EXHIBIT 10.51


                               THIRD AMENDMENT TO
                          OPEN-ENDED PRODUCT AGREEMENT


         This Superceding  Amendment to Open-Ended  Product Agreement is entered
into this 15th day of March, 2000 by and between Wade Cook Financial Corporation
a Nevada Corporation and or its assigns (collectively, "WCFC"), and Wade B. Cook
a married individual ("Cook"), (collectively, the "Parties").

                                    Recitals

A. WCFC and Cook enter into an Open-Ended Product Agreement dated March 20, 1998
(the "Product  Agreement")  pursuant to which Cook granted WCFC a  non-exclusive
worldwide  license to all  intellectual  property  described in Exhibit A of the
Product Agreement.

B. WCFC and Cook entered into an Amendment to Open-Ended Product Agreement dated
May 7, 1999 (the "First  Amendment")  pursuant to which Cook amended his royalty
rate of ten percent  (10%) of all gross sales for  Products  licensed  under the
Product  Agreement  to a yearly  royalty that is greater of  $5,000,000  or five
percent (5%) of gross sales revenue received from sales of such Products.

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

                                    AGREEMENT

         In consideration of the foregoing  recitals and other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
Parties hereby agree as follows:

          1. Amendment.  The Parties agree that the first paragraph of Section 5
     of the  Product  Agreement,  as  amended  by and  set  forth  in the  First
     Amendment,  shall  be  deleted  in  its  entirety  and  replaced  with  the
     following:

          WCFC  shall pay Cook a minimum  annual  royalty  that is the lesser of
          Five Million and No/100ths Dollars ($5,000,000.00) or based on 3.5% 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 entitle to take draws against
          royalties up to a maximum of $1,250,000.00 per quarters.

          2. Effective Date. The effective date of this Third Amendment shall be
     January 1, 2000.

          3. Capitalized  Terms. Any capitalized  terms not defined herein shall
     have the same meaning ascribed to such terms in the Product Agreement.

          4.  Counterparts.  This  Third  Amendment  and any other  document  or
     instrument  related to the Product  Agreement to be executed by the parties
     may be  executed  in  counterparts,  each  of  which  shall  constitute  an
     original.

          5. Remaining Terms Unchanged. All other terms of the Product Agreement
     and The First Amendment remain binding and in effect.

          Executed as of the date first written above.


                                   Wade Cook Financial Financial Corporation
                                   a Washington corporation


                                   -------------------------
                                   By: Cynthia C. Britten
                                   Its: Chief Financial Officer



                                   -------------------------
                                   Wade B. Cook