EXHIBIT 10.2

                              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
completely independent source.

         3.       Removal  and Return of  Confidential  Information.  Consultant
will not remove any material  covered by the above  paragraphs  from  Rushmore's
premises  or from any other  third  party  premises  or make any  copies of such
material  except for use expressly  authorized  by Rushmore in  connection  with
Rushmore's  business.  Consultant  will return to Rushmore all such material and
copies at any time upon the request of  Rushmore  and,  without  such a request,
upon termination of Consultant providing Consulting Services for Rushmore.



Consultant Initials: /s/ R.C. Rushmore Initials: /s/ D.M.
                    ---------                   ---------


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         4.       Non-Disclosure   of   Confidential   Information   of  Others.
Consultant  agrees  that  Consultant  will not,  during the course of  providing
Consulting  Services,  breach  any  agreement  or  other  obligation  to keep in
confidence confidential or proprietary information,  knowledge, or data acquired
by him in  confidence  or in trust prior to  beginning  Consulting  Services for
Rushmore.  Consultant  further  agrees not to  disclose to  Rushmore,  or induce
Rushmore  to use,  any  confidential  or  proprietary  information  or  material
belonging to any other company  acquired by Consultant in confidence or in trust
from such other company.

         5.       Disclosure and Assignment of Inventions.

                  a.       Consultant  agrees  that  any  inventions,   designs,
         improvements  and discoveries  made by Consultant  during the course of
         providing Consulting Services, solely or jointly with others, which are
         made with Rushmore's equipment, supplies, facilities, trade secrets, or
         time, or which relate to the business of Rushmore or Rushmore's  actual
         or  anticipated  research  or  development,  or which  result  from any
         Consulting Services performed by Consultant for Rushmore  (collectively
         "Inventions"),  shall be the exclusive property of Rushmore. Consultant
         agrees to promptly  and fully  inform and disclose to Rushmore all such
         Inventions  and  Consultant  agrees to assign and hereby  assigns  such
         Inventions to Rushmore. Consultant also agrees that Rushmore shall have
         the  right to keep  such  Inventions  as  trade  secrets,  if  Rushmore
         chooses.

                  b.       At any  time  during  or  after  the  term  in  which
         Consultant  provides  Consulting  Services,   Consultant  shall  assist
         Rushmore in obtaining and enforcing patents in the United States and in
         all foreign  countries on all Inventions deemed patentable by Rushmore,
         and shall  provide all  testimony  and execute all  documents,  papers,
         affidavits  and  assignments,  and do all  things  necessary  to obtain
         letters patent,  to vest Rushmore with full and extensive titles to the
         patents, and to protect the patents against infringement by others.

                  c.       For purposes of this Section,  an Invention is deemed
         to have been made during the course of  providing  Consulting  Services
         if, during such period,  the Invention was conceived or first  actually
         reduced to practice and Consultant  agrees that any patent  application
         filed by  Consultant  within one year after  termination  of Consulting
         Services  shall be presumed to relate to an  Invention  made during the
         course of providing  Consulting  Services,  unless Consultant  provides
         evidence to the contrary.






Consultant Initials: /s/ R.C. Rushmore Initials: /s/ D.M.
                    ---------                   ---------

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         6.       Disclosure and Assignment of Copyrights.

                  a.       Consultant acknowledges that all works of authorship,
         including without limitation software programs,  produced in the course
         of providing  Consulting Services for Rushmore under this Agreement are
         works produced for hire and the property of Rushmore, including without
         limitation,  any  copyrights  on  those  works.  Consultant  agrees  to
         promptly  and fully  inform and  disclose to Rushmore all such works of
         authorship.

                  b.       If  any  of the  works  of  authorship  may  not,  by
         operation of law or agreement,  be  considered  work made by Consultant
         for hire for Rushmore  (or if  ownership  of all rights  therein do not
         otherwise vest exclusively in Rushmore),  Consultant  agrees to assign,
         and upon creation thereof hereby automatically assigns, without further
         consideration,  the ownership thereof to Rushmore. Consultant agrees to
         assign  and  hereby   assigns  to  Rushmore   the   copyright   in  any
         modifications,  enhancements or new software programs or other works of
         authorship  which  relate to the  business  of  Rushmore  and which are
         developed by Consultant  during the term in which  Consultant  provides
         Consulting  Services,  whether or not  Consultant  utilizes  Rushmore's
         resources,   facilities  or  time  and  whether  or  not  developed  at
         Rushmore's  direction.  Consultant  also  agrees to assign  and  hereby
         assigns to Rushmore  the  copyright  in any  documentation  prepared to
         support the use, or  operation  of the  software  programs.  Consultant
         hereby  irrevocably  relinquishes  for the benefit of Rushmore  and its
         assigns  any  moral  rights in the works of  authorship  recognized  by
         applicable law.

                  c.       Consultant  agrees  to assist  Rushmore  at any time,
         during  or  after  the  term in which  Consultant  provides  Consulting
         Services,  in the  preparation,  execution,  and delivery of documents,
         papers, affidavits, and assignments within the scope and intent of this
         Agreement required to obtain and enforce copyrights in this or in other
         countries  or in  connection  with  such  other  proceedings  as may be
         necessary to vest title in such works of authorship in Rushmore, and to
         protect the copyrights  against  infringement by others including,  but
         not limited to, providing testimony to assist with such protection.

         7.       Publication of Consultant Writings. Consultant will not submit
any writings for publication or deliver any speech that contains any information
relating to the business of Rushmore,  unless advanced written clearance from an
authorized representative of Rushmore is received.

         8.       Non-Solicitation  Agreement.  In  consideration  of  access to
Confidential  Information,  consulting fees and training  provided to Consultant
and  for  other  good  and  valuable   consideration  provided  by  Rushmore  to
Consultant,  the  receipt  and  sufficiency  of which are  hereby  acknowledged,
Consultant hereby agrees as follows:


Consultant Initials: /s/ R.C. Rushmore Initials: /s/ D.M.
                    ---------                   ---------

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                  a.       Non-Solicitation  of Employees.  During the period in
         which Consulting Services are provided and for a period of one (1) year
         following  the  date  of  the   termination  of  Consulting   Services,
         Consultant  shall not, on  Consultant's  own behalf or on behalf of any
         other person or business entity, hire, solicit,  seek to hire, or offer
         employment to any person who is, during such time frame, an employee of
         Rushmore,  or in any other manner attempt,  directly or indirectly,  to
         influence,  induce,  or encourage any employee of Rushmore to leave the
         employment of Rushmore.

                  b.       Non-Solicitation    of    Customers    and   Business
         Relationships.  During  the  period in which  Consulting  Services  are
         provided  and for a period  of one (1) year  following  the date of the
         termination  of Consulting  Services,  Consultant  will not directly or
         indirectly  solicit,  for the purpose of engaging in any business which
         is the same as or similar to the business in which Rushmore is engaged,
         any  individual  or entity with whom  Rushmore has or had a customer or
         business  relationship  during the period in which Consulting  Services
         are provided,  and with whom  Consultant  had contact with by virtue of
         Consultant's position with Rushmore.

         9.       Breach.  Consultant acknowledges that Consultant is subject to
immediate  dismissal from providing  Consulting  Services for any breach of this
Agreement  and that such a dismissal  will not  relieve him from any  continuing
obligations  under  this  Agreement  or from  the  imposition  by a court of any
judicial remedies, such as money damages and/or an injunction for such a breach.

         10.      Severability.  If any  term of this  Agreement  is found to be
unlawful or unenforceable in any respect, the courts shall enforce such term, in
whole or in part, and all other terms of this  Agreement,  to the fullest extent
possible, and the remainder of the Agreement shall not be affected.

         11.      Injunctive Relief and Damages.  Consultant recognizes that the
obligations   contained  in  this  Agreement  are  a  reasonable  and  necessary
protection of the business  interests of Rushmore and its customers and that any
breach  of  the  obligations  under  this  Agreement  would  cause  substantial,
irreparable,  and immediate harm to Rushmore.  Damages would be difficult if not
impossible  to  ascertain,  and the  faithful  observance  of all  terms of this
Agreement is an essential condition to Consultant's consulting relationship with
Rushmore.  In  light  of  these  considerations,  Rushmore  intends  to  seek an
immediate  injunction  to prevent any breach  and/or  threatened  breach of this
Agreement  and/or to compel specific  performance of this Agreement.  Consultant
acknowledges  that an injunction  would be  appropriate  to enforce the terms of
this Agreement.

         12.   Entire   Agreement.   This   Agreement   represents   the  entire
understanding   and   agreement  of  the  parties  and   supersedes   all  prior
communications,  agreements  and  understandings  relating to the subject matter
hereof.  The  provisions  of this  Agreement  may not be  modified,  amended nor
waived,  except by a written  instrument duly executed by both parties,  or by a
court of competent jurisdiction in accordance with paragraph 10.


Consultant Initials: /s/ R.C. Rushmore Initials: /s/ D.M.
                    ---------                   ---------

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This  Agreement  may not be assigned by either party  without the prior  written
consent of the other.

         13.      Waiver. The failure of either Rushmore or Consultant to insist
in one or more instances  upon  performance of any of the terms or conditions of
this Agreement shall not be construed as a waiver of future performance required
by such term or condition,  and the  obligations of either party with respect to
the  term or  condition  shall  continue  in  effect  as if no  forbearance  had
occurred.  No covenant or condition of this Agreement  shall be waived except by
the written consent of the waiving party.

         14.      Headings. The paragraph numbers and headings in this Agreement
are inserted for convenience only and are not part of the Agreement.

         15.      Choice of Law and Forum. THIS AGREEMENT IS MADE SUBJECT TO AND
SHALL BE CONSTRUED  UNDER AND IN ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS
WITHOUT  GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION TO ENFORCE
OR CONSTRUE THE  PROVISIONS OF THIS  AGREEMENT  SHALL BE BROUGHT IN THE STATE OR
FEDERAL  COURTS IN DALLAS COUNTY,  TEXAS,  AND BOTH PARTIES HEREBY SUBMIT TO THE
JURISDICTION THEREOF AND AGREE THAT VENUE IS PROPER THEREIN.

         16.      Survival.  The obligations of Consultant  under this Agreement
shall  continue  whether  or not the  Consulting  Services  shall be  terminated
voluntarily or involuntarily, with or without cause.












Consultant Initials: /s/ R.C. Rushmore Initials: /s/ D.M.
                    ---------                   ---------

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         17.      Assignment.  This  Agreement  and  the  assignments  contained
herein shall inure to the benefit of Rushmore, Rushmore's successors in business
and assigns  and be binding  upon  Consultant,  Consultant's  heirs,  executors,
administrators, assigns and legal representatives.

         EXECUTED in duplicate as of the day and year first written above.

                                Consultant:  /s/ Ronen Canetti
                                           ------------------------------------
                                           Ronen Canetti, d.b.a. ShugSoft



                                Name:
                                Rushmore Financial Group, Inc.
                                One Galleria Tower
                                13355 Noel Road, 3rd Floor
                                Dallas, Texas 75240


                                By:          /s/ D.M. Rusty Moore, Jr.
                                           -------------------------------------
                                Name:      D.M. Rusty Moore, Jr.
                                Title:     Chief Executive Officer










Consultant Initials: /s/ R.C. Rushmore Initials: /s/ D.M.
                    ---------                   ---------

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                                    ADDENDUM
                                    --------

This Addendum,  dated August 28, 2002, is to be attached to and become a part of
the Consulting  Agreement  between Ronen Canetti and Rushmore  Financial  Group,
Inc., (RFGI), dated August 26, 2002.

Consultant's programming compensation:

Consultant  will be paid $1,950 per day for 10 days to complete  the Back Office
Administrative  Tool as outline by Rushmore to be paid $6000 in cash and $13,500
in RFGI common stock at the rate of $0.15 or a total of 90,000 shares.

The issued stock will be S8  registered  stock from the current  offering of the
Company on a best efforts basis to be delivered to Consultant by September  12th
or as soon a possible.

Any  additional  work will be agreed  upon in advance  and will be billed at the
rate of $150.00 per hour (40% in cash and 60% in RFGI stock).

In addition, Consultant will have the costs of his airline flights reimbursed.



  /s/ D.M. Rusty Moore, Jr.
---------------------------------
Rushmore Financial Group, Inc.
D.M. Rusty Moore, Jr., President




  /s/ Ronen Canetti
---------------------------------
ShugSoft
By: Ronen Canetti