CONSULTING AGREEMENT



         THIS CONSULTING  AGREEMENT  (this  "Agreement") is entered into this 26

day of August,  2002, by and between  Rushmore  Financial  Group,  Inc., a Texas

corporation,  located at One Galleria Tower, 13355 Noel Road, 3rd Floor, Dallas,

Texas 75240,  ("Rushmore") and Ronen Canetti,  dba ShugSoft  ("Consultant").  In

consideration for consulting fees and other good and valuable consideration, the

receipt  of which is hereby  acknowledged,  and for the  provision  of access to

Rushmore's  confidential  information and valuable trade secrets,  Consultant is

willing to enter into this Agreement for the  protection of Rushmore's  business

property  and  goodwill.  Therefore,  Consultant  and  Rushmore  hereby agree as

follows:



         1.       Access  to   Confidential   Information.   In  the  course  of

Consultant's  performance  of the duties and  responsibilities  associated  with

Consultant's  services  performed  for  Rushmore  (the  "Consulting  Services"),

Consultant  will  have  access  to  Confidential  Information.  As  used in this

Agreement,  "Confidential  Information"  shall  mean  any and  all  information,

whether in oral,  visual or written form,  that is: (i) concerning or associated

with  Rushmore,  its  customers,  or other  third  parties  who  have  entrusted

information  to  Rushmore  that  Rushmore,  its  customers,  or such other third

parties  consider  confidential or  proprietary;  (ii) related to the Consulting

Services  or  this  Agreement,   including,  but  not  limited  to,  information

concerning  technical,  administrative,   management,  financial,  or  marketing

activities  of, or  relating  in any way to,  Rushmore,  its  customers,  or its

business  (such  as  design,   manufacturing  and  procurement   specifications,

procedures, manufacturing processes, information processing processes, marketing

plans and  strategies,  customer  names,  financial  data,  employee  and salary

information)  and physical  embodiments of such  information  (such as software,

drawings,   specification  sheets,   recording  media  for  machine  information

processing systems, documentation,  contracts, reports, customer lists, manuals,

quotations, correspondence, and samples).



         2.       Treatment  of   Confidential   Information.   Consultant  will

maintain  the  Confidential  Information  in  strictest  confidence.  Consultant

acknowledges that the Confidential Information is a valuable commercial asset of

Rushmore and/or its customers and/or third parties, and unauthorized  disclosure

or use of the Confidential  Information would be extremely  damaging to Rushmore

and/or such customers and/or third parties.  Both during and after the period of

performing  Consulting  Services,  Consultant  will not  disclose  or deliver to

anyone, whether employed by or outside Rushmore,  except as expressly authorized

by  Rushmore,  or use  in  any  way  other  than  in  Rushmore's  business,  any

Confidential  Information.  These  restrictions  do not apply to any information

generally  available to the public or any information  properly  obtained from a

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