STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE  AGREEMENT  ("Agreement") is entered into effective
this 31st day of August,  2002, by and among Rushmore  Financial Group,  Inc., a
Texas corporation (hereinafter referred to as "Buyer"), Robert P. Ross, Jr., the
principal Shareholder of GRO Corporation (the "Seller"), and GRO Corporation,  a
Delaware corporation (the "Company").

         WHEREAS,  Seller owns a majority of the outstanding common stock of the
Company; and

         WHEREAS,  Buyer  desires to acquire  all of the  outstanding  shares of
common stock of the Company (the "Shares").

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained herein,  and for other good and valuable  consideration,  the receipt,
adequacy and  sufficiency of which are hereby  acknowledged,  and subject to the
accuracy of the  representations  and  warranties  of the  parties,  the parties
hereto agree as follows:

                                    ARTICLE I

                                  THE PURCHASE
                                  ------------

         1.1      Sale of Stock.  At the Closing (as defined in Section 1.2) and
subject and upon the terms and conditions of this Agreement, Buyer shall acquire
and the Seller shall deliver for sale all of the outstanding common stock of the
Company.

         1.2      Closing.   The  closing  of  the  sales  of  the  Shares  (the
"Closing") will take place  concurrently with the execution of this Agreement at
the offices of Buyer's  counsel,  unless  another  place or time is agreed to by
Buyer and  Seller.  The date upon which the  closing  actually  occurs is hereby
referred to as the "Closing Date". On the Closing Date, the parties hereto shall
cause the  transactions  described herein to be consummated.  Notwithstanding  a
later Closing Date,  the effective  date of the Agreement for all purposes shall
be August 31, 2002.

         1.3      Purchase  Price.  (a) Subject to the terms and  conditions  of
this Agreement,  as of the Closing,  Buyer shall issue  1,500,000  shares to the
shareholders  of the Company of  restricted  shares of Common  Stock,  par value
$0.01 per share,  of Buyer. A total of 1,150,000 of the shares will be issued at
Closing,  and the  balance  of 350,000  shares  will be issued all or in part on
December 31, 2002, to the extent the Company meets the Performance Criteria. The
certificates representing the Common Stock shall bear restrictive legends to the
effect  that the Shares are  unregistered  and may not be sold  unless  they are
registered or exempt from registration.


                                      -1-
<PAGE>

         (b)      The  Performance  Criteria  shall  mean  satisfaction  by  the
Company of the following items as of December 31, 2002:

                  (i)      Net capital of at least $27,283 as of August 31, 2002
and at least $20,000 as of the actual Closing Date;
                  (ii)     No   material   actual  or   contingent   liabilities
undisclosed on the Company financial statements as of August 31, 2002;
                  (iii)    No loss to the buyer from any Excluded Liability;
                  (iv)     No liens  on  assets  not  disclosed  on the  Company
financial statements or the Disclosure Schedule as of August 31, 2002;
                  (v)      No decrease in the  Company's  customers of more than
10% from Pre-closing levels.

         A  decrease  in any of items (i),  (ii),  (iii) or (iv) shall be offset
from the  350,000  shares at the rate of $0.10  per share  times  such  loss.  A
decrease  in item (v) shall be offset  at the rate of 5,000  shares  for each 1%
loss of  customers  if such losses  exceed 10% (in which case all losses will be
deducted.)

         1.4      Other Agreements.  At the Closing, the indicated parties shall
execute and deliver the following  additional  agreements in  substantially  the
form attached hereto:

         (a)      Corporate records of the Company.

         (b)      All  necessary   consents  of  third  parties  and  regulatory
authorities,  including the National  Association  of Securities  Dealers,  Inc.
("NASD").

         (c)      The Shares, endorsed for transfer.

         (d)      Subscription  Agreements from each  Shareholder of the Company
including  Seller  agreeing to sell his or her shares and forwarding such shares
to Seller for delivery to Buyer endorsed for transfer.

         (e)      All other instruments required by this Agreement.

         1.5      Taking of Necessary  Action;  Further Action.  If, at any time
after the Closing,  any such  further  action is necessary or desirable to carry
out the purposes of this Agreement and to vest the Buyer with full right,  title
and  possession  to  all  assets,  property,  rights,  privileges,   powers  and
franchises  of the Company,  the Seller and the  officers  and  directors of the
Company are fully  authorized,  in the name of the  Company,  to take,  and will
take, all such lawful and necessary action.

         1.6      Basic Transactions. This Agreement and other agreements listed
herein are  sometimes  referred to as the "Basic  Agreement".  The  transactions
contemplated  by  the  Basic   Agreement  are  sometimes   referred  to  as  the
"Transactions."



                                       -2-
<PAGE>

         1.7      Excluded  Assets  and  Liabilities.  No  assets  owned  by the
Company  shall be  excluded.  Excluded  liabilities  consist of any real  estate
leases of the Company, any severance, back pay, sick pay or accrued vacation pay
to any employees of the Company,  and any liability for commissions to any third
party broker dealers other than ECN's ("Excluded  Liabilities").  Buyer will pay
any rental cost for  occupying  leased space during any period of  transition of
the business of the Company into Buyer's  facilities.  All Excluded  Liabilities
shall be assumed by the Seller and  adequate  arrangements  made to third  party
contract  parties.  The  Company  will be  directly  responsible  for all of its
payroll expense and payroll taxes from and after the Closing.

         1.8      Registration  Rights.  If at any time  during a period  of two
years after Closing,  the Buyer shall prepare and file one or more  registration
statements under the Securities Act of 1933 (the "Act") with respect to a public
offering of equity or debt securities of the Buyer, or of any such securities of
the  Buyer,  held  by the  former  shareholders  of the  Company,  other  than a
registration  statement  on Forms  S-4,  S-8,  or similar  form,  the Buyer will
include in any such registration  statement such information as is required, and
such  number of shares of Common  Stock held by, or shares of Common  Stock held
by, the former  shareholders  of the Company to permit a public offering of such
shares of Common Stock as required;  provided,  however, that if, in the written
opinion of the Buyer's  managing  underwriter,  if any, for such  offering,  the
inclusion of the shares requested to be registered, when added to the securities
being  registered by the Buyer or the selling security  holder(s),  would exceed
the  maximum  amount of the  Buyer's  securities  that can be  marketed  without
otherwise materially and adversely affecting the entire offering, then the Buyer
may exclude  from such  offering  that  portion of the shares  required to be so
registered so that the total number of securities to be registered is within the
maximum number of shares that, in the opinion of the managing  underwriter,  may
be marketed  without  otherwise  materially  and adversely  affecting the entire
offering;  provided  that the Buyer shall be required to include in the offering
and in the following order:  first, the pro rata number of securities  requested
by the former  shareholders of the Company;  and second,  the pro rata number of
securities requested by all other holders of securities requesting  registration
pursuant to other  registration  rights. The Buyer shall use its best efforts to
obtain promptly the  effectiveness of such  registration  statement and maintain
the  effectiveness  thereof for at least 180 days and to register or qualify the
subject  shares of Common Stock for sale in up to five (5) states  identified by
the Seller.  The Buyer shall bear all fees and expenses  other than the fees and
expenses of counsel retained by the former  shareholders of the Company incurred
in the preparation and filing of such  registration  statement and related state
registrations,  to the extent permitted by applicable law, and the furnishing of
copies  of  the  preliminary  and  final  prospectus   thereof  to  such  former
shareholders of the Company.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------




         2.1      Representations  and  Warranties  of  Seller.  Seller  and the
Company jointly and severally represent and warrant to Buyer that, except as set
forth in the Disclosure Schedule:


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<PAGE>

         (a) Title to the Shares. At Closing,  Seller and the other shareholders
of the Company shall own of record and  beneficially the Shares as listed in the
Disclosure Schedule, free and clear of all liens, encumbrances, pledges, claims,
options,  charges and assessments of any nature whatsoever,  with full right and
lawful  authority to transfer the Shares to Buyer.  No person has any preemptive
rights or rights of first  refusal  with  respect  to any of the  Shares.  There
exists no voting  agreement,  voting trust, or outstanding proxy with respect to
any of the Shares. There are no outstanding rights,  options,  warrants,  calls,
commitments or any other  agreements of any character,  whether oral or written,
with respect to the Shares.

         (b)  Authority.  The  Company  and  Seller  have full  power and lawful
authority  to execute and deliver the Basic  Agreements  and to  consummate  and
perform the Transactions  contemplated  thereby. The Basic Agreements constitute
(or shall,  upon execution,  constitute)  valid and legally binding  obligations
upon the Company and Seller, enforceable in accordance with their terms. Neither
the  execution  and delivery of the Basic  Agreements by the Company and Seller,
nor the consummation and performance of the Transactions  contemplated  thereby,
conflicts with, requires the consent, waiver or approval of, results in a breach
of or default  under,  or gives to others any interest or right of  termination,
cancellation  or  acceleration in or with respect to, any agreement by which the
Company or Seller is a party or by which the  Company and Seller or any of their
respective properties or assets are bound or affected.

         (c)  Organization.  The Company is a corporation  duly formed under the
laws of the State of Delaware. The Company has all requisite corporate power and
authority to own, lease and operate its properties and to carry on its business.
The Company is duly  qualified and in good standing as a foreign  corporation in
Texas and each other  jurisdiction  where its ownership of property or operation
of its business requires qualification.

         (d) Authorized  Capitalization.  The authorized  capitalization  of the
Company consists of One Hundred  Thousand  (100,000) shares of Common Stock, par
value One Cent  ($0.01),  of which  Fourteen  Thousand  Eight  Hundred and Eight
(14,808) shares have been issued and are outstanding.  The Shares have been duly
authorized,  validly issued,  are fully paid and nonassessable  with no personal
liability attaching to the ownership thereof and were offered,  issued, sold and
delivered by the Company in  compliance  with all  applicable  state and federal
laws.  The  Company  has  no  outstanding  rights,  options,   warrants,  calls,
commitments,  conversion or any other agreements of any character,  whether oral
or written,  obligating it to issue any shares of ownership,  whether authorized
or not.  The Company is not a party to or is bound by any  agreement,  contract,
arrangement  or understanding,  whether  oral or  written,  giving any person or
entity any  interest  in, or any right to share,  participate  in or receive any
portion  of,  their  income,  profits or assets,  or  obligating  the Company to
distribute any portion of their income, profits or assets.



                                      -4-
<PAGE>

Orders To Suspend:
None.

         (e) Company Financial Statements.  The Company Financial Statements are
complete in all material  respects,  were prepared in accordance  with generally
accepted accounting  principles applied on a basis consistent with prior periods
and fairly  present the  financial  position  of the Company as of December  31,
2001, and all subsequent interim periods.

         (f) No  Undisclosed  Liabilities.  Except as set  forth in the  Company
Financial  Statements  previously  delivered  to Buyer  and as set  forth in the
Disclosure  Schedule,  and except for  obligations  incurred  thereafter  in the
ordinary  course  of  the  Company's  business,  Seller  are  not  aware  of any
liabilities for which the Company is liable or will become liable in the future.

         (g)  Taxes.  To  Seller's  Knowledge  (defined  for  purposes  of  this
Agreement as facts within the direct knowledge of Seller after making reasonable
inquiry into the  existence  thereof) the Company has filed all federal,  state,
local tax and other  returns  and reports  which were  required to be filed with
respect to all taxes, levies,  imposts,  duties, licenses and registration fees,
charges or withholdings of every nature whatsoever ("Taxes"), and there exists a
substantial  basis in law and fact for all positions  taken in such reports.  No
waivers of periods of limitation are in effect with respect to any taxes arising
from and  attributable  to the  ownership of  properties  or  operations  of the
business of the Company.

         (h)  Properties.  The Company has good and marketable  title to all its
personal  property,  equipment,  processes,  patents,  copyrights,   trademarks,
franchises, licenses and other properties and assets (except for items leased or
licensed  to the  Company),  including  all  property  reflected  in the Company
Financial  Statements,  in each  case free and clear of all  liens,  claims  and
encumbrances of every kind and character,  except as set forth in the Disclosure
Schedule. The Company has no ownership interest in any real property. The assets
and properties owned, operated or leased by the Company and used in the business
of the  Company  are in  good  operating  condition  in all  material  respects,
reasonable wear and tear excepted, and suitable for the uses for which intended.

         (i) Books and Records. To Seller's Knowledge,  the books and records of
the  Company  are  complete  and  correct in all  material  respects,  have been
maintained in accordance with good business  practices and accurately reflect in
all  material  respects  the  business,   financial  condition  and  results  of
operations of the Company as set forth in the Company Financial Statements.

         (j)  Insurance.  The  Disclosure  Schedule  contains  an  accurate  and
complete list and brief description of all policies of insurance, including fire
and  extended  coverage,  general  liability,  workers  compensation,  fidelity,
products  liability,  property,  and other forms of insurance or indemnity bonds
held  by the  Company.  The  Company  is  not in  default  with  respect  to any
provisions  of any such policy or indemnity  bond and has not failed to give any
notice or present any claim  thereunder in due and timely fashion.  All policies
of insurance and bonds are: (1) in full force and effect; (2) are sufficient for
compliance by the Company with all requirements of law and of all agreements and
instruments  to which the  Company is a party;  (3) are valid,  outstanding  and
enforceable;  (4) provide adequate insurance  coverage for the assets,  business
and operations of the Company in amounts at least equal to customary coverage in
the  Company's  industry;  (5) will remain in full force and effect  through the
Closing;  and (6) will not be affected  by, and will not  terminate  or lapse by
reason of, the transactions contemplated by this Agreement.


                                      -5-
<PAGE>

         (k) Material Contracts.  The Company has no purchase, sale, commitment,
employment or other material contract.

         (1) Authorizations. The Company has no licenses, permits, approvals and
other authorizations from any governmental  agencies and any other entities that
are  necessary  for the  conduct  of the  Business,  except  as set forth in the
Disclosure Schedule which contains a list of all licenses,  permits,  approvals,
and  other  authorizations,  as  well  as a  list  of all  copyrights,  patents,
trademarks, trade names, service marks, franchises,  licenses and other permits,
each of which is valid and in full force and effect.

         (m) No Powers of Attorney. The Seller and the Company have no powers of
attorney or similar authorizations outstanding.

         (n) Compliance with Laws. To Seller's Knowledge,  the Company is not in
violation  of any  federal,  state,  local  or  other  law,  ordinance,  rule or
regulation  applicable to the business of the Company,  and has not received any
actual or threatened complaint, citation or notice of violation or investigation
from any  governmental  authority.  The Company is in full  compliance  with all
securities  laws  and  regulations  and all  rules  of the  NASD  and the  Texas
Securities Board.

         (o) Compliance  with  Environmental  Laws. The Company is in compliance
with  all  applicable  pollution  control  and  environmental  laws,  rules  and
regulations.  The  Company  has no  environmental  licenses,  permits  and other
authorizations  held by them relative to  compliance  with  environmental  laws,
rules and regulations.

         (p) No Litigation.  There are no material actions, suits, arbitrations,
claims,  complaints,  investigations,  inspections,  or  proceedings  pending or
threatened  by means of notice  to  Seller  against  the  Company,  at law or in
equity, or before or by any governmental department,  commission,  court, board,
bureau, agency or instrumentality. There are no orders, judgments or decreees of
any governmental  authority  outstanding which specifically apply to the Company
or any of its assets.  The Company's  most recent  inspection  report by the SEC
and/or NASD is set forth in the Disclosure Schedule.

         (q) Validity. To Seller's Knowledge, all contracts,  agreements, leases
and  licenses  to  which  the  Company  is a party  or by which it or any of its
properties or assets are bound or acted, are valid and in full force and effect;
and no breach or default exists,  or upon the giving of notice or lapse of time,
or both, would exist, on the part of the Company or by any other party thereto.


                                      -6-
<PAGE>

         (r) No Adverse Changes. To Seller's Knowledge, since December 31, 2001,
there  have  been no  actual  or  threatened  developments  of a nature  that is
materially  adverse  to or  involves  any  materially  adverse  effect  upon the
business,  financial condition,  results of operations,  assets, liabilities, or
prospects of the Company.

         (s) Full  Disclosure.  All  statements of the Company  contained in the
Basic Agreements and in any other written documents delivered by or on behalf of
the Company to Buyer are true and correct in all  material  respects  and do not
omit any material fact  necessary to make the statements  contained  therein not
misleading in light of the  circumstances  under which they were made. There are
no facts known to Company  which could have a materially  adversely  affect upon
the business, financial condition,  results of operations,  assets, liabilities,
or prospects of the Company, which have not been disclosed to Buyer in the Basic
Agreements.

         (t)  ERISA  Matters.  The  Company  and all  "Employee  Benefit  Plans"
described  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 Company, taken as
a whole;  the present  value of all the assets of each of its  Employee  Benefit
Plans that it is subject to Title IV of ERISA equals or exceeds to the knowledge
of the Company the present value of all of the benefits  accrued under each such
Employee  Benefit  Plan as of the end of most recent  plan year with  respect to
such  plan  ending  prior to the date  hereof,  calculated  on the  basis of the
actuarial  assumptions used in the last actuarial evaluation for each such plan;
none of the  employees  of the  Company is covered  by a  collective  bargaining
agreement;  the  Company  has never  contributed  to a  "multi-employer plan" as
defined in Section  3(37) of ERISA;  neither the Employee  Benefit Plans nor any
fiduciary or administrator thereof has engaged in a "prohibited  transaction" as
defined in Section 406 of ERISA or, where  applicable,  Section 4975 of the Code
for which no exemption is applicable,  that may have any Material Adverse Effect
on the Company, taken as a whole, nor to the knowledge of the Company have there
been any  "reportable  events" as defined in Section 4043 of ERISA for which the
thirty-day notice has not been waived.

         (u) Bank Accounts.  The Disclosure Schedule contains a complete list of
all bank accounts and the signatories thereof.

         2.2      Representations  and Warranties of Buyer. Buyer represents and
warrants to Seller and Company as follows:

         (a) Organization. The Buyer is a corporation duly incorporated, validly
existing and in good  standing  under the laws of the State of Texas.  Buyer has
all  requisite  corporate  power and  authority  to own,  lease and  operate its
properties  and to carry on its  businesses.  The Buyer is duly qualified and in
good standing as a foreign  corporation in each jurisdiction where its ownership
of property or operation of its business requires qualification.



                                       -7-
<PAGE>

         (b) Authorized Capitalization.  The authorized common capitalization of
the Buyer at Closing will consist of Ten Million  (10,000,000)  shares of Common
Stock, $0.01 par value, of which 7,901,684 shares will be issued and outstanding
prior to the  Closing.  All shares of Buyer have been duly  authorized,  validly
issued, are fully paid and nonassessable with no personal liability attaching to
the ownership thereof and were offered,  issued, sold and delivered by the Buyer
in compliance with all applicable state and federal laws.

         (c) Authority. Buyer has full power and lawful authority to execute and
deliver the Basic  Agreements  and to  consummate  and perform the  Transactions
contemplated thereby. The Basic Agreements constitute (or shall, upon execution,
constitute)  valid and legally binding  obligations  upon Buyer,  enforceable in
accordance  with their terms.  Neither the  execution  and delivery of the Basic
Agreements by Buyer,  nor the  consummation  and performance of the Transactions
contemplated thereby,  conflicts with, requires the consent,  waiver or approval
of, results in a breach of or default under,  or gives to others any interest or
right of  termination,  cancellation  or acceleration in or with respect to, any
agreement  by which Buyer is a party or by which Buyer or any of its  respective
properties or assets are bound or affected.

         (d) Board  Seat.  Buyer will  appoint  the  Seller to a vacant  seat on
Buyer's  Board of Directors  and nominate him for  reelection at the next annual
meeting of shareholders of Buyer. Buyer will cause Seller to remain as the Chief
Executive Officer of the Company until December 31, 2002.

         (e) Buyer's Financial Statements.  The Buyer's Financial Statements are
complete,  were  prepared  in  accordance  with  generally  accepted  accounting
principles  applied on a basis  consistent with prior periods and fairly present
the financial position of the Buyer as of June 30, 2002.

         (f) Books and Records.  The books and records of the Buyer are complete
and correct in all material  respects,  have been  maintained in accordance with
good business  practices  and  accurately  reflect in all material  respects the
business,  financial  condition  and results of  operations  of the Buyer as set
forth in the Buyer's Financial Statements.

         (g)  Compliance  with  Laws.  The Buyer is not,  and as a result of the
transactions  contemplated  hereby,  will not be, in  violation  of any federal,
state,  local or other law,  ordinance,  rule or  regulation  applicable  to its
business,  and has not received any actual or threatened complaint,  citation or
notice of violation or investigation from any governmental authority,  including
the Securities and Exchange Commission.

         (h) Compliance with Environmental Laws. The Buyer is in compliance with
all applicable  pollution control and environmental laws, rules and regulations.
The Buyer has no environmental  licenses,  permits and other authorizations held
by  the  Buyer  relative  to  compliance  with  environmental  laws,  rules  and
regulations.


                                      -8-
<PAGE>

         (i) Litigation.  Except as disclosed in the Disclosure Schedule,  there
are no material actions,  suits,  claims,  complaints or proceedings  pending or
threatened  against  the  Buyer,  at  law  or in  equity,  or  before  or by any
governmental   department,   commission,   court,  board,   bureau,   agency  or
instrumentality.

         (j) Full  Disclosure.  All  statements of Buyer  contained in the Basic
Agreements and in any other written  documents  delivered by or on behalf of the
Buyer to Seller are true and correct in all  material  respects  and do not omit
any  material  fact  necessary  to make the  statements  contained  therein  not
misleading in light of the  circumstances  under which they were made. There are
no facts known to Buyer which could have a materially  adversely affect upon the
business,  financial condition,  results of operations,  assets, liabilities, or
prospects  of the Buyer,  which have not been  disclosed  to Seller in the Basic
Agreements.

                                   ARTICLE III

                              CLOSING REQUIREMENTS
                              --------------------


         3.1      Documents  to be  Delivered  by the  Company  and the  Seller.
Seller and the Company  shall  deliver upon  execution  herewith  the  following
documents:

         (a) The documents listed in Section 1.4.

         (b) Resolutions of the Board of Directors of the Company  approving the
Transactions.

         (c) Such  other  documents  or  certificates  as  shall  be  reasonably
required  by  Buyer  or its  counsel  in order  to  close  and  consummate  this
Agreement.

         3.2      Documents to be Delivered by Buyer. Buyer shall have delivered
the following documents:

         (a) The documents listed in Section 1.4.

         (b)  Resolutions  of the  Board of  Directors  of Buyer  approving  the
Transactions, certified by the Secretary of the Buyer.

         (c) The purchase price issuable at Closing.

         (d) Such  other  documents  or  certificates  as  shall  be  reasonably
required  by  Seller  or his  counsel  in  order  to close  and  consummate  the
Transactions.


                                       -9-
<PAGE>

                                   ARTICLE IV

                                  MISCELLANEOUS
                                  -------------

         4.1      Representations  and Warranties to Survive.  Unless  otherwise
provided,  all of the representations and warranties contained in this Agreement
and in any  certificate,  exhibit or other document  delivered  pursuant to this
Agreement  shall  survive  the  Closing  for a  period  of  twelve  (12)  months
("Survival  Period").  No  investigation  made  by any  party  hereto  or  their
representatives shall constitute a waiver of any representation or warranty, and
no such representation or warranty shall be merged into the Closing.

         In the event the Seller or Company breach any of their representations,
warranties,  and covenants contained herein during the Survival Period, provided
that the Buyer makes a written claim for  indemnification  against the Seller or
the  Company  within the  Survival  Period,  then the Seller and  Company  agree
jointly and  severally  to  indemnify  the Buyer from and against any losses the
Buyer shall suffer  through and after the date of the claim for  indemnification
(but  excluding  any losses the Buyer shall suffer after the end of the Survival
Period) caused by the breach.  Buyer agrees to proceed first against the 350,000
retained shares before  resorting to any claim against  Seller.  Notwithstanding
anything to the contrary herein,  Buyer agrees that Seller's  aggregate  maximum
liability to Buyer under this Section 4.1 shall be the sum of $60,000.

         4.2      Binding Effect of the Basic Amendments.   The Basic Agreements
and the  certificates  and other  instruments  delivered  by or on behalf of the
parties pursuant  thereto,  constitute the entire agreement between the parties.
The terms and conditions of the Basic  Agreements  shall inure to the benefit of
and be binding upon the respective heirs, legal  representatives,  successor and
assigns of the parties  hereto.  Nothing in the Basic  Agreements,  expressed or
implied,  confers any rights or  remedies  upon any party other than the parties
hereto and their respective heirs, legal representatives and assigns.

         4.3      Applicable Law. The Basic Agreements are made pursuant to, and
will be construed under, the laws of the State of Texas.


         4.4      Notices.   All   notices,    requests,   demands   and   other
communications  hereunder  shall be in  writing  and will be deemed to have been
duly given when delivered or mailed, first class postage prepaid:

                    (a)              If to Seller or the Company, to:

                                     Mr. Robert P. Ross, Jr.
                                     3000 Weslayan, Suite 390
                                     Houston, Texas 77027



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<PAGE>

                    (b)              If to Buyer, to:

                                     Mr. D.M. (Rusty) Moore, Jr.
                                     13355 Noel Road, Suite 300
                                     Dallas, Texas 75240
                                     Fax: (972) 450-6001


                             With a copy to:

                                    Ronald L. Brown
                                    Glast, Phillips & Murray, P.C.
                                    13355 Noel Road
                                    Suite 2200
                                    Dallas, Texas 75240
                                    Telephone: (972) 419-8302
                                    Fax: (972) 419-8329

         These  addresses may be changed from time to time by written  notice to
the other patties.

         4.5      Headings.  The headings  contained in this  Agreement  are for
reference only and will not affect in any way the meaning or  interpretation  of
this Agreement.

         4.6      Counterparts.  This Agreement may be executed in counterparts,
each of  which  will be  deemed  an  original  and all of  which  together  will
constitute one instrument.

         4.7      Severability.  If any one or more  of the  provisions  of this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
under  applicable  law this  Agreement  shall be construed  as if such  invalid,
illegal  or  unenforceable  provision  had  never  been  contained  herein.  The
remaining  provisions  of this  Agreement  shall be given  effect to the maximum
extent then permitted by law.

         4.8      Forbearance  Waiver.  Failure to pursue any legal or equitable
remedy  or right  available  to a party  shall not  constitute  a waiver of such
right,  nor shall  any such  forbearance,  failure  or  actual  waiver  imply or
constitute waiver of subsequent default or breach.

         4.9      Attorneys'  Fees and  Expenses.  The  prevailing  party in any
legal  proceeding  based upon this  Agreement  shall be entitled  to  reasonable
attorneys' fees and expenses and court costs.

         4.10     Expenses.  Each party shall pay all fees and expenses incurred
by it incident to this Agreement and in connection with the  consummation of all
transactions contemplated by this Agreement.


                                      -11-
<PAGE>

         4.11     Integration.  This Agreement and all documents and instruments
executed   pursuant  hereto  merge  and  integrate  all  prior   agreements  and
representations  respecting  the  Transactions,  whether  written  or oral,  and
constitute  the sole  agreement  of the parties in  connection  therewith.  This
Agreement  has been  negotiated  by and submitted to the scrutiny of both Seller
and  Buyer  and  their  counsel  and  shall  be  given  a  fair  and  reasonable
interpretation  in accordance with the words hereof,  without  consideration  or
weight  being given to its having  been  drafted by either  party  hereto or its
counsel.




                             [SIGNATURES TO FOLLOW]













                                      -12-
<PAGE>

         IN WITNESS WHEREOF,  the undersigned  parties hereto have duly executed
this Agreement on the date first written above.


                                   RUSHMORE FINANCIAL GROUP



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



                                   GRO CORPORATION



                                   By:  /s/ Robert P. Ross, Jr.
                                      -------------------------------------
                                      Robert P. Ross, Jr., President



                                   SELLER:



                                     /s/ Robert P. Ross, Jr.
                                   ----------------------------------------
                                   Robert P. Ross, Jr.





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