exv10w15



 






EXHIBIT 10.15




PROMISSORY NOTE




$50,000

Bethesda, Maryland




     India
Globalization Capital, Inc. (the “Maker”) promises to pay
to the order of Ranga Krishna (the
“Payee”) the principal sum of Fifty Thousand Dollars and No Cents ($50,000.00) in lawful money of
the United States of America, together with interest on the unpaid principal balance of this Note,
on the terms and conditions described below.



1. PRINCIPAL. The principal balance of this Note shall be repayable on the earlier of
(i) April 30, 2006 or (ii) the date on which Maker consummates an initial public offering
of its securities.



2. INTEREST. The principal balance shall bear interest at the rate of four per cent per
annum.



3. APPLICATION OF PAYMENTS. All payments shall be applied first to payment in full of
any costs incurred in the collection of any sum due under this Note, including (without
limitation) reasonable attorneys’ fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.



4. EVENTS OF DEFAULT. The following shall constitute Events of Default:



(a) FAILURE TO MAKE REQUIRED PAYMENTS. Failure by Maker to pay the
principal of or accrued interest on this Note within five (5) business days
following the date when due.



(b) VOLUNTARY BANKRUPTCY, ETC. The commencement by Maker of a voluntary
case under the Federal Bankruptcy Code, as now constituted or hereafter amended,
or any other applicable federal or state bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of
its property, or the making by it of any assignment for the benefit of creditors,
or the failure of Maker generally to pay its debts as such debts become due, or
the taking of corporate action by Maker in furtherance of any of the foregoing.



(c) INVOLUNTARY BANKRUPTCY, ETC. The entry of a decree or order for
relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under the Federal Bankruptcy Code, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part
of its property, or ordering the winding-up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of 60
consecutive days.



5. REMEDIES.



(a) Upon the occurrence of an Event of Default specified in Section 4(a),
Payee may, by written notice to Maker, declare this Note to be due and payable,
whereupon the principal




 









 




amount of this Note, and all other amounts payable
thereunder, shall become immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived,
anything contained herein or in the documents evidencing the same to the contrary
notwithstanding.



(b) Upon the occurrence of an Event of Default specified in Sections 4(b)
and 4(c), the unpaid principal balance of, an all other sums payable with regard
to, this Note shall automatically and immediately become due and payable, in all
cases without any action on the part of the Payee.



6. WAIVERS. Maker and all endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest, and notice of protest with
regard to the Note, all errors, defects and imperfections in any proceedings instituted by
Payee under the terms of the Note, and all benefits that might accrue to Maker by virtue
of any present or future laws exempting any property, real or personal, or any part of the
proceeds arising from any sale of any such property, from attachment, levy or sale under
execution, or providing for any stay of execution, exemption from civil process, or
extension of time for payment; and Maker agrees that any real estate that may be levied
upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued
hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.



7. UNCONDITIONAL LIABILITY. Maker hereby waives all notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of this Note,
and agrees that its liability shall be unconditional, without regard to the liability of
any other party, and shall not be affected in any manner by any indulgence, extension of
time, renewal, waiver or modification granted or consented to by Payee, and consents to
any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agree that
additional makers, endorsers, guarantors, or sureties may become parties hereto without
notice to them or affecting their liability hereunder.



8. NOTICES. Any notice called for hereunder shall be deemed properly given if (i) sent
by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched
by any form of private or governmental express mail or delivery service providing
receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following
addresses or to such other address as either party may designate by notice in accordance
with this Section:




If to Maker:

India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Attn.: John Cherin, Chief Financial Officer




If to Payee:

Ranga Krishna




 



 






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Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the
date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail
transmission was received by the receiving party’s on-line access provider (iv) the date reflected
on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or
dispatch by express mail or delivery service.



9. CONSTRUCTION. This Note shall be construed and enforced in accordance with the
domestic, internal law, but not the law of conflict of laws, of the State of Maryland.



10. SEVERABILITY. Any provision contained in this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.



IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly
executed by its Chief Executive Officer the day and year first above written.




	 	 	 	 	 
	 	INDIA GLOBALIZATION CAPITAL, INC.

 	 
	Date: September 26, 2005 	By:  	/s/  John Cherin
 	 
	 	 	    Chief Financial Officer 	 
	 	 	 	 
	 




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