ex4-2.htm


    
      Exhibit
        4.2

       

      AMENDMENT
        TO

    

    
      UNIT
        PURCHASE OPTIONS

    

    
      


    

    
      This
        AMENDMENT TO UNIT PURCHASE OPTIONS
        (this ‘‘Amendment’’), dated January 4, 2008, is made by and between India
        Globalization Capital, Inc. (the ‘‘Company’’) and Ferris, Baker Watts,
        Incorporated (‘‘FBW’’).

    

    
      


    

    
      WHEREAS,
        the Company initially issued
        that certain Unit Purchase Option, dated March 8, 2006 (the ‘‘Initial Unit
        Purchase Option’’) to FBW in connection with the Company’s initial public
        offering; and

    

    
      


    

    
      WHEREAS,
        in January 2007 FBW tendered
        the Initial Unit Purchase Option to the Company for reissuance to a number
        of
        holders (the “Holders”), and the Company issued those certain Unit Purchase
        Options listed on Schedule
        1(the “Replacement Unit
        Purchase Options”) to the holders set forth on Schedule 1; and

    

    
      


    

    
      WHEREAS,
        the Replacement Unit Purchase
        Options provide that they may be amended by the Company and FBW without
        the approval of the Holders thereof in order to cure any ambiguity, to correct
        or supplement any provision contained therein that may be defective or
        inconsistent with any other provisions therein, or to make any other provisions
        in regard to matters or questions arising hereunder that the Company and
        FBW may
        deem necessary or desirable and that the Company and FBW deem shall not
        adversely affect the interest of the Holders; and.

    

    
      


    

    
      WHEREAS,
        the parties hereto have agreed
        that the Replacement Unit Purchase Options be amended as set forth herein
        to
        clarify the understanding between the parties with respect to the terms of
        the
        Initial Unit Purchase Option effective as of the date of their issuance and
        have
        determined that such amendments shall not adversely affect the interest
        of the Holders.

    

    
      


    

    
      NOW,
        THEREFORE, in consideration of the
        premises and of the agreements contained herein, the parties hereto hereby
        agree
        as follows:

    

    
      


    

    
      1.    The
        Replacement Unit Purchase Options are hereby amended by adding the following
        new
        Section 5.1.3 to such Unit Purchase Options:

    

    
      


    

    
      ”5.1.3.
No
        Cash Settlement
        Option. The Company is only required to use its best efforts to cause a
        registration statement covering issuance of the Registrable Securities to
        be
        declared effective, and once effective, only to use its best efforts to maintain
        the effectiveness of the registration statement. The Company will not be
        obligated to deliver any Registrable Securities, and there are no contractual
        penalties for failure to deliver any such securities, if a registration
        statement is not effective at the time of exercise. The failure or inability
        of
        the Company to maintain the effectiveness of such registration statement
        shall
        not in any way prevent the expiration of this Purchase Option on the Expiration
        Date. Additionally, in no event is the Company obligated to settle any Purchase
        Option, in whole or in part, for cash.”

    

    
      


    

    
      2.    Section
        5.3 of
        the Replacement Unit Purchase Options is hereby deleted in its entirety and
        replaced by the following:

    

    
      


    

    
      “ 5.3
Damages.
Intentionally
        omitted.”

    

    
      


    

    
      3.    Upon
        the due
        execution and delivery of this Amendment by the parties hereto, on and after
        the
        date hereof each reference in the Replacement Unit Purchase Options to this
        ‘‘Purchase Option’’, ‘‘hereunder’’, ‘‘hereof’’, ‘‘herein’’ or words of like
        import referring to the Replacement Unit Purchase Options shall mean and
        be a
        reference to the Replacement Unit Purchase Options, as amended hereby. Except
        as
        specifically amended above, the Replacement Unit Purchase Options shall remain
        in full force and effect and is hereby ratified and confirmed.

    

    
      


    

    
      4.    This
        Amendment
        may be executed in one or more counterparts, and by the different parties
        hereto
        in separate counterparts, each of which shall be deemed to be an original,
        but
        all of which taken together shall constitute one and the same agreement,
        and
        shall become effective when one or more counterparts has been signed by each
        of
        the parties hereto and delivered to each of the other parties hereto.

    

    


    [SIGNATURE
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    IN
      WITNESS WHEREOF, the
      parties have executed this AMENDMENT TO UNIT PURCHASE OPTIONS as of the date
      first set forth above.

    
      


    

    
      


    

    
      INDIA
        GLOBALIZATION CAPITAL, INC.

    

    
      


    

    
      


    

    
      By:  /s/
        Ram Mukunda___________________

    

    
              Name:
        Ram Mukunda

    

    
        
              Title:  President

    

    
      


    

    
       

    

    
      FERRIS,
        BAKER WATTS, INCORPORATED

    

    
      


    

    
      


    

    
      By:  /s/
        Scott T. Bass_______________

    

    
              Name:
        Scott T. Bass

    

    
                Title:
        Vice President

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    
       

      Schedule
        1

    

    
      


    

    
      


    

    
      	
              Holder

            	
              UPO
                Units

            
	
              Ferris,
                Baker Watts, Incorporated

            	
              151,250

            
	
              Richard
                K. Prins

            	
              71,250

            
	
              Scott
                T. Bass

            	
              22,500

            
	
              Christopher
                A. Freeman

            	
              15,000

            
	
              Craig
                A. Ascari

            	
              15,000

            
	
              Merriman
                Curhan Ford & Co.

            	
              35,000

            
	
              JDA
                Investment Management LLC

            	
              15,000

            
	
              Ladenburg
                Thalmann & Co. Inc.

            	
              175,000