Exhibit 2.2

                      AMENDMENT TO STOCK PURCHASE AGREEMENT
                              ENTITY PLANNERS INC.

         This Amendment  entered into on September 30, 1998 (the "Amendment") is
by and among  Wade Cook  Financial  Corporation,  a Nevada  corporation  and its
subsidiaries,  located at 14675  Interurban  Avenue South,  Seattle,  Washington
98168-4664  ("WCFC"),  Entity  Planners,  Inc. a Nevada  corporation  located at
Interurban Avenue South, Seattle, Washington 98168 ("EPI") and Berry, Childers &
Associates,  L.L.C., an Arkansas limited liability company whose address is P.O.
Box 26114, Littlerock, Arkansas 72221 ("B & C"), and further amends that certain
Stock  Purchase  Agreement  between  the  parties  dated  June  30th,  1998 (the
"Agreement").

In consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which is hereby  acknowledged,  the parties agree
to modify the Agreement as follows:

1.   Section 2,  Paragraph 2.2 (a). This section is hereby amended by adding the
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     following at the end of paragraph 2.2(a):

          "Two Hundred and Fifty  Thousand  Dollars  ($250,000)  for the Shares,
          payable on or before August 1, 1998."

2.   Section 2, Paragraph  2.3. This section is hereby  replaced in its entirety
     with the following:

     A)   Payment Amount.  Buyers shall pay to WCFC, on a weekly basis beginning
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          on the second Monday after the execution of this Agreement,  an amount
          equal to seventy five percent (75%) of Net Sales or an amount equal to
          thirty percent (30%) of Gross Sales whichever is greater, for a period
          of 104 weeks,  at which time the payment  schedule shall change to the
          greater of seventy  percent (70%) of Net Sales or thirty percent (30%)
          of Gross Sales.  Payments  utilizing the latter payment schedule shall
          be in effect for a period of 156 weeks,  unless and until the  parties
          agree to the renewal option  described in Section 9(a) of that certain
          Exclusive  License  Agreement  between  WCFC and EPI set  forth in the
          attached Exhibit C. Once the parties exercise the renewal option,  the
          payment  schedule  will then become the greater of sixty five  percent
          (65%) of Net Sales or thirty  percent  (30%) of Gross  Sales until the
          remaining portion of the Purchase Price is paid to Sellers in full.

     B)   Payment  Schedule.  Notwithstanding  the foregoing,  in no event shall
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          Buyers  weekly  payment to WCFC under this  Section be less than Forty
          Thousand Three Hundred and Eighty Five Dollars ($40,385) per week. Any
          payments  received  from Buyers shall be applied first to the purchase
          of Shares until the amount owed Sellers  pursuant to Section 2.2(a) is
          paid in  full,  then to any  amount  owed  Sellers  and  Cook  for the
          Licensed Products licenses pursuant to Sections 2.2(b) and (c).

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          Buyers  shall  have the  right to  prepay  all or any  portion  of the
          Purchase Price at any time without incurring prepayment penalties."

3.   No Other  Changes;  Defined  Terms.  Except as otherwise  set forth in this
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     Amendment  and  except  as  required  to make the  terms of this  Agreement
     consistent with the amendments made hereby, all of the terms and conditions
     of the Agreement  shall be unchanged  and shall  continue in full force and
     effect in  accordance  with the terms  thereof.  Capitalized  terms in this
     Amendment shall have the meanings defined in the Agreement unless otherwise
     defined herein.

IN WITNESS  WHEREOF,  the  parties  hereto  have duly  executed  this  Agreement
effective as of the date set forth above.

WADE COOK FINANCIAL CORPORATION


By:_______________________

Name:_____________________

Title:____________________


ENTITY PLANNERS, INC.


By: /s/ Robert Anderson
    --------------------
Name:  Robert Anderson

Title: President


BERRY, CHILDERS AND ASSOCIATES



By: /s/ Tim Berry
    --------------------
Name:  Tim Berry

Title: Member

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