Terra Nova Financial Group, Inc. - Exhibit 4.3









EXHIBIT 4.3 

 

 
AMENDMENT NO. 1 TO 2005 LONG-TERM INCENTIVE
  PLAN 

  

  OF TERRA NOVA FINANCIAL GROUP, INC. 





               THIS
AMENDMENT NO. 1 TO 2005 STOCK OPTION PLAN (this "Amendment") of Terra Nova
Financial Group, Inc. (formerly Rush Financial Technologies, Inc.), a Texas corporation
(the "Company"), is made effective as of May 23, 2007. 




W I T N E S S E T H: 



               WHEREAS,
the Board of Directors of the Company has determined it to be in the best interest
of the Company to amend its Long-Term Incentive Plan (the "Plan") to provide that
the awards of stock options and other stock-based compensation previously granted
pursuant to the Company's prior stock option and incentive plans be governed by
the Plan, as set forth below: 




	 	1.              The
      second paragraph of the section titled "SCOPE AND PURPOSE OF PLAN" is hereby
      amended to add a new sentence as follows: 




	 	"Pursuant to action by the Board of Directors
      of the Company, each of (a) the Terra Nova Financial Group, Inc. Long-Term
      Incentive Plan, (b) the Rushmore Financial Group, Inc. 1997 Stock Option
      Plan, (c) the Rushmore Financial Group, Inc. Restated Incentive Stock Option
      Plan, (d) the Rushmore Financial Group, Inc. 1999 Stock Bonus Plan, (e)
      the Rushmore Financial Group, Inc. 2000 Stock Option Plan, and (f) the Rushmore
      Financial Group, Inc. 2002 Stock Option Plan (collectively, the "Old Plans")
      have, for administrative purposes, been combined with this Plan and all
      grants made thereunder shall be governed by the terms of this Plan. In the
      event that the terms of any of the Old Plans conflict with the terms and
      provisions of this Plan, this Plan shall control. The agreements governing
      individual grants pursuant to the Old Plans shall continue to govern such
      individual grants, but shall be interpreted and administered pursuant to
      this Plan, unless the terms of any such grant would be construed less favorably
      to the recipient under this Plan than under the applicable Old Plan." 




	 	2.              Certain
      definitions set forth in Section 1 of the Plan are hereby amended in their
      entirety to read as follows: 




	 	"1.10 "Company" shall mean Terra Nova Financial
      Group, Inc." 
	 	 
	 	"1.33 "Plan" means, as the context requires,
      (a) the Terra Nova Financial Group, Inc. Long-Term Incentive Plan, (b) the
      Rushmore Financial Group, Inc. 1997 Stock Option Plan, (c) the Rushmore
      Financial Group, Inc. Restated Incentive Stock Option Plan, (d) the Rushmore
      Financial Group, Inc. 1999 Stock Bonus Plan, (e) the Rushmore Financial
      Group, Inc. 2000 Stock Option Plan, (f) the Rushmore Financial Group, Inc.
      2002 Stock Option Plan and (g) this 2005 Long-Term Incentive plan." 












	 	3.              Section
      2.1 of the Plan is hereby amended in its entirety to read as follows: 




	 	"Maximum Number of Shares. Subject to the provisions
      of Paragraph a2.6 and Section 10 of the Plan, the aggregate number of shares
      of Stock that the Company may have subject to outstanding Awards at one
      time under the Plan shall be an amount equal to (a) ten percent of the total
      number of shares of Common Stock Equivalents outstanding from time to time,
      minus (b) the total number of shares of Stock subject to outstanding Awards
      on the date of calculation awarded under any other stock-based plan for
      employees or directors of the Company and its Subsidiaries (excluding the
      Company's 2006 Warrant Incentive Plan)." 




	 	4.              The
      first two sentences of Section 13.18 of the Plan are hereby amended in their
      entirety to read as follows: 




	 	"All questions arising with respect to the
      provisions of the Plan shall be determined by application of the laws of
      the State of Texas, except to the extent Texas law is preempted by federal
      law. Questions arising with respect to the provisions of an Award Agreement
      that are matters of contract law shall be governed by the laws of the state
      specified in the Award Agreement, except to the extent Texas corporate law
      conflicts with the contract law of such state, in which event Texas corporate
      law shall govern."  




	 	5.              Except
      as amended hereby, the Plan shall remain in full force and effect in accordance
      with its terms.  
	 	 
	 	6.              This
      Amendment shall be governed by and construed in accordance with the laws
      of the State of Texas. 






	 	TERRA NOVA FINANCIAL GROUP, INC., 

      by order of the Board of Directors 
	 	 
	 	 
	 	By:      /s/ Murrey
      Wanstrath            
      

      Name: Murrey Wanstrath                  
      

      Title:   Chief Financial Officer            
    








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