ASSET PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

           This ASSET PURCHASE AGREEMENT dated as of May 9, 2008 (the “ Agreement ”), by and among COSCO Capital Management LLC , a New York limited liability company (“ CCM ”), COSCO Capital Texas LP , a Texas limited partnership (“ CTLP ”), Private Energy Securities, Inc. , a Connecticut corporation (“ PESI ” and together with CCM and CTLP sometimes hereinafter called a “ Seller ” and collectively the “ Sellers ”), Cameron O. Smith (“ Smith ”), William E. Weidner (“ Weidner ”), Lane W. McKay (“ McKay ”) and T. Prescott Kessey (“ Kessey ”), on the one hand, and Rodman & Renshaw Capital Group, Inc., a Delaware corporation (“ Rodman ”) and Rodman & Renshaw, LLC , a Delaware limited liability company (“ RRLLC ”), on the other hand. Capitalized terms used herein and not otherwise defined shall have the respective meaning assigned to such terms in Exhibit A annexed hereto and on the Schedules hereto.

W I T N E S S E T H :

          WHEREAS, CCM desires to sell to RRLLC, and RRLLC desires to purchase from CCM, substantially all of CCM’s assets;

           WHEREAS, CTLP desires to sell to RRLLC, and RRLLC desires to purchase from CTLP, substantially all of CTLP’s assets;

          WHEREAS , PESI desires to sell to RRLLC and RRLLC desires to purchase from PESI substantially all of PESI’s assets;

          WHEREAS, Smith, Weidner, McKay and Kessey (each sometimes hereinafter called an “ Interestholder ” and collectively the “ Interestholders ”) own all of the issued and outstanding membership interests in CCM and limited partnership interests in CTLP;

           WHEREAS , Smith and Weidner own all of the issued and outstanding shares of the capital stock of PESI;

           WHEREAS, RRLLC is a wholly owned subsidiary of Rodman; and

           WHEREAS, RRLLC’s acquisition of CCM’s, CTLP’s and PESI’s assets will allow RRLLC to continue to operate the business previously operated by PESI, CCM and CTLP, consistent with past practice, of providing financing and advisory services to companies in the energy exploration and production sector (the “ Acquired Business ”).

          NOW, THEREFORE , in consideration of the foregoing and the mutual covenants in

this Agreement, the parties hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

          1.01      Purchase of CCM Assets . On the terms and subject to the conditions set forth herein, on the Closing Date (as defined below), RRLLC shall purchase from CCM, and CCM shall sell, assign, transfer, convey and deliver to RRLLC, all of CCM’s right, title and interest in and to all of the assets and properties of CCM, as the same shall exist on the Closing Date, except for the CCM Excluded Assets (as defined below) (all of such assets and properties being hereinafter collectively referred to as the “ CCM Purchased Assets ”).

          1.02      List of CCM Assets . Except as otherwise expressly provided in Section 1.03 hereof, the CCM Purchased Assets shall include, without limitation, all of CCM’s right, title and interest in and to:

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(a)     cash and cash equivalents;

(b)     all rights and privileges under and pursuant to the Assumed Contracts (as defined below);

(c)     miscellaneous deposits and prepaid expenses;

(d)     machinery and equipment;

(e)     office furniture and fixtures;

(f)     all Intellectual Property Rights;

(g)     all licenses and permits relating to CCM;

(h)     the goodwill of CCM;

(i)     all claims against third parties relating to items included in the CCM Purchased Assets;

(j)     all customer lists, and other records that relate to the CCM Purchased Assets or the Assumed Liabilities (as defined below); and

(k)     all of the outstanding shares of the capital stock of COSCO Canada Ltd., an Alberta corporation (“ CCL ” and together with CCM, CTLP and PESI sometimes hereinafter called a “ Company and collectively the “ Companies ”).

1.03     CCM Excluded Assets . The CCM Purchased Assets shall not include the following (the “ CCM Excluded Assets ”):

(a)     the COSCO tradename and all related trademarks and service marks, including without limitation all applications with respect thereto;

(b)     CCM’s accounting and tax records and files;

(c)     CCM’s formation data, seals, and minutes or consents of meetings of CCM’s managers and members;

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(d)     any contracts and leases to which CCM is a party, except Assumed Contracts;

(e)     CCM’s right, title and interest in and to those assets held with respect to any Employee Plan (as defined below);

(f)     CCM’s claims, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client work product and other legal privileges to the extent relating to any of the CCM Excluded Assets or the Excluded Liabilities (as defined below);

(g)     CCM’s company charter, taxpayer and other identification numbers, seals, minute books, and other documents relating to the organization, maintenance, and existence of CCM as a limited liability company;

(h)     CCM’s books, records, files, documents, correspondence, and other printed or written materials related to the CCM Excluded Assets or the Excluded Liabilities;

(i)     CCM’s Tax Returns and any rights to Tax refunds and prepaid Taxes;

(j)     CCM’s rights and interest in this Agreement and any other agreements or instruments to be executed by CCM in connection with its sale of the CCM Purchased Assets and other transactions contemplated by this Agreement;

(k)     any rights related to the CCM Excluded Assets or the Excluded Liabilities; and

(l)     those assets set forth on Schedule 1.03 .

1.04     Purchase of CTLP Assets . On the terms and subject to the conditions set forth herein, on the Closing Date (as defined below), RRLLC shall purchase from CTLP, and CTLP

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shall sell, assign, transfer, convey and deliver to RRLLC, all of CTLP’s right, title and interest in and to all of the assets and properties of CTLP, as the same shall exist on the Closing Date, except for the CTLP Excluded Assets (as defined below) (all of such assets and properties being hereinafter collectively referred to as the “ CTLP Purchased Assets ”).

1.05     List of CTLP Assets . Except as expressly provided in Section 1.06 hereof, the CTLP Purchased Assets shall include, without limitation, all of CTLP’s right, title and interest in and to:

(a)     cash and cash equivalents;

(b)     all rights and privileges under and pursuant to the Assumed Contracts;

(c)     miscellaneous deposits and prepaid expenses;

(d)     machinery and equipment;

(e)     office furniture and fixtures;

(f)      all Intellectual Property Rights;

(g)     all licenses and permits relating to CTLP;

(h)     the goodwill of CTLP;

(i)      all claims against third parties relating to items included in the CTLP Purchased Assets; and

(j)      all customer lists, and other records that relate to the CTLP Purchased Assets or the Assumed Liabilities.

1.06     CTLP Excluded Assets . The CTLP Purchased Assets shall not include the following (the “ CTLP Excluded Assets ”):

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(a)     the COSCO tradename and all related trademarks and service marks, including without limitation all applications with respect thereto;

(b)     CTLP’s accounting and tax records and files;

(c)     CTLP’s formation data, seals, and minutes of meetings or consents of CTLP’s general partner or limited partners;

(d)     any contracts and leases to which CTLP is a party, except Assumed Contracts;

(e)     CTLP’s right, title and interest in and to those assets held with respect to any Employee Plan (as defined below);

(f)      CTLP’s claims, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client work product and other legal privileges to the extent relating to any of the CTLP Excluded Assets or the Excluded Liabilities;

(g)     CTLP’s company charter, taxpayer and other identification numbers, seals, minute books, and other documents relating to the organization, maintenance, and existence of CTLP as a limited partnership;

(h)     CTLP’s books, records, files, documents, correspondence, and other printed or written materials related to the CTLP Excluded Assets or the Excluded Liabilities;

(i)      CTLP’s Tax Returns and any rights to Tax refunds and prepaid Taxes;

(j)      CTLP’s rights and interest in this Agreement and any other agreements or instruments to be executed by CTLP in connection with its sale of the CTLP Purchased Assets and other transactions contemplated by this Agreement;

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(k)     any rights related to the CTLP Excluded Assets or the Excluded Liabilities; and

(l)      those assets set forth on Schedule 1.06 .

1.07     Purchase of PESI Assets . On the terms and subject to the conditions set forth herein, on the Closing Date (as defined below), RRLLC shall purchase from PESI, and PESI shall sell, assign, transfer, convey and deliver to RRLLC, all of PESI’s right, title and interest in and to all of the assets and properties of PESI, as the same shall exist on the Closing Date, except for the PESI Excluded Assets (as defined below) (all of such assets and properties being hereinafter collectively referred to as the “ PESI Purchased Assets ” and together with the CCM Purchased Assets and the CTLP Purchased Assets the “ Purchased Assets ”).

1.08     List of PESI Assets . Except as otherwise expressly provided in Section 1.09 hereof, the PESI Purchased Assets shall include, without limitation, all of PESI’s right, title and interest in and to:

(a)      cash and cash equivalents in excess of $20,000:

(b)     all rights and privileges under and pursuant to the Assumed Contracts;

(c)     miscellaneous deposits and prepaid expenses;

(d)     machinery and equipment;

(e)     office furniture and fixtures;

(f)      all Intellectual Property Rights;

(g)     all licenses and permits relating to PESI;

(h)     the goodwill of PESI;

(i)      all claims against third parties relating to items included in the PESI Purchased Assets; and

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(j)      all customer lists, and other records that relate to the PESI Purchased Assets or the Assumed Liabilities.

1.09     PESI Excluded Assets . The PESI Purchased Assets shall not include the following (the “ PESI Excluded Assets ”):

(a)     PESI’s accounting and tax records and files;

(b)     PESI’s formation data, seals, and minutes or consents of meetings of PESI’s board of directors or shareholders;

(c)     any contracts and leases to which PESI is a party, except Assumed Contracts;

(d)     PESI’s right, title and interest in and to those assets held with respect to any Employee Plan (as defined below);

(e)     PESI’s claims, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client work product and other legal privileges to the extent relating to any of the PESI Excluded Assets or the Excluded Liabilities;

(f)      PESI’s company charter, taxpayer and other identification numbers, seals, minute books, and other documents relating to the organization, maintenance, and existence of PESI as a limited liability company;

(g)     PESI’s books, records, files, documents, correspondence, and other printed or written materials related to the PESI Excluded Assets or the Excluded Liabilities;

(h)     PESI’s Tax Returns and any rights to Tax refunds and prepaid Taxes;

(i)     PESI’s rights and interest in this Agreement and any other agreements or instruments to be executed by PESI in connection with its sale of the PESI Purchased Assets and other transactions contemplated by this Agreement;

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(j)      any rights related to the PESI Excluded Assets or the Excluded Liabilities;

(k)     $20,000 of cash; and

(l)      those assets set forth on Schedule 1.09

1.10       CCM Instruments of Transfer . On the Closing Date, CCM shall deliver, or cause to be delivered, to RRLLC: (a) duly executed instruments of transfer and assignment, including, without limitation, bills of sale and an assignment and assumption agreement in form and substance reasonably satisfactory to the Sellers and their counsel (the “ Assumption Agreement ”), and the certificate(s) representing 100% of the outstanding shares of CCL, endorsed in blank, all in form and substance reasonably satisfactory to RRLLC and its counsel, sufficient to vest in RRLLC valid title to all of CCM’s right, title and interest in and to the CCM Purchased Assets, free and clear of all mortgages, claims, liens, charges or encumbrances of any kind or nature whatsoever; and (b) a check in the amount of all cash and cash equivalents included in the CCM Purchased Assets.

1.11       CTLP Instruments of Transfer . On the Closing Date, CTLP shall deliver, or cause to be delivered, to RRLLC: (a) duly executed instruments of transfer and assignment, including, without limitation, bills of sale and the Assumption Agreement, all in form and substance reasonably satisfactory to RRLLC and its counsel, sufficient to vest in RRLLC valid title to all of CTLP’s right, title and interest in and to the CTLP Purchased Assets, free and clear of all mortgages, claims, liens, charges or encumbrances of any kind or nature whatsoever; and (b) a check in the amount of all cash and cash equivalents included in the CTLP Purchased Assets.

1.12     PESI Instruments of Transfer . On the Closing Date, PESI shall deliver, or cause to be delivered, to RRLLC: (a) duly executed instruments of transfer and assignment,

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including, without limitation, bills of sale and the Assumption Agreement, all in form and substance reasonably satisfactory to RRLLC and its counsel, sufficient to vest in RRLLC valid title to all of PESI’s right, title and interest in and to the PESI Purchased Assets, free and clear of all mortgages, claims, liens, charges or encumbrances of any kind or nature whatsoever; and (b) a check in the amount of all cash and cash equivalents included in the PESI Purchased Assets.

1.13     Assumption .

(a)     Upon the transfer of the Purchased Assets to RRLLC on the Closing Date, RRLLC shall, pursuant to the Assumption Agreement, assume and agree to timely pay, perform and discharge those obligations and liabilities of each Seller in accordance with their respective terms (the “ Assumed Liabilities ”): (i) which are included in the determination of the Closing Date Working Capital (as defined below); and (ii) which arise from and after the Closing Date under those agreements of Sellers set forth on Schedules 4.14 or 4.15 annexed hereto which are specifically designated to be assumed by RRLLC on such Schedule, (the “ Assumed Contracts ”); provided, however, that to the extent that (x) consent to the assignment on an Assumed Contract is required, or (y) an Assumed Contract is not assignable and, in either case, consent to the assignment of such Assumed Contract is not obtained, RRLLC shall, nevertheless, assume and agree to pay, perform and discharge the obligations and liabilities of such Seller under such Assumed Contract to the extent that RRLLC receives the benefits thereof, and the parties will cooperate with respect to each such Assumed Contract so that RRLLC performs all remaining obligations required of such Seller thereunder and RRLLC receives all remaining rights and benefits of such Seller thereunder.

(b)     Except as is otherwise specifically set forth in this Agreement, Rodman and RRLLC shall not and does not assume any liability of any Seller (the “ Excluded Liabilities ”).

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ARTICLE II

CONSIDERATION; CLOSING

2.01     Consideration ; Payment of Consideration Allocation .

(a)     The “ Consideration ” to be paid to CCM, CTLP and PESI for the Purchased Assets shall consist of (a) the “Fixed Price” (as defined below), plus (b) the “Variable Price” (as defined below), plus (c) the “Earn Out Price” (as defined below), which Fixed Price, Variable Price and Earn Out Price shall respectively be paid in the manner set forth herein. 40% of the Consideration shall be allocated to the purchase of the CCM Purchased Assets (the “ CCM Consideration ”), 40% of the Consideration shall be allocated to the purchase of the CTLP Purchased Assets (the “ CTLP Consideration ”), and 20% of the Consideration shall be allocated to the purchase of the PESI Purchased Assets (the “ PESI Consideration ”).

(b)     The parties agree that the CCM Consideration shall be allocated to the various assets and properties included in the CCM Purchased Assets in the manner set forth on Schedule 2.01A hereto, that the CTLP Consideration shall be allocated to the various assets and properties included in the CTLP Purchased Assets in the manner set forth on Schedule 2.01B hereto, and that the PESI Consideration shall be allocated to the various assets and properties included in the PESI Purchased Assets in the manner set forth on Schedule 2.01C hereto. Rodman and the Sellers agree to prepare and file all income tax returns (including, if applicable, Form 8594) in a manner consistent with the foregoing Allocation and will not in connection with the filing of such returns make any allocation of the Consideration which is contrary to the Allocation. Rodman and the Sellers agree to consult with each other with respect to all issues relating to the Allocation in connection with any tax audits, controversy or litigation.

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2.02     Fixed Price . The “ Fixed Price ” shall be equal to ten million one hundred thousand dollars ($10,100,000), and shall be paid by RRLLC to the Sellers as follows: (a) at the Closing, six million seventy-five thousand dollars ($6,075,000), shall be paid in cash, and two million twenty-five thousand dollars ($2,025,000) shall be paid by delivering to the Sellers that number of shares of the Common Stock, par value $.001 per share, of Rodman (“ Rodman Stock ”) as shall be equal to $2,025,000 divided by the average of the closing prices of a share of Rodman Stock (the “ First Average Price ”) as reported by the NASDAQ stock exchange (or if the Rodman Stock is not then listed on the NASDAQ stock exchange the primary exchange on which the Rodman Stock is then listed) for the ninety (90) calendar days immediately preceding the Closing Date (the “ First Consideration Shares ”); (b) on the first anniversary of the Closing Date (the “ First Anniversary ”), seven hundred fifty thousand dollars ($750,000) shall be paid in cash, and two hundred fifty thousand dollars ($250,000) shall be paid by delivering to the Sellers that number of shares of Rodman Stock as shall be equal to $250,000 divided by the average of the closing prices of a share of Rodman Stock as reported by the NASDAQ stock exchange (or if the Rodman Stock is not then listed on the NASDAQ stock exchange the primary exchange on which the Rodman Stock is then listed) for the ninety (90) calendar days immediately preceding the First Anniversary (the “ Second Consideration Shares ”); and (c) on the second anniversary or the Closing Date (the “ Second Anniversary ”), seven hundred fifty thousand dollars ($750,000) shall be paid in cash, and two hundred fifty thousand dollars ($250,000) shall be paid by delivering to the Sellers that number of shares of Rodman Stock as shall be equal to two hundred fifty thousand dollars ($250,000) divided by the average of the closing prices of a share of Rodman Stock as reported by the NASDAQ stock exchange (or if the Rodman Stock is not then listed on the NASDAQ stock exchange the primary exchange on which the Rodman Stock is then

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listed) for the ninety (90) calendar days immediately preceding the Second Anniversary (the “ Third Consideration Shares ”).

2.03     Variable Price .

(a)     The “ Variable Price ” shall be equal to the lesser of:

(i)      four million dollars ($4,000,000); or

(ii)     an amount equal to one hundred thirty-five percent (135%) of the Committed Revenue (as defined below) actually collected by Rodman or its affiliates (the “ Rodman Group ”) for the period (the “ VP Period ”) beginning on the first day of the month following the Closing Date (the “ VP Start Date ”) and ending on the last day of the twenty-first month following the VP Start Date (the “ VP End Date ”).

(b)     “ Committed Revenue ” shall mean all revenue of the Rodman Group which is earned pursuant to those financing arrangements set forth on Schedule 2.03 hereto; provided that, at any time prior to the Closing, the Sellers may update Schedule 2.03 to add or remove financing arrangements with third parties (the financing arrangements set forth on Schedule 2.03 at the Closing Date are the “ Financing Arrangements ”); provided further that the Committed Revenue shall not include any revenue of the Rodman Group which is earned on account of any new financing engagement entered into subsequent to the Closing Date, with a person that is a party to any Financing Arrangement.

(c)     The Variable Price shall be paid by RRLLC to the Sellers as follows:

(i)     on or before the 15 ^th day of each March, June, September and December during the VP Period, and on or before the 15 ^th day following the VP End Date, Rodman will pay to the Sellers (a “ VP Payment ”) an amount equal to one hundred thirty-five percent (135%) of the Committed Revenue collected by the Rodman Group, as mutually

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determined by Rodman and the Interestholder Representative, during the period beginning on the later of (1) the VP Start Date or (2) the first day of the third month preceding the date of such payment and ending on the last day of the month preceding the date of such payment; 75% of each such VP Payment shall be payable in cash and 25% of each such VP Payment (a “ VP 25% Payment ”) shall be payable by delivering to the Interestholders that number of shares of Rodman Stock as shall be equal to such VP 25% Payment divided by the average of the closing prices of a share of Rodman Stock as reported by the NASDAQ stock exchange (or if the Rodman Stock is not then listed on the NASDAQ stock exchange the primary exchange on which the Rodman Stock is then listed) for the ninety (90) calendar days immediately preceding the date of such payment (the “ Variable Consideration Shares ”); and

(ii)     Notwithstanding anything to the contrary that may be contained herein, in no event shall the aggregate amount of all VP Payments exceed four million dollars ($4,000,000).

(d)     Notwithstanding Section 10.10, to the extent that Rodman and the Interestholder Representative cannot agree on the Committed Revenue for the VP Period, such dispute shall be settled as follows: Rodman and the Interestholder Representative shall promptly endeavor to resolve any such dispute through good faith negotiations; provided that if Rodman and the Interestholder Representative fail to reach an agreement with respect to such matters through such good faith negotiations on or before the thirtieth (30th) day after such disagreement arose, then, as to any matters in dispute, Rodman shall promptly select a firm of independent public accountants of recognized national standing that has not rendered services to Rodman, or any of its affiliates, for at least three years, and that is not otherwise affiliated with Rodman or any of its affiliates, and such accounting firm shall promptly make an independent determination

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of such matters as to which disagreement remains, which determination shall be conclusive and binding on the parties hereto. Within ten (10) days of such final determination, RRLLC shall pay to the VP Payment to the Sellers. The fees of any such accounting firm in connection with such determination shall be paid by 50% by Rodman and 50% by the Sellers.

2.04     Earn Out Price . The “ Earn Out Price ” shall be calculated as follows:

(a)     If the “ Attributed Revenue ” (as determined as provided on Schedule 2.04 hereto) for the two-year period (the “Attributed Revenue Period”) beginning on first day of the month following the Closing Date and ending on the last day of the twenty-fourth month following the Closing Date (the “ Two Year Attributed Revenue ”) equals or exceeds twelve million dollars ($12,000,000), the Earn Out Price shall be:

(i)       if the Two Year Attributed Revenue equals or exceeds twelve million dollars ($12,000,000) and is less than fourteen million dollars ($14,000,000), the Earn Out Price shall be equal to fifteen percent (15%) of such Two Year Attributed Revenue;

(ii)      if the Two Year Attributed Revenue equals or exceeds fourteen million dollars ($14,000,000) and is less than seventeen million dollars ($17,000,000), the Earn Out Price shall be equal to twenty percent (20%) of such Two Year Attributed Revenue;

(iii)     if the Two Year Attributed Revenue equals or exceeds seventeen million dollars ($17,000,000) and is less than twenty million dollars ($20,000,000), the Earn Out Price shall be equal to twenty-five percent (25%) of such Two Year Attributed Revenue;

(iv)       if the Two Year Attributed Revenue equals or exceeds twenty million dollars ($20,000,000) and is less than forty million dollars ($40,000,000), the Earn Out Price shall be equal to thirty percent (30%) of such Two Year Attributed Revenue; and

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(v)      If the Two Year Attributed Revenue equals or exceeds forty million dollars ($40,000,000), the Earn Out Price shall be twelve million dollars ($12,000,000).

(b)     If the Two Year Attributed Revenue is less than twelve million dollars ($12,000,000), the Earn Out Price shall be zero ($0).

(c)       The Earn Out Price, if any, shall be paid by RRLLC to the Sellers within ten (10) days after the final determination thereof (provided, however, that if a portion of the Earn Out Price is in dispute, RRLLC shall nevertheless pay the undisputed portion of the Earn Out Price to the Sellers within ten (10) days of its determination) as follows: 25% of such Earn Out Price shall be payable in cash and 75% of such Earn Out Price (the “ EP 75% Price ”) shall be payable by delivering to the Interestholders that number of shares of Rodman Stock as shall be equal to the EP 75% Price divided by the average of the closing prices of a share of Rodman Stock as reported by the NASDAQ stock exchange (or if the Rodman Stock is not then listed on the NASDAQ stock exchange the primary exchange on which the Rodman Stock is then listed) for the ninety (90) calendar days immediately preceding the two-year anniversary of the Closing Date (the “ Earn Out Consideration Shares ” and together with the First Consideration Shares, the Second Consideration Shares, the Third Consideration Shares and the Variable Consideration Shares the “ Consideration Shares ”).

2.05     Fractional Shares . The determination of the number of Consideration Shares to be delivered to any Interestholder at any time shall be rounded up or down, as the case may be, to the nearest whole share.

2.06     Minimum Share Price . Notwithstanding anything to the contrary which may be contained herein, if the average of the closing prices of a share of Rodman Stock as determined in connection with the payment of any portion of the Consideration to be paid with any

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Consideration Shares (a “ Share Payment ”) is less than $2.50, (as adjusted for stock splits, reverse stock splits, stock dividends, etc .) then, and in such event, Rodman shall have the option to deliver to the Interestholders that number of shares of Rodman Stock as shall equal the quotient obtained by dividing the amount of such Share Payment by $2.50, and paying the balance of such Share Payment in cash ( i.e . if a Share Payment is $100,000 and the average price of Rodman Stock with respect to such Share Payment is $2.00, then Rodman may make such Share Payment by either (a) 50,000 shares of Rodman Stock ($100,000 ÷ $2.00) or (b) 40,000 shares of Rodman Stock ($100,000 ÷ $2.50), plus $20,000 in cash (40,000 shares at $2.00 per share = $80,000, with the balance of the $100,000 Share Payment-- $20,000, paid in cash)).

2.07     Registration Rights . If at any time following the six month anniversary of the Closing Date, Rodman shall file a registration statement pursuant to the Act (a “ Registration Statement ”), which Registration Statement includes shares of Rodman Stock to be sold by any Person other than Rodman, and if at such time any of the Consideration Shares are not freely tradable under Rule 144 of the Act (the “ Restricted Consideration Shares ”), then any of such Restricted Consideration Shares will be included in such Registration Statement; provided that, if in connection with any offering involving an underwriting of Rodman Stock, the managing underwriter shall impose a limitation on the number of Restricted Consideration Shares which may be included in the Registration Statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then only such limited portion, if any, of the Restricted Consideration Shares shall be included in such Registration Statement; provided that the number of Restricted Consideration Shares that shall be excluded from any such offering shall be excluded on a pro rata basis with the shares of all other selling shareholders. This Section 2.07 shall not apply to a registration of shares of Rodman Stock on Form S-8 or Form S-4

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or their then equivalents relating to an offering of shares of Rodman Stock to be issued in connection with any acquisition of an entity or business or otherwise issuable in connection with any stock option or employee benefit plan.

2.08     Closing . The closing of the transactions contemplated hereby (the “ Closing ”) shall take place at the offices of Morse, Zelnick, Rose & Lander LLP, 405 Park Avenue, New York, NY 10022 at 9:00 A.M. on Monday, June 2, 2008, or at such other place, date or time as shall be mutually agreed upon by the parties (such date or such other agreed upon time and date is called the “ Closing Date ”).

2.09     Working Capital

(a)     Within thirty (30) days following the Closing Date, the Interestholder Representative will deliver to Rodman a statement (the “ Working Capital Statement ”) setting forth in reasonable detail the Working Capital of each Company as of the Closing Date (the aggregate of the Working Capital of the Companies being hereinafter called the “ Closing Date Working Capital ”).

(b)     Within fifteen (15) days after receipt of the Working Capital Statement from the Interestholder Representative, Rodman shall inform the Interestholder Representative whether Rodman has any exceptions to the Working Capital Statement. Unless Rodman delivers to the Interestholder Representative within such fifteen-day period a notice specifying in reasonable detail any exceptions, the Working Capital Statement shall be conclusive and binding on the parties hereto.

(c)     Notwithstanding Section 10.10, if Rodman delivers to the Interestholder Representative a notice setting forth any such exceptions within such fifteen-day period, Rodman and the Interestholder Representative shall promptly endeavor to resolve the matters set forth in

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such notice through good faith negotiations; provided that if Rodman and the Interestholder Representative fail to reach an agreement with respect to such matters through such good faith negotiations on or before the fifteenth day after receipt by the Interestholder Representative of such notice, then, as to any matters in dispute, the Interestholder Representative shall promptly select a firm of independent public accountants of recognized national standing who have not rendered services to any of the Interestholders, or any of their affiliates, for at least three years, and that is not otherwise affiliated with the Interestholders, and such accounting firm shall promptly make an independent determination of such matters as to which disagreement remains, which determination shall be conclusive and binding on the parties hereto. The fees of any such accounting firm in connection with such determination shall be paid by 50% by Rodman and 50% by the Sellers.

(d)     If the Closing Date Working Capital as finally determined is more than zero (whether by the mutual agreement of the parties hereto or by the accounting firm) (the “ Excess Working Capital ”), Rodman will pay to the Sellers in cash, an amount equal to the lesser of (1) one million four hundred eighty thousand dollars ($1,480,000) or (2) the Excess Working Capital. If the Closing Date Working Capital as finally determined is less than zero (the “ Negative Working Capital ”), each Seller will pay to Rodman in cash, an amount equal to the Negative Working Capital multiplied by such Seller’s percentage of the Negative Working Capital (it being understood that for these purposes the Working Capital of CCL shall be combined with the Working Capital of CCM). Any such payment will be made within ten (10) days after such determination.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE INTERESTHOLDERS

Each Interestholder, for himself only, hereby represents and warrants to and agrees with RRLLC and Rodman, as follows:

3.01 Authorization of Agreement . This Agreement has been duly and validly executed and delivered by or on behalf of such Interestholder and constitutes a valid obligation of such Interestholder, enforceable in accordance with its terms, except to the extent that such enforceability may be limited by applicable insolvency, bankruptcy, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general equity principles. No consent, authorization or approval of, exemption by, or filling with any Governmental Entity is required to be obtained or made by such Interestholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

3.02       No Conflict . The performance of this Agreement by such Interestholder and the consummation of the transactions contemplated hereby will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material contract or other agreement or instrument to which such Interestholder is a party; (b) any law, order, rule, regulation, writ, injunction or decree applicable to such Interestholder.

3.03     Interests in Property or Activities of the Companies . Except as set forth on Schedule 3.03 , such Interestholder (a) does not own any property or right, tangible or intangible, which is used in the Acquired Business, and (b) is not a party to any contract or other arrangement, written or verbal, with any Company, in each case related to the Acquired Business.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLERS, THE
INTERESTHOLDERS WITH RESPECT TO THE COMPANY

The Sellers and the Interestholders jointly and severally, hereby represent and warrant to and agree with RRLLC and Rodman as follows:

4.01     Organization and Good Standing . Except as set forth on Schedule 4.01 : (a) CCM is a limited liability company duly organized, validly existing and in good standing under the laws of the State of New York; (b) CCL is a corporation duly organized, validly existing and in good standing under the laws of Alberta, Canada; (c) PESI is a corporation duly organized validly existing and in good standing under the laws of the State of Connecticut; and (d) CTLP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas. Each Company has full power and authority to conduct its business as it is now conducted and to own or lease and operate the assets and properties now owned or leased and operated by it. Each Company is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its properties requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect.

4.02     Capitalization of the Company; Options, Etc . The owners of all of the equity interests of each Company and their respective percentage interest thereof is as set forth on Schedule 4.02 . None of the Companies has outstanding (i) any options, warrants or other rights to purchase, acquire or convert into, any equity, membership or partnership interest, as the case may be, in such Company, or (ii) any other agreement or right (preemptive, contractual or otherwise) to issue or sell any such equity, membership or partnership interest.

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4.03     Subsidiaries . Except as set forth on Schedule 4.03 , none of the Companies owns any equity interest, directly or indirectly, in any corporation, company, partnership, trust, joint venture or other entity. Schedule 4.03 contains a true and correct copy of the Certificate of Incorporation and By Laws of CCL.

4.04     Authority and Compliance . Each Seller has full corporate power and authority to execute and deliver this Agreement. The consummation and performance by each Seller of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or limited liability company actions. This Agreement has been duly and validly executed and delivered on behalf of each Seller and constitutes a valid obligation of each Seller, enforceable in accordance with its terms, except to the extent that such enforceability may be limited by applicable insolvency, bankruptcy, reorganization or similar Laws affecting the enforcement of creditors’ rights generally and by general equity principles.

4.05     No Conflict . Except as set forth on Schedule 4.05 , the performance of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach or violation of any of the terms or provisions of, or constitute a default under (i) any Assumed Contract or other agreement or instrument relating to the Purchased Assets, (ii) the Certificate of Formation or the Operating Agreement of CCM or the articles of incorporation or by-laws of PESI, or (iii) any law, order, rule, regulation, writ, injunction or decree applicable to the Sellers.

4.06     Authorizations and Consents . No consent, authorization or approval of, exemption by, or filling with any Governmental Entity is required to be obtained or made by any Seller in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

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4.07     Financial Statements; Liabilities .

(a)      Schedule 4.07 contains copies of (i) the consolidated financial statements of CCM and its subsidiaries, (ii) the financial statements of CTLP, and (iii) the financial statements of PESI, for the three years ended December 31, 2007, December 31, 2006, and December 31, 2005, (the “ Financial Statements ”). Except as set forth on Schedule 4.07 , each of the Financial Statements fairly present in all material respects the financial position of CCM and its subsidiaries, CTLP and PESI, as the case may be, at December 31, 2007, December 31, 2006 and December 31, 2005 respectively, and the results of operations for each of the years then ended, in conformity with GAAP applied on a basis consistent with prior periods.

(b)     The Companies do not have any Liabilities, except for (i) the Liabilities set forth on Schedule 4.07 , and (ii) Liabilities reflected in the books and records of the Companies all of which have arisen in the ordinary course of business. Since December 31, 2007 (the “ Latest Balance Sheet Date ”), no Company has experienced any loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975).

4.08     Assets .

(a)     Except as set forth on Schedule 4.08 , one or more of the Sellers has good and valid title to each item of personal property included in the Purchased Assets, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts and other encumbrances of any kind or nature.

(b)     The Purchased Assets being conveyed hereunder constitute such assets as are necessary to permit Buyer to continue the Acquired Business in a manner substantially

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similar to the manner in which the Sellers are operating the Acquired Business on the date hereof.

4.09     Compliance with Law . The operation by each Company of its business and the use and occupancy of its assets and properties is in compliance with all, and not in violation of any applicable Law to which such Company or its assets are subject, except where such non-compliance or violation would not have a Material Adverse Effect. Each Company has obtained and adhered to the requirements of any government Permits necessary to the operation of its business, a list of all of such Permits being set forth on Schedule 4.09 .

4.10     Absence of Certain Events . Except as set forth on Schedule 4.10 , since the Latest Balance Sheet Date, no Company has:

(a)       incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice;

(b)       sold, assigned or transferred any of its assets or properties except in the ordinary course of business consistent with past practice;

(c)       created, incurred, assumed or guaranteed any indebtedness for money borrowed (other than in the ordinary course of business consistent with past practice), or mortgaged, pledged or subjected to any lien, pledge, mortgage, security interest, conditional sales contract or other encumbrance any of its assets or properties;

(d)       amended or terminated any material contract, commitment or agreement to which it is a party or by which it is bound, or canceled, modified or waived any material debts or claims held by it, in each case other than in the ordinary course of business consistent with past practice, or waived any rights of substantial value, whether or not in the ordinary course of business; or

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(e)       entered into any material transaction or operated other than in the ordinary course of business consistent with past practice.

4.11     Taxes and Tax Returns .

(a)     CCM has not made an election to be taxed as a corporation for Federal and state income tax purposes.

(b)     Except as set forth on Schedule 4.11 , each Company has (i) timely filed all Tax Returns required to be filed by it through the Closing Date with the appropriate Governmental Entities in all jurisdictions in which such Tax Returns are required to be filed, and such Tax Returns were true, correct and complete in all material respects, (ii) timely paid or caused to be paid all Taxes required to be paid through the date hereof and as of the Closing Date (whether or not shown due on any Tax Return), and (iii) not requested or caused to be filed or caused to be requested any extension of time within which to file any Tax Return, which Tax Return has not since been filed.

(c)     Neither any Company nor any Interestholder have been notified that either the IRS or any other Governmental Entity has raised any issues in connection with any Tax Return of any Company or relating to Taxes. There are no pending Tax audits and no waivers of statutes of limitations have been given or requested with respect to any Company.

(d)     Each Company has complied in all material respects with all applicable Laws relating to the collection, withholding and payment of Taxes (such as required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, member, or any other third party).

(e)     No written claim has ever been made by any Governmental Entity in a jurisdiction in which any Company does not file Tax Returns that any such Company is or may

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be subject to taxation by that jurisdiction, and to the actual knowledge of the Sellers and the Interestholders, no basis exists for any such claim to be made.

(f)      No Company is required to include in income during a taxable period that ends after the Closing Date any income that economically accrued and was accounted for prior to the Closing Date by reason of the installment method of accounting, open transaction reporting, the completed contract method of accounting or otherwise.

(g)      Schedule 4.11 lists all the jurisdictions in which each Company is required to file Tax Returns or pay Taxes.

(h)     There are no liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of any Company.

(i)      No Company has made any payments, and is not obligated to make any payments in connection with the transactions contemplated by this Agreement, that would be excess parachute payments within the meaning of Section 280G of the Code (or any similar provision of state, local or foreign Tax Law).

(j)      No Company has entered into, or otherwise participated (directly or indirectly) in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b).

4.12     Patents, Trademarks, Copyrights, etc . Each Company owns or validly licenses all Intellectual Property Rights utilized in and necessary to the conduct of its business as currently being conducted (the “ Company Rights ”). As of the Closing, Schedule 4