Exhibit
      10.8

    


    RIGHT
      OF FIRST REFUSAL AND

    CORPORATE
      OPPORTUNITIES AGREEMENT

    


    THIS
      RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”)
      is
      made as of ___ (_________), 2008 by and among Indas Green Acquisition
      Corporation, a Cayman Islands corporation (the “Company”);
      and
      Mission Biofuels Ltd. (“Mission”),
      in
      connection with the Company’s proposed public offering of units pursuant to a
      registration statement on Form F-1, filed by the Company with the Securities
      and
      Exchange Commission (as amended, the “Registration
      Statement”).

    


    RECITALS

    


    WHEREAS,
      Mission is the Company’s sponsor;

    


    WHEREAS,
      because each of the Company and Mission will be seeking business opportunities
      in the alternative energy, energy or environmental industries, the parties
      have
      made this Agreement to clarify the business opportunities for which each party
      shall have the right of first refusal.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

    


    1.
      Right
      of First Refusal.
      

     

    For
      the
      term specified in
      Section 2
      of this
      Agreement and subject to subsections (b), (c) and (d) of this Section
      1,
      Mission
      hereby grants to the Company a right of first refusal as
      follows:

    


    (a) Mission
      shall first present any investment or acquisition opportunity in a business
      or
      businesses in the alternative energy, energy or environmental industries,
      including any business operating in the biodiesel sector, with the exception
      of
      biodiesel feedstocks, biodiesel plantations and biodiesel refining plants,
      whose
      aggregate fair market value is at least equal to 80% of the balance of the
      Company’s trust account (as described in the Registration Statement) (the
“Threshold Test”), to a committee of the Company’s independent directors, and
      will not enter into any agreement to purchase or invest in such business or
      businesses until the Company’s committee of independent directors determines,
      within the time frame and manner specified below, whether or not to pursue
      such
      business opportunity. 

    


    (b) Notwithstanding
      anything to the contrary in this Agreement, the Company agrees that any such
      business entity with respect to which Mission has initiated any contacts or
      entered into any discussions or negotiations, formal or informal, regarding
      Mission’s acquisition of, or investment in, such business prior to the
      completion of the Company’s offering, as set forth in the Registration
      Statement, will not be a potential acquisition target for the Company, unless
      Mission declines to pursue such business opportunity and notifies the Company
      of
      the same in writing. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (c) After
      review of any potential corporate opportunity, the Company may release the
      right
      of first refusal set forth in this Section 1(A) with respect to such corporate
      opportunity. Decisions by the Company to release Mission to pursue such
      corporate opportunity will be made by a majority of the Company’s independent
      directors. 

    


    (d) Mission
      and each of its partners, principals, directors, officers or employees who
      become aware of a corporate opportunity which is subject to this Agreement
      shall
      provide written notice of the business opportunity to the Company pursuant
      to
      this right of first refusal within five (5) business days of its identification
      of the corporate opportunity, including its determination as to whether the
      corporate opportunity meets the Threshold Test. Any right of first refusal
      granted shall expire ninety (90) days from the date of the written notice,
      provided that, during such ninety (90)-day
      period, the Company has failed to commence discussions with any third party
      regarding a transaction.

    


    2.
      Term.
      This
      Agreement shall become effective on its execution and shall remain in effect
      for
      a period to expire upon the earlier of (i) the consummation by the Company
      of a Business Combination as defined in the Registration Statement or
      (ii) 24 months following the consummation of the Company’s offering (or 36
      months if the Company’s shareholders approve a proposal to extend the Company’s
      corporate existence by an additional 12 months) pursuant to the Registration
      Statement. 

    


    3.
      Notices.
      All
      notices or communications hereunder shall be in writing, addressed as
      follows:

    


    To
      the
      Company:

    


    Indas
      Green Acquisition Corporation

    Level
      30-31

    Six
      Battery Road

    Raffles
      Place

    Singapore
      049909

    Attn:
      Ashish Wadhwani

    


    with
      copies to:

     

    Ellenoff,
      Grossman & Schole LLP

    150
      East
      42nd
      Street,
      11th
      Floor

    New
      York,
      New York 10017

    Attn:
      Stuart Neuhauser, Esq. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    If
      to
      Mission:

    


    Mission
      Biofuels Ltd.

    8th
      Floor

    50
      St.
      Georges Terrace

    Perth

    Western
      Australia

    Attn:
      Arvind Bansal

     

    Any
      such
      notice or communication shall be delivered by hand or by courier or sent
      certified or registered mail, return receipt requested, postage prepaid,
      addressed as above (or to such other address as such party may designate in
      a
      notice delivered as described above), and the third business day after the
      actual date of mailing shall constitute the time at which notice was
      given.

    


    4.
      Severability.
      If any
      provision of this Agreement shall be declared to be invalid or unenforceable,
      in
      whole or in part, such invalidity or unenforceability shall not affect the
      remaining provisions hereof which shall remain in full force and
      effect.

    


    5.
      Assignment
      and Waiver.
      Neither
      this Agreement nor any rights or obligations hereunder shall be assignable
      or
      otherwise subject to hypothecation by any of the parties hereto. The failure
      of
      any of the parties hereto to at any time enforce any of the provisions of this
      Agreement shall not be deemed or construed to be a waiver of any such provision,
      nor to in any way effect the validity of this Agreement or any provision hereof
      or the right of any of the parties hereto to thereafter enforce each and every
      provision of this Agreement. No waiver of any breach, non-compliance or
      non-fulfillment of any of the provisions of this Agreement shall be effective
      unless set forth in a written instrument executed by the party or parties
      against whom or which enforcement of such waiver is sought; and no waiver of
      any
      such breach, non-compliance or non-fulfillment shall be construed or deemed
      to
      be a waiver of any other or subsequent breach, non-compliance or
      non-fulfillment.

     

    6.
      Amendment.
      This
      Agreement may only be amended by written agreement of the parties
      hereto.

    


    7.
      Survival.
      The
      respective rights and obligations of the parties hereunder shall survive any
      termination of this Agreement to the extent necessary to the intended
      preservation of such rights and obligations. The provisions of this Section 7
      are in
      addition to the survivorship provisions of any other section of this
      Agreement.

    


    8.
      Governing
      Law.
      This
      Agreement shall be construed, interpreted, and governed in accordance with
      the
      laws of the State of New York, without reference to rules relating to conflicts
      of law.

    


    9.
      Effect
      on Prior Agreements.
      This
      Agreement contains the entire understanding between the parties hereto and
      supersedes in all respects any prior or other agreement or understanding
      concerning the subject matter hereof between the Company and
      Mission.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    10.
      Counterparts.
      This
      Agreement may be executed in two or more counterparts (including by facsimile),
      each of which will be deemed an original, but all of which, taken together,
      shall be deemed one document

    


    11.
      Mutual
      Waiver of Jury Trial.
      BECAUSE
      DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
      QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
      PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
      PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
      APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST BENEFITS OF THE JUDICIAL SYSTEM,
      THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
      PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS
      AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

    


    12.
      Applicable
      Law.
      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 or rules
      would
      require or permit the application of the laws of another
      jurisdiction.

    


    13.
      Trust
      Waiver.
      Notwithstanding anything herein to the contrary, Mission hereby waives any
      and
      all right, title, interest or claim of any kind (“Claim”)
      in or
      to any distribution of the trust account (the “Trust
      Account”)
      in
      which the proceeds of the offering and the proceeds of the sale of the warrants
      issued to Mission will be deposited and held for the benefit of the public
      shareholders of the offering, as described in greater detail in the Registration
      Statement, and hereby agrees not to seek recourse, reimbursement, payment or
      satisfaction for any Claim against the Trust Account for any reason
      whatsoever.

    


     

    14.
      Third
      Party Beneficiaries.
      The
      parties hereto hereby acknowledge that the underwriters of the offering,
      including, without limitation, Chardan Capital Markets, LLC, are third party
      beneficiaries of this Agreement and this Agreement may not be modified or
      changed without the prior written consent of Chardan Capital Markets,
      LLC.

     

    [Signatures
      Follow on Next Page.]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Right of First Refusal
      and Corporate Opportunities Agreement as of the date first specified
      above.

     

    INDAS
      GREEN ACQUISITION CORPORATION

    

      
        	
                By:

              	
                /s/

              
	 	
                Name:

              	
                Ashish
                  Wadhwani

              
	 	
                Title:

              	
                Chief
                  Executive Officer

              
	 	 	 
	
                MISSION
                  BIOFUELS LTD.

              
	 	 	 
	
                By:

              	
                /s/

              
	 	
                Name:
                  

              	
                Arvind
                  Bansal

              
	 	
                Title:

              	
                Executive
                  Director