Agreement for Purchase and Sale of Certain Assets
                      Between Empire Holding Company, Inc.
         and Rushmore Financial Group, Inc and Rushmore Securities Corp.


       THIS AGREEMENT is entered into on July 31, 2002, between Empire Financial
Holding  Company,  Inc.,  a  corporation  organized  under  the laws of  Florida
("Buyer"), and Rushmore Financial Group, Inc., a corporation organized under the
laws of Texas and Rushmore  Securities Corp., a Texas corporation  (collectively
the "Seller"),

       WHEREAS,  Seller  is in  the  securities  brokerage  business,  servicing
approximately 11,000 customer accounts;

       WHEREAS,  Buyer is in the financial services business  ("Business"),  and
has an interest in acquiring the Seller's accounts and registered representative
relationships;

       WHEREAS,  Seller  desires to sell and Buyer desires to buy, to the extent
they  exist,  certain  assets of the Seller  including  customer  accounts,  the
documentation  relative  thereto,   registered   representative   relationships,
intellectual property required to maintain the client relationships prior to the
tape-tape  transfer (but none of the liabilities) of Seller  associated with the
Business as defined  herein,  upon the terms and  conditions  contained  in this
Agreement; and

       WHEREAS,  Buyer, in consideration  of the purchase of the Business,  will
pay  sums to the  Seller  pursuant  to a  revenue  sharing  arrangement  as more
particularly outlined in the Agreement below.

       NOW  THEREFORE,  in  consideration  of the mutual  covenants  hereinafter
contained and other good and valuable  consideration the receipt of which hereby
acknowledged, the parties hereto agree as follows:

1.     SALE OF BUSINESS.

       1.1    Purchased Assets. Seller shall sell, assign, and deliver to Buyer,
              and Buyer  shall  purchase  and  accept,  on the date of  Closing,
              certain assets and properties  owned by the Seller or in which it,
              collectively or  individually,  has any right,  title, or interest
              inchoate or  otherwise,  of every kind and  description,  wherever
              located,  which  shall be referred  to as the  "Purchase  Assets."
              Listed on Exhibit 1.1 are all of the Purchased  Assets  subject to
              this  Agreement,  and shall  include,  but not be limited  to, the
              following items related to the Business:

              (a)    all  trade,   customer  and  client   accounts   ("Customer
                     Accounts")  associated  with the registered  representative
                     relationships,   including   but  not   limited  to  credit
                     balances, debit balances, and securities positions;



Purchase and Sale of Certain Assets                                       Page 1
<PAGE>


              (b)    Seller's  rights  (but  not  obligations)  in  and  to  all
                     contracts and  agreements  related to the Business to which
                     Seller is a party on the Closing  Date,  including  but not
                     limited to:

                     (i)    all open Customer  Account  orders and contracts for
                            the purchase or sale of securities, (but not "fails"
                            or "DKs")  related  to the  Business  against  which
                            deliveries have not been completed as of the Closing
                            Date ("Sales Contracts"); and
                     (ii)   registered representative relationships successfully
                            transferred   on   the   National   Association   of
                            Securities Dealers' ("NASD") records from the Seller
                            to the Buyer  (but not the  contractual  obligations
                            associated therewith which includes specifically any
                            unpaid commissions relating to these relationships)

              (c)    all licenses,  franchises,  permits and other  governmental
                     authorizations  related  to the  Business  to or from third
                     parries  ("Licenses")  (referred to collectively  herein as
                     the "Assigned Agreements');
              (d)    all express or implied  warranty rights from the vendors or
                     third parties related to any of the Purchased Assets;
              (e)    all books,  records,  data and documents relating solely to
                     the Purchased Assets; and
              (f)    all  intellectual  and  proprietary  rights  including  the
                     registered  representative's  associated  codes,  telephone
                     numbers,  trade-marks,  trade names,  e-mail  addresses and
                     related   Internet   access   features  in  order  for  the
                     registered   representative   to   continue   daily   sales
                     activities.

       1.2    No   Assumption   of   Liabilities.   The  Buyer   shall  have  no
              responsibility   nor   obligation  to  assume  any  debt,   debit,
              liability,  or obligation,  monetary,  contractual or otherwise of
              the Seller as part of this transaction.  This includes, not by way
              of  limitation,  any  customer  claims  or  complaints,   current,
              threatened or prospective,  which relate to events occurring prior
              to  the  conversion  of  the  customer(s)   accounts,   registered
              representative  contracts,   vendor  contracts,   clearing  broker
              obligations or unpaid  commissions to registered  representatives.
              This shall not include customer "credit  balances" but only to the
              extent  such  flunds  are  accounted  for  in the  transition  and
              conversion of the Customer Accounts.  The Buyer will not be liable
              to any  vendor or third  party for  unsecured  debit  balances  in
              Customer Accounts  transferred to the Buyer. Listed on Exhibit 1.2
              are all of the Liabilities,  real,  pending or threatened,  of the
              Seller as of the execution of this Agreement.

              1.     (a) Taxes,  etc.  Seller shall pay all sales,  transfer and
                     use taxes  arising  out of the  transfer  of the  Purchased
                     Assets.  Buyer shall not be  responsible  for any business,
                     occupation,   withholding,   or  similar  tax  or  required
                     contributions,  or any  taxes  of any kind  related  to any
                     period before the Closing Date.



Purchase and Sale of Certain Assets                                       Page 2
<PAGE>

2.     CONSIDERATION.

       2.1    Revenue  Sharing.  In  consideration  of the sale of the Purchased
              Assets  under  this  Agreement  and of all other  things  done and
              agreed  to be  done  by  Seller,  Buyer  shall  pay to the  Seller
              twenty-five  (25%) percent of the gross  revenues  generated for a
              period  of  twelve  (12)  months  from the  Closing  Date.  "Gross
              Revenues"  consist  of  total  gross  broker/dealer   concessions,
              commissions  and  12b-1  or  other  trail  commissions  (including
              Registered  Investment  Advisory  (RIA)  fees  and  insurance  and
              Annuity  premiums  which are to be calculated on a pro rata basis;
              i.e.,  if  a  registered   representative  produces  RIA  fees  or
              Insurance  premiums  at a  payout  that is  greater  than  his/her
              broker/dealer  payout then that portion of Gross Revenues shall be
              adjusted pro rata to equate  proportionally to other broker/dealer
              concessions)   generated   or   received  by  the  Buyer  and  its
              subsidiaries, from the Seller's retail client base from registered
              representatives that are successfully transferred to the Buyer, in
              accordance with the terms of this Agreement (the "Consideration").

       2.2    Payment Schedule.   The Base Gross  Revenues for  determining  the
              amount  of   Consideration,   subject  to  adjustment,   shall  be
              $1,052,204,  resulting in Base Consideration of $263,051,  subject
              to adjustment. The Consideration shall be paid as follows:

              (a)    As a  prepayment  of  part  of  the  Consideration,  on the
                     Closing Date,  Buyer shall pay to Seller an initial payment
                     in the amount of  Ninety-eight  Thousand  Six  Hundred  and
                     Forty-four ($98,644) dollars or 37.5% of the Consideration,
                     which ever is greater.
              (b)    The balance of the  Consideration,  subject to  adjustment,
                     shall be paid in three installments, as follows:

                     1.     The First  Installment of Thirty-two  Thousand Eight
                            Hundred and Eighty-one ($32,881) dollars or 12.5% of
                            the  Consideration,   as  adjusted,  which  ever  is
                            greater,  shall be due the later of ninety days from
                            (i) the Closing Date (as defined  below) or (ii) the
                            completion   of  the   conversion  of  the  Customer
                            Accounts  from  the  Seller's   clearing  agents  to
                            Empire's  clearing agents and block transfers of the
                            Customer  Accounts  held at mutual fund and variable
                            insurance  companies  and also  transfer of Seller's
                            Registered representative relationships to the Buyer
                            as evidenced by NASD  records.  Adjustments  for the
                            Consideration  paid at the  Closing  Date  based  on
                            actual named registered representative relationships
                            transferred to the Buyer will be calculated and paid
                            in cash with the Second Installment.



Purchase and Sale of Certain Assets                                       Page 3
<PAGE>

                     2.     The  Second  Installment  shall be due to the Seller
                            six (6) months following the first installment; and
                     3.     The Third  Installment  shall be paid to the  Seller
                            four (4) months  following  the second  installment.
                            The  additional  month  will be  needed  to afford a
                            accurate   reconciliation  of  the  12  month  Gross
                            Revenues.

              (c)    Each of the First,  Second, and Third Installments shall be
                     adjusted  ratably after  determining  the percentage of the
                     Base Gross  Revenues  actually  received for the  preceding
                     period.  By way of example,  should the Gross  Revenues for
                     the period prior to the First  Installment be 10% less than
                     25% of the Base Consideration,  then the Second Installment
                     shall be reduced by 10%.
              (d)    Should   Buyer  pay  or  advance  any   Account   Executive
                     commissions or other remuneration  associated with the sale
                     of the assets under this  Agreement,  which would otherwise
                     be the Seller's  obligations,  then the Buyer shall receive
                     credit for these items and the Base Consideration  shall be
                     adjusted accordingly.
              (e)    At the  option of the  Buyer,  any or all of the  Second or
                     Third  Installments of the Consideration may be paid by the
                     Buyer in the Buyer's Rule 144(k)  securities.  In the event
                     any  installment  is paid in  whole  or in  part  with  the
                     Buyer's Rule 144(k)  securities,  the value  attributed  to
                     each share  shall be based on current  market  value of the
                     Buyers securities at the time of the payment. The number of
                     shares will be determined by dividing the Consideration due
                     in the Third and Fourth  Installments  by the then  current
                     market price of the Buyers securities,  calculated from the
                     average closing bid price for the preceding 5 trading days,
                     as quoted on the American Stock  Exchange.  The result will
                     be  the  number  of  shares  paid  as   Consideration.

3.     INSTRUMENTS OF TRANSFER; APPROVALS.

       The sales,  assignments,  and  deliveries to be made to Buyer pursuant to
       this Agreement  shall be affected by deeds,  bills of sale,  assignments,
       endorsements,  checks,  NASD records and other instruments of transfer in
       such form,  as Buyer  shall  reasonably  request.  Seller  shall  prepare
       appropriate forms of instruments of transfer and conveyance in conformity
       with this  Agreement  and shall submit them to Buyer for  examination  as
       least three days in advance of the  Closing  Date.  Among  other  things,
       these forms will include the customary ACAT or other acceptable  transfer
       forms  executed by the customers to insure the timely  assignments of the
       Customer Accounts to the Buyer.  Anytime and from *time to time after the
       Closing Date, on Buyer's request,  Seller will do, execute,  acknowledge,
       and deliver all such further acts,  deeds,  assignments,  transfers,  and
       powers of attorney as may be required in conformity  with this  Agreement
       for the adequate




Purchase and Sale of Certain Assets                                       Page 4
<PAGE>

       assigning, transferring,  granting, and confirming to Buyer of the assets
       and  properties  sold to Buyer.  In addition,  the Seller will  cooperate
       fully in the transfer of its registered  representative  relationships as
       evidenced  in the  NASD's  Central  Registration  Depository  ("CRD")  as
       contemplated by this Agreement.  All transfers and sales  contemplated by
       this  Agreement and the Closing,  shall be  conditioned  on all necessary
       regulatory approvals,  if any, including that of the National Association
       of Securities  Dealers  ("NASD") and Securities  and Exchange  Commission
       ("SEC").

4.     ASSIGNMENT OF CONTRACT RIGHTS.

       If  any  contract,  license,  commitment,  or  sales  or  purchase  order
       assignable to Buyer under this Agreement may not be assigned  without the
       consent of the other third parties, Seller will use their best efforts to
       obtain the  consent of such other  party to the  assignment.  If any such
       consent  cannot be obtained,  this  Agreement may be declared void at the
       option of the Buyer and all Consideration shall be returned to each party
       hereto without deduction.

       The  Seller  agrees,  that  subsequent  to the  Closing  Date,  all Gross
       Revenues   received   by  the   Seller  on   behalf  of  the   registered
       representatives   attached  to  this   Agreement   in  Exhibit  1.1,  and
       subsequently adjusted,  will promptly be forwarded to the Buyer. All such
       Gross  Revenues  shall  include the proper  endorsement  by the Seller to
       allow the Buyer to  deposit  the Gross  Revenues  in its  operating  bank
       accounts.

5.     BOOKS AND RECORDS.

       All client records,  which relate to the Purchased Assets sold hereunder,
       shall become the property of the Buyer.  Each party shall have reasonable
       access to, and the right to make extract  copies of books,  records,  and
       documents referred to in this Agreement that are in the possession of the
       other party.

6.     WAIVER OF COMPLIANCE WITH BULK SALES LAWS.

       Buyer hereby waives its right to required  compliance with any bulk sales
       or similar laws and in consideration therefore, Seller agrees that Seller
       shall  indemnify and save and hold Buyer  harmless  form any  liabilities
       (including without limitation  statutory  penalties,  damages or expenses
       (including reasonable attorney's fees), arising from the failure of Buyer
       or Seller to comply with any bulk sales or similar law  applicable to the
       transactions contemplated by this Agreement.




Purchase and Sale of Certain Assets                                       Page 5
<PAGE>

7.     DETAILED CLOSING PROCEDURES AND DELIVERIES.

       7.1    Closing/Closing  Date. Subject to fulfillment of the conditions to
              Closing  specified  in this  Agreement  and  pursuant to the other
              terms and  conditions  hereof,  the  closing  of the  transactions
              provided for in this Agreement (the "Closing") shall take place at
              the  offices of the Buyer at 2:00 p.m. on July 31, 2002 or at such
              other  date  and  time as may be  agreed  upon in  writing  by the
              parties hereto (the "Closing Date"),  such closing to be effective
              as of the close of business on the Closing Date.

       7.2    Conditions to Closing.  The  obligations  of Buyer to purchase the
              Purchased Assets and to pay, perform and discharge,  when due, and
              of Seller to sell,  transfer  and assign the  Purchased  Assets as
              provided in this Agreement are subject to the satisfaction, at the
              Closing  (except  where  specifically  required or permitted to be
              satisfied prior to or after the Closing or are expressly waived by
              the party for whose  benefit  the  condition  exists),  of all the
              respective obligations of Buyer and Seller set forth below:

              (a)    Delivery of Purchased Assets to Buyer. Seller shall deliver
                     the Purchased  Assets,  by duly executed Bill of Sale,  and
                     other appropriate  assignments or other instruments of bulk
                     transfers  or  clearing   firms   conversion   letters  and
                     documents   which  conform  to  the   requirements  of  the
                     Agreement, including executed approvals of all agencies and
                     instrumentalities,  and any other persons  requiring  them.
                     Simultaneously  with  the  consummation  of  the  transfer,
                     Seller, through its officers,  agents, and employees,  will
                     put  Buyer  into  full  possession  and  enjoyment  of  all
                     Purchased  Assets to be conveyed  and  transferred  by this
                     Agreement  and any and all Gross  Revenues due to the Buyer
                     subsequently received by the Seller.
              (b)    Delivery of Purchase Price.  Buyer shall deliver to Seller,
                     as prescribed by paragraph 2,  immediately  available funds
                     (or  Rule  144(k)  securities,  as the  case may be) in the
                     amount of the Consideration and other appropriate documents
                     which conform to the requirements of the Agreement.
              (c)    Certificate  from Seller.  Seller shall  deliver to Buyer a
                     certificate(s)   attached  as  Exhibit  7.2(c),  dated  the
                     Closing Date, signed by duly authorized  officers of Seller
                     certifying that:

                     (i)    the  representations  and warranties  made by Seller
                            herein or in any Exhibit or Schedule  hereto  remain
                            true in all material respects on the Closing Date as
                            though   made  on  such  date   except  for  changes
                            contemplated by the Agreement;
                     (ii)   Seller has  performed  and  complied in all material
                            respects   with  all   Agreements,   covenants   and
                            conditions required by the Agreement to be performed
                            or  complied  with  by  Seller  on or  prior  to the
                            Closing;



Purchase and Sale of Certain Assets                                       Page 6
<PAGE>

                     (iii)  no  litigation,  proceedings  or other  actions  are
                            pending  or  threatened  against  or  affecting  the
                            Seller which have  resulted or  reasonably  could be
                            expected to result with or in an action to enjoin or
                            the   prevention   of   the   consummation   of  the
                            transactions contemplated by the Agreement;
                     (iv)   Seller   has   received   all   consents   or   made
                            notifications  required by the  federal  government,
                            SEC, NASD, any state or local  governmental body, or
                            any other regulatory authority,  to the transactions
                            contemplated by the Agreement, and such consents are
                            in full force and effect; and;
                     (v)    that  from the date of this  Agreement  through  the
                            Closing Date,  Seller have managed and conducted the
                            Business  in  the  ordinary   course  as  heretofore
                            managed  and   conducted  as  though  no  change  of
                            ownership of the Business were contemplated, and has
                            used commercially reasonable efforts to preserve all
                            employee, vendor and customer relationships.

              (d)    Certificate  of  Buyer.  Buyer  shall  deliver  to Seller a
                     certificate attached as part of Exhibit 7.2(d), dated as of
                     the Closing  Date,  signed by a duly  authorized  office of
                     Buyer certifying that:

                     (i)    the  representations  and  warranties  made by Buyer
                            herein or in any Exhibit or Schedule  hereto  remain
                            true in all material respects on the Closing Date as
                            though  made  on  such  dated   except  for  changes
                            contemplated by the Agreement;
                     (ii)   Buyer has  performed  and  complied in all  material
                            respects   with  all   Agreements,   covenants   and
                            conditions required by the Agreement to be performed
                            or  complied  with  by  Buyer  on or  prior  to  the
                            Closing; and
                     (iii)  no  litigation,  proceedings  or other  actions  are
                            pending  against or  affecting  the Buyer which have
                            resulted or  reasonably  could be expected to result
                            either in an action to enjoin or the  prevention  of
                            the consummation of the transactions contemplated by
                            the Agreement;
                     (iv)   Buyer has  received  all  consents  required  by the
                            federal  government,  SEC,  NASD, any state or local
                            governmental   body,   or   any   other   regulatory
                            authority,  to the transactions  contemplated by the
                            Agreement,  and such  consents are in full force and
                            effect.

              (e)    Opinions of Seller's Counsel. Seller agrees that an opinion
                     shall be delivered from Seller's attorney, attached as part
                     of Exhibit  7.2(e) dated the Closing Date and  addressed to
                     Buyer,  which  shall be  limited to the  validity  of  this
                     transaction.



Purchase and Sale of Certain Assets                                       Page 7
<PAGE>

              (f)    Corporate Resolutions. As part of Exhibit 7.2(f), Buyer and
                     Seller shall  deliver to each of the other  parties  hereto
                     copies  of  their   respective   corporation   resolutions,
                     certified by the appropriate corporate officer, authorizing
                     the  execution  and  delivery  of  the  Agreement  and  the
                     consummation of the transactions contemplated hereby.
              (g)    Assignments  and  Guarantees.   Seller  shall  deliver  all
                     assignments  and  original  copies  of  any  guarantees  or
                     warranties relating to the Purchased Assets.
              (h)    Other  Agreements.  Buyer and Seller  shall each deliver to
                     the other copies of any governmental consent required to be
                     obtained pursuant to the Agreement.

8.     REPRESENTATIONS OF THE PARTIES.

       8.1    Representations  of  Seller.  Seller  represents,   certifies  and
              warrants to the Buyer as follows;

              (a)    Organization and Qualification. The Seller is a corporation
                     duly organized, validly existing and in good standing under
                     the  laws  of the  State  of  Texas.  The  Seller  has  all
                     requisite  power  and  authority  to  own  or  operate  its
                     properties  and  conduct  its  business  as it is now being
                     conducted.  The  Seller  is  duly  qualified  and  in  good
                     standing as a foreign  corporation or entity  authorized to
                     do  business  in each of the  jurisdictions  in  which  the
                     character of the properties owned or held under lease by it
                     or the nature of the business  transacted  by it makes such
                     qualification  necessary,   except  where  the  failure  to
                     qualify  would  not have a  Material  Adverse  Effect.  The
                     Seller has delivered to Purchaser  true and correct  copies
                     of the Articles of Incorporation and Bylaws of the Company.
              (b)    Its Board of Directors  has duly  authorized  the execution
                     and the  delivery  of this  Agreement  by  Seller,  and the
                     consummation  of  the  transaction   contemplated  by  this
                     Agreement.  The  Seller's  Board of  Directors on behalf of
                     Seller  has full  power and  authority  to enter  into this
                     Agreement  and to carry out all the  terms  and  provisions
                     hereof,  and all  authorizations,  assignments and consents
                     necessary for the execution and delivery of this Agreement.
                     No other corporate proceedings on the part of the Seller is
                     necessary to authorize  this Agreement or to consummate the
                     transactions so contemplated.;
              (c)    This Agreement, assuming due authorization,  execution, and
                     delivery by the other parties hereto,  constitutes a legal,
                     valid and binding Agreement,  enforceable against Seller in
                     accordance  with its terms  (subject,  as to enforcement of
                     remedies, to applicable bankruptcy, insolvency, moratorium,
                     and similar laws affecting creditors, rights generally from
                     time to time in effect and to equitable principles limiting
                     the availability of the remedy of specific performance.)



Purchase and Sale of Certain Assets                                       Page 8
<PAGE>

              (d)    The Seller has  delivered to Buyer copies of its  financial
                     statements as of and for the year ended  December 31. 2001,
                     certified by an independent  Certified Public Accountant or
                     accounting  firm,  and NASD  Focus  Reports  for the  three
                     months  ended  March  31,  2002  (the   "Seller   Financial
                     Statements").  Each  of  the  Seller  Financial  Statements
                     fairly  presents  the  financial  position of the entity or
                     entities  to which it relates  as of its date,  and each of
                     the related  statements of operations and retained earnings
                     and  cash  flows or  equivalent  statements  in the  Seller
                     Financial  Statements  (including  any  related  notes  and
                     schedules)  fairly  presents  the  results  of  operations,
                     retained  earnings  and cash flows,  as the case may be, of
                     the entity or  entities  to which it relates for the period
                     set forth therein in each case in accordance with generally
                     accepted accounting principles applicable to the particular
                     entity   consistently   applied   throughout   the  periods
                     involved,  except  as may be noted  therein.  The  accounts
                     receivable, notes receivable and any other contingent asset
                     reflected on the latest  balance  sheet of the Seller arose
                     from  bona  fide  transactions  in the  ordinary  course of
                     business,  and, to the best of the Seller's knowledge,  are
                     not subject to any offset or counterclaim.
              (e)    Neither the execution and delivery of this Agreement by the
                     Seller   nor   the   consummation   of   the   transactions
                     contemplated  hereby nor  compliance by the Seller with any
                     of the  provisions  hereof will (i) conflict with or result
                     in  any  breach  of  any   provision  of  the  Articles  of
                     Incorporation,  Bylaws or other  organization  documents of
                     the Seller or agreement with any other party,  (ii) require
                     any  consent,  approval,  authorization  or  permit  of, or
                     filing  with  or  notification   to,  any  governmental  or
                     regulatory Authority (as defined herein), (iii) result in a
                     material  default  (with or without  due notice or lapse of
                     time or both) (or give  rise to any  right of  termination,
                     cancellation  or  acceleration)  under  any of  the  terms,
                     conditions  or  provisions  of any  note,  bond,  mortgage,
                     indenture,   license,  agreement  or  other  instrument  or
                     obligation  to which the  Seller is a party or by which the
                     Seller or its assets may be bound, except for such defaults
                     (or rights of termination, cancellation or acceleration) as
                     to which requisite waivers or consents have been requested,
                     (d)  result  in the  creation  or  imposition  of any lien,
                     charge or other encumbrance on the assets of the Seller, or
                     (e) violate any order, writ, injunction,  decree,  statute,
                     rule or regulation  applicable to the Seller, or any of its
                     assets.



Purchase and Sale of Certain Assets                                       Page 9
<PAGE>



              (f)    Seller represents to the Buyer that (i) there is no action,
                     claim,  or  proceeding  pending or, to the knowledge of the
                     Seller, threatened, to which the Seller or is or would be a
                     party before any court or Governmental  Authority acting in
                     an adjudicative  capacity, or any arbitrator or arbitration
                     tribunal; (ii) the Seller is not subject to any outstanding
                     order,  writ,  injunction or decree; and (c) since December
                     31,  2001,  there  have been no claims  made or  actions or
                     proceedings  brought against any officer or director of the
                     Seller  arising  out  of or  pertaining  to any  action  or
                     omission  within the scope of his  employment  or  position
                     with  the   Seller.   There  is   no litigation  and  other
                     administrative,  judicial or quasi-judicial  proceedings to
                     which  the  Seller  is a  party  or to  which  it has  been
                     threatened to the Seller's knowledge to be made a party.
              (g)    Except as expressly  contemplated  by this  Agreement or in
                     the Seller Financial  Statements,  the Seller has conducted
                     its business only in the ordinary and usual course.
              (h)    The Seller and all "Employee  Benefit  Plans" as defined 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 Seller, taken as a whole.
              (i)    The  financial  statements  of it delivered to Buyer during
                     the course of the  negotiations  regarding this  Agreement,
                     fairly reflect the financial position of Seller;
              (j)    Seller,  individually,  has good marketable title to all of
                     the  Purchased  Assets  set  forth and  described  in 1 and
                     Exhibit  1.1,  which  is  attached,   and  incorporated  by
                     reference.  All Purchased  Assets are free and clear of all
                     mortgages, liens, encumbrances and third party claims;
              (k)    All assets and properties that were used in the business of
                     Seller  are  owned  by  Seller,   free  and  clear  of  all
                     mortgages, liens, and encumbrances.
              (1)    Seller  is not in  default  or breach  under any  contract,
                     agreement,  lease, or other document to which it is a party
                     (and the  execution of this  Agreement  will not create any
                     such default or breach),  and has  complied  with all laws,
                     regulations,  and ordinances  applicable to its business to
                     the date of this Agreement.
              (m)    Since July 17, 2002,  there has been no substantial  change
                     in the financial policies, accounts relations, or marketing
                     activities of Seller.
              (n)    No authorization  or approval of any  governmental  body is
                     required to be obtained  by Seller in  connection  with the
                     execution, delivery or performance of the Agreement, or, if
                     so required, all such authorizations or approvals have been
                     or will, prior to the Closing, be obtained by Seller.



Purchase and Sale of Certain Assets                                      Page 10


<PAGE>

              (o)    Seller has not engaged or  otherwise  used the  services of
                     any broker or finder in  connection  with the  Agreement or
                     the  transactions  contemplated  hereby.  Seller  agrees to
                     indemnify  and hold  harmless  Buyer from and  against  any
                     liability for any fee, compensation,  commission or expense
                     (including attorneys' feed) arising out of any claim by any
                     person  acting or  claiming  to act on behalf of Seller for
                     fees, compensation,  commission or expenses with respect to
                     the Agreement or the transactions contemplated hereby.
              (p)    Within  the  times  and in the  manner  prescribed  by law,
                     Seller has, and shall have through the Closing Date,  filed
                     all  federal,  state,  foreign  and/or  local  tax  returns
                     required by law and have paid all taxes (including, without
                     limitation,   income,  franchise,   sales,  use,  transfer,
                     payroll,  withholding and ad valorem  taxes),  assessments,
                     and penalties due and payable with respect to the Purchased
                     Assets. Seller acknowledges that all taxes, assessments and
                     penalties,  including,  but  not  limited  to,  income  and
                     franchise  taxes through the Closing Date, are the Seller's
                     responsibility.  There are no current  disputes as to taxes
                     of any  nature  payable  by  Seller  or  that  affect,  the
                     Purchased Assets or the Business.
              (q)    The trade names, trademarks,  copyrights, service marks and
                     registrations,  all goodwill associated  therewith,  if any
                     (the  "Marks"),  are all those  used in the  conduct of the
                     Business,  and are  owned  by  Seller,  or  held by  Seller
                     pursuant to  licenses  to use the same,  free of any liens,
                     encumbrances,  restrictions or to Seller's  knowledge legal
                     or  equitable  claims of  others.  All Marks  which are the
                     subject of any license are so identified in this Agreement.
                     Seller has good right to sell or assign any license for the
                     use of the Marks to Buyer as provided in the Agreement, and
                     to Seller's knowledge such use or license does not conflict
                     with, infringe,  or otherwise violate any rights of others.
                     Seller  has no  knowledge  of any  infringement  or alleged
                     infringement by anyone of any of such Marks.
              (r)    Seller has provided  Buyer with complete  information as to
                     all the trade  secrets  used in the  Business  (the  "Trade
                     Secrets"),  all the Trade Secrets are free and clear of any
                     liens, encumbrances,  restrictions,  and legal or equitable
                     claims of others.  Seller has taken all reasonable security
                     measures to protect the secrecy, confidentiality, and value
                     of the Trade  Secrets.  Any of Seller's  employees  and any
                     other persons who,  either alone or in concert with others,
                     developed,  invented,  discovered,  derived, programmed, or
                     designed  the Trade  Secrets,  or who have  knowledge of or
                     access to information  relating to the Trade Secrets,  have
                     been put on notice and, if  appropriate,  have entered into
                     agreements that these secrets are proprietary to Seller and
                     are not to be divulged or misused. All of the Trade Secrets
                     are  presently  valid  and  protected,  and  are not in the
                     public  domain  nor  have  they  been  used,  divulged,  or
                     appropriated   for  the  benefit  of  any  past or  present
                     employees or other persons, or to the detriment of



Purchase and Sale of Certain Assets                                      Page 11
<PAGE>

                     the Business.  It is  understood  and agreed that the Marks
                     and Trade  Secrets  described  herein  are  limited  to the
                     representative  relationships  and customer accounts of the
                     Business  purchased.   Notwithstanding  anything  contained
                     herein to the contrary,  the business and customer accounts
                     related to  registered  representatives  of Seller that are
                     not  specifically  listed on  Exhibit  1. and the  customer
                     accounts,  trade names, trademarks,  copyrights,  patients,
                     software,  intellectual  property,  trade  secrets  and all
                     other  assets  known as or  related to  RushTrade,  are not
                     included under the terms of this Agreement.

              (s)    There is no action, arbitration,  suit, notice, order, real
                     estate  tax  contest  or  legal,  administrative  or  other
                     proceeding   before  any  court  or  governmental   agency,
                     authority  or body  pending,  or,  to  Seller's  knowledge,
                     threatened against, or affecting Seller which would prevent
                     or materially interfere with the transactions  contemplated
                     by  this  Agreement  or  the  conduct  of the  Business  as
                     currently conducted;  or have a material adverse effect on,
                     or result in any material adverse change in, the Business.
              (t)    With respect to the  Business,  Seller is in  compliance in
                     all material  respects with all laws,  rules and ordinances
                     of Federal, state, county and local authorities,  including
                     but not limited to  occupational  health and safety,  equal
                     employment, knowledge, is and has been in compliance in all
                     material  respects with all authorities,  including but not
                     limited   to   zoning,    subdivision   control,    safety,
                     environmental, hazardous waste, building, use and occupancy
                     laws, ordinances, rules and regulations.
              (u)    Seller agrees to assist in obtaining a complete and current
                     schedule  Business'  customers and all  necessary  transfer
                     forms to the Buyer.
              (v)    Seller  possesses all licenses,  franchises,  permits,  and
                     other   governmental   authorizations   necessary  for  the
                     continued  conduct of the Business as  currently  conducted
                     without  material  interference or interruption and will be
                     in  possession  of same on the  Closing  Date,  transfer of
                     which does not require  any  approvals  and such  transfers
                     from Seller to Buyer (if required by Buyer) will be made at
                     Closing.
              (w)    Seller is not and will not at Closing  be in  default  with
                     respect  to  payment  of  premiums   due  under   insurance
                     policies,  if any, with respect to the Purchased Assets and
                     such  policies  will be  continued in full force and effect
                     through the Closing Date; provided,  however,  that none of
                     such policies,  or rights or benefits there under,  will be
                     assigned or otherwise  transferred to the Buyer pursuant to
                     this  Agreement.  There  are no  currently  outstanding  or
                     threatened claims under the insurance policies with respect
                     to the Purchased Assets.
              (x)    there  are no  employment  agreements  in  effect as of the
                     Closing Date.



Purchase and Sale of Certain Assets                                      Page 12
<PAGE>

              (y)    Seller now has, and at Closing will have approximately,

                     (a)    3,000  funded or active  customer  accounts  held at
                            Pershing & Co.
                     (b)    1,500  funded or active  customer  accounts  held at
                            Penson
                     (c)    6,400 direct  accounts with mutual fund and variable
                            annuity companies

       8.2    Buyer's  Representations  and Warranties.  Buyer hereby represents
              and warrants to Seller that:

              (a)    Buyer is a corporation duly organized, validly existing and
                     in good  standing  under  the  laws of  Florida  with  full
                     corporate   power  to  enter  into,   and  to  perform  its
                     obligations under, the Agreement.
              (b)    The execution, delivery and performance of the Agreement by
                     Buyer have been duly authorized by all necessary  corporate
                     action and do not, and will not,  violate or conflict  with
                     the provisions of the Buyer's  Certificate of Incorporation
                     or Bylaws or the provisions of any indenture, Agreement, or
                     other  instrument to which Buyer is a party or by which any
                     of its  property  is bound.  The  Agreement  constitutes  a
                     legal, valid and binding obligation of Buyer.
              (c)    Buyer has not engaged or otherwise used the services of any
                     broker or finder in  connection  with the  Agreement or the
                     transactions   contemplated  hereby  and  Buyer  agrees  to
                     indemnify  and hold  harmless  Seller  from and against any
                     liability for any fee, compensation, commission, or expense
                     (including attorneys' fees) arising out of any claim by any
                     person  acting  or  claiming  to act on behalf of Buyer for
                     fees,  compensation,  commission or expense with respect to
                     the Agreement or the transactions contemplated hereby.
              (d)    No authorization  or approval of any  governmental  body is
                     required  to be obtained  by Buyer in  connection  with the
                     execution, delivery or performance of the Agreement, or, if
                     so required, all such authorizations or approvals have been
                     or will, prior to the Closing, be obtained by Buyer.
              (e)    There is no action, arbitration,  suit, notice, order, real
                     estate  tax  contest  or  legal,  administrative  or  other
                     proceeding   before  any  court  or  governmental   agency,
                     authority  or  body  pending  or,  to  Buyer's   knowledge,
                     threatened  against or affecting  Buyer which would prevent
                     or interfere  with the  transactions  contemplated  by this
                     Agreement.

9.     CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS.

       The  obligations  of Buyer under this  Agreement are  conditioned  on the
       following all having occurred on or before the Closing Date:

              (a)    All  actions,   proceedings,   instruments,  and  documents
                     required of Seller under this Agreement  shall be in a form
                     approved by counsel for Buyer,  provided that such approval
                     shall not be unreasonably withheld.



Purchase and Sale of Certain Assets                                      Page 13
<PAGE>

              (b)    The  representations  and warranties made by Seller in this
                     Agreement  shall be  substantially  correct on the  Closing
                     Date,  except as affected by  transactions  contemplated in
                     this Agreement and changes occurring in the ordinary course
                     of  business,  with the same force and effect as though the
                     representations and warranties had been made on the Closing
                     Date.
              (c)    The instruments  executed and delivered to Buyer by each of
                     Seller  pursuant to this  Agreement are valid in accordance
                     with  their  terms and  effectively  vest in Buyer good and
                     marketable title to the assets and business as contemplated
                     by this  Agreement,  free  and  clear  of any  liabilities,
                     obligations, and encumbrances, except those liabilities and
                     obligations  expressly assumed by Buyer as provided in this
                     Agreement.
              (d)    Buyer  shall have  approved by or  received  any  necessary
                     government licenses.
              (e)    All Customer  Accounts  relating to the Business shall have
                     been  assigned  by Seller  to Buyer  (after  obtaining  any
                     requisite consents), and
              (f)    Buyer shall have received an assignment of all  trademarks,
                     trade  names  and  other  intellectual   property  used  in
                     connection with the Business.

10.    BROKER'S FEES.

       The parties each agree that no broker is involved and no brokerage fee is
       owed in connection with this transaction.


11.    RESTRICTIVE COVENANTS.

       11.1   Confidentiality.  The Seller and its  principals  (for purposed of
              this 11,  collectively  the "Seller")  acknowledge that during its
              ownership and operation of the Business "Proprietary  Information"
              shall  consist of customer  lists,  Customer  Accounts,  and other
              information  relating to the past,  present,  or future  business,
              finances,   general  operation,   and  policies  of  the  Seller's
              operations.  The  Seller  agrees  that he will  not,  directly  or
              indirectly  divulge,  furnish or make  accessible any  Proprietary
              Information  to any  other  person  or  entity  without  the prior
              written consent of the Buyer.  Without effect on other items which
              Proprietary   information   shall  not  be   deemed  to   include,
              Proprietary  Information  shall not include any information  which
              any  representative,  employee or agent of the Buyer has disclosed
              or in the future  discloses to any person or entity not affiliated
              with the  Buyer,  any  information  which  could be known  through
              examination of documents  made public by the Buyer,  intentionally
              or  unintentionally,  and any information which is generally known
              by professionals in the securities industry.


Purchase and Sale of Certain Assets                                      Page 14
<PAGE>

       11.2   Non-Solicitation.  Seller  agrees that it will not knowingly for a
              period of five (5) years  following the Closing Date,  directly or
              indirectly,  on behalf of  itself or any other  person or  entity,
              offer  employment  to, or in any manner solicit the services of or
              participate  in the hiring of, any then  current  employee  of the
              Buyer or any registered representative transferred from the Seller
              to the Buyer or induce any employee or  registered  representative
              of the Buyer to terminate his or her employment with the Buyer. In
              addition, Seller agrees that it will not knowingly for a period of
              five (5) years following the Closing Date, directly or indirectly,
              on behalf of itself or any  other  person or  entity,  solicit  or
              contact  any  customer or client of the Buyer or in any way induce
              or attempt to induce  such  customer  or client to  terminate  its
              relationship  with  the  Buyer,  or to  transfer  any  part of its
              business  away from the Buyer.  A  "customer"  or  "client"  shall
              include any person or entity which was a customer or client of the
              Seller prior to the Closing Date,  whether or not that customer or
              client's  account  with the Seller was active or dormant;  and any
              customer  or client of the buyer which  existed  prior to or after
              the Closing Date, whether or not that customer or client's account
              with the Seller was active or dormant.

       11.3   Non-Disparagement and Future Conduct.  The parties each agree that
              they will not make any  comments,  either  written or oral,  which
              could be construed as negative  concerning the other or any of the
              other's  affiliates  or  any  of the  other's  or  its  affiliated
              directors, officers, personnel, businesses, facilities or programs
              to any individual or entity,  including but not limited to present
              or  potential,  customers,  vendors,  employees,  or  financial or
              credit institutions.

       11.4   Remedies.  The parties hereto acknowledge that a violation of this
              11 by one party, will give rise to irreparable injury to the other
              party,  which  may  not  be  adequately  compensable  in  damages.
              Accordingly,   the  Buyer  or  the  Seller  may  seek  and  obtain
              injunctive  relief against the breach or threatened breach of this
              11,  in  addition  to  any  other  legal  remedies,  which  may be
              available,  and such legal remedies are not waived by the Buyer or
              the  Seller  by  virtue  of  seeking  injunctive  relief.  Without
              limiting  the  generality  of the  foregoing,  the Seller  further
              acknowledges  that in the  event of an  actual  breach  of 11,  in
              addition to any remedy at law  available  to the Buyer,  including
              but not  limited to  monetary  damages,  the Buyer  may,  upon the
              determination  of an  arbitration  panel that such a breach has in
              fact taken place,  immediately suspend all payments of any amounts
              to be made by the Buyer to the Seller or on his behalf  under this
              Agreement.  Seller  and  Buyer  acknowledge  and  agree  that  the
              covenants  contained  herein are  reasonable and necessary for the
              protection of the Buyer's legitimate business interests and of the
              Seller's business prospects and livelihood. Under no circumstances
              will a  violation  of  this 11  result  in a  termination  of this
              Agreement.



Purchase and Sale of Certain Assets                                      Page 15
<PAGE>

12.    EXPENSES OF NEGOTIATION AND TRANSFER.

       Each party  shall pay the party's own  expenses,  taxes,  and other costs
       incident  to or  resulting  from  this  Agreement,  whether  or  not  the
       transactions  contemplated  hereby are  consummated.  The costs of Seller
       shall include the  preparation  of documents of transfer and  documentary
       stamp taxes. Buyer's costs shall include fees for the filing or recording
       of instruments of transfer.

13.    NOTICES.

       Any notice to be given under this Agreement shall be given in writing and
       delivered personally, by facsimile, confirmed by overnight delivery or by
       registered or certified mail, postage prepaid as follows:

           (a)    If to Buyer, addressed to:    Richard Goble, Co-CEO
                                                Kevin Gagne. Co-CEO
                                                Empire Financial Holding, Inc.
                                                1385 West State Road 434
                                                Longwood, Florida 32750
                                                Facsimile: (407) 834-4289

                             With a copy to:    Allan M. Lerner, P.A.
                                                2888 East Oakland Park Boulevard
                                                Fort Lauderdale, Florida 33306
                                                Facsimile: (954) 563-8522

           (b)   If to Seller, addressed to:    Dewey M. ("Rusty") Moore, Jr.
                                                Rushmore Financial Group, Inc
                                                One Galleria Tower. Suite 300
                                                Dallas, Texas 75240
                                                Facsimile: (972) 364-4740

1.     COVENANTS OF THE SELLER.

       Unless and until the definitive acquisition agreement is terminated,  (a)
       the  Seller  shall  operate  the  Business  only in the  ordinary  course
       consistent  with past  practice (b) the Seller shall use its best efforts
       to preserve  intact its  business  organization,  to keep  available  the
       services of its current  employees and  consultants,  and to preserve its
       present  relationships  with customers,  suppliers and other persons with
       which it has business relations.



Purchase and Sale of Certain Assets                                      Page 16
<PAGE>

2.     INDEMNIFICATION.

       16.1   The Seller  agrees to indemnify  and hold  harmless  Buyer and its
              officers,  directors,  employees,  and agents,  and each Person or
              entity,  if any, who controls  Buyer within the meaning of Section
              15 of the  Securities  Act or  Section  20 of  the  Exchange  Act,
              together  with  the   Controlling   Persons  (as  defined  in  the
              Registration Rights Agreement from and against any Damages,  joint
              or several,  and any action in respect  thereof to which Investor,
              its partners, affiliates, officers, directors, employees, and duly
              authorized agents, and any such Controlling Person becomes subject
              to,   resulting   from,   arising   out  of  or  relating  to  any
              misrepresentation,  breach of  warranty  or no  fulfillment  of or
              failure to perform any covenant or agreement on the part of Seller
              contained in this Agreement, as such Damages are incurred,  except
              to the extent such Damages result  primarily from Buyer's  failure
              to perform any covenant or agreement  contained in this  Agreement
              or  Buyer's or its  officer's,  director's  employee's  agent's or
              Controlling  Person's  negligence,  recklessness  or bad  faith in
              performing its obligations under this Agreement.

       16.2   Method  of  Asserting  Indemnification  Claims.   All  claims  for
              indemnification  by any Indemnified Party (as defined below) under
              16.1 shall be asserted and resolved as follows:

              (a)    In the event any  claim or demand in  respect  of which any
                     person claiming indemnification under any provision of 16.1
                     (an "INDEMNIFIED PARTY") might seek indemnity under 16.1 is
                     asserted  against  or  sought  to be  collected  from  such
                     Indemnified  Party by a person other than a party hereto or
                     an  affiliate   thereof  (a  "THIRD  PARTY   CLAIM"),   the
                     Indemnified  Party  shall  deliver a written  notification,
                     enclosing  a  copy  of  all  papers  served,  if  any,  and
                     specifying  the  nature of and basis for such  Third  Party
                     Claim   and  for  the   Indemnified   Party's   claim   for
                     indemnification  that is being asserted under any provision
                     of 16.1  against  any person  (the  "INDEMNIFYING  PARTY"),
                     together  with  the  amount  or,  if  not  then  reasonably
                     ascertainable,  the  estimated  amount,  determined in good
                     faith,  of such Third Party Claim (a "CLAIM  NOTICE")  with
                     reasonable  promptness to the  Indemnifying  Party.  If the
                     Indemnified  Party fails to provide  the Claim  Notice with
                     reasonable  promptness after the Indemnified Party receives
                     notice of such Third Party Claim,  the  Indemnifying  Party
                     shall not be obligated to indemnify the  Indemnified  Party
                     with  respect to such Thirds Party Claim to the extent that
                     the  Indemnifying   Party's  ability  to  defend  has  been
                     prejudiced by such failure of the Indemnified Party. The



Purchase and Sale of Certain Assets                                      Page 17
<PAGE>

                     Indemnifying  Party shall notify the  Indemnified  Party as
                     soon as  practicable  within the period  ending thirty (30)
                     calendar days following  receipt by the Indemnifying  party
                     of either a Claim Notice or an Indemnity Notice (as defined
                     below) (the  "DISPUTE  PERIOD")  whether  the  Indemnifying
                     Party disputes its liability or the amount of its liability
                     to  the  Indemnified  Party  under  16.1  and  whether  the
                     Indemnifying  Party desires,  at its sole cost and expense,
                     to defend the  Indemnified  Party  against such Third Party
                     Claim,   (i)  If  the   Indemnifying   Party  notifies  the
                     Indemnified  Party  within  the  Dispute  Period  that  the
                     Indemnifying Party desires to defend the Indemnifying party
                     with  respect to the Third  Party  Claim  pursuant  to this
                     16.2(a),  then the Indemnifying  Party shall have the right
                     to defend,  with  counsel  reasonably  satisfactory  to the
                     Indemnified  Party,  at the sole  cost and  expense  of the
                     Indemnifying   Party,   such  Third   Party  Claim  by  all
                     appropriate   proceedings,   which   proceedings  shall  be
                     vigorously  and diligently  prosecuted by the  Indemnifying
                     Party  to a final  conclusion  or will  be  settled  at the
                     discretion  of the  Indemnifying  Party  (but only with the
                     consent  of  the  Indemnified  Party  in  the  case  of any
                     settlement  that  provides  for any  relief  other than the
                     payment  of  monetary  damages  or  that  provides  for the
                     payment of  monetary  damages  as to which the  Indemnified
                     Party shall not be  indemnified  in full pursuant to 16.1).
                     The  Indemnifying  Party  shall  have full  control of such
                     defense  and  proceedings,   including  any  compromise  or
                     settlement thereof; provided, however, that the Indemnified
                     party may, at the sole cost and expense of the  Indemnified
                     Party,  at  any  time  prior  to the  Indemnifying  Party's
                     delivery of the notice referred to in the first sentence of
                     this clause (i) file any motion,  answer or other pleadings
                     or  take  any  other  action  that  the  Indemnified  Party
                     reasonably  believes  to be  necessary  or  appropriate  to
                     protect  its  interests;  and  provided  further,  that  if
                     requested by the Indemnifying  Party, the Indemnified Party
                     will,  at the sole  cost and  expense  of the  Indemnifying
                     Party,  provide reasonable  cooperation to the Indemnifying
                     Party  in  contesting   any  Third  Party  Claim  that  the
                     Indemnifying Party elects to contest. The Indemnified Party
                     may  participate  in,  but  not  control,  any  defense  or
                     settlement  of any  Third  Party  Claim  controlled  by the
                     Indemnifying  Party pursuant to this clause (i), and except
                     as  provided in the  preceding  sentence,  The  Indemnified
                     Party shall bear its own costs and expenses with respect to
                     such  participation.  Notwithstanding  the  foregoing,  the
                     Indemnified  Party may  takeover the control to the defense
                     or  settlement  of a Third  Party  Claim  at any time if it
                     irrevocably  waives its right to indemnity  under 16.1 with
                     respect to such Third Party Claim. (ii) If the Indemnifying
                     Party  fails to notify  the  Indemnified  Party  within the
                     Dispute  Period  that the  Indemnifying  Party  desires  to
                     defend the Third Party claim pursuant to 16.2(a), or if



Purchase and Sale of Certain Assets                                      Page 18
<PAGE>

                     the  Indemnifying  Party  gives  such  notice  but fails to
                     prosecute  vigorously  and  diligently  or settle the Third
                     Party Claim, or if the Indemnifying Party fails to give any
                     notice  whatsoever  within  the  Dispute  Period,  then the
                     Indemnified  Party  shall have the right to defend,  at the
                     sole cost and expense of the Indemnifying  Party, the Third
                     Party   Claim  by  all   appropriate   proceedings,   which
                     proceedings shall be prosecuted by the Indemnified Party in
                     a reasonable manner and in good faith or will be settled at
                     the discretion of the  Indemnified  Party (with the consent
                     of  the  Indemnifying  Party,  which  consent  will  not be
                     unreasonably  withheld.)  The  Indemnified  Party will have
                     full control of such defense and  proceedings,  including a
                     compromise or settlement thereof;  provided,  however, that
                     if requested by the  Indemnified  Party,  the  Indemnifying
                     Party   will,   at  the  sole  cost  and   expense  of  the
                     Indemnifying Party,  provide reasonable  cooperation to the
                     Indemnified  Party and its counsel in contesting  any Third
                     Party  Claim  which the  Indemnified  Party is  contesting.
                     Notwithstanding  the  foregoing  provisions  of this clause
                     (ii),   if  the   Indemnifying   Party  has   notified  the
                     Indemnified  Party  within  the  Dispute  Period  that  the
                     Indemnifying  Party disputes its liability or the amount of
                     its  liability  hereunder  to the  Indemnified  Party  with
                     respect to such Third  Party  Claim and if such  dispute is
                     resolved in favor of the  Indemnifying  Party in the manner
                     provided in clause(iii)  below, the Indemnifying Party will
                     not be  required  to bear the  costs  and  expenses  of the
                     Indemnified Party's defense pursuant to this clause (ii) or
                     of the Indemnifying  Party's  participation  therein at the
                     Indemnified  Party's  request,  and the  Indemnified  Party
                     shall  reimburse  the  Indemnifying  Party  in full for all
                     reasonable costs and expenses  incurred by the Indemnifying
                     Party in connection with such litigation.  The Indemnifying
                     Party may participate  in, but not control,  any defense or
                     settlement  controlled by the Indemnified Party pursuant to
                     this clause (ii), and the Indemnifying Party shall bear its
                     own costs and expenses with respect to such  participation.
                     (iii) If the  Indemnifying  Party notifies the  Indemnified
                     Party that it does not dispute its  liability or the amount
                     of its liability to the  Indemnified  Party with respect to
                     the Third  Party  Claim  under  16.1 or fails to notify the
                     Indemnified  Party  within the Dispute  Period  whether the
                     Indemnifying  Party disputes its liability or the amount of
                     its liability to the Indemnified Party with respect to such
                     Third Party Claim,  the amount of Damages  specified in the
                     Claim  Notice shall be  conclusively  deemed a liability of
                     the  Indemnifying  Party  under  16.1 and the  Indemnifying
                     Party  shall  pay  the  amount  of  such   Damages  to  the
                     Indemnified Party on demand. If the Indemnifying  Party has
                     timely   disputed  its  liability  or  the  amount  of  its
                     liability  with  respect to such  claim,  the  Indemnifying
                     Party and the Indemnified Party shall proceed in good faith
                     to  negotiate  a  resolution  of  such  dispute;  provided,
                     however,  that if the dispute is not resolved within thirty
                     (30) days after the Claim Notice,  the  Indemnifying  Party
                     shall be  entitled  to  institute  such legal  action as it
                     deems appropriate.



Purchase and Sale of Certain Assets                                      Page 19
<PAGE>

              (b)    In the  event any  Indemnified  Party  should  have a claim
                     under 16.1 against the  Indemnifying  Party that does not
                     involve a Third Party Claim,  the  Indemnified  Party shall
                     deliver a  written  notification  of a claim for  indemnity
                     under  16  specifying  the  nature  of and  basis for such
                     claim,  together with the amount or, if not then reasonably
                     ascertainable,  the  estimated  amount,  determined in good
                     faith,   of  such  claim  (an   "INDEMNITY   NOTICE")  with
                     reasonable   promptness  to  the  Indemnifying  Party.  The
                     failure  by any  Indemnified  Party to give  the  Indemnity
                     Notice  shall not  impair  such  party's  rights  hereunder
                     except  to  the   extent   that  the   Indemnifying   Party
                     demonstrates  that  it  has  been  irreparably   prejudiced
                     thereby. If the Indemnifying Party notifies the Indemnified
                     Party that it does not  dispute  the claim or the amount of
                     the claim  described in such  Indemnity  Notice or fails to
                     notify the  Indemnified  Party  within the  Dispute  Period
                     whether the  Indemnifying  Party  disputes the claim or the
                     amount of the claim described in such Indemnity Notice, the
                     amount of Damages specified in the Indemnity Notice will be
                     conclusively  deemed a liability of the Indemnifying  Party
                     under 16.1 and the Indemnifying  Party shall pay the amount
                     of such Damages to the Indemnified  Party on demand. If the
                     Indemnifying Party has timely disputed its liability or the
                     amount of its  liability  with  respect to such claim,  the
                     Indemnifying Party and the Indemnified Party shall however,
                     proceed in good faith to negotiate a resolution that if the
                     dispute is not resolved  within  thirty (30) days after the
                     Claim of such dispute;  provided  Notice,  the Indemnifying
                     Party shall be entitled to  institute  such legal action as
                     it deems appropriate.

              (c)    The  indemnity  agreements  contained  herein  shall  be in
                     addition  to (i) any cause of action or  similar  rights of
                     the  Indemnified  Party against the  Indemnifying  Party or
                     others, and (ii) any liabilities the Indemnifying Party may
                     be subjected to.

17.    MISCELLANEOUS.

       17.1   Entire  Agreement;  Merger.  It  is  agreed  that  as  a  material
              consideration  for the execution of this  Agreement  there are and
              were no verbal or written representations,  agreements or promises
              pertaining   to  the  subject   matter  of  this   Agreement   not
              incorporated  in  writing  in  this   Agreement.   This  Agreement
              supersedes all other agreements by and among the parties.




Purchase and Sale of Certain Assets                                      Page 20
<PAGE>

       17.2   Counterparts.  This  Agreement  may be  executed  in  one or  more
              counterparts,  each of which shall be deemed an original,  but all
              of which together shall constitute one and the same instrument.

       17.3   Confidentiality and Disclosure. All confidential information which
              shall have been  furnished  or disclosed by Buyer or Seller to the
              other  pursuant  to this  Agreement  shall  be held in  confidence
              pursuant and shall not be disclosed to any person other than their
              respective  employees,  directors,  legal counsel,  accountants or
              financial   advisors,   with  a  need  to  have   access  to  such
              information.  The Seller shall not make any public announcement or
              disclosure  pertaining to this Agreement or its substance  without
              the prior written consent of the Buyer.

       17.4   Modification.  This  Agreement  may be amended,  changed,  waived,
              discharged,  or terminated only by an instrument in writing signed
              by the party against  which  enforcement  of such change;  waiver,
              discharge or termination is sought.

       17.5   Survival.  The representations, covenants  and  agreements  of the
              Parties  herein  contained  shall  survive  the  date  hereof  and
              Closing.

       17.6   Governing Law. The validity,  performance  and enforcement of this
              Agreement and any agreement  entered into pursuant hereto,  unless
              expressly  provided to the contrary,  will be governed by the Laws
              of Florida,  without  giving effect to the principles of conflicts
              of law thereof.

       17.7   Successors and Assigns. The terms and conditions of this Agreement
              shall inure to the benefit of and be binding  upon the  respective
              successors of the parties  hereto;  provided,  however,  that this
              Agreement  may not be  assigned  by the seller  without  the prior
              written consent of the buyer.  The buyer may assign this agreement
              at anytime,  to any party at the buyer's sole discretion.  If this
              Agreement  is  assigned  with such  consent  or  pursuant  to such
              exceptions,  the terms and conditions hereof shall be binding upon
              and shall  inure to the  benefit of the  parties  hereto and their
              respective assigns; provided,  however, that no assignment of this
              Agreement or any of the rights or obligations hereof shall relieve
              the  seller of its  obligations  under  this  Agreement.  With the
              exception of the parties to this  Agreement,  there shall exist no
              right  of any  person  to  claim  a  beneficial  interest  in this
              Agreement or any rights occurring by virtue of this Agreement.

       17.8   Headings and Whereas Clauses.  The  headings of the  Sections  and
              paragraphs of this Agreement are inserted for convenience only and
              shall not be deemed to  constitute  part of this  Agreement  or to
              affect the  construction  hereof.  The "Whereas"  clauses shall be
              deemed to constitute a part of this Agreement.



Purchase and Sale of Certain Assets                                      Page 21
<PAGE>

       17.9   No Waiver.  No action taken pursuant to this Agreement,  including
              any  investigation  by or on behalf of any  party  hereto  will be
              deemed to  constitute  a waiver by the party  taking any action of
              compliance   with  any   representation,   warranty  or  agreement
              contained herein.  The waiver by any party hereto of any condition
              or of a breach of any other  provision of this  Agreement will not
              operate  or be  construed  as a waiver of any other  condition  or
              subsequent  breach.  The  waiver  by  any  party  of  any  of  the
              conditions  precedent to its obligations  under the Agreement will
              not preclude it from seeking  redress for breech of this Agreement
              other than with  respect to the  condition  so waived.  Any waiver
              must be in writing, signed by both parties hereto.

       17.10  Expenses.  Seller and Buyer shall each pay all costs and  expenses
              incurred by it or on its behalf in connection  with this Agreement
              and  the  transactions  contemplated  hereby,  including,  without
              limiting the generality of the foregoing, fees and expenses of its
              own financial consultants, accountants and counsel.

       17.11  Arbitration; Venue.  Any dispute or controversy arising out of, or
              related to this  Agreement or to the Patent,  shall be resolved in
              binding arbitration in accordance with the Commercial Rules of the
              National  Association of Security  Dealers  (NASD),  the venue for
              which shall be in Orlando, Florida.

       17.12  Specific  Performance.  Buyer on the one hand, and Seller,  on the
              other hand,  each  acknowledge  that the other will be irreparably
              harmed  and that there  will be no  adequate  remedy at law in the
              event of a violation by it of any of its  covenants or  agreements
              which are contained in this  Agreement.  It is accordingly  agreed
              that,  in addition to any other  remedies  which may be  available
              upon the breach of such covenants and agreements, Seller or Buyer,
              as the case may be,  shall  have the  right to  obtain  injunctive
              relief  to  restrain  any  breach  or  threatened  breach  of,  or
              otherwise to obtain specific performance of, the other's covenants
              or agreements contained in this Agreement.





Purchase and Sale of Certain Assets                                      Page 22
<PAGE>

IN WITNESS  WHEREOF the parties have executed this Agreement at 2pm CST, 2002 on
the day and year first above written.

Witnesses:                              Rushmore Financial Group, Inc. and
                                        Rushmore Securities Corp.


_____________________________           By: /s/ Dewey M. ("Rusty") Moore, Jr.
                                           -----------------------------------
_____________________________                   Dewey M. ("Rusty") Moore, Jr.
                                                President


                                        Empire Financial Holding Co., Inc.


_____________________________           By:
                                           -----------------------------------
_____________________________                   Richard Goble, Co-CEO

                                        Empire Financial Holding; Inc.


_____________________________           By:
                                           -----------------------------------
_____________________________                   Kevin Gagne, Co-CEO









Purchase and Sale of Certain Assets                                      Page 23
<PAGE>

Exhibit 1.1
Purchased Asset Schedule Addendum to
Agreement for Purchase and Sale of Certain Assets
Between Empire Financial Group, Inc. and Rushmore Securities Corp, Inc.

                                                         2001
                                        YTD 4-02        Actual
                          YTD 4-02     Annualized       Revenue       Average
                          --------     ----------       -------       -------
  ARLEIN (1)        1     $11,026       $33,077         $58,896       $45,986
  ARMSTRONG         2      14,360        43,080          44,382        43,731
  BOTTER            3       4,069        12,207          11,984        12,096
  CARPENTER         4       9,657        28,971          43,319        36,145
  CHAPMAN           5      19,474        58,422          75,752        67,087
  DYER, M           6      27,805        83,415          88,965        86,190
  EMMEL (1)         7        7169        21,506          15,651        18,578
  FLEMING           8      28,928        86,784         105,300        96,042
  GILANI            9      24,922        74,766          47,508        61,137
  GUAJARDO         10      14,643        43,929          52,152        48,041
  HOWARD-V         11      20,321        60,963          60,963        60,963
  KELL, W          12       6,089        18,267          44,793        31,530
  KIESLER          13      17,198        51,594                        25,797
  LAGOW            14       2,324         6,972           7,258         7,115
  MIDDLETON        15       2,655         7,965          15,071        11,518
  NELSON           16         428         1,284           4,945         3,115
  OLIPHANT         17      15,704        47,112          55,713        51,413
  PEARSE-J         18       4,313        12,939          49,197        31,068
  PERKINS          19       1,680         5,040          12,547         8,794
  REID             20      12,214        36,642          36,300        36,471
  RIVERA           21       6,692        20,076          89,203        54,640
  SANDERS (1)      22         835         2,505          40,048        21,277
  SCHUTT           23       9,954        29,862           8,462        19,162
  SHAH             24      17,778        53,334          77,872        65,603
  SICKLES          25       6,226        18,678          23,372        21,025
  TREADWELL        26       7,781        23,343          48,110        35,727
  WALKER, T        27         821         2,463           3,325         2,894
  WINSLOW (1)      28       9,999        29,996          57,856        43,926
  ZOFFUTO          29       1,396         4,188           6,086         5,137
                            -----         -----           -----         -----

  Total                  $306,460      $919,379      $1,185,029    $1,052,204


Purchase and Sale of Certain Assets                                      Page 24
<PAGE>

Exhibit 1.1, Continued


  CROWSTON (2)     30      50,000                        25,000
  METCALF (2)      31     250,000       250,000         250,000
  SERVIN (2)       32      50,000        50,000          50,000
  SKINNER (2)      33      50,000        50,000          50,000
  BEVINS (2)       34

Footnotes:

       (1)  Designates  Boca Raton branch office that were  terminated by Seller
and subsequently joined the Buyer, at the advice and direction of Seller,  prior
to the date of this  Agreement.  Production is shown at 50% of actual numbers to
reflect a purchase price calculated at 12.5%.
       (2) No Consideration is reflected, as no production numbers are available
for these newly hired registered representatives.









Purchase and Sale of Certain Assets                                      Page 25
<PAGE>

Exhibit 1.2
Addendum to Agreement
for Purchase and Sale of Certain Assets
Between Empire Financial Group, Inc. and Rushmore Securities Corp, Inc.
Certificate of Liabilities


The undersigned being a duly authorized  officer of the Seller do hereby certify
to the Buyer the following:

(i)    The buyer shall have no  responsibility or obligation to assume any debt,
liability or obligation described in Section 1.2 of this Agreement.

(ii)   There are no liabilities real,  pending or threatened  against the Seller
that will  encumber the Sellers  ability to execute this  Agreement and transfer
the assets of the Seller to the buyer debt free.

  Signed this the 31st day of July 2002.

  Rushmore Financial Group, Inc. and Rushmore Securities Corp.


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







Purchase and Sale of Certain Assets                                      Page 26
<PAGE>

Exhibit 7.2(c)
Certificate from Seller
Addendum to Agreement
for Purchase and Sale of Certain Assets
Between Empire Financial Group, Inc. and Rushmore Securities Corp, Inc.

The undersigned being a duly authorized  officer of the Seller do hereby certify
to the Buyer the following:

                     (i)    The  representations  and warranties  made by Seller
                            herein or in any Exhibit or Schedule  hereto  remain
                            true in all material respects on the Closing Date as
                            though   made  on  such  date   except  for  changes
                            contemplated by the Agreement;
                     (ii)   Seller has  performed  and  complied in all material
                            respects   with  all   Agreements,   covenants   and
                            conditions required by the Agreement to be performed
                            or  complied  with  by  Seller  on or  prior  to the
                            Closing;
                     (iii)  No  litigation,  proceedings  or other  actions  are
                            pending  or  threatened  against  or  affecting  the
                            Seller which have  resulted or  reasonably  could be
                            expected to result with or in an action to enjoin or
                            the   prevention   of   the   consummation   of  the
                            transactions contemplated by the Agreement;
                     (iv)   Seller has or will receive all consents  required by
                            the  federal  government,  SEC,  NASD,  any state or
                            local  governmental  body,  or any other  regulatory
                            authority,  to the transactions  contemplated by the
                            Agreement,  and such  consents are in full force and
                            effect;  and;  that from the date of this  Agreement
                            through the Closing  Date,  Seller have  managed and
                            conducted  the  Business in the  ordinary  course as
                            heretofore managed and conducted as though no change
                            of ownership of the Business were contemplated,  and
                            has used commercially reasonable efforts to preserve
                            all employee, vendor and customer relationships.

   Signed this the 31st day of July 2002.

   Rushmore Financial Group, Inc. and Rushmore Securities Corp.


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









Purchase and Sale of Certain Assets                                      Page 27
<PAGE>

(Corporate Seal)


Subscribed and Sworn to Before Me
This 31st day of July, 2002

  /s/ Mary Leona Clemmons                                [Notary Seal]
-----------------------------
        Notary Public
        (Affix Seal)












Purchase and Sale of Certain Assets                                      Page 28
<PAGE>

Exhibit 7.2(f)
Corporate Resolutions
Addendum to Agreement
for Purchase and Sale of Certain Assets
Between Empire Financial Group, Inc. and Rushmore Securities Corp, Inc.
Document 2

________________________________________________________________________________

                              Corporate Resolution

I, Dewey M. Moore,  Jr., in my official  capacity,  hereby  certify that I am an
officer,  namely President of Rushmore Securities Corp, Inc., a corporation duly
organized  under the laws of Texas;  that at a meeting of the Board of Directors
of this  corporation,  duly and  regularly  convened and held on the 28th day of
June,  2002, at which a quorum for the  transaction  of business was present and
acting; the following resolution was duly and regularly adopted, and is still in
full force and effect, and appears as follows in the minutes of the meeting:

________________________________________________________________________________

   RESOLVED:  that  Dewey  M.  Moore,  Jr.,  who is the  President  of  this
   corporation is hereby  authorized to sell, assign and transfer the Assets
   per the  executed  Agreement  for  Purchase  and Sale of  Certain  Assets
   Between Empire Holding  Company,  Inc. and Rushmore  Financial Group, Inc
   and Rushmore  Securities  Corp. of which this Exhibit 7.2(f) is a part of
   and to execute any and all instruments necessary, proper or desirable for
   the  purpose;  further,  that any past action in  accordance  herewith is
   hereby  ratified and  confirmed;  and  further,  that any officer of this
   corporation  is hereby  authorized to certify this  resolution to whom it
   may concern.

________________________________________________________________________________

I further certify that the foregoing resolution is not contrary to any provision
in the charter or bylaws of this  corporation,  that Dewey M. Moore,  Jr. now is
President, and Gayle C. Tinsley now is Secretary of this corporation, and that I
have  been  duly  authorized  to  make  this   certificate  on  behalf  of  this
corporation.

In  witness  whereof,  I  hereunto  set my  hand  and  affix  the  seal  of this
corporation on this 31st day of July, 2002.




                                          /s/ Dewey M. Moore, Jr.
                                        -------------------------------
                                        Signature of Certifying Officer

________________________________________________________________________________





Purchase and Sale of Certain Assets                                      Page 29
<PAGE>


(Corporate Seal)


Subscribed and Sworn to Before Me
This 31st day of July, 2002

  /s/ Mary Leona Clemmons                                [Notary Seal]
-----------------------------
        Notary Public
        (Affix Seal)












Purchase and Sale of Certain Assets                                      Page 30
<PAGE>

Exhibit 7.2(f)
Corporate Resolutions
Addendum to Agreement
for Purchase and Sale of Certain Assets
Between Empire Financial Group, Inc. and Rushmore Securities Corp, Inc.
Document 3
________________________________________________________________________________

                              Corporate Resolution

I, Richard Goble and Kevin Gagne in our official  capacity,  hereby certify that
we are officers,  namely Co-CEOs of Empire Financial Holding, Inc. a corporation
duly  organized  under the laws of  Florida;  that at a meeting  of the Board of
Directors of this corporation,  duly and regularly convened and held on the 31st
day of July, 2002, at which a quorum for the transaction of business was present
and acting;  the following  resolution  was duly and regularly  adopted,  and is
still in full force and  effect,  and  appears as follows in the  minutes of the
meeting:

________________________________________________________________________________

       RESOLVED:  that  Richard  Goble  and  Kevin  Gagne  who  Co-CEOs  of this
       corporation is hereby  authorized to sell, assign and transfer the Assets
       per the  executed  Agreement  for  Purchase  and Sale of  Certain  Assets
       Between Empire Holding  Company,  Inc. and Rushmore  Financial Group, Inc
       and Rushmore  Securities  Corp. of which this Exhibit 7.2(f) is a part of
       and to execute any and all instruments necessary, proper or desirable for
       the  purpose;  further,  that any past action in  accordance  herewith is
       hereby  ratified and  confirmed;  and  further,  that any officer of this
       corporation  is hereby  authorized to certify this  resolution to whom it
       may concern.
________________________________________________________________________________

I further certify that the foregoing resolution is not contrary to any provision
in the charter or bylaws of this  corporation,  that Dewey M. Moore,  Jr. now is
President, and  Dewey M. Moore,  Jr. now is Secretary of this  corporation,  and
that I have been duly  authorized  to make  this  certificate  on behalf of this
corporation.

In  witness  whereof,  I  hereunto  set my  hand  and  affix  the  seal  of this
corporation on this 31st day of July, 2002.



                                         ___________________________________
                                         Signature of Certifying Officer
________________________________________________________________________________


Purchase and Sale of Certain Assets                                      Page 31
<PAGE>

(Corporate Seal)


Subscribed and Sworn to Before Me
This 31st day of July, 2002

                                                        [Notary Seal]
-----------------------------
        Notary Public
        (Affix Seal)












Purchase and Sale of Certain Assets                                      Page 32