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:

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:

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