0001185185-08-000040 Sample Contracts

ODEON LIMITED Level Six One Cathedral Square Jules Koenig Street Port-Louis, Republic of Mauritius

Share Purchase Agreement • January 16th, 2008 • India Globalization Capital, Inc. • Heavy construction other than bldg const - contractors

• Contract Type
  Share Purchase Agreement
• Filed
  January 16th, 2008
• Company
  India Globalization Capital, Inc.
• Industry
  Heavy construction other than bldg const - contractors

Re: Share Purchase Agreement dated 21stday of September, 2007 (“Agreement”) entered into between Odeon Limited (“Seller”) and IndiaGlobalization Capital, Inc. (“Buyer”) in respect of 5 million convertible preference shares in Techni Bharathi Limited(“TBL” or “the Company”)

SECOND AMENDMENT TO THE SHARE SUBSCRIPTION CUM PURCHASE AGREEMENT DATED 15TH DAY OF SEPTEMBER, 2007

Share Subscription Cum Purchase Agreement • January 16th, 2008 • India Globalization Capital, Inc. • Heavy construction other than bldg const - contractors

• Contract Type
  Share Subscription Cum Purchase Agreement
• Filed
  January 16th, 2008
• Company
  India Globalization Capital, Inc.
• Industry
  Heavy construction other than bldg const - contractors

THIS Amendment to the Share Subscription cum Purchase Agreement dated 15th September, 2007 (hereinafter referred to as “Agreement”) is entered on this [ ] day of January, 2008 at Mumbai