  in Section
                    7(c)(3)(ii) above,  subject to the availability of shares of
                    Company  Stock under the Plan at the time of such  exercise.
                    Reload Options shall be subject to such conditions as may be
                    specified  by the Board in its  discretion,  subject  to the
                    terms of the Plan.

          (d)  Limitations on Incentive Stock Options.

               (1)  To the extent that the aggregate Fair Market Value of shares
                    of Company  Stock  with  respect  to which  Incentive  Stock
                    Options are  exercisable for the first time by a Participant
                    during any calendar  year under the Plan and any other stock
                    option  plan of the  Company  shall  exceed  $100,000,  such
                    Options  shall be treated as  Non-Qualified  Stock  Options.
                    Such Fair Market Value shall be determined as of the date on
                    which such Incentive Stock Option is granted.

               (2)  No Incentive  Stock  Option may be granted to an  individual
                    if, at the time of the proposed grant,  such individual owns
                    (or is deemed to own under the Code) stock  possessing  more
                    than ten percent of the total  combined  voting power of all
                    classes  of stock of the  Company  unless  (i) the  exercise
                    price of such Incentive Stock Option is at least 110 percent
                    (110%) of the Fair Market Value of a share of Company  Stock
                    at the time such Incentive  Stock Option is granted and (ii)
                    such  Incentive  Stock Option is not  exercisable  after the
                    expiration of five years from the date such Incentive  Stock
                    Option is granted.

          (e)  Effect of Termination of Employment.

               (1)  Unless the applicable  Agreement provides otherwise,  in the
                    event that the employment of a Participant  with the Company
                    shall terminate for any reason other than Cause,  Disability
                    or death,  (A) Options granted to such  Participant,  to the
                    extent  that  they  are  exercisable  at the  time  of  such
                    termination, shall remain exercisable until the date that is
                    three  months  after  such  termination,  on which date they
                    shall expire at the close,  and (B) Options  granted to such
                    Participant, to the extent that they were not exercisable at
                    the time of such  termination,  shall expire at the close of
                    business on the date of such  termination.  The  three-month
                    period  described in this Section  7(e)(1) shall be extended
                    to one year from the date of such  termination  in the event
                    of the Participant's  death during such three-month  period.
                    Notwithstanding   the   foregoing,   no   Option   shall  be
                    exercisable after the expiration of its term.

               (2)  Unless the applicable  Agreement provides otherwise,  in the
                    event the employment of a Participant with the Company shall
                    terminate as of the Disability or death of the  Participant,
                    (A) Options  granted to such  Participant to the extent that
                    they were

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                    exercisable  at the time of such  termination,  shall remain
                    exercisable until the first anniversary of such termination,
                    on which date they shall expire,  and (B) Options granted to
                    such   Participant,   to  the  extent  that  they  were  not
                    exercisable at the time of such termination, shall expire at
                    the  close  of  business  on the  date of such  termination;
                    provided, however, that no Option shall be exercisable after
                    the expiration of its term.

               (3)  in  the  event  of  the   termination  of  a   Participant's
                    employment  for  Cause,  all  outstanding  options  to  such
                    Participant  shall expire at the commencement of business on
                    the date of such termination.

          (f)  Acceleration of Exercise Date Upon Change in Control.

     Upon the  occurrence of a Change in Control,  each Option granted under the
Plan and outstanding at such time shall become fully and immediately exercisable
and shall remain exercisable until its expiration, termination or cancellation.





                      [This Space Intentionally Left Blank]

                                       -8-


<PAGE>


     8. Tandem SARs.

     The Board may grant in connection with any Option granted  hereunder one or
more SARS  relating to a number of shares of Company Stock less than or equal to
the number of shares of Company  Stock subject to the related  Option.  A Tandem
SAR may be granted in connection  with an Option only at the same time that such
Option is granted:  provided,  however a Tandem SAR granted in connection with a
Non-Qualified  Stock  Option  may be  granted  subsequent  to the time that such
Non-Qualified Stock Option is granted.

          (a)  Benefit Upon Exercise.

               The exercise of a Tandem SAR with respect to any number of shares
               of Company Stock shall entitle the Participant to a cash payment,
               for each such  share,  equal to the excess of (1) the Fair Market
               Value of a share of Company  Stock on the exercise  date over (2)
               the option  exercise  price of the related  Option.  Such payment
               shall be made as soon as practicable  after the effective date of
               such exercise.

          (b)  Term and Exercise of Tandem SAR.

               (1)  A Tandem SAR shall be exercisable  only if and to the extent
                    that its related Option is exercisable.

               (2)  The  exercise  of a Tandem  SAR with  respect to a number of
                    shares  of  Company  Stock  shall  cause the  immediate  and
                    automatic cancellation of its related Option with respect to
                    an equal number of shares.  The exercise of an Option or the
                    cancellation,  termination or expiration of an Option (other
                    than  pursuant to this Section  8(b)(2)),  with respect to a
                    number of shares of Company  Stock shall cause the automatic
                    and immediate  cancellation  of any related Tandem Shares to
                    the extent of the number of shares of Company  Stock subject
                    to such Option which is so exercised,  canceled,  terminated
                    or expired.

               (3)  A Tandem SAR may be exercised  for all or any portion of the
                    shares  as to which  it is  exercisable;  provided,  that no
                    Partial  Exercise  of a Tandem SAR shall be with  respect to
                    less than 100 shares of Company Stock.

               (4)  No Tandem SAR shall be assignable or transferable  otherwise
                    than together with its related Option.

               (5)  A Tandem SAR shall be exercised by delivering  notice to the
                    Company's   principal   office,  to  the  attention  of  its
                    Secretary.   Such  notice  shall  be   accompanied   by  the
                    applicable Agreement,  shall specify the number of shares of
                    Company  Stock with respect to which the Tandem SAR is being
                    exercised  and the effective  date of the proposed  exercise
                    and shall be signed by the  Participant or other person then
                    having the right to exercise  the Option to which the Tandem
                    SAR is related.

     9. Stand-Alone SARs.

          (a)  Exercise Price.

               The  exercise  price  per  share of a  Stand-Alone  SAR  shall be
               determined by the Board at the time of grant.

          (b)  Benefit Upon Exercise.

               The exercise of a  Stand-Alone  SAR with respect to any number of
               shares of  Company  Stock  shall  entitle  the  Participant  to a
               payment, for each such share, equal to the excess of (1) the Fair
               Market  Value of a share of Company  Stock on the  exercise  date
               over (2) the exercise

                                       -9-


<PAGE>


               price of the Stand-Alone SAR. Such payments shall be made as soon
               as  practicable  after such  exercise,  in cash and/or  shares of
               Company Stock, as determined by the Board.

          (c)  Term and Exercise of Stand-Alone SARs.

               (1)  Unless  the  applicable  Agreement  provides  otherwise,   a
                    Stand-Alone SAR shall become cumulatively  exercisable as to
                    one-third  (1/3) of shares  covered  thereby  on the date of
                    grant,   with  an   additional   one-third   (1/3)  of  such
                    Stand-Alone SAR to become  cumulatively  exercisable on each
                    of the first and second  anniversaries of the date of grant.
                    The  Board  shall  determine  the  expiration  date  of each
                    Stand-Alone SAR.

               (2)  A Stand-Alone SAR may be exercised for all or any portion of
                    the shares as to which it is exercisable;  provided, that no
                    Partial  Exercise of a Stand-Alone SAR shall be with respect
                    to less than 100 shares of Company Stock.

               (3)  A Stand-Alone SAR shall be exercised by delivering notice to
                    the  Company's  principal  office,  to the  attention of its
                    Secretary.   Such  notice  shall  be   accompanied   by  the
                    applicable Agreement,  shall specify the number of shares of
                    Company Stock with respect to which the  Stand-Alone  SAR is
                    being  exercised,  and the  effective  date of the  proposed
                    exercise, and shall be signed by the Participant.

          (d)  Effect of Termination of Employment.

               The  provisions  set forth in  Section  7(c) with  respect to the
               exercise of Options  following  termination  of employment  shall
               apply as well to such exercise of Stand-Alone SARS.

          (e)  Acceleration of Exercise Date Upon Change in Control.

               Upon the occurrence of a Change in Control,  any  Stand-Alone SAR
               outstanding  at such time  shall  become  fully  and  immediately
               exercisable  and shall remain  exercisable  until its expiration,
               termination or cancellation.

     10. Restricted Stock.

          (a)  Issue Date and Vesting Date.

               At the time of the grant of shares of Restricted Stock, the Board
               shall  establish  an Issue Date or Issue Dates and a Vesting Date
               or Vesting  Dates  with  respect  to such  shares.  The Board may
               divide such shares into classes and assign a different Issue Date
               and/or Vesting Date for each class. If the grantee is employed by
               the  Company on an Issue  Date  (which may be the date of grant),
               the  specified  number  of shares of  Restricted  Stock  shall be
               issued  in  accordance  with the  provisions  of  Section  10(c),
               provided  that  all  conditions  to the  vesting  of a  share  of
               Restricted Stock imposed pursuant to Section 10(b) are satisfied,
               and except as provided in Section  10(g),  upon the occurrence of
               the Vesting  Date with  respect to a share of  Restricted  Stock,
               such  shares  shall vest and the  restrictions  of Section  10(c)
               shall lapse.

          (b)  Conditions to Vesting.

               At the time of the grant of shares of Restricted Stock, the Board
               may impose such restrictions or conditions to the vesting of such
               as it, in its absolute discretion, deems appropriate.

          (c)  Restrictions on Transfer Prior to Vesting.

               Prior to the vesting of a share of Restricted  Stock, no transfer
               of a  Participant's  rights with  respect to such share,  whether
               voluntary or involuntary, by operation of law or otherwise, shall
               be  permitted.  Immediately  upon any  attempt to  transfer  such
               rights, such share, and all of the rights related thereto,  shall
               be forfeited by the Participant.

                                      -10-


<PAGE>


          (d)  Dividends on Restricted Stock.

               The Board in its  discretion  may require that any dividends paid
               on  shares  of  Restricted  Stock  be held in  escrow  until  all
               restrictions on such sham have lapsed.

          (e)  Issuance of Certificates.

               (1)  Reasonably  promptly  after the Issue  Date with  respect to
                    shares of  Restricted  Stock,  the Company shall cause to be
                    issued a stock  certificate,  registered  in the name of the
                    Participant  to whom such  shares were  granted,  evidencing
                    such shares;  provided that the Company shall not cause such
                    a stock  certificate  to be issued  unless it has received a
                    stock  power duly  endorsed  in blank  with  respect to such
                    shares. Each such stock certificate shall bear the following
                    legend:

                    The  transferability  of this  certificate  and  the  shares
                    represented  hereby are subject to the  restrictions,  terms
                    and   conditions   (including   forfeiture   provisions  and
                    restrictions  against  transfer)  contained in the Wade Cook
                    Financial  Corporation  1997  Stock  Incentive  Plan  and an
                    agreement  entered into between the registered owner of such
                    shares and the Company.  A copy of the Plan and Agreement is
                    on file  in the  office  of the  Secretary  of the  Company.
                    ------------------------------------------------------------

     Such legend  shall not be removed  until such  shares vest  pursuant to the
terms hereof.

               (2)  Each  certificate  issued  pursuant to this  Section  10(e),
                    together  with the stock  powers  relating  to the shares of
                    Restricted  Stock  evidenced by such  certificate,  shall be
                    held by the Company unless the Board determines otherwise.

          (f)  Consequences of Vesting.

               Upon the vesting of a share of Restricted  Stock  pursuant to the
               terms hereof,  the restrictions of Section 10(c) shall lapse with
               respect  to such  share.  Reasonably  promptly  after a share  of
               Restricted  Stock vests,  the Company shall cause to be delivered
               to  the   Participant  to  whom  such  shares  were  granted,   a
               certificate  evidencing such share,  free of the legend set forth
               in Section 10(c).

          (g)  Effect of Termination of Employment.

               (1)  Subject to such other  provision  as the Board may set forth
                    in the applicable  Agreement,  and to the Board's  amendment
                    authority  pursuant to a  Participant's  employment  for any
                    reason  other  than  Cause,  any and  all  shares  to  which
                    restrictions on  transferability  apply shall be immediately
                    forfeited  by  the   Participant  and  transferred  to,  and
                    reacquired by, the Company;  provided that if the Board,  in
                    its sole  discretion,  shall  within  thirty (30) days after
                    such  termination  of employment  notify the  participant in
                    writing of its decision  not to transfer  the  Participant's
                    rights in such shares,  then the Participant  shall continue
                    to be the owner of such  shares  subject to such  continuing
                    restrictions  as the Board may prescribe in such notice.  In
                    the  event  of a  forfeiture  of  shares  pursuant  to  this
                    section,  the Company shall repay to the Participant (or the
                    Participant's estate) any amount paid by the Participant for
                    such shares. In the event that the Company requires a return
                    of  shares,  it shall  also  have the right to  require  the
                    return of all  dividends  paid on such  shares,  whether  by
                    termination  of any  escrow  arrangement  under  which  such
                    dividends are held, or otherwise.

               (2)  In  the  event  of  the   termination  of  a   Participant's
                    employment for Cause all shares of Restricted  Stock granted
                    to such participant  which have not vested as of the date of
                    such  termination  shall  immediately  be  returned  to  the
                    Company, together with any dividend

                                      -11-


<PAGE>


                    paid on such shares,  in return for which the Company  shall
                    repay to the Participant  amount Paid by the Participant for
                    such shares.

          (h)  Effect of Change in Control.

               Upon the  occurrence  of a Change  in  Control,  all  outstanding
               shares of  Restricted  Stock  which have not  theretofore  vested
               shall  immediately  vest and all  restrictions on such Restricted
               Stock shall immediately lapse.

          (i)  Special Provisions Regarding Restricted Stock.

               Notwithstanding   anything  to  the  contrary  contained  herein,
               Restricted Stock granted pursuant to this Section 10 may be based
               on  the  attainment  by  the  Company,   of   performance   goals
               preestablished  by  the  Board,  based  on  one  or  more  of the
               following  criteria:  (1) return on total stockholder equity; (2)
               earnings per share of Company  Stock;  (3) net income  (before or
               after taxes); (4) earnings before interest,  taxes,  depreciation
               and amortization;  (5) revenues (6) return on assets;  (7) market
               sham;  (8) cost reduction  goals;  (9) any  combination  of, or a
               specified increase in, any of the foregoing;  and (10) such other
               criteria as the Board may approve; in each case, as determined in
               accordance with generally accepted  accounting  principles.  Such
               shares of Restricted  Stock shall be released  from  restrictions
               only  after  attainment  of such  performance  criteria  has been
               certified by the Board.

     11. Phantom Stock.

          (a)  Vesting Date.

               At the time of the grant of shares of  Phantom  Stock,  the Board
               shall  establish a Vesting Date or Vesting  Dates with respect to
               such  shares.  The Board may divide such shares into  classes and
               assign a different  Vesting Date for each class provided that all
               conditions  to the  vesting of a share of Phantom  Stock  imposed
               pursuant to Section 11(c) are  satisfied,  and except as provided
               in Section  11(d) upon the  occurrence  of the Vesting  Date with
               respect to a share of Phantom Stock, such share shall vest.

          (b)  Benefit Upon Vesting.

               Upon the  vesting of a share of Phantom  Stock,  the  Participant
               shall be entitled to receive  within 30 days of the date on which
               such share vests,  an amount in cash and/or of Company Stock,  as
               determined by the Board,  equal to the sum of (1) the Fair Market
               Value of a share of Company Stock on the date on which such share
               of Phantom  Stock  vests,  and (2) the  aggregate  amount of cash
               dividends  paid with  respect to a share of Company  Stock during
               the period  commencing  on the date on which the share of Phantom
               Stock was granted and terminating on the date on which such share
               vests.

          (c)  Conditions of Vesting.

               At the time of the grant of shares of  Phantom  Stock,  the Board
               may impose such restrictions or conditions to the vesting of such
               share as it, in its absolute discretion, deems appropriate.

          (d)  Effect of Termination of Employment.

               Subject to such other provision as the Board may set forth in the
               applicable  Agreement,  and to the  Board's  amendment  authority
               pursuant  to  Section 4,  shares of  Phantom  Stock that have not
               vested,  together  with any  dividends  credited on such  Shares,
               shall  be  forfeited  upon  the   Participant's   termination  of
               employment for any reason.

          (e)  Effect Of Change in Control.

                                      -12-


<PAGE>


               Upon the  occurrence  of a Change  in  Control,  all  outstanding
               shares of Phantom Stock which have not  theretofore  vested shall
               immediately  vest and payment in respect of such shares  shall be
               made in accordance with the term of this Plan.

          (f)  Special Provisions Regarding Awards.

               Notwithstanding  anything to the contrary  contained herein,  the
               vesting of Phantom Stock granted  pursuant to this Section 11 may
               be based on the  attainment  by the Company of one or more of the
               performance  criteria set forth in Section 10(i) hereof,  in each
               case,  as  determined  in  accordance  with  generally   accepted
               accounting principles.  No payment in respect of any such Phantom
               Stock award will be paid until the  attainment of the  respective
               performance criteria have been certified by the Board.

     12. Stock Bonuses.

     In the event that the Board grants a Stock  Bonus,  a  certificate  for the
shares of Company Stock  comprising such Stock Bonus shall be issued in the name
of the Participant to whom such grant was made and delivered to such Participant
as soon as practicable after the date on which such Stock Bonus is payable.

     13. Other Awards.

     Other forms of Incentive Awards ("Other Awards") valued in whole or in part
by reference to, or otherwise based on Company Stock may be granted either alone
or in  addition  to other  Incentive  Awards  under  the  Plan.  Subject  to the
provisions  of the Plan,  the Board shall have sole and  complete  authority  to
determine  the persons to whom and the time or times at which such Other  Awards
shall be granted,  the number of shares of Company Stock to be granted  pursuant
to such Other Awards and all other conditions of such Other Awards.

     14. Rights As A Stockholder

     No person shall have any rights as a stockholder with respect to any shares
of Company Stock covered by or relating to any Incentive Award until the date of
issuance of a stock certificate with respect to such shares. Except as otherwise
expressly  provided in Section 3(c), no adjustment to any Incentive  Award shall
be made for  dividends or other rights for which the record date occurs prior to
the date such stock certificate is issued.

     15. No Special Employment Rights; No Right To Incentive Award.

     Nothing  contained  in the  Plan or any  Agreement  shall  confer  upon any
Participant  any right with respect to the  continuation  of  employment  by the
Company or interfere  in any way with the right of the  Company,  subject to the
terms of any  separate  employment  agreement  to the  contrary,  at any time to
terminate  employment  or to  increase  or  decrease  the  compensation  of  the
Participant.

     No person shall have any or right to receive an Incentive Award  hereunder.
The Board's  granting of an Incentive  Award to a participant  at any time shall
neither require the Board to grant any other Incentive Award to such Participant
or any other person at any time,  or preclude  the Board from making  subsequent
grants to such Participant or any other person.

     16. Securities Matters.

          (a)  The  Company   shall  be  under  no   obligation  to  effect  the
               registration  pursuant to the  Securities Act of any interests in
               the Plan or any shares of Company Stock to be issued hereunder or
               to   effect   similar    compliance   under   any   state   laws.
               Notwithstanding  anything  herein to the  contrary,  the  Company
               shall  not be  obliged  to cause to be issued  or  delivered  any
               certificates  evidencing  shares of Company Stock pursuant to the
               Plan unless and until the Company is advised by its counsel  that
               the issuance and delivery of such certificates is in

                                      -13-


<PAGE>


               compliance with all applicable laws,  regulations of governmental
               authority  and the  requirements  of any  securities  exchange on
               which shares of Company Stock are traded.  The Board may require,
               as a condition  of the  issuance  and  delivery  of  certificates
               evidencing  shares of Company Stock pursuant to the terms hereof,
               that the recipient of such  certificates make such agreements and
               representations, and that such certificates bear such legends, as
               the Board, in its sole discretion, deems necessary or desirable.

          (b)  The transfer of any shares of Company  Stock  hereunder  shall be
               effective  only at such time as counsel to the Company shall have
               determined  that the  issuance  and delivery of such shares is in
               compliance with all applicable laws,  regulations of governmental
               authority  and the  requirements  of any  securities  exchange on
               which shares of Company  Stock are traded.  The Board may, in its
               sole  discretion,  defer the  effectiveness  of any  transfer  of
               shares of Company Stock  hereunder in order to allow the issuance
               of  such  shares  to  be  made  pursuant  to  registration  or an
               exemption  from  registration  or other  methods  for  compliance
               available under federal or state securities laws. The Board shall
               inform the  Participant  in writing of such decision to defer the
               effectiveness  of a transfer.  During the period of such deferral
               in  connection  with the exercise of an Option,  the  Participant
               may, by written  notice,  withdraw  such  exercise and obtain the
               refund of any amount paid with respect thereto.

     17. Withholding Taxes.

     Whenever  cash is to be paid  pursuant to an Incentive  Award,  the Company
shall have the right to deduct  therefrom  an amount  sufficient  to satisfy any
federal, state and local withholding tax requirements related thereto.

     Whenever  shares  of  Company  Stock  are to be  delivered  pursuant  to an
Incentive  Award, the Company shall have the right to require the Participant to
remit to the Company in cash an amount sufficient to satisfy any federal,  state
and local withholding tax requirements related thereto. With the approval of the
Board, a Participant  may satisfy the foregoing  requirement by electing to have
the Company  withhold from delivery shares of Company Stock having a value equal
to the amount of tax to be  withheld.  Such shares shall be valued at their Fair
Market Value on the date of which the amount of tax to be withheld is determined
(the "Tax Date").  Fractional  share  amounts  shall be settled in cash.  Such a
withholding  election  may be made with  respect  to all or any  portion  of the
shares of Company Stock to be delivered pursuant to an Incentive Award.

     18. Notification of Election under Section 83(b) of the Code.

     If any  Participant  shall, in connection with the acquisition of shares of
Company Stock under the Plan, make the election permitted under Section 83(b) of
the Code, such  Participant  shall notify the Company of such election within 10
days of filing notice of election with the Internal Revenue Service.

     19. Notification Upon Disqualifying Disposition Under Section 421(b) of the
Code.

     Each Agreement with respect to an Incentive  Stock Option shall require the
Participant to notify the Company of any  disposition of shares of Company Stock
issued pursuant to the exercise of such Option under the circumstances described
in Section 421(b) of the Code (relating to certain disqualifying  dispositions),
within 10 days of such disposition.

     20. Amendment Or Termination of The Plan.

     The Board  may,  at any time,  suspend or  terminate  the Plan or revise or
amend it in any respect whatsoever, provided, however, that stockholder approval
shall be required if and to the extent the Board  determines  that such approval
is appropriate for purposes of satisfying Section 422 of the Code or Rule 16b-3.
Incentive  Awards  may be granted  under the Plan  prior to the  receipt of such
stockholder  approval  but each such grant  shall be subject in its  entirety to
such approval and no award may be exercised, vested or otherwise satisfied prior
to the receipt of such approval. Nothing herein shall restrict

                                      -14-


<PAGE>


the Board's ability to exercise its discretionary  authority pursuant to Section
4, which  discretion may be exercised  without  amendment to the Plan. No action
hereunder may,  without the consent of a Participant,  reduce the  Participant's
rights under, any outstanding Incentive Award.

     21. Transfers of Incentive Awards.

     Options granted under the Plan shall not be transferable except (a) by will
or the laws of descent and distribution;  (b) pursuant to a "qualified  domestic
relations  order" as such term is  defined  in the  Employee  Retirement  Income
Security Act of 1974, as amended;  or (c) as specifically  provided  below.  Any
Participant  may transfer  Non-Qualified  Stock Options to members of his or her
Immediate  Family (as defined below) if (1) the Agreement  pursuant to which the
Option was granted to provides,  (2) such  agreement  was approved by the Board,
and (3) the  Participant  does not receive any  consideration  for the transfer.
"Immediate  Family" means children,  grandchildren and spouse of the Participant
or one or more trusts for the benefit of such family members or  partnerships in
which such family members are the only partners.  Any Non-Qualified Stock Option
agreement may be amended to provide for the transferability  feature as outlined
above,  provided  that such  amendment is approved by the Board.  Any Option not
granted pursuant to an Agreement expressly  permitting its transfer shall not be
transferable.  During the lifetime of the Participant,  options may be exercised
only  by  the  Participant,   the  guardian  or  legal   representative  of  the
Participant, or the transferee as permitted under this Section 21(c).

     22. Expenses and Receipts.

     The  expenses  of the  Plan  shall  be paid by the  Company.  Any  proceeds
received by the Company in connection  with any Incentive Award will be used for
general corporate purposes.

     23. Failure to Comply.

     In addition to the remedies of the Company  elsewhere  provided for herein,
failure by a Participant  (or  beneficiary)  to comply with any of the terms and
conditions  of the Plan or the  applicable  Agreement,  unless  such  failure is
remedied by such  Participant (or  beneficiary)  within ten days after notice of
such failure to the Board,  shall be grounds for the cancellation and forfeiture
of such  Incentive  Award,  in whole or in part,  as the Board,  in its absolute
discretion, may determine.

     24. Effective Date and Term of Plan.

     The Plan became  effective  on the  Effective  Date,  but the Plan (and any
grants of Incentive Awards made prior to shareholder approval of the Plan) shall
be subject to the requisite approval of the stockholders of the Company.  In the
absence of such approval,  such Incentive Awards shall be null and void.  Unless
earlier  terminated by the Board,  the right to grant Incentive Awards under the
Plan will terminate on the tenth  anniversary of the Effective  Date.  Incentive
Awards  outstanding at Plan termination will remain in effect according to their
terms and the provisions of the Plan.

     25. Applicable Law.

     Except to the extent preempted by any applicable federal law, the Plan will
be  construed  and  administered  in  accordance  with the laws of the  State of
Nevada, without reference to its principles of conflicts of law.

     26. Participant Rights.

     No Participant shall have any claim to be granted any award under the Plan,
and there is no obligation for uniformity of treatment for Participants.  Except
as provided  specifically  herein, a Participant or a transferee of an Incentive
Award shall have no rights as a stockholder  with respect to any shares  covered
by any award until the date of the issuance of a Company  Stock  certificate  to
him or her for such shares.

                                      -15-


<PAGE>


     27. Unfunded Status of Awards.

     The Plan is intended to  constitute  an  "unfunded"  plan for incentive and
deferred  compensation.  With  respect  to  any  payments  not  yet  made  to  a
Participant pursuant to an Incentive Award, nothing contained in the Plan or any
Agreement shall give any such Participant any rights that are greater than those
of a general creditor of the Company.

     28. No Fractional Shares.

     No fractional shares of Company Stock shall be issued or delivered pursuant
to the Plan. The Board shall determine  whether cash, other Incentive Awards, or
other  property  shall be  issued or paid in lieu of such  fractional  shares or
whether  such  fractional  share or any rights  thereto  shall be  forfeited  or
otherwise eliminated.

     29. Beneficiary.

     A  Participant  may  file  with  the  Board  a  written  designation  of  a
beneficiary on such form as may be prescribed by the Board and may, from time to
time, amend or revoke such designation,  if no designated  beneficiary  survives
the Participant, the executor or administrator of the Participant's estate shall
be deemed to be the grantee's beneficiary.

     30. Interpretation.

     The Plan is  designed  and  intended  to comply with Rule 16b-3 and, to the
extent  applicable,  with Section 162(m) of the Code, and all provisions  hereof
shall be construed in a manner to so comply.

     31. Severability.

     If any  provision of the Plan is held to be invalid or  unenforceable,  the
other  provisions  of the Plan shall not be affected  but shall be applied as if
the invalid or unenforceable provision had not been included in the Plan.







                      [This Space Intentionally Left Blank]

                                      -16-