PHOENIX INDIA ACQUISITION CORPORATION

EXHIBIT 10.6

PHOENIX INDIA ACQUISITION CORPORATION

November 21 , 2005

Phoenix Capital Partners, LLC

000 Xxxxx Xxxxxx

Xxxxx 000

Xxx Xxxx, XX 00000

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 Corporation (“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”) 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 000 Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 (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.

	PHOENIX INDIA ACQUISITION CORPORATION
	By:	/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx Title:   Chairman

	AGREED TO AND ACCEPTED BY:
	Phoenix Capital Partners, LLC
Date: November 21, 2005	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx Title: Manager

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