EXHIBIT
      10.1


     

    ____________
      ___, 2005

     

    


     

    Phoenix
      India Acquisition Corp.

    711
      Fifth
      Avenue, Suite 401

    New
      York,
      NY 10022

    Attn:
      Ramesh Akella

     

    Rodman
      & Renshaw, LLC

    1270
      Avenue of the Americas, 16th Floor

    New
      York,
      New York 10020

    Attn: Thomas
      Pinou

    
      	
               

            	
              Re:

            	
              Initial
                Public Offering

            


    

     

    Gentlemen:

     

    The
      undersigned stockholder, officer and/or director of Phoenix India Acquisition
      Corp. (“Company”), in consideration of Rodman & Renshaw, LLC (“Rodman”)
      entering into a letter of intent (“Letter of Intent”) to underwrite an initial
      public offering of the securities of the Company (“IPO”) and embarking on the
      IPO process, hereby agrees as follows (certain capitalized terms used herein
      are
      defined in paragraph 11 hereof):

     

    1.  If
      the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will vote all Insider Shares and IPO Shares owned by him in
      accordance with the majority of the votes cast by the holders of the IPO
      Shares.

     

    2.  In
      the
      event that the Company fails to consummate a Business Combination within 18
      months from the effective date (“Effective Date”) of the registration statement
      relating to the IPO (or 24 months under the circumstances described in the
      prospectus relating to the IPO), the undersigned will take all reasonable
      actions within his power to cause the Company to liquidate as soon as reasonably
      practicable. In such event, the undersigned hereby waives any and all right,
      title, interest or claim of any kind in or to any liquidating distributions
      by
      the Company, including, without limitation, any distribution of the Trust Fund
      (as defined in the Letter of Intent) as a result of such liquidation with
      respect to his Insider Shares (“Claim”) and hereby waives any Claim the
      undersigned may have in the future as a result of, or arising out of, any
      contracts or agreements with the Company and will not seek recourse against
      the
      Trust Fund for any reason whatsoever. The undersigned agrees to indemnify and
      hold harmless the Company against any and all loss, liability, claims, damage
      and expense whatsoever (including, but not limited to, any and all legal or
      other expenses reasonably incurred in investigating, preparing or defending
      against any litigation, whether pending or threatened, or any claim whatsoever)
      which the Company may become subject as a result of any claim by any vendor
      that
      is owed money by the Company for services rendered or products sold but only
      to
      the extent necessary to ensure that such loss, liability, claim, damage or
      expense does not reduce the amount in the Trust Fund. The foregoing section
      is
      not for the benefit of any third party creditors of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        Phoenix
          India Acquisition Corp.

        Rodman
          & Renshaw, LLC

        _________
          ___, 2005

        Page
          

      

    

     

    3.  In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, prior to presentation to any other person or entity, those
      opportunities to acquire an operating business the undersigned reasonably
      believes are suitable for the Company, until the earlier of the consummation
      by
      the Company of a Business Combination, the liquidation of the Company or until
      such time as the undersigned ceases to be an officer or director of the Company,
      subject to any pre-existing fiduciary obligations the undersigned might
      have.

     

    4.  The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination which involves a company which is affiliated with any
      of
      the Insiders unless the Company obtains an opinion from an independent
      investment banking firm reasonably acceptable to Rodman that the business
      combination is fair to the Company’s stockholders from a financial
      perspective.

     

    5.  Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive and will not accept any finder’s
      fee or any other compensation for services rendered to the Company prior to
      the
      consummation of the Business Combination; provided that commencing on the
      effective date, Phoenix Capital Partners and RKP Capital (each, a “Related
      Party”), shall be entitled to charge the Company up to $7,500 per month to
      compensate if for the Company’s use of certain administrative services provided
      by each Related Party. Related Party and the undersigned shall be entitled
      to
      reimbursement from the Company for his out-of-pocket expenses incurred in
      connection with seeking and consummating a Business Combination.

     

    6.  Neither
      the undersigned, any member of the family of the undersigned, or any Affiliate
      of the undersigned will be entitled to receive or accept a finder’s fee or any
      other compensation in the event the undersigned, any member of the family of
      the
      undersigned or any Affiliate of the undersigned originates a Business
      Combination.

     

    7.  The
      undersigned will escrow his Insider Shares and Insider Warrants 12 months from
      the date of the consummation of a Business Combination, subject to the terms
      of
      a Stock Escrow Agreement which the Company will enter into with the undersigned
      and an escrow agent acceptable to the Company.

     

    8.  The
      undersigned agrees to be the [Position with the Company] until the earlier
      of
      the consummation by the Company of a Business Combination or the liquidation
      of
      the Company. The undersigned’s biographical information furnished to the Company
      and Rodman and attached hereto as Exhibit A is true and accurate in all
      respects, does not omit any material information with respect to the
      undersigned’s background and contains all of the information required to be
      disclosed pursuant to Section 401 of Regulation S-K, promulgated under the
      Securities Act of 1933. The undersigned’s Questionnaire furnished to the Company
      and Rodman and annexed as Exhibit B hereto is true and accurate in all respects.
      The undersigned represents and warrants that:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      
        Phoenix
          India Acquisition Corp.

        Rodman
          & Renshaw, LLC

        _________
          ___, 2005

        Page
          

      

    

     

    (a)  he
      is not
      subject to or a respondent in any legal action for, any injunction,
      cease-and-desist order or order or stipulation to desist or refrain from any
      act
      or practice relating to the offering of securities in any state, federal or
      foreign jurisdiction;

     

    (b)  he
      has
      never been convicted of or pleaded guilty to any crime (i) involving any fraud
      or (ii) relating to any financial transaction or handling of funds of another
      person, or (iii) pertaining to any dealings in any securities and he is not
      currently a defendant in any such criminal proceeding; and

     

    (c)  he
      has
      never been suspended or expelled from membership in any securities or
      commodities exchange or association or had a securities or commodities license
      or registration in any state, federal or foreign jurisdiction denied, suspended
      or revoked.

     

    9.  The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement and to serve as [Position
      with
      the Company].

     

    10.  The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Rodman and its legal representatives or agents
      (including any investigative search firm retained by Rodman) any information
      they may have about the undersigned’s background and finances (“Information”),
      solely for the purposes of the Company’s IPO. Neither Rodman nor its agents
      shall be violating the undersigned’s right of privacy in any manner in
      requesting and obtaining the Information and the undersigned hereby releases
      them from liability for any damage whatsoever in that connection.

     

    11.  As
      used
      herein, (i) a “Business Combination” shall mean an acquisition by merger,
      capital stock exchange, asset or stock acquisition, reorganization or otherwise,
      of one or more operating businesses located in India and involved in the
      knowledge process or business process outsourcing industries selected by the
      Company; (ii) “Insiders” shall mean all officers, directors and stockholders of
      the Company immediately prior to the IPO; (iii) “Insider Shares” shall mean all
      of the shares of Common Stock of the Company owned by the undersigned prior
      to
      the IPO; (iv) “Insider Warrants shall mean all warrants to purchase Common Stock
      of the Company and all shares of Common Stock underlying such warrants, owned
      by
      an Insider prior to the IPO; and (v) “IPO Shares” shall mean the shares of
      Common Stock issued in the Company’s IPO.

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Raju
              Panjwani
	 	
              
Raju
              Panjwani
	 	 


    

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Ramesh
              Akella
	 	
              
Ramesh
              Akella
	 	 


    

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Shekhar
              Wadekar
	 	
              
Shekhar
              Wadekar
	 	 


    

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Rohit
              Phansalkar
	 	
              
Rohit
              Phansalkar
	 	 


    

     

    _______________________________

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

        
          Phoenix
            India Acquisition Corp.

          Rodman
            & Renshaw, LLC

          _________
            ___, 2005

          Page
            

        

      

    


     

    EXHIBIT
      A

     

    [Biographical
      Information]


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

        
          Phoenix
            India Acquisition Corp.

          Rodman
            & Renshaw, LLC

          _________
            ___, 2005

          Page
            

        

      

    


     

    EXHIBIT
      B

     

    [Director
      and Officers Questionaire]

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        5