Sample Business Contracts

Speaker Agreement - Wade Cook Financial Corp.

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                         WADE COOK FINANCIAL CORPORATION
                            FORM OF SPEAKER AGREEMENT

This Speaker  Agreement  (the  "Agreement) is entered into on this day of March,
1999 (the "Effective Date"), by and between Wade Cook Financial  Corporation and
its  subsidiaries,  a Nevada  Corporation,  located at 14675  Interurban  Avenue
South, Seattle, Washington 98168, ("WCFC"), and ___________.


WCFC,  through  its  subsidiary  Wade Cook  Seminars,  Inc.  ("WCSI"),  creates,
designs,  produces,  owns, markets and sells a variety of seminars and workshops
focused  on  investment  strategies,  financial  planning  and  personal  wealth
management.  WCSI also  produces  and sells audio tapes,  videotapes,  books and
other written  materials  designed to teach various  investment  strategies  and
financial planning techniques.

-------------------  is an  individual  with  experience  in  providing  Speaker

WCFC and  -------------------  desire  to  enter  into a  relationship,  whereby
-------------------  will  act  as  an  Independent  Contractor  and  Authorized
Speaker, to provide speaker,  sales and other services related to WCFC's seminar


NOW  THEREFORE,  for good  and  valuable  consideration,  the  parties  agree as

1.   Term

     WCFC engages _________ as an Authorized Speaker,  for the period commencing
     upon the  Effective  Date  through  December  31,  1999,  unless  otherwise
     terminated as provided  herein.  Thereafter,  this Agreement may be renewed
     for  additional  terms of one (1) year  each  upon  the  agreement  of both

2.   Relationship of the Parties

     A.   Independent Contractor

          The parties  intend that the  relationship  between them created under
          this   Agreement   is  that  of  an   independent   contractor   only.
          -------------------  is not an  employee  of  WCFC.  Nothing  in  this
          Agreement  shall be  construed as creating an agency  relationship,  a
          partnership,    or   a   joint    venture    between   the    parties.
          ------------------- shall not be covered by any WCFC benefit programs,
          including  but not  limited  to  health  insurance,  social  security,
          workers' compensation or unemployment compensation.

     B.   No Guarantee of Employment

          This Agreement may not be construed as an employment  agreement,  as a
          guarantee of continued use of services, or as a limitation upon WCFC's
          discretion  with respect to the  termination of  -------------------'s
          services, it being understood that -------------------'s  services are
          terminable  at  will  by  either  party,  subject  to  the  terms  and
          conditions hereunder.

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3.   Services

     The primary services to be provided by ----------- shall be as a speaker at
     seminars  developed  by WCFC or in  which  WCFC  has  either  exclusive  or
     non-exclusive  license  to  market  and  distribute,  and  shall  also sell
     authorized  seminar products,  books,  audio and video tapes and such other
     products  as WCFC may from time to time add to its  inventory  (Exhibit B -
     "Products").  The WCFC seminars for which  ------------ shall be engaged as
     the primary  speaker are listed in Exhibit B. The parties from time to time
     may add or delete  seminars from this list,  based on the business needs of

4.   Compensation

     Payment for services to be provided by  ------------,  shall vary according
     to the  amount  of sales per  event  less  refunds  and  returns,  training
     participation  and such other  specifics as may from time to time be agreed
     upon by the parties in the ordinary  course of business.  The  specifics of
     the compensation  shall appear in a Work Order, based on the areas outlined
     below and submitted to the Authorized Speaker,  for signature in advance of
     the event.  This Work Order shall  include the name of the  seminar,  date,
     time,  location and  compensation  for each of the services to be provided.
     The Work Order shall document  ------------'s  commitment to the particular
     event and  shall be  incorporated  into this  contract  by  reference.  The
     proposed  Work  Order  is  attached  as  Exhibit  C.  For the  term of this
     Agreement,  -----------  warrants that the Authorized  Speaker(s) have Work
     Order  signature  authority.   Notwithstanding  the  above,  cancellations,
     refunds  or  returns  received  by WCFC more than sixty (60) days after the
     date of sale shall not be deducted from ----------'s compensation.

     A.   Base Compensation

          For  each  unit  of  Product(s)  sold at a  seminar,  WCFC  shall  pay
          -------------  a  percentage  of the  gross  sales  of  Product(s)  to
          attendees.  Proceeds  realized during the event shall be identified by
          the appropriate marketing key code, less any refunds and returns.

     B.   Additional Compensation

          ------------  will be paid an  additional  percentage  of gross  sales
          which  will  be  determined  by the  degree  of  participation  in the

          1)   Speaker Training

               WCFC has an established schedule of dates and times for which all
               Authorized  Speakers may attend training classes at its corporate
               offices in Seattle,  Washington  or such other  locations as from
               time to time it may  designate.  This  portion of the  additional
               compensation  will be paid only for  complete  attendance  at the
               speaker training classes.  In the event that the speaker does not
               attend the requisite  training,  this  compensation  shall not be
               paid for any seminars during that month. The parties  acknowledge
               that training is currently  monthly,  however,  WCFC reserves the
               right,  with advance  notice,  to alter the training  schedule If
               ------------  feels that there is a valid  reason for missing the
               training  sessions,  this must be put in writing and sent to WCFC
               prior to the  training.  WCFC shall have the sole right to accept
               or reject written reasons for missed training.

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          2)   Trading

               Trading, either paper or actual trades on all strategies that are
               taught by WCFC are to be performed by the Authorized Speaker on a
               consistent basis. Upon request, copies of all trades for the week
               shall be sent to WCFC to verify compliance and entitlement to the
               additional payment.

          3)   Video Taping

               Authorized  Speaker's should videotape all seminars and workshops
               that they  teach.  -----------  shall  retain  these  tapes for a
               period  of  three  (3)  years.   WCFC  will  have  the  right  to
               periodically audit and request tapes from specific  seminars,  to
               verify  entitlement  to payment under this section.  Furthermore,
               since WCFC is unable to monitor  every  seminar to assure that no
               misrepresentations,  exaggerations or other activities prohibited
               by Section 7 of this  Agreement  occur,  videotaping  of seminars
               will be necessary in order for WCFC to provide  ------------ with
               indemnification as provided in Section 6.A. below.

          4)   Content & Testing

               At WCFC's discretion, one week prior to a seminar, WCFC will send
               to the Authorized Speaker training materials and testing designed
               to  determine   the  speaker's   understanding   of  the  content
               associated  with  the  next  seminar  he will be  teaching.  Upon
               request, tests shall be returned to WCFC prior to the seminar.

     C.   Method of Payment

          Payment  shall be due and  payable  no later than  fourteen  (14) days
          after each  seminar  and shall  accompany  the  reports  described  in
          Section  4E.  Payment  shall be made  directly to  ------------  or as
          otherwise directed, and shall be in United States dollars.

     D.   Taxes

          WCFC shall collect and pay all national,  state and local sales,  use,
          value-added  and other taxes,  customs duties and similar  tariffs and
          fees,  imposed by any  jurisdiction and required by law, based on this
          Agreement or any deliveries made hereunder, excluding any income taxes
          levied on -----------'s  income.  ----------- shall be responsible for
          the payment of any and all taxes relating to WCFC's compensation to it
          for its services rendered under this Agreement.

     E.   Reports

          WCFC shall  maintain sales  reports,  for sales made by  ------------,
          from seminars  taught by each Authorized  Speaker.  Said reports shall
          specify the Authorized Speaker,  event, date,  location,  total sales,
          refunds  and  returns  and total  compensation  per event.  WCFC shall
          submit such reports to ----------- with each compensation check.

     F.   Records

          WCFC shall keep accurate records, books of account and logs concerning
          the sales and distribution of the Products,  adequate to determine the
          amount of Compensation and Additional Compensation owed to ----------,

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          shall be  preserved  by WCFC in a safe  place  for a period of two (2)
          years, following the termination of this Agreement.

          The parties  recognize that WCFC is a public company,  and as such, an
          independent  public accountant audits its records.  Therefore,  during
          the term of this Agreement, and during the two-year period immediately
          following  termination,  any audit of  WCFC's  books  and  records  by
          ------------  shall be permitted,  only if it directly  relates to the
          sales  and  distribution  of the  products  at  seminars  taught by an
          Authorized Speaker, and if requested by ------------, such audit shall
          be performed by the above mentioned independent public accountant,  at
          the requesting entity's expense. Such audits shall be conducted during
          regular business hours at the facilities of WCFC, and shall be limited
          to once every six months,  and shall not  unreasonably  interfere with
          WCFC's  business  activities.  WCFC  reserves the right to exclude its
          customers  names and addresses and any other  information  identifying
          its customers from such audit.

     G.   Cancellation of Seminars

          WCFC  reserves  the right to cancel  any  seminar  or event due to low
          attendance,  acts of God, or as  reasonably  necessary in the ordinary
          course of  business.  Each of the parties will bear their own expenses
          incurred  prior to such  cancellation.  WCFC shall  notify  Authorized
          Speaker, by telephone or e-mail,  within twenty-four (24) hours of the
          cancellation  of the event.  Notwithstanding  the above,  in the event
          that  cancellation  occurs within seven (7) days of the event, and the
          Authorized  Speaker is unable to obtain a refund for  incurred  travel
          expenses,  WCFC will reimburse  ------------  up to $400 of the actual
          nonrefundable amount.

5.   Confidential Information

     A.   Definition

          For purposes of this Agreement,  "Confidential Information" means: (i)
          All proprietary  information of WCFC,  (ii) all information  marked or
          designated by WCFC as confidential,  (iii) all information, whether or
          not in written or other tangible form and whether or not designated as
          confidential,  which  is  treated  by WCFC as  confidential,  (iv) the
          subject matter of this Agreement, (v) all information provided to WCFC
          by  third  parties,  which  WCFC is  obligated  to keep  confidential.
          Without  limiting the foregoing,  Confidential  information  includes:
          Inventions,    discoveries,    trade   secrets,    ideas,    drawings,
          specifications,  techniques,  data, models,  programs,  documentation,
          processes,  know-how,  customer lists, product plans,  marketing plans
          and financial information.

          Notwithstanding  the  foregoing,  Confidential  Information  shall not
          include information which: (i) was in -----------'s  lawful possession
          prior to the  disclosure  and had not been  obtained  by  ------------
          either  directly  or  indirectly  from  WCFC,  (ii)  is  independently
          developed by  ------------  without  reference to WCFC's  Confidential
          Information,  (iii) is lawfully  disclosed to  -----------  by a third
          party without restriction on disclosure, (iv) is publicly disclosed by
          WCFC. It shall be the receiving  party's burden to show information is
          not Confidential Information of the other party.

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     B.   Obligation of Confidentiality

          ------------ agrees that it shall not directly or indirectly disclose,
          disseminate,  publish articles concerning,  or otherwise make known or
          available  to any person or entity not  confidentially  bound to WCFC,
          any Confidential Information of WCFC, without prior written permission
          of WCFC.  ------------- agrees not to use Confidential Information for
          any purpose other than the implementation of this Agreement,  and then
          such  use  shall  only  be by  employees  and  authorized  independent
          contractors  of WCFC  in the  course  of  performing  this  Agreement.
          ------------  agrees  to take  all  necessary  steps  to  ensure  that
          Confidential  Information  is  not  disclosed  or  distributed  by its
          employees,  Independent  Contractors  or  Agents in  violation  of the
          provisions of this Agreement.

          Upon WCFC's request,  ------------- shall provide WCFC in writing, the
          names of the  persons to whom the  Confidential  Information  has been
          disclosed and/or the steps being taken to maintain the confidentiality
          of WCFC's  Confidential  Information.  THE  DISCLOSING  PARTY MAKES NO

6.   Indemnification

     A.   By WCFC

          WCFC shall indemnify, defend and hold harmless -------------,  against
          any  claim  that  the  Products  infringe  any  copyright,   trademark
          (provided  use of such  trademark  has been in  accordance  with  this
          Agreement),  or trade secret. Each party shall have full authority, at
          its sole option, to defend or settle such claim.  However,  WCFC shall
          fully cooperate in the defense or settlement of such claim,  and shall
          render reasonable  assistance to the other party as required.  If WCFC
          becomes  aware that the  products do or may  infringe any such rights,
          WCFC will either: (i) obtain the right to continue using and licensing
          the  Product,  (ii) replace or modify the Products so that they become
          non-infringing,  or if such  remedies  are not  reasonably  available,
          (iii) require return of the Products,  in which case ------------ will
          promptly refund the  compensation  paid, with respect to such returned

          WCFC will also indemnify  ------------ against claims that information
          provided by WCFC, in accordance with WCFC-approved  speakers' text and
          training,  results in false,  deceptive or misleading  representations
          relating  to WCFC or the  Products.  Other  than as set  forth in this
          Section,  WCFC shall have no liability to -------------  for any claim
          arising from or based on the provision of speaker services.

     B.   By -----------------

          -------------  shall  indemnify  and hold  harmless,  WCFC against any
          claim that information provided to customers by -------------  results
          in false,  deceptive or  misleading  representations,  relating to the
          content of the presentation, WCFC or the Products. Notwithstanding the
          foregoing, --------------, shall not be required to indemnify WCFC, if

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          and its Authorized  Speakers  materially follow the speakers' text and
          training as approved and provided by WCFC.

     C.   Conditions

          The  foregoing  indemnity  shall  be  contingent  upon  the  following
          conditions:  (i) give prompt written notice to the other of any claim,
          demand,  or action for which indemnity is sought as soon as it becomes
          aware of such a claim, demand or action, (ii) fully cooperate,  at the
          expense of the indemnifying party, in the defense or settlement of any
          such claim,  demand, or action; and (iii) obtain the written agreement
          of the other party prior to any  settlement or proposal of settlement,
          which agreement shall not  unreasonably be withheld.  Each party shall
          have the right, at its own expense,  to retain its own attorney in the
          defense of such claim, demand or action.

7.   Prohibited Marketing Activities

          During the course of the seminar, WCFC shall not, and shall not permit
          Authorized Speakers, to make false or misleading representations, with
          regard to WCFC or its Products.  ------------ shall not, and shall not
          employ  or  cooperate  in  the   publication  or  employment  of,  any
          misleading or deceptive  advertising with regard to the Products.  Nor
          shall ------------ make  representations,  warranties or guarantees to
          WCFC  attendees  or to the trade with  respect to the  specifications,
          features or capabilities  of the Products,  other than those which are
          consistent with the then-current sales literature and documentation of

8.   Ownership, Reproduction and Use

     A.   Proprietary Rights

          -----------  acknowledges  that WCFC is the owner or  licensee  of all
          copyrights and other proprietary  rights to the Products.  -----------
          shall not remove, destroy, obfuscate or conceal any copyright or other
          proprietary markings or confidential legends, placed upon or contained
          within  the  Products,  and will not  duplicate  or modify  all or any
          portion of the Products, unless expressly authorized by WCFC.

     B.   Return of Materials

          Upon  termination  of this  Agreement,  or earlier  if WCFC  requires,
          -------------  agrees to deliver  to and leave with WCFC,  any and all
          objects,   materials,   documents   or  devices   (including   without
          limitation, all documents, records, notebooks,  recordings,  drawings,
          video  and  audio  tapes,  seminar  instructional   materials,   sales
          literature, prototypes, models, schematic diagrams, computer programs,
          customer lists and other  materials  belonging to WCFC  (regardless of
          the  media on which  they are  stored)  and  similar  repositories  or
          objects,  which  describe,  depict,  contain,  constitute,  reflect or
          record   Confidential   Information,   and  all  copies  thereof,   in
          ------------'s  possession  or  under  its  control,  whether  or  not
          prepared by --------------.

9.   Use of Voice, Photographs, Audio and Video Tapes

          --------------  grants to WCFC  permission to use,  reuse,  broadcast,
          display,  reproduce,  distribute and reprint,  in any form and through

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          media, the image or likeness in a photograph, videotape, film, digital
          medium,  illustration  or art work, the name,  voice and  biographical
          information  of  the  Authorized  Speaker.  This  grant  shall  be for
          purposes of advertising or marketing WCFC Products.

10.  Non-Solicitation

          During the term of this  Agreement,  and for a period of two (2) years
          thereafter -------------- shall not, directly or indirectly,  solicit,
          divert or appropriate  (or attempt to solicit,  divert or appropriate)
          to or for himself or any other third party,  any person or entity that
          is or was a customer  or  prospective  customer  of WCFC  during  such
          non-solicitation  period.  During the term of this Agreement and for a
          period of one (1) year thereafter, ------------ shall not, directly or
          indirectly,  solicit,  divert or hire  away (or  attempt  to  solicit,
          divert,  or hire  away) to or for  himself  or any  third  party,  any
          employee of WCFC, whether or not such employee is full-time, part-time
          or temporary,  whether or not such employment is pursuant to a written
          agreement  and  whether  or not such  employment  is for a  determined
          period or terminable at will.

11.  Disclosure of Proposed Employment

          ------------  agrees  that  before it agrees  to  undertake  any other
          employment,  consultancy or independent contractor  relationship,  for
          itself or with a third  party,  that will  utilize or involve  subject
          matter  related  to  activities  of  the  type  contemplated  by  this
          Agreement or in which WCFC is involved,  ------------  shall give WCFC
          reasonable  advance notice of no less than thirty (30) days, and fully
          disclose  the  proposed   employment,   consultancy,   or  independent
          contractor  relationship to WCFC.  -------------'s duty to give notice
          and disclose  under this Section shall apply during the Effective Date
          of this  Agreement  and during the period of time the  non-competition
          provisions of Section 10 above are in full force and effect.

12.  Injunctive Relief

          -------------  acknowledges  that the breach or  threatened  breach of
          this Agreement would cause irreparable  injury to WCFC, that could not
          be adequately compensated by money damages. Accordingly, WCFC may seek
          and  obtain  a  restraining   order  and/or   injunction   prohibiting
          -------------'s breach or threatened breach of this Agreement, without
          the need to prove damages or losses, in addition to any other legal or
          equitable remedies that may be available.

13.  Termination

     A.   Termination for Cause

          Either party hereto, may terminate this Agreement upon (a) thirty (30)
          days written notice to the other,  or following any material breach or
          omission  by the  other  with  respect  to any  term,  representation,
          warranty,  condition,  or covenant hereof, and (b) the failure of such
          other party to cure such breach or omission prior to the expiration of
          such 30-day period.

     B.   Automatic Termination

          This  Agreement  shall  terminate  automatically  if (I) a receiver is
          appointed  for any  party or its  property;  (ii) any  party  makes an
          assignment for the benefit of its creditors; (iii) any proceedings are
          commenced  by,  for  or  against  any  party  under  any   bankruptcy,
          insolvency  or debtor's  relief law;  (iv) any party is  liquidated or
          dissolved; or (v) --------- comes under the direct or indirect control

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          any person, firm, company or entity manufactures, markets or otherwise
          deals with any products which compete with WCFC products or services.

     C.   Termination Without Cause

          Any party may terminate this Agreement for any reason upon thirty (30)
          days written notice.

     D.   Effect of Termination

          Upon  termination of this Agreement,  ------------  shall  immediately
          cease to hold itself out as representing or performing any Services on
          behalf  of or for WCFC,  and shall  return  all WCFC  property  in its
          possession in accordance with Section 8B.

     E.   Final Accounting

          Following the normal  reporting  timetable under this  Agreement,  the
          parties will render a complete and final  accounting and will promptly
          pay all moneys due each other.

14.  Entire Agreement

          This  Agreement,  Exhibits  and any Work  Orders  contain  the  entire
          understanding  and  agreement  of the parties  with respect to matters
          addressed  herein,   and  supersedes  any  prior   understandings  and
          agreements among them respecting the subject matter of this Agreement.

15.  Severability

          If one or more of the provisions contained in this Agreement shall for
          any  reason be held to be  unenforceable  or  excessively  broad as to
          time,  duration,  scope,  activity or subject,  such provision will be
          construed,  by limiting or reducing it, so as to be enforceable to the
          extent  compatible  with the then  applicable law. If any provision of
          this Agreement,  or the application of such provision to any person or
          circumstance,  shall be held invalid, the remainder of this Agreement,
          or the application of such provision to persons or circumstances other
          than  those as to  which it is held  invalid,  shall  not be  affected

16.  Waiver

          Waiver by any party of one or more terms,  conditions or defaults,  of
          this  Agreement,  shall not constitute a waiver of the remaining terms
          and conditions of any future defaults of this Agreement.

17.  Notices

          All notices and other communications  required or permitted under this
          Agreement  shall be validly  given,  made, or served if in writing and
          delivered  personally or sent by registered  mail, to the other party,
          at the address  listed in the  preamble.  Each party may, by notice to
          the other as provided herein, designate a different address.

18.  Survival of Certain Provisions

          WCFC's rights and obligations and --------' rights and obligations, as
          the  provided in  Sections 3, 4D, 4F, 5, 6, 8,10,  11, 14, 15, 19, 21,
          22, 23 and 26, will survive the termination,  for any reason,  of this

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19.  Governing Law; Jurisdiction

     This Agreement and the rights and obligations of the parties herein,  shall
     be construed in  accordance  with the laws of the State of  Washington  and
     applicable  federal law.  ------------  hereby consents to the jurisdiction
     and venue of the courts of the State of  Washington  or any  federal  court
     located in such state.

20.  Assignment

     ----------  shall not assign its  interest in this  Agreement,  without the
     express written consent of WCFC.

21.  Attorneys Fees

     The  prevailing  party in  disputes  relating  to this  Agreement  shall be
     entitled to the award of reasonable  attorney fees,  necessary expenses and
     costs  of  collection  and  enforcement,   whether  or  not  litigation  is

22.  Independent Agreement

     The  benefits  provided  hereunder  are  independent  and  unrelated to any
     payments,  benefits,  rights  or  interest  of  ------------  in any  other
     agreements or arrangements  between WCFC and -----------.  The existence of
     any  claim or  cause of  action  by  -----------  against  WCFC  shall  not
     constitute  a  defense  to the  enforcement  of this  Agreement  or  excuse
     performance of the obligations assumed by -------------.  The provisions of
     this  Agreement  shall not be  construed as limiting any rights or remedies
     that WCFC may otherwise have under applicable law.

23.  Arbitration

     A.   All disputes  arising out of or under this Agreement,  which cannot be
          settled  by  agreement  of the  parties,  shall  be  submitted  to the
          American  Arbitration  Association  (AAA), to be heard in King County,
          Washington,  under the rules  then in force,  or such  other  rules or
          venue agreed upon by the parties.  The prevailing party in any dispute
          shall be reimbursed all of its reasonable costs,  including reasonable
          attorney's fees by the other party.

     B.   The  aggrieved  person can  initiate  arbitration  by sending  written
          notice of an intention to arbitrate by registered or certified mail to
          all parties and to AAA. The notice must contain a  description  of the
          dispute,  the amount  involved (if any) and the remedy sought.  If and
          when a demand for arbitration is made by any party,  the parties agree
          to execute a Submission Agreement,  provided by AAA, setting forth the
          rights of the  parties  if the case is  arbitrated,  and the rules and
          procedures  to be followed  at the  arbitration  hearing.  The parties
          shall  agree on a jurist  from the AAA  panel.  If they are  unable to
          agree,  AAA will provide a list of three  available  panel members and
          each  party may  strike  one.  The  remaining  judge will serve as the

     C.   Prior to the  arbitration  hearing,  the parties to the dispute  shall
          mediate any dispute  before a mediator of their mutual  choosing or as
          selected by the arbitrator form the AAA panel.

     D.   The  arbitrator  may, at a minimum,  hear summary  motions,  make such
          procedural rulings as he or she may deem appropriate,  and resolve all
          questions of fact or

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          law. The arbitrator may make monetary awards consistent with the terms
          of this Agreement and award commercially  reasonable interest thereon.
          The arbitrator has the authority to award reasonable  attorneys' fees,
          arbitrators'  fees,  costs  and  other  reasonable  expenses,  to  the
          prevailing  party in the dispute,  provided  each party to the dispute
          must pay its own witness fees.

24.  Further Action

     The  parties  hereto  shall  execute  and  deliver  documents,  provide all
     information and take or forbear from all such action as may be necessary or
     appropriate to achieve the purposes of the Agreement.

25.  Counterparts

     This Agreement may be executed in several counterparts and all so executed,
     shall  constitute  one  Agreement,  binding on all the parties  hereto even
     though,  all the parties are not  signatories  to the  original or the same

26.  Parties in Interest

     Nothing  herein shall be  construed  to benefit any third party,  nor is it
     intended that any provision shall be for the benefit of any third party.

IN WITNESS  WHEREOF,  the parties have entered into this Agreement by their duly
authorized representatives, as of the Effective Date written above.


By: --------------------------------------
Name:        Kiman A. Lucas
Title:       General Counsel

By: --------------------------------------
Name:        -----------------------------
Title:       Speaker

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                                    EXHIBIT A

                               AUTHORIZED SPEAKERS


Page 11 of 13 - Speaker Agreement, between WCFC and -------------------


                                    EXHIBIT B


Products to be sold and promoted by  -------------,  shall  include,  but not be
limited to:

1.  Wall Street Workshop Seminars
2.  Semper Financial Convention
3.  Zero to Zillion Tape Set
4.  Financial Clinic Seminars
5.  Next Step Seminars
6.  Real Estate Workshop Seminars
7.  Financial Fortress Tape Set
8.  Cook University
9.  Wealth Information Network
10. The Support Package
11. Fortify Your Income
12. Executive Retreat
13. Wealth Academy

Seminars to be taught by Authorized Speaker,  shall include,  but not be limited

1.  Financial Clinic
2.  Wall Street Workshop Seminars
3.  Fortify Your Income
4.  Semper Financial Convention
5.  The Support Package

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                                    EXHIBIT C

                               SPEAKER WORK ORDER

The  following  is a request for Services to be provided by  -------------.  All
services  provided  under this Work Order shall be in compliance  with the Terms
and Conditions of the Speaker Agreement  currently in effect between  ----------
and Wade Cook Financial Corporation.

1.  Name of WCFC Subsidiary Requesting Services:

2.  Name of Event:

3.  Date of Event:

4.  Location of Event:

5.  Contact Person:

6.  Services to be Provided:

7.  Primary Speaker Compensation:

     --- Base Compensation of six percent (6%) of gross sales

     --- Travel - one percent (1%) of gross sales

     --- Additional Compensation

          --- Video taping this event - one percent (1%) of gross sales

          --- Content and Testing - one percent (1%) of gross sales

     Total Compensation for this Event is ---- percent of gross sales

Conditions accepted by:

                      Authorized Speaker

Dated: ---------------------------------

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