RUBICON
FINANCIAL INCORPORATED

    2007
ACQUISITION STOCK PLAN

    


    1.     
      PURPOSE. This Rubicon
Financial Incorporated 2007 Acquisition Stock Plan (the “Plan”) is intended to
provide incentives in conjunction with the acquisition of additional businesses
and lines of business (collectively referred to as an “Acquired business”) by
Rubicon Financial Incorporated, a Delaware corporation (“Rubicon”). Further
purposes of the Plan are:

    


    
      	
               
      

            	
              ·

            	
              To
      provide officers and other employees of an Acquired Business with
      opportunities to purchase stock in Rubicon pursuant to options which
      qualify as “incentive stock options” under Section 422 of the Internal
      Revenue Code of 1986, as amended (the “Code”), granted hereunder (“ISO” or
      “ISOs”);

            


    

    


    
      	
               
      

            	
              ·

            	
              To
      provide directors, officers, employees and consultants of an Acquired
      Business with opportunities to purchase stock in Rubicon pursuant to
      options granted hereunder which do not qualify as ISOs (“Non-Qualified
      Option” or “Non-Qualified Options”);
and

            


    

    


    
      	
               
      

            	
              ·

            	
              To
      provide directors, officers, employees and consultants of an Acquired
      Business with opportunities to make direct purchases of restricted stock
      in Rubicon (“Restricted Stock”).

            


    

    


    Both ISOs
and Non-Qualified Options are referred to hereafter individually as an “Option”
and collectively as “Options.”

    


    As used
herein, the terms “parent” and “subsidiary” mean “parent corporation” and
“subsidiary corporation” as those terms are defined in Section 425 of the
Code.

    


    2.      
     ADMINISTRATION OF THE PLAN.

    


    (a)           The
Plan shall be administered by the Board of Directors of Rubicon (the “Board”)
through its Governance, Nominating and Compensation Committee (the “Committee”).
Subject to ratification of the grant of each Option or Restricted Stock by the
Board (if so required by applicable state law), and subject to the terms of the
Plan, the Committee shall have the authority to:

    


    
      	
               
      

            	
              (i)

            	
              determine
      the employees of an Acquired Business (from among the class of employees
      eligible under paragraph 3 to receive ISOs) to whom ISOs may be granted,
      and to determine (from among the class of individuals and entities
      eligible under paragraph 3 to receive Non-Qualified Options and Restricted
      Stock) to whom Non-Qualified Options or Restricted Stock may be
      granted;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              determine
      the time or times at which Options or Restricted Stock may be
      granted;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              determine
      the option price of shares subject to each Option, which price with
      respect to ISOs shall not be less than the minimum specified in paragraph
      7, and the purchase price of Restricted
Stock;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (iv)

            	
              determine
      whether each Option granted shall be an ISO or a Non-Qualified
      Option;

            


    

    


    
      	
               
      

            	
              (v)

            	
              determine
      (subject to paragraph 8) the time or times when each Option shall become
      exercisable and the duration of the exercise
  period;

            


    

    


    
      	
               
      

            	
              (vi)

            	
              determine
      whether restrictions such as repurchase options are to be imposed on
      shares subject to Options and to Restricted Stock, and the nature of such
      restrictions, if any; and

            


    

    


    
      	
               
      

            	
              (vii)

            	
              interpret
      the Plan and prescribe and rescind rules and regulations relating to
      it.

            


    

    


    If the
Committee determines to issue a Non-Qualified Option, it shall take whatever
actions it deems necessary, under Section 422 of the Code and the regulations
promulgated thereunder, to ensure that such Option is not treated as an ISO. The
interpretation and construction by the Committee of any provisions of the Plan
or of any Option or authorization or agreement for Restricted Stock granted
under it shall be final unless otherwise determined by the Board. The Committee
may from time to time adopt such rules and regulations for carrying out the Plan
as it may deem best. No member of the Board or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
Option or Restricted Stock granted under it.

    


    (b) Acts
by a majority of the Committee, or acts reduced to or approved in writing by a
majority of the members of the Committee, shall be the valid acts of the
Committee. From time to time the Board may increase the size of the Committee
and appoint additional members thereof, remove members (with or without cause),
and appoint new members in substitution therefor, fill vacancies however caused,
or remove all members of the Committee and thereafter directly administer the
Plan.

    


    3.      
     ELIGIBLE EMPLOYEES AND OTHERS.
ISOs may be granted to any officer or other employee of an Acquired Business.
Those directors of an Acquired Business who are not employees may not be granted
ISOs under the Plan. Non-Qualified Options and Restricted Stock may be granted
to any director (whether or not an employee), officer, employee or consultant of
an Acquired Business. The Committee may take into consideration an optionee’s
individual circumstances in determining whether to grant an ISO or a
Non-Qualified Option or Restricted Stock. Granting of any Option or Restricted
Stock to any individual or entity shall neither entitle that individual or
entity to, nor disqualify him from, participation in any other grant of Options
or Restricted Stock.

    


    4.         
  STOCK. The
stock subject to Options and Restricted Stock shall be authorized but unissued
shares of Common Stock of Rubicon, par value $0.001 per share (the “Common
Stock”), or shares of Common Stock re-acquired by Rubicon in any manner. The
aggregate number of shares which may be issued pursuant to the Plan is
5,000,000, subject to adjustment as provided in paragraph 14. Any such shares
may be issued as ISOs, Non-Qualified Options or Restricted Stock so long as the
aggregate number of shares so issued does not exceed such number, as adjusted.
If any Option granted under the Plan shall expire or terminate for any reason
without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part, or if any Restricted Stock shall be reacquired
by Rubicon by exercise of its repurchase option, the shares subject to such
expired or terminated Option and reacquired shares of Restricted Stock shall
again be available for grants of Options or Restricted Stock under the
Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    5.      
     INDIVIDUAL PARTICIPANT
LIMITATION. Any other provision of this Plan notwithstanding, the number
of shares of Common Stock for which Options may be granted in any single fiscal
year of Rubicon to any participant shall not exceed 750,000 shares (the
“Individual Limit”). For purposes of the foregoing limitation, if any Option is
cancelled, the cancelled Option shall continue to be counted against the
Individual Limit; if after grant the exercise price of an Option is modified,
the transaction shall be treated as the cancellation of the Option and the grant
of a new Option. In any such case, both the Option that is cancelled and the
Option deemed to be granted shall be counted against the Individual
Limit.

    


    6.     
      GRANTS UNDER THE PLAN. Options
or Restricted Stock may be granted under the Plan at any time on or after April
16, 2007 and prior to April 15, 2017. Any such grants of ISOs shall be subject
to the receipt, within 12 months of April 16, 2007, of the approval of the
stockholders of Rubicon as provided in paragraph 18. The date of grant of an
Option under the Plan will be the date specified by the Committee at the time it
awards the Option; provided, however, that such date shall not be prior to the
date of award. The Committee shall have the right, with the consent of the
optionee, to convert an ISO granted under the Plan to a Non-Qualified Option
pursuant to paragraph 16.

    


    7.     
      MINIMUM OPTION PRICE: ISO
LIMITATIONS.

    


    (a) The
price per share specified in the agreement relating to each ISO granted under
the Plan shall not be less than the fair market value per share of Common Stock
on the date of such grant. In the case of an ISO to be granted to an employee
owning stock possessing more than 10% of the total combined voting power of all
classes of stock of Rubicon, the price per share specified in the agreement
relating to such ISO shall not be less than 110% of the fair market value of
Common Stock on the date of grant.

    


    (b) In no
event shall the aggregate fair market value (determined at the time the option
is granted) of Common Stock for which ISOs granted to any employee are
exercisable for the first time by such employee during any calendar year (under
all stock option plans of Rubicon) exceed $100,000.

    


    (c) If,
at the time an Option is granted under the Plan, Rubicon’s Common Stock is
publicly traded, “fair market value” shall be determined as of the last business
day for which the prices or quotes discussed in this sentence are available
prior to the date such Option is granted and shall mean (i) the average (on that
date) of the high and low prices of the Common Stock on the principal national
securities exchange on which the Common Stock is traded, if such stock is then
traded on a national securities exchange; or (ii) the last reported sale price
(on that date) of the Common Stock on the NASDAQ National Market System, if the
Common Stock is not then traded on a national securities exchange; or (iii) the
closing bid price (or average of bid and ask prices) last quoted (on that date)
by an established quotation service for over-the-counter securities, if the
Common Stock is not reported on the NASDAQ National Market System or on a
national securities exchange. However, if the Common Stock is not publicly
traded at the time an Option is granted under the Plan, “fair market value”
shall be deemed to be the fair value of the Common Stock as determined by the
Committee after taking into consideration all factors which it deems
appropriate, including, without limitation, recent sale and offer prices of the
Common Stock in private transactions negotiated at arm’s
length.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    8.         
  OPTION
DURATION. Subject to earlier termination as provided in paragraphs 10 and
11, each Option shall expire on the date specified by the Committee, but not
more than ten years from the date of grant and in the case of ISOs granted to an
employee owning stock possessing more than 10% of the total combined voting
power of all classes of stock of Rubicon, not more than five years from date of
grant. Subject to earlier termination as provided in paragraphs 10 and 11, the
term of each ISO shall be the term set forth in the original instrument granting
such ISO, except with respect to any part of such ISO that is converted into a
Non-Qualified Option pursuant to paragraph 16.

    


    9.  
         EXERCISE OF OPTION. Subject to
the provisions of paragraphs 10 through 13, each Option granted under the Plan
shall be exercisable as follows:

    


    (a) The
Option shall either be fully exercisable on the date of grant or shall become
exercisable thereafter in such installments as the Committee may
specify.

    


    (b) Once
an installment becomes exercisable it shall remain exercisable until expiration
or termination of the Option, unless otherwise specified by the
Committee.

    


    (c) Each
Option or installment may be exercised at any time or from time to time, in
whole or in part, for up to the total number of shares with respect to which it
is then exercisable.

    


    10.           TERMINATION OF EMPLOYMENT. If
an ISO optionee ceases to be employed by an Acquired Company, Rubicon or any of
Rubicon’s subsidiaries, or if an Acquired Company is later sold off, spun off or
otherwise is not majority owned by Rubicon or one of its
subsidiaries,  other than by reason of death or disability as provided
in paragraph 11, no further installments of his ISOs shall become exercisable,
and his ISOs shall terminate after the passage of 60 days from the date of
termination of his employment, but in no event later than on their specified
expiration dates except to the extent that such ISOs (or unexercised
installments thereof) have been converted into Non-Qualified Options pursuant to
paragraph 16. Leave of absence with the written approval of the Committee shall
not be considered an interruption of employment under the Plan, provided that
such written approval contractually obligates the Acquired Company, Rubicon or
any Rubicon subsidiary to continue the employment of the employee after the
approved period of absence. Employment shall also be considered as continuing
uninterrupted during any other bona fide leave of absence (such as those
attributable to illness, military obligations or governmental service) provided
that the period of such leave does not exceed 90 days or, if longer, any period
during which such optionee’s right to reemployment is guaranteed by statute.
Nothing in the Plan shall be deemed to give any grantee of any Option or
Restricted Stock the right to be retained in employment or other service by the
Company or any Related Corporation for any period of time. ISOs granted under
the Plan shall not be affected by any change of employment within or among the
Company and Related Corporations, so long as the optionee continues to be an
employee of the Company or any Related Corporation. In granting any
Non-Qualified Option, the Committee may specify that such Non-Qualified Option
shall be subject to the restrictions set forth herein with respect to ISOs, or
to such other termination or cancellation provisions as the Committee may
determine.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    11.           DEATH; DISABILITY;
DISSOLUTION. If an optionee ceases to be employed by an Acquired Company,
Rubicon or any of Rubicon’s subsidiaries by reason of his death, any Option of
his may be exercised, to the extent of the number of shares with respect to
which he could have exercised it on the date of his death, by his estate,
personal representative or beneficiary who has acquired the Option by will or by
the laws of descent and distribution, at any time prior to the earlier of the
Option’s specified expiration date or 180 days from the date of the optionee’s
death.

    


    If an
optionee ceases to be employed by an Acquired Company, Rubicon or any of
Rubicon’s subsidiaries by reason of his disability, he shall have the right to
exercise any Option held by him on the date of termination of employment, to the
extent of the number of shares with respect to which he could have exercised it
on that date, at any time prior to the earlier of the Option’s specified
expiration date or 180 days from the date of the termination of the optionee’s
employment. For the purposes of the Plan, the term “disability” shall have the
meaning assigned to it in Section 22(e)(3) of the Code or any successor
statute.

    


    In the
case of a partnership, corporation or other entity holding a Non-Qualified
Option, if such entity is dissolved, liquidated, becomes insolvent or enters
into a merger or acquisition with respect to which such optionee is not the
surviving entity, such Option shall terminate immediately.

    


    12.           ASSIGNABILITY. No Option shall
be assignable or transferable by the optionee except by will or by the laws of
descent and distribution, and during the lifetime of the Optionee each Option
shall be exercisable only by him.

    


    13.           TERMS AND CONDITIONS OF
OPTIONS. Options shall be evidenced by instruments (which need not be
identical) in such forms as the Committee may from time to time approve. Such
instruments shall conform to the terms and conditions set forth in paragraphs 7
through 12 hereof and may contain such other provisions as the Committee deems
advisable which are not inconsistent with the Plan, including transfer and
repurchase restrictions applicable to shares of Common Stock issuable upon
exercise of Options. The Committee may from time to time confer authority and
responsibility on one or more of its own members and/or one or more officers of
Rubicon or an Acquired Company to execute and deliver such instruments. The
proper officers of Rubicon or an Acquired Company are authorized and directed to
take any and all action necessary or advisable from time to time to carry out
the terms of such instruments.

    


    14.           ADJUSTMENTS. Upon the
happening of any of the following described events, an optionee’s rights with
respect to Options granted to him hereunder shall be adjusted as hereinafter
provided:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (a) In
the event shares of Common Stock shall be sub-divided or combined into a greater
or smaller number of shares or if, upon a merger, consolidation, reorganization,
split-up, liquidation, combination, recapitalization or the like of Rubicon, the
shares of Common Stock shall be exchanged for other securities of Rubicon or of
another corporation, each optionee shall be entitled, subject to the conditions
herein stated, to purchase such number of shares of common stock or amount of
other securities of Rubicon or such other corporation as were exchangeable for
the number of shares of Common Stock which such optionee would have been
entitled to purchase except for such action, and appropriate adjustments shall
be made in the purchase price per share to reflect such subdivision,
combination, or exchange.

    


    (b) In
the event Rubicon shall issue any of its shares as a stock dividend upon or with
respect to the shares of stock of the class which shall at the time be subject
to option hereunder, each optionee upon exercising an Option shall be entitled
to receive (for the purchase price paid upon such exercise) the shares as to
which he is exercising his Option and, in addition thereto (at no additional
cost), such number of shares of the class or classes in which such stock
dividend or dividends were declared or paid, and such amount of cash in lieu of
fractional shares, as he would have received if he had been the holder of the
shares as to which he is exercising his Option at all times between the date of
grant of such Option and the date of its exercise.

    


    (c)
Notwithstanding the foregoing, any adjustments made pursuant to subparagraph (a)
or (b) shall be made only after the Committee, after consulting with counsel for
Rubicon, determines whether such adjustments with respect to ISOs will
constitute a “modification” of such ISOs as that term is defined in Section
424(h) of the Code, or cause any adverse tax consequences for the holders of
such ISOs. No adjustments shall be made for dividends paid in cash or in
property other than securities of Rubicon.

    


    (d) No
fractional shares shall actually be issued under the Plan. Any fractional shares
which, but for this subparagraph (d), would have been issued to an optionee
pursuant to an Option, shall be deemed to have been issued and immediately sold
to Rubicon for their fair market value, and the optionee shall receive from
Rubicon cash in lieu of such fractional shares.

    


    (e) Upon
the happening of any of the foregoing events described in subparagraphs (a) or
(b) above, the class and aggregate number of shares set forth in paragraph 4
hereof which are subject to Options which previously have been or subsequently
may be granted under the Plan shall also be appropriately adjusted to reflect
the events specified in such subparagraphs. The Committee shall determine the
specific adjustments to be made under this paragraph 14, and subject to
paragraph 2, its determination shall be conclusive.

    


    15.           MEANS OF EXERCISING OPTIONS.
An Option (or any part or installment thereof) shall be exercised by giving
written notice to Rubicon at its principal office address. Such notice shall
identify the Option being exercised and specify the number of shares as to which
such Option is being exercised, accompanied by full payment of the purchase
price therefor either:

    


    
      	
               
      

            	
              (i)

            	
              in
      United States dollars in cash or by check,
or

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (ii)

            	
              at
      the discretion of the Committee, through delivery of shares of Common
      Stock having fair market value equal as of the date of the exercise to the
      cash exercise price of the Option,
or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              at
      the discretion of the Committee, by delivery of the optionee’s personal
      recourse note bearing interest payable not less than annually at no less
      than 100% of the lowest applicable Federal rate, as defined in Section
      1274(d) of the Code, or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              at
      the discretion of the Committee, by any combination of (i), (ii) and (iii)
      above.

            


    

    


    If the
Committee exercises its discretion to permit payment of the exercise price of an
ISO by means of the methods set forth in clauses (ii) or (iii) of the preceding
sentence, such discretion shall be exercised in writing at the time of the grant
of the ISO in question. The holder of an Option shall not have the rights of a
shareholder with respect to the shares covered by his Option until the date of
issuance of a stock certificate to him for such shares. Except as expressly
provided above in paragraph 14 with respect to change in capitalization and
stock dividends, no adjustment shall be made for dividends or similar rights for
which the record date is before the date such stock certificates is
issued.

    


    16.           CONVERSION OF ISOS INTO NON-QUALIFIED
OPTIONS: TERMINATION OF ISOS. The Committee, at the written request of
any optionee, may in its discretion take such actions as may be necessary to
convert such optionee’s ISOs (or any installments or portions of installments
thereof) that have not been exercised on the date of conversion into
Non-Qualified Options at any time prior to the expiration of such ISOs,
regardless of whether the optionee is an employee of an Acquired Company,
Rubicon or any of Rubicon’s subsidiaries at the time of such conversion. Such
actions may include, but not be limited to, extending the exercise period or
reducing the exercise price of the appropriate installments of such Options. At
the time of such conversion, the Committee (with the consent of the optionee)
may impose such conditions on the exercise of the resulting Non-Qualified
Options as the Committee in its discretion may determine, provided that such
conditions shall not be inconsistent with this Plan. Nothing in the Plan shall
be deemed to give any optionee the right to have such optionee’s ISOs converted
into Non-Qualified Options, and no such conversion shall occur until and unless
the Board takes appropriate action. The Committee, with the consent of the
optionee, may also terminate any portion of any ISO that has not been exercised
at the time of such termination.

    


    17.           RESTRICTED STOCK. Each Grant
of Restricted Stock under the Plan shall be evidenced by an instrument (a
“Restricted Stock Agreement”) in such form as the Committee shall prescribe from
time to time in accordance with the Plan and shall comply with the following
terms and conditions, and with such other terms and conditions as the Committee,
in its discretion, shall establish:

    


    (a) The
Committee shall determine the number of shares of Common Stock to be issued to
an eligible person pursuant to the grant of Restricted Stock, and the extent, if
any, to which they shall be issued in exchange for cash, other consideration, or
both.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (b)
Shares issued pursuant to a grant of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise disposed of, except by will or the laws of
descent and distribution, or as otherwise determined by the Committee in the
Restricted Stock Agreement, for such period as the Committee shall determine,
from the date on which the Restricted Stock is granted (the “Restricted
Period”). Rubicon will have the option to repurchase the Common Stock at such
price as the Committee shall have fixed in the Restricted Stock Agreement which
option will be exercisable:

    


    (i) if
the Participant’s continuous employment or performance of services for an
Acquired Company, Rubicon or any of Rubicon’s subsidiaries shall terminate prior
to the expiration of the Restricted Period,

    


    (ii) if,
on or prior to the expiration of the Restricted Period or the earlier lapse of
such repurchase option, the Participant has not paid to Rubicon an amount equal
to any federal, state, local or foreign income or other taxes which Rubicon
determines is required to be withheld in respect of such Restricted Stock,
or

    


    (iii)
under such other circumstances as determined by the Committee in its
discretion.

    


    Such
repurchase option shall be exercisable on such terms, in such manner and during
such period as shall be determined by the Committee in the Restricted Stock
Agreement. Each certificate for shares issued as Restricted Stock shall bear an
appropriate legend referring to the foregoing repurchase option and other
restrictions; shall be deposited by the stockholder with Rubicon, together with
a stock power endorsed in blank; or shall be evidenced in such other manner
permitted by applicable law as determined by the Committee in its discretion.
Any attempt to dispose of any such shares in contravention of the foregoing
repurchase option and other restrictions shall be null and void and without
effect. If shares issued as Restricted Stock shall be repurchased pursuant to
the repurchase option described above, the stockholder, or in the event of his
death, his personal representative, shall forthwith deliver to the Secretary of
Rubicon the certificates for the shares, accompanied by such instrument of
transfer, if any, as may reasonably be required by the Secretary of Rubicon. If
the repurchase option described above is not exercised by Rubicon, such
repurchase option and the restrictions imposed pursuant to the first sentence of
this subparagraph (b) shall terminate and be of no further force and
effect.

    


    (c) If a
person who has been in continuous employment or performance of services for an
Acquired Company, Rubicon or any of Rubicon’s subsidiaries since the date on
which Restricted Stock was granted to him shall, while in such employment or
performance of services, die, or terminate such employment or performance of
services by reason of disability or by reason of early, normal or deferred
retirement under an approved retirement program of an Acquired Company, Rubicon
or any of Rubicon’s subsidiaries (or such other plan or arrangement as may be
approved by the Committee in its discretion, for this purpose) and any of such
events shall occur after the date on which the Restricted Stock was granted to
him and prior to the end of the Restricted Period, the Committee may determine
to cancel the repurchase option (and any and all other restrictions) on any or
all of the shares of Restricted Stock; and the repurchase option shall become
exercisable at such time as to the remaining shares, if any.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    18.           TERM AND AMENDMENT OF PLAN.
This Plan was adopted by the Board on April 16, 2007, subject to approval
of the Plan by the stockholders of Rubicon. The Plan shall expire on April 15,
2017 (except as to Options and Restricted Stock outstanding on that date).
Subject to the provisions of paragraph 6 above, Options and Restricted Stock may
be granted under the Plan by the Committee, prior to the date of stockholder
approval of the Plan. If the approval of Stockholders is not obtained by April
15, 2008, any grants of ISOs under the Plan made prior to that date will be
rescinded. The Board may terminate or amend the Plan in any respect at any time,
except that, any amendment that:

    


    (a)
increases the total number of shares that may be issued under the Plan (except
by adjustment pursuant to paragraph 14);

    


    (b)
changes the class of persons eligible to participate in the Plan,
or

    


    (c)
materially increases the benefits to participants under the Plan, shall be
subject to approval by the stockholders of Rubicon obtained within 12 months
before or after the Board adopts a resolution authorizing any of the foregoing
amendments, and shall be null and void if such approval is not obtained. Except
as provided in the fourth sentence of this paragraph 18, in no event may action
of the Board or stockholders alter or impair the rights of an optionee or
purchaser of Restricted Stock without his consent, under any Option or
Restricted Stock previously granted to him.

    


    19.           APPLICATION OF FUNDS. The
proceeds received by Rubicon from the sale of shares pursuant to Options and
Restricted Stock authorized under the Plan shall be used for general corporate
purposes.

    


    20.           GOVERNMENTAL REGULATION.
Rubicon’s obligation to sell and deliver shares of the Common Stock under this
Plan is subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such shares.

    


    21.           WITHHOLDING OF ADDITIONAL INCOME
TAXES. Rubicon, in accordance with the Code, may, upon exercise of a
Non-Qualified Option or the purchase of Common Stock for less than its fair
market value or the lapse of restrictions on Restricted Stock or the making of a
Disqualifying Disposition (as defined in paragraph 22) require the employee to
pay additional withholding taxes in respect of the amount that is considered
compensation includible in such person’s gross income.

    


    22.           NOTICE TO COMPANY OF DISQUALIFYING
DISPOSITION. Each employee who receives ISOs shall agree to notify
Rubicon in writing immediately after the employee makes a disqualifying
disposition of any Common Stock received pursuant to the exercise of an ISO (a
“Disqualifying Disposition”). Disqualifying Disposition means any disposition
(including any sale) of such stock before the later of (a) two years after the
employee was granted the ISO under which he acquired such stock, or (b) one year
after the employee acquired such stock by exercising such ISO. If the employee
has died before such stock is sold, these holding period requirements do not
apply and no Disqualifying Disposition will thereafter occur.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    23.           GOVERNING LAWS; CONSTRUCTION.
The validity and construction of the Plan and the instruments evidencing
Options and Restricted Stock shall be governed by the laws of the State of
California. In construing this Plan, the singular shall include the plural and
the masculine gender shall include the feminine and neuter, unless the context
otherwise requires.

    


    24.         
SEVERABILITY.
Notwithstanding any contrary provision of the Plan if any one or more of the
provisions (or any part thereof) of this Plan shall be held invalid, illegal or
unenforceable in any respect, such provision shall be modified so as to make it
valid, legal and enforceable, and the validity, legality and enforceability of
the remaining provisions (or any part thereof) of the Plan shall not in any way
be affected or impaired thereby.

     

    
      
        
          
            	 
      	
                    As
      approved by the Board of Directors of Rubicon Financial Incorporated on
      April 16, 2007 and ratified by the stockholders of Rubicon Financial
      Incorporated on July 30, 2007.

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    By:

                  	
                     /s/ Michael
  Sederoff

                  
	 
      	
                    Michael
      Sederoff,
Secretary