Exhibit 10.1


                    AMENDMENT TO OPEN-ENDED PRODUCT AGREEMENT


WHEREAS, on March 20, 1998 Wade Cook Financial Corporation, a Nevada corporation
("WCFC")  and/or its assigns and Wade B. Cook,  a resident of  Washington  State
("Cook")  and/or his assigns entered into an Open-Ended  Product  Agreement (the
"Agreement")  whereby Cook provided WCFC with a non-exclusive  worldwide license
to all Cook intellectual property as listed in Exhibit A of the Agreement.

Whereas,  the Agreement  provided for a royalty rate of ten percent (10%) of all
gross sales for Products licensed thereunder.

Whereas,  Cook is a  substantial  shareholder  in WCFC  and  Cook  has a  vested
interest in the continuing profitability of WCFC.

NOW THEREFORE,  in  consideration  of the foregoing  recitals and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  the parties  hereto hereby agree that  effective as of January 1,
1999 Paragraph 5 of the Agreement  shall be deleted in its entirety and replaced
with the following:

5.   Royalties

     WCFC  shall  pay Cook a  minimum  yearly  royalty  that is the  greater  of
     $5,000,000 or five percent (5%) of gross sales revenue  received from sales
     of  Products  listed  hereunder  minus  refunds,  returns,  and sales taxes
     collected,  if any ("Gross Sales  Revenue").  No royalties  shall be due on
     Products  given  away for free.  Royalties  shall be paid  quarterly  on or
     before  May 1,  August 1,  November 1 and  February  1 for all Gross  Sales
     Revenue  received in the  quarter  ending the  previous  March 31, June 30,
     September 30, and December 31, respectively. Cook shall be entitled to take
     draws against royalties up to a maximum of $1,250,000 per quarter.

     Beginning the first quarter of the year 2000,  and during the first quarter
     of every year  throughout the term of this Agreement,  WCFC's  Compensation
     Committee  shall meet to determine  whether an additional  royalty of up to
     another five percent (5%) of Gross Sales  Revenue shall be paid to Cook. In
     determining  whether to pay such  additional  royalties,  the  Compensation
     Committee  shall  consider,  among other things,  WCFC's audited net income
     before  royalty  expenses  for the  previous  year  and  WCFC's  cash  flow
     requirements  at the time the possible  payment of additional  royalties is
     being  considered.  The  Compensation  Committee  shall submit its decision
     before the end of the first quarter each year to WCFC's Board of Directors.
     Additional  royalties  may be paid only if such  payment is  approved  by a
     majority  vote of the members of the Board of Directors  who have no direct
     personal  financial  interest in the payment of such additional  royalties,
     which vote shall be held  before  the end of the first  quarter  each year.
     WCFC  may pay any  such  additional  royalties  approved  by the  Board  of
     Directors as WCFC's cash flow needs allow,  but in no event less often than
     annually for each year during the term hereof.



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     Any  capitalized  terms not  defined  herein  shall  have the same  meaning
     ascribed to such terms in the Agreement.  The other terms and conditions of
     the Agreement remain unchanged, binding, and in effect.


     EXECUTED in duplicate this 7th day of May, 1999.


WADE COOK FINANCIAL CORPORATION,
a Nevada corporation



By: /s/ Richard Smith
    ------------------------------------
Name:    Richard Smith
Title:   Chief Financial Officer



/s/ Wade B. Cook
    ------------------------------------
Wade B. Cook





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