Exhibit 4.4

                               OPTION CERTIFICATE

                                       OF

                          RODMAN & RENSHAW HOLDING, LLC

Option to Purchase                                          Date: ________, 200_
up to _______ Shares


        THIS OPTION AND ANY  SECURITIES  ACQUIRED UPON THE EXERCISE  HEREOF HAVE
NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS OPTION
AND THE SHARES  UNDERLYING  THIS  OPTION MAY NOT BE SOLD OR  TRANSFERRED  IN THE
ABSENCE OF SUCH  REGISTRATION  OR AN EXEMPTION  THEREFROM  UNDER SUCH ACT.  THIS
OPTION  AND SUCH  SHARES  MAY NOT BE  TRANSFERRED  EXCEPT  UPON  THE  CONDITIONS
SPECIFIED  IN THIS  OPTION  CERTIFICATE,  AND NO TRANSFER OF THIS OPTION OR SUCH
SHARES SHALL BE VALID OR EFFECTIVE  UNLESS AND UNTIL SUCH CONDITIONS  SHALL HAVE
BEEN COMPLIED WITH.

        All capitalized  terms not otherwise  defined herein shall have the same
meaning as defined in the Rodman & Renshaw  Holding,  LLC Amended  and  Restated
Limited  Liability  Company  Agreement  dated March 1, 2007 as it may be amended
from time to time (the "LLC Agreement").

THIS CERTIFICATE  CERTIFIES THAT, (a) for good and valuable  consideration,  the
receipt  and  sufficiency  of  which is  hereby  acknowledged,  the  undersigned
"Purchaser" or permitted assigns (the "Holder"),  is the registered owner of the
option specified above (the "Option"),  which entitles the Holder to purchase up
to   ________________________________________________   (_______)   shares  (the
"Option  Shares") of the  membership  interest  ("Shares"),  of Rodman & Renshaw
Holding,  LLC, a Delaware limited  liability  company (the  "Company"),  for the
exercise price (the  "Exercise  Price") set forth in Section 4 hereof and (b) as
of the date  hereof  (i) the total  number of Shares  outstanding  plus (ii) the
total  number of Shares  issuable to the holders of options to purchase  Shares,
including  the  Holder,  plus (iii) the total  number of Shares  issuable to the
holders of debentures  upon  conversion in accordance with the terms thereof (at
their current conversion price) plus (iv) the total number of Shares issuable to
the holders of warrants upon  exercise in accordance  with the terms thereof (at
their current exercise price), equals __________________________________________
_________________________ (__________) Shares.

        This Option shall be void and all rights  represented hereby shall cease
on the "Expiration Date" (as defined in Section 1(a) herein).

        Certain terms used in this Option  Certificate  are defined in Section 4
hereof.

        The Option is subject to the following provisions, terms and conditions:

        1.      EXERCISE; PAYMENT FOR SHARES; REDEMPTION; ISSUE OF CERTIFICATES.

                (a)     The rights represented by this Option Certificate may be
exercised by the Holder hereof in whole or in part,  subject to Subsection  1(c)
and to the  provisions  of that certain  Subscription  Agreement  dated the date
hereof  by  and  between  the  Holder  and  the   Company   (collectively,   the
"Restrictions").  The  rights  represented  by this  Option  Certificate  may be
exercised by the Holder hereof at any time (subject to the Restrictions)  during
the five (5) year period  commencing the date hereof and

<PAGE>


concluding on the fifth anniversary of the date hereof (the "Expiration  Date").
This Option entitles the Holder hereof to purchase up to _______________________
______________________ (_______) Shares (subject to the adjustments described in
Section  3  hereof),  by the  surrender  of this  Option  Certificate  (with the
Exercise Form annexed  hereto as Schedule 1 properly  completed and executed) to
the  Company  at its  principal  office and upon  payment to the  Company of the
Exercise  Price for the  Option  Shares  being  purchased  by bank check or wire
transfer in immediately available funds.

                (b)     The Shares so purchased shall be, and shall be deemed to
be,  issued to the Holder as the record  owner of such Shares as of the close of
business  on  the  date  on  which  this  Option  Certificate  shall  have  been
surrendered and payment made for such Shares as aforesaid.

                (c)     In the  event  the  Holder  shall  exercise  the  rights
hereunder  to  purchase  a number of Shares  less than the  aggregate  number of
shares  subject to the terms of this  Option,  in addition to taking all actions
required by Section 1(b) hereof, the Company shall, at its expense, upon payment
of the Exercise  Price and  surrender of this Option  Certificate,  issue to the
Holder a new Option Certificate,  in form and substance identical to this Option
Certificate,  except that the Aggregate  Number (as  hereinafter  defined) shall
reflect  only such  Option  Shares  as  remain  unexercised  under  this  Option
Certificate.  Notwithstanding  anything to the contrary  contained herein, in no
event may the Holder exercise his, her or its rights  hereunder to purchase less
than the lesser of (i) ten thousand (10,000) Shares,  subject to the adjustments
described  in  Section 3 hereof  and (ii) the total  number of Shares  remaining
subject to exercise under this Option Certificate.

        2.      SHARES TO BE FULLY PAID;  RESERVATION  OF SHARES;  LISTING.  The
Company  covenants  and agrees that:  (a) all Shares  will,  upon  issuance,  be
original-issue  shares,  fully paid, validly issued and  nonassessable;  and (b)
during the period within which the rights represented by this Option Certificate
may be exercised, the Company will at all times have authorized and reserved for
the purpose of issue or transfer  upon  exercise  of the  Option,  a  sufficient
number of original-issue Shares to provide for the exercise of the Option.

        3.      ADJUSTMENTS  TO  AGGREGATE  NUMBER.  For purposes of this Option
Certificate,    the   term    "Aggregate    Number"    shall   be   defined   as
____________________________________________  (_______) Shares, as adjusted from
time to time as follows:

                (a)     In case the Company  shall,  with respect to its Shares,
(i) pay a dividend or make a distribution on its Shares which is paid or made in
Shares or in  securities  convertible  into or  exchangeable  for its Shares (in
which latter event the number of Shares  initially  issuable upon the conversion
or exchange of such securities shall be deemed to have been  distributed),  (ii)
subdivide its outstanding  Shares,  (iii) combine its outstanding  Shares into a
smaller number of Shares,  or (iv) issue by  reclassification  of its Shares any
Shares,  the  Aggregate  Number in effect  immediately  prior  thereto  shall be
adjusted  so that the Holder  shall be  entitled to receive  upon  exercise  the
number and kind of Shares which such Holder would have owned or been entitled to
receive in respect of this Option  immediately after the happening of any of the
events described above had this Option been fully exercised immediately prior to
the happening of such event. An adjustment made pursuant to this Subsection 3(a)
shall  become  effective  immediately  after the record  date,  in the case of a
dividend,  and shall become effective  immediately  after the effective date, in
the case of subdivision, combination or reclassification.  If, as a result of an
adjustment  made  pursuant to this  Subsection  3(a),  the Holder  shall  become
entitled to receive upon  exercise of this Option  shares of two or more classes
of Shares,  the Board of Directors of the Company shall  determine in good faith
the allocation of the adjusted  Aggregate Number between or among shares of such
classes.  In the  event  that at any  time as a  result  of an  adjustment  made
pursuant to this  Subsection  3(a), the Holder shall become  entitled to receive
upon  exercise of this Option any  interest  in the Company  other than  Shares,
thereafter the Aggregate Number with respect to such interest so

                                       2
<PAGE>


receivable upon exercise of this Option shall be subject to adjustment from time
to time in a manner  and on terms as nearly  equivalent  as  practicable  to the
provisions with respect to Shares contained in this Section 3.

                (b)     On  the  termination  of any  rights  of  conversion  or
exchange referred to in Subsection 3(a)(i),  the Aggregate Number then in effect
shall  forthwith  be  readjusted  to such  Aggregate  Number as would  have been
obtained  had the  adjustment  made upon the  issuance  of such  convertible  or
exchangeable  securities  been made upon the basis of the  delivery  of only the
number of shares  actually  delivered  upon the  conversion  or exchange of such
securities.

                (c)     Except as provided in  Subsections  3(a) and 3(b) above,
no other event shall effect a change in the Aggregate Number.

                (d)     In the event of any consolidation or merger to which the
Company is a party other than a consolidation  or merger in which the Company is
the surviving  company,  or an  acquisition of all or  substantially  all of the
outstanding Shares of the Company,  directly or indirectly,  by another company,
or the sale or conveyance  to another  company of the property of the Company as
an  entirety  or  substantially  as an  entirety  or any  statutory  exchange of
securities with another company  (including any exchange  effected in connection
with a merger of a third company into the Company) (each such transaction  being
referred to herein as a  "Reorganization"),  no adjustment of exercise rights or
the  Aggregate  Number  shall be  made;  provided,  however,  the  Holder  shall
thereupon be entitled to receive upon  exercise of this Option or upon  exercise
of a substituted  option,  and provision  shall be made therefor  (including the
provision  of an  option  in  substitution  for this  Option)  in any  agreement
relating  to a  Reorganization,  the kind and number of  securities  or property
(including  cash) of the  company  ("Successor  Company")  resulting  from  such
consolidation  or surviving  such merger or to which such  properties and assets
shall have been sold or otherwise  transferred or with whom securities have been
exchanged,  which the Holder  would have owned or been  entitled to receive as a
result of such Reorganization if the Option had been exercised immediately prior
to such Reorganization (and assuming such holder failed to make an election,  if
any was  available,  as to the kind or amount of  securities,  property  or cash
receivable by reason of such Reorganization);  provided that the receipt of such
securities or property of the Successor  Company upon exercise of this Option or
any  substituted  option  shall be subject to any  restrictions,  conditions  or
agreements to which the holders of the  outstanding  securities of the Successor
Company are subject with respect to their securities;  and provided also that if
the  kind or  amount  of  securities,  property  or cash  receivable  upon  such
Reorganization is not the same for each Share in respect of which such rights of
election  shall  not have been  exercised  ("non-electing  share")  then for the
purpose of this Subsection  3(d) the kind and amount of securities,  property or
cash receivable upon such  Reorganization  for each non-electing  share shall be
deemed to be the kind and amount so  receivable  per share by a plurality of the
non-electing  shares. In any case,  appropriate  adjustment shall be made in the
application  of the  provisions  herein set forth with respect to the rights and
interests  thereafter of the Holder,  to the end that the  provisions  set forth
herein  (including the specified  changes and other adjustments to the Aggregate
Number)  shall  thereafter  be  applicable,  as  nearly  as  reasonably  may  be
practicable,  in relation to any shares, other securities or property thereafter
receivable  upon  exercise  of  this  Option  or  any  substituted  option.  The
provisions  of  this   Subsection  3(d)  shall  similarly  apply  to  successive
Reorganizations.

                (e)     The  Company   shall  at  all  times  reserve  and  keep
available out of its authorized but unissued  Shares,  solely for the purpose of
effecting the exercise of this Option,  such number of Shares as shall from time
to time be sufficient to effect the full exercise of this Option,  and if at any
time the number of  authorized  but unissued  Shares shall not be  sufficient to
effect the full exercise of this OPTION,  the Company  shall  promptly take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its  authorized  but  unissued  shares  to such  number  of  Shares  as shall be
sufficient  for  such  purpose.  In  the  event  of a  Reorganization  to  which
Subsection  3(d)  above  applies,  effective  provision

                                       3
<PAGE>


shall  be made in the  certificate  or  articles  of  incorporation,  merger  or
consolidation  or  otherwise  of the  Successor  Company so that such  Successor
Company  will at all times  reserve and keep  available a  sufficient  number of
Shares or other  securities or property to provide for the full exercise of this
Option in accordance with the provisions of this Section 3.

                (f)     The  following  provisions  shall be  applicable  to the
making of adjustments of the Aggregate Number provided for in this Section 3:

                        (i)     The  sale or  other  disposition  of any  issued
Shares  owned or held by or for the  account of the  Company  shall be deemed an
issuance thereof for the purposes of this Section 3.

                        (ii)    The   adjustments   required  by  the  preceding
paragraphs  of  this  Section  3 shall  be made  whenever  and as  often  as any
specified  event  requiring  an  adjustment  shall  occur,  except as  expressly
provided herein. For the purpose of any adjustment, any specified event shall be
deemed to have occurred at the close of business on the date of its occurrence.

                        (iii)   In  computing  adjustments  under this Section 3
fractional interests shall be taken into account to the nearest whole Share.

                        (iv)    The   adjustments   required  by  the  preceding
paragraphs of this Section 3 shall not alter the aggregate  dollar amount of the
Exercise Price, and the Exercise Price per Share shall be adjusted accordingly.

        4.      DEFINITIONS.  As used in this  Option  Certificate,  unless  the
context otherwise  requires,  the following terms have the following  respective
meanings:

        AGGREGATE  NUMBER:  as set forth in the first  paragraph of Section 3 of
this Option Certificate.

        COMPANY: as set forth in the third paragraph of this Option Certificate.

        CONVERTIBLE SECURITIES:  securities convertible into or exchangeable for
Shares.

        EXERCISE PRICE: _____ Dollars and ____________ Cents ($____) per Share.

        EXPIRATION DATE: as defined in Section 1(a) hereof.

        HOLDER: as set forth in the third paragraph of this Option Certificate.

        PERSON:  an  individual,   corporation,   limited   liability   company,
partnership, trust or unincorporated organization, or a government or any agency
or political subdivision thereof.

        SHARES: as set forth in the third paragraph of this Option Certificate.

        OPTION:   the  option  to  purchase  Shares  evidenced  by  this  Option
Certificate.

        OPTION  SHARES:  as set  forth in the  third  paragraph  of this  Option
Certificate.

        5.      NON-TRANSFERABILITY OF OPTIONS. This Option may not be (a) sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of  descent  or  distribution  and may be  exercised
during the lifetime of the Holder only by the Holder,  or (b) disposed of

                                       4
<PAGE>


in any  manner  other  than in  accordance  with  applicable  federal  and state
securities  laws.  Options shall not be subject to execution,  attachment or any
similar process.

        6.      NOTICES.  All notices  hereunder  will be in writing and sent by
certified mail,  hand delivery,  overnight  delivery or telefax,  if sent to the
Company,  to Rodman & Renshaw  Holding,  LLC, 1270 Avenue of the Americas,  16th
Floor, New York, NY 10020, Telefax number (212) 356-0536, with a copy to Black &
Associates,  350 Fifth Avenue, Suite 6710, New York, NY 10118, Attention:  Louis
E. Black, Esq., Telefax number (866) 659-2945, and if sent to the Holder will be
mailed,  delivered or telefaxed  and  confirmed to the Holder at the address for
such Holder shown on the Company's books and records.  Notices sent by certified
mail  shall be  deemed  received  five  days  thereafter,  notices  sent by hand
delivery  or  overnight  delivery  shall be deemed  received  on the date of the
relevant  written record of receipt,  and notices  delivered by telefax shall be
deemed received as of the date and time printed thereon by the telefax  machine.
Either  party  hereto may change his,  her or its address for notices by written
notice to the other party in accordance with this Section 6.

        7.      AMENDMENTS.  Neither  this  Option  Certificate  nor any term or
provision hereof may be changed,  waived,  discharged or terminated  orally, but
only by an instrument in writing  signed by the party against which  enforcement
is sought.

        8.      GOVERNING  LAW.  THIS OPTION  CERTIFICATE  HAS BEEN EXECUTED AND
DELIVERED  AT AND  SHALL BE  DEEMED  TO HAVE BEEN MADE IN THE STATE OF NEW YORK.
THIS OPTION  CERTIFICATE  AND THE RIGHTS GRANTED HEREIN SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED  UNDER THE LAWS OF THE STATE OF NEW YORK (WITHOUT  GIVING
EFFECT TO ANY  CONFLICTS OF LAW RULES OR  PRINCIPLES).  ANY JUDICIAL  PROCEEDING
BROUGHT BY OR AGAINST THE COMPANY WITH RESPECT TO THIS OPTION CERTIFICATE OR ANY
RELATED  AGREEMENT  SHALL BE BROUGHT IN THE  UNITED  STATES OF AMERICA  DISTRICT
COURT FOR THE  SOUTHERN  DISTRICT  OF NEW  YORK,  OR IN A NEW YORK  STATE  COURT
LOCATED IN NEW YORK COUNTY,  NEW YORK,  AND, BY EXECUTION AND ACCEPTANCE OF THIS
OPTION  CERTIFICATE,  THE  HOLDER  ACCEPTS  THE  EXCLUSIVE  JURISDICTION  OF THE
AFORESAID  COURTS AND  IRREVOCABLY  AGREES TO BE BOUND BY ANY JUDGMENT  RENDERED
THEREBY IN CONNECTION WITH THIS OPTION.  IF ANY ACTION IS COMMENCED IN ANY OTHER
JURISDICTION  THE PARTIES HERETO HEREBY CONSENT TO THE REMOVAL OF SUCH ACTION TO
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK OR A NEW
YORK  STATE  COURT  LOCATED IN NEW YORK  COUNTY,  NEW YORK.  THE HOLDER  FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF THE AFOREMENTIONED  COURTS
IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES  THEREOF BY REGISTERED
OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE HOLDER AT THE HOLDER'S ADDRESS,  SUCH
SERVICE TO BECOME  EFFECTIVE  TEN (10) DAYS AFTER SUCH MAILING.  NOTHING  HEREIN
SHALL AFFECT THE RIGHT OF COMPANY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW.





                    * THE NEXT PAGE IS THE SIGNATURE PAGE. *


                                       5
<PAGE>


        IN WITNESS WHEREOF, the Company has caused this Option Certificate to be
executed by its duly authorized  officer on the date set forth below,  effective
as of the date set forth on the face hereof.


                                        RODMAN & RENSHAW HOLDING, LLC


                                        By:  ___________________________________
                                                     John J. Borer III,
                                                          President



                                        Date Signed: ______________, 2007

Accepted and Agreed:

PURCHASER:

___________________________________
Alger Boyer


Address: __________________________

         __________________________

__________________________
Fax


                                       6
<PAGE>


                                                                      Schedule 1

                                  EXERCISE FORM



[To be executed only upon exercise of Option]


To: Rodman & Renshaw Holding, LLC

                          Notice of Exercise of Option
                          ----------------------------

        The  undersigned  irrevocably  exercises  the Option for the purchase of
____________  Shares  of Rodman &  Renshaw  Holding,  LLC,  a  Delaware  limited
liability company (the "Company")  represented by the within Option  Certificate
and herewith makes payment of $_________  (such payment being by bank check,  by
wire in  immediately  available  funds  payable to the order of Rodman & Renshaw
Holding,  LLC),  all at the  exercise  price  and on the  terms  and  conditions
specified in the Option  Certificate.  The  undersigned  hereby  surrenders  the
within  Option  Certificate  and all right,  title and  interest  therein to the
Company and directs that the Shares deliverable upon the exercise of this Option
be registered or placed in the name and at the address specified on the attached
instruction  letter and  delivered  thereto.  If the number of Option  Shares to
which this  Exercise  Form  pertains is less than all of the number of shares to
which the Option surrendered  hereby pertains,  the Company shall promptly issue
to the Holder a new Option  Certificate,  in form and substance identical to the
Option  Certificate  hereby  surrendered,  except that the Aggregate  Number (as
defined  in the  Option)  shall  reflect  only  such  Option  Shares  as  remain
unexercised under the Option  Certificate  hereby  surrendered.  The undersigned
hereby represents and warrants that the undersigned is acquiring such Shares for
his, her or its own account for investment  purposes only, and not for resale or
with a view to distribution of such Shares or any part thereof.  By execution of
this  Exercise  Form,  the  undersigned  hereby  agrees that the Shares shall be
governed  in all  respects  by the Rodman & Renshaw  Holding,  LLC  Amended  and
Restated Limited  Liability  Company  Agreement dated March 1, 2007 as it may be
amended  from time to time (the "LLC  Agreement")  to the same  extent as if the
undersigned executed an original copy of the LLC Agreement.


Date: ____________________

                                               _______________________
                                               Name

                                               _______________________
                                               Address

                                               _______________________


                                               _______________________
                                               Fax


<PAGE>


                          RODMAN & RENSHAW HOLDING, LLC
                          OPTION SUBSCRIPTION AGREEMENT

Rodman & Renshaw Holding, LLC
1270 Avenue of the Americas, 16th Floor
New York, NY 10020

Gentlemen:

        1.      SUBSCRIPTION.  The undersigned  ("Holder")  hereby subscribes to
and  accepts an Option  (the  "Option")  to  purchase  such number of Shares (as
defined in that certain Amended and Restated Limited Liability Company Agreement
of Rodman & Renshaw Holding, LLC (the "Company") dated as of March 1, 2007 as it
may be amended from time to time (the "LLC  Agreement")),  and at such  exercise
price,  as is set forth on the  signature  page  hereto,  in exchange  for those
services  that will be rendered to the Company as described  herein.  The Shares
which  may be  purchased  upon  exercise  of the  Option  shall be  referred  to
hereafter as the "Option  Shares." All capitalized  terms not otherwise  defined
herein shall have the meanings  ascribed to them in the LLC  Agreement or in the
Option Certificate evidencing the Option.

HOLDER  UNDERSTANDS  THAT  INVESTMENT IN THE OPTION AND IN SHARES OF THE COMPANY
INVOLVES  A HIGH  DEGREE OF RISK,  AND THAT BOTH THE  OPTION  AND THE SHARES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THERE CAN BE NO ASSURANCE
THAT HOLDER WILL  RECOVER HIS,  HER OR ITS  INVESTMENT  OR RECEIVE ANY RETURN ON
HIS, HER OR ITS INVESTMENT AT ANY TIME.

        2.      SERVICES; VESTING; TAXES.

                a.      SERVICES.  Holder has entered into a letter agreement to
provide certain services (the  "Services") to Rodman & Renshaw,  LLC, a Delaware
limited liability company ("Rodman").

                b.      VESTING.   The   Option   shall   initially   be  wholly
non-exercisable and shall become exercisable with respect to twelve and one half
percent  (12.5%)  of the  Option  Shares on the date upon  which the  Holder has
completed  fifteen (15) months of Continuous  Service after ________,  200_, and
shall  become  exercisable  with  respect to an  additional  twelve and one half
percent (12.5%) of the Option Shares upon the completion of each three months of
Continuous  Service  thereafter,  so that the Option  becomes  exercisable  with
respect  to all of the  Option  Shares on the date upon  which  the  Holder  has
completed  three (3) years of Continuous  Service after April 30, 2007. For this
purpose,   "Continuous  Service"  means  the  absence  of  any  interruption  or
termination of Service.  Continuous Service shall not be considered  interrupted
in the case of: (i) sick leave; (ii) military leave; or (iii) any other leave of
absence  approved by the Board of Directors of the Company,  provided  that such
leave is for a period of not more than  ninety  (90) days,  unless  reemployment
upon the  expiration  of such leave is  guaranteed  by contract  or statute,  or
unless  provided  otherwise  pursuant to Company  policy adopted in writing from
time to time.

                c.      TERMINATION OF RELATIONSHIP. In the event of termination
of the  Holder's  Continuous  Service for  reasons  other than  termination  for
"cause",  by the  Company,  such  Holder,  or,  in the event of the death of the
Holder,  the  Holder's  estate or person who  acquired the right to exercise the
Option by bequest or inheritance, may, at any time prior to the thirtieth (30th)
day after the date of such termination (the "Termination Date") (but in no event
later than the  Expiration  Date),  exercise  the Option to the extent  that the
Holder was entitled to exercise it on the  Termination  Date. To the extent that
Holder was not entitled to exercise the Option on the  Termination  Date,  or if
such Option is not exercised to the

<PAGE>


extent so entitled within the time specified herein, the Option shall terminate.
Termination  for "cause" means a  termination  of the Holder's  employment  with
Rodman due to the Holder's willful  misconduct in the performance of his, her or
its  services  to Rodman or the breach of his,  her or its  fiduciary  duties to
Rodman, the Company or any affiliates thereof.  If a Holder's  relationship with
Rodman is so  terminated  for "cause",  such  Holder's  Option  shall  terminate
immediately upon the Termination Date.

                d.      DEATH  OF  HOLDER.  In the  event  of the  death  of the
Holder,  the Option may be exercised at any time within one year  following  the
date of death (but in no event later then the Expiration  Date), by the Holder's
estate or by a person who  acquired  the right to exercise the Option by bequest
or  inheritance,  but only to the extent the Holder was entitled to exercise the
Option at the date of death.  To the  extent  that  Holder was not  entitled  to
exercise the Option at the date of death, or if such Option is not exercised, to
the  extent so  entitled  within the time  specified  herein,  the Option  shall
terminate.  Within  sixty  (60) days  after the  exercise  of the Option by such
estate or  beneficiary,  the Company shall have the right to purchase the Shares
acquired  pursuant to such  exercise by notifying the then holder of such Shares
in writing of its  intention to purchase the Shares and  tendering  the Purchase
Price.  The "Purchase  Price" for this purpose shall be the fair market value of
the Shares as determined by the Board of Directors of the Company in good faith.
Such  determination  of fair market  value shall be  conclusive.  The  foregoing
purchase right shall be in addition to and not in place of, all other rights set
forth in the LLC Agreement.

                e.      WITHHOLDING TO SATISFY TAX OBLIGATIONS. The Company may,
in its sole discretion,  require,  as a condition of any exercise of the Option,
that the Holder pay to the Company, in cash, any federal,  state, or local taxes
of any kind  required by law to be withheld  with respect to any such  exercise.
The Company, in its sole discretion, may permit Holder to pay such taxes through
the  withholding  of amounts  otherwise  payable by the Company to the Holder or
withholding of Shares  otherwise  deliverable to such Holder in connection  with
such Option.

        3.      EXECUTION AND  ACCEPTANCE OF  SUBSCRIPTION  AGREEMENT.  Promptly
after the execution hereof by Holder,  subject to the acceptance by the Company,
the Company will issue to Holder the Option as part of the consideration for the
Services.  The Company has the  absolute  right to either  accept or reject this
subscription, in whole or in part. Holder understands that the Company will rely
upon the truth and accuracy of the information,  representations  and warranties
furnished  herein by Holder in determining  whether to accept or reject Holder's
subscription.

        4.      ACCESS TO INFORMATION;  INDEPENDENT INVESTIGATION. Holder hereby
acknowledges that:

                a.      No  disclosure  document has been prepared in connection
with the grant of the Option.  Holder has been provided with, and has thoroughly
read, this Subscription Agreement, and the Option Certificate.

                b.      In making the decision to accept the Option,  Holder has
relied upon  independent  investigations  made by him, her or it and his, her or
its own legal and tax advisors,  and Holder and such advisors have, prior to any
issuance  to  Holder,  been  given  access and the  opportunity  to examine  all
material books and records of the Company,  all material contracts and documents
relating to the Company,  and an opportunity to ask questions of, and to receive
answers from, the Company and to obtain any additional  information necessary to
verify the accuracy of the information  provided to Holder.  Holder and Holder's
advisors  have been  furnished  with all  materials  relating  to the  business,
finances,  and operation of the Company and materials  relating to the offer and
sale of the Shares that have been requested.  Holder and Holder's  advisors have
received complete and satisfactory answers to any such inquiries.

                                       2
<PAGE>


                c.      No statements,  promises,  warranties or representations
have been made to Holder or his, her or its advisors  concerning  the Option and
the Option Shares, the Company, its business or prospects,  or other matters, by
the Company, the Company's officers or employees, or any other person or entity,
except as set forth herein.  Holder is not relying on any oral representation in
deciding to accept the Option.

        5.      INVESTMENT  REPRESENTATIONS.  Holder understands that the Option
and the Option  Shares  are being  offered  and sold in  reliance  upon  certain
exemptions from the securities  registration provisions of the Securities Act of
1933, as amended (the "Securities Act"), and non-public  offering  exemptions of
the  securities  acts of the states in which Shares may be offered or sold. As a
condition  to  purchasing  the Option  Shares and  becoming  an  investor in the
Company,  for the purposes (among others) of the above-mentioned  exemptions and
qualifications to the extent applicable,  and knowing that the Company will rely
upon the statements made herein for such exemptions and in determining  Holder's
suitability as an investor, Holder represents and warrants as follows:

                a.      ACCURACY OF INFORMATION.  Any information  regarding the
financial status and investment  sophistication of Holder which Holder has given
Company is true and complete and Holder  understands  that the Company will rely
on the accuracy and completeness of such  information in determining  whether to
accept this offer and in complying with its obligations  under  applicable state
and federal securities statutes and regulations.

                b.      SHARES NOT REGISTERED;  INDEFINITE  HOLDING.  Holder has
been advised that a Stockholder must be prepared to bear the economic risk of an
investment in the Company for an indefinite period because:

                        (1)     of the nature of  Company's  operations  and the
risks involved;

                        (2)     neither  the Option  nor the  Option  Shares are
registered under applicable securities statutes, and the Company does not intend
that they be registered; and

                        (3)     the  Option  shall  be  nontransferable  and the
Option  Shares will be subject to  substantial  restrictions  on transfer as set
forth in the LLC Agreement.

                c.      NO TRADING MARKET.  Holder understands that there is and
will be no market for the Option  Shares and no assurance  can be given that any
trading market will develop in the foreseeable future or if such market develops
that  Holder will be able to sell or transfer  the Option  Shares on  acceptable
terms.  The Company is not obligated to create or support a secondary  market in
its securities.

                d.      PURCHASE FOR OWN  ACCOUNT.  Holder  represents  that the
Option is being, and the Option Shares will be, acquired solely for Holder's own
account for investment  and not with a view toward,  or for resale in connection
with,  any  "distribution"  (as that term is used in the  Securities Act and the
Rules and Regulations thereunder) of all or any portion thereof.

                e.      FURTHER  REPRESENTATIONS.  Holder further represents and
warrants that:

                        (1)     Holder has full power to  execute,  deliver  and
perform this Subscription Agreement.

                                       3
<PAGE>


                        (2)     This   Subscription   Agreement  has  been  duly
executed and delivered by Holder and constitutes a valid and binding  obligation
of Holder, enforceable in accordance with its terms.

                        (3)     No consent,  approval,  order, or  authorization
of, or registration,  qualification,  designation,  declaration, or filing with,
any governmental  authority is required on the part of Holder in connection with
the execution and delivery of this  Subscription  Agreement,  or the offer,  and
delivery of the Option, as contemplated by this Subscription Agreement.

        6.      SECURITIES LAW MATTERS.

                a.      NO DISPOSITION WITHOUT SECURITIES LAW COMPLIANCE. Holder
agrees not to subdivide the Option Shares or to offer, sell, pledge, hypothecate
or otherwise  transfer or dispose of any of the Option  Shares in the absence of
an effective  registration  statement  under the  Securities  Act covering  such
disposition,  or an opinion of  counsel,  satisfactory  to the  Company  and its
counsel,  to the  effect  that  registration  under  the  Securities  Act is not
required in respect of such transfer or  disposition  (unless the Company waives
such requirement in writing).

                b.      STOP-TRANSFER   AND  LEGENDS  ON  CERTIFICATES.   Holder
further   understands  that  a  stop-transfer   order  will  be  placed  on  the
stock-transfer  books of the Company respecting the certificates  evidencing the
Option Shares,  if any, and such  certificates  may bear, until such time as the
Option Shares shall have been registered  under the Securities Act or shall have
been  transferred  in  accordance  with the  opinion  of  counsel  described  in
paragraph a. above, the following legends or ones substantially similar thereto:

        THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
        THE  SECURITIES  ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED,
        SOLD OR OTHERWISE  TRANSFERRED,  PLEDGED OR HYPOTHECATED  UNLESS
        AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL
        IN FORM  AND  SUBSTANCE  SATISFACTORY  TO THE  ISSUER  OF  THESE
        SECURITIES,   SUCH   OFFER,   SALE  OR   TRANSFER,   PLEDGE   OR
        HYPOTHECATION IS IN COMPLIANCE THEREWITH.

        THE  SECURITIES   REPRESENTED  HEREBY  ARE  SUBJECT  TO  CERTAIN
        RESTRICTIONS  ON  TRANSFER  AS SET  FORTH  IN  THE  SUBSCRIPTION
        AGREEMENT  EXECUTED  BY THE  ISSUER AND THE  ORIGINAL  HOLDER OF
        THESE  SECURITIES  AND THE  LIMITED  LIABILITY  AGREMENT  OF THE
        ISSUER OR SIMILAR ORGANIZATIONAL DOCUMENTS,  COPIES OF WHICH MAY
        BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER
        RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES.

        7.      EXPENSES. Holder and Company shall each bear his, her or its own
expenses  incurred in  connection  with the  negotiation  and  execution of this
Subscription Agreement and the transactions contemplated hereby.

        8.      INDEMNITY.  In  addition  to any  rights or  remedies  which the
Company  may  have  by  virtue  of a  breach  of  any  of  Holder's  warranties,
representations  or  other  provisions  of  this  Subscription  Agreement  to


                                       4
<PAGE>


be performed or observed by Holder, Holder shall defend,  indemnify and hold the
Company, its members, officers, directors and employees ("Indemnitees") harmless
from any and all loss, damage or expense,  including reasonable counsel fees and
disbursements,  incurred or  sustained by the  Indemnitees,  with respect to any
claim, action, suit, proceeding, investigation or other matter arising out of or
related to any set of facts which  contradict or, if true,  would be a breach of
any such warranty, representation or other provision hereof.

        9.      MISCELLANEOUS.

                a.      NOTICES.  When any  notice  is  required  or  authorized
hereunder, such notice shall be given in writing by recognized overnight express
service,  certified or registered mail,  return receipt  requested,  or personal
delivery addressed to the address of the party for which it is intended,  as set
forth on the signature page hereto;  and, in the case of notices to the Company,
with a copy to Black & Associates,  350 Fifth Avenue,  Suite 6710,  New York, NY
10118,  Attention:  Louis E. Black,  Esq. A notice  shall be deemed given on the
date of personal  delivery,  one  business  day after being  deposited  with the
overnight  express  service,  or five  (5) days  after  being  deposited  in the
certified or registered mail, return receipt requested.  Either party hereto may
change his, her or its address for notices by written  notice to the other party
in accordance with this section.

                b.      IRREVOCABILITY.  This Subscription  Agreement may not be
canceled, terminated or revoked, and this Subscription Agreement is coupled with
an interest  and shall  survive the death or  disability  of Holder and shall be
binding upon the heirs, executors, administrators,  successors, and assignees of
Holder.

                c.      CHOICE  OF LAW.  This  Subscription  Agreement  shall be
governed by, and construed in accordance with, the laws of the State of New York
with respect to contracts to be performed entirely within said State and, to the
extent it involves any United States statute, in accordance with the laws of the
United  States with respect to contracts  to be  performed  entirely  within the
United States.

                d.      CONSENT TO NEW YORK  JURISDICTION.  In any proceeding to
enforce a party's rights hereunder, the prevailing party shall be awarded all of
his, her or its costs and fees,  including  reasonable  attorneys' fees.  Holder
hereby  consents and submits to the  jurisdiction  of the United States District
Court for the Southern  District of New York and the Supreme  Court of the State
of New  York,  County  of New  York for the  purposes  of any  legal  proceeding
relating to this Subscription  Agreement and consents that service of all papers
in any proceeding  hereunder may be made by certified or registered  first class
mail, return receipt requested.

                e.      AMENDMENTS IN WRITING.  None of the terms and conditions
of this Subscription Agreement may be modified,  amended or terminated except in
a writing signed by the Holder and the Company.

                f.      SURVIVAL OF  REPRESENTATIONS.  Holder agrees that all of
the warranties,  representations acknowledgments,  confirmations,  covenants and
promises  made in this  Subscription  Agreement  shall survive its execution and
delivery.

                g.      CHANGES IN REPRESENTATIONS.  Holder agrees to notify the
Company  immediately  of  any  change  in  the  representations,  warranties  or
information  pertaining to Holder  contained herein or incorporated by reference
prior to acceptance.

                h.      INVALIDITY.  If  the  application  of any  provision  or
provisions  of  this   Subscription   Agreement  to  any  particular   facts  of
circumstances  shall be held to be  invalid  or  unenforceable  by any

                                       5
<PAGE>


court of competent  jurisdiction,  then: (i) the validity and  enforceability of
such  provision  or  provisions  as  applied  to any other  particular  facts or
circumstances  and  the  validity  of  other  provisions  of  this  Subscription
Agreement  shall not in any way be affected or impaired  thereby;  and (ii) such
provision or provisions  shall be reformed without further action by the parties
hereto and only to the extent  necessary to make such  provision  or  provisions
valid and enforceable when applied to such particular facts and circumstances.

                i.      HEADINGS.  The headings in this  Subscription  Agreement
are solely for the  convenience of reference and shall be given no effect in the
construction or interpretation hereof.

                j.      COUNTERPARTS.   This   Subscription   Agreement  may  be
executed in any number of counterparts each of which shall be deemed an original
and which, taken together, shall form one and the same agreement.  Execution and
delivery  of  this   Subscription   Agreement  may  be  evidenced  by  facsimile
transmission.

                k.      INTEGRATION.  This Subscription Agreement and the Option
Certificate  constitute the complete and exclusive agreement between the parties
with  regard to the  subject  matter  hereof  and  supersedes  any and all prior
discussions, negotiations and memoranda related hereto.




                    * THE NEXT PAGE IS THE SIGNATURE PAGE. *


                                       6
<PAGE>


                IN WITNESS  WHEREOF the parties  hereto have  executed,  or have
caused to be executed, this Agreement as of May 23, 2007.


Option to Purchase                      HOLDER:


------------------------------------    ----------------------------------------
Shares                                  [Name]

SEE OPTION CERTIFICATE                         Address of Holder:
------------------------------------
Exercise Price Per Share
                                        ----------------------------------------
  years
------------------------------------    ----------------------------------------
Term of Option

Services (as defined herein)            Ss#:
------------------------------------        ------------------------------------
Consideration Offered
                                        Fax:
                                            ------------------------------------


ACCEPTED AND AGREED:

RODMAN & RENSHAW HOLDING, LLC


By:
    --------------------------------
      John J. Borer III, President

Date Signed: ______________, 2007

Address: Rodman & Renshaw Holding, LLC
          1270 Avenue of the Americas, 16th Floor
          New York, NY 10020

Fax:      (212) 356-0536


                                       7