Exhibit 10.7

                              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 Edward Rubin,  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
President 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:

                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,
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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 New York
City, 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 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)

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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  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


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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.      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

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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, 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

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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  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

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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.

                        (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.

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<PAGE>


                        (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 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

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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  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

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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  ("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

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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 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

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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
$2,489,091.00).

                        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 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


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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 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

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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.

                        (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

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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  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-

                                       15
<PAGE>


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,  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

                                       16
<PAGE>


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 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,

                                       17
<PAGE>


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 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

                                       18
<PAGE>


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  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.

                                       19
<PAGE>


                        (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.

                        (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

                                       20
<PAGE>


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  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.

                                       21
<PAGE>


                        (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.

                        (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

                                       22
<PAGE>


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 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.

                                       23
<PAGE>


                        (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/ Edward Rubin
                                       -----------------------------------------
                                       EDWARD RUBIN


                                       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