PHOENIX INDIA ACQUISITION CORPORATION
EXHIBIT
10.6
PHOENIX
INDIA ACQUISITION CORPORATION
| August__, 2005 |
Phoenix
Capital Partners, LLC
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Suite
401
New
York,
NY 10022
Gentlemen:
This
letter will confirm our agreement, that commencing on the effective date
(“Effective Date”) of the registration statement of the initial public offering
(“IPO”) of the securities of Phoenix India Acquisition Corp. (“Company”) and
continuing until the consummation by the Company of a “Business Combination” (as
described in the Company’s IPO prospectus), Phoenix Capital Partners, LLC
(“Phoenix Capital”) and RKP Caoital, Inc. shall make available to the Company
certain administrative, technology and secretarial services, as well as the
use
of certain limited office space in New York City, as may be required by the
Company from time to time, situated at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or any successor location). In exchange therefor, the Company
shall pay to Phoenix Capital the sum of $7,500 per month (the “Fee”) on the
Effective Date and continuing monthly thereafter. It is understood that Phoenix
Capital shall pay a portion of the Fee to RKP Capital, Inc. for expenses
incurred in connection with the Company’s business.
| Very truly yours, | ||
|
PHOENIX
INDIA ACQUISITION
CORP.
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| By: | /s/ | |
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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| Title: President and Chief Strategy Officer | ||
0;
AGREED
TO
AND ACCEPTED BY:
Phoenix
Capital Partners, LLC
By:
_____________________________
Name:
Title:
RKP
Capital, Inc.
By:
_____________________________
Name:
Title:
2