Unassociated Document


    PROMISSORY
      NOTE 

    


    
      	
              $85,116.00

            	
              As
                of March 1, 2006

            


    

    


     

    WHEREAS,
      Phoenix India Acquisition Corp. (the “Maker”) was extended loans in the
      principal amounts of (i) $50,000.00, pursuant to a promissory note dated as
      of
      August 16, 2005 (the “August Note”), and (ii) $7,814.00, pursuant to a
      promissory note dated as of January 3, 2006 (the “January Note”), by Rohit
      Phansalkar (“Payee”), which loans remain fully outstanding as of the date hereof
      (the “Outstanding Loans”); and

     

    WHEREAS,
      in connection with certain changes to the terms of the Maker’s initial public
      offering, Payee desires to (i) amend and restate the terms of each of the August
      Note and the January Note in their entirety with the terms described herein
      and
      (ii) extend an additional loan in principal amount of $27,302.00 to the
      Maker.

     

    NOW,
      THEREFORE, In consideration of the mutual promises, covenants and conditions
      hereinafter set forth, the parties hereto agree as follows:

    


    1. Amendment
      and Restatement of Outstanding Loans.
      The
      Payee hereby agrees that the terms of the January Note and the August Note
      are
      hereby amended and restated by the terms of this Note.

    


    2. Repayment.
      The
      Maker promises to pay to the order of the Payee the aggregate principal sum
      of
      Eighty Five Thousand One Hundred Sixteen Dollars ($85,116.00) in lawful money
      of
      the United States of America, together with interest on the unpaid principal
      balance of such amount, on the terms and conditions described
      herein.

    


    3. Principal.
      The
      principal balance of this Note shall be repayable upon the consummation of
      a
      Business Combination (as defined below) or earlier solely upon the release
      of
      interest in excess of $750,000.00 earned on the trust account (net of taxes
      payable) to the Maker pursuant to the terms of the Investment Management Trust
      Agreement to be entered into between the Maker and American Transfer and Trust
      Company upon the closing of the Maker’s initial public offering. A “Business
      Combination” shall mean the acquisition by the Maker, whether by merger, capital
      stock exchange, asset or stock acquisition or other similar type of transaction,
      of an operating business.

    


    4. Interest.

    


    (a) All
      interest having accrued under the August Note and January Note as of the date
      hereof shall be incorporated into this Note and shall be deemed to be
      outstanding interest under this Note. 

    


    (b) Interest
      shall accrue at the rate of 4% annually (non-compounded) on the unpaid principal
      balance of this Note.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5. Application
      of Payments.
      All
      payments shall be applied first to payment in full of any costs incurred in
      the
      collection of any sum due under this Note, including (without limitation)
      reasonable attorneys’ fees, then to the payment of any accrued interest and
      finally to the reduction of the unpaid principal balance of this Note.


    


    6. Events
      of Default.
      The
      following shall constitute Events of Default: 

    


    (a) Failure
      to Make Required Payments.
      Failure
      by Maker to pay the aggregate principal of, or accrued interest on, this Note
      within five (5) business days following the date when due. 

    


    (b) Voluntary
      Bankruptcy, etc.
      The
      commencement by Maker of a voluntary case under the Federal Bankruptcy Code,
      as
      now constituted or hereafter amended, or any other applicable federal or state
      bankruptcy, insolvency, reorganization, rehabilitation or other similar law,
      or
      the consent by it to the appointment of or taking possession by a receiver,
      liquidator, assignee, trustee, custodian, sequestrator (or other similar
      official) of Maker or for any substantial part of its property, or the making
      by
      it of any assignment for the benefit of creditors, or the failure of Maker
      generally to pay its debts as such debts become due, or the taking of corporate
      action by Maker in furtherance of any of the foregoing. 

    


    (c) Involuntary
      Bankruptcy, etc.
      The
      entry of a decree or order for relief by a court having jurisdiction in the
      premises in respect of maker in an involuntary case under the Federal Bankruptcy
      Code, as now or hereafter constituted, or any other applicable federal or state
      bankruptcy, insolvency or other similar law, or appointing a receiver,
      liquidator, assignee, custodian, trustee, sequestrator (or similar official)
      of
      Maker or for any substantial part of its property, or ordering the winding-up
      or
      liquidation of the affairs of Maker, and the continuance of any such decree
      or
      order unstayed and in effect for a period of 60 consecutive days. 

    


    7. Remedies.

    


    (a) Upon
      the
      occurrence of an Event of Default specified in Section 4(a), Payee may, by
      written notice to Maker, declare this Note to be due and payable, whereupon
      the
      principal amount of this Note, and all other amounts payable thereunder, shall
      become immediately due and payable without presentment, demand, protest or
      other
      notice of any kind, all of which are hereby expressly waived, anything contained
      herein or in the documents evidencing the same to the contrary notwithstanding.
      

    


    (b) Upon
      the
      occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
      unpaid principal balance of, and all other sums payable with regard to, this
      Note shall automatically and immediately become due and payable, in all cases
      without any action on the part of Payee. 

    


    8. Waivers.
      Maker
      and all endorsers and guarantors of, and sureties for, this Note waive
      presentment for payment, demand, notice of dishonor, protest, and notice of
      protest with regard to the Note, all errors, defects and imperfections in any
      proceedings instituted by Payee under the terms of this Note, and all benefits
      that might accrue to Maker by virtue of any present or future laws exempting
      any
      property, real or personal, or any part of the proceeds arising from any sale
      of
      any such property, from attachment, levy or sale under execution, or providing
      for any stay of execution, exemption from civil process, or extension of time
      for payment; and Maker agrees that any real estate that may be levied upon
      pursuant to a judgment obtained by virtue hereof, on any writ of execution
      issued hereon, may be sold upon any such writ in whole or in part in any order
      desired by Payee. 

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    9. Unconditional
      Liability.
      Maker
      hereby waives all notices in connection with the delivery, acceptance,
      performance, default, or enforcement of the payment of this Note, and agrees
      that its liability shall be unconditional, without regard to the liability
      of
      any other party, and shall not be affected in any manner by any indulgence,
      extension of time, renewal, waiver or modification granted or consented to
      by
      Payee, and consents to any and all extensions of time, renewals, waivers, or
      modifications that may be granted by Payee with respect to the payment or other
      provisions of this Note, and agrees that additional makers, endorsers,
      guarantors, or sureties may become parties hereto without notice to them or
      affecting their liability hereunder. 

    


    10. Notices.
      Any
      notice called for hereunder shall be deemed properly given if (i) sent by
      certified mail, return receipt requested, (ii) personally delivered, (iii)
      dispatched by any form of private or governmental express mail or delivery
      service providing receipted delivery, (iv) sent by telefacsimile or (v) sent
      by
      e-mail, to the following addresses or to such other address as either party
      may
      designate by notice in accordance with this Section: 

    


    If
      to
      Maker: 

    


    Phoenix
      India Acquisition Corp. 

    645
      Madison Avenue, 12th
      Floor

    New
      York,
      NY 10022

    Attn.:
      Raju Panjwani, Chairman 

    


    If
      to
      Payee: 

    


    Rohit
      Phansalkar

    Phoenix
      Capital Partners LLC

    645
      Madison Avenue, 12th
      Floor

    New
      York,
      NY 10022

    


     

    Notice
      shall be deemed given on the earlier of (i) actual receipt by the receiving
      party, (ii) the date shown on a telefacsimile transmission confirmation, (iii)
      the date on which an e-mail transmission was received by the receiving party’s
      on-line access provider (iv) the date reflected on a signed delivery receipt,
      or
      (vi) two (2) Business Days following tender of delivery or dispatch by express
      mail or delivery service. 

    


    11. Construction.
      This
      Note shall be construed and enforced in accordance with the domestic, internal
      law, but not the law of conflict of laws, of the State of New York.


    


    12. Severability.
      Any
      provision contained in this Note which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction. 

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
      Note to be duly executed by its President, Chief Strategy Officer and Director
      the day and year first above written. 

     

    
      	 	 	 
	 	PHOENIX
              INDIA
              ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	/s/ 
Ramesh
              Akella
	 	
              
Name: Ramesh
              Akella
	 	
              Title: 
President,
                Chief Strategy Officer and Director

            


    

     

     

    
      
        
        

      

      
        4