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Open-Ended Product Agreement [Amendment No. 3] - Wade Cook Financial Corp. and Wade B. Cook

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                               THIRD AMENDMENT TO
                          OPEN-ENDED PRODUCT AGREEMENT

     This  Third  Amendment  to  Open-Ended   Product   Agreement  (the  "Second
Amendment") is entered into this 30th day of June, 2001 by and between Wade Cook
Financial  Corporation  a  Nevada  Corporation  or  its  assigns  (collectively,
"WCFC"),   and  Wade  B.  Cook  a  married  individual,   or  assigns  ("Cook"),
(collectively, the "Parties").


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 the greater of $5,000,000 or five
percent (5%) of gross sales revenue  received from sales of such Products.  WCFC
and Cook  subsequently  entered into a Second  Amendment to  Open-Ended  Product
Agreement  dated  December  15, 2000,  pursuant to which Cook again  amended his
royalty rate to 3.5% of gross sales revenue.

C. Cook is a substantial  shareholder in WCFC and as such, has a vested interest
in the  continuing  profitability  of WCFC.  WCFC and cook desire to again amend
Cook's royalty rate under the Product Agreement as amended.


     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.   Amendments

          1.1  Royalties.  The Parties agree that the first paragraph of Section
5 of the Product  Agreement,  as amended,  shall be deleted in its  entirety and
replaced with the following:

     WCFC shall pay Cook a royalty  of up to five  percent  (5%) of gross  sales
     revenue  received from sales of products  listed  hereunder  minus refunds,
     returns  and  sales  taxes  collected,  if  any  ("Gross  Sales  Revenue");
     provided,  the company is profitable at the end of each calendar quarter in
     which Gross Sales Revenue is received. No royalties shall be due on Product
     given away for free.  Royalties shall be paid quarterly on or before May 1,
     August 1, November 1, and February 1 for all Gross Sales  Revenue  received
     in the quarter  ending the previous  March 31, June 30,  September  30, and
     December  31,  respectively.  Cook shall be entitled to take draws  against
     royalties up to a maximum of $500,000.00 per quarter.

          1.2  Investments  Assigned to Cook in Lieu of Unpaid  Royalties.  WCFC
and Cook agree that certain  investments  made by WCFC or any of its  subsidiary
entities  may be  assigned  to Cook in lieu of  payment of  royalties;  provide,
however, that such investments only

Third Amendment to Open-Ended Product Agreement                     Page 1 of 2

may be assigned in lieu of royalties  due  hereunder if both Cook and WCFC agree
upon such  assignment.  The Parties  further agree that is such an assignment of
investments takes place, the initial book value of the investments  assigned, as
reflected on WCFC's books, shall be used to determine how much should be applied
against  any  royalties  otherwise  due Cook  under the  Product  Agreement,  as

          1.3  Modification  of Exhibit A. The Parties  agree that  Exhibit A to
the Product  Agreement  is hereby  deleted and shall be replaced in its entirety
with a new exhibit  substantially  in the form attached hereto and  incorporated
herein as Exhibit A.

     2.   Effective  Date. The effective date of this Amendment shall be July 1,

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

     4.   Couterparts.  This  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,
as amended, remain binding and in effect.

EXECUTED as of the date first written above.

                                   Wade Cook Financial Financial Corporation,
                                   a Washington corporation

                                   /s/ Cynthia C. Britten, CFO
                                   By:  Cynthia C. Britten
                                   Its:  Chief Financial Officer

                                   /s/ Wade B. Cook
                                   Wade B. Cook

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