EXHIBIT
        4.1

       

      SPECIMEN
        UNIT CERTIFICATE

       

      
        	
                NUMBER

              	
                UNITS

              
	U-___________	 
	 	 


      

       

       

      SEE
        REVERSE FOR CERTAIN

      DEFINITIONS

       

      PHOENIX
        INDIA ACQUISITION CORP.

      CUSIP

       

      UNITS
        CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT

      EACH
        TO
        PURCHASE ONE SHARE OF COMMON STOCK

       

      
        	
                 

                THIS
                  CERTIFIES THAT 

              	 
	
                is
                  the owner of

              	 	
                Units.

              


      

       

      Each
        Unit
        (“Unit”) consists of one (1) share of common stock, par value $.0001 per share
        (“Common Stock”), of Phoenix India Acquisition Corp., a Delaware corporation
        (the “Company”), and one warrant (the “Warrants”). Each Warrant entitles the
        holder to purchase one (1) share of Common Stock for $5.00 per share (subject
        to
        adjustment). Each Warrant will become exercisable on the later of (i) the
        Company’s completion of a merger, capital stock exchange, asset acquisition or
        other similar business combination or (ii) ______________, 2006 and will
        expire
        unless exercised before 5:00 p.m., New York City Time, on ____________, 2010,
        or
        earlier upon redemption (the “Expiration Date”). The Common Stock and Warrants
        comprising the Units represented by this certificate are not transferable
        separately prior to the 20th
        day
        after the earlier to occur of the expiration of the underwriters’ over-allotment
        option or its exercise in full. The terms of the Warrants are governed by
        a
        Warrant Agreement, dated as of _______, 2005, between the Company and American
        Stock Transfer & Trust Company, as Warrant Agent, and are subject to the
        terms and provisions contained therein, all of which terms and provisions
        the
        holder of this certificate consents to by acceptance hereof. Copies of the
        Warrant Agreement are on file at the office of the Warrant Agent at 59 Maiden
        Lane, New York, New York 10038, and are available to any Warrant holder on
        written request and without cost. This certificate is not valid unless
        countersigned by the Transfer Agent and Registrar of the Company.

       

      Witness
        the facsimile seal of the Company and the facsimile signature of its duly
        authorized officers.

       

      
         

        
          	 	 	 
	
                  Chairman of
                    the Board

                	
                   

                	
                  Secretary

                


        

        


         

        PHOENIX
          INDIA ACQUISITION CORP.

        CORPORATE
          SEAL 

        2005

        DELAWARE

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

        

      

      PHOENIX
        INDIA ACQUISITION CORP.

       

      The
        Company will furnish without charge to each stockholder who so requests,
        a
        statement of the powers, designations, preferences and relative, participating,
        optional or other special rights of each class of stock or series thereof
        of the
        Company and the qualifications, limitations, or restrictions of such preferences
        and/or rights.

       

      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

      TEN
        ENT -
        as tenants by the entireties

      JT
        TEN -
        as joint tenants with right of survivorship

      and
        not
        as tenants in common

       

      
        	
                UNIF
                  GIFT MIN ACT -

              	
                
                

              	
                Custodian

              	
                
                

              	
                 

              
	
                 

              	
                (Cust)

              	
                 

              	
                (Minor)

              	
                 

              
	
                 

              	
                under
                  Uniform Gifts to Minors 

              	
                 

              
	
                 

              	
                Act

              	
                
                

              	
                 

              
	
                 

              	
                 

              	
                (State)

              	
                 

              


      

       

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

       

      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)

                
	 
	 
	 	
                   

                  Units

                
	
                  represented
                    by the within Certificate, and do hereby irrevocably constitute
                    and
                    appoint

                
	
                   

                	
                   

                  Attorney

                
	
                  to
                    transfer the said Units on the books of the within named Company
                    will full
                    power of substitution in the
                    premises.

                


        

         

        
           

          
            	
                     

                    Dated

                  	 	 
	 	 	 
	 	 
	 	 	
                    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.

                  


          

           

        

         

        
          
             

          

          
            2

            
              

            

          

          
             

          

        

         

        
          
            	
                     

                    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).

                  


          

        

      

       

      


      
        
           

        

        
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