TERMS AND CONDITIONS OF ENGAGEMENT

Mr. Ram Mukunda
India Globalization Capital, Inc.
4336 Montgomery Ave.
Bethesda, MD 20814

Dear Ram,

      This letter will confirm and set forth the terms and conditions of engagement of Ferris, Baker Watts, Incorporated (“FBW”) and SG Americas Securities, LLC (“SG”) (collectively, the “Advisors”), by India Globalization Capital, Inc. (the “Company”) as its financial advisors in connection with the proposed purchase by the Company of the stock or assets of a target company or companies (the “Target”), by way of merger, purchase of, or exchange for all or a portion of the stock of the Target, or otherwise (the “Business Combination”). The Advisors’ services in connection with the Business Combination are hereinafter referred to as the “Engagement”. The decision to complete the Business Combination shall be at the sole discretion of the Company.

      The Advisors shall perform financial advisory services for the Company, including, without limitation and for purpose of illustration, assisting the Company in determining an appropriate acquisition strategy and tactics, evaluating the consideration that may be offered to the Target and assisting the Company in the negotiation of the financial terms and conditions of the Business Combination. Such services shall also include conducting due diligence of the target of a prospective Business Combination. In performing their services hereunder, the Advisors may rely entirely, without independent investigation, on publicly available information and such other information as may be furnished to the Advisors by the Company or the Target.

      The Company agrees to furnish to the Advisors all information concerning the Company and the proposed Business Combination which the Advisors and you reasonably deem appropriate, and to use its best efforts to cause the Target to furnish to the Advisors all information concerning the Target and to provide to the Advisors reasonable access to the Company’s officers, directors, employees, accountants, and counsel. Except as otherwise agreed to by the Company, or required by law, all information which is not publicly available will be kept confidential by the Advisors. The Company hereby represents and warrants, to the best of its knowledge, that all information furnished to the Advisors by the Company concerning the Company (excluding forward-looking information, which will be prepared using such reasonable assumptions as the Company considers appropriate) shall be complete and correct in all material respects when furnished and shall not contain any untrue statements of a material fact. In rendering its services hereunder, the Advisors will be using and relying primarily on publicly available information or other information furnished by the Company and has not and does not assume any responsibility for independent verification of such information or any independent appraisal or valuation of assets. Further, in evaluating other companies, the Advisors will be using information contained in public reports and information supplied by the Company, and have not and do not assume any responsibility for independent verification of such information or independent appraisal or valuation of assets.

      To enable the Advisors to render these services in a professional manner, the Company agrees that the Advisors shall have no responsibility to the Company, the Board of Directors, the Target or any other parties for the accuracy,

completeness or legal sufficiency of any financial statements, memoranda or other documentation prepared by or on behalf of the Company or for verification of any of the information contained therein. Appropriate officials of the Company, as the Company may designate, will be responsible for reviewing any memoranda or other documentation prior to its use to determine that, to the best of their knowledge, it does not contain any material misstatements or omissions. The Company recognizes that the Advisors’ ability to successfully perform the services contemplated herein is to a great extent dependent upon the Company’s timely cooperation.

      For the Advisors’ services in connection with the Engagement, the Company shall pay to FBW, who shall pay a portion to SG, pursuant to their agreed-upon allocation, an aggregate fee equal to 2.0% of the Aggregate Consideration (as defined below) paid in connection with the Business Combination (the “Business Combination Fee”). The Business Combination Fee shall be capped at $1,500,000 and shall constitute the Advisors’ compensation for the Engagement and shall be paid upon consummation of the Business Combination; provided that, to the extent that a portion of the Aggregate Consideration constitutes earnouts or is subject to other contingencies, the Business Combination Fee with respect to such Aggregate Consideration shall only be due and payable when such Aggregate Consideration is paid.

      “Aggregate Consideration”, used herein, means all payments of any type to or for the benefit of the Target, its shareholders, creditors, or employees (including assumption or acquisition or refinancing of debt obligations of the Target or related entities as well as any earnout provisions) in the Business Combination whether in cash or by delivery of notes or other securities or property of any type, including amounts paid into escrow. For purposes of determining Aggregate Consideration, each share of Company common stock issued or issuable in connection with the Business Combination shall be valued at the 10 day volume-weighted average price of the Company’s common stock, as computed by Bloomberg, beginning on the fifth trading day immediately preceding the day on which the Business Combination is consummated.

      In addition to the foregoing fee, the Company will reimburse each of the Advisors promptly, on a monthly basis, for all of the reasonable out-of-pocket expenses incurred by the Advisors in connection with the Engagement, whether or not the Business Combination is consummated; provided, however, that such expenses for the Advisors in aggregate shall not exceed $25,000 without the prior consent of the Company.

      Whether or not the Business Combination is effected, the Company will indemnify and hold harmless each of FBW and SG and each of its officers, directors, employees, attorneys, consultants, agents, servants, parents, affiliates, successors and assigns, jointly and severally (hereinafter collectively “Indemnitees”), from and against any and all losses, claims, damages, liabilities, awards, costs and expenses, including but not limited to reasonable attorneys’ fees (hereina