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EXHIBIT 4.2




NUMBER SHARES




_________ IGC




INDIA GLOBALIZATION CAPITAL, INC.




INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND




COMMON STOCK




SEE REVERSE FOR

CERTAIN DEFINITIONS




THIS CERTIFIES THAT CUSIP




IS THE OWNER OF




FULLY PAID AND NON ASSESSABLE SHARES OF THE PAR VALUE OF

$.0001 EACH OF THE COMMON STOCK OF




INDIA GLOBALIZATION CAPITAL, INC.




TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY

AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY

ENDORSED. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE

TRANSFER AGENT AND REGISTERED BY THE REGISTRAR. WITNESS THE SEAL OF

THE CORPORATION AND THE FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED

OFFICERS.




DATED:




INDIA GLOBALIZATION CAPITAL, INC.

CORPORATE

SEAL

2005

MARYLAND




	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	CHAIRMAN

	 	SECRETARY	 	 






 









 




The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations:




	 	 	 	 	 	 	 	 	 	 	 
	TEN COM -

	 	as tenants in common
	 	UNIF GIFT MIN ACT -
	 	                    
	 	Custodian
	 	                    
	TEN ENT -

	 	as tenants by the entireties
	 	 	 	(Cust)
	 	 	 	(Minor)
	JT TEN -	 	as joint tenants with right of survivorship	 	 	 	under Uniform Gifts to Minors
	 	 	and not as tenants in common	 	 	 	Act______________
	

	 	 	 	 	 	 	 	(State)	 	 






Additional Abbreviations may also be used though not in the above list.




INDIA GLOBALIZATION CAPITAL, INC.



The Corporation will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other special rights of each
class of stock or series thereof of the Corporation and the qualifications, limitations, or
restrictions of such preferences and/or rights. This certificate and the shares represented thereby
are issued and shall be held subject to all the provisions of the Certificate of Incorporation and
all amendments thereto and resolutions of the Board of Directors providing for the issue of shares
of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), to all
of which the holder of this certificate by acceptance hereof assents.




     FOR VALUE RECEIVED, __________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO




PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE



(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING

ZIP CODE, OF ASSIGNEE)




_____________________________________________________ SHARES



OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE
AND APPOINT




__________________________________________________ ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS
OF THE WITHIN NAMED CORPORATION WILL FULL POWER OF SUBSTITUTION IN THE PREMISES.




DATED __________________




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NOTICE: The signature to this assignment must

correspond with the name as written upon

the face of the certificate in every

particular, without alteration or

enlargement or any change whatever.




Signature(s) Guaranteed:



THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).



The holder of this certificate shall be entitled to receive funds from the trust fund only in the
event of the Company’s liquidation upon failure to consummate a business combination or if the
holder seeks to convert his respective shares into cash upon a business combination which he voted
against and which is actually completed by the Company. In no other circumstances shall the holder
have any right or interest of any kind in or to the trust fund.





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