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Sample Business Contracts

Promissory Note - Sun Life Assurance Co. of Canada and Stock Market Institute of Learning Inc.

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                                 PROMISSORY NOTE

1.   DEFINED TERMS. As used in this  Promissory  Note, the following terms shall
     have the following meanings:

     1.1  Borrower:   Stock  Market  Institute  of  Learning,   Inc.,  a  Nevada
          corporation, its successors and assigns.

     1.2  Lender: Sun Life Assurance Company of Canada, a Canadian  corporation,
          together with other holders from time to time of this Note.

     1.3. Guarantor(s): Wade Cook Financial Corporation, a Nevada corporation.

     1.4  Principal Sum: $3,000,000.

     1.5  Monthly Payment: $29,322.78.

     1.6  Date of Disbursement: December 22, 1999

     1.7  Interest Rate: 8.375% per annum.

     1.8  Default Rate: five percent (5%) more than the Interest Rate.

     1.9  Maturity Date: January 1, 2015.

     1.10 Amortization Period: Fifteen (15) years from the First Payment Date.

     1.11 Interest  Only Payment Date:  January 1, 2000,  being the first day of
          the first month after the Date of Disbursement.

     1.12 First  Payment  Date:  February  1,  2000,  being the first day of the
          second month after the Date of Disbursement.

     1.13 Lender's Payment  Address:  c/o Draper Hergert Shaw, Inc., 9706 Fourth
          Avenue N.E., Suite 201, Seattle, Washington 98115

     1.14 Permitted Prepayment Period: the period commencing on January 1, 2005,
          and ending on the Maturity Date, subject to and in accordance with the
          provisions of Paragraphs 12 and 13 of this Note,

     1.15 Mortgage:  a Deed of Trust,  Security  Agreement and Fixture Filing of
          even date with this Note  from  Borrower  to, or for the  benefit  of,
          Lender,  which secures  Borrower's  obligations  hereunder,  and which
          covers property in King County,  Washington,  and all modifications or
          amendments thereto or extensions thereof.

     1.16 Loan Documents,  Insurance  Proceeds,  Laws, Taking Proceeds,  Secured
          Debt, Property,  and Event of Default: shall have the same meanings as
          in the Mortgage.  The Loan Documents are  incorporated  herein by this
          reference.


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2.   DEBT. For value received,  Borrower promises to pay to the order of Lender,
     the  Principal  Sum with  interest  on  unpaid  principal  from the Date of
     Disbursement  at the  Interest  Rate.  Interest  shall be  calculated  on a
     360-day year of twelve 30-day months.

3.   PAYMENTS.  Borrower shall pay the Monthly  Payment to Lender  commencing on
     the First Payment Date and continuing on each monthly  anniversary  thereof
     until the  Maturity  Date.  If a payment  date is a  non-business  day, the
     Monthly Payment shall be due on the next business day. On the Interest Only
     Payment Date, Borrower shall pay the interest then due and accrued from the
     Date of Disbursement.

     On the Maturity  Date,  Borrower shall pay to Lender the entire then unpaid
     balance of principal and interest. Lender shall have no obligation, express
     or implied, to refinance the "balloon payment" then due.

     All payments shall be made in lawful money of the United States of America,
     in immediately  available funds, at Lender's  Payment  Address,  or at such
     other place as Lender may from time to time designate in writing.

4.   LATE CHARGE AND ADDITIONAL  INTEREST.  Borrower  recognizes that if it does
     not make the  Monthly  Payments  when due,  Lender  will  incur  additional
     administrative  expenses in  servicing  the loan,  will lose the use of the
     money due and will be  frustrated  in meeting its other  financial and loan
     commitments.  Lender and Borrower  acknowledge that different methods could
     be used to calculate  Lender's actual damages if the Monthly Payment is not
     made when due. To avoid  disputes  over which method shall apply,  Borrower
     agrees  that a late  charge  equal  to four  percent  (4%) of each  Monthly
     Payment which is not made when due is a reasonable  method for  calculating
     said  damages.  Borrower  shall pay such late charge to Lender  immediately
     after the due date for each Monthly Payment which is not made when due. The
     payment of such late  charge  shall not affect  Lender's  other  rights and
     remedies under this Note and the other Loan Documents.

     All  expenditures  by Lender  pursuant  to the Loan  Documents,  other than
     advances  of the  Principal  Sum,  which  are not  reimbursed  by  Borrower
     immediately  upon demand;  all amounts  remaining  due and unpaid after the
     Maturity  Date;  and any amounts  due and unpaid  after an Event of Default
     (including late charges) shall bear interest at the Default Rate until such
     amounts are paid to Lender.  Such payments sh3ll be in addition to the late
     charge described above.

5.   APPLICATION OF PAYMENTS. Unless Lender elects other/vise, all sums received
     by Lender in  payment  hereunder  shall be applied  first to late  charges,
     costs  of  collection  or  enforcement,  all  expenditures  made by  Lender
     pursuant to the Loan Documents,  and any other similar amounts due, if any,
     under this Note and the other Loan Documents,  then to amounts due pursuant
     to  Paragraph  13 of this Note,  then to interest  which is due and payable
     under this Note and the  remainder to principal  due and payable under this
     Note. If an Event of Default has occurred arid is continuing, such payments
     may be applied to sums due  hereunder or under the other Loan  Documents in
     any  order  and  combination  that  Lender  may,  in its  sole  discretion,
     determine.

6.   WAIVERS.  Borrower  waives  presentment  for  payment,  demand,  notice  of
     nonpayment,  notice of intention to  accelerate  the maturity of this Note,
     diligence in collection,


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<PAGE>


     commencement of suit against any obligor, notice of protest, and protest of
     this  Note  and  all  other  notices  in  connection   with  the  delivery,
     acceptance,  performance,  default or  enforcement  of the  payment of this
     Note,  before or after  maturity  of this Note,  with or without  notice to
     Borrower,  and agrees that Borrower's  liability shall not be in any manner
     affected  by  any  indulgence,   extension  of  time,  renewal,  waiver  or
     modification  granted or consented to by Lender.  Borrower  consents to any
     and all extensions of time, renewals,  waivers or modifications that may be
     granted by Lender with respect to the payment or other  provisions  of this
     Note,  and to any  substitution,  exchange or release of the collateral for
     this  Note,  or any part  thereof,  with or  without  substitution  of said
     collateral,  and agrees to the  addition or release of any  guarantor,  all
     whether primarily or secondarily  liable,  before or after maturity of this
     Note, with or without notice to Borrower,  and without affecting Borrower's
     liability under this Note.

7.   NO USURY. Lender and Borrower intend to comply at all times with applicable
     usury laws.  If, at any time,  such laws would render  usurious any amounts
     called for under this Note or the other Loan  Documents,  it is  Borrower's
     and Lender's express intention that Borrower shall never be required to pay
     interest on this Note at a rate in excess of the  maximum  lawful rate then
     allowed.  The  provisions of this  Paragraph 7 shall control over all other
     provisions  of this  Note and the  other  Loan  Documents  which  may be in
     apparent  conflict  hereunder.  Any  excess  amount  shall  be  immediately
     credited on the  principal  balance of this Note (or, if this Note has been
     fully paid,  refunded by Lender to  Borrower),  and the  provisions  hereof
     shall be immediately reformed, and the amounts thereafter collectible under
     this Note shall be reduced,  without the  necessity of the execution of any
     further documents,  so as to comply with the then applicable law, but so as
     to permit the  recovery of the fullest  amount  otherwise  called for under
     this Note. Any such crediting or refund shall not cure or waive any default
     by Borrower under this Note or the other Loan  Documents.  Borrower  agrees
     that in determining  whether or not any interest payable under this Note or
     the other Loan  Documents  exceeds the highest rate not  prohibited by law,
     any non-principal payment (except payments specifically stated in this Note
     or in the  other  Loan  Documents  to be  "interest"),  including,  without
     limitation,  prepayment  indemnification  and late charges,  shall,  to the
     maximum   extent  not   prohibited   by  law,  be  an   expense,   fee,  or
     indemnification  amount rather than interest.  The term "applicable law" as
     used in this Note shall mean the laws of the state in which the Property is
     located or the laws of the United States,  whichever laws allow the greater
     rate of  interest,  as such laws now exist or may be  changed or amended or
     come into effect in the future.

8.   ACCELERATION AND OTHER REMEDIES.  The rights and remedies of Lender are set
     forth in the other Loan  Documents  and include,  without  limitation,  the
     right to declare the Secured Debt,  including the principal balance of this
     Note and accrued interest,  immediately due and payable in case of an Event
     of Default.

9.   JOINTAND,  SEVERAL  LIABILITY.  If there is more  than  one  Borrower,  the
     obligations and covenants of each Borrower shall be joint and several.

10.  AMENDMENTS.  This Note may not be changed or amended orally, but only by an
     agreement  in writing,  signed by the party  against  whom  enforcement  is
     sought.

11.  GOVERNING  LAW.  This Note shall be governed by and construed in accordance
     with the laws of the state in which the Property is located.


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<PAGE>


12.  PREPAYMENT.  Except as set forth herein below, Borrower shell have no right
     to prepay,  and Lender shall have no obligation to accept tendered payments
     of, any portion of the unpaid  Principal  Sum  outstanding  under this Note
     prior to the beginning of the  Permitted  Prepayment  Period.  Borrower may
     prepay the entire unpaid Principal Sum (but not any lesser amount except as
     set forth herein  below) (the  "Amount  Prepaid"),  with  accrued  interest
     thereon to the date of prepayment,  on any date on which a Monthly  Payment
     is due after the beginning of the Permitted  Prepayment Period, Upon thirty
     (30) days'.  prior  written  notice to Lender of its  intention  to prepay,
     provided  that Borrower  pays,  at the time of  prepayment  and in addition
     thereto,  the amounts  required to be paid pursuant to Paragraph 13 of this
     Note and all other sums due under  this Note and the other Loan  Documents.
     The date fixed for  prepayment  in such notice  shall  become the  Maturity
     Date,  except  that for the  purpose of  calculating  the  amounts  payable
     pursuant to  Paragraph 13 of this Note,  the  Maturity  Date shall mean the
     date set forth in  Paragraph  1.9 of this  Note.  Notwithstanding  anything
     contained in this  Paragraph 12 and in Paragraph 13 below to the  contrary,
     at any  time  after  the  Date  of  Disbursement,  including  prior  to the
     Permitted  Prepayment Period,  Borrower may prepay in any one calendar year
     ten  percent  (10%) of the  principal  balance of this Note  which  remains
     unpaid on  January 1 of said  calendar  year,  on a  non-cumulative  basis,
     without payment of the amounts required to be paid pursuant to Paragraph 13
     of this  Note.  The total  amount  which  may be  prepaid  pursuant  to the
     preceding sentence is $1,000,000.

13.  PREPAYMENT  INDEMNIFICATION.  Borrower shall  indemnify  Lender against any
     loss,  damage and expense Lender incurs if the unpaid Principal Sum is paid
     prior to the  Maturity  Date for any  reason  except  (i) a payment  of the
     entire unpaid Principal Sum, with accrued and unpaid interest,  made within
     ninety (90) days of the Maturity Date or (ii) any  application by Lender of
     Insurance  Proceeds or Taking  Proceeds to  reduction  of the Secured  Debt
     pursuant to the other Loan Documents.  Lender and Borrower acknowledge that
     different methods could be used to calculate Lender's actual damages if the
     unpaid  Principal Sum is paid prior to the Maturity Date. To avoid disputes
     over which  method  shall apply,  Borrower  agrees that the  following is a
     reasonable method to calculate damages in such case, and Borrower shall pay
     to Lender a prepayment premium in an amount equal to the greater of:

     (a) two percent (2%) of the then unpaid Principal Sum; or

     (b)  the  Discounted  Yield  Maintenance  Prepayment  Fee,  as  hereinafter
          defined.  For  purposes  of this  Paragraph  13,  the  term  "Treasury
          Security"  shall mean the U.S.  Treasury  bill,  note or bond having a
          maturity date most closely  equivalent  to the Maturity  Date. If more
          than one such  bill,  note or bond  matures  in the same  month as the
          Maturity  Date,  the bill,  note or bond with a coupon  interest  rate
          closest to the  Interest  Rate  shall be the  Treasury  Security.  For
          purposes of this  Paragraph 13, the term  "Treasury  Yield" shall mean
          the per annum yield to maturity of the Treasury Security, as published
          in the Wall Street  Journal on the fifth (5th)  business  day prior to
          the date of prepayment.

          If  the  Interest  Rate  is  greater  than  the  Treasury  Yield,  the
          difference  between the Interest Rate and the Treasury  Yield shall be
          divided by twelve (12) and multiplied by the then unpaid Principal Sum
          to determine the monthly payment


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<PAGE>


          differential.  The  present  value of the  series of  monthly  payment
          differentials for the number of whole and partial months from the date
          of  prepayment  to the  Maturity  Date shall be  calculated  using the
          Treasury Yield as the discount rate, compounded monthly. The resulting
          sum of all the discounted monthly payment  differentials  shall be the
          Discounted Yield Maintenance Prepayment Fee.

          If the Interest Rate is equal to or less than the Treasury Yield,  the
          prepaym6nt  premium  shall  be two  percent  (2%) of the  then  unpaid
          Principal Sum.

          In addition to the foregoing prepayment premium, Borrower shall pay to
          Lender  on  account  of such  prepayment  the  amount  (the  "Lender's
          Reinvestment Expense"), as reasonably estimated by Lender, of Lender's
          reasonable out-of-pocket costs and expenses in re-investing the Amount
          Prepaid,  including,  without  limitation,  transaction and processing
          fees and  costs,  legal  fees and  brokerage  expenses,  and  Lender's
          expenses in terminating any servicing agreement related to the loan.

14.  ACCELERATION INDEMNIFICATION. If the Maturity Date is accelerated by Lender
     because of the  occurrence  of an Event of  Default,  Lender  will  sustain
     damages due to the loss of its  investment.  Borrower  therefore  agrees to
     pay, at the time of  acceleration,  in addition to all other sums due under
     this  Note  and  the  other  Loan  Documents,  as  liquidated  damages,  an
     acceleration premium in an amount equal to the greater of:

     (a)  three percent (3%) of the then unpaid Principal Sum; or

     (b)  the  Discounted  Yield  Maintenance  Prepayment  Fee,  as  defined  in
          Paragraph 13 of this Note.

     In addition to the foregoing  acceleration  premium,  Borrower shall pay to
     Lender on account of such acceleration  Lender's  Reinvestment  Expense, as
     defined in Paragraph 13 of this Note.

15.  NONRECOURSE DEBT. Borrower shall be liable upon the indebtedness  evidenced
     by this Note, for all sums to accrue or to become  payable  thereon and for
     performance of all covenants  contained in this Note or in any of the other
     Loan Documents, to the extent, but only to the extent, of Lender's security
     for the  same,  including,  without  limitation,  all  properties,  rights,
     estates and interests covered by the Mortgage and the other Loan Documents.
     No attachment,  execution or other writ or process shall be sought,  issued
     or levied upon any assets,  properties or funds of Borrower  other than the
     properties, rights, estates and interests described in the Mortgage and the
     other Loan Documents.  In the event of foreclosure of such liens, mortgages
     or security interests,  by private power of sale or otherwise,  no judgment
     for any deficiency upon such indebtedness, sums and amounts shall be sought
     or obtained by Lender against Borrower.  Subject to the foregoing,  nothing
     herein  contained  shall be construed to prevent Lender from exercising and
     enforcing  any other remedy  relating to the Property  allowed at law or in
     equity or by any statute or by the terms of any of the Loan Documents.

     Notwithstanding  the  foregoing,  Borrower  shall be  personally  liable to
     Lender for:


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<PAGE>


     (a)  any  damages,  losses,  liabilities,  costs  or  expenses  (including,
          without limitation,  attorneys' fees) incurred by Lender due to any of
          the  following:  (i) any security  deposits of tenants of the Property
          (not previously applied to remedy tenant defaults) which have not been
          paid over to  Lender;  (ii) any  rents  prepaid  by any  tenant of the
          Property  more than one (1)  month in  advance;  (iii)  any  insurance
          proceeds or  condemnation  awards received by Borrower and not applied
          according to the terms of the  Mortgage;  (iv) repairs to the Property
          resulting  fr6m casualty not  reimbursed  by insurance,  to the extent
          insurance   coverage  for  such  repairs  was  required  by  the  Loan
          Documents;  (v) fraud, material  misrepresentation or bad faith on the
          part of Borrower; (vi) any event or circumstance for which Borrower is
          obligated to indemnify  Lender  under the  provisions  of the Mortgage
          respecting  Hazardous  Substances,  Contamination  or Clean-Up;  (vii)
          waste of the Property by  Borrower;  (vii)  Borrower's  failure to pay
          real estate taxes or other assessments  against the Property;  or (ix)
          Borrower's  failure to comply with the Americans with Disabilities Act
          of 1990, as amended, or any other Laws; and

     (b)  all rents,  issues and profits from the Property collected by Borrower
          after an Event of Default has occurred and is  continuing  or after an
          event or  circumstance  has occurred and is continuing  which with the
          passage of time or the giving of notice,  or both, would constitute an
          Event of Default, unless such rents, issues and profits are applied to
          the normal operating expenses of the Property or to the Secured Debt.

          Lender  shall not be  limited  in any way in  enforcing  the  personal
          liability and obligations of Borrower under the Loan Documents against
          Borrower,  nor sh,311  Lender be limited in any way in  enforcing  the
          personal  liability and  obligations of any guarantor or indemnitor in
          accordance with the terms of the instruments creating such liabilities
          and obligations.

16.  SECURITY.  This  Note  is  secured  by the  other  Loan  Documents  and all
     amendments, modifications, supplements, substitutions, additions, renewals,
     replacements and extensions thereof.

17.  COLLECTION.  Any check,  draft,  money order or other  instrument  given in
     payment of all or any portion of the Secured Debt may be accepted by Lender
     and handled by collection in the customary  manner,  but the same shall not
     constitute payment hereunder or diminish any rights of Lender except to the
     extent that actual cash  proceeds of such  instrument  are  unconditionally
     received by Lender and applied to the Secured Debt in the manner  elsewhere
     herein provided.  Acceptance by Lender of actual cash proceeds of less than
     the total amount of the Secured  Debt shall not  constitute  acceptance  of
     such  partial  payment in  satisfaction  of the total amount of the Secured
     Debt, including, without limitation, the amounts payable to Lender pursuant
     to Paragraph 13 of this Note.

18.  ATTORNEYS'FEES.  Upon any Event of  Default,  Borrower  shall pay all costs
     incurred by Lender in the course of  collection of sums due under this Note
     or in  enforcing  any  of  Borrower's  other  obligations  under  the  Loan
     Documents,  including,  without limitation,  reasonable attorneys' fees and
     expenses, whether or not suit is filed by Lender.


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<PAGE>


19.  REGISTRATION.  This  Note  shall  be  deemed  to be in  registered  form at
     Lender's  sole  election.  Such  election  may be made at any time  without
     endorsement  of this Note or any other action by Borrower.  Borrower  shall
     recognize any such election  and, upon request by Lender,  shall  cooperate
     with Lender to facilitate the consummation of such election.

20.  YEAR  2000  PROBLEM.  Borrower  has  reviewed  and  assessed  its  business
     operations and computer  systems and applications to address the "Year 2000
     Problem"  (that  is,  that  computer  applications  and  equipment  used by
     Borrower,  directly or indirectly  through third parties,  may be unable to
     properly perform date-sensitive  functions before, during and after January
     1, 2000).  Borrower reasonably believes that the Year 2000 Problem will not
     result in a  material  adverse  change  in  Borrower's  business  condition
     (financial or otherwise), operations, properties or prospects or ability to
     repay Lender.  Borrower will  promptly  deliver to Lender such  information
     relating to this representation at Lender's requests from time to time.

     IN WITNESS WHEREOF, this Note has been executed and delivered this 20th day
of December, 1999.

BORROWER:

STOCK MARKET INSTITUTE OF LEARNING, INC.,
 a Nevada corporation


By:  /s/ Wade B. Cook
    -------------------------------------

Name: /s/ Wade B. Cook
     ------------------------------------

Title: President
       ----------------------------------




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