Exhibit 10.1

                          TAX INDEMNIFICATION AGREEMENT

        THIS TAX INDEMNIFICATION AGREEMENT (this "Agreement"),  dated as of July
    , 2007,  is entered into by and between ENTHRUST  FINANCIAL  SERVICES,  INC.
(the  "Company"),  and the individuals and entities listed on the signature page
hereof (collectively, the "Indemnitees").

        WHEREAS,  each of the  Indemnitees is currently or was formerly a member
of Rodman & Renshaw  Holding,  LLC ("Holding") or was a member or stockholder of
such member.

        NOW, THEREFORE, the parties agree as follows:

        1.      DEFINITIONS.

                (a)     "Covered  Period" means,  with respect to an Indemnitee,
any taxable year of the  Indemnitee for which,  as of the date hereof,  a taxing
authority  is not  precluded  by the  applicable  statute  of  limitations  from
assessing a liability for Tax with respect to a Holding Item.

                (b)     "Holding Item" means, with respect to an Indemnitee, any
item of income,  gain,  loss,  deduction,  credit or credit  recapture  directly
relating  to any  activity  of  Holding  or any  affiliate  and  required  to be
reflected  in a Return  filed by Holding or any  affiliate,  but only if (i) the
item is  required to be  reflected  in a U.S.  federal,  state or local or other
Return filed by such  Indemnitee  or (ii) such  Indemnitee is required to make a
Tax payment to any taxing authority in respect of such item.

                (c)     "Increased   Taxes"   means,   with   respect   to  each
Indemnitee,  an amount,  determined by the Company in its reasonable discretion,
equal to the excess of (i) the  excess of Taxes  payable  by the  Indemnitee  in
respect of Holding  Items for all Covered  Periods  over the Taxes in respect of
Holding  Items  shown as payable on Returns for all such  periods as  originally
filed (or as amended  prior to the date  hereof) over (ii) the amount of any Tax
benefits (including deductions, credits or refunds) estimated by the Company, in
its sole  discretion,  to be  available  to such  Indemnitee  in any period as a
result of the  increase  in Taxes  described  in clause (i) of this  definition;
provided, however, that, unless otherwise determined by the Company, in its sole
discretion,   any  adjustments  arising  from  (A)  an  Indemnitee's  individual
circumstances  and  (B)  correlative   adjustments  resulting  from  Returns  as
originally filed shall not be taken into account in determining Increased Taxes.

                (d)     "Return"  means any  report,  information  statement  or
return relating to, or required to be filed in connection with, any Tax.

                (e)     "Tax" means any tax, including any interest,  penalty or
addition to tax, imposed by any U.S. federal,  state, local or other government,
or any agency or political subdivision thereof.

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        2.      INDEMNITY OBLIGATION.

                (a)     The Company hereby agrees to indemnify  each  Indemnitee
against and to pay to, or on behalf of, each  Indemnitee an amount equal to such
Indemnitee's Increased Taxes.

                (b)     If the Company determines, in its sole discretion,  that
the initial determination of Increased Taxes was incorrect (whether by reason of
a subsequent examination by a taxing authority or otherwise),  the Company shall
make an  additional  payment to the  Indemnitee or the  Indemnitee  shall make a
payment  to the  Company  equal  to  the  difference  between  (i)  the  payment
previously  made pursuant to Section 2(a) hereof and (ii) the payment that would
have been made had such original  determination  been correct.  If more than one
payment is to be made pursuant to this Section 2(b),  the later  payments  shall
take into account the effect of any prior payments.

                (c)     Notwithstanding   anything  to  the  contrary  contained
herein,  the Company shall be permitted,  but not required,  to advance the full
amount of Taxes  immediately  payable by an Indemnitee in circumstances in which
the Increased Taxes are less than the initial Tax payment (E.G., because the Tax
payment  gives  rise to a tax  benefit  in the same or  subsequent  years).  The
Company shall be permitted,  if it so elects,  to charge interest on any advance
made pursuant to this Section 2(c) at the applicable  U.S.  federal rate for the
date such advance is made as described in Section  7872(f)(2)(B) of the Internal
Revenue Code.

        3.      PROCEDURAL MATTERS.

                (a)     The Company (or its  designee)  shall,  at the Company's
expense,   represent  Holding,   each  affiliate  and  each  Indemnitee  in  any
examination  of (or other  proceeding  relating  to)  Holding's  or  affiliate's
Returns  for  all  taxable  years  and,  in the  case of an  Indemnitee,  in any
examination of (or other proceeding  relating to) the  Indemnitee's  Returns for
any Covered Period to the extent the examination  relates to a Holding Item with
respect to which the Company is  required  to  indemnify  the  Indemnitee.  Each
Indemnitee shall, to the extent reasonably  requested,  promptly  cooperate with
the Company (or its designee) in such matters including,  without limitation, by
providing a duly executed Internal Revenue Service Form 2848 (or successor form)
or similar form applicable for state, local or other Tax purposes.

                (b)     To the extent permitted by law, the Company may make all
Tax  payments  required to be made  pursuant to this  Agreement  directly to the
relevant taxing  authority on behalf of the Indemnitee and shall promptly notify
the Indemnitee that such payments have been made. To the extent the Company does
not  elect to make such Tax  payments  directly  to the  taxing  authority,  the
Company shall either make any required  payments to the Indemnitee or deliver to
the Indemnitee a check made out in the amount of the required  payments  payable
to the applicable  taxing  authority,  in either case within thirty (30) days of
receiving notice that the Indemnitee has paid Increased Taxes.

                (c)     To the extent  permitted by law, each  Indemnitee  shall
direct the relevant  taxing  authority to pay any refund in respect of Taxes for
any Covered  Period  directly to the Company and these refunds shall be credited
against the  Indemnitee's  obligation  to make

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payments  to the  Company  under  Sections  2(b) and 3(e)  (or  returned  to the
Indemnitee  if the  Indemnitee  does not owe any  amounts to the  Company).  The
Indemnitee  shall notify the Company  within  thirty (30) days of the receipt by
such  Indemnitee  of a refund of Taxes in  respect of any  Holding  Item for any
Covered Period.

                (d)     An  Indemnitee  will  forfeit  any right to receive  any
payments under this  Agreement  (and promptly  refund to the Company any amounts
previously paid by the Company to, or on behalf of, such  Indemnitee  under this
Agreement)  if such  Indemnitee  (i) takes  any  action  independent  of the Tax
Matters Partner (as defined in Section  6231(a)(7) of the Internal Revenue Code)
of Holding or of the Company on any  examination or other  proceeding in respect
of Holding's Returns,  (ii) takes any position in any Return or other Tax filing
inconsistent  with the position taken by Holding or the Company,  (iii) fails to
cooperate  fully  with the  Company,  Holding  or the Tax  Matters  Partner,  in
pursuing any contest or other  proceeding in respect of Taxes or fails to permit
the Company or the Tax Matters Partner to file amended returns on behalf of such
Indemnitee, if so requested by the Company, (iv) fails to provide the Company or
its designee upon request with a duly  executed  Internal  Revenue  Service Form
2848 (or successor  form) or similar form  applicable for state,  local or other
Tax  purposes  or (v) fails to notify the  Company of the receipt of a refund of
Taxes as required by Section 3(c) hereof.

                (e)     Each  Indemnitee  agrees to  promptly  and  timely  file
Returns which are required to be filed by such  Indemnitee and which include any
Holding Item,  and to timely pay the Taxes shown as due on such Returns.  To the
extent  permitted  by law,  each  Indemnitee  agrees to report  any item on such
Returns,  and to take positions in any other Tax filings, in a manner consistent
with the positions taken by Holding, the Company or an affiliate.

        4.      DETERMINATIONS.   The  Company  shall  make  all  determinations
necessary  to  administer   this  Agreement   including,   without   limitation,
determinations of (i) eligibility for payment, (ii) the amount of any payment to
be made by the  Company  and  (iii) the  amount of any  refund to be paid to the
Company by an Indemnitee.  Any such  determinations by the Company shall, absent
manifest error, be final, binding and conclusive on the Indemnitee.

        5.      ARBITRATION.

                (a)     Without  diminishing the finality and conclusive  effect
of any  determination by the Company of any matter under this Agreement which is
provided  herein to be determined by the Company,  and subject to the provisions
of paragraphs (b) and (c) below,  any dispute,  controversy or claim arising out
of or  relating to or  concerning  the  provisions  of this  Agreement  shall be
finally  settled by arbitration in New York, New York before,  and in accordance
with the rules then obtaining of, the NASD or, if the NASD declines to arbitrate
the matter, the American Arbitration  Association (the "AAA") in accordance with
the commercial arbitration rules of the AAA.

                (b)     Notwithstanding  the  provisions of Section 5(a), and in
addition to its right to submit any dispute or controversy to  arbitration,  the
Company may bring an action or special proceeding in a state or federal court of
competent  jurisdiction  sitting  in the  City of New  York,  whether  or not an
arbitration  proceeding  has  theretofore  been  or is ever  initiated,  for the
purpose

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of temporarily,  preliminarily,  or permanently enforcing the provisions of this
Agreement,  or to enforce an  arbitration  award,  and, for the purposes of this
Section 5(b),  each  Indemnitee  (i) expressly  consents to the  application  of
Section 5(c) to any such action or  proceeding,  (ii) agrees that proof will not
be required that monetary damages for breach of the provisions of this Agreement
would be difficult to calculate and that remedies at law would be inadequate and
(iii)   irrevocably   appoints  the  General  Counsel  of  the  Company  as  the
Indemnitee's  agent for service of process in connection with any such action or
proceeding,  who shall  promptly  advise the  Indemnitee  of any such service of
process.

                (c)     (i)     THE    INDEMNITEE   AND   THE   COMPANY   HEREBY
IRREVOCABLY  SUBMIT TO THE EXCLUSIVE  JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION, OR PROCEEDING ARISING OUT
OF OR RELATING TO OR CONCERNING THIS AGREEMENT THAT IS NOT OTHERWISE  ARBITRATED
OR RESOLVED ACCORDING TO SECTION 5(a) HEREOF.  This includes any suit, action or
proceeding  to compel  arbitration  or to  enforce  an  arbitration  award.  The
Indemnitee and the Company acknowledge that the forum designated by this Section
5(c)  has a  reasonable  relation  to this  Agreement,  and to the  Indemnitee's
relationship to the Company. Notwithstanding the foregoing, nothing herein shall
preclude the Company from  bringing any action or  proceeding in any other court
for the purpose of enforcing the provisions of this Section 5.

                (ii)    The  agreement of the  Indemnitee  and the Company as to
forum is  independent  of the law that may be  applied  in the  action,  and the
Indemnitee  and the  Company  agree to such  forum  even if the  forum may under
applicable  law choose to apply  non-forum  law. The  Indemnitee and the Company
hereby waive,  to the fullest extent  permitted by applicable law, any objection
which the  Indemnitee  or the  Company  now or  hereafter  may have to  personal
jurisdiction  or to the laying of venue of any such suit,  action or  proceeding
brought in any court  referred to in Section  5(c)(i).  The  Indemnitee  and the
Company  undertake  not to commence any action  arising out of or relating to or
concerning  this  Agreement  in any forum other than a forum  described  in this
Section 5(c).  The  Indemnitee and the Company agree that, to the fullest extent
permitted by  applicable  law, a final and  non-appealable  judgment in any such
suit,  action,  or proceeding in any such court shall be conclusive  and binding
upon the Indemnitee and the Company.

        6.      NOTICES. Any notice under this Agreement shall be in writing and
shall be deemed to have been given upon the delivery or mailing thereof,  as the
case may be, if delivered  personally or sent by certified mail,  return receipt
requested, postage prepaid, to the following address:

Notice to the Company:

                        1270 Avenue of the Americas, 16th floor
                        New York, NY 10020
                        Attention: Edward Rubin, President

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Notice to an Indemnitee:

        At the last address appearing on the Company's business records.

        7.      INDEMNITEE  ADDRESSES.  Each Indemnitee hereby agrees to provide
prompt  notice to the  Company of any change in the address  and  telephone  and
telecopy numbers of such Indemnitee.

        8.      ENTIRE   AGREEMENT.   This   Agreement   represents  the  entire
understanding  between  the  Company  and each  Indemnitee  with  respect to the
subject matter hereof and supersedes  all prior  negotiations  among the parties
hereto with respect to such subject matter.

        9.      AMENDMENTS.   The  Company  will  be  permitted  to  amend  this
Agreement  in any  respect,  so long  as  such  amendment  does  not  materially
adversely  affect the amount which an Indemnitee is entitled to receive from the
Company pursuant to this Agreement.

        10.     MISCELLANEOUS.

                (a)     This  Agreement  shall  inure  solely to the benefit the
Company and its successors and assigns and the Indemnitees and their  respective
heirs,  executors,  administrators  and  successors,  and no other  person shall
acquire or have any right under or by virtue of this Agreement.

                (b)     THIS  AGREEMENT  WILL BE  GOVERNED BY AND  CONSTRUED  IN
ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF NEW  YORK,  WITHOUT  REGARD  TO THE
CONFLICTS OF LAWS  PROVISIONS  THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE
LAWS OF ANY OTHER JURISDICTION.

                (c)     If any provision of this Agreement is finally held to be
invalid,  illegal or unenforceable (whether in whole or in part), such provision
shall  be  deemed  modified  to the  extent,  but  only to the  extent,  of such
invalidity,  illegality or unenforceability  and the remaining  provisions shall
not be affected thereby.

        11.     EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts,  each of which shall be deemed an original, but all such
counterparts shall together constitute but one and the same instrument.



                             SIGNATURE PAGE FOLLOWS
                             ----------------------


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        IN WITNESS  WHEREOF,  the Company and each Indemnitee have executed this
Agreement as of the day and year first above written.

                                           ENTHRUST FINANCIAL SERVICES, INC.


                                           By:  ________________________________
                                                  Name:
                                                  Title:

                                           PAUL REVERE, LLC

                                           By:  ________________________________
                                                  Name:
                                                  Title:

PAUL REVERE, LLC MEMBERS:                       RRCG STOCKHOLDERS:
-------------------------                       ------------------


________________________________                ________________________________
Edward Rubin                                    John J. Borer III

ARF Trust, u/a/d July 15, 2002                  ________________________________
                                                Barry Bryant
By: _____________________________
     Steven A. Horowitz, Trustee                ________________________________
                                                John Gleason

                                                --------------------------------
                                                Arthur Herbert

                                                --------------------------------
                                                Lester Hochberg

                                                --------------------------------
                                                Stefanie Deoleo

                                                --------------------------------
                                                Katherine Hochberg

                                                --------------------------------
                                                George Kowski

                                                --------------------------------
                                                Timothy Papp

                                                --------------------------------
                                                Thomas Pinou


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