Exhibit 10.5A

                        AMENDMENT TO EMPLOYMENT AGREEMENT

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

                              W I T N E S S E T H :
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        WHEREAS,  the  parties  hereto are  parties to that  certain  Employment
Agreement dated as of March 1, 2007 between the Executive, Holding and R&R; and

        WHEREAS,  the  parties  desire  to amend  and  restate  Exhibit A to the
Agreement to modify the bonus plan applicable to the Executive.

        NOW  THEREFORE,  in  consideration  of the agreements of the parties set
forth  herein and other good and  valuable  consideration,  the  parties  hereto
hereby agree as follows:

        1.      Exhibit A - SUMMARY  OF BONUS  PLAN to the  Agreement  is hereby
deleted in its entirety and replaced with a new Exhibit A - AMENDED AND RESTATED
SUMMARY OF BONUS PLAN in the form annexed hereto as Schedule 1.

        2       All other terms and conditions  contained in the Agreement shall
remain in full force and effect and shall not be affected by this Amendment.

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

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


                                       RODMAN & RENSHAW HOLDING, LLC

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

                                       RODMAN & RENSHAW, LLC

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


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                                   SCHEDULE 1
                                   ----------

                              SUMMARY OF BONUS PLAN

                                    EXHIBIT A

               The Executive  shall  participate  in the Bonus Plan (the "Plan")
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.

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                c.      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 any equity
based compensation granted prior to July 10, 2007), and associated payroll taxes
imposed on the  Company,  with  respect to all  employees of the Company and its
subsidiaries,  exceed  55%  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.

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                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

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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  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.      The parties  acknowledge that the Committee may endeavor
in good faith, in consultation  with  compensation  consultants  retained by the
Committee, to amend the Plan for post-2007 fiscal period taking into account the
evolving circumstances of the Company.  Notwithstanding the foregoing,  any such
amendment  to the Plan will  provide  the  Principals  with the  opportunity  to
receive incentive  compensation,  for fiscal years or portions thereof following
2007,  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.

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