Exhibit 10.12

                                    AGREEMENT

       This Agreement ("Agreement") is entered into by and between NEWPORTX.COM,
a California corporation and NASD licensed  broker-dealer,  with mailing address
at 3972  Barranca  Parkway,  Ste.  J644,  Irvine,  California  92606 ("NEX") and
RushTrade.com,   inc.  a  subsidiary  of  Rushmore   Securities  Corp,  a  Texas
corporation  and an NASD licensed  broker-dealer,  with mailing  address at: One
Galleria  Tower,  3rd  Floor  13355  Noel Rd.  Dallas,  TX 75240  ("RSC"),  with
reference to the following:

       A.     NEX will,  on  occasion,  refer to RSC  individuals  who desire to
engage in trading  activities,  which individuals may or may not have received a
certificate of training from Online Trading Academy ("OTA").

       B.     RSC  desires  that NEX  refer  such  individuals  to RSC,  for the
purpose of  establishing  trading  accounts  on behalf of the  individuals,  and
acting as the broker-dealer for those individuals.

       C.     In  consideration of NEX referring  qualified  individuals to RSC,
RSC agrees to pay to NEX certain sums, in accordance with the formulas set forth
herein.

       NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:

       1.     The term of this  Agreement  shall be for a  period  of three  (3)
years,  beginning  from the date this  Agreement has been fully  executed by all
parties  hereto.  After the initial three (3) year term, the Agreement  shall be
deemed  to  continue  on the same  terms  and  conditions  each and  every  year
thereafter.  After the initial three (3) year term, either party may give twelve
(12) months notice to the other party of its intent to terminate the Agreement.

       2.     During the term of this  Agreement,  NEX will, on a  non-exclusive
basis,  refer to RSC  individuals  that have  expressed  an  interest in trading
activities.

       3.     For each  individual  referred  to RSC by NEX,  if RSC  chooses to
establish  a  trading  account  for  that  individual,  RSC  will pay to NEX the
following consideration:

              a.     Fifty percent (50%) of the "net  commissions"  generated by
the  individual  (determined  on a  monthly  basis).  For  the  purpose  of this
Agreement,  net commissions equals gross commissions earned less the actual cost
paid by RSC to a clearing house to clear the trades of that individual.

              b.     If the individual presents RSC with a certificate  provided
by OTA showing that the individual has satisfactorily completed a trading course
offered  by  OTA,  RSC  agrees  to  reimburse  the  individual  the  earned  net
commissions charged the


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individual  by RSC for trading  activities  in an amount equal to the face value
shown on the  certificate.  Reimbursement  will be achieved by reducing  trading
charges that RSC charges to the individual by  twenty-five  percent (25%) of its
regularly  published  commission  rate for each  trade,  until  such time as the
individual has received  cumulative  discounts equal to the certificate  amount.
Upon fully  crediting  earned net commissions in the required sum (i.e. the face
value shown on the  certificate),  RSC shall collect  earned  commissions in the
normal course of business.

              c.     RSC shall  aggregate  the earned net  commissions  for each
individual  referred by NEX to RSC, thereby  determining the total sum of earned
commissions  to be shared with NEX.  that amount  divided in two,  with one-half
paid to NEX  within  fifteen  (15) days of the end of the month in which the net
commissions were earned.

              d.     Payment  of the  required  amount  shall be in good  funds,
delivered to NEX by the time  specified,  at the address set forth  above.  Each
payment shall be accompanied by an accounting from RSC, showing the name of each
individual  for whom payment is being made, the gross  commissions  generated by
that  individual,  the cost of clearing trades charged to that  individual,  and
reimbursement  of earned  commissions (if any).  These reports shall provide the
required  information  in both a monthly and month to date  format.  All reports
shall  be   continuously   updated  and   provided  at  least   weekly,   either
electronically or in format that is accessible to NEX online.

       4.     NEX shall have the right, no more  frequently  than quarterly,  to
have its duly authorized  representative audit, during regular business hours at
the offices of RSC, the reports  provided  with each  payment,  to determine the
accuracy  thereof (this includes,  but is not limited to, the right to determine
if an individual  referred by NEX is a customer of RSC, the right to examine the
gross  commissions  earned on each  trade,  and the right to verify the costs of
clearing  charged to the customer against the actual costs incurred by RSC). If,
after audit,  NEX determines that there is a more than negative two percent (2%)
variance in the amounts due it from RSC, RSC, in addition to immediately  paying
the  additional  sums due,  shall also pay for the cost of the audit.  If, after
audit, NEX determines that it has been overpaid by more than two percent (2%) of
the  amount  that it is due,  it will  remit the  overpayment  to RSC or have it
applied to future payments, as NEX shall, in its sole discretion, determine.

       5.     To assist RSC in its reporting  requirements  to NEX, NEX will, no
less frequently than monthly,  provide RSC with the names all leads generated by
NEX who were  referred  by NEX to RSC in the  prior  month.  All  leads  will be
compiled  in a  database  to be  maintained  by NEX and to which  RSC will  have
reasonable access to leads referred to it.

       6.     As an inducement to enter into this Agreement,  RSC represents and
warrants to NEX the following:

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              a.     RSC is a Texas  corporation,  duly  authorized and lawfully
conducting its business at the address indicated above.

              b.     RSC is a member in good  standing  with the NASD and has no
regulatory restrictions on trading or otherwise. Further, it is duly licensed as
a direct  access Order Entry Firm (as defined in Rule 4710(f) of the NASD Rules)
and will maintain all such licenses throughout the term of this Agreement.

              c.     RSC is duly registered as a  broker/dealer  with the United
States Securities Exchange  Commission and with the securities  commissioners in
all fifty (50) states or such states as it will identify to NEX upon negotiation
of this Agreement.

              d.     RSC has the legal right to enter into this Agreement and to
perform the transactions  contemplated  hereby.  Further,  this Agreement,  when
executed by a duly authorized officer of RSC, will be a legal, valid and binding
obligation of RSC, enforceable against RSC in accordance with its terms.

              e.     RSC is not currently under investigation, nor is it subject
to memorandums of  understanding  or cease and desist orders from any regulatory
authority.  Further,  RSC has no reason to believe  that during the term of this
Agreement,  it will be in violation of any laws or regulations applicable to the
activities and payments of money contemplated herein.

       7.     As an inducement to enter into this Agreement,  NEX represents and
warrants to RSC the following:

              a.     NEX  is  a  California  corporation,  duly  authorized  and
lawfully conducting its business.

              b.     NEX is a member in good  standing  with the NASD and has no
regulatory  restrictions on referring individuals to RSC and sharing commissions
with RSC or otherwise.

              c.     NEX is duly registered as a  broker/dealer  with the United
States Securities Exchange Commission.

              d.     NEX has the legal right to enter into this Agreement and to
perform the transactions  contemplated  hereby.  Further,  this Agreement,  when
executed by a duly authorized officer of NEX, will be a legal, valid and binding
obligation of NEX, enforceable against NEX in accordance with its terms.

              e.     NEX is not currently under investigation, nor is it subject
to memorandums of  understanding  or cease and desist orders from any regulatory
authority.  Further,  NEX has no reason to believe  that during the term of this
Agreement,  it will be in violation of any laws or regulations applicable to the
activities and payments of money contemplated herein.

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       8.     Each party  hereto  agrees to  indemnify  and hold the other party
(including  its  shareholders,   directors,   officers,  employees,  agents  and
representatives)  harmless  from any and all  claims for  damages or  liability,
costs or expense  (including,  but not limited to reasonable  attorney's  fees),
that may arise out of its conduct in the performance of the Agreement, except if
the claim is for matters not covered by errors and omissions insurance or is the
result of gross  negligence or  intentional  wrongdoing on the part of the party
seeking indemnification.  The term "conduct in the performance of the Agreement"
shall be deemed to include acts of commission or omission, and material breaches
of any warranty or  representation  made as a part of this Agreement.  If either
party makes a claim against the other under this provision of the Agreement,  it
shall fully  cooperate  and assist the other party in defending or  compromising
the claims of third  parties.

       9.     Each party  hereto  agrees  that all  information  shared with the
other party, be it customer lists, financial  information,  or general knowledge
in the conduct of its affairs,  shall be deemed  confidential and a trade secret
of  the  party  disclosing  such  information.  Such  information  shall  not be
disclosed to any third party without the prior  written  consent of the party to
whom the information belongs,  subject to the right of regulatory authorities to
exercise subpoena powers.

       10.    Anything  contained herein to the contrary  notwithstanding,  this
Agreement  shall be  terminated  upon  the  occurrence  of any of the  following
events:

              a.     There is a breach of any  representation  or warranty  made
herein  which is not cured  within  ten (10) days after  written  notice of such
breach has been served on the breaching party by the non-breaching party.

              b.     Either party voluntarily or involuntarily  commences a case
under Title 11 of the United States Code (i.e. bankruptcy).

              c.     RSC fails to make any payment in a timely  manner.  For the
purpose of this Agreement, the term "timely manner" means within 48 hours of the
date due.

              d.     Either  party  violates  any  regulation  or  rule  of  its
governing  authority  (including,  but not  limited  to,  the NASD and the SEC),
thereby exposing the other party to liability for such violations.

              e.     There  is a  material  breach  of any  covenant  set  forth
herein.

       11.    In the event of early termination, to the extent that any money is
due NEX from RSC,  and such money may be  lawfully  paid to NEX,  RSC shall,  as
promptly as reasonably possible, pay such sum to NEX.

       12.    This Agreement contains the entire agreement of the parties hereto
with  respect to the  subject  matter  hereof and  supersedes  all prior oral or
written

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understandings.  This  Agreement  may not be  modified  or  amended  except in a
writing executed by the parties hereto.

       13.    All notices and other communication  hereunder shall be in writing
and shall be deemed given when delivered personally or when mailed by registered
or certified  mail,  return  receipt  requested,  or by facsimile (if there is a
confirmation of such transmission) to the parties at their respective  addresses
given above or their general  facsimile  numbers (or at such other address for a
party as shall be specified by notice).

       14.    RSC  recognizes  that the services to be rendered by it under this
Agreement are special,  unique and of extraordinary character which gives them a
peculiar value. In the event of the breach by RSC of the terms and conditions of
this  Agreement  to be performed  RSC,  NEX shall be entitled to  institute  and
prosecute  arbitration  proceedings  under the rules and auspices of the NASD to
obtain  damages for any breach of this  Agreement,  or to enforce  the  specific
performance  thereof by RSC or to enjoin RSC from any  violation of the terms of
this  Agreement  or  for  or  in  connection  with  any  dispute,  questions  or
controversies arising out of or under this Agreement.  RSC acknowledges that NEX
will be  irreparably  damaged  if RSC  shall  breach  any of the  terms  of this
Agreement and that NEX cannot be reasonably or adequately compensated in damages
for any  such  breach.  RSC  agrees  that an  injunction  may be  issued  in any
arbitration proceeding brought hereunder, restraining any such breach by RSC and
by a decree  of  specific  performance,  and that no bond or  security  shall be
requited in connection therewith.  The remedies provided herein to NEX, however,
shall not be exclusive and shall be in addition to any other remedy  (including,
damages) that NEX may have. In addition,  RSC shall be entitled to institute and
prosecute  arbitration  proceedings  against NEX under the rules and auspices of
the NASD for any  dispute,  questions or  controversies  arising out of or under
this Agreement.

       15.    This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of California  without  reference to the conflicts or
choice of law provisions thereof.

       16.    In the event that any provision of this  Agreement  conflicts with
federal, state or local law, regulation or ordinance,  the same shall not affect
the remainder of the provisions  which shall be given full effect without regard
to the invalid portions.

       17.    Except  as  otherwise   specified   herein,   the   invalidity  or
unenforceability  of any term or terms of this Agreement  shall not  invalidate,
make  unenforceable  or otherwise  affect any other term of this Agreement which
shall remain in full force and effect.

       18.    No  waiver  of  any  breach  of  any  agreement  provision  herein
contained shall be deemed a waiver of any preceding or succeeding breach thereof
or of any other agreement or provision  herein  contained.  No extension of time
for performance of any obligations or acts shall be deemed and extension of time
for performance of any other obligations or acts.


<PAGE>

       19.    The captions,  and titles of the individual sections,  clauses, or
provisions  are for  convenience  only and shall not be construed to affect this
agreement.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

NEWPORTX.COM                            Rushmore Securities Corp.



/s/ Eyal Shachar                        /s/ D.M. Rusty Moore, Jr.
-------------------------               -------------------------
Eyal Shachar                            D.M. Rusty Moore, Jr.
President                               President








<PAGE>

                                  Amendment 1

This  Amendment  1  "Amendment")  is entered  into and will become a part of and
attached as an amendment to the Agreement between the parties dated December 11,
2001 by and between  NEWPORTX.COM,  a California  corporation  and NASD licensed
broker-dealer, with mailing address at 3972 Barranca Parkway, Ste. J644, Irvine,
California  92606 ("NEX") and  RushTrade.com  a division of Rushmore  Securities
Corp,  a  Texas  corporation  and an NASD  memeber  broker-dealer  and  Rushmore
Financial  group,  Inc. (RFGI) both with mailing address at: One Galleria Tower,
3rd Floor  13355  Noel Rd.  Dallas,  TX 75240  ("RSC"),  with  reference  to the
following and as prescribed by Paragraph 12.

RushTrade.com,  RFGI and NEX  agree  that for a period  of  Six(6)  months  from
signing this amendment, an alternative payment method will be in place that will
act in lieu of Paragraphs 3 and 3a of the Agreement dated December 11, 2001.

Paragraph 3 is to be amended as follows - For each individual referred to RSC by
NEX, if RFGI/RSC  chooses to acquire  and  establish a trading  account for that
individual,   RFGI  will  pay  to  NEX  for  that   acquisition   the  following
consideration:

    a.  $2000  value paid in RFGI  restricted  common  stock at a fixed price of
        $0.25 per share or 8000 shares per customer. Stock will be issued to NEX
        or it's  assignee  monthly in 80,000  shares blocks for each group of 10
        Traders or acquired  accounts.  Any excess  number of Traders over round
        lot of Ten(10) Traders will be rolled over into the following month.
    b.  This method of payment,  controlled by this Amendment, will be in affect
        for Six (6)  months or until RFGI has  acquired a complete  block of 150
        Trader/accounts,  whichever  comes  first.  At that  time,  payment  for
        Traders  will  revert  back  to the  original  agreement  (See  Original
        Agreement  Paragraphs 3 and 3a for  reference)  before the  execution of
        this Amendment.
    c.  RFGI  hereby  gives  NEX  "piggyback"  registration  rights  on the next
        upcoming  registration  statement  RFGI files with the SEC no later than
        May 1, 2002. When the Six(6) months end, or RFGI has acquired a complete
        block of 150  Trader/accounts,  the parties will consider  Amendment II,
        the  intention of the parties to again  replace cash  payments  with the
        acquisition of blocks of Traders by the tender of RFGI restricted common
        stock to NEX at the then current  stock  valuation at the average of the
        then closing price for the previous  Thirty(30)  days.  These restricted
        stock shares would also have "piggyback" registration rights on the next
        upcoming  registration  statement  RFGI  files with the SEC but no later
        then 30 days from the consummation of amendment II.
    d.  The Trader  accounts  purchased  is expected to produce an average of 50
        tickets per month per trader at RushTrade's  standard  commission  rate.
        Therefore the expected production for the block of 150 customers will be
        7,500 tickets per month.  At the end of the 6-month term of Amendment I,
        the trade volume

<PAGE>

        production of that block of Traders/customers  will be monitored for the
        following 30 days. Any  underperformance  to the minimum  standard of 50
        trades per month per Trader  will be  augmented  with  aditional  Trader
        accounts  (customers from OTA) at no additional  cost to RFGI.  (Example
        120 traders  were  acquired  and  produced  5600  tickets on the 30 days
        following the agreement  end. In that event,  the 400 tickets short will
        be replaced with 8 customers generating 50 trades per month each.)

This Agreement  contains the entire agreement of the parties hereto with respect
to  the  subject  matter  hereof  and  supersedes  all  prior  oral  or  written
understandings.  This  Agreement  may not be  modified  or  amended  except in a
writing  executed by the parties  hereto.  This  Amendment  incorporates  and is
considered part and parcel of the original  Agreement as referenced  throughout.
It is understood  and agreed that this  Amendment is subject to the approval and
ratification of the RFGI Board of Directors.

Except as otherwise  specified herein, the invalidity or unenforceability of any
term or terms of this  Agreement  shall not invalidate,  make  unenforceable  or
otherwise  affect any other term of this  Agreement  which shall  remain in full
force and effect.

The captions, and titles of the individual sections,  clauses, or provisions are
for convenience only and shall not be construed to affect this agreement.



IN WITNESS WHEREOF, the parties have executed this Agreement as of:

This 14th Day of March 2002



NEWPORTX.COM                            Rushmore Financial Group, Inc.





/s/ Eyal Shachar                        /s/ D.M. Rusty Moore, Jr.
-------------------------               -------------------------
Eyal Shachar                            D.M. Rusty Moore, Jr.
President                               President