Preview | Separation and Distribution Agreement |

ARTICLE 1

DEFINITIONS

1.1

Action

1.2

Affiliate

1.3

Ancillary Agreements

1.4

Consents

1.5

Contingent Gain

1.6

Contingent Liability

1.7

DAC Assets

1.8

DAC Business

1.9

DAC Group

1.10

DAC Operating Assets

1.11

DAC Policies

1.12

Distribution

1.13

Distribution Date

1.14

Form SB-2

1.15

Governmental Approvals

1.16

Governmental Authority

1.17

Interest

1.18

Liabilities

1.19

Person

1.20

Policies

1.21

Privileges

1.22

Privileged Information

1.23

Rubicon Business

1.24

Rubicon Common Stock

1.25

Rubicon Group

1.26

Rubicon Policies

1.27

Record Date

1.28

Related Entity

1.29

Security Interest

1.30

Subsidiary

ARTICLE 2

THE SEPARATION

2.1

Transfer of Assets and Assumption of Liabilities

2.2

DAC Assets

2.3

DAC Liabilities

2.4

Termination Of Agreements

2.5

Disclaimer Of Representations And Warranties

2.6

Governmental Approvals And Consents; Deferred Transfers

2.7

Assignment Of Assumed DAC Liabilities

2.8

Rubicon Share Cancellation

ARTICLE 3

THE DISTRIBUTION

3.1

The Distribution

3.2

Actions Prior To The Distribution

3.3

Conditions To Distribution

3.4

Fractional Shares

3.5

Unclaimed Shares

ARTICLE 4

INDEMNIFICATION

4.1

Indemnification By DAC

4.2

Indemnification By Rubicon

4.3

Indemnification Obligations Net Of Insurance Proceeds And Other Amounts 13

4.4

Procedures For Indemnification Of Third Party Claims

4.5

Additional Matters

4.6

Survival Of Indemnities

ARTICLE 5

CERTAIN COVENANTS AND OTHER AGREEMENTS OF THE PARTIES 16

5.1

Restriction on Employee Solicitation or Hiring

5.2

Competition

5.3

Management of Interests

ARTICLE 6

CONFIDENTIALITY

6.1

Confidentiality

6.2

Protective Arrangements

ARTICLE 7

ACCESS TO INFORMATION AND SERVICES

7.1

Provision of Corporate Records

7.2

Access to Information

7.3

Production of Witnesses

7.4

Reimbursement

7.5

Retention of Records

7.6

Privileged Matters

ARTICLE 8

INSURANCE

8.1

Policies and Rights Included Within the DAC Assets

8.2

Post-Distribution Date Claims

ARTICLE 9

ARBITRATION; DISPUTE RESOLUTION

9.1

Disputes

9.2

Alternative Dispute Resolution

9.3

Arbitration Procedure

9.4

Confidentiality

ARTICLE 10

FURTHER ASSURANCES

10.1

Further Assurances

ARTICLE 11

TERMINATION

11.1

Termination By Mutual Consent

ARTICLE 12

MISCELLANEOUS

12.1

Counterparts; Entire Agreement

12.2

Governing Law

12.3

Assignability

12.4

Third Party Beneficiaries

12.5

Notices

12.6

Severability

12.7

Publicity

12.8

Expenses

12.9

Headings

12.10

Survival Of Covenants

12.11

Waivers Of Default

12.12

Specific Performance

12.13

Amendments

12.14

Interpretation

12.15

Legal Counsel

SIGNATURES

THIS SEPARATION AND DISTRIBUTION AGREEMENT (including all exhibits and schedules hereto, the ?Agreement?), dated as of July 31, 2007, is by and between Rubicon Financial Incorporated, a Delaware corporation (?Rubicon?) and Dial-A-Cup Inc., a Nevada corporation and wholly owned subsidiary of Rubicon (?DAC?). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article 1 hereof.

WHEREAS, the Board of Directors of Rubicon has determined that it is in the best interests of Rubicon and its stockholders to transfer the DAC Assets to DAC and to cause DAC to assume the DAC Liabilities, all as more fully described in this Agreement and the Ancillary Agreements (the ?Separation?);

WHEREAS, the Board of Directors of Rubicon has further determined that it is appropriate and desirable, on the terms and conditions contemplated hereby, for Rubicon to distribute to holders of shares of Rubicon Common Stock all or a portion of the outstanding shares of common stock, $0.001 par value, of DAC, (the ?DAC Common Stock?), owned directly or indirectly by Rubicon (the ?Distribution?); and

WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and the Distribution and certain other agreements that will govern certain matters relating to the Separation and the Distribution and the relationship of Rubicon and DAC following the Distribution.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

For the purpose of this Agreement the following terms shall have the following meanings:

1.1 ACTION means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

1.2 AFFILIATE of any Person means a Person that controls, is controlled by, or is under common control with such Person. As used herein, ?control? means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

1.3 ANCILLARY AGREEMENTS means the Share Cancellation Agreement pertaining to the cancellation of 6,000,000 shares of Rubicon?s Common Stock; the Retainer

Agreement with Stoecklein Law Group; and, any agreements or amendments and/or assignments related thereto necessary to accomplish the transactions contemplated herein.

1.4 CONSENTS means any consents, waivers or approvals from, or notification requirements to, any third parties.

1.5 CONTINGENT GAIN means any claim or other right of Rubicon or DAC or any of their respective Affiliates, whenever arising, against any Person other than Rubicon, DAC or any of their respective Affiliates, if and to the extent that (i) such claim or right has accrued as of the Distribution Date (based on then existing law) and (ii) the existence or scope of the obligation of such other Person as of the Distribution Date was not acknowledged, fixed or determined in any material respect, due to a dispute or other uncertainty as of the Distribution Date or as a result of the failure of such claim or other right to have been discovered or asserted as of the Distribution Date. A claim or right meeting the foregoing definition shall be considered a Contingent Gain regardless of whether there was any Action pending, threatened or contemplated as of the Distribution Date with respect thereto.

1.6 CONTINGENT LIABILITY means any Liability of Rubicon, DAC or any of their respective Affiliates, whenever arising, to any Person other than Rubicon, DAC or any of their respective Affiliates, if and to the extent that (i) such Liability has accrued as of the Distribution Date (based on then existing law) and (ii) the existence or scope of the obligation of Rubicon, DAC or any of their respective Affiliates as of the Distribution Date with respect to such Liability was not acknowledged, fixed or determined in any material respect, due to a dispute or other uncertainty as of the Distribution Date or as a result of the failure of such Liability to have been discovered or asserted as of the Distribution Date (it being understood that the existence of a litigation or other reserve with respect to any Liability shall not be sufficient for such Liability to be considered acknowledged, fixed or determined).