CONSULTING AGREEMENT

Exhibit 10.10

CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is made and entered into as of September 11, 2007 by and between Rubicon Financial Incorporated , a Delaware corporation (hereinafter referred to as the "Company") and Kathleen M. McPherson (hereinafter referred to as the “Consultant”) (collectively, the “Parties”).

WHEREAS, Consultant has certain management consulting experience pertaining to corporate structure, marketing, strategic alliances, and other matters relating to the management and growth of companies; and

WHEREAS, the Company wishes to engage the services of the Consultant to assist the Company in expanding and managing its business operations and growth.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties hereto hereby agree as follows:

Attached hereto as Exhibit A and incorporated herein by this reference is a description of the services to be provided by the Consultant hereunder (the "Consulting Services"). Consultant hereby agrees to utilize her best efforts in performing the Consulting Services, however, Consultant makes no warranties, representations, or guarantees regarding any corporate strategies attempted by the Company or the eventual effectiveness of the Consulting Services.

This Agreement shall be in full force and effect commencing upon the date hereof. This Agreement has a term of at least four months and no more than twelve months beginning on the date hereof. This Agreement shall be renewed automatically for succeeding terms of twelve months unless either party gives notice of their intention not to renew this Agreement to the other at least 30 days prior to the expiration of the term. Either party hereto shall have the right to terminate this Agreement without notice in the event of the death, bankruptcy, insolvency, or assignment for the benefit of creditors of the other party. Consultant shall have the right to terminate this Agreement 1) for any reason with thirty (30) days written notice to Company; and/or 2) immediately, if the Company fails to comply with the terms of this Agreement, including without limitation its responsibilities for fees as set forth in this Agreement, and such failure continues without remedy for a period of 30 days after written notice to the Company by Consultant. In the event of a breach by the Company, liquidated damages shall be paid by the Company to Consultant. Such liquidated damages are immediately due and owing to Consultant in the amount of any earned but unpaid consulting fees plus three additional

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months consulting fees as outlined on Exhibit A. The Parties agree that this Liquidated Damages amount is fair and reasonable given the knowledge and expertise that Consultant will impart to Company and the difficulty either party would have properly valuing the damages at the time of a breach of this Agreement. Interest in the amount of ten percent (10%) per annum shall accrue on the liquidated damages commencing from the first date of the breach by Company. If the Company pays the Consultant liquidated damages, the parties hereto agree that such payment shall be the Consultant’s complete and exclusive remedy for termination of this Agreement. The Company shall have the right to terminate this Agreement upon delivery to Consultant of notice setting forth with specificity facts comprising a material breach of this Agreement by Consultant. Consultant shall have 30 days to remedy such breach.

It is anticipated that the Consultant shall spend as much time as deemed necessary by the Consultant in order to perform the obligations of Consultant hereunder. The Company understands that this amount of time may vary and that the Consultant may perform Consulting Services for other companies involved in the financial services industry.

The Consultant will perform most services in accordance with this Agreement at offices provided by Company. In addition, the Consultant will perform services on the telephone and at such other place(s) as desired or as necessary to perform these services in accordance with this Agreement. Company shall bear certain pre-approved costs of Consultant related to services on the telephone, computer or other place(s) as outlined in Exhibit B attached hereto.

The Consultant’s compensation for the Consulting Services shall be as set forth in Exhibit B attached hereto and incorporated herein by this reference.

Both Company and the Consultant agree that the Consultant will act as an independent contractor in the performance of her duties under this Agreement. Nothing contained in this Agreement shall be construed to imply that Consultant, or any employee, agent or other authorized representative of Consultant, is a partner, joint venture, agent, officer or employee of Company. Consultant is personally responsible for the filing and payment of her Federal and State income taxes.

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The Consultant and the Company acknowledge that each will have access to proprietary information regarding the business operations of the other and agree to keep all such information secret and confidential and not to use or disclose any such information to any individual or organization without the non-disclosing Parties prior written consent. It is hereby agreed that from time to time Consultant and the Company may designate certain disclosed information as confidential for