0001077048-07-000501 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • September 14th, 2007 • Rubicon Financial Inc • Security brokers, dealers & flotation companies

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”).

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • September 14th, 2007 • Rubicon Financial Inc • Security brokers, dealers & flotation companies • California

This SHARE PURCHASE AGREEMENT (“Agreement”), dated as of September 7, 2007, is entered into by and between Rubicon Financial Incorporated, a Delaware corporation (“Rubicon”) and Grant Bettingen, Inc., a California corporation (“GBI”) (all parties may be collectively referred to as “Parties”).

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 14th, 2007 • Rubicon Financial Inc • Security brokers, dealers & flotation companies

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (“Amendment No. 1”) is made and entered into effective the 7th day of September, 2007, by and among Rubicon Financial Incorporated, a Delaware corporation (the “Company”), RFI Sub, Inc., a California corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Grant Bettingen, Inc., a California corporation (“Target”).

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