Exhibit 3.4



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                    MILLENNIUM INDIA ACQUISITION COMPANY INC.

         (Pursuant to Section 242 of the General Corporation Law of the
                               State of Delaware)

     Millennium  India  Acquisition  Company Inc., a  corporation  organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware, DOES HEREBY CERTIFY:

     FIRST: The name of the corporation is Millennium India Acquisition  Company
Inc. (the "Corporation").

     SECOND: The Corporation's Amended and Restated Certificate of Incorporation
was originally  filed in the office of the Secretary of State of Delaware on May
17, 2006, and was  subsequently  amended by a Certificate of Amendment  filed in
the office of the Secretary of State of Delaware on June 28, 2006.

     THIRD: The Corporation wishes to amend its Amended and Restated Certificate
of  Incorporation so as to clarify the meaning of "acquisition" in Article Fifth
thereof.

     FOURTH:  To accomplish the amendment  referred to in Paragraph THIRD above,
the second sentence of Article Fifth of the Amended and Restated  Certificate of
Incorporation  is deleted in its entirety and the  following is  substituted  in
lieu thereof:

     "A `Business  Combination'  shall mean the acquisition by the  Corporation,
     whether by merger,  capital stock exchange,  asset or stock  acquisition or
     other similar type of transaction,  of an interest in an operating business
     (`Target Business')."

     FIFTH:  This  Certificate  of Amendment and the foregoing  amendment to the
Amended and Restated  Certificate of  Incorporation of the Corporation were duly
adopted  in  accordance  with  the  provisions  of  Section  242 of the  General
Corporation Law of the State of Delaware.



                            [SIGNATURE PAGE FOLLOWS]






     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment to the Amended and Restated  Certificate of Incorporation to be signed
by a duly  authorized  officer of the  Corporation  on this 17th day of January,
2008.


                                    MILLENNIUM INDIA ACQUISITION COMPANY INC.


                                    By:     /s/ F. Jacob Cherian
                                        ---------------------------------------
                                          F. Jacob Cherian
                                          President and Chief Executive Officer