EXHIBIT 10.22

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE  AGREEMENT  ("Agreement") is entered into effective
this 27th day of February, 2004 by and among Rush Financial Technologies,  Inc.,
a Texas corporation  (hereinafter  referred to as "Buyer"),  James `Tony' Benton
("Benton") and Jeffrey Nivin ("Nivin"),  the principal  Shareholders of LostView
Development   Corporation  (together,   "Sellers"),   and  LostView  Development
Corporation, a Texas corporation (the "Company" or "LostView").

         WHEREAS,  Sellers  own  all  of the  outstanding  common  stock  of the
Company; and

         WHEREAS,  Buyer  desires to acquire  all of the  outstanding  shares of
common  stock of the  Company  (the  "Shares")  and employ the  services  of the
Sellers as evidenced by the  Employment  Agreements  attached  hereto and made a
part hereof.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained herein,  and for other good and valuable  consideration,  the receipt,
adequacy and  sufficiency of which are hereby  acknowledged,  and subject to the
accuracy of the  representations  and  warranties  of the  parties,  the parties
hereto agree as follows:

                                    ARTICLE I

                                  THE PURCHASE
                                  ------------

         1.1 Sale of Stock.  At the  Closing  (as  defined in  Section  1.2) and
subject and upon the terms and conditions of this Agreement, Buyer shall acquire
and the Sellers  shall deliver for sale all of the  outstanding  common stock of
the Company.

         1.2  Closing.  The closing of the sales of the Shares  (the  "Closing")
will take place concurrently with the execution of this Agreement at the offices
of the Buyer,  unless  another  place or time is agreed to by Buyer and Sellers.
The date upon which the  closing  actually  occurs is hereby  referred to as the
"Closing  Date".  On the  Closing  Date,  the  parties  hereto  shall  cause the
transactions described herein to be consummated.

         1.3      Purchase Price.
                  --------------

                  (a) Subject to the terms and conditions of this Agreement,  at
         the  Closing,  Sellers  shall  execute  a  Subscription  Agreement  for
         1,500,000 shares of restricted  shares of Common Stock, par value $0.01
         per share,  of Buyer.  A total of 750,000 of the shares  will be issued
         within  fifteen  (15) days after  Closing in the names of Sellers  with
         400,000  shares being issued to Benton and 350,000  shares being issued
         to Nivin,  and the balance of 750,000 shares will be issued to Kevin S.
         Woltjen as Escrow Agent under the terms of the Escrow  Agreement  dated
         the date hereof.  The certificates  representing the Common Stock shall
         bear restrictive legends to the effect that the Shares are unregistered
         and  may  not be  sold  unless  they  are  registered  or  exempt  from
         registration.

                  (b) The  Performance  Criteria  for the release from escrow of
         the second  installment of 750,000 shares,  shall mean  satisfaction by
         the Company of the following items as of December 31, 2004:

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                           (i)  During  2004   Buyer,   acting  in  good  faith,
                  discovers no material actual or contingent  liabilities of the
                  Company   which   existed   before   Closing  and  which  were
                  undisclosed  on  the  Company  Financial  Statements  (defined
                  below) as of December 31, 2003, or disclosed on the Disclosure
                  Schedule;

                           (ii)  During  2004  Buyer,   acting  in  good  faith,
                  discovers no out-of-pocket loss to the Buyer from any Excluded
                  Liability;

                           (iii)  During  2004  Buyer,  acting  in  good  faith,
                  discovers  no  liens on the  Company's  assets  which  existed
                  before  Closing  and which were not  disclosed  on the Company
                  Financial  Statements  as of  December  31,  2003,  or on  the
                  Disclosure Schedule;

                           (iv) As to Benton's  escrow  shares  only,  continued
                  employment of Benton under the  Employment  Agreement  between
                  the Buyer and Benton dated the date hereof until  December 31,
                  2004;  provided,   however,   that  the  termination  of  such
                  Employment  Agreement  by Buyer for any reason other than "for
                  cause"  (as  defined  in the  Employment  Agreement)  prior to
                  December 31, 2004,  will result in the immediate  acceleration
                  and the  delivery  of all the  escrow  shares to  Benton.  The
                  proper  termination of the  Employment  Agreement by the Buyer
                  "for cause" as defined  therein will result in the  forfeiture
                  of the escrow  shares of Benton.  For these  purposes,  Benton
                  shall be deemed to be the  beneficial  owner of 400,000 of the
                  750,000 escrow shares; and

                           (v)  As to  Nivin's  escrow  shares  only,  continued
                  employment of Nivin under the Employment Agreement between the
                  Buyer and Nivin dated the date hereof until December 31, 2004;
                  provided,  however,  that the  termination of such  Employment
                  Agreement  by Buyer for any reason  other than "for cause" (as
                  defined in the  Employment  Agreement)  prior to December  31,
                  2004,  will  result  in the  immediate  acceleration  and  the
                  delivery  of all  the  escrow  shares  to  Nivin.  The  proper
                  termination  of the  Employment  Agreement  by the Buyer  "for
                  cause" as defined therein will result in the forfeiture of the
                  escrow  shares of Nivin.  For these  purposes,  Nivin shall be
                  deemed to be the  beneficial  owner of 350,000 of the  750,000
                  escrow shares.

                  (c) To the extent any performance  criteria set forth above in
         subsections 1.3(b)(I),  (ii) or (iii) is not met, Sellers shall forfeit
         (in increments of Benton (8/15) and Nivin (7/15)) that number of shares
         subject to the escrow in the amount of the loss or  liability to Buyer,
         at the rate of one share  forfeited  for each  $0.25 of loss,  but only
         after  the  aggregate  of  such  losses  or  liabilities  shall  exceed
         $5,000.00.

                  (d) o the extent the  Performance  Criteria has been satisfied
         or Buyer has not  provided  proper  notice to Sellers of any failure to
         satisfy the  Performance  Criteria on or before December 31, 2004, each
         of Sellers and Buyer shall  promptly give joint  written  notice to the
         Escrow  Agent to cause  delivery  of the  remaining  escrow  shares  to
         Sellers.

         1.4      Other Agreements.  At the Closing, the indicated parties shall
execute and deliver the following  additional  agreements in  substantially  the
form attached hereto:

                  (a)  Corporate  records,  checking  account  and  books of the
         Company.

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                  (b) Any  necessary  consents of third  parties and  regulatory
         authorities.

                  (c) The Shares, endorsed for transfer.

                  (d) Subscription Agreements from each Seller.

                  (e) Employment  Agreements  dated  concurrently  herewith with
         each of the Sellers.

                  (f) Assumption Agreement for the Excluded Liabilities.

                  (g)  Resolutions  of the Boards of  Directors of each of Buyer
         and  the  Company  approving  this  Agreement  and the  agreements  and
         transactions provided for herein.

                  (h)  400,000  shares of Buyer  issued to  Benton  and  350,000
         shares of Buyer  issued  to  Nivin,  within  fifteen  (15)  days  after
         Closing.

                  (i)  All  other  instruments  required  by this  Agreement  or
         reasonably requested by either party.

         1.5 Taking of Necessary Action;  Further Action.  If, at any time after
the Closing,  any such further action is necessary or desirable to carry out the
purposes  of this  Agreement  and to vest the Buyer with full  right,  title and
possession to all assets, property, rights, privileges, powers and franchises of
the Company, the Sellers and the officers and directors of the Company are fully
authorized,  in the name of the Company, to take, and will take, all such lawful
and necessary action.

         1.6  Excluded  Assets and  Liabilities.  No assets owned by the Company
shall be excluded,  other than those listed in the Disclosure Schedule.  Sellers
shall assume at Closing and indemnify the Company and Buyer from any loss, claim
or liability for any severance,  back pay, unpaid  employment taxes, sick pay or
accrued vacation payable to any employees of the Company,  and any liability for
commissions payable to any third-party broker dealers ("Excluded Liabilities").

         1.7  Registration  Rights.  If at any time during a period of two years
after  Closing,  the  Buyer  shall  prepare  and file  one or more  registration
statements under the Securities Act of 1933 (the "Act") with respect to a public
offering of equity or debt  securities of the Buyer,  other than a  registration
statement on Forms S-4, S-8, or similar form, the Buyer will include in any such
registration  statement  such  information  as is  required,  and such number of
shares of Common  Stock held by, or shares of Common  Stock held by, the Sellers
to  permit a  public  offering  of such  shares  of  Common  Stock as  required;
provided,  however,  that if, in the  written  opinion of the  Buyer's  managing
underwriter, if any, for such offering, the inclusion of the shares requested to
be registered, when added to the securities being registered by the Buyer or the
selling  security  holder(s),  would  exceed the  maximum  amount of the Buyer's
securities  that can be marketed  without  otherwise  materially  and  adversely
affecting  the entire  offering,  then the Buyer may exclude from such  offering
that portion of the shares required to be so registered so that the total number
of securities  to be registered is within the maximum  number of shares that, in
the  opinion of the  managing  underwriter,  may be marketed  without  otherwise
materially and adversely affecting the entire offering.  The Buyer shall use its
best efforts to obtain promptly the effectiveness of such registration statement
and maintain the effectiveness  thereof for at least 180 days and to register or
qualify  the  subject  shares of Common  Stock for sale in up to five (5) states

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identified  by the  Sellers.  The Buyer shall bear all fees and  expenses of the
registration  other than the fees and  expenses of any  counsel  retained by the
Sellers to review the registration statement prepared by Buyer and the amount of
any underwriting discounts or sales commissions  attributable to Sellers' shares
being sold.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

         2.1 Representations and Warranties of Sellers and the Company.  Sellers
and the  Company  jointly  and  severally  represent  and warrant to Buyer that,
except as set forth in the Disclosure Schedule:

                  (a) Title to the  Shares.  At  Closing,  Sellers  shall own of
         record  and  beneficially  the  Shares  as  listed  in  the  Disclosure
         Schedule, free and clear of all liens,  encumbrances,  pledges, claims,
         options,  charges and assessments of any nature  whatsoever,  with full
         right and lawful  authority to transfer the Shares to Buyer.  No person
         has any  preemptive  rights or rights of first  refusal with respect to
         any of the Shares.  There exists no voting agreement,  voting trust, or
         outstanding  proxy  with  respect  to any of the  Shares.  There are no
         outstanding rights, options,  warrants, calls, commitments or any other
         agreements of any character,  whether oral or written,  with respect to
         the Shares.  The Shares  represent  100% of all issued and  outstanding
         equity securities of the Company.

                  (b)  Authority.  The Company  and Sellers  have full power and
         lawful   authority  to  execute  and  deliver  this  Agreement  and  to
         consummate   and  perform  the  other   agreements   and   transactions
         contemplated  hereby.  This  Agreement   constitutes  (or  shall,  upon
         execution,  constitute)  valid and legally  binding  obligation  of the
         Company and Sellers,  enforceable in accordance with its terms. Neither
         the  execution  and  delivery  of this  Agreement  by the  Company  and
         Sellers,  nor the  consummation and performance of other agreements and
         the transactions  contemplated  thereby,  conflicts with,  requires the
         consent,  waiver or  approval  of,  results  in a breach of or  default
         under,  or gives  to  others  any  interest  or  right of  termination,
         cancellation  or  acceleration  in or with respect to, any agreement by
         which the  Company or Sellers  are a party or by which the  Company and
         Sellers or any of their  respective  properties  or assets are bound or
         affected.

                  (c)  Organization.  The Company is a  corporation  duly formed
         under the laws of the State of Texas.  The  Company  has all  requisite
         corporate  power and authority to own, lease and operate its properties
         and to carry on its business. The Company is duly qualified and in good
         standing as a corporation  in Texas and each other  jurisdiction  where
         its  ownership  of  property  or  operation  of its  business  requires
         qualification.

                  (d) Authorized  Capitalization.  The authorized capitalization
         of the Company  consists of One Hundred  Thousand  (100,000)  shares of
         Common  Stock,  par  value  one  tenth of One Cent  ($0.001),  of which
         Fifteen Thousand  (15,000) shares have been issued and are outstanding.
         The Shares have been duly  authorized,  validly issued,  are fully paid
         and nonassessable with no personal liability attaching to the ownership
         thereof and were offered,  issued, sold and delivered by the Company in
         compliance with all applicable  state and federal laws. The Company has
         no  outstanding  rights,   options,   warrants,   calls,   commitments,
         conversion or any other  agreements of any  character,  whether oral or
         written,  obligating  it to issue  any  shares  of  ownership,  whether
         authorized  or not.  The  Company  is not a party to or is bound by any

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         agreement,  contract,  arrangement  or  understanding,  whether oral or
         written,  giving any person or entity any  interest in, or any right to
         share,  participate in or receive any portion of, their income, profits
         or assets, or obligating the Company to distribute any portion of their
         income, profits or assets.

                  (e) Company Financial Statements.  The Company's balance sheet
         as of December 31, 2003, and statements of income,  shareholders equity
         and cash flow for the twelve months then ended (the "Company  Financial
         Statements")  are complete in all material  respects,  were prepared in
         accordance with generally accepted  accounting  principles applied on a
         basis  consistent  with prior periods and fairly  present the financial
         position of the Company as of December 31, 2003.

                  (f) No  Undisclosed  Liabilities.  Except  as set forth in the
         Company  Financial  Statements  and as  set  forth  in  the  Disclosure
         Schedule,  and  except  for  obligations  incurred  thereafter  in  the
         ordinary course of the Company's business, Sellers are not aware of any
         material  liabilities  for which the  Company is liable or will  become
         liable in the future.

                  (g) Taxes.  To Sellers'  knowledge,  the Company has filed all
         federal,  state,  local tax and other  returns and  reports  which were
         required  to be filed  with  respect  to all  taxes,  levies,  imposts,
         duties,  licenses and  registration  fees,  charges or  withholdings of
         every nature whatsoever ("Taxes"), and there exists a substantial basis
         in law and fact for all positions taken in such reports.  No waivers of
         periods of  limitation  are in effect with respect to any taxes arising
         from and  attributable  to the ownership of properties or operations of
         the business of the Company.

                  (h) Properties.  The Company has good and marketable  title to
         all its personal property,  equipment,  processes, patents, copyrights,
         trademarks,  franchises,  licenses  and  other  properties  and  assets
         (except for items  leased or licensed to the  Company),  including  all
         property  reflected in the Company Financial  Statements,  in each case
         free and clear of all liens,  claims and encumbrances of every kind and
         character,  except  as  set  forth  in  the  Disclosure  Schedule.  The
         Company's material assets are listed in the Disclosure Schedule,  along
         with any assets to be excluded from the sale hereby. The Company has no
         ownership  interest  in any real  property.  The assets and  properties
         owned,  operated or leased by the  Company and used in the  business of
         the Company are in good operating  condition in all material  respects,
         reasonable wear and tear excepted,  and suitable for the uses for which
         intended.

                  (i) Books and Records.  To Sellers'  knowledge,  the books and
         records  of the  Company  are  complete  and  correct  in all  material
         respects,  have  been  maintained  in  accordance  with  good  business
         practices and accurately reflect in all material respects the business,
         financial  condition  and results of  operations  of the Company as set
         forth in the Company Financial Statements.

                  (j) Insurance.  The Disclosure  Schedule  contains an accurate
         and complete list and brief  description  of all policies of insurance,
         including  fire  and  extended  coverage,  general  liability,  workers
         compensation,  fidelity, products liability,  property, and other forms
         of insurance or indemnity bonds held by the Company. The Company is not
         in  default  with  respect  to any  provisions  of any such  policy  or
         indemnity  bond and has not failed to give any  notice or  present  any
         claim  thereunder in due and timely fashion.  All policies of insurance

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         and bonds are:  (1) in full force and effect;  (2) are  sufficient  for
         compliance  by the  Company  with  all  requirements  of law and of all
         agreements  and  instruments  to which the Company is a party;  (3) are
         valid,  outstanding and enforceable;  (4) will remain in full force and
         effect  through the Closing;  and (5) will not be affected by, and will
         not terminate or lapse by reason of, the  transactions  contemplated by
         this Agreement.

                  (k) Material  Contracts.  The Company has no  purchase,  sale,
         commitment,  employment or other material contracts that are not listed
         on the Disclosure Schedule.

                  (l) Authorizations.  To Sellers' knowledge, the Company has no
         licenses,   permits,   approvals  and  other  authorizations  from  any
         governmental agencies and any other entities that are necessary for the
         conduct  of its  business,  except  as  set  forth  in  the  Disclosure
         Schedule,  which contains a list of all licenses,  permits,  approvals,
         and other authorizations, as well as a list of all copyrights, patents,
         trademarks, trade names, service marks, franchises,  licenses and other
         permits, each of which is valid and in full force and effect.

                  (m) No Powers of Attorney. The Sellers and the Company have no
         powers of attorney or similar authorizations  outstanding affecting the
         Company.

                  (n) Compliance with Laws. To Sellers'  knowledge,  the Company
         is  not in  violation  of any  federal,  state,  local  or  other  law,
         ordinance,  rule  or  regulation  applicable  to  the  business  of the
         Company,  and has not  received  any  actual or  threatened  complaint,
         citation or notice of violation or investigation  from any governmental
         authority.  The Company is in full  compliance with all securities laws
         and  regulations  and all  rules of the NASD and the  Texas  Securities
         Board.

                  (o) Compliance with Environmental Laws. To Sellers' knowledge,
         the Company is in compliance with all applicable  pollution control and
         environmental   laws,  rules  and  regulations.   The  Company  has  no
         environmental  licenses,  permits and other authorizations held by them
         relative to compliance with environmental laws, rules and regulations.

                  (p) No Litigation.  There are no actions, suits, arbitrations,
         or  to  Sellers'   knowledge,   claims,   complaints,   investigations,
         inspections,  or proceedings pending or threatened against the Company,
         at law or in  equity,  or  before  or by any  governmental  department,
         commission, court, board, bureau, agency or instrumentality.  There are
         no  orders,   judgments  or  decrees  of  any  governmental   authority
         outstanding  which  specifically  apply  to the  Company  or any of its
         assets.

                  (q) Validity.  To Sellers' knowledge,  all material contracts,
         agreements,  leases and  licenses to which the Company is a party or by
         which it or any of its properties or assets are bound or affected,  are
         valid and in full force and effect; and no breach or default exists, or
         upon the giving of notice or lapse of time,  or both,  would exist,  on
         the part of the Company or by any other party thereto.

                  (r) No Adverse Changes. To Sellers' knowledge,  since December
         31, 2003,  there have been no actual or  threatened  developments  of a
         nature that is materially adverse to or involves any materially adverse
         effect upon the business,  financial condition,  results of operations,
         assets, liabilities, or prospects of the Company.

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                  (s) Full Disclosure.  All statements of the Company  contained
         in this Agreement and in any other written documents delivered by or on
         behalf of the  Company to Buyer are true and  correct  in all  material
         respects.

                  (t) ERISA  Matters.  The  Company  and all  "Employee  Benefit
         Plans"  described  in Section 3(3) of the  Employee  Retirement  Income
         Security Act of 1974,  as amended  ("ERISA"),  that cover any of its or
         their  employees  (which  Employee  Benefit  Plans  are  listed  on the
         Disclosure  Schedule),   comply  in  all  material  respects  with  all
         applicable  laws,  requirements and orders under ERISA and the Internal
         Revenue Code of 1986, as amended (the "Code"),  the breach or violation
         of which would have a material adverse effect on the Company,  taken as
         a whole;  the present  value of all the assets of each of its  Employee
         Benefit Plans that it is subject to Title IV of ERISA equals or exceeds
         to the  knowledge  of  the  Company  the  present  value  of all of the
         benefits accrued under each such Employee Benefit Plan as of the end of
         most  recent plan year with  respect to such plan  ending  prior to the
         date hereof,  calculated on the basis of the actuarial assumptions used
         in the last  actuarial  evaluation  for  each  such  plan;  none of the
         employees  of  the  Company  is  covered  by  a  collective  bargaining
         agreement; the Company has never contributed to a "multi-employer plan"
         as defined in Section  3(37) of ERISA;  neither  the  Employee  Benefit
         Plans nor any  fiduciary  or  administrator  thereof  has  engaged in a
         "prohibited  transaction"  as defined in Section 406 of ERISA or, where
         applicable,  Section  4975  of the  Code  for  which  no  exemption  is
         applicable,  that may have any Material  Adverse Effect on the Company,
         taken as a whole,  nor to the  knowledge of the Company have there been
         any  "reportable  events" as defined in Section 4043 of ERISA for which
         the thirty-day notice has not been waived.

                  (u) Bank Accounts. The Disclosure Schedule contains a complete
         list of all bank accounts and the signatories thereof.

         2.2  Representations  and  Warranties of Buyer.  Buyer  represents  and
warrants to Sellers and Company as follows:

                  (a)   Organization.   The   Buyer   is  a   corporation   duly
         incorporated,  validly  existing and in good standing under the laws of
         the  State of  Texas.  Buyer  has all  requisite  corporate  power  and
         authority to own,  lease and operate its properties and to carry on its
         businesses.  The Buyer is duly  qualified  and in good standing in each
         jurisdiction  where its  ownership  of  property  or  operation  of its
         business requires qualification.

                  (b)   Authorized   Capitalization.   The   authorized   common
         capitalization of the Buyer at Closing consists of 50,000,000 shares of
         Common Stock, $0.01 par value, of which approximately 15,000,000 shares
         will be issued  and  outstanding  prior to the  Closing.  All shares of
         Buyer,  including  the shares to be issued to Sellers  hereunder,  have
         been duly authorized,  validly issued, are fully paid and nonassessable
         with no personal liability  attaching to the ownership thereof and were
         offered, issued, sold and delivered by the Buyer in compliance with all
         applicable state and federal laws.

                  (c)  Authority.  Buyer has full power and lawful  authority to
         execute and deliver this  Agreement and to  consummate  and perform the
         Transactions  contemplated  thereby,  and has been  approved by Buyer's
         Board of Directors.  This Agreement  constitutes  the valid and legally
         binding obligation of Buyer,  enforceable in accordance with its terms.
         Neither the execution and delivery of this Agreement by Buyer,  nor the

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         consummation   and  performance  of  the  agreements  and  transactions
         contemplated  hereby,  conflicts with, requires the consent,  waiver or
         approval  of,  results  in a breach of or  default  under,  or gives to
         others  any  interest  or  right  of   termination,   cancellation   or
         acceleration  in or with respect to, any  agreement by which Buyer is a
         party or by which Buyer or any of its  respective  properties or assets
         are bound or affected.

                  (d)  Buyer's  Financial  Statements.   The  Buyer's  Financial
         Statements  set  forth  in its  annual  and  quarterly  reports  to the
         Securities  and Exchange  Commission  are  complete,  were  prepared in
         accordance with generally accepted  accounting  principles applied on a
         basis  consistent  with prior periods and fairly  present the financial
         position  of the  Buyer  as of the  most  recent  period  released  and
         disseminated to the public.

                  (e) Books and Records.  The books and records of the Buyer are
         complete and correct in all material respects,  have been maintained in
         accordance with good business  practices and accurately  reflect in all
         material  respects the  business,  financial  condition  and results of
         operations  of  the  Buyer  as  set  forth  in  the  Buyer's  Financial
         Statements.

                  (f) Compliance with Laws. The Buyer is not, and as a result of
         the transactions  contemplated hereby, will not be, in violation of any
         federal,  state,  local or other  law,  ordinance,  rule or  regulation
         applicable  to its  business,  and  has  not  received  any  actual  or
         threatened complaint,  citation or notice of violation or investigation
         from any governmental authority,  including the Securities and Exchange
         Commission.

                  (g) Compliance with Environmental  Laws. To Buyer's knowledge,
         the Buyer is in compliance  with all applicable  pollution  control and
         environmental   laws,   rules  and   regulations.   The  Buyer  has  no
         environmental  licenses,  permits and other  authorizations held by the
         Buyer  relative  to  compliance  with  environmental  laws,  rules  and
         regulations.

                  (h) Litigation.  Except as disclosed in the Buyer's  Financial
         Statements, there are no material actions, suits, claims, complaints or
         proceedings  pending or  threatened  against  the  Buyer,  at law or in
         equity, or before or by any governmental department, commission, court,
         board, bureau, agency or instrumentality.

                  (i) Full Disclosure. All statements of Buyer contained in this
         Agreement and in any other written documents  delivered by or on behalf
         of the Buyer to Sellers are true and correct in all material respects.

                  (j) Investment  Intent.  Buyer is acquiring the Shares for its
         own account for investment and not with a view to, or for sale or other
         disposition  in connection  with, any  distribution  of all or any part
         thereof.

                  (k) Restricted  Securities.  Buyer understands that the Shares
         have  not  been  registered  pursuant  to  the  Securities  Act  or any
         applicable state securities laws, that the Shares will be characterized
         as  "restricted  securities"  under federal  securities  laws, and that
         under such laws and applicable regulations the Shares cannot be sold or
         otherwise disposed of without  registration under the Securities Act or
         an exemption therefrom.

                  (l) Disclosure of Information.  Buyer acknowledges that it has
         been furnished with information regarding the Company and its business,
         assets,  results of operations,  and financial condition to allow Buyer
         to make an informed  decision  regarding an  investment  in the Shares.
         Buyer represents that it has had an opportunity to ask questions of and

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<PAGE>

         receive  answers  from  the  Company  regarding  the  Company  and  its
         business, assets, results of operation, and financial condition.

                                   ARTICLE III

                                 INDEMNIFICATION

         3.1 Buyer Claims.  (a) Sellers shall indemnify and hold harmless Buyer,
its successors and assigns, against, and in respect of:

                           (i) Any and all damages, losses, liabilities,  costs,
                  and  expenses  incurred or suffered by Buyer that result from,
                  relate to, or arise out of:

                                    (A) Any  failure by Sellers to carry out any
                  covenant or agreement contained in this Agreement;

                                    (B) Any material misrepresentation or breach
                  of  warranty  by  Sellers  contained  in this  Agreement,  the
                  Disclosure Schedule, or any certificate, furnished to Buyer by
                  Sellers pursuant hereto; or

                                    (C)  Any  claim  by  any   Person   for  any
                  brokerage  or  finder's  fee or  commission  in respect of the
                  transactions  contemplated  hereby  as a  result  of  Sellers'
                  dealings, agreement, or arrangement with such Person.

                           (ii) Any and all actions, suits, claims, proceedings,
                  investigations,    demands,   assessments,    audits,   fines,
                  judgments,  costs,  and  other  expenses  (including,  without
                  limitation,  reasonable  legal fees and expenses)  incident to
                  any of the foregoing  including  all such expenses  reasonably
                  incurred in mitigating any damages resulting to Buyer from any
                  matter set forth in subsection (i) above.

                  (b) The amount of any  liability of Sellers under this Section
         3.1 shall be  computed  net of any tax benefit to Buyer from the matter
         giving rise to the claim for  indemnification  hereunder and net of any
         insurance  proceeds received by Buyer with respect to the matter out of
         which such liability arose.

                  (c) The representations and warranties of Sellers contained in
         this Agreement,  the Disclosure Schedule,  or any certificate delivered
         by or on behalf of Sellers  pursuant to this Agreement or in connection
         with  the   transactions   contemplated   herein   shall   survive  the
         consummation of the transactions contemplated herein and shall continue
         in full force and effect for a period of 12 months from the date of the
         Closing.

         Anything to the contrary notwithstanding,  the Survival period shall be
         extended  automatically to include any time period necessary to resolve
         a written claim for indemnification which was made in reasonable detail
         before  expiration of the Survival Period but not resolved prior to its
         expiration, and any such extension shall apply only as to the claims so
         asserted and not so resolved within the Survival Period.  Liability for
         any such item shall  continue  until such claim shall have been finally
         settled, decided, or adjudicated.

                  (d) Buyer shall provide written notice to Sellers of any claim
         for  indemnification   under  this  Article  as  soon  as  practicable;

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<PAGE>

         provided,  however,  that  failure to provide  such  notice on a timely
         basis shall not bar Buyer's  ability to assert any such claim except to
         the extent that Seller is actually  prejudiced  thereby,  provided that
         such  notice is  received  by Sellers  during the  applicable  Survival
         Period.  Buyer shall make commercially  reasonable  efforts to mitigate
         any damages,  expenses,  etc.  resulting from any matter giving rise to
         liability of Sellers under this Article.

                  (e) Buyer's sole recourse  against  Sellers under this Article
         or otherwise under this Agreement shall be to cause  forfeiture of some
         or all of the shares  held in escrow  pursuant  to Section  1.3, at the
         rate of $0.25 per share held in escrow.

         3.2 Defense of Third-Party  Claims.  With respect to any claim by Buyer
under  Section  3.1,  relating  to a third  party  claim or demand,  Buyer shall
provide  Sellers with prompt written  notice thereof and Sellers may defend,  in
good faith and at their expense,  by legal counsel chosen by them and reasonably
acceptable to Buyer any such claim or demand,  and Buyer, at its expense,  shall
have the right to participate  in the defense of any such third party claim.  So
long as Sellers are  defending in good faith any such third party  claim,  Buyer
shall not settle or compromise  such third party claim. In any event Buyer shall
cooperate in the  settlement  or  compromise  of, or defense  against,  any such
asserted claim.

         3.3 Sellers  Claims.  Buyer shall  indemnify and hold harmless  Sellers
against, and in respect of, any and all damages,  claims,  losses,  liabilities,
and  expenses,  including  without  limitation,   legal,  accounting  and  other
expenses,  which may arise out of: (a) any material breach or violation by Buyer
of any covenant set forth  herein or any failure to fulfill any  obligation  set
forth  herein,  including,  but not  limited to, the  obligation  to satisfy the
Assumed  Liabilities;  (b) any material breach of any of the  representations or
warranties  made in this Agreement by Buyer;  or (c) any claim by any Person for
any  brokerage  or finder's  fee or  commission  in respect of the  transactions
contemplated hereby as a result of Buyer's dealings,  agreement,  or arrangement
with such Person.

         3.4 Settlement of Disputes. (a) Arbitration.  All disputes with respect
to any claim for  indemnification  under this Article III and all other disputes
and  controversies  of every kind and nature  between the parties hereto arising
out of or in connection  with this  Agreement  shall be submitted to arbitration
pursuant to the following procedures:

                           (i) After a dispute  or  controversy  arises,  either
                  party may, in a written  notice  delivered to the other party,
                  demand such arbitration;

                           (ii)  The  parties  shall  seek to  agree on a single
                  arbitrator to decide the case, and if they cannot agree,  then
                  the arbitrator  shall be named by the Dallas,  Texas office of
                  the American Arbitration Association ("AAA");

                           (iii)  The  arbitration  hearing  shall  be  held  in
                  Dallas, Texas, at a location designated by the arbitrator. The
                  Commercial  Arbitration Rules of the AAA shall be used and the
                  substantive laws of the State of Texas (excluding  conflict of
                  laws provisions) shall apply;

                           (iv) An award  rendered by the  arbitrator  appointed
                  pursuant to this  Agreement  shall be final and binding on all
                  parties to the  proceeding,  shall deal with the  question  of
                  costs of the  arbitration and all related  matters,  shall not
                  award  punitive  damages,  and  judgment  on such award may be
                  entered by either party in a court of competent  jurisdiction;
                  and

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<PAGE>

                           (v) Except as set forth in subsection (b) below,  the
                  parties  stipulate  that the  provisions  of this  Section 3.4
                  shall be a complete defense to any suit,  action or proceeding
                  instituted in any federal, state, or local court or before any
                  administrative  tribunal  with respect to any  controversy  or
                  dispute  arising  out  of  this  Agreement.   The  arbitration
                  provisions  hereof shall,  with respect to such controversy or
                  dispute,   survive  the  termination  or  expiration  of  this
                  Agreement.

                  (b) Emergency Relief. Notwithstanding anything in this Section
         3.4 to the contrary, either party may seek from a court any provisional
         remedy that may be  necessary to protect any rights or property of such
         party  pending  the  establishment  of  the  arbitral  tribunal  or its
         determination of the merits of the controversy.

                                   ARTICLE IV

                                  MISCELLANEOUS
                                  -------------

         4.1  Binding  Effect.  This  Agreement  and the  agreements  and  other
instruments delivered by or on behalf of the parties pursuant hereto, constitute
the entire  agreement  between the  parties.  The terms and  conditions  of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
heirs,  legal  representatives,  successor  and assigns of the  parties  hereto.
Nothing in this Agreement,  expressed or implied, confers any rights or remedies
upon any party other than the parties hereto and their respective  heirs,  legal
representatives and assigns.

         4.2  Applicable  Law.  This  Agreement is made pursuant to, and will be
construed under, the laws of the State of Texas.

         4.3 Notices.  All notices,  requests,  demands and other communications
hereunder  shall be in  writing  and will be deemed to have been duly given when
delivered or mailed, first class postage prepaid:

                  (a)      If to Sellers or the Company, to:

                                    Mr. James `Tony' Benton
                                    17194 Preston Rd. #102-177
                                    Dallas, Texas 75248
                                    Fax:  972-250-3158

                  (b)      If to Buyer, to:

                                    Mr. D.M. (Rusty) Moore, Jr.
                                    13355 Noel Road, Suite 300
                                    Dallas, Texas 75240
                                    Fax:  (972) 450-6001


         These  addresses may be changed from time to time by written  notice to
the other parties.

         4.4  Headings.  The  headings  contained  in  this  Agreement  are  for
reference only and will not affect in any way the meaning or  interpretation  of
this Agreement.

                                    Page 44
<PAGE>

         4.5 Counterparts.  This Agreement may be executed in counterparts, each
of which will be deemed an original and all of which  together  will  constitute
one instrument.

         4.6  Severability.  If  any  one or  more  of the  provisions  of  this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
under  applicable  law this  Agreement  shall be construed  as if such  invalid,
illegal  or  unenforceable  provision  had  never  been  contained  herein.  The
remaining  provisions  of this  Agreement  shall be given  effect to the maximum
extent then permitted by law.

         4.7  Forbearance,  Waiver.  Failure  to pursue  any legal or  equitable
remedy  or right  available  to a party  shall not  constitute  a waiver of such
right,  nor shall  any such  forbearance,  failure  or  actual  waiver  imply or
constitute waiver of subsequent default or breach.

         4.8 Attorneys'  Fees and Expenses.  The  prevailing  party in any legal
proceeding based upon this Agreement shall be entitled to reasonable  attorneys'
fees and expenses and court costs.

         4.9 Expenses. Each party shall pay all fees and expenses incurred by it
incident  to this  Agreement  and in  connection  with the  consummation  of all
transactions contemplated by this Agreement.

                            [Signature Page Follows]










                                    Page 45
<PAGE>

         IN WITNESS WHEREOF,  the undersigned  parties hereto have duly executed
this Agreement on the date first written above.

                                     Rush Financial Technologies, Inc.



                                     By:   /s/ D. M. (Rusty) Moore, Jr.
                                        ----------------------------------------
                                           D. M. (Rusty) Moore, Jr., President


                                     LostView Development Corporation



                                     By:   /s/ James `Tony' Benton
                                        ----------------------------------------
                                           James `Tony' Benton,
                                           President


                                     SELLERS:


                                              /s/ James `Tony' Benton
                                     -------------------------------------------
                                     James `Tony' Benton



                                              /s/ Jeffrey Nivin
                                     -------------------------------------------
                                     Jeffrey Nivin








                                    Page 46
<PAGE>


                                  SCHEDULE "A"

                               DISCLOSURE SCHEDULE






                                 EXCLUDED ASSETS

Sellers shall retain the domain name: www.lostview.com








                                    Page 47
<PAGE>

                                 INCLUDED ASSETS

Business Property:
         Software:        MSDN Universal Subscription
         --------

         Hardware:
         --------

                          DevServer    Medion 1704; P4-2.66Ghz, 512 MB, 120GB

                          DevServer2   Generic; P4-1.6GHz, 512MB

                          DevServer3   Compaq

                          DevServer4   Generic

                          DevServer5   Generic; P4-1.6GHz, 512 MB; 80GB

                          DevServer6   Generic; P4-1.6GHz, 512 MB; 80GB

                          LostJeff     PowerSpec, P4-3.0, 1GB, 120GB HD

                          LostTony     PowerSpec, P4-3.0, 1GB, 120GB HD

                          Conference   Emachine 1Ghz Celeron; 256MB; 60GB

         Furniture:
         ---------

                          Conference Table and Chairs
                          Tony's Desk
                          Jeff's Desk
                          3 Bookcases

Intellectual Property:

                  C++ Market Data Feed Parser Code

Other:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________













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