Exhibit 10.5

                              EMPLOYMENT AGREEMENT
                              --------------------

                THIS EMPLOYMENT  AGREEMENT (the "AGREEMENT") is made as of March
1,  2007,  by and among  Rodman &  Renshaw  Holding,  LLC,  a  Delaware  limited
liability  company  ("Holding")  and Rodman & Renshaw,  LLC, a Delaware  limited
liability  company ("R&R"),  each having its principal place of business at 1270
Avenue of the Americas,  New York,  NY 10017,  and Michael  Vasinkevich,  with a
principal place of business c/o 1270 Avenue of the Americas,  New York, NY 10017
(the "EXECUTIVE").

                                 W I T N E S S E T H :
                                 - - - - - - - - - -

                WHEREAS,  the  Executive  is  currently  employed  by R&R as its
Senior  Managing  Director and serves as a member of the board of directors (the
"BOARD") of each of R&R and Holding;

                WHEREAS,   R&R  and  Holding   (collectively   the   "COMPANY"),
recognizing  the unique skills and abilities of the Executive,  wishes to insure
that the Executive will continue to be employed by the Company; and

                WHEREAS,  the Executive desires to continue in the employment of
the Company as Senior  Managing  Director of R&R and as a member of the Board of
each of R&R and Holding; and

                WHEREAS,  the parties  desire by this Agreement to set forth the
terms and conditions of the employment  relationship between the Company and the
Executive.

                NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants in this Agreement, the Company and the Executive agree as follows:

<PAGE>


                1.      EMPLOYMENT  AND DUTIES.  The Company  hereby employs the
Executive as Senior Managing  Director of R&R and a senior  executive of Holding
on the terms and conditions provided in this Agreement, and the Executive agrees
to  accept  such  employment,  subject  to the  terms  and  conditions  of  this
Agreement.  In addition,  the Executive  serves and shall continue to serve as a
member of the Board of each of R&R and Holding.  The Executive shall perform the
duties and responsibilities as are customary for the Senior Managing Director of
an investment bank, and shall perform such other duties and  responsibilities as
are reasonably  determined  from time to time by the Board.  The Executive shall
report to and be  supervised by the Board.  The Executive  shall be based at the
Company's  offices  in  Great  Neck,  New  York or such  other  place,  within a
twenty-five  (25) mile radius of the  Company's  offices in New York City on the
date of this Agreement, as may be agreed upon by the Executive with the Company,
and, except for business travel incident to his employment under this Agreement,
the  Company  agrees  the  Executive  shall not be  required  to  relocate.  The
Executive  agrees to devote  substantially  all his  attention  and time  during
normal  business hours to the business and affairs of the Company and to use his
reasonable  best efforts to perform  faithfully and  efficiently  the duties and
responsibilities  of his positions and to accomplish the goals and objectives of
the Company as may be established by the Board.  Notwithstanding  the foregoing,
the Executive may engage in the following  activities  (and shall be entitled to
retain  all  economic   benefits  thereof  including  fees  paid  in  connection
therewith) as long as (x) they do not interfere in any material respect with the
performance of the Executive's duties and  responsibilities  hereunder,  and (y)
with respect to (A) service on the board of directors of a corporation  or other
business or (B) any activity  described in clause (ii) below,  such  activity is
pre-approved by the Board of Holding: (i) serve on corporate,  civic, religious,
educational and/or charitable boards or committees, provided that

                                        2
<PAGE>


the Executive  shall not serve on any board or committee of any  corporation  or
other  business  which competes with the "Business" (as defined in Section 10(a)
below);  (ii) deliver  lectures,  fulfill  speaking  engagements,  or teach on a
part-time  basis at  educational  institutions;  and (iii) make  investments  in
businesses or  enterprises  and manage his personal  investments;  provided that
with respect to such activities Executive shall comply with any business conduct
and ethics policy applicable to employees of the Company.

                2.      TERM. The term of this Agreement shall commence on March
1, 2007 (the  "COMMENCEMENT  DATE"),  and shall  terminate on February 28, 2010,
unless  extended  or earlier  terminated  in  accordance  with the terms of this
Agreement (the "TERMINATION  DATE"). Such term of employment is herein sometimes
referred to as the "EMPLOYMENT  TERM". The Employment Term shall be extended for
successive one year periods unless either party notifies the other in writing at
least 90 days before the Termination Date, or any anniversary of the Termination
Date,  as the case may be,  that he or it chooses  not to extend the  Employment
Term.

                3.      COMPENSATION.   As   compensation   for  performing  the
services required by this Agreement,  and during the term of this Agreement, the
Executive shall be compensated as follows:

                        (a)     BASE COMPENSATION.  The Company shall pay to the
Executive an annual salary ("BASE  COMPENSATION")  of One Hundred Fifty Thousand
Dollars  ($150,000),  payable in equal  installments  pursuant to the  Company's
customary payroll  procedures in effect for its executive  personnel at the time
of payment, but in no event less frequently than monthly, subject to withholding
for applicable  federal,  state, and local income and employment  related taxes.
The  Executive  shall be entitled to such  increases in Base  Compensation  with
respect to each  calendar  year  during the term of this  Agreement  as shall be
determined by the Company's

                                       3
<PAGE>


Compensation  Committee (the "COMMITTEE"),  in its sole and absolute discretion,
based on an annual review of the Executive's performance. The Committee shall be
appointed by the Board of Holding and the members of the  Committee may include,
but are not  required  to be members of such  Board.  From and after the date on
which the equity interests of Holding (or such equity  securities into which the
equity interests have been converted or exchanged) are traded, listed or quoted,
as the case may be, on any of the New York Stock  Exchange,  the American  Stock
Exchange,  the NASDAQ National Market,  the NASDAQ Capital Market,  the Over the
Counter  Bulletin Board or the AIM Stock Exchange  (each a "PUBLIC  MARKET"),  a
majority of the Committee  shall be comprised of individuals who are not current
or former  employees  of the Company or its  subsidiaries.  If no  Committee  is
appointed,  the Board of Holding  shall have the  duties  and  authority  of the
Committee as referred to herein.

                        (b)     INCENTIVE  COMPENSATION.  In  addition  to  Base
Compensation,   the  Executive  shall  participate,  for  the  duration  of  his
employment under this Agreement, in the Bonus Plan described on Exhibit A hereto
("INCENTIVE COMPENSATION"). For purposes of this Agreement, the Executive's "Pro
Rata  Share" of  Incentive  Compensation  for any fiscal  year of the Company in
which the employment of the Executive  terminates shall be the product of (i) an
amount  equal  to his  Incentive  Compensation  if he had been  employed  by the
Company  for the entire  year  (which  shall be not less than the product of the
aggregate  Incentive  Compensation  paid  under the  Bonus  Plan for the year of
termination of employment, multiplied by the Executive's percentage share of the
aggregate  amount  paid  under  the Plan  for the  immediately  preceding  year)
multiplied by (ii) a fraction the numerator of which shall be the number of days
in the portion of the year ending with the date of termination of employment and
the denominator of which shall be the number of days in such fiscal year.

                                       4
<PAGE>


                4.      EMPLOYEE BENEFITS; LIFE INSURANCE.

                        (a)     During the  Employment  Term and  subject to the
limitations  set  forth  in this  Section  4,  the  Executive  and his  eligible
dependents  shall  have  the  right  to  participate  in  any  retirement  plans
(qualified and non-qualified),  pension, insurance,  health, disability or other
benefit plan or program that has been or is hereafter adopted by the Company (or
in which the Company participates),  in each case according to the terms of such
plan or  program,  on terms no less  favorable  than  the most  favorable  terms
granted to senior executives of the Company.

                        (b)     LIFE INSURANCE. The Executive hereby consents to
the purchase by the Company of one or more "key man" life insurance  policies on
the life or lives of the Executive  and/or the other  Principals  (as defined on
Exhibit A) in an aggregate  amount not to exceed $5 million of death benefit per
Principal,  with such policies to be owned by the Company and the death benefits
being payable solely to the Company. The Executive shall have no interest in any
such life insurance  policy.  Upon termination of the Executive's  employment by
the  Company  for any reason,  and except as the  Executive  and the Company may
otherwise agree, such insurance policy or policies shall be promptly  terminated
insofar as they relate to the Executive;  provided,  however, that the Executive
shall have the right,  upon notice to the Company  within 30 days of the date of
termination  of employment,  to purchase the policy or policies  relating to him
(if  transferable  by the  Company)  for an amount equal to their cash value (if
any) plus prepaid premiums.

                5.      VACATION AND LEAVES OF ABSENCE.  The Executive  shall be
entitled to the normal and customary amount of paid vacation  provided to senior
executive  officers of the  Company,  but in no event less than twenty (20) days
during each twelve (12) month period,

                                       5
<PAGE>


beginning on the Commencement Date of this Agreement. Any vacation days that are
not taken in a given  twelve (12) month  period  shall not accrue or  carry-over
from year to year  except as may  otherwise  be  agreed by the  Company  and the
Executive.  Upon any  termination of this  Agreement for any reason  whatsoever,
accrued and unused vacation for the year in which this Agreement terminates will
be paid to the Executive within ten (10) days of such  termination  based on his
annual rate of Base Compensation in effect on the date of such  termination.  In
addition, the Executive may be granted leaves of absence with or without pay for
such  valid and  legitimate  reasons  as the  Company  in its sole and  absolute
discretion may determine,  and the Executive  shall be entitled to the same sick
leave and holidays as is provided to other senior executives of the Company.

                6.      EXPENSES.

                        The  Executive  shall  be  promptly  reimbursed  for all
reasonable  and  necessary  expenses  incurred  by him in  connection  with  the
performance  of his  duties  hereunder,  subject to the  provision  of copies of
receipts and such other  substantiation  as may  reasonably  be requested by the
Company.

                7.      INDEMNIFICATION.

                        (a)     GENERAL.   The   Company   agrees  that  if  the
Executive  is made a party or is  threatened  to be made a party to any  action,
suit or proceeding, whether civil, criminal,  administrative or investigative (a
"PROCEEDING"),  by reason of the fact that he is or was a director or officer of
the  Company,  is or was  serving at the  request of the  Company as a director,
officer,  member,  employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including, without limitation, service
with  respect  to  employee  benefit  plans,  whether  or not the  basis of such
Proceeding is alleged to be action in an official capacity as a

                                       6
<PAGE>


director,  officer,  member,  employee  or agent  while  serving as a  director,
officer,  member,  employee or agent, the Executive  shall,  except as otherwise
provided  below,  be indemnified and held harmless by the Company to the fullest
extent  authorized by applicable  law (in  accordance  with the  certificate  of
incorporation  bylaws,  and/or other governing documents of the Company), as the
same exists or may hereafter be amended, against all Expenses (as defined below)
incurred  or  suffered  by the  Executive  in  connection  therewith,  and  such
indemnification  shall  continue as to the  Executive  even if the Executive has
ceased to be an  officer,  director  or agent,  or is no longer  employed by the
Company  and  shall  inure  to  the   benefit  of  his  heirs,   executors   and
administrators. Notwithstanding the foregoing, the Company shall not be required
to  indemnify  or hold  harmless  the  Executive  with  respect to  Expenses  in
connection  with any  Proceeding  which is the  result  of  Executive's  willful
misconduct or gross negligence.

                        (b)     EXPENSES.  As used in this  Agreement,  the term
"EXPENSES"  shall  include,  without  limitation,  damages,  losses,  judgments,
liabilities,  fines, penalties,  excise taxes, settlements and costs, attorneys'
fees,  accountants'  fees, and  disbursements and costs of attachment or similar
bonds,   investigations,   and  any   expenses  of   establishing   a  right  to
indemnification under this Agreement.

                        (c)     ENFORCEMENT.  If a claim or  request  under this
Agreement is not paid by the Company,  or on their behalf,  within  fifteen days
after a written claim or request has been received by the Company, the Executive
may at any time thereafter  bring suit against the Company to recover the unpaid
amount  of the  claim or  request  and if  successful  in whole or in part,  the
Executive  shall also be entitled to be paid the  expenses of  prosecuting  such
suit.   The  burden  of  proving   that  the   Executive   is  not  entitled  to
indemnification for any reason shall be upon the Company.

                                       7
<PAGE>


                        (d)     SUBROGATION.  In the event of payment under this
Agreement,  the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of the Executive.

                        (e)     PARTIAL  INDEMNIFICATION.  If the  Executive  is
entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of any Expenses,  but not,  however,  for the total amount
thereof, the Company shall nevertheless  indemnify the Executive for the portion
of such Expenses to which the Executive is entitled.

                        (f)     ADVANCES OF EXPENSES.  Expenses  incurred by the
Executive  in  connection  with any  Proceeding  shall be paid by the Company in
advance upon request of the Executive that the Company pay such Expenses.

                        (g)     NOTICE OF CLAIM. The Executive shall give to the
Company  notice of any claim made against him for which  indemnity will or could
be sought  under this  Agreement.  In  addition,  the  Executive  shall give the
Company such  information  and  cooperation as it may reasonably  require and as
shall be  within  the  Executive's  power and at such  times  and  places as are
convenient for the Executive.

                        (h)     DEFENSE OF CLAIM. With respect to any Proceeding
as to which the Executive notifies the Company of the commencement  thereof: (i)
the Company will be entitled to participate therein at its own expense; and (ii)
except as otherwise  provided below, to the extent that it may wish, the Company
jointly with any other indemnifying party similarly notified will be entitled to
assume  the  defense  thereof,  with  counsel  reasonably  satisfactory  to  the
Executive.  The  Company  shall not be  entitled  to assume  the  defense of any
action, suit or proceeding brought by or on behalf of the Company or as to which
the Executive  shall have  reasonably  concluded that there may be a conflict of
interest  between the Company and the

                                       8
<PAGE>


Executive in the conduct of the defense of such action.

                                The Company shall not be liable to indemnify the
Executive  under this Agreement for any amounts paid in settlement of any action
or claim effected without its written consent.  The Company shall not settle any
action or claim in any manner  which would impose any penalty or  limitation  on
the Executive without Executive's  written consent.  Neither the Company nor the
Executive  shall  unreasonably  withhold or delay their  consent to any proposed
settlement.

                        (i)     NON-EXCLUSIVITY.  The  right to  indemnification
and the payment of expenses incurred in defending a Proceeding in advance of its
final  disposition  conferred  in this  Section 7 shall not be  exclusive of any
other right which the  Executive  may have or  hereafter  may acquire  under any
statute,  provision  of the  certificate  of  incorporation,  by-laws,  or other
governing documents of the Company, agreement, vote of stockholders,  members or
disinterested directors or otherwise.

                        (j)     DIRECTORS AND OFFICERS LIABILITY INSURANCE.  The
Company agrees to use  reasonable  efforts to maintain one or more directors and
officers  liability  insurance  policies  (collectively,   the  "POLICY")  in  a
reasonable and adequate amount  determined by the Board of Holding that provides
coverage of at least $1,000,000,  with the Executive included as a named insured
or as member of a group or class within the definition of a named insured in the
Policy.

                8.      TERMINATION AND TERMINATION BENEFITS.

                        (a)     TERMINATION BY THE COMPANY.

                                (i)     FOR CAUSE. Notwithstanding any provision
contained  herein,  the Company may terminate  this Agreement at any time during
the  Employment  Term for  "Cause".  For  purposes of this  subsection  8(a)(i),
"CAUSE"  shall  mean (1) the  continuing


                                       9
<PAGE>


willful failure by the Executive to  substantially  perform his duties hereunder
for any reason other than total or partial  incapacity due to physical or mental
illness,  (2)  intentional  misconduct  on  the  part  of the  Executive  in the
performance of his duties  hereunder  that causes  material harm to the Company,
(3) failure to maintain any license or registration required to be maintained by
the rules and  regulations of the National  Association  of Securities  Dealers,
Inc.,  the  Securities  and Exchange  Commission,  or any other federal or state
regulatory agency having jurisdiction over the business conduct of the Executive
as  an  employee  of  the  Company;  or  (4)  conviction  of a  felony,  or of a
misdemeanor involving moral turpitude,  that in either case causes material harm
to the  Company.  Termination  pursuant  to this  subsection  8(a)(i)  shall  be
effective  immediately upon giving the Executive  written notice thereof stating
the reason or reasons therefor with respect to clause (4) above, and thirty (30)
days after written notice  thereof from the Company to the Executive  specifying
the acts or  omissions  constituting  the  failure and  requesting  that they be
remedied  with  respect  to  clauses  (1),  (2) and (3)  above,  but only if the
Executive has not cured such failure within such thirty (30) day period.  In the
event of a termination  pursuant to this subsection 8(a)(i), the Executive shall
be entitled to payment of his Base  Compensation as computed through the date of
termination,  and any unpaid  Incentive  Compensation for periods ended prior to
the date of termination,  and the benefits pursuant to Section 4(a) hereof up to
the effective date of such termination. It is the intention and agreement of the
Company that Executive  shall not be deprived by reason of termination for Cause
of any payments,  options or benefits which have been vested or have been earned
or to which Executive is entitled as of the effective date of such termination.

                                (ii)    DISABILITY.  If due to illness, physical
or mental disability, or other incapacity, the Executive shall fail, for a total
of any six (6) consecutive months

                                       10
<PAGE>


("DISABILITY"),  to substantially  perform the principal duties required by this
Agreement,  the  Company may  terminate  this  Agreement  upon thirty (30) days'
written notice to the Executive.  In such event, the Executive shall be (1) paid
his Base  Compensation  until the Termination Date and his Pro Rata Share of any
Incentive  Compensation to which he would have been entitled for the fiscal year
in which such  termination  occurs,  and (2)  provided  with  employee  benefits
pursuant to Section 4(a), to the extent  available,  for 12 months following the
date of such termination; PROVIDED, HOWEVER, that any compensation to be paid to
the Executive  pursuant to this subsection  8(a)(ii) shall be offset against any
payments  received  by the  Executive  pursuant  to  any  policy  of  disability
insurance the premiums of which are paid for by the Company.

                        (b)     TERMINATION BY THE EMPLOYEE.

                                (i)     TERMINATION WITHOUT CAUSE OR TERMINATION
FOR GOOD REASON. The Company may terminate the Executive's  employment hereunder
without Cause and the Executive may terminate his employment hereunder for "Good
Reason" (as defined below). If the Company terminates the Executive's employment
hereunder  without  Cause,  other  than due to death  or  Disability,  or if the
Executive  terminates  his employment  for Good Reason,  the Executive  shall be
paid:  (i)  his  Base  Compensation  at  the  rate  in  effect  at the  time  of
termination,   through  the  date  of  such   termination  of  employment   (the
"Termination  Date");  (ii) his Pro Rata Share of any Incentive  Compensation to
which he would have been entitled for the year in which such termination occurs;
(iii) a lump sum payment  equal to the product of twelve (12) times the "Monthly
Salary  Amount" as defined  below;  (iv) any deferred  compensation  (including,
without  limitation,  interest or other credits on the deferred amounts) and any
accrued  vacation  pay; (v)  continuation,  for the  remainder of the  scheduled
Employment  Term (or, if longer,  for the  one-year  period  ending on the first
anniversary of the Termination  Date), of the

                                       11
<PAGE>


health and  welfare  benefits  of the  Executive  and any  long-term  disability
insurance  generally  provided to senior executives of the Company in accordance
with Section 4(a) of this  Agreement  (or the Company shall provide the economic
equivalent thereof);  provided, however, if the Executive obtains new employment
and such  employment  makes the  Executive  eligible  for health and  welfare or
long-term  disability  benefits  which are equal to or greater in scope then the
benefits then being offered by the Company,  then the Company shall no longer be
required  to  provide  such  benefits  to the  Executive;  and  (vi)  any  other
compensation  and benefits as may be provided in  accordance  with the terms and
provisions of any applicable plans or programs of the Company.

                                As used herein,  "MONTHLY  SALARY  AMOUNT" shall
mean an  amount  equal to  one-twelfth  of the sum of (y) the  Executive's  then
current  annual  Base  Salary  plus  (z) the  average  of the  annual  Incentive
Compensation paid to the Executive for the full fiscal year periods  immediately
preceding the  Termination  Date,  commencing  with the fiscal year period ended
December  31,  2006  (for  which  period  the   Executive   received   Incentive
Compensation equal to $ 5,082,333.00).

                                As used herein, "GOOD REASON" means and shall be
deemed to exist if, without the prior express  written consent of the Executive,
(a) the Company breaches this Agreement in any material respect; (b) the Company
fails to obtain the full  assumption of this  Agreement by a solvent  successor;
(c) the Company fails to use its reasonable  best efforts to maintain,  or cause
to be maintained  directors and officers liability  insurance coverage providing
for  liability  coverage of not less than  $1,000,000,  with the  Executive as a
named insured or a member of a group or class which is a named insured;  (d) the
Company  purports to terminate  the  Executive's  employment  for Cause and such
purported  termination  of  employment  is not

                                       12
<PAGE>


effected in accordance with the requirements of this Agreement,  or (e) a Change
in Control shall have occurred  within twelve months prior to the termination of
the employment of Executive;  provided,  however, that with respect to items (a)
through (c) above,  within thirty (30) days of written  notice of termination by
the Executive, the Company has not cured such failure or breach.

                                For  purposes  of this  Agreement,  a "CHANGE OF
CONTROL" shall mean any of the following, as effected through one transaction or
a series of related transactions: (1) any merger by, or other combination of the
Company into another  corporation or business  entity which results in the other
holders  of  equity  interests  or of the  Company  immediately  prior  to  such
transaction owning less than fifty (50%) percent of the surviving corporation or
other business entity; (2) any acquisition (by purchase,  lease or otherwise) of
50% or more of the assets of the  Company by any  person,  corporation  or other
entity or group  thereof  acting  jointly;  (3) the  acquisition  of  beneficial
ownership,  directly or indirectly, of voting securities of the Company (defined
as Common Stock of the Company or any  securities  having voting rights that the
Company may issue in the future) and rights to acquire voting  securities of the
Company  (defined  as  including,   without  limitation,   securities  that  are
convertible into voting securities of the Company (as defined above) and rights,
options,  warrants and other  agreements or  arrangements to acquire such voting
securities)  by any person,  corporation or other entity or group thereof acting
jointly,  in such amount or amounts as would permit such person,  corporation or
other entity or group thereof  acting jointly to elect a majority of the members
of the Board of the Company,  as then  constituted;  or (4) the  acquisition  of
beneficial ownership, directly or indirectly, of voting securities and rights to
acquire voting securities having voting power equal to thirty-five (35%) percent
or more of the combined  voting power of the

                                       13
<PAGE>


Company's then outstanding voting securities by any person, corporation or other
entity or group thereof acting  jointly unless such  acquisition as is described
in this clause (4) is expressly  approved by  resolution of the Board of Holding
passed  upon  affirmative  vote of not less  than a  majority  of the  Board and
adopted  at a  meeting  of the Board  held not  later  than the date of the next
regularly  scheduled or special  meeting held following the date Holding obtains
actual knowledge of such  acquisition  (which approval may be limited in purpose
and effect  solely to affecting the rights of Executive  under this  Agreement).
Notwithstanding  the preceding  sentence,  any transaction  that involves a mere
change in identity form or place of  organization  within the meaning of Section
368(a)(1)(F)  of the  Internal  Revenue  Code  of  1986,  as  amended,  and  any
transaction  of similar  effect  shall not  constitute  a Change in Control.  In
addition,  a  distribution  of all or a portion of the business or assets of the
Company to one or more of its  direct or  indirect  owners,  in respect of their
direct or indirect  equity  interests in the Company and with the prior approval
of the Board of Holding, shall not constitute a Change in Control.

                                (ii)    TERMINATION  OTHER THAN FOR GOOD REASON.
If the  Executive  terminates  his  employment  other than for Good Reason,  the
Executive shall be paid: (i) his Base  Compensation at the rate in effect at the
time of  termination,  through the date of such  termination of employment  (the
"TERMINATION  DATE");  (ii) his Pro Rata Share of any Incentive  Compensation to
which he would have been entitled for the year in which such termination occurs;
(iii) any deferred  compensation  (including,  without  limitation,  interest or
other  credits on the deferred  amounts) and any accrued  vacation pay; and (iv)
any other  compensation  and benefits as may be provided in accordance  with the
terms and provisions of any applicable plans or programs of the Company.

                                       14
<PAGE>


                        (c)     NONEXCLUSIVITY   OF  RIGHTS.   Nothing  in  this
Agreement  shall  prevent  or  limit  the   Executive's   continuing  or  future
participation in any benefit, bonus, incentive or other plan or program provided
or maintained by the Company and for which the Executive may qualify,  nor shall
anything  herein limit or otherwise  prejudice  such rights as the Executive may
have under any other existing or future  agreements with the Company.  Except as
otherwise  expressly  provided for in this  Agreement,  amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plans
or programs of the Company at or subsequent to the date of termination  shall be
payable in accordance with such plans or programs.

                        (d)     VESTING OF STOCK  GRANTS AND STOCK  OPTIONS.  In
the event of any termination of this Agreement,  Executive's  rights with regard
to any stock grants,  loan  agreements or stock options shall be as set forth in
the respective agreement containing the terms and conditions pertaining thereto.
Notwithstanding the foregoing, in the event that the Executive is terminated for
reasons  other than for "Cause" or in the event the  Executive  terminates  this
Agreement for "Good Reason",  any stock options then held by the Executive shall
immediately  vest in the Executive and shall remain  exercisable  for the period
specified in the grant agreement  notwithstanding  any provision  therein to the
contrary.

                        (e)     DEATH   BENEFIT.   Notwithstanding   any   other
provision of this  Agreement,  this Agreement shall terminate on the date of the
Executive's  death.  In such event the Company shall continue to pay Executive's
Base  Compensation to his wife, if she survives him, or, if she does not survive
him, to his estate,  through the end of the twelfth month following the month in
which such death occurs. In addition, the Company shall pay to Executive's wife,
if she survives  him,  or, if she does not survive  him, to his estate,  the Pro
Rata Share of any

                                       15
<PAGE>


Incentive  Compensation to which Executive would have been entitled for the year
in which such death occurs.

                        (f)     TERMINATION  PAYMENT.  In the event Company does
not elect to extend the Employment Term as provided for in Section 2 hereof,  in
consideration for the post-employment  covenant against competition set forth in
Section 10(a) of this  Agreement,  the Executive shall be entitled to a lump-sum
payment,  on the last day of the Employment Term, equal to the product of twelve
(12)   times  the   Monthly   Salary   Amount   (the   "TERMINATION   PAYMENT").
Notwithstanding the foregoing, the Company may, in its sole discretion by notice
to the Executive at least 90 days before the Termination Date, elect, in lieu of
its obligation to make the Termination  Payment, to relieve the Executive of the
post-employment  covenant against competition set forth in Section 10(a) of this
Agreement,  whereupon  Section 10(a) shall be null and void  effective as of the
Termination Date.

                        (g)     PAYMENT.  Except as  otherwise  provided in this
Agreement,  any  payments to which the  Executive  shall be entitled  under this
Section  8,  including,  without  limitation,  any  economic  equivalent  of any
benefit,  shall be made as promptly as possible  following the Termination Date.
If the amount of any payment due to the Executive  cannot be finally  determined
within 90 days after the  Termination  Date, such amount shall be estimated on a
good faith basis by the Company and the  estimated  amount  shall be paid ninety
(90) days after such  Termination  Date. As soon as practicable  hereafter,  the
final determination of the amount due shall be made and any adjustment requiring
a payment to or from the Executive shall be made as promptly as practicable.

                        (h)     NO  MITIGATION.   The  Executive  shall  not  be
required to mitigate the amount of any payments  provided for by this  Agreement
by seeking  employment  or  otherwise,

                                       16
<PAGE>


nor shall the amount of any  payment or benefit  provided in this  Agreement  be
reduced by any compensation or benefit earned by the Executive after termination
of his employment.

                9.      COMPANY  PROPERTY.   All  confidential  and  proprietary
information  furnished  to the  Executive  by the  Company or  developed  by the
Executive  on behalf of the  Company or at the  Company's  direction  or for the
Company's  use or  otherwise  in  connection  with  the  Executive's  employment
hereunder,  are and  shall  remain  the sole and  confidential  property  of the
Company. If the Company requests the return of such materials in connection with
or after the  termination of the  Executive's  employment,  the Executive  shall
immediately deliver the same to the Company.

                10.     COVENANT NOT TO COMPETE; OTHER COVENANTS.

                        (a)     COVENANT  AGAINST  COMPETITION.   The  Executive
acknowledges that, as of the date of execution of this Employment Agreement: (i)
R&R is, directly and through its subsidiaries, engaged in the investment banking
businesses of corporate  finance and mergers and acquisitions as a broker-dealer
(the  "BUSINESS");  (ii) the  Business  is  conducted  currently  by R&R and its
subsidiaries  throughout  the  United  States,  and  may be  expanded  to  other
locations;  (iii) his employment with Holding and R&R will have given him access
to confidential  information  concerning the Business as so conducted;  and (iv)
the  agreements  and  covenants  contained in this  Agreement  are  essential to
protect the business and goodwill of Holding and R&R. Accordingly, the Executive
covenants  and agrees that,  without the prior  written  consent of the Board of
Holding,  the Executive  shall not during the  Restricted  Period and within the
Restricted Area (each as defined below),  except in the Executive's  capacity as
an officer of the Company or any of its affiliates: (A) engage or participate in
the  Business;  (B) enter the employ of, or render any services  (whether or not
for a fee or other compensation) to, any person engaged in the

                                       17
<PAGE>


Business;  or (C)  acquire  an equity  interest  in any  person  engaged  in the
Business;  provided, that the foregoing restrictions shall not apply at any time
if the Executive's employment is terminated during the Term by the Executive for
Good  Reason  (as  defined  above) or by the  Company  other  than for  "Cause";
provided,  further,  that during the  Restricted  Period the  Executive may own,
directly  or  indirectly,  solely as a  passive  investment,  securities  of any
company  traded  on  any  national   securities  exchange  or  on  the  National
Association of Securities  Dealers Automated  Quotation System. In addition,  in
the event that all or any  portion of the  business or assets of the Company are
transferred to one or more business entities owned in whole or in part by one or
more of the  direct or  indirect  owners of the  Company  as a  distribution  in
respect of their equity  interests,  this subsection 10(a) shall not prevent the
Executive  from being  employed  thereafter on a full or part-time  basis by any
such entity that continues such business or that uses such assets of the Company
in its business.

                                As used herein,  "RESTRICTED  PERIOD" shall mean
the  period  commencing  on the  Commencement  Date  and  ending  on  the  first
anniversary of the Executive's termination of employment;  and "RESTRICTED AREA"
shall mean any place within the United States and any other country in which the
Company is conducting the Business at the time of Executive's termination.

                        (b)     CONFIDENTIAL        INFORMATION;        PERSONAL
RELATIONSHIPS.  The Executive acknowledges that the Company has a legitimate and
continuing   proprietary   interest  in  the  protection  of  its   confidential
information  and has  invested  substantial  sums and will  continue  to  invest
substantial sums to develop, maintain and protect confidential information.  The
Executive agrees that,  during the Restricted Period and for a period thereafter
ending on the third  anniversary of the  termination of employment of Executive,
without the prior written  consent of

                                       18
<PAGE>


the Board of Holding,  the  Executive  shall keep secret and retain in strictest
confidence, and shall not knowingly use for the benefit of himself or others all
confidential  matters  relating to the  Company's  Business  including,  without
limitation,  operational methods,  marketing or development plans or strategies,
business  acquisition plans, joint venture proposals or plans, and new personnel
acquisition  plans,  learned by the  Executive  heretofore  or  hereafter  (such
information   shall  be  referred  to  herein   collectively  as   "CONFIDENTIAL
INFORMATION");  provided,  that  nothing in this  Agreement  shall  prohibit the
Executive  from  disclosing  or using any  Confidential  Information  (A) in the
performance of his duties  hereunder,  (B) as required by applicable law, (C) in
connection  with the enforcement of his rights under this Agreement or any other
agreement with the Company,  or (D) in connection with the defense or settlement
of any claim,  suit or action brought or threatened  against the Executive by or
in the right of the Company.  Notwithstanding  any provision contained herein to
the contrary,  the term Confidential  Information shall not be deemed to include
any general  knowledge,  skills or  experience  acquired by the Executive or any
knowledge or information known or available to the public in general.  Moreover,
the  Executive  shall be permitted  to retain  copies of, or have access to, all
such  Confidential   Information  relating  to  any  disagreement,   dispute  or
litigation (pending or threatened) involving the Executive.

                        (c)     EMPLOYEES  OF THE  COMPANY  AND ITS  AFFILIATES.
During the Restricted Period,  without the prior written consent of the Board of
Holding,  the Executive shall not, directly or indirectly,  hire or solicit,  or
cause  others to hire or solicit,  for  employment  by any person other than the
Company or any  affiliate or successor  thereof,  any person who was employed by
the Company and its  affiliates  or  successors at any time within the six-month
period ending on the date of  termination  of employment  of the  Executive,  or
encourage  any such

                                       19
<PAGE>


employee to leave his employment.  For this purpose, any person whose employment
has been  terminated  involuntarily  by the Company shall be excluded from those
persons protected by this Section for the benefit of the Company.

                        (d)     BUSINESS  RELATIONSHIPS.  During the  Restricted
Period,  the Executive  shall not,  directly or indirectly,  request or advise a
person  that has a business  relationship  with the Company to curtail or cancel
such person's business relationship with the Company.

                        (e)     RIGHTS  AND  REMEDIES   UPON   BREACH.   If  the
Executive  breaches,  threatens  to commit a breach  of,  any of the  provisions
contained in Section 10 of this Agreement  (the  "RESTRICTIVE  COVENANTS"),  the
Company shall, in addition to, and not in lieu of, any other rights and remedies
available  to the Company  under law or in equity,  have the right and remedy to
have the Restrictive  Covenants  specifically enforced by any court of competent
jurisdiction,  it being  agreed  that any  breach  or  threatened  breach of the
Restrictive  Covenants  would cause  irreparable  injury to the Company and that
money damages would not provide an adequate remedy to the Company.

                        (f)     SEVERABILITY   OF   COVENANTS.   The   Executive
acknowledges and agrees that the Restrictive  Covenants are reasonable and valid
in  duration  and  geographical  scope and in all other  respects.  If any court
determines  that  any of the  Restrictive  Covenants,  or any part  thereof,  is
invalid or unenforceable,  the remainder of the Restrictive  Covenants shall not
thereby be affected and shall be given full effect without regard to the invalid
portions.  The  provisions set forth in Section 10 above shall be in addition to
any other  provisions of the business  conduct and ethics  policy  applicable to
employees  of the Company and its  subsidiaries  during the term of  Executive's
employment.

                                       20
<PAGE>


                        (g)     SAVINGS  CLAUSE.  If the  period  of time or the
area  specified in subsection (a) above should be adjudged  unreasonable  in any
proceeding, then the period of time shall be reduced by such number of months or
the area shall be reduced by the  elimination of such portion thereof or both so
that  such  restrictions  may be  enforced  in such area and for such time as is
adjudged to be reasonable.

                11.     EXECUTIVE'S  REPRESENTATION  AND  WARRANTIES.  Executive
represents  and warrants  that he has the full right and authority to enter into
this  Agreement  and fully  perform his  obligations  hereunder,  that he is not
subject to any non-competition  agreement other than with the Company,  and that
his  past,  present  and  anticipated  future  activities  have not and will not
infringe on the proprietary  rights of others.  Executive further represents and
warrants that he is not obligated under any contract (including, but not limited
to,  licenses,  covenants or  commitments  of any nature) or other  agreement or
subject to any judgment,  decree or order of any court or administrative  agency
which would  conflict with his obligation to use his best efforts to perform his
duties  hereunder  or which  would  conflict  with the  Company's  business  and
operations  as  presently  conducted  or proposed to be  conducted.  Neither the
execution nor delivery of this  Agreement,  nor the carrying on of the Company's
business as officer and employee by Executive  will conflict with or result in a
breach of the terms,  conditions  or provisions of or constitute a default under
any contract, covenant or instrument to which Executive is currently a party.

                12.     MISCELLANEOUS.

                        (a)     INTEGRATION;    AMENDMENT.    This    Agreement,
including the Exhibits hereto and such other documents as are referred to herein
or therein,  constitutes  the entire  agreement  between the parties hereto with
respect to the matters set forth herein and  supersedes

                                       21
<PAGE>


and  renders  of no force and  effect all prior  understandings  and  agreements
between the parties with respect to the matters set forth herein.  No amendments
or additions to this Agreement  shall be binding unless in writing and signed by
both parties.

                        (b)     SEVERABILITY.  If any part of this  Agreement is
contrary  to,   prohibited  by,  or  deemed  invalid  under  applicable  law  or
regulations,  such  provision  shall be  inapplicable  and deemed omitted to the
extent so contrary,  prohibited, or invalid, but the remainder of this Agreement
shall  not be  invalid  and  shall be given  full  force  and  effect  so far as
possible.

                        (c)     WAIVERS.  The  failure  or delay of any party at
any time to require  performance  by the other  party of any  provision  of this
Agreement,  even if known,  shall not  affect the right of such party to require
performance  of that  provision  or to  exercise  any  right,  power,  or remedy
hereunder,  and any waiver by any party of any breach of any  provision  of this
Agreement  shall not be construed as a waiver of any  continuing  or  succeeding
breach of such provision,  a waiver of the provision  itself, or a waiver of any
right,  power,  or remedy  under this  Agreement.  No notice to or demand on any
party in any case  shall,  of  itself,  entitle  such  party to other or further
notice or demand in similar or other circumstances.

                        (d)     POWER AND AUTHORITY.  The Company represents and
warrants to the  Executive  that it has the requisite  corporate  power to enter
into this Agreement and perform the terms hereof;  that the execution,  delivery
and  performance  of  this  Agreement  by it has  been  duly  authorized  by all
appropriate  corporate action; and that this Agreement  represents the valid and
legally  binding  obligation  of the  Company and is  enforceable  against it in
accordance with its terms.

                                       22
<PAGE>


                        (e)     BURDEN AND  BENEFIT;  SURVIVAL.  This  Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective heirs, executors, personal and legal representatives,  successors and
assigns.  The rights and  obligations  of either  party  hereunder  shall not be
assignable except with the prior written consent of the other party. In addition
to, and not in  limitation  of,  anything  contained  in this  Agreement,  it is
expressly  understood  and  agreed  that  the  Company's  obligation  to pay any
compensation  as set forth  herein that is payable  following a  termination  of
employment shall survive any termination of this Agreement.

                        (f)     GOVERNING LAW; HEADINGS.  This Agreement and its
construction,   performance,  and  enforceability  shall  be  governed  by,  and
construed in accordance  with,  the laws of the State of New York.  Headings and
titles herein are included solely for  convenience  and shall not affect,  or be
used in connection with, the interpretation of this Agreement.

                        (g)     JURISDICTION.  Except as otherwise  provided for
herein, each of the parties (i) submits to the nonexclusive  jurisdiction of any
state court  sitting in New York,  New York or federal court sitting in New York
County in any action or proceeding arising out of or relating to this Agreement,
(ii) agrees that all claims in respect of the action or proceeding  may be heard
and  determined  in any such  court,  (iii)  agrees  not to bring any  action or
proceeding  arising out of or relating to this Agreement in any other court, and
(iv) waives any right such party may have to a trial by jury with respect to any
action or proceeding  arising out of or relating to this Agreement.  Each of the
parties  waives any  defense of  inconvenient  forum to the  maintenance  of any
action or  proceeding so brought and waives any bond,  surety or other  security
that might be required of any other party with  respect  thereto.  Any party may
make service on another  party by sending or delivering a copy of the process to
the party to be served

                                       23
<PAGE>


at the  address  and in the  manner  provided  for  giving of notices in Section
12(h). Nothing in this Section,  however, shall affect the right of any party to
serve legal process in any other manner permitted by law.

                        (h)     NOTICES.  All  notices  called  for  under  this
Agreement  shall be in  writing  and  shall be  deemed  given  upon  receipt  if
delivered  personally,  mailed  through  the  United  States  Postal  Service by
registered or certified mail (return receipt  requested),  postage  prepaid,  or
delivered by nationally  recognized  overnight courier service to the parties at
their respective  addresses as set forth on the first page of this Agreement (or
at such other address for a party as shall be specified by like notice, provided
that  notices  of a change of  address  shall be  effective  only  upon  receipt
thereof)  as set  forth on the  first  page of this  Agreement,  or to any other
address  or  addresses  as any party  entitled  to  receive  notice  under  this
Agreement shall  designate,  from time to time, to others in the manner provided
in this subsection 12(h) for the service of notices.

                                Any notice delivered to the party hereto to whom
it is  addressed  shall be deemed to have been given and  received on the day it
was  delivered,  if  delivered  personally  or  by  overnight  courier  service;
otherwise,  on the third business day after it is mailed in the manner  provided
above.

                        (i)     NUMBER OF DAYS.  In computing the number of days
for purposes of this Agreement, all days shall be counted,  including Saturdays,
Sundays  and  holidays;  PROVIDED,  HOWEVER,  that if the  final day of any time
period falls on a Saturday,  Sunday or holiday on which federal banks are or may
elect to be closed,  then the final day shall be deemed to be the next day which
is not a Saturday, Sunday or such holiday.

                                       24
<PAGE>


               IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the date first above written.

                                        /s/ Michael Vasinkevich
                                       -----------------------------------------
                                       MICHAEL VASINKEVICH


                                       RODMAN & RENSHAW HOLDING, LLC

                                       By:  /s/ Thomas Pinou
                                          --------------------------------------
                                           Thomas Pinou, Chief Financial Officer

                                       RODMAN & RENSHAW, LLC

                                       By:  /s/ Thomas Pinou
                                          --------------------------------------
                                           Thomas Pinou, Chief Financial Officer

                                       25
<PAGE>


                              SUMMARY OF BONUS PLAN
                                    EXHIBIT A

        The  Executive  shall  participate  in a Bonus Plan to be adopted by the
Company (the "PLAN")  consistent with the terms  summarized  below.  Capitalized
terms used but not defined below have the meaning  assigned to such terms in the
Employment Agreement to which this summary is attached.

        a.      The  Participants  in the  Plan  shall be  Michael  Vasinkevich,
Edward Rubin,  and John J. Borer,  III (each a "PRINCIPAL" and  collectively the
"PRINCIPALS").  A  Participant  who ceases to be employed by the Company for any
reason  shall not be entitled to any payment  under the Plan with respect to any
fiscal year of the Company commencing after such termination of employment,  but
the Participant (or his estate or designated  beneficiary) may receive a payment
from the Plan  with  respect  to the year of  termination  of the  Participant's
employment to the extent so provided herein or in his employment  agreement with
the Company.

        b.      The  aggregate  amount  payable  pursuant  to  the  Plan  to the
Principals for each fiscal year or portion thereof during the Employment Term of
each  Participant  shall be determined  by the Committee  before the end of each
fiscal year of the Company  that  commences  on or after  January 1, 2007.  Such
determination  shall be made by the Committee  based on the overall  revenue and
profits of the Company and the productivity of the  Participants.  The amount to
be paid  under  this Plan for the fiscal  year that  commenced  January 1, 2007,
shall  be  determined  by  reference  to the  Company's  and  the  Participant's
performance  for the entire year, and no incentive  compensation  in addition to
that payable under the Plan shall be paid to the  Participants for the two-month
period that ended February 28, 2007.
<PAGE>


        c.      Until the occurrence of a "Trigger  Event"  described in Section
1.6(b)(ii) or Section 1.6(b)(iii) of the Senior Convertible Debentures issued by
Holding   pursuant  to  the   Securities   Purchase   Agreement   entered   into
contemporaneously  with  the  Employment  Agreement  of  which  this  Exhibit  A
constitutes a part (the "DEBENTURES AGREEMENT"), in no event will the sum of the
amounts  payable  under the Plan to or in  respect  of all the  Principals  with
respect to a fiscal year of the  Company,  together  with the Base  Compensation
payable  to the  Principals  under  their  employment  agreements  and  (without
duplication) the salary,  bonuses,  other current and deferred  compensation and
benefits  (excluding any insurance  premiums paid for key man life insurance for
the  benefit  of the  Company),  and  associated  payroll  taxes  imposed on the
Company,  with  respect to all  employees  of the Company and its  subsidiaries,
exceed  58% of the  gross  revenues  of the  Company  and  its  subsidiaries  as
determined  under United  States  Generally  Accepted  Accounting  Principles as
consistently  applied and reflected on the consolidated  financial statements of
the  Company  (the  "REVENUE-BASED  CAP") for that  period.  To the  extent  the
aggregate  of the amounts paid under the Plan with respect to any fiscal year is
less than the  Revenue-Based  Cap amount,  the difference  shall be added to the
Revenue-Based  Cap  amount  for  subsequent  fiscal  years  of  the  Company  in
determining  the  amounts  that may be paid under the Plan with  respect to such
years. It is anticipated  that, in general,  the aggregate amounts paid annually
under the Bonus Plan with  respect  to each  fiscal  year or portion  thereof to
which the  Revenue-Based  Cap is applicable will be  approximately  equal to the
Revenue-Based Cap amount for such year or portion thereof, except insofar as the
Board of Holding  reasonably  determines,  in consultation  with the Principals,
that  amounts  are  required  to be set aside to provide  for  expansion  of the
business or businesses of the Company, for working capital, and to fund reserves
for the payment of its obligations.

                                       2
<PAGE>


        d.      The allocable  share of each of the  Principals of the aggregate
amount to be paid under the Plan for each fiscal year shall be determined by the
Committee  before the end of each fiscal year,  by  reference to the  individual
productivity of the Principal  during such year and his overall  contribution to
the profits and success of the Company during such period. The amount payable to
each  Participant  under the Plan with respect to any fiscal year, to the extent
not paid  during that  fiscal  year,  shall be paid on the 15th day of the third
month following the end of the fiscal year. It is anticipated  that amounts will
be advanced to each  Principal  by the  Company as  compensation  on a quarterly
basis during the fiscal year,  or at such other  intervals as the  Committee may
determine to be  appropriate,  based on  projections by such committee as to the
aggregate  amounts  expected to be paid to or in respect of the Principals under
this Plan for the fiscal year as further  described in paragraph  (e) below.  If
the  aggregate  amount  advanced  to or in  respect  of a  Principal  under  the
preceding  sentence  for a  fiscal  year  of  the  Company  exceeds  the  amount
ultimately  determined to be payable in respect of that Principal under the Plan
for such year,  the excess shall be refunded by the Principal (or his successor,
executor or  administrator,  as the case may be) to the  Company  within 10 days
after the Committee informs the Principal of such determination.

        e.      In  determining  the amounts to be advanced to each Principal on
an estimated  basis during a fiscal year,  the  Committee is authorized to cause
estimated  payments  to be made  from time to time  under the Plan  equal in the
aggregate to 90% of the payments  under the Plan for the preceding  fiscal year,
as and when made to the Participants in such preceding fiscal year. If, however,
a determination is made by the Committee,  in consultation  with the Principals,
that the maximum amount payable under this Plan for a fiscal year is anticipated
to be less than 90% of the amounts paid under the Plan for the preceding  fiscal
year,  the  amounts


                                       3
<PAGE>


authorized to be advanced under this  paragraph and the preceding  paragraph (d)
shall be limited to 90% of the projected payments under the Plan for the current
fiscal year.

        f.      It is anticipated that, following the occurrence of any "Trigger
Event" described in Section 1.6(b)(ii) or Section  1.6(b)(iii) of the Debentures
Agreement,  the  Principals and the Board of Holding will endeavor in good faith
to agree upon an  amendment  to the Plan that,  taking into account the evolving
circumstances  of the Company at the time of the Trigger  Event,  is expected to
provide the Principals with the opportunity to receive  incentive  compensation,
for fiscal years or portions  thereof  following the Trigger  Event,  that is no
less favorable to the Principals  than that which was provided to them under the
provisions of the Plan, as summarized in paragraphs  (a) through (e) above,  for
prior  periods.  The  provisions  of the  Plan  as set  forth  in the  preceding
paragraphs shall continue to apply until such an amendment is agreed upon by the
parties and adopted by the Company.

                                       4