Form of Stock And Unit Escrow Agreement

EXHIBIT 10.6

STOCK AND UNIT ESCROW AGREEMENT

STOCK ESCROW AGREEMENT, dated as of ___, 2005 (" Agreement" ), by and among INDIA GLOBALIZATION CAPITAL, INC., a Maryland corporation (" Company" ), RAM MUKUNDA, JOHN CHERIN, RANGA KRISHNA and those other persons named on Exhibit A hereto (collectively, the " Initial Stockholders" ) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (" Escrow Agent" ).

WHEREAS, the Company has entered into an Underwriting Agreement, dated ___, 2005 (" Underwriting Agreement" ), with Ferris, Baker Watts, Inc. (" FBW" ) acting as representative of the several underwriters (collectively, the " Underwriters" ), pursuant to which, among other matters, the Underwriters have agreed to purchase 9,830,000 units (" Units" ) of the Company. Each Unit consists of one share of the Company' s Common Stock, par value $.0001 per share, and two Warrants, each Warrant to purchase one share of Common Stock, all as more fully described in the Company' s final Prospectus, dated ___, 2006 (" Prospectus" ) comprising part of the Company' s Registration Statement on Form S-1 (File No. -___) under the Securities Act of 1933, as amended (" Registration Statement" ), declared effective on ___, 2006 (" Effective Date" ).

WHEREAS, the Initial Stockholders have agreed as a condition of the sale of the Units to deposit their shares of Common Stock of the Company, as set forth opposite their respective names in Exhibit A attached hereto (collectively " Escrow Shares" ), 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.

WHEREAS, pursuant to the terms of a Unit Purchase Agreement (" UPA" ), Ram Mukunda (" Mukunda" ) has agreed to purchase 166,667 Units (the " IPO Units" ) in the initial public offering by the Company of its securities (the " IPO" ) and deposit the IPO Units in escrow 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. Capitalized terms used in this Agreement but not defined herein will have the meanings set forth in the Registration Statement.

2. DEPOSIT OF ESCROW SHARES INTO ESCROW.

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

2.2 IPO UNITS. On the consummation of the IPO Mukunda shall deliver to the Escrow Agent certificates representing the IPO Units to be held and disbursed subject to the terms and conditions of this Agreement.

3. DISBURSEMENT OF THE ESCROW SHARES.

3.1 The Escrow Agent shall hold the Escrow Shares until the one hundred eightieth day following the consummation by the Company of a Business Combination (" Escrow Period" ), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder' s Escrow Shares to such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 3.3 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 Shares; provided further, however, that if, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, and release the Escrow Shares to the Initial Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares and the IPO Units in accordance with this Section 3.

3.2 The Escrow Agent shall hold the IPO Units until the third business day following receipt of the certificate referred to in Section 3.3 hereof, on which date it shall, upon written instructions from Mukunda and/or his designee(s), as appropriate, disburse the IPO Units to Mukunda or his designee(s); provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 3.4 hereof that the Company is being liquidated at any time prior to disbursement of the IPO Units, then the Escrow Agent shall promptly destroy the certificates representing the IPO Units; provided further, however, that if, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the IPO Units to Mukunda or his designee(s) upon consummation of the tra ...