PHOENIX INDIA ACQUISITION CORPORATION

EXHIBIT 10.6

PHOENIX INDIA ACQUISITION CORPORATION

August__, 2005 

Phoenix Capital Partners, LLC

000 Xxxxx Xxxxxx

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 Capital, 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 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. 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.
	By:	/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title: Chairman

	AGREED TO AND ACCEPTED BY: Phoenix Capital Partners, LLC
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Managing Member

	RKP Capital, Inc.
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name: Xxxxx Xxxxxxxxxx
		Title: Chief Executive Officer

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