Exhibit 10.23

                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (this  "Agreement")  is made and
entered  into  as  of  September  30,  2004,  by  and  between  Rush   Financial
Technologies,  Inc., a Texas  corporation  (the  "Company"),  and Bonanza Master
Fund, Ltd. (the "Purchaser").

         This Agreement is made pursuant to the Subscription Agreement, dated as
of the  date  hereof,  by  and  between  the  Purchaser  and  the  Company  (the
"Subscription Agreement"), and pursuant to the Warrants referred to therein.

         The Company and the Purchaser hereby agree as follows:

         1.       Definitions. Capitalized terms used and not otherwise  defined
herein  that are defined in the  Securities  Purchase  Agreement  shall have the
meanings given such terms in the Securities Purchase Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

         "Commission" means the Securities and Exchange Commission.

         "Common  Stock" means shares of the Company's  common stock,  par value
$.01 per share.

          "Effectiveness  Period"  shall have the  meaning  set forth in Section
2(a).

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
and any successor statute.

         "Filing  Date"  means,  with  respect  to  the  Registration  Statement
required to be filed hereunder,  a date no later than thirty (30) days following
the Closing Date.

         "Holder" or "Holders"  means the Purchaser or any of its  affiliates or
transferees to the extent any of them hold Registrable Securities.

         "Indemnified Party" shall have the meaning set forth in Section 5(c).

         "Indemnifying Party" shall have the meaning set forth in Section 5(c).

         "Proceeding" means an action, claim, suit,  investigation or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

         "Prospectus"   means  the  prospectus   included  in  the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.



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         "Registrable  Securities"  means the shares of Common Stock issued upon
the execution hereof and issuable upon exercise of the Warrants.

         "Registration  Statement" means each registration statement required to
be filed hereunder, including the Prospectus, amendments and supplements to such
registration   statement  or  Prospectus,   including  pre-  and  post-effective
amendments,  all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.

         "Rule 144" means Rule 144 promulgated by the Commission pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Rule 415" means Rule 415 promulgated by the Commission pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Rule 424" means Rule 424 promulgated by the Commission pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Securities Act" means the Securities Act of 1933, as amended,  and any
successor statute.

         "Trading  Market"  means  any of the NASD OTC  Bulletin  Board,  NASDAQ
SmallCap Market,  the Nasdaq National Market, the American Stock Exchange or the
New York Stock Exchange.

         "Warrants" means the Common Stock purchase  warrants issued pursuant to
the Subscription Agreement.

         2.  Registration.  On or prior to the  Filing  Date the  Company  shall
prepare and file with the  Commission  a  Registration  Statement  covering  the
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415.  The  Registration  Statement  shall be on Form SB-2 (except if the
Company is not then eligible to register for resale the  Registrable  Securities
on Form SB-2, in which case such  registration  shall be on another  appropriate
form in accordance herewith). The Company shall cause the Registration Statement
to become effective and remain  effective as provided herein.  The Company shall
use its reasonable commercial efforts to cause the Registration  Statement to be
declared  effective  under the  Securities Act as promptly as possible after the
filing thereof. The Company shall use its reasonable  commercial efforts to keep
the Registration Statement continuously effective under the Securities Act until
the date which is the earlier date of when (i) all  Registrable  Securities have
been sold or (ii) all  Registrable  Securities may be sold  immediately  without
registration under the Securities Act and without volume  restrictions  pursuant
to Rule  144(k),  as  determined  by the  counsel to the  Company  pursuant to a
written opinion letter to such effect, addressed and acceptable to the Company's
transfer agent and the affected Holders (the "Effectiveness Period").



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<PAGE>

         3.       Registration  Procedures.  If  and  whenever  the  Company  is
required by the provisions  hereof to effect the registration of any Registrable
Securities  under the  Securities  Act, the Company  will, as  expeditiously  as
possible:

         (a) prepare and file with the  Commission  the  Registration  Statement
with respect to such Registrable Securities,  respond as promptly as possible to
any comments received from the Commission, and use its best efforts to cause the
Registration  Statement  to become and remain  effective  for the  Effectiveness
Period with respect thereto, and promptly provide to the Purchaser copies of all
filings and Commission letters of comment relating thereto;

         (b)  prepare  and  file  with  the  Commission   such   amendments  and
supplements to the Registration  Statement and the Prospectus used in connection
therewith as may be necessary to comply with the  provisions  of the  Securities
Act with respect to the disposition of all Registrable Securities covered by the
Registration  Statement and to keep such Registration  Statement effective until
the expiration of the Effectiveness Period;

         (c) furnish to the Purchaser such number of copies of the  Registration
Statement  and the  Prospectus  included  therein  (including  each  preliminary
Prospectus)  as the Purchaser  reasonably  may request to facilitate  the public
sale or disposition of the Registrable  Securities  covered by the  Registration
Statement;

         (d) use its commercially  reasonable efforts to register or qualify the
Purchaser's  Registrable  Securities covered by the Registration Statement under
the securities or "blue sky" laws of such jurisdictions within the United States
as the Purchaser may reasonably  request,  provided,  however,  that the Company
shall not for any such  purpose be  required  to qualify  generally  to transact
business  as a  foreign  corporation  in  any  jurisdiction  where  it is not so
qualified or to consent to general service of process in any such jurisdiction;

         (e)  list  the  Registrable  Securities  covered  by  the  Registration
Statement with any securities  exchange on which the Common Stock of the Company
is then listed;

         (f)  immediately  notify the  Purchaser  at any time when a  Prospectus
relating  thereto is required to be delivered  under the Securities  Act, of the
happening  of any event of which the Company has  knowledge as a result of which
the  Prospectus  contained in such  Registration  Statement,  as then in effect,
includes  an untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading in light of the circumstances then existing; and

         (g) make  available  for  inspection by the Purchaser and any attorney,
accountant or other agent  retained by the  Purchaser,  all publicly  available,
non-confidential  financial and other records, pertinent corporate documents and
properties  of the Company,  and cause the  Company's  officers,  directors  and
employees  to  supply  all  publicly  available,   non-confidential  information
reasonably requested by the attorney, accountant or agent of the Purchaser.



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         4.  Registration  Expenses.  All  expenses  relating  to the  Company's
compliance  with Sections 2 and 3 hereof,  including,  without  limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel and independent  public  accountants for the Company,  fees and expenses
(including  reasonable  counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD,  transfer taxes,  fees of
transfer agents and registrars,  reasonable fees of, and disbursements  incurred
by, one counsel for the Holders, are called "Registration Expenses." All selling
commissions applicable to the sale of Registrable Securities, including any fees
and disbursements of any special counsel to the Holders beyond those included in
Registration  Expenses, are called "Selling Expenses." The Company shall only be
responsible for all Registration Expenses.

         5.       Indemnification.

         (a) In the event of a registration of any Registrable  Securities under
the  Securities Act pursuant to this  Agreement,  the Company will indemnify and
hold harmless the Purchaser, and its officers,  directors and each other person,
if any, who controls the  Purchaser  within the meaning of the  Securities  Act,
against any losses, claims,  damages or liabilities,  joint or several, to which
the  Purchaser,  or such persons may become  subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any material fact contained in any  Registration  Statement
under which such Registrable Securities were registered under the Securities Act
pursuant to this  Agreement,  any  preliminary  Prospectus  or final  Prospectus
contained therein,  or any amendment or supplement  thereof,  or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  and will  reimburse  the  Purchaser,  and each such  person for any
reasonable  legal  or  other  expenses  incurred  by  them  in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that the Company will not be liable in any such case if and
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue  statement  or alleged  untrue  statement  or  omission  or
alleged  omission so made in  conformity  with  information  furnished  by or on
behalf of the  Purchaser or any such person in writing  specifically  for use in
any such document.

         (b) In the event of a registration of the Registrable  Securities under
the Securities Act pursuant to this Agreement,  the Purchaser will indemnify and
hold harmless the Company, and its officers, directors and each other person, if
any, who controls the Company within the meaning of the Securities Act,  against
all losses,  claims,  damages or  liabilities,  joint or  several,  to which the
Company  or  such  persons  may  become  subject  under  the  Securities  Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement  of any  material  fact which was  furnished in writing by the
Purchaser to the Company expressly for use in (and such information is contained
in) the  Registration  Statement  under which such  Registrable  Securities were
registered under the Securities Act pursuant to this Agreement,  any preliminary
Prospectus or final Prospectus contained therein, or any amendment or supplement



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<PAGE>


thereof,  or arise out of or are based upon the omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not misleading,  and will reimburse the Company and each
such  person for any  reasonable  legal or other  expenses  incurred  by them in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability or action, provided, however, that the Purchaser will be liable in any
such  case if and only to the  extent  that  any such  loss,  claim,  damage  or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished  in  writing  to  the  Company  by  or  on  behalf  of  the  Purchaser
specifically  for use in any such  document.  Notwithstanding  the provisions of
this  paragraph,  the Purchaser shall not be required to indemnify any person or
entity in excess of the amount of the  aggregate  net  proceeds  received by the
Purchaser  in respect of  Registrable  Securities  in  connection  with any such
registration under the Securities Act.

         (c) Promptly after receipt by a party entitled to claim indemnification
hereunder (an "Indemnified  Party") of notice of the commencement of any action,
such Indemnified Party shall, if a claim for  indemnification in respect thereof
is to be made against a party hereto  obligated  to indemnify  such  Indemnified
Party (an  "Indemnifying  Party"),  notify  the  Indemnifying  Party in  writing
thereof,  but the omission so to notify the Indemnifying Party shall not relieve
it from any  liability  which it may have to such  Indemnified  Party other than
under this Section 5(c) and shall only  relieve it from any  liability  which it
may have to such Indemnified  Party under this Section 5(c) if and to the extent
the Indemnifying  Party is prejudiced by such omission.  In case any such action
shall  be  brought  against  any  Indemnified  Party  and it  shall  notify  the
Indemnifying Party of the commencement  thereof, the Indemnifying Party shall be
entitled  to  participate  in and,  to the extent it shall  wish,  to assume and
undertake  the defense  thereof with counsel  satisfactory  to such  Indemnified
Party,  and, after notice from the Indemnifying  Party to such Indemnified Party
of its election so to assume and undertake the defense thereof, the Indemnifying
Party shall not be liable to such Indemnified  Party under this Section 5(c) for
any legal expenses subsequently incurred by such Indemnified Party in connection
with the defense thereof; if the Indemnified Party retains its own counsel, then
the  Indemnified  Party shall pay all fees,  costs and expenses of such counsel,
provided,  however,  that, if the defendants in any such action include both the
indemnified  party and the  Indemnifying  Party and the Indemnified  Party shall
have reasonably  concluded that there may be reasonable defenses available to it
which are different  from or additional to those  available to the  Indemnifying
Party or if the interests of the Indemnified  Party  reasonably may be deemed to
conflict with the interests of the  Indemnifying  Party,  the Indemnified  Party
shall have the right to select one  separate  counsel  and to assume  such legal
defenses and otherwise to  participate  in the defense of such action,  with the
reasonable expenses and fees of such separate counsel and other expenses related
to such participation to be reimbursed by the Indemnifying Party as incurred. In
order to  provide  for just and  equitable  contribution  in the  event of joint
liability  under  the  Securities  Act in any  case  in  which  either  (i)  the
Purchaser,  or any officer,  director or  controlling  person of the  Purchaser,
makes  a  claim  for  indemnification  pursuant  to  this  Section  5 but  it is
judicially  determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding  the fact that this  Section 5 provides for  indemnification  in
such case, or (ii) contribution  under the Securities Act may be required on the
part of the Purchaser or such  officer,  director or  controlling  person of the
Purchaser in  circumstances  for which  indemnification  is provided  under this



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Section 5; then,  and in each such case,  the  Company  and the  Purchaser  will
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (after  contribution  from others) in such proportion so that the
Purchaser is responsible only for the portion represented by the percentage that
the  public  offering  price  of its  securities  offered  by  the  Registration
Statement bears to the public  offering price of all securities  offered by such
Registration  Statement,  provided,  however,  that,  in any such case,  (A) the
Purchaser  will not be required to contribute any amount in excess of the public
offering  price  of  all  such  securities   offered  by  it  pursuant  to  such
Registration  Statement;  and (B) no  person  or  entity  guilty  of  fraudulent
misrepresentation  (within  the  meaning  of  Section  10(f) of the Act) will be
entitled  to  contribution  from any person or entity who was not guilty of such
fraudulent misrepresentation.

         6.       Representations and Warranties.

         (a) The Company files reports pursuant to Section 12(g) of the Exchange
Act and,  except with respect to certain matters which the Company has disclosed
to the  Purchaser on Schedule 4.21 to the  Securities  Purchase  Agreement,  the
Company has timely filed all reports,  schedules,  forms,  statements  and other
documents  required to be filed by it under the  Exchange  Act.  The Company has
filed (i) its Annual  Report on Form 10-KSB for the fiscal  year ended  December
31, 2003 and (ii) its  Quarterly  Report on Form 10-QSB for the fiscal  quarters
ended March 31, 2004 and June 30, 2004 (collectively,  the "SEC Reports").  Each
SEC Report was, at the time of its filing,  in substantial  compliance  with the
requirements  of its  respective  form  and  none  of the SEC  Reports,  nor the
financial  statements (and the notes thereto) included in the SEC Reports, as of
their respective filing dates, contained any untrue statement of a material fact
or omitted to state a material fact  required to be stated  therein or necessary
to make the statements  therein,  in light of the circumstances under which they
were made, not misleading.  The financial  statements of the Company included in
the SEC  Reports  comply as to form in all  material  respects  with  applicable
accounting   requirements  and  the  published  rules  and  regulations  of  the
Commission or other applicable rules and regulations with respect thereto.  Such
financial  statements have been prepared in accordance  with generally  accepted
accounting  principles ("GAAP") applied on a consistent basis during the periods
involved (except (i) as may be otherwise indicated in such financial  statements
or the notes thereto or (ii) in the case of unaudited interim statements, to the
extent they may not include footnotes or may be condensed) and fairly present in
all material respects the financial condition, the results of operations and the
cash flows of the Company and its subsidiaries,  on a consolidated basis, as of,
and for, the periods presented in each such SEC Report.

         (b) The Common Stock is listed for trading on the NASD Over the Counter
Bulletin  Board and  satisfies all  requirements  for the  continuation  of such
listing.  The Company has not  received any notice that its Common Stock will be
delisted from the NASD Over the Counter  Bulletin Board or that the Common Stock
does not meet all requirements for the continuation of such listing.



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         7.       Miscellaneous.

         (a)  Remedies.  In the event of a breach by the Company or by a Holder,
of any of their respective obligations under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement.

         (b)  Compliance.  Each Holder  covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it  in  connection  with  sales  of  Registrable   Securities  pursuant  to  the
Registration Statement.

         (c) Discontinued Disposition.  Each Holder agrees by its acquisition of
such  Registrable  Securities that, upon receipt of a notice from the Company of
the occurrence of a Discontinuation  Event (as defined below),  such Holder will
forthwith  discontinue  disposition  of such  Registrable  Securities  under the
applicable  Registration  Statement until such Holder's receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the  "Advice") by the Company that the use of the applicable
Prospectus  may be resumed,  and, in either  case,  has  received  copies of any
additional  or  supplemental  filings  that are  incorporated  or  deemed  to be
incorporated  by reference in such  Prospectus or  Registration  Statement.  The
Company may provide  appropriate  stop orders to enforce the  provisions of this
paragraph.  For purposes of this Section 7(d), a  "Discontinuation  Event" shall
mean (i) when the  Commission  notifies  the  Company  whether  there  will be a
"review" of such Registration  Statement and whenever the Commission comments in
writing on such  Registration  Statement  (the  Company  shall  provide true and
complete  copies  thereof  and  all  written  responses  thereto  to each of the
Holders);  (ii) any  request  by the  Commission  or any other  Federal or state
governmental  authority  for  amendments  or  supplements  to such  Registration
Statement or Prospectus or for additional information; (iii) the issuance by the
Commission of any stop order suspending the  effectiveness of such  Registration
Statement covering any or all of the Registrable Securities or the initiation of
any  Proceedings  for that  purpose;  (iv) the  receipt  by the  Company  of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and/or (v) the  occurrence  of any event or passage of time that makes
the financial statements included in such Registration  Statement ineligible for
inclusion  therein  or any  statement  made in such  Registration  Statement  or
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any material respect or that requires any revisions to such
Registration  Statement,  Prospectus or other  documents so that, in the case of
such  Registration  Statement  or  Prospectus,  as the case may be,  it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

         (d) Piggy-Back  Registrations.  If at any time during the Effectiveness
Period  there is not an  effective  Registration  Statement  covering all of the
Registrable  Securities and the Company shall determine to prepare and file with
the  Commission  a  registration  statement  relating to an offering for its own
account or the account of others under the  Securities  Act of any of its equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities Act) or their then  equivalents  relating to equity  securities to be
issued solely in connection  with any  acquisition  of any entity or business or



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equity  securities  issuable in connection  with stock option or other  employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen days after receipt of such notice, any such
Holder  shall  so  request  in  writing,  the  Company  shall  include  in  such
registration  statement  all or any  part of such  Registrable  Securities  such
holder  requests  to be  registered  to the extent the Company may do so without
violating  registration  rights  of  others  which  exist as of the date of this
Agreement,  subject to customary  underwriter cutbacks applicable to all holders
of registration  rights and subject to obtaining any required the consent of any
selling stockholder(s) to such inclusion under such registration statement.
         (e) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence,  may not be amended,  modified or supplemented,
and waivers or  consents to  departures  from the  provisions  hereof may not be
given,  unless the same shall be in writing  and signed by the  Company  and the
Holders of the then  outstanding  Registrable  Securities.  Notwithstanding  the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates  exclusively to the rights of certain  Holders and that
does not directly or indirectly  affect the rights of other Holders may be given
by Holders of at least a majority of the  Registrable  Securities  to which such
waiver or  consent  relates;  provided,  however,  that the  provisions  of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence.

         (f) Successors and Assigns.  This Agreement  shall inure to the benefit
of and be  binding  upon the  successors  and  permitted  assigns of each of the
parties  and shall  inure to the  benefit of each  Holder.  The  Company may not
assign its rights or obligations  hereunder without the prior written consent of
each Holder.  Each Holder may assign their respective  rights hereunder with the
prior written  consent of the Company,  which consent shall not be  unreasonably
withheld.

         (g) Execution and  Counterparts.  This Agreement may be executed in any
number of counterparts,  each of which when so executed shall be deemed to be an
original  and, all of which taken  together  shall  constitute  one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

         (h) Governing Law. All questions concerning the construction, validity,
enforcement  and  interpretation  of this  Agreement  shall be  governed  by and
construed  and enforced in  accordance  with the  internal  laws of the State of
Texas, without regard to the principles of conflicts of law thereof.  Each party
agrees that all  Proceedings  concerning the  interpretations,  enforcement  and
defense of the  transactions  contemplated  by this Agreement shall be commenced
exclusively  in the state and federal  courts  sitting in the City and County of
Dallas  Each  party  hereto   hereby   irrevocably   submits  to  the  exclusive
jurisdiction  of the state and federal  courts sitting in the City and County of
Dallas for the adjudication of any dispute  hereunder or in connection  herewith
or with any  transaction  contemplated  hereby or discussed  herein,  and hereby
irrevocably  waives, and agrees not to assert in any Proceeding,  any claim that
it is not personally  subject to the  jurisdiction of any such court,  that such



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Proceeding is improper.  Each party hereto hereby  irrevocably  waives  personal
service of process and consents to process  being served in any such  Proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery
(with  evidence of  delivery) to such party at the address in effect for notices
to it under this  Agreement and agrees that such service shall  constitute  good
and sufficient  service of process and notice thereof.  Nothing contained herein
shall be  deemed to limit in any way any right to serve  process  in any  manner
permitted by law.

         (i) Cumulative  Remedies.  The remedies  provided herein are cumulative
and not exclusive of any remedies provided by law.

         (j) Severability.  If any term,  provision,  covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  reasonable  efforts to find and  employ an  alternative
means to achieve the same or substantially  the same result as that contemplated
by such term,  provision,  covenant or restriction.  It is hereby stipulated and
declared to be the  intention of the parties  that they would have  executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

         (k) Headings.  The headings in this  Agreement are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.


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



                                              RUSH FINANCIAL TECHNOLOGIES, INC.


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


                                              BONANZA MASTER FUND, LTD.


                                              By:  /s/ Bernay Box
                                                  ---------------
                                              Name:  Bernay Box
                                              Title: Managing Partner






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