Preview | Employment Agreement |

THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of the 11 day of May, 2007, by and between Rubicon Real Estate and Mortgages, Inc., a California corporation (Rubicon Mortgage), and Joel Newman (Newman).

WHEREAS, Rubicon Mortgage is a wholly-owned subsidiary of Rubicon Financial Incorporated (RBCF), a publicly traded Delaware corporation with a principal place of business at 19200 Von Karman Ave., Suite 350, Irvine, California 92612.

WHEREAS, the officers, managers and/or directors of Rubicon Mortgage and RBCF are of the opinion that Newman has education, experience and/or expertise which is of value to Rubicon Mortgage and its stockholders, and

WHEREAS, Rubicon Mortgage and Newman desire to enter into this Employment Agreement, pursuant to which Newman shall be employed by Rubicon Mortgage, to set forth the respective rights, duties and obligations of the parties hereto.

NOW THEREFORE, in consideration of the promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the parties hereto acknowledge, Rubicon Mortgage and Newman agree as follows:

EMPLOYMENT: Rubicon Mortgage hereby agrees to employ Newman and Newman hereby accepts such employment, upon the terms and conditions hereinafter set forth.

TERM: For purposes of this Agreement, Term shall mean the original term (as defined in Section 2.1 below), if Renewal Term is initiated, then Term shall mean the renewal term period.

2.1

Original Term. The Term of this Agreement shall commence on May _11, 2007 and expire on April 30, 2008 unless sooner terminated pursuant to the terms and provisions herein stated.

2.2

Renewal. At any time prior to the expiration of the Original Term, as stated above, Rubicon Mortgage and Newman may, by mutual written agreement, extend Newmans employment under the terms of this Agreement for such additional periods as they may agree.

COMPENSATION:

3.1

Salary. Rubicon Mortgage shall pay Newman a base salary of Ten Thousand Dollars ($10,000) per month during the Original Term of this Agreement. Such salary shall be payable in accordance with Rubicon Mortgages normal policies but in no event less often than semi-monthly (the Salary).

3.2

Commissions. As additional compensation for Newmans services, Rubicon Mortgage shall pay Newman a 50% commission based upon the net fee received by Rubicon Mortgage resulting solely from Newmans efforts relating to services offered by Rubicon Mortgage to potential customers; mainly resulting from loan fees and real estate commissions. Rubicon Mortgage agrees to pay these commissions to Newman on a monthly basis after Rubicon Mortgages receipt of payment from the end customer or other service organization for the duration of the Term of this Agreement. Rubicon Mortgage shall withhold all applicable Federal, state or local taxes from the commission amount to be paid to Newman.

3.3

Stock Options. RBCF shall grant to Newman Stock Options to purchase up to 200,000 common shares of RBCF at an exercise price of $1.00 per share. The Options shall be valid for five (5) years from the date of grant. In addition, the Options shall vest in accordance with the terms of the non-qualified stock option agreement attached hereto as Addendum C.

3.4

Stock Option Plan/Stock Purchase Plan. Newman shall also be eligible to participate in RBCFs Stock Option Plans and Stock Purchase Plans, if any, during the Term of this Agreement.

NEWMAN BENEFITS:

4.1

General Benefits. Newman shall be entitled to receive or participate in all benefit plans and programs of Rubicon Mortgage and/or RBCF currently existing or hereafter made available to executives or senior management of Rubicon Mortgage and/or RBCF, including but not limited to, medical insurance, dental insurance, pension and profit sharing plans, 401(k) plans, incentive savings plans, stock option plans, group life insurance, and other fringe benefits.

4.2

Vacation. Newman shall be entitled during each twelve (12) month period during the Term of this Agreement to a vacation of two (2) weeks during which time Newmans compensation will be paid in full. Unused days of vacation will be compensated in accordance with Rubicon Mortgages policy as established by Rubicon Mortgage from time to time. Newman may take the vacation periods at any time during the year as long as Newman schedules time off as to not create hardship on Rubicon Mortgage. In addition, Newman shall have such other days off as shall be determined by Rubicon Mortgage and shall be entitled to paid sick leave and paid holidays in accordance with Rubicon Mortgages policy.