EXHIBIT 10.3


FORM OF AMENDMENT

TO

EMPLOYMENT AGREEMENT

DATED AS OF MARCH 1, 2007, AS AMENDED


          This
Amendment (the “Amendment”) to the Employment Agreement (as defined
below), is made as of the October 30, 2009 among Rodman & Renshaw Holding,
LLC, a Delaware limited liability company (“Holding”), having its
principal place of business at 1251 Avenue of the Americas, New York, New York
10020, Rodman & Renshaw, LLC, a Delaware limited liability company
(“R&R””), having its principal place of business at 1251 Avenue of the
Americas, New York, New York 10020, Rodman & Renshaw Capital Group, Inc., a
Delaware corporation (“Rodman”), having its principal place of business
at 1251 Avenue of the Americas, New York, New York 10020 and Michael
Vasinkevich (the “Executive”), an individual, having his principal place
of business at 1251 Avenue of the Americas, New York, New York 10020. 


W I T N
E S S E T H:


          WHEREAS, Holding, R&R and Executive are
parties to an Employment Agreement, dated as of March 1, 2007 and amended as of
July 10, 2007 (the “Employment Agreement”); and 


          WHEREAS, pursuant to the terms of the
Employment Agreement, Executive serves as a Senior Managing Director of R&R
and a senior executive of Holding; and 


          WHEREAS, the current term of the Employment
Agreement expires February 28, 2010; and 


          WHEREAS, Holding, R&R and Executive
each have expressed a desire to amend the terms of the Employment Agreement as
more particularly set forth herein; and 


          WHEREAS, Rodman has agreed to be bound by
the terms of the Employment Agreement as set forth herein. 


          NOW, THEREFORE, in consideration of the
premises set forth above, the mutual agreements, covenants and representations
set forth below and other good and valuable consideration, the parties hereto
agree as follows: 


          1.          Except
to the extent otherwise set forth herein, all capitalized terms used in this
Amendment shall have the meaning ascribed to such term in the Employment
Agreement. 


          2.          Holding
hereby assigns all of its rights, obligations and duties under the Employment
Agreement to Rodman, the corporate parent of Holding, and Rodman hereby accepts
such assignment and undertakes to perform and execute all of Holdings’





duties and
obligations under the Employment Agreement. Executive hereby consents to such
assignment and hereby agrees to render the services required of him under the
Employment Agreement to Rodman in place of Holding. 


          3.          All
references in the Employment Agreement to: (i) “Rodman & Renshaw Holding,
LLC, a Delaware limited liability company” shall hereafter be references to
Rodman & Renshaw Capital Group, Inc., a Delaware corporation”; (ii)
“Holding” shall hereafter be references to Rodman; (iii) the “Company” shall
hereafter be references to Rodman; and (iv) the “Board” shall hereafter be
references to the board of directors of Rodman. 


          4.          Section
2 of the Employment Agreement is hereby amended by striking “2010” appearing in
the first sentence and substituting in lieu thereof “2011”. 


          5.          Except
as otherwise set forth in this Amendment, all of the terms and conditions,
representations and warrants, agreements and covenants set forth in the Employment
Agreement shall continue in full force and effect for the periods set forth
therein. 


          IN WITNESS WHEREOF, each of the parties
hereto have executed and delivered this Amendment as of the date first above
written. 


	
  

 	
  

 	
  

 
	
  

 	
 RODMAN & RENSHAW HOLDING, LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
        Name:

 
	
  

 	
  

 	
        Title:

 
	
  

 	
  

 	
  

 
	
  

 	
 RODMAN & RENSHAW, LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
        Name:

 
	
  

 	
  

 	
        Title

 
	
  

 	
  

 	
  

 
	
  

 	
 RODMAN & RENSHAW CAPITAL GROUP, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
        Name:

 
	
  

 	
  

 	
        Title:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
        MICHAEL VASINKEVICH

 



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