BUSINESS ADVISORY & FINANCIAL CONSULTING SERVICES AGREEMENT



This  Business  Advisory  and  Financial   Consulting  Services  Agreement  (the

"Agreement"),  is entered into and effective as of the 30th day of July, 2002 by

and between  Ascendiant  Capital Group,  LLC, a Nevada limited liability company

(hereinafter  referred  to as,  "Consultant"),  and  Rushmore  Financial  Group,

Incorporated (RFGI) (hereinafter referred to as, "Client"),  a Texas corporation

(collectively referred to herein as the "Parties").



Preliminary  Statement:  The Client desires to be assured of the association and

services  of the  Consultant  in  order  to  avail  itself  of the  Consultant's

experience,  skills,  abilities,  knowledge,  and background to facilitate  long

range strategic planning,  and to advise the Client in business and/or financial

and  merger/acquisition  matters and is therefore  willing to engage  Consultant

upon the terms  and  conditions  set  forth  herein.  Consultant  desires  to be

assured, and Client desires to assure Consultant,  that, if Consultant associate

with Client and  allocates its  resources  necessary to provide  Client with its

business  advisory  and  consulting  services,   Consultant  will  be  paid  the

consideration  described herein and said  consideration  will be  nonrefundable,

regardless of the circumstances.



Consultant  agrees to be  engaged  and  retained  by  Client  upon the terms and

conditions set forth herein.



NOW,  THEREFORE,  in  consideration  of the  foregoing,  of the mutual  promises

hereinafter set forth and for other good and valuable consideration, the receipt

and  sufficiency of which are hereby  acknowledged,  the Parties hereto agree as

follows:



1.       Engagement.  Client hereby engages Consultant on a non-exclusive basis,

         and  Consultant  hereby accepts the engagement to become a business and

         financial Consultant to Client and to render such advice, consultation,

         information,  and services to the Directors  and/or  Officers of Client

         regarding  general  financial and business matters  including,  but not

         limited to the following:



1.1      Advice  and  Counsel.   Consultant  will  provide  advice  and  counsel

         regarding Client's strategic business plans,  strategy and negotiations

         with potential business strategic partnering, corporate planning and or

         other general business consulting needs as expressed by Client.



                  Consultant will review and assess various financing strategies

                  and  solutions  with  Client.   Consultant  will  help  Client

                  determine desirable  financing amounts,  terms, and structure.

                  Consultant  will assist Client in determining  Client's proper

                  capital  structure.  The services which are contemplated under

                  this  Agreement  shall  not  relate in any way to the offer or

                  sale of  securities  in any  capital-raising  transaction  and

                  shall not directly or indirectly  promote or maintain a market

                  for the Client's securities. None of the services contemplated

                  under this Agreement shall relate in any way to the raising of

                  capital,  promotion  of the  Client's  securities  or investor

                  relations.



                  Consultant  will provide  general advice and counsel to Client

                  regarding  mergers  and  acquisitions.  At  Client's  request,

                  Consultant   is  available  to  be   materially   involved  in

                  negotiating  acquisition  terms and  structure,  and assisting

                  with due  diligence  and  documentation  (see  Section 1.3 for

                  additional details and compensation structure).



                  Consultant  will  assist  Client  in  the  development  and/or

                  refinement  of the  strategic  growth  plan for the next 12-24

                  months  and  related  communications  materials  such  as  the

                  executive    summary   and   one-page    company    "snapshot"

                  presentations.



                  Consultant  will  assist  Client  with  corporate   governance

                  structure   involving   Client's   Board  of   Directors   and

                  committees.  Consultant  will also assist with the development

                  and  implementation  of management  and director  compensation

                  programs.



                  Consultant  will assist Client in  determining  the short-term

                  and long-term  requirements for Client's  financial  reporting

                  function and Chief Financial  Officer and, if requested,  will

                  assist Client with identifying qualified candidates.



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1.2      Client and/or Client's Affiliate Transaction Due Diligence.  Consultant

         will participate and assist Client in the due diligence process,  where

         possible,  on all proposed financial  transactions  affecting Client of

         which   Consultant  is  notified  in  writing  in  advance,   including

         conducting  investigation  of and  providing  advice on the  financial,

         valuation and stock price implications of the proposed transaction(s).



1.3      Mergers and Acquisitions. Consultant will provide assistance to Client,

         as  mutually  agreed,   in  introducing   and/or  assisting  Client  in

         identifying,  acquiring,  merging,  and/or divesting on a non-exclusive

         basis,  from time to time, as Consultant deems  appropriate in its sole

         discretion, assisting in due-diligence,  recommending transaction terms

         and providing advice and assistance during negotiations,  as needed. It

         is expressly  understood  that  Consultant  shall have no power to bind

         Client to any contract or transaction obligation.



         Consultant  will  introduce  and/or  assist the Client with one or more

         parties  who  might  be  interested  in  (whether  by  way  of  merger,

         consolidation,  asset purchase,  technology  license,  or substantially

         similar  transaction)  either,  (a)  acquiring  some or all of Client's

         assets  or,  (b)  selling  some or all of their  own  assets  to Client

         and/or,  (c) entering into some form of strategic alliance with Client.

         Specifically,  Consultant is available to assist Client with the review

         of target company  financials and due diligence,  and with the proposed

         valuation  and  structure  of   acquisitions.   At  Client's   request,

         Consultant will act as Client's agent and sponsor in negotiations  with

         acquisition targets,  demonstrating to target companies that Client has

         the support of  Consultant  as Client  pursues  growth and  development

         plans and  strategies.  Consultant  is also  available to assist Client

         with the  documentation of transactions,  including  letters of intent,

         definitive agreements, and other closing documents.



         If Consultant is materially involved in a completed  transaction with a

         company  introduced  by Client,  Client agrees to pay  Consultant  five

         percent (5%) of the total value of the transaction in the same ratio of

         cash and/ or stock as the transaction. "Total value" shall include, but

         is not limited to cash, cash  equivalents,  stock, and the value of any

         consideration other than cash paid or received by Client. If Consultant

         is  materially  involved  in a  completed  transaction  with a  company

         introduced by  Consultant,  Client agrees to pay Consultant ten percent

         (10%) of the total value of the  transaction  in the same ratio of cash

         and / or stock as the transaction.



1.4      Additional  Duties.  Client and  Consultant  shall mutually  agree,  in

         writing,  for any  additional  duties  that  Consultant  may provide to

         Client for compensation paid or payable by Client under this Agreement.

         Although there is no requirement to do so, such additional agreement(s)

         may be attached hereto and made a part hereof by written  amendments to

         be listed as  "Exhibits"  beginning  with  "Exhibit A" and initialed by

         both parties.



2.       Compensation to Consultant.



2.1      Engagement Fee. As express  consideration for Consultant  entering into

         this Agreement,  Client shall issue an aggregate  400,000 shares of its

         common  stock,  par value $.01 per share  (the  "Engagement  Fee"),  to

         certain  affiliates of Consultant in the following  amounts (i) 200,000

         to Mark  Bergendahl  and (ii)  200,000 to Bradley J.  Wilhite  (Messrs.

         Bergendahl  and Wilhite are each an "Affiliate"  and are  collectively,

         the  "Affiliates").  When  issued,  said shares  shall be free  trading

         shares,  registered  with the U.S.  Securities and Exchange  Commission

         (the  "SEC") on a Form S-8 or a similar  registration  statement.  Such

         shares  shall be issued  and  delivered  to the  Affiliates  as soon as

         practicable following execution of this Agreement.



2.2      On  December  31,  2002,  provided  that  this  Agreement  has not been

         terminated  pursuant  to Section 7 hereof,  Client  shall issue to each

         Affiliate  shares  of  Client's  common  stock  in an  amount  equal to

         $135,000,  the number of such shares to be  calculated  by dividing (x)

         $135,000 by (y) the average  closing price of Client's common stock for

         the  preceding  (10) ten trading  days.  Such shares shall be issued as

         compensation  for the  remaining  months  of  service  covered  by this

         Agreement.



2.3      Warrants. On November 20, 2002, Client shall issue Consultant a warrant

         for a  number  of  shares  equal  to 15% of the  shares  issued  to the

         Affiliates.  Said  warrants  shall have a strike price of $0.15,  shall

         carry  a  term  of  three  years,   shall  carry   standard   piggyback

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