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).

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