0000950124-05-005072 Sample Contracts

UNDERWRITING AGREEMENT between INDIA GLOBALIZATION CAPITAL, INC. and FERRIS, BAKER WATTS INCORPORATED Dated: August , 2005
Underwriting Agreement • August 19th, 2005 • India Globalization Capital, Inc. • Blank checks • Maryland

The undersigned, India Globalization Capital, Inc., a Maryland corporation (“Company”), hereby confirms its agreement with Ferris, Baker Watts, Inc. (hereinafter referred to as “you,” “FBW” or the “Representative”) and with the other underwriters named on Schedule I hereto for which FBW is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 19th, 2005 • India Globalization Capital, Inc. • Blank checks • New York

This Agreement is made as of , 2005 by and between India Globalization Capital, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

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