EXHIBIT
      4.3

       

      SPECIMEN
        WARRANT CERTIFICATE 

       

      
        	NUMBER	
                WARRANTS


              
	__________-	 


      

       

      (SEE
        REVERSE SIDE FOR LEGEND)

      (THIS
        WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

      NEW
        YORK
        CITY TIME, __________, 2009

       

      PHOENIX
        INDIA ACQUISITION CORP.

       

      CUSIP
                      

       

      WARRANT

       

      THIS
        CERTIFIES THAT, for value received

       

      is
        the
        registered holder of a Warrant or Warrants expiring ________, 2010 (the
“Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
        par value $.0001 per share (“Shares”), of Phoenix India Acquisition Corp., a
        Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant
        Certificate. The Warrant entitles the holder thereof to purchase from the
        Company, commencing on the later of (i) the consummation by the Company of
        a
        merger, capital stock exchange, asset acquisition or other similar business
        combination or (ii) __________, 2006, such number of Shares of the Company
        at
        the price of $5.00 per share, upon surrender of this Warrant Certificate
        and
        payment of the Warrant Price at the office or agency of the Warrant Agent,
        American Stock Transfer & Trust Company (such payment to be made by check
        made payable to the Warrant Agent), but only subject to the conditions set
        forth
        herein and in the Warrant Agreement between the Company and American Stock
        Transfer & Trust Company. The Warrant Agreement provides that upon the
        occurrence of certain events the Warrant Price and the number of Warrant
        Shares
        purchasable hereunder, set forth on the face hereof, may, subject to certain
        conditions, be adjusted. The term Warrant Price as used in this Warrant
        Certificate refers to the price per Share at which Shares may be purchased
        at
        the time the Warrant is exercised.

       

      No
        fraction of a Share will be issued upon any exercise of a Warrant. If the
        holder
        of a Warrant would be entitled to receive a fraction of a Share upon any
        exercise of a Warrant, the Company shall, upon such exercise, round up or
        down
        to the nearest whole number the number of Shares to be issued to such
        holder.

       

      Upon
        any
        exercise of the Warrant for less than the total number of full Shares provided
        for herein, there shall be issued to the registered holder hereof or his
        assignee a new Warrant Certificate covering the number of Shares for which
        the
        Warrant has not been exercised.

       

      Warrant
        Certificates, when surrendered at the office or agency of the Warrant Agent
        by
        the registered holder hereof in person or by attorney duly authorized in
        writing, may be exchanged in the manner and subject to the limitations provided
        in the Warrant Agreement, but without payment of any service charge, for
        another
        Warrant Certificate or Warrant Certificates of like tenor and evidencing
        in the
        aggregate a like number of Warrants.

       

      Upon
        due
        presentment for registration of transfer of the Warrant Certificate at the
        office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
        Certificates of like tenor and evidencing in the aggregate a like number
        of
        Warrants shall be issued to the transferee in exchange for this Warrant
        Certificate, subject to the limitations provided in the Warrant Agreement,
        without charge except for any applicable tax or other governmental
        charge.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      The
        Company and the Warrant Agent may deem and treat the registered holder as
        the
        absolute owner of this Warrant Certificate (notwithstanding any notation
        of
        ownership or other writing hereon made by anyone), for the purpose of any
        exercise hereof, of any distribution to the registered holder, and for all
        other
        purposes, and neither the Company nor the Warrant Agent shall be affected
        by any
        notice to the contrary.

       

      This
        Warrant does not entitle the registered holder to any of the rights of a
        stockholder of the Company.

       

      The
        Company reserves the right to call the Warrant at any time prior to its
        exercise, with a notice of call in writing to the holders of record of the
        Warrant, giving 30 days’ notice of such call at any time after the Warrant
        becomes exercisable if the last sale price of the Shares has been at least
        $11.50 per share on each of 20 trading days within any 30 trading day period
        ending on the third business day prior to the date on which notice of such
        call
        is given. The call price of the Warrants is to be $.01 per Warrant. Any Warrant
        either not exercised or tendered back to the Company by the end of the date
        specified in the notice of call shall be canceled on the books of the Company
        and have no further value except for the $.01 call price.

      
        	
                 

                By

              	 	 	 
	 	 
	 	
                Secretary

              	
                 

              	
                Chairman
                  of the Board

              


      

       

      SUBSCRIPTION
        FORM

      To
        Be
        Executed by the Registered Holder in Order to Exercise Warrants

       

      The
        undersigned Registered Holder irrevocably elects to exercise ______________
        Warrants represented by this Warrant Certificate, and to purchase the shares
        of
        Common Stock issuable upon the exercise of such Warrants, and requests that
        Certificates for such shares shall be issued in the name of

       

      
        	 
	
                (PLEASE
                  TYPE OR PRINT NAME AND ADDRESS)

              
	 
	 
	 
	
                (SOCIAL
                  SECURITY OR TAX IDENTIFICATION NUMBER)

              
	
                 

                and
                  be delivered to

              	 
	 	
                (PLEASE
                  PRINT OR TYPE NAME AND ADDRESS)

              
	 
	 
	
                and,
                  if such number of Warrants shall not be all the Warrants evidenced
                  by this
                  Warrant Certificate, that a new Warrant Certificate for the balance
                  of
                  such Warrants be registered in the name of, and delivered to, the
                  Registered Holder at the address stated
                  below:

              


         

        
          
             

          

          
            2

            
              

            

          

          
             

          

        

         

        
          	
                   

                  Dated:

                	 	 
	 	 	
                  (SIGNATURE)

                
	 	 	 
	 	 	
                  (ADDRESS)

                
	 	 	 
	 	 	 
	 	 	
                  (TAX
                    IDENTIFICATION NUMBER)

                


        

      

       

      ASSIGNMENT

       

      To
        Be
        Executed by the Registered Holder in Order to Assign Warrants

      
        	
                 

                For
                  Value Received, 

              	 	
                 

                hereby
                  sell, assign, and transfer unto

              
	 
	
                (PLEASE
                  TYPE OR PRINT NAME AND ADDRESS)

              
	 
	 
	 
	
                (SOCIAL
                  SECURITY OR TAX IDENTIFICATION NUMBER)

              
	
                 

                and
                  be delivered to

              	 
	 	
                (PLEASE
                  PRINT OR TYPE NAME AND ADDRESS)

              
	 	
                 

                of
                  the Warrants represented by this Warrant Certificate, and
                  hereby

              
	
                irrevocably
                  constitute and appoint 

              	 
	
                Attorney
                  to transfer this Warrant Certificate on the books of the Company,
                  with
                  full power of substitution in the premises.

              
	
                 

                Dated:

              	 	 
	 	 	
                (SIGNATURE)

              


      

       

      THE
        SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
        NAME
        WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
        ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
        BY A
        COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
        EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
        EXCHANGE.

       

      


      
        
           

        

        
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