Exhibit 10.3

                         WADE COOK FINANCIAL CORPORATION
                       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 Cook
Financial  Corporation,  a Nevada corporation located at 14675 Interurban Avenue
South,  Seattle,  Washington 98168-4664 ("WCFC"),  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
WCFC,  EPI and B&C Limited  Liability  Company  ("B&C") dated June 30, 1998 (the
"Purchase  Agreement"),  WCFC 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 WCFC trademarks,
trade names and service marks to promote or provide offshore entity  structuring
services.  All  speakers  at  EPI-organized  seminars,  or  speakers at seminars
involving  WCFC  customers,  shall attend the WCFC seminar  training  courses at
least once per quarter as offered by WCFC on a regular basis.

          (b)  License Conditions. EPI acknowledges and agrees that the Products
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and any copies thereof are owned or licensed by WCFC 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 WCFC of any  infringements
or alterations of Products or packaging that come to EPI's  attention and assist
WCFC in any prosecutions that WCFC 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 WCFC.  EPI
will  immediately  advise  WCFC of any legal  notices  served on EPI that  might
reasonably be anticipated to affect WCFC or its proprietary rights.

          (c)  Trademarks. Subject to the terms and conditions of this Agreement
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and the Purchase Agreement, WCFC grants EPI the non-exclusive license to use and
publish in the Territory any trade name,  service mark or trademark used by WCFC
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 WCFC may approve in advance.

          (d)  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.

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     2.   PAYMENT OF ROYALTIES.

          (a)  Royalties.  For each copy of the Products distributed by EPI, EPI
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shall  pay WCFC 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 WCFC 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  WCFC  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 WCFC'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 WCFC 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 WCFC.  EXCEPT IN RESPECT OF
LIABILITY  WHICH IS BY LAW  INCAPABLE  OF  EXCLUSION,  IN NO EVENT SHALL  WCFC'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 WCFC FOR SUCH
PRODUCT.

     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

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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  WCFC  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 WCFC at
WCFC's  request,  in order to permit WCFC 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  WCFC 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  WCFC-approved
documentation  and  materials;  or (iv) enter into any contract or engage in any
practice in conflict with its obligations hereunder.

     6.   PROMOTIONAL MATERIALS.  WCFC 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  (the
"Materials") bearing its trademarks, trade names or service marks prior to their
anticipated  use. Once such Materials are approved by WCFC, EPI will not need to
seek further WCFC approval of the  Materials  unless and until there are changes
made in the  Materials.  However,  upon prior written notice by WCFC, use of the
Materials shall thereafter be subject to WCFC's prior review and approval of the
anticipated use.

     7.   INDEMNIFICATION.

          (a)  By WCFC.  WCFC 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 WCFC is given prompt  notice of such claim and is
given information, reasonable assistance, and sole authority to defend or settle
the claim.  If WCFC becomes  aware that the products do or may infringe any such
rights,  WCFC  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 WCFC 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 WCFC's  obligation of  indemnification  as set forth in this Section,
WCFC  shall have no  liability  to EPI from  allegations  that the  Products  or
activities related to the Products infringe or

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constitute  wrongful  use of any  proprietary  right.  Notwithstanding  anything
contained in this Agreement to the contrary, WCFC 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  WCFC  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 WCFC 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
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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;  (H)  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 debtor's  relief law; or (iv) EPI is  liquidated  or
dissolved.

          (c)  Effect of  Termination.  Upon termination  of this  Agreement the
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rights and licenses  granted to EPI  hereunder  will  immediately  cease and EPI
shall immediately stop all distribution of Products.  WCFC 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 WCFC to WCFC, 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 WCFC,  or using any of WCFC's  trademarks,  trade names and service
marks 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 WCFC.

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          (d)  Survival.  WCFC's  rights and EPI's  obligations  to pay WCFC 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  WCFC 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 WCFC and EPI, and
supersedes all prior agreements between the parties relating to the Products.

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

                                      -5-

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WADE COOK FINANCIAL CORPORATION ("Licensor")


By:   /s/ Wade B. Cook

Title:  President

ENTITY PLANNERS, INC. ("Licensee")


By:  /s/ Wade B. Cook

Title:  President

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