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Publishing Agreement [Wall Street Money Machine] - Wade B. Cook and Lighthouse Publishing Group Inc.

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                        LIGHTHOUSE PUBLISHING GROUP, INC.
                              PUBLISHING AGREEMENT

        This AGREEMENT hereby replaces in whole the Agreement entitled
"Lighthouse Publishing Group, Inc. Publishing Agreement" dated February 1, 1996,
between Wade Cook Seminars and Lighthouse Publishing Group, Inc.

        This AGREEMENT is effective the 1st day of February 1996 , between Wade
B. Cook of Seattle, Washington (hereinafter called the Author) and Lighthouse
Publishing Group, Inc. , whose principal place of business is at 14675
Interurban Avenue South, Seattle, Washington, 98168-4664, (hereinafter called
the Publisher).

I. GRANT OF              The Author hereby grants, assigns, and transfers to the
    RIGHTS           Publisher the following exclusive rights and privileges to
                     and in connection with a Work, presently entitled Wall
                     Street Money Machine which Work is a book.

                         A. The sole and exclusive book publication rights in
                     the United States, its territories, dependencies, and
                     possessions, the Republic of the Philippines, and Canada,
                     and the right to sell copies of the Work in the open market
                     throughout the world.

                         B. The sole and exclusive subsidiary publication and
                     performance rights set forth in Article VIIA below. These
                     subsidiary publication and performance rights are granted
                     to the Publisher for the United States, its territories,
                     dependencies, and possessions, the Republic of the
                     Philippines, and Canada, and include the right to authorize
                     others to exercise in any foreign country any of the rights
                     granted to the Publisher.

II. COPYRIGHT            It is understood and greed that the copyright shall be
                     secured by the Publisher in the name of the book and the
                     Publisher is hereby authorized to take all steps required
                     to secure such copyright in the United States of America.
                     The Publisher agrees to print an appropriate copyright
                     notice in each and every copy of the published work and to
                     require all parties to whom it grants licenses in
                     connection with the work to do the same. The party in whose
                     name copyright is registered shall hold for the benefit of
                     the other such rights as the equities hereby created may
                     prescribe. Unless it specifically agrees to do so in
                     writing, the Publisher shall not be responsible for
                     securing any copyright outside the United States of

III. MANUSCRIPT          The Author agrees to deliver to the Publisher not later
                     than February 28 , 1996 three finally revised copies of the
                     manuscript, approximately 70,000 words in length,
                     satisfactory in form, style, and content and acceptable to
                     the Publisher in its sole judgment and discretion.

     FORM OF             A. Unless otherwise agreed in writing, the Author shall
     MANUSCRIPT      furnish promptly and free of charge to the Publisher,
                     complete and ready for reproduction, all drawings, maps,
                     photographs, charts and designs which are a part of or
                     necessary to the text. If the Author fails to supply any
                     necessary drawings, maps, photographs, charts and designs
                     in satisfactory form and within the specified time, the
                     Publishers shall have the right to have them made and the
                     charges and expenses of making them shall be paid for by
                     the Author.

                         B. The Publisher may, at his discretion, cause an index
                     to be made of the work and charge the cost thereof against
                     any sums due the Author hereunder.

     AUTHOR              C. The provisions as to satisfaction and acceptability
     COMPLIANCE      to the Publisher and time of delivery of such copy are
                     material terms of this agreement and upon the Author's
                     failure to comply with any of such provisions, the
                     Publisher may at its option by written notice to the Author
                     terminate this agreement, whereupon the Author shall return
                     to the Publisher all amounts which it may have advance to
                     him. In such event, if the manuscript should be completed
                     subsequently, the Author shall nevertheless be obligated to
                     offer the same to the Publisher, which at its option, shall
                     have the right to publish the same upon the terms of the

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     CORRECTIONS         D. If the Publisher is directed by the Author to make
                     alterations in any proofs from final copy as delivered,
                     which shall cost more than ten percent of the cost of
                     composition of the Work, the Author agrees to pay said
                     excess. The Author shall pay in full for any corrections in
                     the plates which he requires or which are necessary for the
                     correction of actual errors after the plates have been made
                     in conformity with the last proof as corrected by the
                     Author. The Publisher shall upon request keep the Author
                     informed of such excess charges.

     SUBSEQUENT          E. When the Publisher considers it necessary, it shall
     REVISIONS       have the right in its sole discretion to call upon the
                     Author to revise the Work, and the Author shall make such
                     revisions. The provisions of this agreement shall apply to
                     revision of the Work by the Author as though any such
                     revision were the original Work being published for the
                     first time, except that the manuscript of the revised Work
                     shall be delivered in final form by the Author to the
                     Publisher within a reasonable amount of time; further, no
                     initial payment shall be made in connection with such
                     revision. Should the Author not provide the revision within
                     a reasonable time, or should the Author be deceased, the
                     Publisher may have the revision done and charge the cost of
                     such revision against royalties due or that may become due
                     the Author, and may display in the revised Work, and in
                     advertising, the name of the person or persons who revised
                     the Work.

     RETYPING            F. If in the opinion of the publisher it is considered
                     expedient to have the manuscript retyped in as many copies
                     as shall be necessary, the cost of such retyping shall be
                     borne by the Author.

     PUBLISHER'S         G. The Publisher shall be free to prepare the
     DETERMINATION   manuscript of the Work for the printer in such manner as
                     shall be consistent with their publishing house style. All
                     details as to the manner of publication, distribution and
                     advertising, including the format and price of the Work in
                     its manufactured form and the number and distribution of
                     free copies, shall be left to the sole discretion of the

                         H. The Publisher will use the same care in protecting
                     the manuscript and other material supplied to it hereunder
                     as is its customary practice in protecting similar material
                     in its possession, but it shall not be liable for damages,
                     if any, resulting from the loss or destruction of such
                     materials or any part thereof.

IV. ADVANCE              The Publisher will pay to the Author as an advance
                     payment against all monies accruing to the Author under
                     this agreement the sum of: None

V. ROYALTIES             A. The Publisher shall pay to the Author the following
                     royalties on regular net sales, other than sales falling
                     within (B) through (F) below on the Retail selling price of
                     each copy sold: 10% on all copies sold.

   LIMITED               B. The Publisher shall pay the Author one half of the
   REPRINT           stipulated royalty, as stated above, on all copies sold
   EDITION           from a reprinting of 3,500 copies or less, made after one
                     year from the date of the first publication, this reduced
                     royalty being provided by reason of the increased cost of
                     manufacturing of small reprintings, to enable the Publisher
                     to keep the Work in print and circulation as long as

   SALE OF               C.  Where sheets are sold, except as a remainder, the
   SHEETS            percentage of royalty shall  be the same as for bound
                     books and shall be calculated on the net amount received by
                     the Publisher.

   FREE COPIES           D.  No royalties shall be paid on copies furnished
                     gratis to the Author, or for review, advertising, samples
                     or like purposes.

   EXCERPTS              E. The Author grants sole and exclusive rights to the
   PERMISSIONS       Publisher in the exercise of its discretion, to grant
                     permission to publish extracts from the Work, whether or
                     not a fee shall be collected on the Work for such use, the
                     Publisher warranting to make no gratuitous grants of
                     permissions, except as shall, in its estimate, advance the
                     sale of the Work or enhance the public esteem of the
                     Author; the Publisher shall pay to the Author one half of
                     all sums of money received as compensation for such grants
                     of permission to reprint extracts.

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                         The Publisher is authorized to permit publication of
                     the Work in Braille, or photographing, recording and/or
                     microfilming the Work for the physically handicapped
                     without payment of fees and without compensation to the
                     Author, providing no compensation is received by the
                     Publisher. In case a compensation is received, the
                     Publisher shall pay the Author fifty percent (50%) of the

VI. REMAINDERS           A. If, in the opinion of the Publisher, the Work shall
- OVERSTOCK          become unsalable in the ordinary channels of the trade the
                     Publisher may at its option sell part or all of the
                     remaining copies as "remainders" after first informing the
                     Author of its intention to do so.

                         B. The Author shall receive a royalty of ten percent of
                     the amount of the Publisher's sale price secured over the
                     cost of production for all copies of overstock which the
                     Publisher deems it expedient to sell at "remainder" prices,
                     i.e., at less than half of the catalog retail price, except
                     when these are sold at or below cost, in which case no
                     royalty shall be paid.

VII. SUBSIDIARY          A.  The further and additional rights referred to in
RIGHTS               this agreement are hereby defined to include the rights
                     enumerated below, and are to be shared by the Author and
                     the Publisher in the percentage indicated, less only such
                     direct expenses, including agent's commissions, as shall be
                     incurred by the Publisher in disposing of such rights:

                                                                                    To Author   To Publisher
                     <S>                                                           <C>        <C>
                     1.  Abridgment, condensation, or digest...........................50%           50%
                     2.  Anthology or quotation........................................50%           50%
                     3.  Book clubs or similar organizations...........................50%           50%
                     4.  Reprint.......................................................50%           50%
                     5.  Special editions..............................................50%           50%
                     6.  Second serial and syndication (including reproduction in
                            compilations, magazines, newspapers, or books).............50%           50%

                         B. All revenue derived from the sale of rights not
                     specifically enumerated, whether now in existence or
                     hereinafter coming into existence, shall be shared equally
                     by the Author and the Publisher.

                         C. All such rights shall be disposed of by the sale,
                     lease, license, or otherwise by the Publisher who for that
                     purpose is constituted the attorney-in-fact of the Author.
                     The Author agrees to sign, make, execute, deliver and
                     acknowledge all such papers, documents and agreements as
                     may be necessary to effectuate the grants hereinabove
                     contemplated. In the event that the Author shall fail to do
                     so, they may be signed, executed, delivered and
                     acknowledged by the Publisher as the attorney-in-fact of
                     the Author with the same full force and effect as if signed
                     by the Author. All sums due under this Agreement shall be
                     paid to the Author's agent Money Chef, Inc. or other
                     designated agent. whose receipt shall be a full and valid
                     discharge of the Publisher's obligations and who shall act
                     with the authority of the Author in all matters arising out
                     of this agreement.

IX. PUBLICATION          The Publisher, in consideration of the rights granted,
DATE                 agrees to publish the work at its own expense, in such
                     style or styles as the Publisher deems most advisable, not
                     later than 3 months after the Publisher's acceptance of the
                     final revised manuscript (except on account of late
                     delivery of manuscript by the Author, strikes, fires, other
                     contingencies beyond the control of the Publisher or its
                     suppliers, or advisability of postponement because of
                     prospective advantageous trade conditions, in which event
                     publication shall be postponed.)

XI. AUTHOR'S             A. The Author represents and warrants to the Publisher:
WARRANTY             (a) that the work is original; (b) that he is the sole
                     author and proprietor thereof, and has full power to enter
                     into this agreement; c) that the work has not heretofore
                     been published in whole or part in volume form and that he
                     has not entered into or become subject to any contract,
                     agreement or understanding with respect thereto other than
                     this agreement; (d) that if published it will not infringe
                     upon any proprietary right at common law, or any statutory
                     copyright, or any other right whatsoever; and (e) that it
                     is innocent and contains no matter whatsoever that is
                     obscene, libelous, in violation of any right of privacy or
                     otherwise in contravention of law. The Author shall
                     indemnify and hold harmless the Publisher against any
                     damage or judgment, including court costs and attorneys'
                     fees, which may be sustained or recovered against the

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                     by reason of the publication or sale of the Work, arising
                     from anything contained therein. Author shall also
                     reimburse the Publisher for all expenses including court
                     costs, attorneys' fees and amounts paid in settlement,
                     sustained by the Publisher in resisting any claim, demand,
                     suit, action or proceeding asserted or instituted against
                     the Publisher based upon the publication sale of the Work
                     by reason of anything contained therein.
     PLAINTIFF           B. The Author hereby grants to the Publisher the right,
     ACTION          if copyright is in the Author's name, to bring in the name
     COPYRIGHT       of the Author as plaintiff or complainant, any action or
     ASSIGNMENT      proceeding for the enjoining of an infringement of the
                     copyright in the said Work and for any damages resulting
                     therefrom, and the net amount recovered after deducting all
                     expenses of suit shall be divided equally between the
                     Author and Publisher. The copyright shall be assigned by
                     either party to the other on demand, when necessary for
                     bringing, defending or maintaining a copyright action under
                     this agreement, after the termination of which action the
                     copyright shall on demand be reassigned.

     COMPETING           C. The Author will not, without the written consent of
     WORKS           the Publisher, write, print, publish or produce, or cause
                     to be written, printed, published or produced, during the
                     continuance of this contract, any other edition of said
                     Work or any work in any form of a similar character or
                     title tending to interfere with or injure the sale of the
                     Work in any manner.

     AUTHOR'S            D. The Author agrees, in the event that the Author
     PERMISSION      plans to incorporate in the Work any writings or
                     composition previously published elsewhere, to obtain and
                     deliver to the Publisher proper and complete written
                     permission and authorization to reprint same from the owner
                     of the copyright covering same.
XII.                     In case the Publisher fails to keep said Work in print
WITHDRAWAL           and for sale and after written demand from the Author,
OF WORK              declines or neglects to reprint the work within six months
                     and to offer it for sale, or in the event that, after one
                     year from the date of the first publication, the Work in
                     the opinion of the Publisher is no longer merchantable or
                     profitable, and it gives one month's notice to the Author
                     of its desire and intention to discontinue publication,
                     this contract shall terminate and all rights preserved,
                     with any plates of illustrations furnished by the Author
                     and any remaining copies and sheets shall be transferred to
                     the Author, provided that Author shall pay the
                     manufacturing costs (including composition) of such plates
                     and the manufacturing cost of such remaining copies or
                     sheets, in default of which payments the Publisher shall
                     have the rights to destroy any plates and to sell remaining
                     copies or sheets at cost of less, without payment of
                     royalty to the Author upon such copies or sheets. In case
                     of the termination of the contract, if the copyright is in
                     the name of the Publisher it shall assign said copyright to
                     the Author.

                         The Work shall not be considered to be out of print if
                     it is on public sale in any printed edition, in the United
                     States, or if there shall be in existence a contract for
                     cheap edition publication which provides for publication
                     within six (6) months after the work is out of print in the
                     regular edition.

XIII.                    A. If a petition in bankruptcy (as distinguished from
BANKRUPTCY           reorganization or arrangement) shall be filed by the
                     Publisher, or shall be filed against the Publisher and
                     finally sustained, the Author shall have right to buy back,
                     at his option, to be exercised in thirty days, the rights
                     of publication at their fair market value, to be determined
                     by agreement, together with any plates or remaining copies
                     of sheets, at their fair market value, this also to be
                     determined by agreement, and thereupon this contract shall
                     terminate. However, no reversion of rights under this
                     clause shall take place until after the Author has repaid
                     to the Publisher any indebtedness incurred by him and still
                     outstanding under this agreement. If this agreement
                     contains a clause of option on future books by the Author,
                     such clause shall become null and void in event of the
                     Publisher's bankruptcy or receivership.

     AUTHOR'S            B. The Author, upon his written request, shall have the
EXAMINATION          right to examine or cause to be examined through certified
                     public accountants the books of account of the Publisher
                     insofar as such books of account shall relate to the Work.
                     If such examination shall reveal errors of accounting
                     (other than those arising from an interpretation of this
                     agreement) amounting to a sum in excess of ten percent of
                     the total royalties earned in the period under examination
                     to the Author's disadvantage, the costs of such examination
                     shall be borne by the Publisher, otherwise such costs shall
                     be borne by the Author.

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XIV. SEMI-               The Publisher agrees to render semi-annual statements
ANNUAL               of account to March 31st and September 30th of each year,
STATEMENTS           on the succeeding July 1st and January 1st and to
PAYMENTS             make settlements in cash or about said last mentioned
                     dates. In making accountings, the Publisher shall have the
                     right to allow for a reasonable reserve against returns and
                     nonpayment of invoices for copies billed out by the

XV. AUTHOR'S             The Publisher agrees to present to the Author 100 (one
COPIES               hundred) free copies of said Work upon publication, and to
                     permit the Author to purchase from it further copies for
                     its own personal use, at a discount of forty percent off
                     list price. Author shall be billed directly for these
                     copies, and shall make payment therefor within 30 days of
                     invoice date. No consignment sales shall be made to Author.
                     Author shall not receive royalties on sales made to him.


XVI.                     All payments made by Publisher to the Author, whether
RECOVERABLE          under this agreement or not, shall be chargeable against
PAYMENTS             and recoverable from any or all monies accruing to the
                     Author under this contract and for all other contracts
                     between the parties or their assigns.


XVIII. TAX               It is mutually agreed that State, Federal, and Foreign
WITHHOLDING          taxes on the Author's earnings, when paid by the Publisher,
                     are proper charges against the Author's earnings due under
                     this agreement, and may be withheld by the Publisher.

XVIII.                   This agreement shall be binding upon and shall ensure
ASSIGNMENT           to the benefit of the parties hereto, their successors,
                     assigns, executors, administrators and/or personal
                     representatives and may be assigned by either party hereto,
                     except that no assignment by the Author shall be valid
                     against the Publisher unless the Publisher has received
                     written notice therefrom from the Author and has consented
                     to the same in writing.


XIX.                     Any controversy or claim arising out of this agreement
ARBITRATION          or the breach thereof shall be settled by arbitration in
                     accordance with rules then obtaining of the American
                     Arbitration Association, and judgment upon the award may be
                     entered in the highest court of the form, State or Federal,
                     having jurisdiction. Such arbitration shall be held in the
                     City of Seattle, Washington, unless otherwise agreed by the
                     parties. The Author may at his option, in case of failure
                     to pay royalties, refuse to arbitrate, and pursue his legal

XX.                      Any written notice required under any of the provisions
NOTICES              of this agreement shall be deemed to have been properly
                     served by delivery in person or by mailing the same to the
                     parties hereto at the addresses set forth above, except as
                     the addresses may be changed by notice in writing;
                     provided, however, that notices of termination shall be
                     sent by registered mail.

XXI.                     A waiver of any breach of this agreement or of any of
WAIVER               the terms or conditions by either party thereto shall not
                     be deemed a waiver of any repetition of such breach or in
                     any wise affect any other terms or conditions hereof; no
                     waiver shall be valid or binding unless it shall be in
                     writing, and signed by the parties.

XXII. DELIVERY       This agreement shall not be binding on either the
OF CONTRACT          Publisher or the Author unless it is signed by both parties
                     and delivered to the Publisher within a period of two
                     months from the date of the agreement.

The changes, alterations and interlineations made in Articles VII, X, XVI of
this contract and the additional Articles numbered NONE made and added before
execution hereof.

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     IN WITNESS WHEREOF, the parties hereto have hereunto affixed their
respective hands and seals the day and year first above written.


     /s/ JERALD MILLER                       /s/ WADE B. COOK
-------------------------------          -------------------------------
By:  Jerald Miller                       Wade B. Cook, Author

     6-26-97                                  6-26-97
-------------------------------          -------------------------------
Date:                                    Date:

     /s/ JODI COVAL                             /s/ ROBIN ANDERSON
-------------------------------          -------------------------------
Witness                                  Witness
Name:    Jodi Coval                      Name:      Robin Anderson

     06/26/97                                      6/26/97
-------------------------------          -------------------------------
Date:                                    Date: