Exhibit 10.3


                             DISTRIBUTION AGREEMENT

        AGREEMENT made as of the __ day of July 2007 among Rodman & Renshaw
Holding, LLC, a Delaware limited liability company ("HOLDING"), Paul Revere,
LLC, a Delaware limited liability company ("PR"), R&R Capital Group, Inc.
("RRCG"), a Delaware corporation that has elected to be taxed under subchapter
"S" of the Internal Revenue Code of 1986, as amended (the "CODE") and the
persons listed on Schedule A hereto (the "STOCKHOLDERS"), who constitute all of
the present stockholders of RRCG.

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

        WHEREAS, PR and RRCG (each a "Member" and, collectively,  the "Members")
own all of the membership interests of Holding; and

        WHEREAS, pursuant to a Securities Purchase Agreement, dated as of March
1, 2007, Holding agreed not to make any cash distributions with respect to its
shares other than a Tax Payment Distribution as defined in the Amended and
Restated Limited Liability Operating Agreement of Holding (the "OPERATING
AGREEMENT"); and

        WHEREAS, pursuant to an Exchange Agreement, dated as of the date hereof
(the "EXCHANGE AGREEMENT"), PR has agreed to contribute its entire membership
interest in Holding to Enthrust Financial Services, Inc., a Delaware corporation
("ENTHRUST") in exchange for shares of Enthrust's common stock, par value $.001
per share (the "COMMON STOCK") and the Stockholders have agreed to contribute
their shares in RRCG to Enthrust in exchange for Common Stock (such transactions
being herein referred to as the "Exchange"); and

        WHEREAS, Holding intends to make a final Tax Payment Distribution to the
Members as set forth below; and

        WHEREAS, the parties hereto have agreed upon the following procedures
with respect to the final Tax Payment Distribution.

        NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

        1.      On or  before  the  date  hereof,  Holding  has  calculated,  in
conjunction with its tax advisors,  an estimate of Holding's  taxable income for
the period beginning on January 1, 2007 and ending on the projected closing date
(such  period being  herein  referred to as the "SHORT  PERIOD") of the Exchange
(such amount being herein  referred to as the  "ESTIMATED  SHORT PERIOD  TAXABLE
INCOME").

        2.      Immediately  prior to the consummation of the Exchange,  Holding
will  distribute  to PR and RRCG,  70% and 30%,  respectively,  an  amount  (the
"PRELIMINARY  FINAL  DISTRIBUTION")  not to  exceed  80% of the  product  of (a)
45.498% (which is the maximum combined  individual,  Federal, New York State and
New York City  income tax rate as  determined  by  Holding's  tax  advisor,  and
referred to herein as the  "APPLICABLE  TAX RATE") and (b) the  Estimated  Short
Period Taxable Income.

        3.      Following  the date on which the  Exchange is  consummated,  and
within the periods  required by  applicable  federal,  state and local tax laws,
Holding will prepare and file final tax returns  (federal,  state and local) for
the Short-Period (the "FINAL TAX RETURNS"), which shall
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set forth all of the items of income, gain, deduction, loss and credit making up
Holding's consolidated taxable income for the Short Period ("ACTUAL SHORT PERIOD
TAXABLE INCOME") and shall deliver Schedules K-1 to each of PR and RRCG as filed
with the Final Tax Returns.

        4.      Within  10 days  after the  filing  of the  Final  Tax  Returns,
Holding shall make a supplemental  payment to PR and the  Stockholders,  70% and
30%,  respectively,  in an amount equal to (a) the product of (i) the Applicable
Tax Rate and (ii) the Actual Short Period Income  ("ACTUAL  TAXES") less (b) the
Preliminary  Final  Distribution.  Any  amount  determined  to  be  due  to  the
Stockholders shall be paid to them in accordance with their respective interests
as set forth on Schedule A hereto.

        5.      In the event that the Preliminary Final Distribution exceeds the
Actual Taxes (the  "EXCESS  DISTRIBUTION"),  Holding  shall so notify PR and the
Stockholders  and,  within thirty (30) days of receipt of such notice,  PR shall
reimburse  Holding 70% of such Excess  Distribution and the  Stockholders  shall
reimburse  Holding 30% of such Excess  Distribution,  in  accordance  with their
respective interests as set forth on Schedule A hereto.

        6.      Miscellaneous

        (a)     All notices,  consents,  waivers and other  communications under
this  Agreement  must be in  writing  and will be deemed to have been duly given
when (a) delivered by hand (with written  confirmation of receipt),  (b) sent by
telecopier (with written  confirmation of receipt),  or (c) when received by the
addressee,  if  sent  by a  nationally  recognized  overnight  delivery  service
(receipt  requested),  in each case to the appropriate  addresses and telecopier
numbers set forth below (or to such other addresses and telecopier  numbers as a
party may designate by written notice to the other parties):

If to Holding:

                1270 Avenue of the Americas, 16th Floor
                New York, NY 10020
                Attention: Thomas Pinou, Chief Financial Officer
                Facsimile No.:  212-356-0532

If to PR:

                c/o Rodman & Renshaw, LLC
                1270 Avenue of the Americas, 16th Floor
                New York, NY 10020
                Attention: Mr. Edward Rubin
                Facsimile No.:  212-356-0537

If to any Stockholder to the
address set forth next to such Stockholder's
name on Schedule A

                                       2
<PAGE>


In each case, with a copy to:

                Morse Zelnick Rose & Lander, LLP
                405 Park Avenue, Suite 1401
                New York, New York 10022
                Attention:  Kenneth S. Rose, Esq.
                Facsimile No.:  212-838-9190

        (b)     Any dispute or controversy under this Agreement shall be settled
exclusively  by  arbitration  in the  City of New  York,  County  of New York in
accordance  with  the  rules of the  American  Arbitration  Association  then in
effect.  Judgment  may be entered on the  arbitration  award in any court having
jurisdiction.

        (c)     The parties agree (i) to furnish upon request to each other such
further  information,  (ii) to  execute  and  deliver  to each  other such other
documents,  and (iii) to do such other acts and  things,  all as any other party
may  reasonably  request  for the  purpose  of  carrying  out the intent of this
Agreement.

        (d)     This  Agreement  supersedes  all prior  agreements  between  the
parties  with  respect to its  subject  matter and  constitutes  a complete  and
exclusive  statement  of the terms of the  agreement  between the  parties  with
respect to its subject  matter.  This  Agreement may not be amended  except by a
written  agreement  executed by the party against whom the  enforcement  of such
amendment is sought.

        (e)     No party may  assign  any of its  rights  under  this  Agreement
without the prior consent of the other parties,  except that RRCG may assign any
of its rights to the  Stockholders.  Subject  to the  preceding  sentence,  this
Agreement  will  apply to, be  binding in all  respects  upon,  and inure to the
benefit of and be enforceable by the respective successors and permitted assigns
of the parties.  This Agreement and all of its provisions and conditions are for
the sole and  exclusive  benefit  of the  parties  to this  Agreement  and their
successors and assigns.

        (f)     If  any   provision  of  this   Agreement  is  held  invalid  or
unenforceable  by any court of competent  jurisdiction,  the other provisions of
this  Agreement  will remain in full force and  effect.  Any  provision  of this
Agreement  held invalid or  unenforceable  only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

        (g)     The  headings of Sections in this  Agreement  are  provided  for
convenience  only and will not affect its  construction or  interpretation.  All
references  to "Section" or  "Sections"  refer to the  corresponding  Section or
Sections of this  Agreement.  All words used in this Agreement will be construed
to be of such gender or number as the  circumstances  require.  Unless otherwise
expressly  provided,  the word "including" does not limit the preceding words or
terms.

        (h)     This  Agreement will be governed by the laws of the State of New
York without regard to conflicts of laws principles.

        (i)     This Agreement may be executed in one or more counterparts, each
of which  will be deemed to be an  original  copy of this  Agreement  and all of
which,  when  taken  together,  will be  deemed to  constitute  one and the same
agreement.

                                       3
<PAGE>


        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first set forth above.

                                                RODMAN & RENSHAW HOLDING, LLC

                                                By:
                                                   -----------------------------
                                                   Name:
                                                   Title:

                                                PAUL REVERE, LLC

                                                By:
                                                   -----------------------------
                                                   Name: Edward Rubin
                                                   Title: Authorized Member

                                                R&R Capital Group, Inc.

                                                By:
                                                   -----------------------------
                                                   John J. Borer, III.
                                                   Chief Executive Officer

                                                RRCG STOCKHOLDERS:

                                                --------------------------------
                                                John J. Borer III

                                                --------------------------------
                                                Barry Bryant

                                                --------------------------------
                                                John Gleason

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

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

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

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

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

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

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


                                       4
<PAGE>


                                   SCHEDULE A
                                   ----------

                                  STOCKHOLDERS
                                  ------------

       NAME                            ADDRESS                         INTEREST
       ----                            -------                         --------
                               377 Ravine Drive
John J. Borer, III             South Orange, NJ 07079                   40.690%

                               147 South Windsor Avenue
Barry Bryant                   Brightwaters, NY 11718                    4.994%

                               13717 Shoal Summit Drive
John Gleason                   San Diego, CA 92128                       9.090%

                               531 Garden Street, Apt. 1
Arthur Herbert                 Hoboken, NJ 07030                         2.962%

                               45 East 89th Street, Apt. 21F
Lester Hochberg                New York, NY 10128                       18.218%

                               45 East 89th Street, Apt. 21F
Stefanie Deoleo                New York, NY 10128                        1.493%

                               45 East 89th Street, Apt. 21F
Katherine Hochberg             New York, NY 10128                        1.493%

                               39 Woods Road
                               P.O. Box 68
George Kowski                  Yulan, NY 12792                          13.750%

                               2037 Delancey Pl., Apt. 1F
Timothy Papp                   Philadelphia, PA 19103                    0.068%

                               31 Sunken Meadow Road
Thomas Pinou                   Fort Salonga, NY 11768                    7.243%

TOTAL                                                                   100.0%