Unassociated Document


    EXHIBIT
      10.8

    
      _______________
        __, 2006

      


      Rodman
&
Renshaw,
        LLC

      330
        Madison Avenue

      New
        York, New York 10017

      


      Re:
        Phoenix India
        Acquisition Corp.

      


      Gentlemen:


       

      This
        letter will confirm the agreement of the undersigned to purchase
        warrants ("Warrants") of Phoenix India Acquisition Corp. ("Company") included
        in
        the units ("Units") being sold in the Company's initial public offering ("IPO")
        upon the terms and conditions set forth herein. Each Unit is comprised of
        one
        share of common stock, par value $.0001 per share, of the Company (the "Common
        Stock") and one Warrant to purchase a share of Common Stock. The shares of
        Common Stock and Warrants will not be separately tradable until 20 days after
        the effective date of the Company's IPO unless Rodman & Renshaw, LLC
        ("Rodman") informs the Company of its decision to allow earlier separate
        trading. 

       

      The
        undersigned agrees that on the date hereof it will enter into an
        agreement or plan in accordance with the guidelines specified by Rule 10b5-1
        under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
        with
        an independent broker-dealer (the "Broker") registered under Section 15 of
        the
        Exchange Act which is neither affiliated with the Company, Rodman nor part
        of
        the underwriting or selling group, pursuant to which the Broker will purchase
        up
        to an aggregate of $1,750,000 of Warrants in the public marketplace for the
        undersigned's account during the 45-trading day period commencing on the
        later
        of (i) the date separate trading of the Warrants has commenced or (ii) 60
        calendar days after the end of the restricted period under Regulation M under
        the Exchange Act, at market prices not to exceed $1.70 per Warrant, subject
        to a
        maximum Warrant purchase obligation equal to the number of Warrants set forth
        opposite their respective names below ("Maximum Warrant Purchase"). The
        undersigned shall instruct the Broker to fill such order in such amounts
        and at
        such times as the Broker may determine, in its sole discretion, during the
        45-trading day period described above. 

       

      As
        the date hereof, the undersigned represents and warrants that it
        is not aware of any material nonpublic information concerning the Company
        or any
        securities of the Company and is entering into this agreement in good faith
        and
        not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1.
        The
        undersigned agrees that while this agreement is in effect, the undersigned
        shall
        comply with the prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against
        entering into or altering a corresponding or hedging transaction or position
        with respect to the Company's securities. The undersigned further agrees
        that it
        shall not, directly or indirectly, communicate any material nonpublic
        information relating to the Company or the Company's securities to any employee
        of Rodman or the Broker. The undersigned does not have, and shall not attempt
        to
        exercise, any influence over how, when or whether to effect purchases of
        Warrants pursuant to this agreement or the plan or agreement with the Broker.
        

       

      Each
        of the undersigned may notify Rodman that all or part of the
        Maximum Warrant Purchase will be made by one or more affiliates of the
        undersigned (or another person or entity introduced to Rodman by the undersigned
        (a “Designee”)) and, in such event, Rodman will make such purchase on behalf of
        said affiliate or Designee; provided, however, that the undersigned hereby
        agree
        to make payment of the purchase price of such purchase and to fulfill their
        Maximum Warrant Purchase in the event and to the extent that their affiliate
        or
        Designee fails to make such payment or purchase. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      The
        undersigned shall instruct the Broker to make, keep, and produce
        promptly upon request a daily time-sequenced schedule of all Warrant purchases
        made pursuant to this agreement, on a transaction-by-transaction basis,
        including (i) size, time of execution, price of purchase; and (ii) the exchange,
        quotation system, or other facility through which the Warrant purchase occurred.
        

       

      The
        undersigned agrees that the undersigned shall not sell or
        transfer the Warrants until the earlier of the consummation of a merger,
        capital
        stock exchange, asset acquisition or other similar business combination
        involving the Company and acknowledges that, at the option of Rodman, the
        certificates for such Warrants shall contain a legend indicating such
        restriction on transferability, it being understood that the Warrants purchased
        will be non-callable by the Company as long as they are held by the undersigned.
        

       

      This
        letter agreement shall for all purposes be deemed to be made
        under and shall be construed in accordance with the laws of the State of
        New
        York, without regard to the conflicts of laws principles thereof. This Agreement
        shall be binding upon the undersigned and the heirs, successors and assigns
        of
        the undersigned. 

      


      


      


      -
Signature
        page immediately follows -


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      
        
          	 	
                  Very
                    truly yours,

                	 	
                  Maximum

                  Warrant
                    Purchase

                
	 	 	 	
                   

                
	 	
                  Rohit
                    Phansalkar

                	
                       

                	 
	 	 	 	
                   

                
	 	
                  Ramesh
                    Akella

                	 	 
	 	 	 	
                   

                
	 	
                  Raju
                    Panjwani

                	 	 
	 	 	 	
                   

                
	 	
                  Shekhar
                    Wadekar

                	 	 


        


      
        
          
          

        

        
          3