Unassociated Document


    
      Exhibit
        10.4


    

    INDIA
      GLOBALIZATION CAPITAL, INC.

     

    ——————————

     

    Note
      and Share Purchase Agreement

     

    ——————————

     

    


     

    Dated
      September 30, 2008

     

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


    

    TABLE
      OF
      CONTENTS

     

    
      
        	1.The
                Loans, Notes and Shares.	
                1

              
	
                   1.1

              	
                The
                  Loans

              	
                1

              
	
                   1.2

              	
                The
                  Notes

              	
                1

              
	
                   1.3

              	
                The
                  Shares

              	
                1

              
	
                   1.4

              	
                Closings

              	
                1

              
	
                   1.5

              	
                Delivery

              	
                1

              
	
                   1.6

              	
                Issuance
                  of Additional Shares and Penalty Shares

              	
                1

              
	2.Representations
                and Warranties of the Company	
                2

              
	
                   2.1

              	
                Organization,
                  Standing and Power

              	
                2

              
	
                   2.2

              	
                Authority
                  and Enforceability

              	
                2

              
	
                   2.3

              	
                Valid
                  Issuance

              	
                2

              
	
                   2.4

              	
                Accuracy
                  of Public Filings

              	
                2

              
	
                   2.5

              	
                Use
                  of Proceeds

              	
                2

              
	
                   2.6

              	
                No
                  Conflicts

              	
                2

              
	
                   2.7

              	
                Capitalization

              	
                3

              
	
                   2.8

              	
                Offering

              	
                3

              
	
                   2.9

              	
                Brokers
                  or Finders

              	
                3

              
	
                   2.10

              	
                Accuracy
                  of Information Furnished

              	
                3

              
	3.Representations
                and Warranties of the Investor	
                3

              
	
                   3.1

              	
                Authorization

              	
                3

              
	
                   3.2

              	
                Purchase
                  Entirely for Own Account

              	
                3

              
	
                   3.3

              	
                Disclosure
                  of Information

              	
                3

              
	
                   3.4

              	
                Investment
                  Experience; Financial Risk

              	
                3

              
	
                   3.5

              	
                Accredited
                  Investor

              	
                3

              
	
                   3.6

              	
                Restricted
                  Securities

              	
                4

              
	
                   3.7

              	
                Legends

              	
                4

              
	
                   3.8

              	
                No
                  Conflicts

              	
                4

              
	
                   3.9

              	
                Relationship
                  Among Investors

              	
                4

              
	
                   3.10

              	
                Brokers
                  or Finders

              	
                4

              
	4.Pari
                Passu with All Notes	
                4

              
	5.Conditions
                to Closing.	
                4

              
	
                   5.1

              	
                Conditions
                  of Investor’s Obligations at Closing

              	
                4

              
	
                   5.2

              	
                Conditions
                  to Obligations of the Company

              	
                5

              
	6.Covenants.	
                5

              
	
                   6.1

              	
                Listing
                  of Shares

              	
                5

              
	7.Miscellaneous.	
                6

              
	
                   7.1

              	
                Waivers
                  and Amendments

              	
                6

              
	
                   7.2

              	
                Governing
                  Law

              	
                6

              
	
                   7.3

              	
                Survival

              	
                6

              
	
                   7.4

              	
                Successors
                  and Assigns

              	
                6

              
	
                   7.5

              	
                Entire
                  Agreement

              	
                6

              
	
                   7.6

              	
                Notices,
                  etc

              	
                6

              
	
                   7.7

              	
                Severability
                  of this Agreement

              	
                6

              
	
                   7.8

              	
                Counterparts

              	
                6

              
	
                   7.9

              	
                Expenses

              	
                6

              


      

       

    

    Exhibit A                      -          Form
      of Unsecured Promissory Note

    Exhibit B                      -           Form
      of Registration Rights Agreement

    Exhibit C                      -           Disclosure
      Schedule

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOTE
      AND SHARE PURCHASE
      AGREEMENT

     

    THIS
      NOTE
      AND SHARE PURCHASE AGREEMENT (this “Agreement”) is effective as of September 30,
      2008, by and between INDIA GLOBALIZATION CAPITAL, INC., a Maryland corporation
      (the “Company”) and ____________ (the “Investor”).

     

    1. The
      Loans, Notes and
      Shares.

     

    1.1 The
      Loans.  Subject to the terms and conditions of this Agreement,
      the Investor agrees to make a loan (the “Loan”) to the Company in the principal
      amount of ______ Dollars ($______,000.00) to be governed by the terms and
      conditions of, and repaid in accordance with, this Agreement.

     

    1.2 The
      Notes.  The Loan made by the Investor pursuant hereto shall be
      evidenced by an unsecured promissory note of the Company executed concurrently
      herewith in the form attached hereto as Exhibit A (the
“Note” and together
      with each other Note issued pursuant to and in connection
      with the terms hereof, the “Notes”).

     

    1.3 The
      Shares.  Subject to the terms of this Agreement and in
      consideration of the Loan, the Company shall issue and sell to the Investor
      One
      Hundred Thousand (100,000) shares of the Common Stock of the Company (the
“Shares”) for every One Million Dollars ($1,000,000) of the Loan made by the
      Investor.  The Company will also enter into a Registration Rights
      Agreement in substantially the form attached hereto as Exhibit B (the
“Registration
      Rights Agreement”) providing for registration rights for the
      Shares, the Additional Shares and the Penalty Shares (each as defined below)
      (together, the “Total Shares”).

     

    1.4 Closings.  The
      closing of the purchase and sale of the Notes and the Shares (each such closing,
      a “Closing”) will take place at the offices of Seyfarth Shaw LLP, 815
      Connecticut Avenue, N.W., Suite 500, Washington, D.C. at such time as the
      parties shall mutually agree.  Upon the receipt from investors and
      acceptance by the Company of Loans totaling at least Two Million Dollars
      ($2,000,000.00) in the aggregate principal amount, the Company may close the
      initial purchase and sale of the Notes and Shares (the “Initial
      Closing”).  Following the Initial Closing, and from time-to-time
      thereafter until October 31, 2008, the Company may sell to such persons as
      the
      Company may determine additional Notes, each with a principal amount of at
      least
      $100,000 or any multiple thereof, and hold additional Closings with respect
      thereto (each, a “Subsequent Closing”).  Any such sale shall be upon
      the same terms and conditions as those contained herein, and such persons or
      entities shall become parties to an agreement identical in form and substance
      to
      this Agreement and shall have the rights and obligations of an Investor
      thereunder (all such investors together, the “Investors”).  At the
      Initial Closing and each Subsequent Closing, the Company will deliver to each
      Investor the respective Note and Shares purchased by such Investor, against
      receipt by the Company of the respective principal amount of the Note purchased
      by such Investor.  The Company shall have the right to reject any
      investment, in whole or in part, for any reason whatsoever notwithstanding
      the
      Company’s prior execution hereof, and any funds received for an investment so
      rejected shall be returned immediately to the appropriate
      Investor.  The obligations of the Investors under the Notes are
      several and not joint.

     

    1.5 Delivery.  At
      the Closing, the Company will deliver to the Investor (i) the Note representing
      the Loan made by the Investor and (ii) the certificate(s) representing the
      Shares issued to the Investor as set forth in Section 1.3.

     

    1.6 Issuance
      of Additional
      Shares and Penalty Shares.

     

    (a) Upon
      the
      occurrence of an Event of Default under the Note as defined and provided
      therein, provided such Event of Default is not cured within thirty (30) days,
      the Company shall issue and sell to the Investor, for no additional
      consideration, an additional Ten Thousand (10,000) shares of the Common Stock
      of
      the Company for each One Hundred Thousand Dollars ($100,000) in principal amount
      of the Note held by such Investor (the “Additional Shares”).

     

    (b) If
      the
      Company fails to file a Registration Statement on or prior to the applicable
      Filing Date, or if the Effective Date of a Registration Statement is not on
      or
      prior to the applicable Effectiveness Date (as each of those terms is defined
      in
      the Registration Rights Agreement), the Company shall issue and sell to each
      of
      the Investors, upon the terms and conditions set forth in the Registration
      Rights Agreement and for no additional consideration, an additional Twenty-Five
      Thousand (25,000) shares of the Common Stock of the Company for each One Million
      Dollars ($1,000,000) in principal of the Note held by such Investor and, if
      the
      Effective Date is more than 30 days after such applicable Effectiveness Date,
      an
      additional Five Thousand (5,000) shares of the Common Stock of the Company
      for
      each One Million Dollars ($1,000,000) in principal of the Note held by such
      Investor and for each subsequent 30-day period that such Registration Statement
      is not declared effective (the “Penalty Shares”).

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2. Representations
      and
      Warranties of the Company.  Except as disclosed in the
      Disclosure Schedule attached hereto as Exhibit C, the
      Company hereby represents and warrants to the Investor as follows:

     

    2.1 Organization,
      Standing and
      Power.  The Company is a corporation duly incorporated, validly
      existing and in good standing under the laws of the State of Maryland and has
      all requisite corporate power and authority to own, lease and operate its
      properties and to carry on its business as contemplated to be
      conducted.  The Company is duly qualified and authorized to transact
      business in each jurisdiction in which the failure to so qualify would have
      a
      material adverse effect on its business, assets, liabilities, financial
      condition, property or results of operation.

     

    2.2 Authority
      and
      Enforceability.  The Company has all requisite corporate power
      and authority to execute and deliver this Agreement, the Notes and the
      Registration Rights Agreement (together, the “Transaction Documents”) and to
      perform fully its obligations thereunder.  The execution and delivery
      of the Transaction Documents and the consummation of the transactions
      contemplated thereby have been duly authorized by all necessary corporate action
      on the part of the Company, its officers, directors and
      stockholders.  Each of the Transaction Documents has been duly
      executed and delivered by the Company and, assuming that each of the Transaction
      Documents constitutes a valid and binding agreement of the other parties hereto,
      each such Transaction Document constitutes a legal, valid and binding obligation
      of the Company, enforceable against the Company in accordance with its terms,
      subject to applicable bankruptcy, insolvency, reorganization, moratorium or
      other similar laws now or hereafter in effect relating to creditors’ rights and
      remedies generally and subject, as to enforceability, to general principles
      of
      equity, regardless of whether enforceability is considered in a proceeding
      at
      law or in equity.

     

    2.3 Valid
      Issuance.  The Shares and the Additional Shares and Penalty
      Shares, if and when issued and delivered in accordance with the terms of this
      Agreement or the Registration Rights Agreement for the consideration expressed
      herein or therein, as the case may be, will be duly and validly issued, fully
      paid, and non-assessable and will be free of restrictions on transfer other
      than
      restrictions on transfer under applicable state and federal securities
      laws.

     

    2.4 Accuracy
      of Public
      Filings.  The representations, warranties and other statements
      of the Company contained in the documents (the “SEC Documents”) filed with the
      Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of
      1934, as amended (the “Exchange Act”), taken as a whole, do not contain any
      untrue statement of a material fact or omit to state a material fact necessary
      in order to make the statements contained therein not misleading as of the
      respective dates of such filings.  The Company has timely filed all
      reports, schedules, forms, statements and other documents required to be filed
      by it with the SEC pursuant to the reporting requirements of the Exchange Act,
      including material filed pursuant to Section 13(a) or 15(d) of the Exchange
      Act.  Since the date that the Company filed its last Form 10-Q with
      the SEC, there has been no material adverse change in the assets, business,
      or
      financial condition of the Company.

     

    2.5 Use
      of
      Proceeds.  All of the proceeds of the Loans will be used for
      working capital and general corporate purposes.

     

    2.6 No
      Conflicts.  The execution, delivery and performance of the
      Transaction Documents, and any other document or instrument contemplated
      thereby, by the Company and the consummation by the Company of the transactions
      contemplated thereby do not and will not: (i) contravene, conflict with, or
      result in the violation of any provision of the Company’s charter or bylaws or
      any resolution adopted by the Company’s board of directors, (ii) conflict with,
      or constitute a default (or an event which with notice or lapse of time or
      both
      would become a default) under, or give rise to any rights of termination,
      amendment, acceleration or cancellation of, any material agreement, mortgage,
      deed of trust, indenture, note, bond, license, lease agreement, instrument
      or
      obligation to which the Company or any of its subsidiaries is a party, (iii)
      create or impose a lien, charge or encumbrance on any property of the Company
      or
      any of its subsidiaries under any agreement or any commitment to which the
      Company or any of its subsidiaries is a party or by which the Company or any
      of
      its subsidiaries is bound or by which any of its respective properties or assets
      are bound, (iv) result in a material violation of any federal, state, local
      or
      foreign statute, rule, regulation, order, writ, judgment or decree (including
      federal and state securities laws and regulations) applicable to the Company
      or
      any of its subsidiaries or by which any property or asset of the Company or
      any
      of its subsidiaries are bound or affected or result in a violation of any rules
      or regulations of the American Stock Exchange (“AMEX”) applicable to the Company
      or, if the Company’s shares of Common Stock are no longer listed on AMEX, such
      other stock exchange on which shares of the Company’s Common Stock are
      principally traded and approved for listing at such time, or (v) require any
      consent of any third-party that has not been obtained pursuant to any material
      contract to which the Company or any of its subsidiaries is subject or to which
      any of its respective assets, operations or management may be
      subject.  The Company or any of its subsidiaries is not required under
      federal, state or local law, rule or regulation to obtain any consent,
      authorization or order of, or make any filing or registration with, any court
      or
      governmental agency in order for it to execute, deliver or perform any of its
      obligations under the Transaction Documents, or issue and sell the Notes or
      the
      Total Shares (other than any filings that may be required to be made by the
      Company with the SEC or state securities commissions subsequent to the
      Closing).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.7 Capitalization.  The
      authorized capital stock of the Company immediately prior to the Initial Closing
      consists of 75,000,000 shares of Common Stock, par value $0.0001 per share,
      of
      which Eight Million Five Hundred Eighty Thousand One Hundred Seven (8,580,107)
      shares are issued and outstanding.  All of the issued and outstanding
      shares of Common Stock have been duly authorized and validly issued and are
      fully paid and nonassessable.  Except as provided in this Agreement or
      disclosed in the SEC Documents, (a) no subscription, warrant, option,
      convertible security or other right (contingent or otherwise) to purchase or
      acquire any shares of capital stock of the Company (including, without
      limitation, anti-dilution rights, rights of first refusal or preemptive rights)
      is authorized or outstanding; (b) the Company has no obligation (contingent
      or
      otherwise) to issue any subscription, warranty, option, convertible security
      or
      other such right or to issue or distribute to holders of any shares of its
      capital stock any evidences of indebtedness or assets of the Company; and (c)
      the Company has no obligation (contingent or otherwise) to purchase, redeem
      or
      otherwise acquire any shares of its capital stock or any interest therein or
      to
      pay any dividend or make any other distribution in respect
      thereof.  All of the issued and outstanding shares of capital stock of
      the Company have been offered, issued and sold by the Company in compliance
      with
      applicable federal and state securities laws or pursuant to valid exemptions
      therefrom.

     

    2.8 Offering.  Subject
      in part to the truth and accuracy of the Investor’s representations and
      warranties set forth in Section 3 of this Agreement, the offer, sale and
      issuance of the Shares, the Additional Shares and the Penalty Shares as
      contemplated by this Agreement are exempt from the registration requirements
      of
      Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), and
      neither the Company nor any authorized agent acting on its behalf will take
      any
      action hereafter that would cause the loss of such exemption.

     

    2.9 Brokers
      or
      Finders.  The Company has not and will not incur, directly or
      indirectly, any liability for brokerage or finders’ fees or agents’ commissions
      or any similar charges in connection with the execution and delivery of this
      Agreement.

     

    2.10 Accuracy
      of Information
      Furnished.  The representations, warranties and other
      statements of the Company set forth in Section 2 of this Agreement,
      Section 6(b) of the Registration Rights Agreement, the Disclosure Schedule
      and Schedule 6(b) attached to the Registration Rights Agreement, taken as a
      whole, do not contain any untrue statement of a material fact or omit to state
      a
      material fact necessary to make the statements contained therein, in light
      of
      the circumstances under which they were made, not misleading.

     

    3. Representations
      and
      Warranties of the Investor.  The Investor hereby represents and
      warrants only with respect to himself, herself or itself that:

     

    3.1 Authorization.  Investor
      has full power and authority to enter into this Agreement and the Note
      (collectively, the “Loan Agreements”), and that the Loan Agreements constitute
      valid and legally binding obligations of such Investor, enforceable in
      accordance with their respective terms.   The Loan Agreements
      have been duly executed and delivered by the Investor and, assuming the Loan
      Agreements constitute valid and binding agreements of the other parties thereto,
      the Loan Agreements constitute legal, valid and binding obligations of the
      Investor, enforceable against the Investor in accordance with their respective
      terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
      or other similar laws now or hereafter in effect relating to creditors’ rights
      and remedies generally and subject, as to enforceability, to general principles
      of equity, regardless of whether enforceability is considered in a proceeding
      at
      law or in equity.

     

    3.2 Purchase
      Entirely for Own
      Account.  The Notes, the Shares, the Additional Shares and the
      Penalty Shares (collectively, the “Securities”) will be acquired for investment
      for Investor’s own account, not as a nominee or agent, and not with a view to
      the resale or distribution of any part thereof, and the Investor has no present
      intention of selling, granting any participation in, or otherwise distributing
      the same.  The Investor does not have any contract, undertaking,
      agreement or arrangement with any person to sell, transfer or grant
      participation in any of the Securities to such person or to any third
      person.

     

    3.3 Disclosure
      of
      Information.  The Investor has had an opportunity to ask
      questions and receive answers from the Company regarding the terms and
      conditions of the offering and sale of the Securities.

     

    3.4 Investment
      Experience;
      Financial Risk.  The Investor is an investor in securities of
      companies in the development stage and acknowledges that it has (i) such
      knowledge and experience in financial and business matters that the Investor
      is
      capable of evaluating the merits and risks of the investment in the Securities,
      (ii) had such risks explained to it and has determined that such investment
      is
      suitable for the Investor in view of its financial circumstances and available
      investment opportunities, (iii) sufficient net worth and income to bear the
      economic risk of this investment, and (iv) no need for liquidity of the
      investment and no reason to anticipate any change in the Investor’s financial
      circumstances which may cause or require any sale, transfer or other
      distribution of the Securities  The Investor has not been organized
      for the purpose of acquiring the Securities.

     

    3.5 Accredited
      Investor.  The Investor is an “accredited investor” within the
      meaning of the Securities and Exchange Rule 501(a) of Regulation D, as presently
      in effect.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.6 Restricted
      Securities.  The Investor understands that the Securities it is
      purchasing are characterized as “restricted securities” under the federal
      securities laws inasmuch as they are being acquired from the Company in a
      transaction not involving a public offering and that, under such laws and
      applicable regulations, such securities may be resold without registration
      under
      the Securities Act only in certain limited circumstances.  In this
      connection, the Investor is familiar with Rule 144, as presently in effect,
      and
      understands the resale limitations imposed thereby and by the Securities
      Act.  The Investor understands that reliance by the Company on such
      exemptions is predicated in part on the Investor’s representations contained in
      this Agreement.

     

    3.7 Legends.  The
      Investor understands and agree that the certificates evidencing the Securities
      may bear one or all of the following legends:

     

    (a) “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
      AND
      NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF,
      AND
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
      MAY
      NOT BE SOLD,  TRANSFERRED OR ASSIGNED UNLESS COVERED BY AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY
      TO
      THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH
      REGISTRATION.”

     

    (b) Any
      additional legend required by the laws of the State of Maryland or any other
      applicable state.

     

    3.8 No
      Conflicts.  Neither the execution and delivery of this
      Agreement nor the consummation or performance of any of the transactions
      contemplated hereby will, directly or indirectly (with or without notice or
      lapse of time) contravene, conflict with, or result in a violation of, or give
      any governmental body the right to challenge any of the transactions
      contemplated hereby or to exercise any remedy or obtain any relief under, any
      legal requirement or order to which the Investor may be subject.

     

    3.9 Relationship
      Among
      Investors.  Each Investor agrees that no Investor nor the
      controlling persons, officers, directors, partners, agents or employees of
      an
      Investor shall be liable to any other Investor for any action heretofore or
      hereafter taken or omitted to be taken by any of them in connection with the
      purchase of the Notes, the Shares, the Additional Shares and the Penalty
      Shares.  Without limiting the foregoing, no Investor nor any of its
      officers, directors, stockholders, partners, employees or agents or affiliates,
      or other holder of any Note shall have any obligation, liability or
      responsibility whatsoever for the accuracy, completeness or fairness of any
      or
      all information about the Company or any subsidiary or their respective
      properties, business or financial and other affairs, acquired by such Investor
      or holder from the Company or any subsidiary or the respective officers,
      directors, employees, agents, representatives, counsel or auditors of either,
      and in turn provided to another Investor or holder of any Note, nor shall any
      such Investor or other person or entity have any obligation or responsibility
      whatsoever to provide any such information to any other Investor or holder
      of
      any Note or to continue to provide any such information if any information
      is
      provided.

     

    3.10 Brokers
      or
      Finders.  The Investor has not and will not incur, directly or
      indirectly, any liability for brokerage or finders’ fees or agents’ commissions
      or any similar charges in connection with the execution and delivery of this
      Agreement.

     

    4. Pari
      Passu with All
      Notes.  Each Note shall rank equally without preference or
      priority of any kind with each of the Notes issued by the Company to the
      Investors hereunder.  All payments on account of principal and
      interest with respect to the Notes shall be applied ratably and proportionately
      on each such Note on the basis of the original principal amount of outstanding
      indebtedness represented by such Note.

     

    5. Conditions
      to
      Closing.

     

    5.1 Conditions
      of Investor’s
      Obligations at Closing.  The obligations of the Investor at the
      Closing are subject to the fulfillment, on or prior to the date of Closing,
      of
      each of the following conditions, any of which may be waived in whole or in
      part
      by the Investors:

     

    (a) The
      representations and warranties made by the Company in Section 2 shall be true and correct when made, and shall
      be
      true and correct on the date of Closing with the same force and effect as if
      they had been made on and as of the same date.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b) The
      Company shall have performed and complied with all agreements, obligations
      and
      conditions contained in this Agreement that are required to be performed or
      complied with by it on or prior to the date of Closing.

     

    (c) Except
      for the notices required or permitted to be filed after the date of Closing
      pursuant to applicable federal and state securities laws, the Company shall
      have
      obtained all governmental approvals required in connection with the lawful
      sale
      and issuance of the Notes and the Shares.

     

    (d) The
      Company shall have delivered to the Investor a certificate duly executed by
      the
      chief executive officer of the Company stating that the Company is in compliance
      with the conditions specified in Section 5.1(a)-(c) hereof.

     

    (e) At
      the
      Closing, the sale and issuance by the Company, and the purchase by the Investor,
      of the Note, the Shares, the Additional Shares and the Penalty Shares shall
      be
      legally permitted by all laws and regulations to which such Investor and/or
      the
      Company are subject.

     

    (f) At
      the
      Closing, the Company shall duly execute and deliver to the Investor the
      Transaction Documents, including such Investor’s Note, and shall have delivered
      to its transfer agent irrevocable instructions to issue to the Investor the
      Shares to be issued to such Investor hereunder.

     

    (g) The
      Company shall have delivered a legal opinion by its counsel that (i) the Shares,
      Additional Shares and the Penalty Shares are duly authorized and when issued
      will be validly issued, fully paid and non-assessable; (ii) the Transaction
      Documents have been duly authorized, executed and delivered, each of which
      is
      enforceable in accordance with its terms; and (iii) the transactions
      contemplated by the Transaction Documents do not violate applicable laws, any
      material agreements of the Company or its subsidiaries, or the rules and
      regulations of AMEX.

     

    5.2 Conditions
      to Obligations of
      the Company.  The Company’s obligation to issue and sell the
      Notes and the Shares at the Closing is subject to the fulfillment, to the
      Company’s satisfaction, on or prior to the date of Closing, of the following
      conditions, any of which may be waived in whole or in part by the
      Company:

     

    (a) The
      representations and warranties made by the Investor in Section 3 shall be
      true and correct when made, and shall be true and correct on the date of Closing
      with the same force and effect as if they had been made on and as of the same
      date.

     

    (b) Except
      for any notices required or permitted to be filed after the date of Closing
      pursuant to applicable federal or state securities laws, the Company shall
      have
      obtained all governmental approvals required in connection with the lawful
      sale
      and issuance of the Securities.

     

    (c) At
      the
      Closing, the sale and issuance by the Company, and the purchase by the Investor,
      of the Note and the Shares, the Additional Shares and the Penalty Shares shall
      be legally permitted by all laws and regulations to which such Investor and/or
      the Company are subject.

     

    (d) At
      the
      Closing, the Company shall have received immediately available funds in the
      full
      amount of the principal amount of the Note in accordance with the wire transfer
      instructions delivered by the Company to the Investor prior to the
      Closing.

     

    6. Covenants.

     

    6.1 Listing
      of
      Shares.  The Company will use reasonable best efforts to ensure
      that, no later than the effective date of any registration statement pertaining
      thereto, the Shares and any Additional Shares and/or Penalty Shares that have
      been issued, have been duly authorized for listing on AMEX or, if no longer
      listed on AMEX, such other stock exchange on which shares of the Company’s
      Common Stock are principally traded and approved for listing at such
      time.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    7. Miscellaneous.

     

    7.1 Waivers
      and
      Amendments.  Any provision of this Agreement or any of the
      Notes may be amended, waived or modified (either generally or in a particular
      instance, either retroactively or prospectively, either for a specified period
      of time or indefinitely), upon the written consent of the Company and the
      Investors holding at least seventy-five percent (75%) of the aggregate principal
      amount of the outstanding Notes issued at the Initial Closing and any Subsequent
      Closings; provided, that this Agreement or any of the Notes may not be amended
      or modified and no provision hereof or thereof may be waived if such amendment,
      modification or waiver would adversely and prejudicially affect the rights
      of an
      Investor vis-à-vis all other Investors without the consent of such affected
      Investor.

     

    7.2 Governing
      Law.  This Agreement and the Notes shall be governed by and
      construed in accordance with Maryland law, without regard to the conflict of
      laws provisions thereof.

     

    7.3 Survival.  The
      representations, warranties, covenants and agreements made herein shall survive
      any investigation made by any Investor and the Closing of the transactions
      contemplated hereby.

     

    7.4 Successors
      and
      Assigns.  Except as otherwise expressly provided herein, the
      provisions hereof shall inure to the benefit of, and be binding upon, the
      successors, assigns, heirs, executors and administrators of the parties
      hereto.

     

    7.5 Entire
      Agreement.  This Agreement (including the exhibits attached
      hereto) and the Notes constitute the full and entire understanding and agreement
      between the parties with regard to the subjects hereof and thereof.

     

    7.6 Notices,
      etc.  All notices and other communications required or
      permitted hereunder shall be effective upon receipt, shall be in writing, and
      may be delivered in person, by telecopy (with confirmation of transmission),
      electronic mail, overnight delivery service or United States mail, in which
      event they may be mailed by first-class, certified or registered, postage
      prepaid, addressed (a) if to the Investor, at the Investor’s address as the
      Investor shall have furnished to the Company in writing, or, until any such
      holder so furnishes an address to the Company, then to and at the address of
      the
      last holder of such shares who has so furnished an address to the Company,
      and a
      copy of which shall be likewise delivered to such Investor’s counsel at such
      address as shall have been furnished to the Company, or (b) if to the
      Company, at its address set forth on the signature page hereto, or at such
      other
      address as the Company shall have furnished to the Investor and each such other
      holder in writing.

     

    7.7 Severability
      of this
      Agreement.  If any provision of this Agreement shall be
      judicially determined to be invalid, illegal or unenforceable, the validity,
      legality and enforceability of the remaining provisions shall not in any way
      be
      affected or impaired thereby.

     

    7.8 Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall be deemed to constitute one
      instrument.

     

    7.9 Expenses.  Regardless
      of whether the Closing is effected, each party shall pay all costs and expenses
      that it incurs with respect to the negotiation, execution, delivery and
      performance of this Agreement and the other Transaction Documents; except that
      the Company shall bear up to $15,000 of legal costs and expenses incurred by
      the
      Investor with respect to the negotiation, execution, delivery and performance
      of
      this Agreement and the other Transaction Documents.

     

     

     

    


     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK.]

     

     

     

     

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have caused this Note and Share Purchase Agreement
      to be duly executed and delivered by their proper and duly authorized officers
      as of the date and year first written above.

     

    COMPANY:

    INDIA
      GLOBALIZATION CAPITAL, INC.

     

     

     

    
      
        	
                By

              	
                _____________________________

              
	
                Its

              	
                _____________________________

              
	
                Address:

              	
                _____________________________

              
	 
                	
                _____________________________

              
	 
                	
                _____________________________

              
	 
                	 
                
	 
                	 
                
	 
                	 
                
	
                INVESTOR:

              	 
                
	
                ___________________

              
	
                 
                  

              	 
                
	 
                	 
                
	
                By

              	
                _____________________________

              
	
                Title

              	
                _____________________________

              
	
                Address:

              	
                _____________________________

              
	 
                	
                _____________________________

              
	 
                	
                _____________________________

              


      

      


      




    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      A

    


    


    


    
      
        	
                Investor

              	 	
                Loan
                  Amount

              	 	 	
                Shares

              	 
	 
                	 	 	 	 	 	 
	
                Steven
                  M. Oliveira 1998

              	 	 	 	 	 	 
	
                Charitable
                  Remainder Unitrust

              	 	$	2,000,000.00	 	 	 	200,000	 


      

      




    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


     EXHIBIT A

    


    FORM
      OF UNSECURED PROMISSORY
      NOTE

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
      AND
      NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF,
      AND
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
      MAY
      NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS COVERED BY AN EFFECTIVE REGISTRATION
      STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
      TO
      THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

    


    INDIA
      GLOBALIZATION CAPITAL, INC.

     

    UNSECURED
      PROMISSORY NOTE

     

    
      
        	
                $____,000

              	
                [Date]

              
	 
                	
                Bethesda,
                  MD

              


      

      




    1. Principal
      and
      Interest.

     

    1.1 India
      Globalization Capital, Inc., a Maryland corporation (the “Company”), for value
      received, hereby promises to pay to the order of __________ or its assigns
      (the
“Investor” or the “Holder”) the amount of ____ Dollars ($____,000) plus
      interest, as set forth hereinafter.

     

    1.2 This
      Unsecured Promissory Note (the “Note”) shall bear interest from the date of
      issuance of this Note until paid in full at a rate equal to six percent (6%)
      per
      annum, accruing monthly in arrears.  This Note, including all interest
      earned on the principal amount of this Note, shall be due and payable on the
      earlier of (i) one year from the date of the issuance of this Note (the
“Maturity Date”), (ii) upon a Change in Control (as defined in Section 4 hereof)
      and (iii) the occurrence of an Event of Default (as defined in Section 5
      hereof).

     

    1.3 Payments
      of both principal and interest are to be made at the address of the Holder
      set
      forth in Section 7 below or at such other place in the United States as the
      Holder shall designate to the Company in writing, in lawful money of the United
      States of America in immediately available funds.  Interest on this
      Note shall be computed on the basis of a 365-day year and actual days
      elapsed.  Payment shall be credited first to the accrued interest then
      due and payable and the remainder applied to principal.

     

    1.4 This
      Note
      is issued pursuant to that certain Note and Share Purchase Agreement dated
      as of
      ________________ between the Company and Holder (the “Purchase
      Agreement”).  The provisions of this Note are a statement of the
      rights of the Holder and the conditions to which this Note is subject and to
      which the Holder, by the acceptance of this Note, agrees.  Capitalized
      terms used and not otherwise defined herein shall have the meanings ascribed
      thereto on the Purchase Agreement.  Holder acknowledges and agrees
      that the payment of all or any portion of the outstanding principal amount
      of
      this Note and all interest hereon shall be pari passu in right of payment and
      in
      all other respects to the other Notes issued pursuant to the Purchase Agreement
      or pursuant to the terms of such Notes.  In the event Holder receives
      payments in excess of its pro rata share of the Company’s payments to the
      Holders of all of the Notes, then Holder shall hold in trust all such excess
      payments for the benefit of the holders of the other Notes and shall pay such
      amounts held in trust to such other holders upon demand by such
      holders.

     

    2. Prepayment.  Notwithstanding
      anything else set forth herein, the Company may pre-pay this Note in whole
      or in
      part upon five days prior written notice to Holder.

     

    3. Use
      of
      Proceeds.  The proceeds of the Note will be used for working
      capital and general corporate purposes.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    4. Change
      of
      Control.  If, prior to the Maturity Date or occurrence of an
      Event of Default, a Change of Control occurs, then immediately prior thereto,
      this Note shall accelerate and the Holder shall become immediately entitled
      to
      receive an amount equal to the outstanding principal amount of the Note plus
      any
      and all accrued but unpaid interest thereon as of the closing date of such
      Change of Control transaction.  For purposes hereof, a “Change of
      Control” shall mean (i) a sale of all or substantially all of the assets of the
      Company or all or substantially all of the capital stock of the Company or
      (ii)
      a merger, consolidation, sale, transfer or other transaction or series of
      related transactions in which the holders of the capital stock of the Company
      will hold, upon consummation of such transaction, less than fifty percent (50%)
      of the voting securities of the surviving entity, other than as a result of
      the
      Company’s issuance of new securities in capital raising
      transactions.

     

    5. Events
      of
      Default.  The entire unpaid principal sum of this Note,
      together with any and all interest accrued but unpaid thereon, shall become
      immediately due and payable upon the occurrence of an Event of
      Default.  An “Event of Default” shall be deemed to have occurred
      if:

     

    (a)           the
      Company  shall (i) apply for or consent to the appointment of a
      receiver, trustee or liquidator of itself or of its property, (ii) be unable,
      or
      admit in writing its inability, to pay its debts as they mature, (iii) make
      a
      general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt
      or insolvent, (v) file a voluntary petition in bankruptcy, or a petition or
      answer seeking reorganization or an arrangement with creditors to take advantage
      of any insolvency law, or an answer admitting the material allegations of a
      bankruptcy, reorganization or insolvency petition filed against it, (vi) take
      corporate action for the purpose of effecting any of the foregoing, or (vii)
      have an order for relief entered against it in any proceeding under the United
      States Bankruptcy Code;

     

    (b)           An
      order, judgment or decree shall be entered, without the application, approval
      or
      consent of the Company by any court of competent jurisdiction, approving a
      petition seeking reorganization of the Company or appointing a receiver, trustee
      or liquidator of the Company or of all or a substantial part of its assets,
      and
      such order, judgment or decree shall continue unstayed and in effect for any
      period of sixty (60) consecutive days; or

     

    (c)           the
      Company shall fail to pay as and when due any principal or interest hereunder
      and such nonpayment shall continue uncured for a period of thirty (30) business
      days after written notice by the Holder thereof; or

     

    (d)           the
      Company breaches any of its representations or warranties or fails to fulfill
      any of its covenants or obligations pursuant to the Purchase
      Agreement.

     

    6. Usury.  It
      is the express intent of the Company and the Holder that the payment of all
      or
      any portion of the outstanding principal balance of and accrued interest on
      this
      Note be exempt from the application of any applicable usury law or similar
      laws
      under any federal, state of foreign jurisdiction.  The Company hereby
      irrevocably waives, to the fullest extent permitted by law, any objection or
      defense which the Company may now or hereafter have to the payment when due
      of
      any and all principal or accrued interest arising out of or relating to a claim
      of usury or similar laws and the Company hereby agrees that neither it nor
      any
      of its affiliates shall in the future bring, commence, maintain, prosecute
      or
      voluntarily aid in any action at law, proceeding in equity or other legal
      proceeding against the Holder based on a claim that the Company’s payment
      obligations under this Note violate the usury or similar laws of any federal,
      state or foreign jurisdiction.  Notwithstanding the foregoing, in the
      event any interest is paid on this Note which is deemed to be in excess of
      the
      then legal maximum rate, that portion of the interest payment representing
      an
      amount deemed to be in excess of the then legal maximum rate shall be deemed
      a
      payment of principal and applied against the principal of this
      Note.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    7. Notices.  Any
      notice, request, other communication or payment required or permitted hereunder
      shall be in writing and shall be deemed to have been given upon delivery if
      personally delivered, or five (5) business days after deposit if deposited
      in
      the United States mail for mailing by certified mail, postage prepaid, and
      addressed as follows:

     

    If
      to
      Investor:  at the address indicated on the signature page
      hereto.

     

    If
      to
      Company:                      India
      Globalization Capital, Inc.

    4336
      Montgomery Avenue

    Bethesda,
      MD  20814

    Attention:  Ram
      Mukunda


     

    And


     

    PO
      Box 60642

    Potomac,
      MD  20859


     

    Telecopier:  (240)
      465-0273

    Phone:  (301)
      983-0998

    Email:     ram@indiaglobalcap.com
      and

    legal@indiaglobalcap.com

     

    With
      a
      copy
      to:                    Seyfarth
      Shaw LLP

    815
      Connecticut Avenue, N.W., Suite
      500

    Washington,
      D.C.  20006

    Attention:  Stanley
      S.
      Jutkowitz

    Telecopier:  (202)
      828-5393

    Phone:  (202)
      828-3568

     

    Each
      of
      the above addressees may change its address for purposes of this Section 7
      by giving to the other addressee notice of such new address in conformance
      with
      this Section 7.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    8. Assignment.  The
      rights and obligations of the Company and the Holder of this Note shall be
      binding upon and benefit the successors, assigns, heirs, administrators and
      transferees of the parties.  Effective upon any such assignment, the
      person or entity to whom such rights, interests and obligations were assigned
      shall have and exercise all of the Holder’s rights, interests and obligations
      hereunder as if such person or entity were the original Holder of this
      Note.

     

    9. Waiver
      and
      Amendment.  Any provision of this Note may be amended, waived
      or modified (either generally or in a particular instance, either retroactively
      or prospectively, and either for a specified period of time or indefinitely),
      upon the written consent of the Company and the Investors holding at least
      seventy-five percent (75%) of the aggregate principal amount of the outstanding
      Notes issued at the Initial Closing and any Subsequent Closings; provided,
      that
      the Notes may not be amended or modified and no provision thereof may be waived
      if such amendment, modification or waiver would adversely and prejudicially
      affect the rights of an Investor vis-à-vis all other Investors without the
      consent of such affected Investor.  No waivers of any term, condition
      or provision of this Note, in any one or more instances, shall be deemed to
      be,
      or construed as, a further or continuing waiver of any such term, condition
      or
      provision or a waive of the same or any other term, condition provision or
      right
      on any future occasion.

     

    10. Loss,
      Theft or Destruction
      of Note.  Upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft or destruction of this Note and of
      indemnity or security reasonably satisfactory to it, the Company will make
      and
      deliver a new Note which shall carry the same rights to interest (unpaid and
      to
      accrue) carried by this Note, stating that such Note is issued in replacement
      of
      this Note, making reference to the original date of issuance of this Note (and
      any successors hereto) and dated as of such cancellation, in lieu of this
      Note.

     

    11. Accredited
      Investor.  The Holder represents and warrants that he/she/it is
      an “accredited investor” within the meaning of the Securities and Exchange Rule
      501 of Regulation D, as presently in effect.

     

    12. Governing
      Law and Consent to
      Jurisdiction.  This Note is being delivered in and for all
      purposes shall be construed in accordance with and governed by the laws of
      the
      State of Maryland , without regard to the conflicts of laws provisions
      thereof.  The Company hereby consents to the jurisdiction of and venue
      in any court of competent jurisdiction in New York.

     

    13. Issue
      Date.  The provisions of this Note shall be construed and shall
      be given effect in all respects as if this Note had been issued and delivered
      by
      the Company on the earlier of the date hereof or the date of issuance of any
      Note for which this Note is issued in replacement.  This Note shall be
      binding upon any successors or assigns of the Company.

     

    14. Heading;
      References.  All headings used herein are used for convenience
      only and shall not be used to construe or interpret this Note.  Except
      as otherwise indicated, all references herein to Sections refer to Sections
      hereof.

     

    15. Waiver
      by the
      Company.  The Company hereby expressly waives demand, notice,
      presentment, protest, notice of dishonor and nonpayment of this Note, and all
      other notices and demands of any kind in connection with the delivery,
      acceptance, performance, default or enforcement hereof.

     

    16. Delays.  No
      delay by the Holder in exercising any power or right hereunder shall operate
      as
      a waiver of any power or right.

     

    17. Severability.  If
      one or more provisions of this Note are held to be unenforceable under
      applicable law, such provision shall be excluded from this Note and the balance
      of the Note shall be interpreted as if such provision were so excluded and
      shall
      be enforceable in accordance with its terms.

     

    18. No
      Impairment.  The Company will not, by any voluntary action,
      avoid or seek to avoid the observance or performance of any of the terms to
      be
      observed or performed hereunder by the Company, but will at all times in good
      faith assist in the carrying out of all the provisions of this Note and in
      the
      taking of all such action as may be necessary or appropriate in order to protect
      the rights of the Holder of this Note against impairment.

     

    19. Expenses.  The
      Company agrees to pay all of the Holder’s reasonable costs, fees and expenses,
      if any (including reasonable counsel fees and expenses, costs of collection
      and
      court costs), in connection with the enforcement of this Note.

     

    [REMAINDER
      OF PAGE LEFT BLANK]

     

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Note to be executed in its
      corporate name and this Note to be dated, issued and delivered, all on the
      date
      first above written.

     

    


     

    INDIA
      GLOBALIZATION CAPITAL, INC.

    a
      Maryland corporation

     

    
       

      
        
          	
                  By

                	
                  _____________________________

                
	 	 
	
                  Print
                    Name  

                	
                  _____________________________

                
	 	 
	
                  Title

                	
                  _____________________________

                


        

         

         

        
          Accepted
            and Agreed to:

           

          INITIAL
            HOLDER:

        

         

         

         

        
          	    ____________________________ 
                  
	
                  Print
                    Name of Holder 

                
	 
                  	 
                  
	
                  By

                	
                  _________________________

                
	
                  (Signature)

                
	 	 
	    
                  ____________________________   
                  
	
                  (Print
                    Name, if signing on behalf of entity)

                
	 	 


        

         

        
          	    
                  _____________________________       
                  
	
                  Title
                    (if applicable)

                


        

        
          	 	 
	 	 
	
                  Address:

                	
                  _____________________________

                
	 
                  	
                  _____________________________

                
	 
                  	
                  _____________________________

                


        

        


        
          
            
            

          

          
            A-5

            
              

            

          

          
            
            

          

        

         

      

    

    


    ASSIGNMENT
      FORM

     

    (To
      Assign the foregoing Note, execute

    this
      form
      and supply required information.)

    


     

    FOR
      VALUE
      RECEIVED, an interest corresponding to the unpaid principal amount of the
      foregoing Note and all rights evidenced thereby are hereby assigned
      to

     

    


    
       

      
        
          	                                                                                                                                                 &am

p;am
                  p;#1 60;        	 
                  
	
                  (Please
                    Print)

                	 
                  
	 
                  	 
                  
	
                  whose
                    address is                                                                                                                    

                	 
                  
	 	 
	
                                                                                                                                                                     


                        

                	 
                  
	 	 
	
                  Dated:                                                  
                    

                	 
                  
	 
                  	 
                  
	
                  Holder’s
                    Signature:                                                               

                	 
                  
	 
                  	 
                  
	
                  Holder’s
                    Address:                                                                   
                    

                	 
                  
	                                                                                                      
                  	 
	 	 
	
                  Signature
                    Guaranteed:                                                           

                	 
                  


        

        
                                                                                              

      

    

     

    
      	
              NOTE:

            	
              The
                signature to this Assignment Form must correspond with the name as
                it
                appears on the face of the Note, without alteration or enlargement
                or any
                change whatever, and must be guaranteed by a bank or trust
                company.  Officers of corporations and those acting in a
                fiduciary or other representative capacity should file proper evidence
                of
                authority to assign the foregoing
                Note.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

     EXHIBIT B

    


    DISCLOSURE
      SCHEDULE

     

    


     

    Section
      2.4

     

    The
      following SEC Documents were not timely filed:

     

    Annual
      Report on Form 10-KSB for the
      fiscal year ended March 31, 2008

     

    Section
      2.9

     

    The
      Company may incur such fees and/or commissions in connection with Loans
      consummated at any of the Subsequent Closings.

     

     

     

    
      
        
        

      

      
        B-1