EXHIBIT 10.1

           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
         registration rights and have a cashless exercise provision.

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         Note: Client expressly agrees that the initial amount of the Engagement
         is deemed  earned upon  execution of this  Agreement  and is thereafter
         non-refundable and non-cancelable.  Consultant shall have no obligation
         to  perform  any  duties  provided  for  herein if full  payment of the
         Engagement Fee is not received  within the time  described  herein this
         Section 2.

2.4      Expenses.  Client shall  reimburse  Consultant for reasonable  expenses
         incurred in performing its duties pursuant to this Agreement (including
         printing,  postage, express mail, photo reproduction,  travel, lodging,
         and long distance telephone and facsimile charges);  provided, however,
         that for any expenses over $500,  Consultant must receive prior written
         approval from Client.  Such reimbursement shall be payable within seven
         days of Consultant's invoice.

2.5      Additional  Fees.  Client and Consultant  shall mutually agree upon any
         additional fees that Client may pay in the future for services rendered
         by Consultant under this Agreement.  Such additional  agreement(s) may,
         although there is no requirement to do so, be attached  hereto and made
         a part hereof as Exhibits beginning with Exhibit A.

3.       Indemnification.  The  Client  agrees to  indemnify  and hold  harmless
         Consultant against any and all liability,  loss and costs,  expenses or
         damages,  including but not limited to, any and all expenses whatsoever
         reasonably  incurred in  investigating,  preparing or defending against
         any  litigation,  commenced or threatened,  or any claim  whatsoever or
         howsoever  caused by reason of any injury  (whether to body,  property,
         personal or business  character or reputation)  sustained by any person
         or to any person or property,  arising out of any act,  failure to act,
         neglect,  any untrue or alleged untrue  statement of a material fact or
         failure to state a material fact which thereby makes a statement  false
         or misleading,  or any breach of any material representation,  warranty
         or  covenant  by  Client  or any of its  agents,  employees,  or  other
         representatives.  Nothing  herein is  intended  to nor shall it relieve
         either  party from  liability  for its own  willful  act,  omission  or
         negligence.  All  remedies  provided  by law,  or in  equity  shall  be
         cumulative and not in the alternative.

4.       Confidentiality.

4.1      Consultant  and Client  each  agree to keep  confidential  and  provide
         reasonable  security  measures to keep  confidential  information where
         release may be  detrimental  to their  respective  business  interests.
         Consultant  and Client  shall each  require  their  employees,  agents,
         affiliates,  other  licensees,  and others who will have  access to the
         information through Consultant and Client respectively,  to first enter
         appropriate  non-disclosure  Agreements  requiring the  confidentiality
         contemplated by this Agreement in perpetuity.

4.2      Consultant  will  not,  either  during  its  engagement  by the  Client
         pursuant to this Agreement or at any time thereafter,  disclose, use or
         make known for its or another's  benefit any confidential  information,
         knowledge,  or data of the Client or any of its  affiliates  in any way
         acquired or used by  Consultant  during its  engagement  by the Client.
         Confidential  information,  knowledge  or  data of the  Client  and its
         affiliates  shall not  include  any  information  that is,  or  becomes
         generally  available  to  the  public  other  than  as  a  result  of a
         disclosure by Consultant or its representatives.

5.       Miscellaneous Provisions.

5.1      Amendment and Modification. This Agreement may be amended, modified and
         supplemented only by written agreement of Consultant and Client.

5.2      Assignment.  This Agreement and all of the  provisions  hereof shall be
         binding  upon and inure to the benefit of the parties  hereto and their
         respective  successors and permitted assigns. The obligations of either
         party hereunder  cannot be assigned without the express written consent
         of the other party.

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5.3      Governing Law; Venue.  This Agreement and the legal relations among the
         parties  hereto shall be governed by and construed in  accordance  with
         the laws of the State of California,  without regard to its conflict of
         law  doctrine.  Client  and  Consultant  agree  that if any  action  is
         instituted to enforce or interpret any provision of this Agreement, the
         jurisdiction  and venue  shall be the City of  Irvine,  Orange  County,
         California.

5.4      Attorneys'  Fees and Costs.  If any action is  necessary to enforce and
         collect upon the terms of this Agreement, the prevailing party shall be
         entitled to reasonable  attorneys'  fees and costs,  in addition to any
         other relief to which that party may be entitled.  This provision shall
         be construed as applicable to the entire Agreement.

5.5      Survivability.  If any part of this Agreement is found,  or deemed by a
         court of competent jurisdiction,  to be invalid or unenforceable,  that
         part shall be severable from the remainder of the Agreement.

5.6      Facsimile Signatures.  The Parties hereto agree that this Agreement may
         be executed by facsimile  signatures and such signature shall be deemed
         originals.  The  Parties  further  agree  that  within  ten  (10)  days
         following the execution of this Agreement, they shall exchange original
         signature pages.

6.       Arbitration.  All  disputes,   controversies,  or  differences  between
         client,  consultant,  or  any  of  their  officers,   directors,  legal
         representatives,  attorneys,  accountants,  agents or employees, or any
         customer or other person or entity,  arising out of, in connection with
         or as a result of this agreement, shall be resolved through arbitration
         rather than through litigation.  With respect to the arbitration of any
         dispute, the undersigned hereby acknowledge and agree that:

         A.       Arbitration is final and binding on the parties;

         B.       The  parties  waive  their  right  to seek  remedy  in  court,
                  including their right to jury trial;

         C.       Pre-arbitration   discovery  is  generally  more  limited  and
                  different from court proceeding;

         D.       The  arbitrator's  award is not  required  to include  factual
                  findings or legal reasoning and any party's right of appeal or
                  to seek  modification of ruling by the arbitrators is strictly
                  limited;

         E.       This arbitration provision is specifically intended to include
                  any and all  statutory  claims  which might be asserted by any
                  party;

         F.       Each party hereby agrees to submit the dispute for  resolution
                  to the  American  Arbitration  Association  in Orange  County,
                  California  within  five (5) days  after  receiving  a written
                  request to do so from the other party;

         G.       If either party fails to submit the dispute to  arbitration on
                  request, then the requesting party may commence an arbitration
                  proceeding, but is under no obligation to do so;

         H.       Any hearing  scheduled after an arbitration is initialed shall
                  take place in the City of Irvine, Orange County, California;

         I.       If either  party  shall  institute  a court  proceeding  in an
                  effort to resist  arbitration and be unsuccessful in resisting
                  arbitration or shall  unsuccessfully  contest the jurisdiction
                  of any arbitration forum located in the City of Irvine, Orange
                  County,  California,  over any matter  which is the subject of
                  this  agreement,  the  prevailing  party  shall be entitled to
                  recover   from  the  losing  party  its  legal  fees  and  any
                  out-of-pocket expenses incurred in connection with the defense
                  of such legal  proceeding or its efforts to enforce its rights
                  to arbitration as provided for herein;

         J.       The parties  shall  accept the  decision of any award as being
                  final and conclusive and agree to abide thereby;

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         K.       Any  decision  may be  filed  with any  court  as a basis  for
                  judgment and execution for collection.

7.       Term/Termination. This Agreement is an agreement for the term of twelve
         (12) months  ending July 31, 2003 and is effective as of the date first
         written  above.  Client  may  terminate  this  Agreement  at  any  time
         resulting  in a full  cancellation  of this  Agreement  and any  future
         obligation  of  payment  by  Client  or   performance   by  Consultant.
         Notwithstanding  the foregoing,  it is expressly  agreed by Client that
         any  compensation  or shares  previously  tendered to the Affiliates or
         Consultant shall not be refundable.  Accordingly, if there is a pending
         merger or acquisition in which Consultant has  participated  toward the
         closing of the transaction pursuant to terms of Section 1.3, Consultant
         shall  continue to be  compensated  upon such closing  pursuant to said
         section.

8.       Representations,   Warrants  and  Covenants.   The  Client  represents,
         warrants and covenants to the Consultant as follows:

         The Client has the full authority,  right,  power and legal capacity to
         enter into this Agreement and to consummate the transactions  which are
         provided for herein.  The execution of this Agreement by the Client and
         its  delivery  to the  Consultant,  and the  consummation  by it of the
         transactions which are contemplated  herein have been duly approved and
         authorized by all necessary  action by the Client's  Board of Directors
         and no  further  authorization  shall be  necessary  on the part of the
         Client  for the  performance  and  consummation  by the  Client  of the
         transactions which are contemplated by this Agreement.

         The  business  and  operations  of the  Client  have been and are being
         conducted in all material  respects in accordance  with all  applicable
         laws, rules and regulations of all authorities  which affect the Client
         or its properties,  assets, businesses or prospects. The performance of
         this  Agreement  shall not  result in any breach  of, or  constitute  a
         default  under,  or result in the imposition of any lien or encumbrance
         upon any  property  of the  Client  or  cause  acceleration  under  any
         arrangement,  agreement  or other  instrument  to which the Client is a
         party or by which any of its assets are bound. The Client has performed
         in all  respects  all of its  obligations  which are, as of the date of
         this Agreement, required to be performed by it pursuant to the terms of
         any such agreement, contract or commitment.

9.       Non-Circumvention.  In and for valuable  consideration,  Client  hereby
         agrees that Consultant may introduce  (whether by written,  oral, data,
         or other form of  communication)  Client to one or more  opportunities,
         including, without limitation, natural persons,  corporations,  limited
         liability  companies,  partnerships,  unincorporated  businesses,  sole
         proprietorships  and similar entities  (hereinafter an "Opportunity" or
         "Opportunities").  Client  further  acknowledges  and  agrees  that the
         identity  of the  subject  Opportunities,  and  all  other  information
         concerning an Opportunity  (including without  limitation,  all mailing
         information,  phone and fax numbers,  email addresses and other contact
         information)  introduced hereunder are the property of Consultant,  and
         shall be treated as confidential and proprietary information by Client,
         it affiliates,  officers, directors,  shareholders,  employees, agents,
         representatives,  successors  and  assigns.  Client  shall not use such
         information,  except in the context of any arrangement  with Consultant
         in which  Consultant  is  directly  and  actively  involved,  and never
         without Consultant' prior written approval.  Client further agrees that
         neither it nor its employees,  affiliates or assigns, shall enter into,
         or otherwise arrange (either for it/him/herself, or any other person or
         entity) any business  relationship,  contact any person  regarding such
         Opportunity,  either directly or indirectly,  or any of its affiliates,
         or accept any compensation or advantage in relation to such Opportunity
         except  as  directly  though  Consultant,  without  the  prior  written
         approval of  Consultant.  Consultant  is relying on Client's  assent to
         these  terms and their  intent to be bound by the terms by  evidence of
         their  signature.  Without  Client's  signed  assent  to  these  terms,
         Consultant   would  not  introduce  any  Opportunity  or  disclose  any
         confidential information to Client as herein described.

10.      Notices.  Any  notice  or other  communication  required  or  permitted
         hereunder  must be in writing  and sent by either (i)  certified  mail,
         postage prepaid, return receipt requested and First Class mail; or (ii)
         overnight  delivery with  confirmation of delivery;  or (iii) facsimile
         transmission  with an  original  mailed by first  class  mail,  postage
         prepaid, addressed as follows:

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         To the Client:                           To the Consultant:
         Attn: D. M. (Rusty) Moore, Jr., CEO      Attn: Bradley J. Wilhite,
         Rushmore Financial Group, Inc.           Managing Director
         13355 Noel Road, Suite 300               Ascendiant Capital Group, Inc.
         Dallas, TX  75240                        18881 Von Karman - Ste 1600
         Facsimile No.: (972) 450-6001            Irvine, CA 92612
                                                  Facsimile: (949) 756-1090

         or in each case to such other  address  and  facsimile  number as shall
         have last been  furnished by like notice.  If mailing is impossible due
         to an absence of postal  service,  and other methods of sending  notice
         are not  otherwise  available,  notice shall be  hand-delivered  to the
         aforesaid  addresses.  Each notice or communication  shall be deemed to
         have been given as of the date so mailed or delivered,  as the case may
         be;  provided,  however,  that any notice  sent by  facsimile  shall be
         deemed to have been given as of the date sent by facsimile if a copy of
         such  notice  is also  mailed by first  class  mail on the date sent by
         facsimile;  if the  date  of  mailing  is not the  same as the  date of
         sending by  facsimile,  then the date of  mailing  by first  class mail
         shall be deemed to be the date upon which notice given.

11.      Counterparts.  This Agreement may be executed  simultaneously in one or
         more counterparts,  each of which shall be deemed an original,  but all
         of which together shall constitute one and the same instrument.

12.      Preliminary Statement. The Preliminary Statement is incorporated herein
         by this reference and made a material part of this Agreement.

IN WITNESS  WHEREOF,  the Parties  hereto have caused this  Agreement to be duly
executed, all as of the day and year first above written.

CLIENT:                                     CONSULTANT:
Rushmore Financial Group, Inc. (RFGI)       Ascendiant Capital Group, LLC


  /s/ Dewey M. "Rusty" Moore, Jr.             /s/ Bradley J. Wilhite
--------------------------------------      ------------------------------------
Dewey M. "Rusty" Moore, Jr.                 Bradley J. Wilhite,
Its President & CEO                         Its Managing Director