AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the Agreement) is entered into effective as of May 11, 2007 by and among Rubicon Financial Incorporated, a Delaware corporation (the Company), DeeSound, Inc., a Nevada corporation (the Merger Sub), and Rubicon Real Estate and Mortgages, Inc., a California corporation (the Target).

R E C I T A L S

A.    The Target currently has 1,159,000 shares (the Target Shares) of common stock, no par value per share (the Target Common Stock) issued and outstanding, which constitute all of the issued and outstanding capital stock of the Target.

B.           The respective Boards of Directors of the Company, Merger Sub, and the Target have approved the merger (the Merger) of the Merger Sub into Target on the terms and subject to the conditions set forth in this Agreement, whereby each issued Target Share not owned by the Company, Merger Sub, or the Target shall be converted into the right to receive the Merger Consideration (as defined in Section 2.1(c)).

C.           For Federal income tax purposes it is intended that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code).

D.           The Company, Merger Sub, and the Target desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

A G R E E M E N T

It is agreed as follows:

1.1.        The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the California Corporations Code (the CCC), the Merger Sub shall be merged with and into the Target at the Effective Time (as defined in Section 1.3). At the Effective Time and as a result of the Merger, the separate corporate existence of the Merger Sub shall cease and the Target shall continue as the surviving entity (the Surviving Entity). The Merger, the issuance by the Company of shares of common stock, par value $0.001 per share, of the Company (the Company Common Stock) in connection with the Merger (the Share Issuance) and the other transactions contemplated by this Agreement are referred to in this Agreement as the Transactions.

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1.2.         Closing. The closing (the Closing) of the Merger shall take place at the offices of Stoecklein Law Group, 4695 MacArthur Court, 11^th Floor, Newport Beach, California 92660 at 10:00 a.m., Pacific Standard Time, on the third (3^rd) Business Day following the satisfaction (or, to the extent permitted by any and all applicable statutes, rules, regulations, ordinances, orders, writs, injunctions, judgments, decrees, awards, or restrictions of any governmental entity (a Law), waiver by the party or parties entitled to the benefits thereof) of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other place, time and date as shall be agreed in writing by the Company and the Target. The date on which the Closing occurs is referred to in this Agreement as the Closing Date. For purposes of this Agreement, Business Day shall mean any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in the State of California are authorized by law, regulation or executive order to close.

1.3.        Effective Time. Prior to the Closing, the Company shall prepare, and on the Closing Date, the Surviving Entity shall file with the Secretary of State of the State of California, an agreement of merger or other appropriate documents (in any such case, the Agreement of Merger), executed in accordance with the relevant provisions of the CCC, and shall make all other filings or recordings required under the CCC. The Merger shall become effective at such time as the Agreement of Merger are duly filed with such Secretary of State on the Closing Date, or at such later time as the Company and the Target shall agree and specify in the Agreement of Merger (the time the Merger becomes effective being the Effective Time).

1.4.        Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided herein and in the applicable provisions of the CCC.

(a)         The articles of incorporation of Target, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Entity until thereafter changed or amended as provided therein or by the CCC or applicable Law or by this Agreement.

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