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  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.

<PAGE>

                  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:


<PAGE>

                  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.


<PAGE>

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

<PAGE>

         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 fall 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 curities Corp.


/s/ Eyal Shachar  01/05/02                    /s/ D.M. Rusty Moore, Jr. 12/11/01
---------------------------                   ----------------------------------
Eyal Shachar                                  D.M. Rusty Moore, Jr.
President                                     President


<PAGE>

                                  Amendment I

This  Amendment I  ("Amendment")  is entered  into and will become a part of and
attached as an amendment to the Agreement between the parties dated Dexember 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  member  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"),  wiht  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  comon 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 than 30 days from the
          consummation of amendment II.

<PAGE>

     d.   The Trader accounts  purchased is expected to produce an average of 50
          tickets per month per trader at Rush Trade'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   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 additional  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 porvisions 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
---------------------------             ------------------------------
Eyal Shachar                            D.M. Rusty Moore
President                               CEO