Exhibit 10.9


                              FINDERS FEE AGREEMENT

This Finders Fee Agreement (the  "Agreement"),  effective as of January 28, 2000
is entered into by and between Wasatch Interactive Learning Corporation,  a Utah
corporation  (herein  referred  to  as  the  "Company")  and  Western  Financial
Communications, Inc., a California corporation (herein referred to as "WFC").

                                    RECITALS

WHEREAS, the Company desires to raise capital; and

WHEREAS,  WFC has contacts that might be willing to provide the Company capital;
and

NOW  THEREFORE,  the parties  hereby agree to the  following  terms for paying a
finder's fee in the event WFC introduces the Company to a capital source,  which
provides funds to the Company.

Financing  "Finder's Fee". It is understood that in the event WFC introduces the
Company, or its nominees, to a lender or equity purchaser,  not already having a
preexisting  relationship  with  the  Company,  with  whom  the  Company,  or it
nominees,  ultimately  finances or causes the completion of such financing,  the
Company  agrees to compensate  (WFC) for such services with a "finder's  fee" in
the amount of 2.5% of the total gross finding  provided by such lender or equity
purchaser,  such fee to be payable in cash. This 2.5% fee will be in addition to
any fees payable by the Company to any other  intermediary,  if any, which shall
be the subject of separate  agreements  negotiated  between the Company and such
other  intermediary;  however,  the total of such fees payable by the Company to
all  intermediaries,   including  WFC,  relating  to  any  single  financing  or
completion  of financing  shall not exceed ten percent  (10%) of the total gross
funding  provided by the  introduced  lender or  purchaser  for that  particular
financing,  and  the  Company  shall,  if  necessary,  reduce  fee(s)  to  other
intermediaries  in order to meet such limitation.  It is also understood that in
the event  WFC  introduces  the  Company,  or its  nominees,  to an  acquisition
candidate,  either  directly or indirectly  through  another  intermediary,  not
already having a preexisting  relationship with the Company,  which the Company,
or  its  nominees,   ultimately  acquires  or  causes  the  completion  of  such
acquisition,  the Company  agrees to  compensate  WFC for such  services  with a
"finder's fee" in the amount of 2% of total gross consideration provided by such
acquisition.  Such fee to be payable in cash. This 2% will be in addition to any
fees payable by the Company to any other  intermediary,  if any,  which shall be
the subject of separate agreements negotiated between the Company and such other
intermediary;  however,  the  total  such fees  payable  by the  Company  to all
intermediaries  including WFC, relating to any single  acquisition or completion
thereof  shall not exceed ten  percent  (10%) of the total  gross  consideration
provided by such acquisition,  and the Company shall, if necessary reduce fee(s)
to other intermediaries in order to meet such limitation.

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Page 2
Finders's Fee Agreement


It is specifically understood that WFC is not and does not hold itself out to be
a  Broker/Dealer,  but is rather  merely a "Finder" in  reference to the Company
procuring financing sources and acquisition candidates.

Complete  Agreement.  This Agreement  constitutes the entire agreement among the
parties  with  respect to the subject  matter  hereof and  supersedes  all prior
agreements  and  understandings,  both written and oral,  among the parties with
respect to the subject  matter  hereof.  This Agreement and its terms may not be
changed  orally but only by an agreement in writing  signed by the party against
whom enforcement of any waiver, change, modification,  extension or discharge is
sought.


AGREED TO:



"Company"                               WASATCH INTERACTIVE LEARNING CORPORATION

Date:  1/28/00                          By:  /s/ BARBARA MORRIS
                                             -----------------------------------
                                                 Barbara Morris, President



"WFC"                                   WESTERN FINANCIAL COMMUNICATIONS, INC.

Date:  1/28/00                           By:  /s/ JEFFREY V. WEAVER
                                             -----------------------------------
                                                 Jeffrey V. Weaver, President