April
      3,
      2008





Rubicon
      Financial Incorporated


19200
      Von
      Karman Ave., Suite 350


Irvine,
      California 92612





Re:
      Lock-Up and Cancellation of Shares of Common Stock





Gentlemen:





I
      am the
      former chief financial officer of Rubicon Financial Incorporated (“Rubicon”). I
      hold 25,000 shares of Common Stock of Rubicon, represented by certificate number
      6670 (the “Common Stock”) and was initially to be issued an additional 13,401
      shares of Common Stock under my employment agreement (the “Additional
      Securities”).





Effective
      immediately, I agree that the Additional Securities shall be immediately
      cancelled and any right to the Additional Securities is hereby waived. In
      addition, effective immediately through the period ending February 1, 2010,
      I
      hereby irrevocably agree that the Common Stock shall not be sold, transferred,
      assigned, pledged or hypothecated.





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 February 1, 2010 (the “Lock-Up Period”),
      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-Sederoff
        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 any of its
      directors, officers, employees, agents, subsidiaries and/or affiliates
      including, without limitation, any Claims related to the Additional Securities
      cancelled by Rubicon pursuant to this agreement, the termination of my
      employment agreement, my resignation as chief financial officer of Rubicon,
      or
      otherwise in connection with any agreement, arrangement or understanding, actual
      or alleged, between me 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, I
      agree to execute any acknowledgement of the foregoing waiver and release in
      form
      reasonably satisfactory to counsel for Rubicon.





Very
      truly yours,





/s/
      Michael Sederoff


Michael
      Sederoff





Accepted
      and Acknowledged:





Rubicon
      Financial Incorporated





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





Dated: 4/9/08