ex10-2.htm


    EXHIBIT
      10.2

    


    


    ODEON
      LIMITED

    Level
      Six

    One
      Cathedral Square

    Jules
      Koenig Street

    Port-Louis,
      Republic of Mauritius

    
 

    8th
      January
      2008

    


    India
      Globalization Capital, Inc.

    4336
      Montgomery Avenue Bethesda, 

    MD 20814

    


    Techni
      Bharathi Limited

    By
      pass
      road

    Edappally

    Kochi

    682
      024
      India

    


    


    Dear
      Sirs,

    


    Re:
      Share Purchase Agreement dated
21stday
      of September, 2007 (“Agreement”)
entered
      into between Odeon Limited
(“Seller”) and
IndiaGlobalization
      Capital, Inc. (“Buyer”) in respect of 5 million
      convertible preference shares in Techni Bharathi Limited(“TBL”
or
“the
      Company”)

    
       

    

    Unless
      otherwise expressly provided
      herein, all capitalised words and expressions used herein shall have the same
      meaning ascribed to them respectively under the Agreement.

    


    We
      refer to the above matter and in
      particular clause 4.1 of the Agreement which provides that the Completion Date
      shall be a date not later than 15 days from the fulfilment of the conditions
      precedent (as set out in clause 3.1 of the Agreement) and in any event shall
      not
      be later than 31stJanuary
      2008, unless mutually
      extended.

    


    At
      the Buyer’s request and the request
      of TBL, we are agreeable to extend the Completion Date to a date not later
      than
      30thApril
      2008, subject to and
      conditional upon the following:-

    


    
      	
              (1)  

            	
              that
                the Company and the Buyer
                shall agree that the proceeds payable by the Buyer to the Company
                for the
                subscription by the Buyer of the shares in the Company pursuant to
                the
                Share Subscription Agreement made between the Buyer, TBL and the
                Promoters
                shall be used to settle the indebtedness of TBL to SAAG RR Infra
                Limited
                (“SAAG”) in the sum of Rupees One crore sixty lakhs thirty four thousand
                seven hundred and fifty only (Rs 1,60,34,750/-) (“SAAG Debt”);(confirmed
                by Saag RR Infra Limited, attached as schedule 4 of amendment
                agreement)

            


    

    


    
      	
              (2)  

            	
              that
                we shall be entitled not to
                complete or to delay the completion of our sale of the Shares to
                the Buyer
                if the SAAG Debt has not been fully settled by TBL.

            


    

    


    


    
      	
              (3)  

            	
              that
                the extension to 30thApril
                2008 shall be the
                final extension and in the event that the Agreement is not completed
                by
                then, we shall be entitled to terminate the Agreement without liability
                to
                you and we shall further be entitled to covert the Shares into ordinary
                shares in TBL;

            


    

    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Please
      confirm that you are agreeable to
      the matters set out in (1) to (3) [both inclusive] above. If you are so
      agreeable, please sign at the relevant places below and return to us
      thereafter.  Please note that our extension of the Completion Date is
      subject to your agreement of the above and our receiving from you the duly
      signed acknowledgement hereof.

    


    


    Yours
      faithfully,

    ODEON
      LIMITED

    


    


    


    Ben
      Lim Choon Kee

    


    


    


    We,
India
      Globalization Capital,
      Inc. and Techni Bharathi Limited
      hereby confirm our agreement to the matters set out in this
      letter.

    


    


    


    _______________________________________

    India
      Globalization Capital, Inc.

    Ram
      Mukunda

    CEO

    


    


    


    


    _______________________________________

    Techni
      Bharathi Limited

    Jortin
      Antony

    Managing
      Director