Form of Stock Escrow Agreement

EXHIBIT 10.6

STOCK 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 and RANGA KRISHNA (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 20,000,000 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 ___, 2005 (" 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 ___, 2005 (" 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.

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. 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.

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 in accordance with this Section 3.

3.2 CONSUMMATION OF A BUSINESS COMBINATION. Within thirty (30) days after the consummation by the Company of a Business Combination, the Company shall deliver to the Escrow Agent a certificate executed by the Chief Executive Officer or the Chief Financial Officer, in form reasonably acceptable to the Escrow Agent, stating that a Business Combination has been consummated, the date of the Business Combination shall have been consummated and the date that is one hundred eighty days after the date of consummation of a Business Combination.

3.3 LIQUIDATION OF THE 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.

4. RIGHTS OF INIT ...