INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     
      

    This
      Agreement is made as of _________, 2006 by and between Phoenix India Acquisition
      Corp. (the “Company”) and American Stock Transfer & Trust Company
      (“Trustee”). 

     
      

    WHEREAS,
      the Company’s Registration Statement on Form S-1, No. 333-128008 (“Registration
      Statement”), for its initial public offering of securities (“IPO”) has been
      declared effective as of the date hereof by the Securities and Exchange
      Commission (“Effective Date”); and 

     
      

    WHEREAS,
      the
      Company
      has
      agreed to issue securities in a private placement that will occur immediately
      prior to the IPO (the "Placement"); and

    


    WHEREAS,
      Rodman & Renshaw, LLC (“Rodman”) is acting as the representative of the
      underwriters in the IPO; and 

     
      

    WHEREAS,
      as described in the Company’s Registration Statement, and (i) in accordance with
      the Company’s Certificate of Incorporation $__________ of the net proceeds of
      the IPO ($__________ if the underwriters’ over-allotment option is exercised in
      full), (ii) in accordance with the Private Placement Unit Agreement, dated
      ________ __, 2006, among the Company, Rodman and certain purchasers, $750,000
      of
      the gross proceeds of the Placement and (iii) in accordance with the
      Underwriting Agreement, dated _________ __, 2006 between the Company and Rodman,
      as representative of the underwriters, an additional $____________________
      ($_______________ if the underwriters’ over-allotment option is exercised in
      full), representing a portion of the underwriters’ discount (the “Contingent
      Discount”) which Rodman , on behalf of the underwriters, has agreed to deposit
      into the Trust Account (as defined below), will be delivered to the Trustee
      to
      be deposited and held in a trust account for the benefit of the Company and
      the
      holders of the Company’s common stock, par value $.0001 per share, of the
      Company (“Common Stock”) included in the units of the Company’s securities
      issued in the IPO (the amount to be delivered to the Trustee will be referred
      to
      herein as the “Property,” the stockholders for whose benefit the Trustee shall
      hold the Property will be referred to as the “Public Stockholders,” and the
      Public Stockholders Rodman and the Company will be referred to together as
      the
“Beneficiaries”); and in the event the securities offered in the IPO are
      registered in Colorado, pursuant to Section 11-51-302(6) of the Colorado Revised
      Statutes (the “CRS”). A copy of Section 11-51-302(6) of the CRS is attached
      hereto and made a part hereof; and 

     
      

    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the Property;
      and


     
      

    NOW,
      THEREFORE, IT IS AGREED: 

     
      

    1. 
      Agreements
      and Covenants of Trustee .
      The
      Trustee hereby agrees and covenants to: 

     
      

    (a)
       Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement, including without limitation, the terms of Section 11-51-302(6)
      of
      the CRS, in a segregated trust account (“Trust Account”) established by the
      Trustee at a branch of JP Morgan Chase NY Bank selected by the Trustee;


     
      

    (b)
       Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein; 

     
      

    (c)
       In
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in any “Government Security.” As used herein, Government Security means
      any Treasury Bill issued by the United States, having a maturity of 180 days
      or
      less or in
      any open
      ended investment company registered under the Investment Company Act of 1940
      that holds itself out as a money market fund meeting the conditions of
      paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated under the
      Investment Company Act of 1940;
      

     
      

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d)
       Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,” as such term is used herein; 

     
      

    (e)
       Notify
      the Company and Rodman of all communications received by it with respect to
      any
      Property requiring action by the Company; 

     
      

    (f)
       Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of the tax returns for the Trust
      Account; 

     
      

    (g)
       Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company and/or
      Rodman to do so; 

     
      

    (h)
       Render
      to
      the Company and to Rodman, and to such other person as the Company may instruct,
      monthly written statements of the activities of and amounts in the Trust Account
      reflecting all receipts and disbursements of the Trust Account; and


     
      

    (i)
       As
      of the
      date of the consummation of a business combination (“Business Combination”),
      commence liquidation of the Trust Account upon receipt of the Officers’
Certificate signed by the Chairman or President and the Chief Financial
      Officer in accordance with the terms of a letter (“Termination Letter”), in a
      form substantially similar to that attached hereto as Exhibit
      A or
      Exhibit
      B,
      signed
      on behalf of the Company by its Chairman or President and complete the
      liquidation of the Trust Account and distribute the Property in the Trust
      Account only as directed in the Termination Letter and the other documents
      referred to therein. The Trustee understands and agrees that disbursements
      from
      the Trust Account shall be made only pursuant to a duly executed Termination
      Letter, together with the other documents referenced herein, including, without
      limitation, an independently certified oath and report of inspector of election
      in respect of the shareholder vote in favor of the Business Combination. In
      all
      cases, the Trustee shall provide Rodman with a copy of any Termination Letters,
      Officers’ Certificates and/or any other correspondence that it receives with
      respect to any proposed withdrawal from the Trust Account promptly after it
      receives same; and 

     
      

    (j)
       As
      of the
      date 18 months from the date of this Agreement (the “LOI Termination Date”) (or
      24 months from the date hereof in the event the Company has executed the Letter
      of Intent (defined below) prior to the LOI Termination Date but failed to
      consummate a Business Combination (“Second Termination Date”), commence
      liquidation of the Trust Account. The Trustee, upon consultation with the
      Company and Rodman, shall deliver a notice to Public Stockholders of record
      as
      of the LOI Termination Date or Second Termination Date, whichever the case
      may
      be, by U.S. mail or via the Depository Trust Company (“DTC”), within five days
      of the LOI Termination Date or Second Termination Date, to notify the Public
      Stockholders of such event and take such other actions as it may deem necessary
      to inform the Beneficiaries. The Trustee shall deliver to each Public
      Stockholder its ratable share of the Property against satisfactory evidence
      of
      delivery of the stock certificates by the Public Stockholders to the Company
      through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise
      presented to the Trustee. Notwithstanding the foregoing, if the Trustee receives
      a bona fide, executed letter of intent or engagement letter (the “Letter of
      Intent”) for a Business Combination prior to the LOI Termination Date
      accompanied by an Officers’ Certificate as described in Section 3(e) hereof,
      then the Trustee shall forego or suspend any liquidation of the Trust Account
      until the earlier of a Business Combination or the Second Termination Date.
      

     
      

    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    2.
      Limited
      Distributions of Income on Property .
      

    


    (a) Upon
      receipt by the Trustee of an Officer’s Certificate signed by either of the
      Chairman of the Board or President and Chief Financial Officer of the Company
      certifying as true, accurate and complete a copy of any tax return required
      to
      be filed on behalf of the Trust Account in respect of income earned on the
      Property held therein, the Trustee shall deliver to the Company for submission
      to the appropriate taxing authority a check made payable to the order of such
      taxing authority in the amount required to pay such taxes; provided
      ,
      however
      ,
      that in
      no event shall the aggregate amount of all checks issued to taxing authorities
      pursuant to this Section 2(a) exceed the income in respect of which such taxes
      are due and owing. 

    


    (b)
       Upon
      one
      or more written requests from the Company, which may be given not more than
      once
      in any calendar month period, the Trustee shall distribute to the Company
      interest earned on the Trust Account, net of taxes payable, up to a maximum
      of
      $[1,250,000]. The distributions requested by the Company may be for any amount,
      provided that (i) in the aggregate, all distributions under this Section 2(b)
      may not exceed $[1,250,000] and (ii) that such distributions may only be made
      if
      and to the extent that interest has been earned on the amount initially
      deposited into the Trust Account. 

    


    (c) Except
      as
      provided in Sections 2(a) and 2(b) above, no other distributions from the Trust
      Account shall be permitted except in accordance with Sections 1(i) and 1(j)
      hereof. 

     
      

    3.
      Agreements
      and Covenants of the Company .
      The
      Company hereby agrees and covenants to: 

     
      

    (a)
       Provide
      all instructions to the Trustee hereunder in writing, signed by the Company’s
      Chairman, President or Chief Financial Officer. In addition, except with respect
      to its duties under paragraph 1(i) and (j) above, the Trustee shall be entitled
      to rely on, and shall be protected in relying on, any verbal or telephonic
      advice or instruction which it in good faith believes to be given
      by
      any one of the persons authorized above to give written instructions, provided
      that the Company and/or Rodman shall promptly confirm such instructions in
      writing; and 

     
      

    (b)
       Hold
      the
      Trustee harmless and indemnify the Trustee from and against any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee’s
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this paragraph, it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
      right to conduct and manage the defense against such Indemnified Claim,
      provided, that the Trustee shall obtain the consent of the Company with respect
      to the selection of counsel, which consent shall not be unreasonably withheld.
      The Company may participate in such action with its own counsel; and


     
      

    (c)
       Pay
      the
      Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it
      being expressly understood that the Property shall not be used to pay such
      fee).
      The Company shall pay the Trustee the initial acceptance fee and first year’s
      fee at the consummation of the IPO and thereafter on the anniversary of the
      Effective Date. The Trustee shall refund to the Company the fee (on a pro rata
      basis) with respect to any period after the liquidation of the Trust Fund.
      The
      Company shall not be responsible for any other fees or charges of the Trustee
      except as may be provided in Section 2(b) hereof (it being expressly understood
      that the Property shall not be used to make any payments to the Trustee under
      such section); and 

     
      

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (d)
       In
      the
      event that the Company consummates a Business Combination and the Trust Account
      is liquidated in accordance with Section 1(i) hereof, the Trustee or another
      independent party designated by Rodman shall act as the inspector of election
      to
      certify the results of the shareholder vote; and 

     

    (e)
       The
      Officers’ Certificate referenced in Sections 1(i) and (j) hereof shall require
      the Chairman or President and Chief Financial Officer of the Company to each
      certify the following (wherever applicable): (1) prior to the LOI Termination
      Date, the Company has entered into a bona fide Letter of Intent with a target
      business; and/or (2) prior to the LOI Termination Date, the Company has entered
      into a Business Combination with a target business, the terms of which are
      consistent with the requirements set forth in the Registration Statement; and/or
      (3) prior to the Second Termination Date, the Company has entered into a
      Business Combination with a target business, the terms of which are consistent
      with the requirements set forth in the Registration Statement; and (4) the
      Board
      of Directors (the “Board”) pursuant to the unanimous written consent of the
      Board has approved (where applicable): (i) the Business Combination; and/or
      (ii)
      Letter of Intent. A copy of such consent shall be attached as an exhibit to
      the
      Officers’ Certificate. 

     
      

    4.
      Limitations
      of Liability .
      The
      Trustee shall have no responsibility or liability to: 

     
      

    (a)
       Take
      any
      action with respect to the Property, other than as directed in Section 1 hereof
      and the Trustee shall have no liability to any party except for liability
      arising out of its own gross negligence or willful misconduct; 

     
      

    (b)
       Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received written instructions
      from the Company given as provided herein to do so and the Company shall have
      advanced or guaranteed to it funds sufficient to pay any expenses incident
      thereto; 

     
      

    (c)
       Change
      the investment of any Property, other than in compliance with Section 1(c);
      

     
      

    (d)
       Refund
      any depreciation in principal of any Property; 

     
      

    (e)
       Assume
      that the authority of any person designated by the Company and Rodman to give
      written instructions hereunder shall not be continuing unless provided otherwise
      in such designation, or unless the Company and Rodman shall have delivered
      a
      written revocation of such authority to the Trustee; 

     
      

    (f)
       The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee may rely conclusively and shall be protected in acting upon any
      order, notice, demand, certificate, opinion or advice of counsel (including
      counsel chosen by the Trustee), statement, instrument, report or other paper
      or
      document (not only as to its due execution and the validity and effectiveness
      of
      its provisions, but also as to the truth and acceptability of any information
      therein contained) which is believed by the Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto; 

     
      

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (g)
       Verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement, unless an officer
      of the Trustee has actual knowledge thereof, written notice of such event is
      sent to the Trustee or as otherwise required under Section 1(i) hereof;
      and

     
      

    (h)
       Pay
      any
      taxes on behalf of the Trust Account (it being expressly understood that the
      Property shall not be used to pay any such taxes and that such taxes, if any,
      shall be paid by the Company from funds not held in the Trust Account).


     
      

    5.
      Certain
      Rights Of Trustee .
      

     
      

    (a)
       Before
      the Trustee acts or refrains from acting, it may require an Officers’
Certificate or opinion of counsel or both. The Trustee shall not be liable
      for
      any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or opinion of counsel. The Trustee may consult with counsel and
      the
      advice of such counsel or any opinion of counsel shall be full and complete
      authorization and protection from liability in respect of any action taken,
      suffered or omitted by it hereunder in good faith and in reliance thereon.
      

     
      

    (b)
       The
      Trustee may act through its attorneys and agents and shall not be responsible
      for the misconduct or negligence of any agent appointed with due care.


     
      

    (c)
       The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith that it believes to be authorized or within the rights or powers conferred
      upon it by this Agreement. 

     
      

    (d)
       The
      Trustee shall not be responsible for and makes no representation as to the
      validity or adequacy of this Agreement; it shall not be accountable for the
      Company’s use of the proceeds from the Trust Account. Notwithstanding the
      effective date of this Agreement or anything to the contrary contained in this
      Agreement, the Trustee shall have no liability or responsibility for any act
      or
      event relating to this Agreement or the transactions related thereto which
      occurs prior to the date of this Agreement, and shall have no contractual
      obligations to the Beneficiaries until the date of this Agreement. 

     
      

    6.
      Termination
      .
      This
      Agreement shall terminate as follows: 

     
      

    (a)
       If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided, however, that, in the event
      that the Company does not locate a successor trustee within ninety days of
      receipt of the resignation notice from the Trustee, the Trustee may submit
      an
      application to have the Property deposited with the United States District
      Court
      for the Southern District of New York and upon such deposit, the Trustee shall
      be immune from any liability whatsoever that arises due to any actions or
      omissions to act by any party after such deposit; 

     
      

    (b)
       At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of Section 1(i) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Section 2(b) hereof; or


     
      

    (c)
       On
      such
      date after ________ __, 2008 when the Trustee deposits the Property with the
      United States District Court for the Southern District of New York in the event
      that, prior to such date, the Trustee has not received a Termination Letter
      from
      the Company pursuant to Section 1(i) or (j) hereof. 

     
      

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    7.
      Miscellaneous
      .
      

     
      

    (a)
       The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth below with respect to funds transferred from
      the
      Trust Account. Upon receipt of written instructions, the Trustee will confirm
      such instructions with an Authorized Individual at an Authorized Telephone
      Number listed on the attached Exhibit
      C .
      The
      Company and the Trustee will each restrict access to confidential information
      relating to such security procedures to authorized persons. Each party must
      notify the other party immediately if it has reason to believe unauthorized
      persons may have obtained access to such information, or of any change in its
      authorized personnel. In executing funds transfers, the Trustee will rely upon
      account numbers or other identifying numbers of a beneficiary, beneficiary’s
      bank or intermediary bank, rather than names. The Trustee shall not be liable
      for any loss, 

    liability
      or expense resulting from any error in an account number or other identifying
      number, provided it has accurately transmitted the numbers provided.


     
      

    (b)
       This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflict of laws. It
      may
      be executed in several counterparts, each one of which shall constitute an
      original, and together shall constitute but one instrument. 

    


    (c)
       This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. This Agreement or any provision
      hereof may only be changed, amended or modified by a writing signed by each
      of
      the parties hereto; provided, however, that no such change, amendment or
      modification may be made without the prior written consent of Rodman, who,
      along
      with the other underwriters, the parties specifically agree, are and shall
      be
      third party beneficiaries for purposes of this Agreement; and provided further,
      any amendment to Section 1(j) shall require the consent of all of the Public
      Stockholders. As to any claim, cross-claim or counterclaim in any way relating
      to this Agreement, each party waives the right to trial by jury. 

     
      

    (d)
       The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the State or County of New York for purposes of resolving
      any
      disputes hereunder. 

     
      

    (e)
       Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission: 

     
      

    if
      to the
      Trustee, to: 

     
      

    American
      Stock Transfer & Trust Company 

    59
      Maiden
      Lane 

    New
      York,
      New York 10038 

    Attn:
      Compliance Department 

    Fax
      No.:
      (212) ___________ 

     
      

    if
      to the
      Company, to: 

     
      

    Phoenix
      India Acquisition Corp. 

    645
      Madison Avenue 

    12th
      Floor 

    New
      York,
      NY 10022 

    Attn:
      Ramesh Akella, President and Chief Strategy Officer 

    Fax
      No.:
      (212) 371-1302 

     
      

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    in
      either
      case with a copy to: 

     
      

    Rodman
      & Renshaw, LLC 

    1270
      Avenue of the Americas, 16th Floor 

    New
      York,
      New York 10020 

    Attn:
      Thomas Pinou, CFO 

    Fax
      No.:
      (212) ___________ 

     
      

    and
      

     
      

    Gersten
      Savage LLP 

    600
      Lexington Avenue 

    New
      York,
      New York 10022 

    Attn:
      Arthur S. Marcus, Esq. 

    Fax
      No.:
      (212) 813-9768 

     
      

    and
      

     
      

    Loeb
      & Loeb LLP 

    345
      Park
      Avenue 

    New
      York,
      New York 10154 

    Attn:
      Mitchell S. Nussbaum, Esq. 

    Fax
      No.:
      (212) 407-4990 

     
      

    (f)
       This
      Agreement may not be assigned by the Trustee without the prior written consent
      of the Company. 

     
      

    (g)
       Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance. 

     
      

    -  Signature
      page immediately follows  - 

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above. 

     
      

    
      	
               
                

            	
               
                

            	
               
                

            
	
               
                

            	
              AMERICAN
                STOCK TRANSFER & TRUST 

              COMPANY,
                as Trustee 

            
	
               
                

               
                

            	
               
                

               
                

            	
               
                

               
                

            
	
               
                

            	
              By:  
                

            	
               
                

            
	
               
                

            	
              
                

              

              Name:
                

            
	
               
                

            	
              Title:
                

            


    

     
      

    
      	
               
                

            	
               
                

            	
               
                

            
	
               
                

            	
              PHOENIX
                INDIA ACQUISITION CORP. 

            
	
               
                

               
                

            	
               
                

               
                

            	
               
                

               
                

            
	
               
                

            	
              By:  
                

            	
               
                

            
	
               
                

            	
              
                
Name:
                

            
	
               
                

            	
              Title:
                

            


    

     
      

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     
      

    EXHIBIT
      A 

     

    [Letterhead
      of Company] 

     
      

    [Insert
      date] 

     
      

    American
      Stock Transfer 

    &
      Trust Company 

    59
      Maiden
      Lane 

    New
      York,
      New York 10038 

    Attn:
      

     
      

    
      	
            	Re:	
              Trust
                Account No. [ ] Termination Letter


            


    

     
      

    Gentlemen:
      

     
      

    Pursuant
      to Section 1(i) of the Investment Management Trust Agreement between Phoenix
      India Acquisition Corp. (“Company”) and American Stock Transfer & Trust
      Company (“Trustee”), dated as of __________, 2006 (“Trust Agreement”), this is
      to advise you that the Company has entered into an agreement (“Business
      Agreement”) with __________________ (“Target Business”) to consummate a business
      combination with Target Business (“Business Combination”) on or about [insert
      date]. The Company shall notify you at least 48 hours in advance of the actual
      date of the consummation of the Business Combination (“Consummation Date”) and
      shall provide you with an Officers’ Certificate in accordance with Sections 1(i)
      and 2(e) of the Trust Agreement. Capitalized terms used herein and not otherwise
      define shall have the meaning ascribed to them in the Trust Agreement.


     
      

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of funds held in the Trust Account will be immediately
      available for transfer to the account or accounts that the Company and Rodman
      shall direct on the Consummation Date. 

     
      

    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that (a) the Business Combination has been consummated, and (b)
      the
      provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have been met,
      to
      the extent applicable; (ii) the Company shall deliver along with the oath and
      report of inspector of election certified by an independent inspector which
      may
      be the Trustee or as otherwise appointed by Rodman (collectively, the “Report”);
      and (iii) the Company and Rodman shall deliver to you joint written instructions
      with respect to the transfer of the funds, including the Contingent Discount,
      held in the Trust Account (“Instructions”). You are hereby directed and
      authorized to transfer the funds held in the Trust Account immediately upon
      your
      receipt of the counsel’s letter, the Report, evidence of delivery of the Stock
      Certificates, the Officers’ Certificate and the Instructions, in accordance with
      the terms of the Instructions. Notwithstanding the foregoing, upon verification
      of receipt by you of the Instructions, we hereby agree and acknowledge that
      the
      Property in the Trust Account shall be distributed as follows: (1) first, to
      Rodman by wire transfer (or as otherwise directed by Rodman) in immediately
      available funds, the aggregate amount of $__________ (or $____________ as
      applicable) plus any interest accrued thereon; and (2) thereafter, to any other
      Beneficiary in accordance with the terms of the Instructions. In the event
      that
      certain deposits held in the Trust Account may not be liquidated by the
      Consummation Date without penalty, you will notify the Company and Rodman of
      the
      same and the Company and, if the amount set forth in clause (1) shall not have
      been paid in full, Rodman, shall issue joint written instructions directing
      you
      as to whether such funds should remain in the Trust Account and distributed
      after the Consummation Date to the Company and/or Rodman. Upon the distribution
      of all the funds in the Trust Account pursuant to the terms hereof, the Trust
      Agreement shall be terminated. 

     
      

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice. 

     
      

     
      

    
      	
               
                

            	
               
                

            	
               
                

            
	
               
                

            	
              Very
                truly yours,   

            
	
               
                

            	
               
                

            
	
               
                

            	
              PHOENIX
                INDIA ACQUISITION CORP. 

            
	
               
                

               
                

            	
               
                

               
                

            	
               
                

               
                

            
	
               
                

            	
              By:  
                

            	
               
                

            
	
               
                

            	
              
                
Name:
                

            
	
               
                

            	
              Title: 
                

            


    

    


    
      	
               
                

            	
               
                

            	
               
                

            
	
               
                

               
                

            	
               
                

               
                

            	
               
                

               
                

            
	
               
                

            	
              By:  
                

            	
               
                

            
	
               
                

            	
              
                
Name:
                

            
	
               
                

            	
              Title: 
                

            


    

     
      

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


     EXHIBIT
      B 

     

    [Letterhead
      of Company] 

     
      

    [Insert
      date] 

    


     American
      Stock Transfer 

    &
      Trust Company

    59
      Maiden
      Lane 

    New
      York,
      New York 10038

    Attn:
      

    


    
      	
            	Re:	
              Trust
                Account No. [ ] Termination
                Letter

            


    

    


    Gentlemen:

    


    Pursuant
      to Section 1(i) of the Investment Management Trust Agreement between Phoenix
      India Acquisition Corp. (“Company’) and American Stock
      Transfer
& Trust Company (‘Trustee’), dated as of __________ ,
      2006
      (‘Trust Agreement’), this is to advise you that the Board of Directors of the
      Company has voted to dissolve the Company and liquidate the Trust Account (as
      defined in the Trust Agreement). Attached hereto is a copy of the minutes of
      the
      meeting of the Board of Directors of the Company relating thereto, certified
      by
      the Secretary of the Company as true and correct and in full force and
      effect.

    


    In
      accordance with the terms of the Trust Agreement, we hereby (a) certify to
      you
      that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
      Statute have been met and (b) authorize you, to commence liquidation of the
      Trust Account. You will notify the Company and Lehman Brothers Inc. in writing
      as to when all of the funds in the Trust Account will be available for immediate
      transfer (‘Transfer Date’). Thereafter, you shall commence distribution of such
      funds in accordance with the terms of the Trust Agreement and the Company’s
      Certificate of Incorporation. Upon the payment of all the funds in the Trust
      Account, the Trust Agreement shall be terminated and the Trust Account
      closed.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              PHOENIX
                INDIA ACQUISITION CORP.

            
	
               
                

            	
               
                

            	
               
                

            
	
               
                

               
                

            	
               
                

               
                

            	
               
                

               
                

            
	
               
                

            	
              By:  
                

            	
               
                

            
	
               
                

            	
              
                
Name:
                

            
	
               
                

            	
              Title: 
                

            


    

    
 

    
      	
               
                

            	
               
                

            	
               
                

            
	
               
                

               
                

            	
               
                

               
                

            	
               
                

               
                

            
	
               
                

            	
              By:  
                

            	
               
                

            
	
               
                

            	
              
                
Name:
                

            
	
               
                

            	
              Title: 
                

            


    

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     
      

    EXHIBIT
      C 

     
      

    


    
      	
              AUTHORIZED
                INDIVIDUAL(S) 

              FOR
                TELEPHONE CALL BACK 

            	
              AUTHORIZED
                

              TELEPHONE
                NUMBER(S) 

            
	
               
                

            	
               
                

            
	
               
                

            	
               
                

            
	
              Company:
                

            	
               
                

            
	
               
                

            	
               
                

            
	
               
                

              Phoenix
                India Acquisition Corp. 

              645
                Madison Avenue, 12th Floor 

              New
                York, NY 10022 

              Attn:
                Ramesh Akella, President and Chief Strategy Officer 

            	
               
                

              (212)
                371-1302 

            
	
               
                

            	
               
                

            
	
              Rodman:
                 
                

            	
               
                

            
	
               
                

            	
               
                

            
	
              Rodman
                & Renshaw, LLC 

              1270
                Avenue of the Americas, 16th Floor 

              New
                York, NY 10020 

              Attn:
                Thomas Pinou, CFO  

            	
              (212)
                ___-____   

            
	
               
                

            	
               
                

            
	
              Trustee:
                

            	
               
                

            
	
               
                

            	
               
                

            
	
              American
                Stock Transfer 

              &
                Trust Company 

              59
                Maiden Lane 

              New
                York, New York 10038 

              Attn:
                

            	
              (212)
                ____- ____ 

            


    

    


    
      
         

      

      
        12