April
      3,
      2008





Rubicon
      Financial Incorporated


19200
      Von
      Karman Ave., Suite 350


Irvine,
      California 92612





Re:
      Lock-Up of Shares of Common Stock





Gentlemen:





I
      am the
      former President of Rubicon Real Estate & Mortgage, Inc., a California
      corporation (“RREM”). I hold 284,000 shares of Common Stock in Rubicon Financial
      Incorporated (“Rubicon”), a Delaware corporation and parent company to RREM,
      represented by certificate number 6697 (the “Common Stock”).





For
      good
      and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, I hereby agree that, during the period beginning on the date
      hereof and continuing to and including the period set forth in the amortization
      schedule for my loan set forth on Addendum A hereto (the “Lock-Up Period”), I
      irrevocably agree that I will not offer, sell, contract to sell, pledge, grant
      any option to purchase, make any short sale or otherwise dispose of the Common
      Stock.





I
      understand and acknowledge that the foregoing restriction is expressly agreed
      to
      preclude me from engaging in any hedging or other transaction which is designed
      to or reasonably expected to lead to, or result in, a sale or disposition of
      the
      Common Stock even if such shares would be disposed of by someone other than
      me.
      Such prohibited hedging or other transactions would include without limitation
      any short sale (whether or not against the box) or any purchase, sale or grant
      of any right (including without limitation any put or call option) with respect
      to the Common Stock or with respect to any security that includes, relates
      to,
      or derives any significant part of its value from such shares.





Notwithstanding
      the foregoing, I understand that I may transfer the Common Stock (i) as a bona
      fide gift or gifts, or by will or intestacy, provided that the transferee or
      transferees thereof agree to be bound by the restrictions set forth herein,
      (ii)
      to any trust for my direct or indirect benefit or my immediate family, provided
      that the trustee of the trust agrees to be bound by the restrictions set forth
      herein, and provided further that any such transfer shall not involve a
      disposition for value, or (iii) with the prior written consent of Rubicon.
      For
      purposes of this lock-up agreement, “immediate family” shall mean any
      relationship by blood, marriage or adoption, not more remote than first cousin. I
      now
      have, and except as contemplated above, for the duration of the Lock-Up Period
      will have, good and marketable title to the Common Stock, free and clear of
      all
      liens, encumbrances and claims whatsoever. I
      also
      agree and consents to the entry of stop transfer instructions with Rubicon’s
      transfer agent and registrar against the transfer of the Common Stock except
      in
      compliance with the foregoing restrictions.







Rubicon-Newman
        Lock-up
 April
        3,
        2008
 Page
        2


I
      further
      understand that this lock-up agreement is irrevocable and shall be binding
      upon
      my heirs, legal representatives, successors and assigns.





Lastly,
      I
      forever waive and release any and all claims, liens, charges, or encumbrances
      of
      any kind whatsoever (collectively, the “Claims”) against Rubicon and RREM and
      any of their respective directors, officers, employees, agents, subsidiaries
      and/or affiliates including, without limitation, any Claims related to the
      termination of my employment agreement, my resignation as president of RREM,
      or
      otherwise in connection with any agreement, arrangement or understanding, actual
      or alleged, between me, RREM and Rubicon from now until the end of the world, provided , however ,
      that
      the foregoing waiver and release shall neither apply to nor affect my rights
      and
      obligations with respect to the Common Stock to be held by me subject to the
      terms of the lock-up described above. Upon reasonable request by Rubicon or
      RREM, I agree to execute any acknowledgement of the foregoing waiver and release
      in form reasonably satisfactory to counsel for Rubicon.





Very
      truly yours,





/s/
      Joel
      Newman


Joel
      Newman





Date:
      4/11/08





Accepted
      and Acknowledged:





Rubicon
      Financial Incorporated





By:
            /s/
                Joseph Mangiapane, JrJoseph
                Mangiapane, Jr., CEO





Dated:
      4/11/08