Exhibit
        10.1.4

      


      _________,
        2008

      


      Indas
        Green Acquisition Corporation

      Level
        30-31, Six Battery Road

      Raffles
        Place

      Singapore
        049909

       

      Chardan
        Capital Markets, LLC

      17
        State
        Street, Suite 1600

      New
        York,
        New York 10004

      


      Re: Initial
        Public Offering

       

      Ladies
        and Gentlemen:

       

      The
        undersigned officer and/or director of Indas Green Acquisition Corporation
        (the
“Company”)
        in
        consideration of Chardan Capital Markets LLC the representative (“Chardan”
or
        the
“Representative”)
        of the
        several underwriters (the “Underwriters”),
        entering into an agreement to underwrite an initial public offering (the
        “IPO”)
        of
        5,250,000 units (6,037,500 if the over-allotment option is exercised in full),
        each unit comprised of one ordinary share, par value $.0001 per share of
        the
        Company (the “Ordinary
        Share”);
        and
        one warrant exercisable for one share of Ordinary Share the undersigned hereby
        agrees as follows (certain capitalized terms used herein are defined in
        paragraph 12 hereof):

      


      1. If
        the
        Company solicits approval of its shareholders of a Business Combination,
        the
        undersigned will: (i) vote all Insider Shares owned by the undersigned in
        accordance with the majority of the votes cast by the Public Shareholders
        who
        vote at the special or annual meeting called for the purpose of approving
        the
        Business Combination and (ii) vote any Ordinary Shares acquired in or following
        the IPO in favor of the Business Combination. 

       

      2. (a)  In
        the
        event that the Company fails to consummate a Business Combination within
        24
        months from the effective date (the “Effective
        Date”)
        of the
        registration statement relating to the IPO, or 36 months in the event the
        Extended Period is approved by the Company’s shareholders (the later date being
        the “Termination
        Date”),
        the
        undersigned shall, in accordance with all applicable requirements of the
        law of
        the Cayman Islands, take all action reasonably within his power to liquidate
        the
        Company and distribute all funds held in the Trust Account to the Public
        Shareholders as soon as reasonably practicable following the applicable
        Termination Date in the manner and subject to the deductions set forth in
        the
        Prospectus. In addition, from and after the Termination Date, the undersigned
        will, in accordance with the Company’s Amended and Restated Memoranda and
        Articles of Association, take all action reasonably within his power to limit
        the Company’s activities to winding up its affairs and to dissolving the Company
        and liquidating the Trust Account. 

       

      (b) Except
        with respect to any of the IPO Shares acquired by the undersigned in or
        following the IPO, the undersigned hereby irrevocably: (i) waives any and
        all right, title, interest, cause of action or claim of any kind (a
“Claim”)
        in or
        to all funds in the Trust Account and any remaining net assets of the Company
        upon liquidation of the Trust Account and dissolution of the Company;
        (ii) waives any Claim the undersigned may have in the future as a result
        of, or arising out of, any contracts or agreements with the Company, which
        Claim
        would reduce, encumber or otherwise adversely affect the amounts held in
        the
        Trust Account; and (iii) agrees that the undersigned will not seek recourse
        (legal, equitable or otherwise) against the Trust Account for any reason
        whatsoever. The undersigned hereby agrees that it shall promptly reimburse
        the
        Trust Account for any distribution of amounts in the Trust Account received
        by
        the undersigned in respect of its Insider Shares. For clarity, the undersigned
        may receive distributions from the Trust Account in respect of the Ordinary
        Shares acquired by the undersigned in or following the IPO. The undersigned
        waives the undersigned’s right to exercise redemption rights with respect to any
        Ordinary Shares owned or to be owned by the undersigned, directly or indirectly,
        and agrees that the undersigned will not seek redemption with respect to
        such
        shares in connection with any vote to approve a Business Combination or the
        Extended Period.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      3. The
        undersigned acknowledges and agrees that the Company will not consummate
        any
        Business Combination involving a company affiliated with any of the Insiders
        unless (x) such Business Combination is approved by a majority of the
        independent directors of the Company and (y) the Company obtains an opinion
        from
        an independent third party appraiser, which may or may not be an investment
        banking firm that is a member of the Financial Industry Regulatory Authority,
        Inc., reasonably acceptable to the Representative that the purchase price
        to be
        paid by the Company in the Business Combination is fair to the Company’s
        shareholders from a financial perspective.

       

      4. Neither
        the undersigned nor any Affiliate of the undersigned will be entitled to
        receive
        and will not accept any compensation for services rendered to the Company
        prior
        to the consummation of the Business Combination; provided that the undersigned
        shall be entitled to reimbursement from the Company for his out-of-pocket
        expenses incurred in connection with seeking and consummating a Business
        Combination.

       

      5. The
        undersigned agrees that neither the undersigned nor any Affiliate of the
        undersigned will be entitled to receive or accept, and the undersigned, on
        behalf of the undersigned and the aforementioned parties, hereby waives any
        rights to, a finder’s fee or any other compensation payable by the Company in
        the event the undersigned, or any Affiliate of the undersigned originates
        a
        Business Combination or otherwise renders services on behalf of the Company
        prior to or in connection with a Business Combination.

       

      6. The
        undersigned will escrow his Insider Shares for the period commencing on the
        Effective Date, and ending on the earlier to occur of either: (i) two years
        after the effective date of the Prospectus as such term is defined in paragraph
        12 (but in no event prior to the consummation of a Business Combination)
        or (ii)
        one year following consummation of a Business Combination, unless the Company
        consummates a subsequent liquidation, merger, stock exchange or other similar
        transaction which results in all of the shareholders
        of the
        combined entity having the right to exchange their ordinary shares for cash,
        securities or other property, subject in all respects to the terms of a
        Securities Escrow Agreement which the Company will enter into with the
        undersigned and the Continental Stock Transfer and Trust Company.
        

       

      7. The
        undersigned’s information furnished to the Company and the Underwriters is true
        and accurate in all material respects, does not omit any material information
        with respect to the undersigned’s background and contains all of the information
        required to be disclosed pursuant to Section 401 of Regulation S-K,
        promulgated under the Securities Act of 1933, as amended.  The
        undersigned’s Questionnaire furnished to the Company and the Underwriters is
        true and accurate in all respects.  The undersigned further represents and
        warrants to the Company and the Underwriters that:

       

      (a) No
        petition under the Federal bankruptcy laws or any state insolvency law has
        been
        filed by or against, or a receiver, fiscal agent or similar officer was
        appointed by a court for the business or property of the undersigned, or
        any
        partnership in which the undersigned was or is a general partner at or within
        two years prior to the date hereof within two (2) years prior to the date
        hereof;


      
        
           

        

        
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      (b) The
        undersigned has not been convicted in any criminal proceeding nor is the
        undersigned currently a named subject of a pending criminal proceeding
        (excluding traffic violations and other minor offenses); 

       

      (c) The
        undersigned has not been the subject of any order, judgment, or decree, not
        subsequently reversed, suspended or vacated, of any court of competent
        jurisdiction, permanently or temporarily enjoining the undersigned from,
        or
        otherwise limiting, the following activities: 

       

      (i) Acting
        as
        a futures commission merchant, introducing broker, commodity trading advisor,
        commodity pool operator, floor broker, leverage transaction merchant, any
        other
        person regulated by the Commodity Futures Trading Commission, or an associated
        person of any of the foregoing, or as an investment adviser, underwriter,
        broker
        or dealer in securities, or as an affiliated person, director or employee
        of any
        investment company, bank, savings and loan association or insurance company,
        or
        engaging in or continuing any conduct or practice in connection with such
        activity; 

       

      (ii) Engaging
        in any type of business practice; or 

       

      (iii) Engaging
        in any activity in connection with the purchase or sale of any security or
        commodity or in connection with any violation of Federal or State securities
        laws or Federal commodities laws; 

       

      (d) The
        undersigned has not been the subject of any order, judgment or decree, not
        subsequently reversed, suspended or vacated, of any Federal or State authority
        barring, suspending or otherwise limiting for more than sixty (60) days the
        right of the undersigned to engage in any activity described in paragraph
        (c)(i)
        above, or to be associated with persons engaged in any such activity;


       

      (e) The
        undersigned has not been found by a court of competent jurisdiction in a
        civil
        action or by the Securities and Exchange Commission to have violated any
        Federal
        or State securities law, and the judgment in such civil action or finding
        by the
        Securities and Exchange Commission has not been subsequently reversed,
        suspended, or vacated; 

       

      (f) The
        undersigned has not been found by a court of competent jurisdiction in a
        civil
        action or by the Commodity Futures Trading Commission to have violated any
        Federal commodities law, and the judgment in such civil action or finding
        by the
        Commodity Futures Trading Commission has not been subsequently reversed,
        suspended or vacated;

      


      (g) The
        Subscription Agreement dated January 25, 2008 by and between the undersigned
        and
        the Company has been duly authorized, executed and delivered by the undersigned,
        is a valid and binding agreement of the undersigned, enforceable against
        the
        undersigned in accordance with its terms except as the enforceability thereof
        may be limited by bankruptcy, insolvency, or similar laws affecting creditors’
rights generally from time to time in effect and by equitable principles
        of
        general applicability; and 

      


      (h) Upon
        execution thereof, the Registration Rights Agreement referred to in the
        Prospectus will be duly authorized, executed and delivered by the undersigned
        and will constitute a valid and binding agreement of the undersigned,
        enforceable against it in accordance with its terms except as enforceability
        thereof may be limited by bankruptcy, insolvency, or similar laws affecting
        creditors’ rights generally from time to time in effect and by equitable
        principles of general applicability.


      
        
           

        

        
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      8. The
        undersigned has full right and power, without violating any agreement by
        which
        the undersigned is bound (including, without limitation, any non-competition
        or
        non-solicitation agreement with any employer or former employer), to enter
        into
        this letter agreement and serve as a director of the Company. This letter
        agreement has been duly authorized, executed and delivered by the undersigned
        and is a valid and binding agreement of the undersigned, enforceable against
        it
        in accordance with its terms except as enforceability thereof may be limited
        by
        bankruptcy, insolvency, or similar laws affecting creditors’ rights generally
        from time to time in effect and by equitable principles of general
        applicability.

      


      9. The
        undersigned authorizes any employer, financial institution, or consumer credit
        reporting agency to release to the Underwriters and their legal representatives
        or agents (including any investigative search firm retained by the Underwriters)
        any information they may have about the undersigned’s background and finances
        (the “Information”). 
        Neither the Underwriters nor their agents shall be violating the undersigned’s
        right of privacy in any manner in requesting and obtaining the Information
        and
        the undersigned hereby releases them from liability for any damage whatsoever
        in
        that connection.

       

      10. To
        the
        extent the Representative does not exercise the over-allotment option to
        purchase up to an additional 787,500 units of the Company, the undersigned
        agrees it shall return to the Company for cancellation, at no cost to the
        undersigned, a number of Insider Shares held by the undersigned determined
        by
        multiplying 196,875 by a fraction, (i) the numerator of which is 787,500
        minus
        the number of Ordinary Shares included as part of the Units purchased by
        the
        Representative upon exercise of its over-allotment option and (ii) the
        denominator of which is 787,500. The forfeited amount shall be in an amount
        sufficient to cause the existing Shareholders in the aggregate to maintain
        control over no more than 20% of the Ordinary Shares then-outstanding after
        giving effect to the IPO and the exercise, if any, of the over-allotment
        option.

       

      11. The
        undersigned agrees to serve as a director until the earlier of the consummation
        by the Company of a Business Combination or the liquidation of the
        Company.

       

      12. As
        used
        herein: (i) “Affiliate”
shall
        mean any member of the family of the undersigned or any entity or person
        that
        directly or indirectly controls, is controlled by or is under common control
        with, the undersigned; (ii) “Business
        Combination”
shall
        mean an acquisition, by merger, capital stock exchange, asset acquisition,
        stock
        purchase, reorganization or other similar business combination of one or
        more
        operating businesses as described in the registration statement relating
        to the
        IPO; (iii) “Extended
        Period”
shall
        mean the extension of the Company’s corporate existence from 24 to 36 months
        pursuant to the Company’s Amended and Restated Memorandum and Articles of
        Association; (iv) “Insiders”
shall
        mean all of the Company’s officers and directors, Mission Biofuels Limited,
        Value Insights LLP and their Affiliates; (v) “Insider
        Shares”
shall
        mean all of the Ordinary Shares owned by the Insiders prior to the IPO; (vi)
        “IPO
        Shares”
shall
        mean the Ordinary Shares issued in the Company’s IPO; (vii) “Prospectus”
shall
        mean the prospectus contained in the registration statement relating to the
        IPO;
        (viii) “Public
        Shareholders”
shall
        mean the holders of the securities issued by the Company in the IPO; and
        (ix)
“Trust
        Account”
means
        the trust account in which the proceeds to the Company of the IPO will be
        deposited and held for the benefit of the holders of the IPO shares, as
        described in greater detail in the Prospectus.  

       

      13. This
        letter agreement shall be governed by and interpreted and construed in
        accordance with the laws of the State of New York applicable to contracts
        formed
        and to be performed entirely within the State of New York, without regard
        to the
        conflicts of law provisions thereof to the extent such principles and rules
        would require or permit the application of the laws of another jurisdiction.
        The
        undersigned hereby agrees that any action, proceeding or claim against the
        undersigned arising out of or relating in any way to this Agreement shall
        be
        brought and enforced in the courts of the State of New York or the United
        States
        District Court for the Southern District of New York, and irrevocably submits
        to
        such jurisdiction, which jurisdiction shall be exclusive. The undersigned
        hereby
        waives any objection to such exclusive jurisdiction and that such courts
        represent an inconvenient forum.


      
        
           

        

        
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      14. No
        term
        or provision of this letter agreement may be amended, changed, waived, altered
        or modified except by written instrument executed and delivered by the
        undersigned, the Company and the Representative. This letter agreement shall
        be
        binding on the undersigned and such person’s successors, heirs, personal
        representatives and assigns. 

       

      15. The
        undersigned acknowledges and understands that the Company and the Underwriters
        will rely upon the agreements, representations and warranties set forth herein
        in proceeding with the IPO. Nothing contained herein shall be deemed to render
        the Underwriters representatives of, or fiduciaries with respect to, the
        Company, its shareholders or any creditor or vendor of the Company with respect
        to the subject matter thereof.

       

      
        	 	
                By:

              	 	 
	 	 	
                Robert
                  Lees

              	 


      


      
        
           

        

        
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