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EXHIBIT 10.2

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REDIFF.COM INDIA LIMITED
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ASSOCIATE STOCK OPTION PLAN 1999 ("ASOP")

CONTENTS

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NO. PARTICULARS PAGE
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I. INTRODUCTION 1
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II. DEFINITIONS 2
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III. OBJECTIVES 3
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IV. ASOP FEATURES 4
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V. ELIGIBLE PERSONS 5
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VI. ASOP COMMITTEE 6
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VII. WARRANTS 7
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VIII. EQUITY SHARES 10
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IX. EXIT MECHANISM 11
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X. VARIATION OF RIGHTS 12
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XI. APPLICABLE LAWS 13
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XII. REPRESENTATION 14
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EXHIBIT-1 ILLUSTRATION 15
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EXHIBIT-2 SPECIMEN LETTER OF APPLICATION FOR EQUITY SHARES 17
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REDIFF.COM INDIA LIMITED
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I. INTRODUCTION

1.1 This Document explains the Scheme called "ASSOCIATE STOCK OPTION PLAN
1999" ("ASOP") formulated by REDIFF.COM INDIA LIMITED for the grant of
Stock Options in the form of warrants to enable its eligible ASSOCIATES
to subscribe to the Equity Shares in the company.

1.2 Every person who is eligible to participate in the ASOP does so subject
to the provisions contained in this Scheme.

1.3 REDIFF.COM INDIA LIMITED is a company currently engaged in online
Services including E-Commerce Services.

II. DEFINITIONS

The following definitions apply throughout this Plan :

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NO. TERMS DEFINITIONS
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1. ASOP Associate Stock Option Plan of 1999 formulated
by the Company
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2. COMPANY REDIFF.COM INDIA LIMITED, a company formed and
registered under the Companies Act, 1956 and
whose shares are being offered to its
ASSOCIATES as Stock Options under this Scheme
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3. ASSOCIATES All the Eligible ASSOCIATES of the COMPANY, as
defined in Para V of this Scheme
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4. WARRANTS The WARRANTS issued by the COMPANY to the
ASSOCIATES to enable the holders to subscribe to
the EQUITY SHARES of the COMPANY in future at a
predetermined price
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5. ASOP COMMITTEE A Committee comprising of some of the Directors
of the COMPANY constituted for the purposes of
ASOP
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6. EQUITY SHARE Equity Share in the COMPANY of the Face Value
(Par Value) of Rs. 10 each or where the Equity
Share of the COMPANY has been split up into a
Par Value of less than Rs. 10, then the
equivalent number of equity shares for the
revised Par Value per Share
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III. OBJECTIVES OF ASOP

The following are the objectives of this ASOP :

- to encourage ASSOCIATES to contribute their best

- to attract capable people

- to retain capable ASSOCIATES

- to motivate ASSOCIATES

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IV. ASOP FEATURES

4.1 In this Paragraph, a broad overview of the ASOP is given and each of the
features is explained in detail later on. The basic features of the ASOP
are as follows :

(a) The ASOP is instituted with effect from April 12, 1999.

(b) An ASOP COMMITTEE has been constituted to determine the ASSOCIATES
eligible for the ASOP, the number of WARRANTS to be allotted to
those ASSOCIATES and other related matters.

(d) These WARRANTS would then be allotted from time to time by the
COMPANY to the eligible ASSOCIATES as per the decision of the ASOP
COMMITTEE.

(e) One WARRANT would entitle the Warrant Holder to subscribe for
TWENTY FIVE EQUITY SHARES in the COMPANY. Provided however that if
the EQUITY SHARE of the COMPANY is split up into a face (par) value
of less than Rs. 10, then the ASSOCIATE would be entitled to the
equivalent number of EQUITY SHARES of the revised face (par) value
per Share. For example, if the COMPANY'S equity share of the face
value of Rs. 10 is split up into a share of the face (par) value of
Rs. 5, then the entitlement to the number of EQUITY SHARES of Rs. 5
each would be 50 per WARRANT.

(f) The WARRANT Certificate would specify the timing for exercising the
WARRANT, i.e., subscribing to the EQUITY SHARES in the COMPANY and
the other terms and conditions.

(g) The EQUITY SHARES would be issued on the terms and conditions
specified later on in this Scheme.

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V. ELIGIBLE PERSONS

5.1 All present and future ASSOCIATES of the COMPANY are eligible to
participate in the ASOP.

5.2 ASSOCIATES means all Key Vendors, Software Developers, Retainers,
Software Consultants, Other Consultants, whether Individuals, Firms, or
Companies and such other Business Constituents as may be selected by the
ASOP COMMITTEE.

5.3 ASSOCIATES also include all other persons not eligible to participate in
the EMPLOYEE STOCK OPTION PLAN of the COMPANY.

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VI. ASOP COMMITTEE

6.1 For the effective implementation and monitoring of the ASOP, the Board
of Directors of the COMPANY has been authorised to constitute an ASOP
COMMITTEE. The Board of Directors has, in its absolute discretion, power
to change the composition of the ASOP COMMITTEE from time to time.

Accordingly, the Board of Directors of the COMPANY has constituted an
ASOP COMMITTEE consisting of the Chief Executive Officer of the COMPANY
and Two Independent Directors.

6.2 The ASOP COMMITTEE would decide the criteria for selecting the
ASSOCIATES who would be eligible for allotment of the WARRANTS. Further,
the ASOP COMMITTEE would select from time to time the ASSOCIATES to whom
the WARRANTS should be allotted and determine the number of WARRANTS to
be allotted to them. The ASOP COMMITTEE may decide to allot different
number of WARRANTS to different ASSOCIATES or to different categories of
ASSOCIATES. The decision of the ASOP COMMITTEE would be final and
binding.

6.3 The major Criteria involved in selection of the Eligible ASSOCIATES
would include the following factors :

ASSOCIATES in key functional areas
Past Contribution / Performance
Current Performance Evaluation
Expected Future Performance / Contribution
Number of years' association with the COMPANY

6.4 The ASOP COMMITTEE shall also frame suitable policies and systems to
ensure that there is no violation of :

a) Securities and Exchange Board of India (Insider Trading)
Regulations,1992; and
b) Securities and Exchange Board of India (Prohibition of
Fraudulent and Unfair Trade Practices relating to
the Securities Market) Regulations,1995, by any ASSOCIATE.

6.5 With respect to any matters that are not specifically provided for, the
ASOP COMMITTEE shall have absolute discretion to decide such matters in
the manner deemed fit by it in the best interest of the ASSOCIATES, and
any such decision of the ASOP COMMITTEE shall be binding on all the
ASSOCIATES.

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VII. WARRANTS

7.1 The COMPANY has created WARRANTS for ASOP, with the rights and
conditions attached to them as specified in the Scheme.

The total number of WARRANTS earmarked by the COMPANY for issue by the
COMPANY to the ASSOCIATES are 3,960 (three thousand nine hundred sixty)
WARRANTS which would entitle the WARRANT Holders to apply for 99,000
(ninety nine thousand only) EQUITY SHARES.

Simultaneously with the institution of the ASOP, the COMPANY has decided
to institute EMPLOYEE STOCK OPTION PLAN (hereinafter referred to as "THE
ESOP") for the purposes of motivating various employees of the COMPANY
to contribute their best for the growth of the COMPANY. Under the ESOP,
the COMPANY has decided to allot 5,600 WARRANTS to its EMPLOYEES which
would entitle them to subscribe to 1,40,000 (one hundred forty thousand
only) EQUITY SHARES of the face (par) value of Rs. 10 each. Further, the
COMPANY has also authorised the Board of Directors of the COMPANY to
issue and allot, in addition to the WARRANTS mentioned above, such
number of further WARRANTS to its EMPLOYEES, at such Exercise Price and
on such other terms and conditions, as the Board of Directors may, in
its absolute discretion decide, subject to compliance with the
applicable laws.

7.2 The existing issued and paid-up capital of the COMPANY consists of
3,62,700 EQUITY SHARES of the face (par) value of Rs. 10 each. The
EQUITY SHARES aggregating to 99,000 to be issued against the WARRANTS
constitute 2.56 % of the Capital of the COMPANY after considering the
issue of the additional EQUITY SHARES against the WARRANTS, assuming
that all the WARRANTS are allotted and exercised and after considering
the EQUITY SHARES to be issued under the ESOP.

The COMPANY reserves the right to issue / earmark further EQUITY SHARES
/ WARRANTS at its discretion, for the purposes of the ESOP and / or
ASOP, subject to compliance with the applicable laws.

7.3 Each WARRANT, will specify the Exercise Price per EQUITY SHARE, i.e. the
price per share to be paid by the WARRANT Holder to the COMPANY for
issue and allotment to him of the EQUITY SHARES which his WARRANT
entitles him to. The Exercise Price of the WARRANT will be decided by
the ASOP COMMITTEE at the time of allotment of the Warrant. The Exercise
Price will be at or around the Fair Market Value of the Equity Shares at
that time.

7.4 The COMPANY will, on the basis of the decision of the ASOP COMMITTEE,
allot from time to time the WARRANTS (also known as "GRANT OF OPTION")
to the eligible ASSOCIATES, without any consideration along with a
covering letter.

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7.5 Each WARRANT would grant an OPTION, i.e.. entitle the WARRANT Holder, to
subscribe to 25 (Twenty Five) EQUITY SHARES in the COMPANY at the
Exercise Price mentioned above. However, the WARRANT Holder is not
obliged to exercise the Option.

7.6 Once the WARRANTS are allotted to an ASSOCIATE, he would become eligible
for exercising the Option granted to him at any time, i.e., he would be
entitled to apply for the EQUITY SHARES.

7.7 (a)Every WARRANT will have a maximum time for exercising the option
under the WARRANT. The Maximum Period for exercising the option would
be 5 years from the date of allotment of the WARRANT and the WARRANT
allotted to an ASSOCIATE would lapse if it is not exercised by him
within the maximum period of 5 years from the date of its allotment to
him. In the event of the lapse of any WARRANTS, the Board of Directors
of the COMPANY shall be entitled, but not obliged, to issue fresh
WARRANTS in lieu of the lapsed WARRANTS.

(b)If in future the COMPANY makes an Initial Public Offer of EQUITY
SHARES or of any other financial instrument which is convertible into
EQUITY SHARES, and at that time according to the prevailing
regulations / laws of the Securities and Exchange Board of India or
any other law in force, if the COMPANY is not allowed to keep any
WARRANTS outstanding at the time of the Initial Public Offer, then the
Holders of all the outstanding WARRANTS shall exercise their Option
under the WARRANTS prior to the Initial Public Offer, and if such
WARRANTS are not exercised, then they would either lapse or their
validity would be governed by the applicable regulations / laws.

(c)When a WARRANT lapses as specified above, then the WARRANT Holder
shall have no right, title or interest in respect thereof or any claim
against the COMPANY.

7.8 Once the WARRANTS are allotted to an ASSOCIATE, he may exercise the
Option under different WARRANTS at various points of time within the
Maximum Period for exercising the option. However, he must exercise the
Option under a particular WARRANT (for 25 EQUITY SHARES) at one time.

7.9 If any Bonus and / or Rights Shares are issued by the COMPANY or the
EQUITY SHARES of the COMPANY are split up reducing the face (par) value
per share, then the Board of Directors of the COMPANY would, on the
recommendations of the ASOP COMMITTEE, make a fair and reasonable
adjustment to the number of outstanding WARRANTS and / or to the
exercise price.

Similarly, if the COMPANY takes any action which, in the opinion of the
ASOP COMMITTEE, requires any adjustment to the number of outstanding
WARRANTS and /or to the exercise price, then Board of Directors of the
COMPANY would, on the recommendations of

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the ASOP COMMITTEE, make a fair and reasonable adjustment to the number of
outstanding WARRANTS and / or to the exercise price.

7.10 The WARRANTS granted to an ASSOCIATE shall not be transferable to any
person.

7.11 No person other than the ASSOCIATE to whom the WARRANTS are allotted shall
be entitled to exercise the Option, except in the circumstances provided
hereinafter.

7.12 The ASSOCIATE to whom the WARRANTS are allotted shall not be entitled to
pledge, mortgage, hypothecate or otherwise alienate them in any manner.

7.13 A WARRANT Holder shall be entitled, at anytime to nominate a person /(s)
who shall be eligible to exercise the WARRANT allotted to him in the event
of the death of the WARRANT Holder.

7.14 In the event of death of an ASSOCIATE, all the WARRANTS allotted to him
till the date of his death shall automatically vest in his nominee(s) as
provided in Para 7.13. In the event an ASSOCIATE has not made a
nomination, then the WARRANTS shall automatically vest in his legal heirs.

7.15 An ASSOCIATE shall not have a right to receive any dividend or to vote or
in any manner enjoy the benefits of a shareholder in respect of the
WARRANTS allotted to him, till the EQUITY SHARES are issued and allotted
to him on exercise of the Option.

7.16 ILLUSTRATION

An Illustration explaining the above provisions is given in EXHIBIT-1
attached herewith.

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VIII. EQUITY SHARES

8.1 The ASSOCIATE to whom WARRANTS have been issued may exercise his Option
to subscribe to the EQUITY SHARES at the predetermined Exercise Price
specified in Para VII above by making a written application to the
COMPANY for this purpose in the prescribed form along with a covering
letter which is attached herewith and marked EXHIBIT-2. The application
shall also be accompanied by the relevant WARRANTS which shall be
cancelled by the COMPANY. The EQUITY SHARES shall be issued by the
COMPANY against the payment by the WARRANT Holder to the COMPANY of the
Exercise Price as specified in Para VII above, in one or more
instalments as the ASOP COMMITTEE may, in its absolute discretion,
decide.

8.2 The EQUITY SHARES would be of the face (par) value of Rs. 10 each. In
the event the COMPANY splits up its EQUITY SHARES thereby reducing the
face (par) value per share after the allotment of the WARRANTS to an
ASSOCIATE which have yet not been exercised by the ASSOCIATE, then the
ASOP COMMITTEE would make a fair and reasonable adjustment to the number
of WARRANTS allotted to the Associate and / or to the Exercise Price.

8.3 The EQUITY SHARES once issued pursuant to WARRANTS would be subjected to
a lock-in period of 4 years from the date of the allotment of the
WARRANTS. For example, if a WARRANT is allotted on 1st January, 2000,
and the EQUITY SHARES are allotted on 1st January, 2001, then they would
be subject to a lock-in till 31st December, 2003 and the ASSOCIATE would
be free to transfer these shares at any time only after that date.
Provided however that the ASOP COMMITTEE is entitled to prescribe from
time to time, in its absolute discretion, a lesser or no lock-in period
for the EQUITY SHARES, in which event the EQUITY SHARES already issued
under the ASOP as well as those which may be issued under ASOP
thereafter will be subject to lock-in accordingly.

8.4 The EQUITY SHARES would carry Voting Rights and other rights in
accordance with the provisions of the Companies Act, 1956 or its
modification from time to time or re-enactment and of the Articles of
Association of the COMPANY as in force from time to time.

8.5 ILLUSTRATION

An Illustration explaining the provisions relating to the Exercise of
Options, the Lock-in Period, etc., is given in EXHIBIT-1 attached
herewith.

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IX. EXIT MECHANISM

9.1 After the lock-in period for the EQUITY SHARES, as specified in Para
VIII above, the ASSOCIATE would be free to transfer those shares at any
time in accordance with the provision of the Articles of Association of
COMPANY and applicable laws.

9.2 In future, the COMPANY may, but is not obliged to, buy back the whole or
any part of the EQUITY SHARES from the ASSOCIATES, in accordance with
the provisions of the Companies Act, 1956 or its modification or
re-enactment.

9.3 In future, the COMPANY may, but is not obliged to, go in for listing of
its EQUITY SHARES on any of the recognised Stock Exchanges in accordance
with the provisions of the applicable laws at that time.

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X. VARIATION OF TERMS OF ASOP

10.1 The COMPANY may by a special resolution in a general meeting vary the
terms of the ASOP in respect of the WARRANTS which have not yet been
allotted to the ASSOCIATES.

10.2 The COMPANY will not vary the terms of the ASOP in any manner which may be
detrimental to the interests of the WARRANT Holders.

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XI. APPLICABLE LAWS

11.1 The issue of WARRANTS and EQUITY SHARES would be subject to the
applicable provisions of the Income Tax Act, 1961.

Accordingly, the eligible ASSOCIATES would accept the WARRANTS and
exercise them subject to the applicable tax provisions from time to
time.

11.2 The ASOP would be subject to all applicable laws at present and those
which may become applicable in the future.

11.3 All disputes, differences, claims and questions which shall arise
between the COMPANY and the ASSOCIATES in relation to the ASOP, shall be
amicably settled. In the event of the failure to do so, the same shall
be settled by an arbitration in accordance with the provisions of the
Arbitration and Conciliation Act, 1996. The site of the Arbitration
shall be Mumbai, Maharashtra, India.

11.4 This Scheme is subject to the jurisdiction of Mumbai, Maharashtra,
India.

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XII. REPRESENTATION

12.1 Neither the COMPANY nor the ASOP COMMITTEE makes any representation
regarding the performance of the COMPANY or the future value of the
EQUITY SHARES. Each ASSOCIATE should take the decision to exercise the
WARRANTS allotted to him after considering all the Provisions of this
Scheme and other relevant factors.

12.2 This represents the Complete Scheme for ASOP.

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EXHIBIT-1

ASOP

ILLUSTRATION EXPLAINING PROVISIONS RELATING TO WARRANTS,

SHARES AND LOCK-IN PERIOD

1. Let us assume that Mr. A is allotted 40 WARRANTS on 31st December, 1999.

2. These WARRANTS would entitle him to apply for 1,000 EQUITY SHARES ( 400
Warrants * 25 Shares per Warrant ) of the Face Value of Rs.10 each and he
would be required to pay to the Company Rs.300 per EQUITY SHARE
aggregating to Rs. 300,000.

3. The timing for exercise of the Option granted under the WARRANT to
subscribe to the EQUITY SHARES of the COMPANY, the amount payable and the
lock-in period for the EQUITY SHARES would be as shown in the table below:

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WHEN OPTION CAN NO. OF NO. OF AMOUNT LOCK-IN
BE EXERCISED WARRANTS EQUITY PAYABLE @ PERIOD FOR
SHARES OF RS.___/SHARE THE SHARES
FACE VALUE (RS.)
OF RS. 10
EACH
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Any time on or 40 1,000 300,000 1st January,
after 31st 2004
December, 1999
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NOTES :

1. Mr. A must exercise his Option in respect of all the 40 WARRANTS
before 1st January 2005 (i.e., 5 years from the date of allotment of
the Warrants). After 1st January, 2005, all the WARRANTS in respect
of which the Option has not been exercised, would lapse.

2. Once Mr. A has been allotted WARRANTS, he can exercise his Option in
respect of all the WARRANTS at one time or in instalments at
different times. For example, in respect of the 40 WARRANTS which
are allotted to him on 31st December, 1999, he can exercise his
Option for all the 1,000 EQUITY SHARES at one time or he may
exercise his Option in instalments at different times, e.g., 500
EQUITY SHARES on 1st January, 2000, another 300 EQUITY SHARES on
15th June, 2001 and the balance 200 EQUITY SHARES on 15th February,
2002. However, he must exercise his Option in respect of all the
EQUITY SHARES covered by one WARRANT at one time.

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3. Mr. A need not exercise his Option in respect of all the WARRANTS
allotted to him, if he so chooses. In that event, the WARRANTS for
which he has not exercised the Option would lapse.

REDIFF- ASOP-SCHEME

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EXHIBIT - 2

SPECIMEN LETTER FOR APPLICTION FOR EQUITY SHARES

Dear Sir,

SUB : APPLICATION FOR EQUITY SHARES

1. I/We am/are glad to inform you that I/we would like to subscribe
to______ (__________________) Equity Shares of Rediff.com India Limited.
of the face value of Rs.10 each at the Exercise Price of Rs. ___ per
share pursuant to the Warrants issued to me /us under the ASSOCIATE
STOCK OPTION PLAN 1999, as per your letter dated -----------.

2. For this purpose, I/we enclose herewith the following :

(a) A Share Application in the format prescribed by the Company

(b) The Warrant Certificates No. ___________ dated _____________

3. Please issue to me /us the aforesaid Equity Shares at your earliest.

Thanking you,

( )

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DATED , 1999
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REDIFF.COM INDIA LIMITED

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REDIFF.COM INDIA LIMITED
(Incorporated in India under the Companies Act, 1956)
Regd. Office : Sterling Centre, 4th Floor, Dr.Annie Besant Road, Worli
Mumbai 400 016, India

WARRANT CERTIFICATE

(ISSUED PURSUANT TO ASSOCIATE STOCK OPTION PLAN 1999)

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REGD. FOLIO NO. : 1

CERTIFICATE NO. : 1

NO. OF WARRANTS : ONE
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Based on the decision of the ASOP COMMITTEE this WARRANT is allotted to
_________residing at____________

This WARRANT Certificate entitles the allottee thereof to subscribe to 25 EQUITY
SHARES in the COMPANY at the Exercise Price of Rs.150/- per share in accordance
with the covenants and conditions attached.

Date of allotment of the Warrant

DIRECTOR DIRECTOR

AUTHORISED SIGNATORY
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REDIFF.COM INDIA LIMITED

COVENANTS & CONDITIONS OF WARRANTS

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1. REDIFF.COM INDIA LIMITED would, on the basis of the decision of the ASOP
COMMITTEE, allot this WARRANT Certificate to the Eligible ASSOCIATE of
the COMPANY in accordance with the ASSOCIATE STOCK OPTION PLAN 1999 of
the COMPANY.

2. The WARRANT Holder would be entitled to exercise his right to subscribe
to the EQUITY SHARES of the COMPANY at anytime after allotment of the
WARRANT to him but the WARRANT would lapse if it is not exercised within
the maximum period of 5 years from the date of its allotment by the
COMPANY to the ASSOCIATE, i.e., by April 30, 2004.

3. The WARRANT allottee would be entitled to subscribe to 25 (twenty five)
EQUITY SHARES of the face value of Rs. 10/- each of the COMPANY at the
Exercise Price of Rs.150/- (One Hundred and Fifty) per Equity Share.

4. The WARRANT is non-transferable.

5. The WARRANT is governed by the terms of "ASSOCIATE STOCK OPTION PLAN
1999" of the COMPANY.

For REDIFF.COM INDIA LIMITED

DIRECTOR

DATE OF ALLOTMENT :
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