Exhibit 2.1

                            STOCK PURCHASE AGREEMENT

                               DATED JUNE 30,1998

                                      AMONG

                              ENTITY PLANNERS, INC.

                      BARRY, CHILDERS & ASSOCIATES, L.L.C.

                                       and

                         WADE COOK FINANCIAL CORPORATION


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                            STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement (the "Agreement") is made and entered into as
of the 30th day of June, 1998, 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 14675 Interurban Avenue South, Seattle,  Washington 98168
("EPI") (collectively,  "Sellers"), and Berry, Childers & Associates, L.L.C., an
Arkansas limited liability company whose address is P.O. Box 26114,  Littlerock,
Arkansas 72221 ("Buyers" or "B & C").

                                    RECITALS

     A. Wade B. Cook individually ("Cook") owns all right, title and interest in
certain  teaching  and  seminar  curriculum  related  to  the  topics  of  asset
protection, estate planning, and tax reduction as listed in the attached Exhibit
A (the "Licensed Products");

     B. Cook has executed an agreement in the form of the attached  Exhibit B in
which he has granted an  exclusive  license to the  Products  to WCFC.  WCFC has
executed  an  agreement  in the form of the  attached  Exhibit C in which it has
granted an exclusive license to the Products to EPI;

     C. EPI is a wholly-owned subsidiary of WCFC, and, pursuant to the Exclusive
License Agreement  executed by Cook, will, upon execution of the  abovementioned
exclusive license agreements, hold an exclusive license to use, market, sell and
distribute the Licensed Products;

     D. Wade Cook Seminars,  Inc. ("WCS") is a wholly-owned  subsidiary of WCFC,
and was  previously  responsible  for the  provision  of all entity  structuring
services  relating to the topic of asset  protection,  estate  planning  and tax
reduction  prior to that certain Open Ended  Product  Agreement  dated March 20,
1998 by and between WCFC and Cook.

     E. Tim Berry ("Berry") and John v. Childers III ("Childers") are principals
in B&C limited liability company.  This limited liability company was formed for
the purpose of providing legal services to clients. Berry and Childers have also
been involved in the production,  selling and marketing of Products seminars for
WCS and WCFC for approximately two years;

     F. Sellers are the owners of all  authorized  capital  stock shares of EPI,
none of which shares are issued and outstanding; and

     G. Buyers desire to purchase the Shares,  and obtain an exclusive five year
license to use,  sell,  market and  distribute  the  Licensed  Products,  with a
renewal  option,  and to further  obtain a  nonexclusive  license to use,  sell,
market and distribute the WADE COOK  trademarks and the name,  image,  voice and
likeness of Cook in audio and visual form (the "Intellectual Property"). Sellers
desire to sell the Shares to Buyers,  and license the Licensed  Products and the
Intellectual  Property upon the terms and conditions set forth in this Agreement
and in certain Exclusive License  Agreements between the parties as set forth in
Exhibits B and C;

     NOW THEREFORE,  in consideration of the mutual covenants,  representations,
and warranties hereafter set forth, the parties agree as follows:

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                                   SECTION 1.

     1.1.  Definitions.  For the purpose of this Agreement,  the following terms
shall have the following respective meanings:

          (a) "Code" shall mean the Internal Revenue Code of 1986, as amended;

          (b) "Current  Indebtedness" shall mean, as of any date with respect to
any Person,  all liabilities  for borrowed money and all liabilities  secured by
any  Lien  existing  on  property  owned  by such  Person  whether  or not  such
liabilities have been assumed and all liabilities,  contingent or otherwise,  as
guarantor or otherwise,  with respect to borrowed money or otherwise,  which, in
any  case,  are  payable  on  demand  or  within  one  year  from  the  date  of
determination,  except any such liabilities which are renewable or extendible at
the  option  of the  debtor  to a date  more  than  one  year  from  the date of
determination;

          (c) "Funded  Indebtedness" shall mean, as of any date, with respect to
any Person, without duplication:

               (i) its  liabilities  for  borrowed  money,  other  than  Current
Indebtedness;

               (ii)  liabilities  secured by any Lien existing on property owned
by such Person (whether or not such liabilities  have been assumed),  other than
Current Indebtedness;

               (iii) obligations other than Current Indebtedness of such Person,
contingently or otherwise, as obligor,  guarantor or otherwise,  under any lease
of real or personal  property or comparable  arrangement  with respect to use or
title which are  required by  generally  accepted  accounting  principles  to be
capitalized;

               (iv) obligations other than Current  Indebtedness of such Person,
contingently or otherwise, as guarantor or otherwise, under any arrangement with
respect to  liabilities  for  borrowed  money  which,  if the  Company  were the
obligor,  would represent Funded Indebtedness or which are required by generally
accepted accounting principles to be capitalized; and

               (v) any other  obligations  (other than deferred taxes) which are
required by generally accepted accounting  principles to be shown as liabilities
on its balance  sheet and which are payable or remain  unpaid more than one year
from the date of determination thereof.

          (d) "Gross Sales" shall mean all revenues,  sales, receipts and monies
directly or indirectly received from third parties in payment for Products.

          (e)  "Indebtedness"  shall  mean the sum of Current  Indebtedness  and
Funded Indebtedness;

          (f) "Lien" shall mean any interest in property  securing an obligation
owed to, or a claim by, a Person other than the owner of the  property,  whether
such interest is based on the common law, statute or contract, and including but
not limited to the security interest lien arising from a mortgage,  encumbrance,
pledge,  conditional  sale or trust receipt or a lease,  consignment or bailment
for security purposes.  The term "Lien" shall include reservations,  exceptions,
encroachments,  easements, rights-of-way,  covenants, conditions,  restrictions,
leases and other title exceptions and encumbrances  affecting  property,  except
any such usual

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or normal reservations,  exceptions,  encroachments,  easements,  rights-of-way,
covenants,  conditions,  restrictions,  leases  or  other  title  exceptions  or
encumbrances  affecting  property  that  are not  disruptive  to the use of such
property in the ordinary course of business.  For the purpose of this Agreement,
the  Company  or a  Subsidiary  shall be deemed to be the owner of any  property
which  it has  acquired  or  holds  subject  to a  conditional  sale  agreement,
financing  lease or other  arrangement  pursuant to which title to the  property
has. been retained by or vested in some other Person for security purposes;

          (g) "Net  Sales"  shall  mean that sum  determined  for each  month by
determining the gross amount invoiced by EPI or B & C for Licensed  Product sold
during such period, less:

               (i) transportation  charges,  or allowances,  included in amounts
invoiced;

                           (ii)  trade,  quantity,  or cash  discounts  actually
allowed or paid to third parties;

               (iii) credits or allowances for returns; and

               (iv) invoiced  sales,  purchase,  and excise taxes and any duties
paid upon importation of Product that are not paid by purchasers of Product;

               (v) cost of goods sold,  including materials and marketing costs;
and

               (vi) wages to employees of Buyers,  excluding any wages, draws or
other similar  means of  compensation  to the  principals of B & C, whether paid
directly or through another corporation, partnership or entity.

          (h) "Person" shall mean and include an individual,  a corporation,  an
association, a partnership, a trust or estate, a government or any department or
agency thereof.

          (i) "Shares" shall mean,  collectively,  twenty-four million shares of
common stock. par value $0.001 (the "Common  Stock"),  and one million shares of
preferred stock, par value $0.001 (the "Preferred Stock").

                            Closing Date Transactions

     1.2. Purchase and Sale of Common Stock. Subject to the terms and conditions
set forth  herein,  at the Closing (as defined  below)  Sellers  will sell,  and
Buyers  will  purchase,  all of the Shares  owned by Sellers,  constituting  one
hundred  percent (100%) of all the authorized  capital shares of stock of EPI as
of the Closing.

     1.3.  Closing.  The  closing of the  purchase  and sale of the Shares  (the
"Closing")  shall take place at the  offices of WCFC at the address set forth in
the preamble to this  Agreement on June 30, 1998,  or at such other place,  date
and time as the parties may agree in writing,  and shall be  effective as of the
close of business on the day of the Closing.

     1.4.  Closing  Date  Deliveries.  Simultaneously  with  the  execution  and
delivery  hereof,  at the Closing the Sellers will deliver to Buyers  and/or its
assigns (i) one or more stock  certificates  representing the Shares,  dated the
Closing  date and  registered  in the name of  Sellers  and  Buyers  and/or  its
assigns; (ii) an opinion, dated the Closing date, from counsel for

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Buyers,  in form and substance  satisfactory to Sellers and its counsel,  as set
forth in the attached  Exhibit D. (iii)  certified  copies of the Certificate of
Formation of Buyers and of resolutions adopted by the Board of Directors and the
shareholders of Buyers, if any, in form and substance reasonably satisfactory to
counsel for Sellers,  in connection with the  transactions  contemplated by this
Agreement; (iv) a copy of the LLC Agreement of Buyers and any amendments thereto
(the "LLC  Agreement"),  certified as of a recent date by the Secretary of State
of the State of Arkansas,  and a certificate  of such Secretary of State as of a
recent date as to the due incorporation and good standing of Buyers.

                                   SECTION 2.

                                 Purchase Price

     2.1  Payment of Purchase  Price.  Subject to the terms and  conditions  set
forth in this  Agreement,  Buyers shall  purchase the Shares from  Sellers,  and
Sellers shall sell the Shares to Buyers, free and clear of all encumbrances, for
the aggregate purchase price set forth in Section 2.2 below.

     2.2 Purchase Price; Closing  Adjustments.  The aggregate purchase price for
the Shares,  the license of Licensed  Products  and the license of  Intellectual
Property is Twenty  Million and No/100  Dollars  (US$20,000,000)  (the "Purchase
Price"), as set forth below:

          (a) Two Hundred and Fifty Thousand Dollars ($250,000) for the Shares;

          (b)  Seventeen  Million,  Four  Hundred and Seventy  Thousand  Dollars
($17,470,000) for the WCFC and WCS exclusive  licenses to the Licensed Products,
the terms  and  conditions  of which are  contained  in that  certain  Exclusive
License  Agreement  between WCFC and EPI as set forth in the attached Exhibit C;
and

          (c) Two Million Two Hundred and Eighty Thousand  Dollars  ($2,280,000)
for the exclusive license to the Licensed Products,  the terms and conditions of
which are contained in that certain Exclusive License Agreement between Cook and
EPI, as set forth in the attached Exhibit B.

     2.3 Payment Schedule. Buyers shall pay to WCFC, on a weekly basis beginning
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.  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).
Such payments shall be divided among WCFC and Cook as follows:  (1) eighty eight
percent (88%) of any payment  shall be paid to WCFC,  and 12 percent (12%) shall
be paid to Cook. Buyers shall have the right to prepay all or

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any  portion of the  Purchase  Price at any time  without  incurring  prepayment
penalties.

     2.4 Payment Schedule for Additional Products. From time to time, Buyers may
decide to sell and distribute their own products at WCFC seminars, or additional
products  of WCFC not  included  among  those  listed in Exhibit A. The  payment
schedule to Sellers for the sale and/or distribution of such additional products
shall be as follows:

          (a) Buyer Products. For existing products published by WCFC, but owned
by Buyers (i.e. "The Secret  Millionaire"),  Buyers shall pay WCFC an additional
amount  consisting  of an  aggregate  of: (i) WCFC's  costs in  publishing  such
products;  (ii) an  additional  twenty five percent  (25%);  and (iii)  shipping
costs. The parties may agree by separate written amendment to reduce this amount
to 50% of WCFC's costs in publishing  such products if Buyers can demonstrate to
WCFC's  satisfaction  that said products are being sold for a nominal  amount or
provided  free of charge to  customers  pursuant to  promotional  activities  of
Buyers which result in royalties to Sellers.

          (b) Future  Products.  For  products  owned or  licensed  by Buyers in
future,  Buyers  agree to enter into a exclusive  publishing  agreements  and/or
exclusive  product  agreements  with WCFC for the  publication of such products.
Buyers  shall then pay  Sellers  the  applicable  amount as set forth  under the
payment schedule as set forth in Section 2.3 of this Agreement.  WCFC and/or its
subsidiaries hereby waive for purposes of this agreement and the related license
agreements attached hereto, the pre-existing  Noncompetition  Agreement with the
principals of Buyers.

          (c) WCFC  Products not  Included in Exhibit A. For  products  owned or
licensed by WCFC or its subsidiaries  and affiliates which are  sold/distributed
by Buyers,  Buyers shall pay Sellers an amount equal to seventy percent (70%) of
Gross Sales. Such amount will not apply to or be distributed pursuant to Section
2.3 above. In consideration  for the payment of such amount,  Sellers agree that
the end purchasers of the Product shall have access to all goods and services as
if they had purchased the Product  directly from WCFC.  The parties may agree in
the future to negotiate the terms of a separate Product  Distribution  Agreement
which shall  amend the terms and  conditions  of this  section and shall then be
incorporated by reference into this Agreement.

          (d)  Attendance  by WCFC  Employees to Buyers'  Seminars:  Purchase of
Additional Products by WCFC. Current employees and/or independent contractors of
WCFC  shall  have the right to  purchase  Licensed  Products  and/or  Additional
Products  for an  amount  equal to the cost of such  products  plus ten  percent
(10%).  Additionally,  said employees and/or independent  contractors shall have
the right to attend  seminars  licensed  from WCFC or originated by Buyers at no
cost subject to reasonable availability.

          All payments required to be made to Sellers under Section 2.4 shall be
made in accordance with the payment schedule set forth in Section 2.3.

     2.5 Financing for Purchase of EPI. WCFC shall provide Buyers financing

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for the  Purchase  Price at the rate of twelve and one half  percent  (12 1/2 %)
simple interest  annually,  or at the maximum rate allowed by law,  whichever is
less. In the event Buyers  default on the payment plan set forth in Section 2.3,
and such  default  is not cured  within  seven  (7) days of  notice  by  Sellers
thereof, Buyers agree that the interest rate payable to WCFC and Cook shall then
include a penalty in the sum of an additional  five and one-half  percent simple
interest (5 1/2%) annually,  or the maximum allowed by law, whichever is lesser,
until the Purchase Price is paid in full.

     2.6  Royalty  Reports and  Records.  Buyers  will  maintain  reports of the
distribution of Licensed Products,  Additional  Products and other Products sold
pursuant to this Agreement or any attachments  hereto ("other  Products").  Said
report shall specify  quantities (by order number and  description)  of Licensed
Products,  Additional  Products  and products  shipped or otherwise  distributed
during each month,  as well as a forecast of the Licensed  Products,  Additional
Products or other Products to be shipped during the 90-day period following each
such  report,  and  shall  submit  such  reports  to WCFC no later  than 15 days
following the end of such month.  Upon WCFC's request,  Buyers will also furnish
summaries or explanations  of Product  distribution  reports.  Buyers shall keep
accurate  records,  books of account and logs concerning the distribution of the
Licensed Products,  Additional Products and other Products adequate to determine
the amount of royalties owed WCFC,  which shall be preserved by Buyers in a safe
place for a period of seven (7) years  following  termination of this Agreement.
During the term of this Agreement,  and during the seven-year period immediately
following  termination,  WCFC or its certified public accountants shall have the
right,  at its  expense,  to  audit  Buyers'  records  concerning  the  sale and
distribution of the Products and Additional  Products.  If an audit reveals that
Buyers have underpaid the royalties due WCFC,  Buyers shall promptly pay to WCFC
the  amount  of the  underpayment.  If such  underpayment  exceeds  at least two
percent (2%) of the total amount actually owed, Buyers shall promptly  reimburse
WCFC for its costs and expenses in performing such audit.

                                   SECTION 3.
                        Representations and Warranties of
                                     Sellers

     As an inducement  for Buyers to enter into this Agreement and to consummate
the transactions contemplated hereby, Sellers represent to Buyers that:

     3.1. Organization and Standing;  Corporate Power. EPI is a corporation duly
organized,  validly  existing  under  and by  virtue of the laws of the State of
Nevada and is in good standing  under such laws and has all requisite  corporate
power and  authority to conduct its business as now conducted and as proposed to
be  conducted.  EPI  is  qualified,   licensed  or  domesticated  as  a  foreign
corporation in each of the  jurisdictions  where the failure to be so qualified,
licensed  or  domesticated  would  have  a  material  adverse  effect  upon  its
businesses,  properties, prospects, or condition, financial or otherwise, and no
other jurisdiction has demanded, requested or otherwise so indicated that EPI is
required  to so qualify.  The  attached  Schedule  3.1 lists the  Directors  and
Officers of EPI.

     3.2. Capitalization.

          (a) Capital Stock. The authorized capital stock EPI currently consists
of (i) twenty-four  million shares of Common Stock, of which none are issued and
outstanding;  and (ii) one million shares of Preferred  Stock, of which none are
issued and outstanding.  All shares of Common Stock and Preferred Stock are duly
authorized, are fully paid and

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nonassessable,  and will be  validly  issued  in  accordance  with  federal  and
applicable state securities laws.

          (b)  Options  and  Rights.  There  are no  options,  calls,  warrants,
conversion  privileges,  preemptive rights,  rights of first refusal,  rights of
redemption,  or  other  commitments,  rights  or  agreements,  of any  character
whatsoever,  outstanding  or in existence  with respect to the  issuance,  sale,
purchase or redemption of any shares of capital stock of EPI.

     3.3.  Subsidiaries  and  Affiliates.  EPI  has no  subsidiaries  and has no
interest,  direct  or  indirect,  in  any  other  corporation,   joint  venture,
partnership, association or other similar entity.

     3.4. Corporate  Records.  The corporate minute books and stock record books
of EPI, as made  available  to Buyers,  are true,  correct  and  complete in all
material respects.

     3.5.  Authorization of the Company.  All corporate action has been taken on
the part of EPI and its officers,  directors and shareholders  necessary for the
authorization,  execution, delivery and performance of this Agreement and all of
the other  agreements  and  instruments  contemplated  by this Agreement and the
consummation of the transactions  contemplated  herein and therein,  and for the
authorization,  issuance and delivery of the Shares,  including  the adoption of
resolutions  by the Board of Directors of the Company.  This  Agreement and each
other  agreement or instrument  of EPI  contemplated  hereby,  when executed and
delivered,  shall  constitute  the legal,  valid and binding  obligation of EPI,
enforceable  against EPI in accordance with its respective  terms.  EPI has full
power and authority to deliver this  Agreement  and all of the other  agreements
and instruments  contemplated by this Agreement to be executed and delivered, to
consummate the transactions  contemplated  hereby and thereby and to comply with
the terms, conditions and provisions hereof and thereof.  Neither the execution,
delivery or performance by EPI of this Agreement or any of the other  agreements
and instruments  contemplated  hereby will violate or conflict with, result in a
breach  of, or  constitute  (with due notice or lapse of time or both) a default
under, any provision of law, any order of any court or governmental  agency, the
Articles of  Incorporation  or Bylaws of EPI or any provision of any  indenture,
agreement or other instrument to which EPI or any of its properties or assets is
bound, or result in the creation or imposition of any lien, charge, restriction,
claim or  encumbrance  of any nature  whatsoever  upon any of the  properties or
assets of EPI.

     3.6. Absence of Changes. (i) EPI has not entered into any transaction which
was not in the ordinary course of its business;  (ii) there has been no material
adverse change in the condition (financial or otherwise),  business, properties,
assets or  liabilities of EPI; and (iii) to the best knowledge of EPI, after due
inquiry,  there has been no event or  condition  of any  character  specifically
relating to EPI which pertains to and materially adversely affects its business,
properties, prospects or condition, financial or otherwise.

     3.7. No Violation, Litigation or Regulatory Action.

          (a)  there  are  no   lawsuits,   claims,   suits,   proceedings,   or
arbitrations,  pending  or, to the best  knowledge  of EPI and the  Shareholders
after due inquiry,  threatened against or affecting EPI in respect of the assets
or the business of EPI nor, to the best  knowledge of EPI and the  Shareholders,
is there  any basis for any of the  same,  and  there  are no  lawsuits,  suits,
proceedings or arbitrations pending in which EPI is the plaintiff or claimant

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and which  relate to the  assets or the  business  of EPI.  Notwithstanding  the
foregoing,  there is a pending  investigation  by the District 4 Subcommittee of
the Unauthorized  Practice of Law Committee of the Supreme Court of Texas,  File
No. HOU-95-101 alleging that United Support  Association,  Inc., the predecessor
to Wade Cook Seminars,  Inc., engaged in the unauthorized practice of law in the
State of Texas. Wade Cook Seminars,  Inc. is a wholly-owned  subsidiary of WCFC.
WCFC is the parent  company  of EPI.  We believe  that the  consummation  of the
transactions  contemplated  in this Agreement and in the WCFC and Cook Exclusive
Licensing Agreements will resolve this matter;

          (b) except for the investigation described in Section 3.7(a), there is
no action,  suit or proceeding  pending or, to the best knowledge of EPI and the
Shareholders  after due  inquiry,  threatened  which  questions  the legality or
propriety of the transactions contemplated by this Agreement; and

          (c) to the  best  knowledge  of EPI and  the  Shareholders  after  due
inquiry,  no legislative  or regulatory  proposal has been adopted or is pending
which could adversely affect the assets,  business,  operations or properties of
EPI in any material respect.

     3.8. Tax Matters.

          (a) Between the date of this  Agreement and the Closing Date,  Sellers
shall cause EPI to file on a timely  basis all tax returns  required to be filed
by or with respect to EPI.  Seller (to the extent  required by  applicable  law)
will timely  file or cause to be filed all tax returns  that will be required to
be filed  alter the  Closing  Date by, or with  respect  to EPI for all  periods
ending on or  before  the  Closing  Date in  accordance  with  applicable  laws,
regulations and administrative requirements.  All such tax returns will be true,
correct and complete  when filed by Sellers.  Sellers shall not make or cause to
be made any election,  or file any amended tax return  reflecting  any position,
that could  result in any  adverse  tax  consequences  to Buyers  related to the
Shares for any period  beginning  on or after the  Closing  Date.  Seller  shall
remain liable for any additional  taxes due and owing for sales or activities of
EPI prior to July 1, 1998.

          (b) Following the date hereof, Sellers shall (i) give Buyers and their
authorized  representatives,  full  access  to the  books  and  records  of WCFC
relating only to EPI and entity  restructuring  activities (and permit Buyers to
make copies thereof),  as Buyers may reasonably  request,  (ii) permit Buyers to
make  inspections   thereof,  and  (iii)  cause  WCFC's  officers  and  advisors
(including,  without limitation, its auditors, attorneys, financial advisors and
other  consultants,  agents and advisors) to furnish Buyers with such financial,
tax and other operating data and other  information with respect to the business
and properties of WCFC relating only to EPI and to entity structuring activities
for periods ending before or including the Closing Date as Buyers may reasonably
request. Buyers shall give Sellers, and their authorized representatives, access
to their books and records (and permit Sellers to make copies thereof),  subject
to the  abovementioned  limitation,  to the extent  relating to periods after or
including  the Closing  Date as Sellers may  reasonably  request for purposes of
preparing tax returns.

          (c) The  parties  each agree to provide  the other  parties  with such
assistance as may reasonably be requested by any of them in connection  with the
preparation  of any tax  return,  any audit or other  examination  of EPI by any
Governmental  Body,  any  judicial  or  administrative  proceedings  relating to
liability for taxes, or any other claim arising under this  Agreement,  and each
will retain and provide the others with any records or  information  that may be
relevant  to any such tax return,  audit or action,  proceeding  or claim.  Such
assistance  shall include making  employees  available on a mutually  convenient
basis to provide additional information and

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explanation  of any material  provided  hereunder  and shall  include  providing
copies of any  relevant tax returns and  supporting  work  schedules.  The party
requesting assistance hereunder shall reimburse the other parties for reasonable
expenses  incurred  in  providing  such  assistance.  Notwithstanding  any other
provision of this Agreement,  Sellers hereby agree that they will retain,  until
all appropriate statutes of limitation (including any extensions) expire, copies
of all tax returns relating to EPI,  supporting work schedules and other records
or information which may be relevant to such tax returns, and that they will not
destroy or otherwise  dispose of such materials  without first providing  Buyers
with a reasonable opportunity to review and copy such materials.

          (d) If any party fails to provide any information requested by another
party within a reasonable period, or otherwise fail to do any act required of it
under this Agreement,  then such party shall be obligated,  notwithstanding  any
other  provision of this  Agreement,  to indemnify such other party and shall so
indemnify  such other party and hold such other party  harmless from and against
any and all costs, claims, or damages,  including without limitation,  all taxes
or deficiencies thereof, payable as a result of such failure.

          (e) All excise, sales, use, transfer (including real property transfer
or gains),  stamp,  documentary,  filing,  recordation  and other  similar taxes
(together with any interest, additions to tax or penalties with respect thereto)
resulting from the sale and transfer by Sellers to Buyers of the Shares shall be
borne by  Sellers,  and Sellers  shall  timely and duly make all  necessary  tax
return filings with respect thereto.

          (f) All  real  property  transfer  or  gains  taxes,  other  transfer,
documentary,  sales,  use,  registration,   income  and  other  taxes  and  fees
(including  any  penalties  and  interest)   incurred  in  connection  with  the
transactions  contemplated  in this  Agreement  shall  be paid by  Sellers,  and
Sellers  shall,  at their own expense,  file all necessary tax returns and other
documentation with respect to all such taxes and fees.

     3.9. Registration Rights. EPI is not a party to any agreement or commitment
which  obligates EPI to register  under the  Securities  Act of 1933, as amended
(the "Securities  Act"), any of its presently  outstanding  securities or any of
its securities which may hereafter be issued.

     3.10.  Offering.  Subject to the  accuracy  of Buyers'  representations  in
Section 4 of this  Agreement,  the  offer,  issuance  and sale of the Common and
Preferred Stock constitute,  and will constitute,  transactions  exempt from the
registration and prospectus delivery requirements of Section 5 of the Securities
Act and EPI has  obtained  (or is exempt  from the  requirement  to obtain)  all
qualifications,  permits,  and other consents  required by all applicable  state
laws governing the offer, sale or issuance of securities.

     3.11.  Insurance.  EPI (through its parent company)  maintains (i) adequate
insurance on all assets and activities of a type customarily  insured,  covering
property damage and loss of income by fire or other casualty,  and (ii) adequate
insurance  protection  against all liabilities  (including  product  liability),
claims and risks against which it is customary for companies  similarly situated
as EPI to insure.  EPI has not  failed to give any  notice or present  any claim
under any such insurance in a due and timely manner.

     3.12.  Certain  Transactions.  EPI  is not  indebted,  either  directly  or
indirectly,  to any of the  officers,  directors or  shareholders  of EPI, or to
members of their respective immediate families, in any amount whatsoever,  other
than for payment of salary for services rendered and reasonable  expenses;  none
of said officers, directors or shareholders, or any

                                      -10-
<PAGE>


members  of  their  immediate  families,  are  indebted  to EPI or,  to the best
knowledge  of the  Company,  after due  inquiry,  have any  direct  or  indirect
ownership  interest  in,  or  any  contractual   relationship  with,  any  firm,
corporation  or other person with which EPI is or was  affiliated  or with which
EPI has a business relationship, or any firm, corporation or other person which,
directly  or  indirectly,  competes  with  EPI.  No such  officer,  director  or
shareholder,  or any  member  of  their  immediate  families,  is,  directly  or
indirectly,  a party to or  otherwise  an  interested  party with respect to any
contract or other transaction with EPI.

     3.13. Contracts and Commitments.  Except as expressly  contemplated by this
Agreement,  and  except  for  agreements  for the  purchase  or  sale of  goods,
materials,  supplies or services in the  ordinary  course of business  involving
less than $1 0,000 in each such case,  EPI is not presently a party to, or bound
by, any written or oral contract, agreement, lease guarantee, credit or security
instrument or employee plan or arrangement.

     3.14. Governmental Consents. No permit, consent,  approval or authorization
of, or declaration to or filing with, any governmental  authority is required in
connection with the execution,  delivery or performance of this Agreement or any
of the other  agreements  contemplated by this Agreement or the  consummation of
any transaction  contemplated hereby or thereby, except as have been obtained or
accomplished.

     3.15.  Employees.  Each of the officers of EPI,  each key employee and each
other employee now employed by EPI who has access to confidential information of
EPI has executed a proprietary  information agreement and such agreements are in
full force and effect. No officer or key employee of EPI has advised EPI (orally
or in writing) that he intends to terminate employment with EPI.

     3.16. Employee Compensation.  All employees of EPI and its Subsidiaries and
the  compensation  of each such employee of EPI in effect as of the date hereof,
as set forth in Schedule 3.16, is true and correct as of the date hereof.

     3.17.  No  Undisclosed  Liabilities.  EPI is not  subject  to any  material
liability  (including,  to the  best of  EPI's  knowledge,  unasserted  claims),
whether absolute,  contingent, accrued or otherwise, which is not shown or which
is in excess of amounts  shown or reserved for in the  unaudited  balance  sheet
included in the portion of WCFC Annual  Financial  Statements  related to entity
structuring  activities,  other than liabilities of the same nature as those set
forth in such balance sheet and  reasonably  incurred in the ordinary  course of
business after the Balance Sheet Date.

     3.18.  Brokers.  No  finder,  broker,  agent,  financial  advisor  or other
intermediary  has acted on behalf of EPI in connection  with the offering of the
Shares  or the  negotiation  or  consummation  of this  Agreement  or any of the
transactions contemplated hereby.

     3.19.  Disclosure.  Neither this  Agreement  nor any Exhibit nor  Schedules
hereto nor any certificate,  document,  writing or other instrument  referred to
herein or  furnished  to Buyers by EPI,  contains  any untrue  statement  of any
material fact or omits to state a material  fact  necessary in order to make the
statements  contained  herein or therein,  in light of the  circumstances  under
which  they  were  made,  not  misleading,  and  there  is no fact  material  to
Buyers'decision to purchase the Shares known to EPI which has not been disclosed
to Buyers in writing by the Company.  Buyers acknowledge that Berry and Childers
have been  involved  in the  production,  marketing  and  selling  of  Products,
seminars, and in the distribution of Products

                                      -11-
<PAGE>


for  WCFC  and WCS for  approximately  two  years,  and are  familiar  with  the
Products, methods of operation and provision of services of WCFC and WCS.

     3.20. Financial  Protections.  All projected financial information provided
by EPI to Buyers  reflects  EPI's  best  judgment  as to such  future  financial
information and is based on assumptions  which EPI believes to be reasonable and
which EPI has disclosed Buyers. No facts have come to the attention of EPI which
would require it to revise or amplify such assumptions.

     3.21.  Outstanding  Debt;  No  Default.  EPI  has  no  outstanding  Current
Indebtedness or Funded Indebtedness except as set forth in the unaudited Balance
Sheet.  There  exists no event of  default  by EPI under the  provisions  of any
instrument evidencing such Current Indebtedness or Funded Indebtedness and there
exists no event of  default  by EPI,  or any  default by EPI the effect of which
would have a material  adverse  effect on EPI, under the provisions of any other
Indebtedness  of EPI or of any  agreement  relating  thereto that is or could be
material to EPI.

     3.22.  Environmental  Matters.  All  real  and  personal  property  of  EPI
(including plant,  buildings,  fixtures or other assets presently or in the past
owned,  leased or operated by EPI or by its business) and all  operations of EPI
(i) are in compliance  with all federal,  state and local laws,  regulations and
administrative  orders or judicial orders and decrees  relating to human safety,
solid waste and hazardous waste  treatment,  storage,  disposal,  generation and
transportation,  air,  water  and  noise  pollution,  soil or  ground  or  water
contamination  or  the  handling,  storage,  release  into  the  environment  or
transportation of Hazardous Substances (as hereinafter defined)  ("Environmental
Laws"),  and (ii) to the best  knowledge of EPI and the  Shareholders,  are free
from all toxic or hazardous wastes, pollutants or substances, including, without
limitation,  asbestos,  PCBs,  petroleum  products and  by-products,  substances
defined  or listed  as  "hazardous  wastes,"  "hazardous  substances"  or "toxic
substances"  or  similarly  identified  in  or  pursuant  to  the  Comprehensive
Environmental  Response,  Compensation and Liability Act of 1980, as amended, 42
U.S.C. ss. 9601 et seq.,  hazardous  materials  identified in or pursuant to the
Hazardous Materials  Transportation  Act, 42 U.S.C. ss. 1802 et seq.,  hazardous
wastes identified in or pursuant to the Resource  Conservation and Recovery Act,
42 U.S.C. ss. 6901 et seq., any chemical  substance or mixture  regulation under
the Toxic Substance Control Act of 1976, as amended, 15 U.S.C. ss. 2601 et seq.,
any "toxic  pollutant" under the Federal Water Pollution  Control Act, 33 U.S.C.
ss. 1521 et seq., as amended,  any  hazardous air pollutant  under the Clean Air
Act,  42 U.S.C.  ss.  7401 et seq.,  and any  hazardous  or toxic  substance  or
pollutant  regulated under any other applicable  Environmental  Laws ("Hazardous
Substances"). There is not nor has there ever been on or in such property during
any time in which EPI owned,  leased or otherwise  occupied such  property,  any
generation,   treatment,   recycling,  storage  or  disposal  of  any  Hazardous
Substance,   or  any   PCBs,   underground   storage   tanks  or   asbestos   or
asbestos-containing  materials.  Neither  EPI  nor any of its  past  or  present
operations  are or have been (a) subject to any order from or agreement with any
governmental  authority or other person  respecting any Environmental Law or any
action to clean up,  remove,  treat or in any other way  address  any  Hazardous
Waste, or (b) in communication  or agreement with any governmental  authority or
other  person  relating  to  the  generation,   treatment,  recycling,  storage,
disposal, presence, release or threatened release of any Hazardous Substance

     3.23  Noncompete.  WCFC and WCS warrant and  represent  that they will not,
directly or indirectly,  own, manage,  operate, join, control, or participate in
the ownership,  management,  operation or control of, or be employed by, consult
for, or be connected in any manner with,  any business  engaged  anywhere in the
world in the business of entity structuring,

                                      -12-
<PAGE>


asset protection, estate planning and tax reduction, or any other business which
directly competes with Buyers relating to same.

                                   SECTION 4.

                    Representations and Warranties of Buyers

     As an inducement to Sellers to enter into this  Agreement and to consummate
the transactions and exclusive licenses  contemplated  hereby,  Buyers represent
and warrant to Sellers that:

     4.1.  Organization and Corporate Power. B&C is a limited  liability company
duly  incorporated and validly existing under the laws of the State of Arkansas,
and the company is qualified to do business in every  jurisdiction  in which its
ownership of property or conduct of business requires it to qualify. B&C has all
requisite  financial  ability and resources to execute,  deliver and perform its
obligations  under  this  Agreement,  and  each  other  agreement,  document  or
instrument   required  to  be  delivered   hereby  or  in  connection   herewith
(collectively, the "Buyers' Documents").

     4.2  Investment  Intent.  The Shares to be purchased by Buyers  pursuant to
this Agreement are being acquired by Buyers solely for Buyers' own account,  for
investment purposes only, and with no present intention of distributing, selling
or otherwise disposing of them.

     4.3.  Sophistication.  Buyers  are  able to bear  the  economic  risk of an
investment in the Shares  pursuant to this Agreement and can afford to sustain a
total  loss on such  investment,  and  has  such  knowledge  and  experience  in
financial and business  matters that Buyers are capable of evaluating the merits
and risks of the proposed  investment and therefore have the capacity to protect
its own interests in connection with the purchase of the Shares.

     4.4.  Authorization.  All  action on the part of Buyers  necessary  for the
authorization,  execution, delivery and performance of this Agreement and all of
the other  agreements and  instruments of Buyers  contemplated by this Agreement
and the  consummation of the  transactions  contemplated  herein and therein has
been taken,  and this Agreement and each other agreement or instrument of Buyers
contemplated  hereby,  when executed and  delivered,  shall each  constitute the
legal,  valid and binding  obligation of Buyers,  enforceable  against Buyers in
accordance  with its terms.  Buyers have has full power and authority to deliver
this Agreement and all of the other  agreements and instruments  contemplated by
this  Agreement  to  be  executed  and  delivered   hereby,  to  consummate  the
transactions  contemplated  hereby  and  thereby  and to comply  with the terms,
conditions and provisions hereof and thereof. Neither the execution, delivery or
performance  by Buyers of this  Agreement  or any of the  other  agreements  and
instruments  contemplated  hereby  will  violate or conflict  with,  result in a
breach  of, or  constitute  (with due notice or lapse of time or both) a default
under any current agreements to which Buyers are a party,  including those to be
delivered by Buyers under Section 1.

     4.5.  Environmental  Matters.  All real and  personal  property  of  Buyers
(including plant,  buildings,  fixtures or other assets presently or in the past
owned,  leased or operated by Buyers or by its business)  and all  operations of
Buyers (i) are in compliance with all federal, state and local laws, regulations
and administrative orders or judicial orders and

                                      -13-
<PAGE>


decrees  relating to human safety,  solid waste and hazardous  waste  treatment,
storage,  disposal,   generation  and  transportation,   air,  water  and  noise
pollution,  soil or  ground or water  contamination  or the  handling,  storage,
release into the  environment  or  transportation  of Hazardous  Substances  (as
hereinafter defined)  ("Environmental  Laws"), and (ii) to the best knowledge of
Buyers and the Members, are free from all toxic or hazardous wastes,  pollutants
or substances, including, without limitation, asbestos, PCBs, petroleum products
and byproducts,  substances defined or listed as "hazardous  wastes," "hazardous
substances" or "toxic substances" or similarly  identified in or pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended,  42 U.S.C.  ss.  9601 et seq.,  hazardous  materials  identified  in or
pursuant to the Hazardous  Materials  Transportation  Act, 42 U.S.C. ss. 1802 et
seq.,  hazardous wastes  identified in or pursuant to the Resource  Conservation
and Recovery Act, 42 U.S.C. ss. 6901 et seq., any chemical  substance or mixture
regulation under the Toxic Substance Control Act of 1976, as amended,  15 U.S.C.
ss.  2601 et seq.,  any "toxic  pollutant"  under the  Federal  Water  Pollution
Control Act, 33 U.S.C. ss. 1521 et seq., as amended, any hazardous air pollutant
under the Clean Air Act, 42 U.S.C.  ss. 7401 et seq., and any hazardous or toxic
substance or pollutant  regulated under any other applicable  Environmental Laws
("Hazardous  Substances").  There is not nor has  there  ever been on or in such
property  during  any time in which  Buyers  or any  Members  owned,  leased  or
otherwise occupied such property, any generation,  treatment, recycling, storage
or disposal of any Hazardous Substance,  or any PCBs,  underground storage tanks
or asbestos or asbestos-containing materials. Neither Buyers nor any of its past
or  present  operations  are or have  been  (a)  subject  to any  order  from or
agreement  with any  governmental  authority  or  other  person  respecting  any
Environmental  Law or any action to clean up, remove,  treat or in any other way
address any  Hazardous  Waste,  or (b) in  communication  or agreement  with any
governmental  authority or other person relating to the  generation,  treatment,
recycling,  storage,  disposal,  presence,  release or threatened release of any
Hazardous Substance.

     4.6  Litigation.  There is no legal,  administrative,  arbitration or other
proceeding by or before any Governmental  Body pending or, to the best knowledge
of Buyers,  threatened  against  Buyers,  nor to the best knowledge of Buyers is
there any pending  investigation by any Governmental  Body, which, in each case,
would  give any third  party the right to  enjoin or  rescind  the  contemplated
transactions  or  otherwise  prevent  Buyers from  complying  with the terms and
provisions of this Agreement.

                                   SECTION 5.

                              Additional Agreements

     Sellers  agree to use best  efforts to perform  or  observe  the  following
agreements:

     5.1. Financial Statements; Other Information: and Inspection Rights.

          (a) Financial Statements and Other Reports. WCFC will promptly deliver
to Buyers:

               (i)  Monthly  financial  statements  relating  to EPI and  entity
structuring activities;

               (ii) As soon as  available  and in any event within 45 days after
the end of each of the  first  three  quarters  of  each  fiscal  year of  WCFC,
statements of

                                      -14-
<PAGE>


consolidated   net  income  and  cash  flows  and  a  statement  of  changes  in
consolidated  stockholders' equity of WCFC and its Subsidiaries  relating to EPI
and entity structuring  activities for the period from the beginning of the then
current  fiscal year to the end of such  quarterly  period,  and a  consolidated
balance  sheet  of WCFC  and its  Subsidiaries  as of the end of such  quarterly
period,  setting  forth  in  each  case  in  comparative  form  figures  for the
corresponding  period or date in the  preceding  fiscal year,  all in reasonable
detail and certified by an authorized financial officer of WCFC relating only to
EPI and  entity  structuring  activities,  subject  to  changes  resulting  from
year-end adjustments;

               (iii) As soon as available  and in any event within 90 days after
the end of each fiscal year of WCFC,  statements of consolidated  net income and
cash flows and a statement of changes in  consolidated  stockholders'  equity of
WCFC  and its  Subsidiaries  for  such  year  relating  only  to EPI and  entity
structuring  activities,  and a  consolidated  balance  sheet  of  WCFC  and its
Subsidiaries  as of the  end of  such  year,  setting  forth  in  each  case  in
comparative form the  corresponding  figures from the preceding fiscal year, all
in  reasonable  detail and  examined  and  reported on by a firm of  independent
public accountants of recognized standing selected by WCFC;

               (iv) If EPI, or any of its  Subsidiaries,  becomes subject to the
requirements of the Securities  Exchange Act of 1934, as amended, or any similar
or successor  Federal  statute,  and the rules and regulations of the Securities
and  Exchange   Commission   or   successor   governmental   organization   (the
"Commission"),  promptly upon transmission thereof, copies of all such financial
statements,  proxy  statements,  notices  and  reports  as EPI shall send to its
stockholders and of all registration statements and regular or periodic reports,
including  without  limitation Annual Reports on Form 10-K and Quarterly Reports
on Form 10-Q and any current  Reports on Form 8-K, in  definitive  form which it
files or which it is or may be required to file with the Commission;

               (v) Promptly,  copies of any compliance certificates furnished to
lenders in respect of indebtedness of WCFC and its Subsidiaries  relating to EPI
and entity structuring activities; and

               (vi) With  reasonable  promptness,  such other  financial data as
Buyers may reasonably request relating to EPI and entity structuring activities.

          (b) Other Information. EPI shall deliver to Buyers, promptly after the
occurrence  thereof,  written  notice and a description  of any default or other
event  which  might have a  material  impact,  including  without  limitation  a
material  adverse  impact  upon  EPI,  its  financial   condition.   results  of
operations, prospects or business.

          (c) Annual  Operating  Plan.  Buyers have  prepared  and  delivered to
Sellers a Business  Plan for the 1998 fiscal  year or any updates or  subsequent
revisions  thereto  (the  "Business  Plan"),  including  a cash flow budget (the
"Budget") and other  relevant  financial  information  and  projections.  Buyers
agrees to conduct its business in conformity with the Business Plan except as it
may be revised from time to time by the Board of  Directors of Buyers.  Prior to
each December 1, Buyers shall prepare an operating plan, including a budget, for
each  succeeding 36 month period  commencing  each  subsequent  January 1, which
shall meet the  approval  of a  majority  of the  members  of  Buyers'  Board of
Directors and which shall be in at least as much detail as the Business Plan and
Budget. Buyers agree to conduct its

                                      -15-
<PAGE>


business in  conformity  with said  operating  plan except as  otherwise  agreed
hereafter. Buyers shall furnish to Sellers (in person, by facsimile transmission
or by first-class  mail) a copy of such operating plan at least 30 days prior to
the commencement of the period covered by such operating plan.

          (d)  Inspection   Rights.   Buyers  shall  permit  any  representative
designated  by Sellers  (provided,  however,  that Sellers shall not designate a
representative to whom Buyers reasonably object because of concerns  regarding a
conflict  of  interest)  at  Sellers'  expense,  to visit and inspect any of the
properties of Buyers or any of its  subsidiaries,  including its and their books
of account (and to make copies thereof and to take extracts  therefrom),  and to
discuss its and their affairs, finances and accounts with its and their officers
or employees,  all during  business  hours and at such  reasonable  times and as
often as may be  reasonably  requested,  and  with  representatives  of  Buyers'
lenders and independent  accountants  (and Buyers hereby  authorize such lenders
and   accountants   to  discuss  such  matters  with   Sellers,   and  any  such
representatives); provided that such rights shall be exercised in a manner so as
not to  materially  and  adversely  disrupt the  ordinary  course of business of
Buyers or any of its subsidiaries.

     5.2. Members'  Agreement.  Except to the extent inconsistent with the terms
of this  Agreement,  in which event the terms of this  Agreement  shall control,
Buyers  shall  enforce each and every one of its  obligations  under its Limited
Liability Company Agreement and shall not, without the consent of the holders of
at least 67% of the Common Stock issued or issuable,  modify or waive any of its
rights or obligations thereunder.

     5.3. Rule 144 Compliance. Subject to the specific terms of the Registration
Rights Agreement,  at all times after completion of a Qualified Public Offering,
Buyers  agree to take  such  action  as may be  necessary  to enable a holder of
Conversion  Shares to complete the public sale of such shares in accordance with
Rule 144 of the Securities and Exchange  Commission (the "Commission") under the
Securities Act.

     5.4. Corporate Existence,  Licenses and Permits: Maintenance of Properties.
So long as any portion of the Purchase Price due Sellers remains unpaid,  Buyers
will at all  times  (i)  cause  to be done all  things  necessary  to  maintain,
preserve and renew its existence as a limited  liability company organized under
the laws of a state of the United  States of America,  (ii) preserve and keep in
force and effect,  and cause each of its  Subsidiaries  to preserve  and keep in
force and effect, all licenses and permits necessary and material to the conduct
of its and their respective businesses,  (iii) maintain and keep, and cause each
of its Subsidiaries to maintain and keep, its and their respective properties in
good repair,  working order and condition (except for normal wear and tear), and
from  time  to  time  make  all  needful  and  proper   repairs,   renewals  and
replacements,  including  without  limitation  all  trade  names  and  trademark
registration  renewals,  and (iv)  remain  in  compliance  with  respect  to all
applicable  material regulatory  requirements,  so that any business material to
Buyers  carried on in connection  therewith  may be properly and  advantageously
conducted at all times.

     5.5.  Taxes.  Buyers  will duly pay and  discharge,  and cause  each of its
Subsidiaries duly to pay and discharge,  all taxes, assessments and governmental
charges  upon  or  against  Buyers  or  its  Subsidiaries  or  their  respective
properties,  in each case before the same become delinquent and before penalties
accrue  thereon,  unless and to the extent that the same are being  contested in
good faith and by appropriate  proceedings and Buyers and its Subsidiaries shall
have set aside on their books adequate reserves with respect thereto.

                                      -16-
<PAGE>



     5.6.  Books and  Accounts.  Buyers will,  and will cause each  consolidated
Subsidiary  to,  maintain  proper  books of record and account in which true and
correct  entries  shall be made of its  transactions  and set aside on its books
from its earnings for each fiscal year all such proper  reserves as in each case
shall be required in accordance with generally accepted accounting principles.

     5.7. Restricted  Investments.  So long as any portion of the Purchase Price
owed Sellers remains unpaid, Buyers will not, and will not permit any Subsidiary
to,  make or  authorize  any  Restricted  Investment.  For the  purposes of this
paragraph the term "Restricted  Investment" shall mean (1) any investment,  made
in cash or otherwise,  by Buyers or any Subsidiary (i) in any Person, whether by
acquisition of stock,  indebtedness or other obligation or security,  by a loan,
advance or capital contribution,  or otherwise, or (ii) in any property, (2) any
loan for a purpose  other than as described  in clause (1) of this  paragraph or
(3) any advance, except the following:

          (a)  investments  in and  advances  to  wholly-owned  Subsidiaries  or
companies which simultaneously become wholly-owned Subsidiaries;

          (b)  investments  in  partnerships  and joint ventures in the ordinary
course of business;

          (c)  investments  in property and equipment to be used in the business
of Buyers or any wholly-owned Subsidiary;

          (d) investments in direct obligations of, or obligations the principal
and  interest of which are  guaranteed  by, the United  States of America or any
agency thereof maturing in three years or less from the date of acquisition;

          (e)  investments  in  certificates  of deposit or bankers  acceptances
issued by any  commercial  bank located in the United  States,  Canada,  Western
Europe or Japan which is owned by a bank holding company the commercial paper of
which is rated A2 or P2,  respectively,  by  Standard & Poor's  Corporation,  or
Moody's  Investors  Service,  or  higher,  and which has  capital,  surplus  and
undivided profits aggregating at least $100,000,000;

          (f)  investments in commercial  paper maturing within 270 days or less
from the date of acquisition  rated in one of the two highest grades by Standard
& Poor's Corporation or Moody's Investors Service or by another rating agency of
nationally recognized standing;

          (g) investments in money market funds;

          (h)  investments  held by Buyers or any Subsidiary on the date hereof;
or

          (i) loans and advances  made to customers  and dealers in the ordinary
course of business not in excess of (a) $250,000 in the aggregate, or (b) 10% of
sales, whichever is greater.

                                      -17-
<PAGE>



     5.8.  Restrictions  on  Transfer.   None  of  the  Shares  shall  be  sold,
transferred, assigned, pledged, hypothecated or otherwise disposed of unless and
until one of the following events shall have occurred:

          (a) Such securities are disposed of pursuant to and in conformity with
an effective  registration  statement filed with the Commission  pursuant to the
Securities Act or pursuant to Rule 144 of the Commission thereunder; or

          (b) The seller  shall have  delivered  to Buyers a written  opinion of
counsel which is reasonably acceptable to Buyers to the effect that the proposed
transfer is exempt from the registration and prospectus delivery requirements of
the Securities Act; or

          (c) The seller shall have  transferred such securities to an affiliate
of the seller and such  affiliate  has  delivered to Buyers a written  agreement
making the  representations set forth in Sections 4.2 and 4.3 and agreeing to be
bound by the  restrictions  of this  Section  5.8 with  respect to the shares so
transferred.

          The parties hereto further agree that any  certificate  evidencing the
Common Shares or Preferred Shares shall bear the following legend:

        THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE HAVE NOT BEEN
        REGISTERED  UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE
        SOLD,  TRANSFERRED,   ASSIGNED,  PLEDGED,   HYPOTHECATED  OR
        OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS OF
        AN AGREEMENT  BETWEEN THE COMPANY AND THE REGISTERED  HOLDER
        HEREOF,  A  COPY  OF  WHICH  AGREEMENT  IS ON  FILE  AT  THE
        PRINCIPAL OFFICES OF THE COMPANY

provided that, if any of the events set forth in Sections 5.8(a) or 5.8(b),  but
not 5.8(c), above have occurred, Buyers shall, within 1 0 days of the request of
any holder of a certificate  bearing the  foregoing  legend and the surrender of
such certificate,  issue a new stock  certificate  without the foregoing legend;
provided that nothing  herein shall require  removal of the foregoing  legend if
such removal would violate federal or state securities laws.

     5.9.  Transactions  With WCFC  Affiliates.  So long as any  portion  of the
Purchase Price owed Sellers remains unpaid, Buyers will not, and will not permit
any Subsidiary to, engage in any material transaction or enter into any contract
with a WCFC  Affiliate  (other  than a  Subsidiary),  or any officer or director
thereof,  except any  transaction or contract that is in the ordinary  course of
business  of  Buyers or such  Subsidiary  (and  except  for any  transaction  or
contract that has been disclosed pursuant to any Schedule to this Agreement) and
that is on fair and  reasonable  terms no more  favorable to such Affiliate than
would have been  obtainable in arm's-length  dealing with an unaffiliated  third
party.

                                      -18-
<PAGE>




                                   SECTION 6.

                                 Indemnification

     6.1.  Assumption of Liability.  Buyers agree to. assume all  liabilities in
connection with the sale,  assignment and transfer of all assets and business of
Sellers  to Buyers  relating  to EPI,  including  but not  limited to the entity
structuring  activities of WCFC and its  subsidiaries,  and Buyers hereby assume
and agree to discharge all liabilities reflected on the Balance Sheet of Sellers
relating to EPI dated as of  ______________,  as well as such liabilities of EPI
incurred after the Closing Date.

     6.2  Indemnification by Sellers.  Subject to the limitations of Section 6.4
hereof, Sellers jointly and severally agree to indemnify, defend and hold Buyers
harmless from and against any and all losses, claims, liabilities,  obligations,
damages,   deficiencies,   expenses,   actions,  suits,  proceedings,   demands,
assessments,  judgments,  fines,  penalties,  arbitration,  costs and  expenses,
including  but not limited to attorneys'  fees  (collectively,  the  "Damages"),
whether  absolute,  accrued,  conditional  or  otherwise,   resulting  from  any
misrepresentation  or breach of warranty on the part of Sellers  under the terms
of this Agreement.

     6.3 Indemnification by Buyers.  Buyers agree to indemnify,  defend and hold
Sellers harmless from and against any and all Damages whether absolute, accrued,
conditional or otherwise,  and whether or not resulting from third party claims,
resulting from any misrepresentation or breach of warranty on the part of Buyers
under the terms of this  Agreement,  and from and  against  any and all  Damages
asserted by third  parties as a result of Buyers' acts or  omissions  related in
any way to or  connected  with the  Products,  the  Additional  Products  or the
provision of  entity-structuring  activities.  In addition,  Buyers will pay any
judgment or settlement  amount awarded against Sellers,  or authorized  expenses
incurred by Sellers.

     6.4 Survival of Representations  and Warranties:  Limitations of Liability.
The  representations  and warranties of Sellers and of Buyers  contained in this
Agreement,  as well as the  provisions  of Sections 2, 2.6, 6, 7 and 8.4,  shall
survive the Closing;  provided,  that the sole remedy  available to Buyers for a
breach of any such  representation  or  warranty  by Sellers  shall be by way of
claim for indemnification.

          (a)  With  respect  to  any  claim  by  Buyers  against   Sellers  for
indemnification for breach of warranty under this Agreement,  Sellers shall have
no liability for indemnification with respect to a claim for indemnification for
breach of the  representation  in Sections 3.1, 3.4, 3.7, 3.9, 3.10, 3.11, 3.14,
3.15,  3.16 and 3.20 or for expiration of the applicable  statute of limitations
for  the   underlying   claim,   or  with   respect  to  any  other   claim  for
indemnification, for a claim asserted twenty-four months after the Closing Date.
Buyers shall give Sellers  prompt notice of any such claim for  indemnification,
and such  notice  shall  specify  the  facts and  circumstances  of the claim in
reasonable  detail.  Sellers  shall not be liable  for  indemnification  for any
breach of their representations or warranties contained in this Agreement.

          (b) Procedures with Respect to Third-Party  Claims. In the case of any
claim asserted by a third party against Sellers,  Buyers shall notify Sellers of
such claim as soon as Buyers have  actual  knowledge  of such claim,  and Buyers
shall immediately assume control of the defense of such claim, and shall pay all
costs and  expenses  relating to same.  Sellers  agree to fully  cooperate  with
Buyers in defense of such claim, at Buyer's expense, provided that Sellers shall
have the right to: (i)  participate  in and  approve  the  selection  of defense
counsel; (ii) Sellers may elect to retain

                                      -19-
<PAGE>


separate counsel, at their own expense; and (iii) Buyers shall not compromise or
settle the claim without Sellers'  written  consent,  which consent shall not be
unreasonably  withheld.  Sellers  shall have no  liability  with  respect to any
compromise or settlement thereof effected without its consent.

          (c)  Limitations of Liability and Exclusions of Damage.  NEITHER PARTY
SHALL,  UNDER  ANY  CIRCUMSTANCES,   BE  LIABLE  TO  THE  OTHER  PARTY  FOR  ANY
CONSEQUENTIAL,  INCIDENTAL,  SPECIAL,  PUNITIVE OR EXEMPLARY DAMAGES, OR DAMAGES
BASED ON LOST PROFITS,  BUSINESS  OPPORTUNITIES OR GOODWILL,  EVEN IF SUCH PARTY
HAS BEEN  APPRISED  OF THE  LIKELIHOOD  OF SUCH  DAMAGES  OCCURRING.  EXCEPT  AS
EXPRESSLY  SET FORTH  HEREIN,  SELLERS  MAKE NO  WARRANTIES,  EITHER  EXPRESS OR
IMPLIED, RESPECTING THE PRODUCTS, AND EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES,
INCLUDING ANY IMPLIED  WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

                                   SECTION 7.

                                 Confidentiality

     7.1  Confidentiality.  Between the date of this  Agreement  and the Closing
Date,  Buyers shall use reasonable  efforts to cause all their other  employees,
auditors,  attorneys,  consultants,  advisors  and  agents,  to hold  in  strict
confidence,  unless compelled to disclose by judicial or administrative  process
or, in the  opinion of its legal  counsel,  by other  requirements  of law,  all
confidential  information  of  Sellers  furnished  to Buyers by Sellers or their
respective  representatives in connection with the transactions  contemplated in
this  Agreement and will not release or disclose such  information  to any other
third parties,  except their auditors,  attorneys,  financial advisors and other
consultants,  agents and advisors in  connection  with the  consummation  of the
contemplated  transactions.  Without  limitation  upon  the  generality  of  the
foregoing,  Buyers will not,  prior to the Closing,  disclose or grant access to
any  information  of EPI  furnished  to Buyers by  Sellers  or their  respective
representatives in connection with the contemplated transactions which have been
designated by Sellers as confidential  or  proprietary.  If the Closing does not
occur  (i) such  confidential  information  shall be  protected  and  maintained
confidential  by Buyers,  and Buyers shall use reasonable  efforts to cause such
other third  parties to  maintain  such  confidences,  except to the extent such
information comes otherwise into the public domain. Upon the request of Sellers,
Buyers  shall  promptly  return  to  Sellers  any  confidential  or  proprietary
materials  remaining  in their  possession,  together  with all copies  thereof.
Buyers  understand that they have a continuing  obligation  under this Agreement
and that certain Exclusive License Agreement between the parties to maintain all
confidential and proprietary  information of Sellers  confidential with the same
standard  of care as Buyers  utilize  to  maintain  their own  confidential  and
proprietary  information  confidential,  but in no event less than a  reasonable
degree of care. For purposes of this  Agreement,  "confidential  and proprietary
information"  shall  include,  but is not limited to,  customer  mailing  lists,
financial  reports,  sales  projections,  corporate  strategies,  and any  other
information identified as confidential and/or proprietary by Sellers.

     7.2  Confidentiality of Agreement;  Publicity.  The terms and conditions of
this Agreement shall be treated as  confidential  by the parties.  Except to the
extent required by law,  neither Buyers nor Sellers shall or shall permit any of
their respective  subsidiaries,  affiliates,  employees,  agents or advisors to,
disclose the terms and  conditions of this Agreement to any third parties (other
than in the case of Buyers to their  lenders)  without  the consent of the other
party.  Notwithstanding  the foregoing,  nothing herein shall prohibit any party
from disclosing this Agreement and its terms to its investors,  lenders,  agents
and professional advisors in connection with the

                                      -20-
<PAGE>


contemplated transactions or the consummation thereof.

                                   SECTION 8.

                                  Miscellaneous

     8.1 Entire Agreement.  This Agreement, the Exhibits, the schedules and that
certain  Exclusive  License  Agreement  between the parties  dated  ____________
contain  all  the  agreements,  understandings,   representations,   conditions,
warranties and covenants,  and constitute the sole and entire agreement  between
the parties  hereto  pertaining  to the subject  matter hereof and supersede all
prior  communications or agreements,  written or oral. This Agreement may not be
modified except by written  instrument signed by each party. The  abovementioned
Exhibits,  schedules and Exclusive License Agreement are incorporated  herein by
this reference.  To the extent of any  inconsistency  between this Agreement and
any Exhibit or schedule, the terms of the Agreement will take precedence.

     8.2  Interpretation  and Waiver.  If any  provision  of this  Agreement  is
declared invalid or  unenforceable,  the remaining  provisions of this Agreement
shall  remain in full force and effect.  All terms,  conditions,  or  provisions
which may appear as  pre-printed  language or otherwise  be inserted  within any
purchase order or confirmation  shall be of no force and effect  notwithstanding
the execution of such purchase order or other document subsequent to the date of
this  Agreement.  Waiver by  either  Sellers  or  Buyers  of one or more  terms,
conditions,  or defaults of this Agreement  shall not constitute a waiver of the
remaining terms and conditions or of any future defaults of this Agreement.

     8.3  Assignment.  Neither party shall assign its interest in this Agreement
without the express  prior  written  consent of the other  party,  except to the
surviving  entity in a merger or  consolidation in which it participates or to a
purchaser  of all or  substantially  all of its  assets.  Subject  to the  above
limitation,  this Agreement will inure to the benefit of and be binding upon the
parties, their successors,  and assigns. Unless otherwise specifically agreed to
by the  non-assigning  party,  no  assignment  by either party shall relieve the
assignor from its obligations pursuant to this Agreement.

     8.4  Attorney's  Fees.  The prevailing  party in disputes  concerning  this
Agreement  shall be  entitled  to the  costs  of  collections  and  enforcement,
including but not limited to  reasonable  attorney's  fees,  court costs and all
necessary expenses, regardless of whether litigation is commenced.

     8.5 Notices. All notices,  requests,  demands or other communications which
are required or may be given pursuant to the terms of this Agreement shall be in
writing  and shall be deemed to have been duly given (i) on the date of delivery
if delivered by hand or by  confirmed  facsimile;  (ii) upon the fifth day after
such notice is deposited in the United  States mail,  if mailed by registered or
certified mail,  postage prepaid,  return receipt  requested,  or (iii) upon the
date of the courier's  verification of delivery at the specified address if sent
by a nationally recognized overnight express courier.

     8.6 Governing  Law. This  Agreement and the rights and  obligations  of the
parties hereunder shall be construed in accordance with and shall be governed by
the internal  laws of the State of Nevada and  applicable  federal  law.  Buyers
hereby  consent  to the  jurisdiction  and  venue of the  courts of the State of
Nevada, United States of America or of any federal court located in such state.

                                      -21-
<PAGE>



     8.7  Severability.  Should any Section or any part of a Section within this
Agreement be rendered void, invalid or unenforceable by any court of law for any
reason,  such  invalidity or  unenforceable  by any court of law for any reason,
invalid  or  unenforceable  any  other  Section  or  part of a  Section  in this
Agreement.

     8.8  Specific  Performance.  The parties to this  Agreement  agree that the
securities  purchased  pursuant to this  Agreement  are unique,  that failure to
comply with any of the  obligations  imposed by this  Agreement  shall result in
irreparable  damage,  and that specific  performance of such  obligations may be
obtained.

     8.9. Descriptive Headings. The descriptive headings herein are inserted for
convenience  of  reference  only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement.

     8.10. Counterpart Signatures. This Agreement may be executed in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same agreement.

     IN WITNESS WHEREOF,  the parties have executed this Agreement by their duly
authorized representatives.

WADE COOK FINANCIAL CORPORATION


    /s/ Wade B. Cook
By:  Wade B. Cook

Title:  President and Chairman


ENTITY PLANNERS, INC.


    /s/ Wade B. Cook
By:  Wade B. Cook

Title:  President


BERRY, CHILDERS & ASSOCIATES, L.L.C.


     /s/ Tim G. Berry
By:  Tim G. Berry

Title:  Member

                                      -22-
<PAGE>


                                    EXHIBIT A
                             WCFC Licensed Products

Seminars and Workshops:
Business Entity Skills Training
Wealth Institute (formerly Wealth Academy)
Entity Structuring Workshop
Executive Retreat
Ultra B.E.S.T.
Super B.E.S.T.

                                      -23-
<PAGE>


                                    EXHIBIT B
                      Wade B. Cook Exclusive License to ER


                                      -24-
<PAGE>


                                    EXHIBIT C
                          WCFC Exclusive License to EPI


                                      -25-
<PAGE>


                                    EXHIBIT D
                           Opinion of Buyers' Counsel


                                      -26-
<PAGE>


                                  SCHEDULE 3.1
                          Directors and Officers of EPI

Name

Wade B. Cook                               President
Larry Keim                                 Secretary
Carl Sanders                               Treasurer


                                      -27-
<PAGE>


                                  SCHEDULE 3.16
                         EPI Employees and Compensation


NONE

                                      -28-