EXHIBIT
        10.2

       

      ____________
        ___, 2005

       

      


       

      Phoenix
        India Acquisition Corp.

      711
        Fifth
        Avenue, Suite 401

      New
        York,
        NY 10022

      Attn:
        Ramesh Akella

       

      Rodman
        & Renshaw, LLC

      330
        Madison Avenue

      New
        York,
        New York 10017

      Attn: Thomas
        Pinou, CFO

      
        	 	
                 

                Re:

              	
                 

                Initial
                  Public Offering

              


      

       

      Gentlemen:

       

      The
        undersigned stockholder 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 10 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. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Phoenix
              India Acquisition Corp.

            Rodman
              & Renshaw, LLC

            ______
              __, 2005

            Page
              2

          

        

      

       

      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, LLC and RKP Capital, Inc. (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 has full right and power, without violating any agreement by
        which
        he is bound, to enter into this letter agreement.

       

      9.  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.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
            Phoenix
              India Acquisition Corp.

            Rodman
              & Renshaw, LLC

            ______
              __, 2005

            Page
              3

          

        

      

       

      10.  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/ Jagan
                Akella
	 	
                
Jagan
                Akella
	 	 


      

       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Sujan
                Akella
	 	
                
Sujan
                Akella
	 	 


      

       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Jacqueline
                Fernandez
	 	
                
Jacqueline
                Fernandez
	 	 


      

       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Rohan
                Phansalkar
	 	
                
Rohan
                Phansalkar
	 	 


      

       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Eva
                Michalik-Phansalkar
	 	
                
Eva
                Michalik-Phansalkar
	 	 


      

       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Rohit
                Phansalkar
	 	
                
Rohit
                Phansalkar, on behalf of Noelle
                Phansalkar-Michalik
	 	 


      

       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Rohit
                Phansalkar
	 	
                
Rohit
                Phansalkar, on behalf of Nishelle
                Phansalkar-Michalik
	 	 


      

       

      
        	 	 	 
	 	THE
                MORNING TRUST
	 
 	 
 	 
 
	 	By:  	/s/ Mark
                M. Christopher
	 	
                
Mark
                M. Christopher
	 	as
                Trustee, and not individually


      

       

      
        	 	 	 
	 	THE SUNRISE
                TRUST
	 
 	 
 	 
 
	 	By:  	/s/ Mark
                M. Christopher
	 	
                
Mark
                M. Christopher
	 	as
                Trustee, and not individually


      

       

      
        	 	 	 
	 	THE LUNA
                TRUST
	 
 	 
 	 
 
	 	By:  	/s/ Mark
                M. Christopher
	 	
                
Mark
                M. Christopher
	 	as
                Trustee, and not individually


      

       

      
        	 	 	 
	 	THE AURORA
                TRUST
	 
 	 
 	 
 
	 	By:  	/s/ Mark
                M. Christopher
	 	
                
Mark
                M. Christopher
	 	as
                Trustee, and not individually


      

       

       

      
        
          
          

        

        
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