EXHIBIT
      10.4

    STOCK
      ESCROW AGREEMENT

     

    STOCK
      ESCROW AGREEMENT, dated as of ___________ ___, 2005 (“Agreement”) by and among
      Phoenix India Acquisition Corp., a Delaware corporation (“Company”), the
      undersigned parties listed as Initial Stockholders on the signature page hereto
      (collectively, the “Initial Stockholders”) and American Stock Transfer &
      Trust Company, a New York corporation (“Escrow Agent”).

     

    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated _______ __, 2005
      (“Underwriting Agreement”) with Rodman & Renshaw, LLC (“Rodman”), pursuant
      to which, among other matters, Rodman has agreed to purchase 12,500,000 units
      (“Units”) of the Company. Each Unit consists of one share of the Company’s
      Common Stock, par value $.0001 per share, and one Warrant, each Warrant to
      purchase one share of Common Stock, all as more fully described in the Company’s
      definitive Prospectus, dated ________ __, 2005 (“Prospectus”) comprising part of
      the Company’s Registration Statement on Form S-1 (File No. 333-128008) under the
      Securities Act of 1933, as amended (“Registration Statement”), declared
      effective on ________ __, 2005 (“Effective Date”).

     

    WHEREAS,
      the Initial Stockholders have agreed as a condition of the Rodman’s obligation
      to purchase the Units pursuant to the Underwriting Agreement and to offer them
      to the public to deposit all of their units of the Company, such units
      consisting of one share of Common Stock of the Company, par value $.0001 per
      share, and one warrant to purchase one share of common stock of the Company,
      as
      set forth opposite their respective names in Exhibit A attached hereto
      (collectively “Escrow Units”), in escrow as hereinafter provided.

     

    WHEREAS,
      the Company and the Initial Stockholders desire that the Escrow Agent accept
      the
      Escrow Shares, in escrow, to be held and disbursed as hereinafter
      provided.

     

    IT
      IS
      AGREED:

     

    1.  Appointment
      of Escrow Agent.
      The
      Company and the Initial Stockholders hereby appoint the Escrow Agent to act
      in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

     

    2.  Deposit
      of Escrow Units.
      On or
      before the Effective Date, each of the Initial Stockholders shall deliver to
      the
      Escrow Agent certificates representing his or her respective Escrow Units,
      to be
      held and disbursed subject to the terms and conditions of this Agreement. Each
      Initial Stockholder acknowledges that the certificate representing his or her
      Escrow Units is legended to reflect the deposit of such Escrow Units under
      this
      Agreement.

     

    3.  Disbursement
      of the Escrow Units.
      The
      Escrow Agent shall hold the Escrow Units until the first anniversary of the
      completion by the Company of a Business Combination (as such term is defined
      in
      the Registration Statement) (“Escrow Period”), on which date it shall, upon
      written instructions from each Initial Stockholder, disburse each of the Initial
      Stockholder’s Escrow Units to such Initial Stockholder; provided, however, that
      if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof
      that the Company is being liquidated at any time during the Escrow Period,
      then
      the Escrow Agent shall promptly destroy the certificates 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    representing
      the Escrow Units. The Escrow Agent shall have no further duties hereunder after
      the disbursement or destruction of the Escrow Units in accordance with this
      Section 3. 

     

    4.  Rights
      of Initial Stockholders in Escrow Units.

     

    4.1.  Voting
      Rights as a Stockholder.
      Subject
      to the terms of the Insider Letter described in Section 4.4 hereof and except
      as
      herein provided, the Initial Stockholders shall retain all of their rights
      as
      stockholders of the Company during the Escrow Period, including, without
      limitation, the right to vote such shares.

     

    4.2.  Dividends
      and Other Distributions in Respect of the Escrow Units.
      During
      the Escrow Period, all dividends payable in cash with respect to the Escrow
      Units shall be paid to the Initial Stockholders, but all dividends payable
      in
      stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to
      the Escrow Agent to hold in accordance with the terms hereof. As used herein,
      the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends
      distributed thereon, if any.

     

    4.3.  Restrictions
      on Transfer.
      During
      the Escrow Period, no sale, transfer or other disposition may be made of any
      or
      all of the Escrow Units except (i) by gift to a member of Initial Stockholder’s
      immediate family or to a trust or other entity, the beneficiary of which is
      an
      Initial Stockholder or a member of an Initial Stockholder’s immediate family,
      (ii) by virtue of the laws of descent and distribution upon death of any Initial
      Stockholder, or (iii) pursuant to a qualified domestic relations order;
      provided, however, that such permissive transfers may be implemented only upon
      the respective transferee’s written agreement to be bound by the terms and
      conditions of this Agreement and of the Insider Letter signed by the Initial
      Stockholder transferring the Escrow Units. During the Escrow Period, the Initial
      Stockholders shall not pledge or grant a security interest in the Escrow Units
      or grant a security interest in their rights under this Agreement.

     

    4.4.  Insider
      Letters.
      Each of
      the Initial Stockholders has executed a letter agreement with Rodman and the
      Company, dated as indicated on Exhibit A hereto, and which is filed as an
      exhibit to the Registration Statement (“Insider Letter”), respecting the rights
      and obligations of such Initial Stockholder in certain events, including but
      not
      limited to the liquidation of the Company.

     

    5.  Concerning
      the Escrow Agent.

     

    5.1.  Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and 

     

    
      
        
        

      

      
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    effectiveness
      of its provisions, but also as to the truth and acceptability of any information
      therein contained) which is believed by the Escrow Agent to be genuine and
      to be
      signed or presented by the proper person or persons. The Escrow Agent shall
      not
      be bound by any notice or demand, or any waiver, modification, termination
      or
      rescission of this Agreement unless evidenced by a writing delivered to the
      Escrow Agent signed by the proper party or parties and, if the duties or rights
      of the Escrow Agent are affected, unless it shall have given its prior written
      consent thereto.

     

    5.2.  Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including counsel fees and disbursements, or loss suffered
      by the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Units held by it hereunder, other than expenses or losses arising from
      the gross negligence or willful misconduct of the Escrow Agent. Promptly after
      the receipt by the Escrow Agent of notice of any demand or claim or the
      commencement of any action, suit or proceeding, the Escrow Agent shall notify
      the other parties hereto in writing. In the event of the receipt of such notice,
      the Escrow Agent, in its sole discretion, may commence an action in the nature
      of interpleader in an appropriate court to determine ownership or disposition
      of
      the Escrow Units or it may deposit the Escrow Units with the clerk of any
      appropriate court or it may retain the Escrow Units pending receipt of a final,
      non appealable order of a court having jurisdiction over all of the parties
      hereto directing to whom and under what circumstances the Escrow Units are
      to be
      disbursed and delivered. The provisions of this Section 5.2 shall survive in
      the
      event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or
      5.6
      below.

     

    5.3.  Compensation.
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it hereunder, as set forth on Exhibit B hereto.
      The Escrow Agent shall also be entitled to reimbursement from the Company for
      all expenses paid or incurred by it in the administration of its duties
      hereunder including, but not limited to, all counsel, advisors’ and agents’ fees
      and disbursements and all taxes or other governmental charges.

     

    5.4.  Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Initial
      Stockholders shall deliver or cause to be delivered to the Escrow Agent such
      further documents and instruments and shall do or cause to be done such further
      acts as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agreement, to evidence compliance herewith
      or to assure itself that it is protected in acting hereunder.

     

    5.5.  Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice and such
      resignation shall become effective as hereinafter provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over to
      a
      successor escrow agent appointed by the Company and approved by Rodman, the
      Escrow Units held hereunder. If no new escrow agent is so appointed within
      the
      60 day period following the giving of such notice of resignation, the Escrow
      Agent may deposit the Escrow Units with any court it deems
      appropriate.

     

    
      
        
        

      

      
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    5.6.  Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the other parties hereto,
      jointly, provided, however, that such resignation shall become effective only
      upon acceptance of appointment by a successor escrow agent as provided in
      Section 5.5.

     

    5.7.  Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

     

    6.  Miscellaneous.

     

    6.1.  Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York. Each of the
      parties hereby agrees that any action, proceeding or claim against it arising
      out of or relating in any way to this Agreement shall be brought and enforced
      in
      the courts of the State of New York or the United States District Court for
      the
      Southern District of New York, and irrevocably submits to such jurisdiction,
      which jurisdiction shall be exclusive. Each of the parties hereby waives any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum.

     

    6.2.  Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by the party
      to
      the charged.

     

    6.3.  Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

     

    6.4.  Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

     

    6.5.  Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or by private national courier
      service, or be mailed, certified or registered mail, return receipt requested,
      postage prepaid, and shall be deemed given when so delivered personally or,
      if
      sent by private national courier service, on the next business day after
      delivery to the courier, or, if mailed, two business days after the date of
      mailing, as follows:

     

    If
      to the
      Company, to:

     

    Phoenix
      India Acquisition Corp.

    711
      Fifth
      Avenue, Suite 401

    New
      York,
      NY 10022

    Attn: Ramesh
      Akella, President and Chief Strategy Officer

     

    


     

    If
      to a
      Stockholder, to his address set forth in Exhibit A.

     

    and
      if to
      the Escrow Agent, to:

     

    
      
        
        

      

      
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    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    New
      York,
      New York 10038

    Attn: ___________

     

    A
      copy of
      any notice sent hereunder shall be sent to:

     

    Loeb
      & Loeb LLP 

    345
      Park
      Avenue 

    New
      York,
      New York 10154

    Attn: Mitchell
      S. Nussbaum, Esq.

     

    and:

     

    Rodman
      & Renshaw, LLC

    1270
      Avenue of the Americas, 16th Floor

    New
      York,
      New York 10020

    Attn:  Thomas
      Pinou, CFO

     

    and:

     

    Gersten
      Savage LLP

    600
      Lexington Avenue, 9th
      Floor

    New
      York,
      New York 10022

    Attn: 
      Arthur
      Marcus, Esq.

     

    


     

    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

     

    6.6.  Liquidation
      of Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the
      Prospectus.


    
      
        
        

      

      
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    WITNESS
      the execution of this Agreement as of the date first above written.

     

    PHOENIX
      INDIA ACQUISITION CORP.

     

    By: 

      
        

      

    

    Name:

    Title

     

    INITIAL
      STOCKHOLDERS:

     

    ______________________________________

    Raju
      Panjwani

     

    ______________________________________

    Ramesh
      Akella

     

    ______________________________________

    Shekhar
      Wadekar

     

    ______________________________________

    Rohit
      Phansalkar

     

    
      ______________________________________

      Jagan
        Akella

       

      ______________________________________

      Sujan
        Akella

       

      ______________________________________

      Jacqueline
        Fernandez

       

      ______________________________________

      Rohan
        Phansalkar

       

      ______________________________________

      Eva
        Michalik-Phansalkar

       

      ______________________________________

      Rohit
        Phansalkar, on behalf of Noelle Phansalkar-Michalik

       

      ______________________________________

      Rohit
        Phansalkar, on behalf of Nishelle Phansalkar-Michalik

       

      THE
        MORNINGSTAR TRUST

       

      ______________________________________

      Trustee

       

      THE
        SUNRISE TRUST

       

      ______________________________________

      Trustee

       

      THE
        LUNA
        TRUST

       

      ______________________________________

      Trustee

       

      THE
        AURORA TRUST

       

      ______________________________________

      Trustee

    

     

    AMERICAN
      STOCK TRANSFER & TRUST COMPANY

     

    By: 

      
        

      

    

    Name:
      

    Title:
      


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      A

     

    
      	
               

              Name of
                

              Initial
                Stockholder

            	 	
               

              Number

              of
                Shares

            	 	
               

              Stock

              Certificate
                Number

            	 	
               

              Date
                of 

              Insider
                Letter

            


    

    
      
        	
                 

                 

              	 	 	 	 	 	 
	
                Jagan
                  Akella

              	 	
                20,000

              	 	
                 
                  

                 

              	 	 
	
                Sujan
                  Akella

              	 	
                20,000
                  

              	 	
                 
                  

                 

              	 	 
	
                Jacqueline
                  Fernandez 

              	 	
                 
                  
                  20,000
                    

                

              	 	
                 
                  

                 

              	 	 
	
                Ramesh
                  Akella 

              	 	
                
                  838,439
                    

                

              	 	
                 
                  

                 

              	 	 
	
                Raju
                  Panjwani 

              	 	
                
                  742,187
                    

                

              	 	
                 
                  

                 

              	 	 
	
                Rohan
                  Phansalkar 

              	 	
                
                  15,000
                    

                

              	 	
                 
                  

                 

              	 	 
	
                Eva
                  Michalik-Phansalkar 

              	 	
                
                  15,000
                    

                

              	 	
                 
                  

                 

              	 	 
	
                 

                Rohit
                  Phansalkar, as Custodian for, 

              	 	
                 
                  

              	 	
                 
                  

              	 	 
	
                Noelle
                  Phansalkar-Michalik 

              	 	
                
                  15,000
                    

                

              	 	
                 
                  

                 

              	 	 
	
                Nishelle
                  Phansalkar-Michalik 

              	 	
                15,000

              	 	
                 
                  

                 

              	 	 
	
                Rohit
                  Phansalkar 

              	 	
                
                  682,187
                    

                

              	 	
                 
                  

                 

              	 	 
	
                The
                  Morningstar Trust 

              	 	
                
                  74,219
                    

                

              	 	
                 
                  

                 

              	 	 
	
                The
                  Sunrise Trust 

              	 	
                
                  74,219
                    

                

              	 	
                 
                  

                 

              	 	 
	
                The
                  Luna Trust 

              	 	
                
                  296,874
                    

                

              	 	
                 
                  

                 

              	 	 
	
                The
                  Aurora Trust 

              	 	
                
                  296,875
                    

                

              	 	
                 
                  

                 

              	 	 


      

    

    



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      B

     

    Escrow
      Agent Fees

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        8