exv10w5



 






EXHIBIT 10.5




PROMISSORY NOTE




$100,000

Bethesda, Maryland



India Globalization Capital, Inc. (the “Maker”) promises to pay to the order of Ram Mukunda (the
“Payee”) the principal sum of One Hundred Thousand Dollars and No Cents ($100,000.00) in lawful
money of the United States of America, together with interest on the unpaid principal balance of
this Note, on the terms and conditions described below.



1.        PRINCIPAL. The principal balance of this Note shall be repayable on the earlier of (i) April 30,
2006 or (ii) the date on which Maker consummates an initial public offering of its securities.



2.        INTEREST. The principal balance shall bear interest at the rate of four per cent per annum.



3.        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 in full of any late charges and finally to the
reduction of the unpaid principal balance of this Note.



4.        EVENTS OF DEFAULT. The following shall constitute Events of Default:



(a)      FAILURE TO MAKE REQUIRED PAYMENTS. Failure by Maker to pay the 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 its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days.



5.        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.



6.        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.



7.        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 agree that additional makers, endorsers, guarantors, or sureties may
become parties hereto without notice to them or affecting their liability hereunder.



8.        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:

India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Attn.: John Cherin, Chief Financial Officer



If to Payee:

Ram Mukunda

4336 Montgomery Avenue

Bethesda, Maryland 20814



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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.



9.        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 Maryland.



10.      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.



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


	 	 	 	 	 
	 	INDIA GLOBALIZATION CAPITAL, INC.


	 
	 	By:  	/s/ John Cherin
	 
	 	 	Chief Financial Officer 
	 
	 	 	 	 
	 




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