Exhibit 10.2

                                  WADE B. COOK
                       EXCLUSIVE PRODUCT LICENSE AGREEMENT

     This Exclusive  Product License  Agreement (the  "Agreement") is made as of
this 30th day of June, 1998 (the "Effective Date"), by and between Wade B. Cook,
a resident of Washington  State ("COOK"),  and Entity  Planners,  Inc., a Nevada
corporation located at 14675 Interurban Avenue South, Seattle,  Washington 98168
("EPI").

     1.   GRANT OF LICENSE.

          (a)  Distribution  and  Marketing  License.  Subject  to the terms and
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conditions of this Agreement,  and that certain Stock Purchase Agreement between
COOK,  EPI and B&C Limited  Liability  Company  ("B&C") dated June 30, 1998 (the
"Purchase  Agreement"),  COOK hereby grants to EPI an exclusive  license to use,
produce,  market,  sell and distribute  the Products  listed in Exhibit A of the
Purchase Agreement in the United States of America (the "Territory"). EPI agrees
not to sell, market or distribute the Products outside the Territory  boundaries
at any international  seminars,  or to utilize the Products and COOK trademarks,
trade  names,  service  marks  and  photographic  images,   likeness  and  audio
recordings to promote or provide offshore entity structuring services.

          (b)  License Conditions. EPI acknowledges and agrees that the Products
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and any copies thereof are owned or licensed by COOK and are protected by United
States copyright laws and international treaty provisions.  Therefore,  EPI must
treat the Products like any other copyrighted material,  and agrees not to rent,
lease or lend the Products.  EPI will promptly notify COOK of any  infringements
or alterations of Products or packaging that come to EPI's  attention and assist
COOK in any prosecutions that COOK may undertake.  EPI will not remove, destroy,
obfuscate or conceal any copyright or other proprietary markings or confidential
legends  placed upon or contained  upon the  Products,  and shall  reproduce all
notices and  restricted  rights legend on the Products as directed by COOK.  EPI
will  immediately  advise  COOK of any legal  notices  served on EPI that  might
reasonably be anticipated to affect COOK or its proprietary rights.

          (c)  Trademarks. Subject to the terms and conditions of this Agreement
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and the Purchase Agreement, COOK grants EPI the non-exclusive license to use and
publish in the Territory any trade name,  service mark or trademark used by COOK
which is  related  to the  Products,  provided  all such  marks and names are so
indicated  by  appropriate  symbol  or  designation  in  advertising  and  other
marketing activities to identify the Products. Such activities may take the form
of magazine  advertising,  direct mail  promotions,  and trade show displays and
such other activities as COOK may approve in advance.

          (d) Right to Use COOK Photographic Image and Audio Recordings. Subject
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to the terms and conditions of this Agreement and the Purchase  Agreement,  COOK
grants EPI the  non-exclusive  license to use and publish in the  Territory  the
photographic  image,  likeness and audio  recordings  of COOK only in connection
with the promotion, marketing and distribution of the Products.

                                      -1-

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          (e)  No Other Rights Granted.  Apart from the grant of rights pursuant
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to this Section,  EPI shall not have the right to engage in any other licensable
activity,  including but not limited to the preparation of derivative works, nor
any  ownership  right,  title or interest,  nor any  security  interest or other
interest,  in the Products or the COOK  photographic  images,  likeness or audio
recordings.

     2.   PAYMENT OF ROYALTIES.

          (a) Royalties. For each copy of the Products and the COOK photographic
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image,  likeness and audio  recordings  distributed by EPI, EPI shall pay COOK a
royalty in the amount and in the manner specified in the applicable  schedule in
Section  2.2(b) of the Purchase  Agreement (the  "Royalties").  EPI shall pay to
COOK  payments of  Royalties  in the  amounts,  in the manner,  and at the times
specified in Section 2.3 of the Purchase Agreement.

          (b)  Royalty Reports and Records. EPI shall also maintain  reports and
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records of the distribution and sale of Products, as set forth in Section 2.6 of
the Purchase Agreement.

          (c)  Taxes.  EPI  shall  pay (or  reimburse  COOK  upon  invoice)  all
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national,  state and local sales,  use,  value-added  and other  taxes,  customs
duties and similar tariffs and fees,  imposed by any  jurisdiction  and based on
this Agreement or any deliveries made  hereunder,  exclusive of any income taxes
levied on COOK's net income.

          (d)  Products Licensed "AS-IS". EXCEPT AS PROVIDED ABOVE, THE PRODUCTS
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ARE LICENSED "AS IS" WITHOUT  WARRANTY,  EXPRESS OR IMPLIED,  AS TO PERFORMANCE,
MERCHANTABILITY,  OR FITNESS FOR ANY PARTICULAR  PURPOSE.  THE ENTIRE RISK AS TO
THE RESULTS AND  PERFORMANCE OF THE PRODUCTS IS ASSUMED BY EPI.  Licensee's sole
and  exclusive  remedy in the event of a warranty  claim  hereunder is expressly
limited to the remedies in this Agreement.

     3.   LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO
EVENT SHALL COOK OR ANYONE ELSE INVOLVED IN THE CREATION,  PRODUCTION,  DELIVERY
OR  LICENSING  OF THE  PRODUCTS  BE  LIABLE  TO EPI OR ANY  THIRD  PARTY FOR ANY
INCIDENTAL,  INDIRECT,  SPECIAL OR CONSEQUENTIAL  DAMAGES,  OR ANY OTHER DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS  INTERRUPTION,  LOSS OF BUSINESS INFORMATION,  OR OTHER PECUNIARY LOSS)
ARISING  OUT OF THE USE OR  INABILITY  TO USE THE  PRODUCT,  WHETHER  OR NOT THE
POSSIBILITY  OR CAUSE OF SUCH  DAMAGES  WAS KNOWN TO COOK.  EXCEPT IN RESPECT OF
LIABILITY  WHICH IS BY LAW  INCAPABLE  OF  EXCLUSION,  IN NO EVENT SHALL  COOK'S
LIABILITY,  (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE)
TO EPI  ARISING  OUT OF OR  RELATING  TO THE ORDER OR  DELIVERY OF ANY UNIT OF A
PRODUCT  EXCEED THE PER UNIT LICENSE FEE  ACTUALLY  PAID BY EPI TO COOK FOR SUCH
PRODUCT.

                                      -2-

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     4.   GOVERNMENTAL APPROVALS; EXPORT LIMITATIONS. EPI shall at all times and
at its own expense strictly comply with all applicable laws, rules,  regulations
and governmental orders, now or hereafter in effect, relating to its performance
of this Agreement.  Without limiting the generality of the foregoing obligation,
EPI specifically  acknowledges that each of the Products and certain information
relating to the Products  supplied to EPI in  accordance  with the terms of this
Agreement  are  subject to United  States  export  controls,  pursuant to Export
Administration  Regulations,  15 C.F.R. Parts 768-799. EPI shall comply strictly
with all requirements of the Export  Administration  Regulations with respect to
each Product.  Without limiting the generality of the foregoing obligation,  EPI
hereby  expressly agrees that,  without the prior written  authorization of COOK
and  the  United   States   Government,   EPI  will  not,  and  will  cause  its
representatives  to agree not to,  export,  re-export,  divert or  transfer  any
Product  to  any  destination,  company  or  person  prohibited  by  the  Export
Administration  Regulations  or other export control laws and  regulations.  EPI
shall make its records  available to COOK at COOK's request,  in order to permit
COOK to  confirm  EPI's  compliance  with its  obligations  as set forth in this
Section 4.

     5.   PROHIBITED MARKETING ACTIVITIES.  In addition to the restrictions upon
the provision of offshore entity structuring services contained in Section 1(a),
in marketing the Products,  EPI shall not, and shall not permit its resellers to
(i)  make  false  or  misleading  representations  with  regard  to  COOK or the
Products;  (ii) employ or  cooperate in the  publication  or  employment  of any
misleading  or deceptive  advertising  with regard to the  Products;  (iii) make
representations,  warranties  or  guarantees  to their end users or to the trade
with respect to the  specifications,  features or  capabilities  of the Products
other  than  those  which are  consistent  with the  then-current  COOK-approved
documentation  and materials;  (iv) use the COOK  photographic  images and audio
recordings  in any way that is  defamatory  or could  reasonably  be  considered
offensive or  disparaging,  nor make  intentional  distortions,  mutilations  or
modifications to the COOK image, likeness or voice which would be prejudicial to
COOK or his honor or reputation,  (v) redistribute  the photographic  images and
audio  recordings as a clip library,  nor (vi) enter into any contract or engage
in any practice in conflict with its obligations hereunder.

     6.   PROMOTIONAL MATERIALS.  COOK shall have the right of prior approval of
all documents, devices, promotional,  marketing and seminar materials used in or
related  to the  sale,  marketing,  or  distribution  of the  Products  and  his
photographic image, likeness, and audio recordings (the "Materials") bearing its
trademarks,  trade names or service marks prior to their  anticipated  use. Once
such  Materials  are  approved by COOK,  EPI will not need to seek  further COOK
approval  of the  Materials  unless  and  until  there are  changes  made in the
Materials.  However,  upon prior  written  notice by COOK,  use of the Materials
shall  thereafter  be  subject  to  COOK's  prior  review  and  approval  of the
anticipated use.

     7.   INDEMNIFICATION.

          (a)  By COOK.  COOK  shall indemnify,  defend  and hold  harmless  EPI
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against any claim that the Products  infringe any United States patent issued as
of the date of this Agreement,  United States copyright, United States trademark
(provided use of such trademark has been in accordance with this Agreement),  or
trade  secret,  provided  that COOK is given

                                      -3-

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prompt notice of such claim and is given information, reasonable assistance, and
sole  authority to defend or settle the claim.  If COOK  becomes  aware that the
products do or may infringe any such rights, COOK may, at its option, obtain the
right to  continue  using and  licensing  the  Products,  replace  or modify the
Products  so  that  they  become  non-infringing,  or if such  remedies  are not
reasonably available,  to require return of the Products and provide a refund of
the Royalties paid with respect to such returned  Products.  Should COOK provide
EPI with a modified version of the Products,  EPI shall, upon receipt of the new
version of  Products,  immediately  cease  distribution  and use of the previous
version of the Products.  Other than COOK's obligation of indemnification as set
forth in this Section, COOK shall have no liability to EPI from allegations that
the  Products or  activities  related to the  Products  infringe  or  constitute
wrongful use of any proprietary  right.  Notwithstanding  anything  contained in
this  Agreement to the  contrary,  COOK shall not be liable to EPI for any claim
arising from any  alteration or  modification  of Products,  or arising from the
distribution  of an earlier version of the Products  manufactured  following the
delivery to EPI of a new non-infringing version of the Products pursuant to this
Section.

          (b) By EPI. EPI shall be responsible for any and all claims, losses or
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damages arising out of or incurred in connection with the publishing, marketing,
or  distribution  of the Products by EPI, or any false,  deceptive or misleading
representations  or  advertising  with  regard  to  COOK  or  the  Products;  or
representations,  warranties  and  guarantees  made by EPI with  respect  to the
Products or the information  contained in the Products.  EPI agrees to indemnify
and hold COOK harmless  from and with respect to any such claim,  loss or damage
(including without limitation attorney's fees and costs).

     8.  AGREEMENT TERMS CONFIDENTIAL. Neither party shall disclose the terms of
this  Agreement  to any third party  except as required by law or as  reasonably
required to protect or enforce a party's rights hereunder.  The disclosing party
shall  provide  the  other  with  prior  written  notice  of any  such  required
disclosure.

     9.   TERM AND EFFECT OF TERMINATION.

          (a)  Term. The term of this  Agreement will be five (5) years from the
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Effective Date unless terminated as provided herein. Thereafter,  this Agreement
may be extended for a successive  five (5) year term upon the  agreement of both
parties  to  each  such  extension.  Such  renewal  shall  be in the  form of an
amendment attached hereto as Exhibit A-1.

          (b)  Termination  for Cause.  Either party hereto may  terminate  this
               ----------------------
Agreement  upon (a) 30 days written  notice to the other  following any material
breach  or  omission  by the other  with  respect  to any term,  representation,
warranty,  condition, or covenant hereof and (b) the failure of such other party
to cure such breach or omission  prior to the  expiration of such 30-day period.
This Agreement shall terminate  automatically if (i) a receiver is appointed for
EPI or its  property;  (ii)  EPI  makes an  assignment  for the  benefit  of its
creditors;  (iii) any proceedings are commenced by, for or against EPI under any
bankruptcy,  insolvency  or debtors  relief  law; or (iv) EPI is  liquidated  or
dissolved.

                                      -4-

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          (c)  Effect of Termination.  Upon  termination  of this  Agreement the
               ---------------------
rights and licenses  granted to EPI  hereunder  will  immediately  cease and EPI
shall immediately stop all distribution of Products.  COOK reserves the right to
seek and obtain all other legal  remedies  available  to it if EPI  violates any
provisions  hereof.  EPI agrees to promptly return all Products and confidential
and proprietary information of COOK to COOK, including but not limited to client
lists, databases,  financial information and documents,  and sales and marketing
strategy, and to refrain from representing itself as an affiliate of, or service
provider to COOK, or using any of COOK's trademarks, trade names, service marks,
photographic  images,  likeness or audio recordings after the termination  date.
Following the normal  reporting  timetable  under this Agreement as set forth in
Section 2(b), EPI will render a complete and final  accounting and will promptly
pay all monies due COOK.

          (d)  Survival.  COOK's  rights and EPI's  obligations  to pay COOK all
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amounts due  hereunder,  as well as the provision of Sections 1(d), 3, 7, 8, and
9(c), will survive the termination, for any reason, of this Agreement.

     11.  MISCELLANEOUS.  This Agreement and the Exhibits hereto contain all the
agreements,   understandings,   representations,   conditions,   warranties  and
covenants,  and  constitutes the sole and entire  agreement  between the parties
hereto  pertaining  to the  subject  matter  hereof  and  supersedes  all  prior
communications   or   agreements,   written  or  oral,   except  for  any  prior
confidentiality or nondisclosure  agreements.  The terms of this Agreement shall
be  binding  on the  parties,  their  subsidiaries,  affiliates  and  any  party
controlling,  controlled  by or under common  control  with,  the  parties,  the
successors,  licensees,  agents,  employees and  associated  individuals  of the
parties.  All modifications to this Agreement must be in writing,  signed by the
parties hereto.  EPI may assign and/or transfer some or all of its rights and/or
delegate some or all of its obligations  under this  Agreement,  as long as such
assignment,  transfer and/or delegation includes substantially similar terms and
conditions as those contained  herein,  and the prospective  assignee/transferee
agrees to be bound by such terms and  conditions  prior to the effective date of
such  assignment/transfer/delegation.  The invalidity or unenforceability of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other  provision.  All notices  provided  pursuant to this Agreement shall be in
writing and hand  delivered or deposited in the United  States mail first class,
postage  prepaid,  and addressed to the addresses set forth in the preamble,  or
such other address as the party to receive the notice so designates by notice to
the other. The parties agree that this Agreement will be governed by the laws of
the State of  Nevada,  without  regard to  conflict  of laws  principles.  Suits
relating to this Agreement shall be brought in the appropriate  state or federal
court in the State of Nevada, and the parties submit to the jurisdiction of such
Nevada  courts.  The  parties  agree that  injunctive  relief is  available  for
breaches of this  Agreement,  without the need to prove  damages or harm,  or to
post any bond.  In the event  legal  action is brought by either  COOK or EPI to
enforce the terms of this Agreement,  the prevailing  party shall be entitled to
recover reasonable  attorney fees and expenses for any proceeding,  at or before
trial and upon appeal, in addition to any other relief deemed appropriate by the
court.

     This Agreement constitutes the complete agreement between COOK and EPI, and
supersedes all prior agreements between the parties relating to the Products.

                                      -5-

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     IN WITNESS WHEREOF,  the parties have executed this Agreement by their duly
authorized representatives as of the date first written above.

WADE B. COOK ("Licensor")

By:    /s/ Wade B. Cook

Title: Personal


ENTITY PLANNERS, INC. ("Licensee")

By:    /s/ Wade B. Cook

Title: President

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