EXHIBIT
      10.10

    
 

    OPTION
      AGREEMENT

     

    July
      22,
      2005

     

     

    Insider
      Optionees listed on Schedule
      A 

    c/o
      Phoenix India Acquisition Corp. 

    711
      Fifth
      Avenue, Suite 401

    New
      York,
      NY 10022

     

    Ladies
      and Gentlemen:

     

    Phoenix
      India Acquisition Corp. (the “Company”) hereby grants to the persons and
      entities identified on Schedule
      A
      attached
      hereto (the “Insiders”) options to purchase up to an aggregate of 468,750 (the
“Insider Options”) of the Company’s units (the “Units”), each Unit consisting of
      one share of common stock, par value $.0001 per share, of the Company and one
      common stock purchase warrant, at an exercise price of $.008 per Unit (the
      “Exercise Price”), to be distributed on a pro rata basis, in the event, and to
      the extent, the underwriters exercise their option to purchase up to an
      additional 1,875,000 Units (the “Over-allotment Option”) in connection with the
      Company’s initial public offering.

     

    The
      Insider Options shall become exercisable only upon the exercise of the
      Over-allotment Option and shall expire at 5:00 p.m. New York time on the third
      day thereafter. The number of Insider Options that shall be distributed to
      the
      Insiders upon exercise of the Over-allotment Option shall be the product of
      (i)
      the number of Units exercised under the Over-allotment Option multiplied by
      0.25
      and (ii) the percentage set forth on Schedule
      A
      (the
“Available Options”). Exercise of the Available Options may then be made on
      behalf of all the Insiders by the payment of the Exercise Price to the Company
      by any one or more Insiders. 

     

    Very
      truly yours,

     

    PHOENIX
      INDIA ACQUISITION CORP.

     

    By:

     

    __________________________________________

     

    Ramesh
      Akella, President and Chief Strategy Officer

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

     

    
      	
               Schedule
                A

            
	
              Stockholders
                

            	 	
              Percentage
                of Over-

              Allotment
                Option

            
	
               
                

              Jagan
                Akella 

            	
               
                

            	
               
                

              0.64%

            
	
               
                

              Sujan
                Akella 

            	
               
                

            	
               
                

              0.64%

            
	
               
                

              Jacqueline
                Fernandez 

            	
               
                

            	
               
                

              0.64%
                

            
	
               
                

              Ramesh
                Akella 

            	
               
                

            	
               
                

              26.83%

            
	
               
                

              Raju
                Panjwani 

            	
               
                

            	
               
                

              23.75
                %

            
	
               
                

              Rohan
                Phansalkar 

            	
               
                

            	
               
                

              0.48%
                

            
	
               
                

              Eva
                Michalik-Phansalkar 

            	
               
                

            	
               
                

              0.48%
                

            
	
               
                

              Rohit
                Phansalkar, as Custodian for, 

            	
               
                

            	
               
                

            
	
               
                

              Noelle
                Phansalkar-Michalik 

            	
               
                

            	
               
                

              0.48%
                

            
	
               
                

              Nishelle
                Phansalkar-Michalik 

            	
               
                

            	
               
                

              0.48%
                

            
	
               
                

              Rohit
                Phansalkar 

            	
               
                

            	
               
                

              21.82%
                

            
	
               
                

              The
                Morningstar Trust 

            	
               
                

            	
               
                

              2.38%

            
	
               
                

              The
                Sunrise Trust 

            	
               
                

            	
               
                

              2.38%
                

            
	
               
                

              The
                Luna Trust 

            	
               
                

            	
               
                

              9.50%
                

            
	
               
                

              The
                Aurora Trust 

            	
               
                

            	
               
                

              9.50%

            


    

     

    


    
      
         

      

      
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