EXHIBIT
      4.2

     

    SPECIMEN
      COMMON STOCK CERTIFICATE 

     

    
      
        	NUMBER	
                SHARES

              
	_________C	 


      

    

     

    PHOENIX
      INDIA ACQUISITION CORP.

     

    INCORPORATED
      UNDER THE LAWS OF THE STATE OF DELAWARE

     

    COMMON
      STOCK

     

     

     

    
      
        	 	
                SEE
                  REVERSE FOR

                CERTAIN
                  DEFINITIONS

              
	THIS CERTIFIES THAT	
                 

              	
              	
                CUSIP

              
	
                 

                IS THE OWNER OF

              	 
	 	 


      

    

     

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF

    $.0001
      EACH OF THE COMMON STOCK OF

     

    PHOENIX
      INDIA ACQUISITION CORP.

     

    transferable
      on the books of the Corporation in person or by duly authorized

    attorney
      upon surrender of this certificate properly endorsed. This

    certificate
      is not valid unless countersigned by the Transfer

    Agent
      and
      registered by the Registrar. Witness the seal of

    the
      Corporation and the facsimile signatures of

    its
      duly
      authorized officers.

     

    Dated:

     

     

    
      	 	 	 
	
              CHAIRMAN

            	
               

            	
              SECRETARY

            


    

    


     

    PHOENIX
      INDIA ACQUISITION CORP.

    CORPORATE
      SEAL 

    2005

    DELAWARE

     

    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.

     

    PHOENIX
      INDIA ACQUISITION CORP.

     

    Phoenix
      India Acquisition Corp.(the “Corporation”) will furnish without charge to each
      stockholder who so requests the powers, designations, preferences and relative,
      participating, optional or other special rights of each class of stock or series
      thereof of the Corporation and the qualifications, limitations, or restrictions
      of such preferences and/or rights. This certificate and the shares represented
      thereby are issued and shall be held subject to all the provisions of the
      Certificate of Incorporation and all amendments thereto and resolutions of
      the
      Board of Directors providing for the issue of shares of Preferred Stock (copies
      of which may be obtained from the secretary of the Corporation), to all of
      which
      the holder of this certificate by acceptance hereof assents.

     

    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)

              
	 
	 
	 	
                 

                shares

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

              
	 	
                 

                Attorney

              
	
                to
                  transfer the said stock on the books of the within named Corporation
                  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).

              
	
                 

                The
                  holder of this certificate shall be entitled to receive funds from
                  the
                  trust fund only in the event of the Company’s liquidation or if the holder
                  seeks to convert his respective shares into cash upon a business
                  combination which he voted against and which is actually completed
                  by the
                  Company. In no other circumstances shall the holder have any right
                  or
                  interest of any kind in or to the trust
                  fund.

              


      

    

     

    


     

    
      
        
        

      

      
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