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                                                                    EXHIBIT 10.2





                                  [SATYAM LOGO]


                             ASSOCIATE STOCK OPTION
                                   PLAN' 2000














                             SATYAM INFOWAY LIMITED



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1.0 OBJECTIVE

    In furtherance of the corporate policy of SATYAM INFOWAY LIMITED (SATYAM) of
    creating an environment conducive to higher growth opportunities to
    associates, the Associate Stock Option Plan' 2000 (ASOP) is designed to make
    the associates, partners in progress.

    The plan is aimed at the following:

    -   rewarding the associates for their performance and contribution to the
        success and growth of SATYAM

    -   providing them with a good and attractive motivational tool to improve
        their performance

    -   providing an opportunity for the professional partners to become
        financial partners in the Equity of SATYAM

    -   retaining the talent and services of the associates who have contributed
        to the success of SATYAM


2.0 DEFINITIONS

In this plan, unless the context otherwise requires

2.1   "Scheme" means "Associate Stock Option Plan" for Associates

2.2   "SATYAM" means "Satyam Infoway Limited"

2.3   "Board of Directors" means the "Board of Directors of SATYAM"

2.4   "Associate" means Employee of SATYAM either on full time or part time, in
      the regular service.

2.5   "ADS" means American Depository Shares of SATYAM listed at the NASDAQ
      Stock exchange, US with the ticker symbol "SIFY".

2.6   "Trust" means Satyam Infoway Associates Trust constituted in accordance
      with the resolutions passed at the Annual General Meeting and Board of
      Directors meeting and in pursuance of the Trust deed dated 27th September
      1999.

2.6   "Compensation Committee" means a committee of directors constituted and
      authorised by `the Board of Directors' of SATYAM

2.7   "Warrant" means a document entitling the associate to whom it has been
      issued/transferred to apply for and get allotted one ADS of SATYAM subject
      to other clauses of the scheme. However, the warrant shall not entitle the
      holder to any dividend that may be declared by SATYAM.

2.8   "Conversion Price" means the price determined by the Board of Directors
      from time to time in accordance with the notifications, guidelines and
      clarifications issued by SEBI or any other statutory authority from time
      to time as applicable.



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3.0 ADMINISTRATION

3.1   The scheme will be administered by the Trust, which is entrusted with the
      responsibility of being the Operating Agency for administering the ASOP.

3.2   The trust will be allotted warrants in pursuance of the resolution(s)
      passed at the Annual General Meeting of SATYAM. The trust will hold those
      warrants for and on behalf of the associates of SATYAM.

3.3   On the recommendations of the "Compensation Committee", the trust will
      transfer the warrants to identified associates, with an option to convert
      the issued warrants into ADS at the rates indicated in the warrants,
      before conversion date.

3.4   The trust will also be holding the underlying equity shares allotted to
      the associates for and on their behalf, in terms of clauses 11.0 to 11.4
      dealing with the conversion before the conversion date.

3.5   The Trust will also act as coordinator for disposal of odd lot shares held
      by Associates.

3.6   The administration of the trust shall be as per the Administration Manual
      of the trust read with the Trust Deed and the scheme. In cases of
      incompatibility among the scheme, Trust Deed and the Administration
      Manual, the provisions of the scheme and Trust Deed shall override the
      Administration Manual.


4.0 QUANTUM OF THE PLAN

4.1   The trust will be allotted warrants entitling the holders for allotment of
      ADS in terms of the scheme, for a quantum not exceeding 5% of the paid up
      capital in any one year in terms of the resolution passed at Annual
      General Meeting for being transferred to eligible associates identified by
      the "Compensation Committee", which may be increased as per guidelines
      issued by SEBI from time to time.


5.0 FUNCTIONS OF COMPENSATION COMMITTEE

5.1   Guided by the principles of fairness, impartiality and natural justice,
      the Compensation Committee will study and assess the eligible associates,
      based on the guidelines for assessment formulated as part of the plan from
      time to time and make recommendations of identified associates to the
      Trust.

5.2   The Compensation Committee shall have the right to exclude any one from
      the list of eligible associates, from being identified for the benefits of
      the scheme.

5.3   The recommendations of the Compensation Committee shall be final and are
      not subject to review or appeal at the request/demand of associates.


6.0 ELIGIBLE ASSOCIATES

6.1   Full time and part time associates of SATYAM.

6.2   Out of eligible associates the Compensation Committee shall identify and
      recommend the associates to the benefits of the scheme.



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7.0 BASIS OF SELECTION BY COMPENSATION COMMITTEE

7.1   Basis of selection out of eligible associates shall be as per the
      guidelines framed and approved by the Compensation Committee from time to
      time.

7.2   The factors to be considered for assessment of associates for selection
      shall be:

      -  Performance
      -  Organisational Development
      -  Customer Satisfaction

7.3   The weightage to the factors mentioned in clause 7.2 and any addition or
      deletion to the list of factors shall be decided by the Board of Directors
      initially and shall be reviewed periodically by the Board of Directors.

7.4   The Compensation Committee shall also decide the quantum of eligibility to
      ADS for different categories of associates on the basis of identified
      parameters and in terms of the scoring of the associates in the
      assessment.

7.5   The Compensation Committee shall also determine the minimum scoring that
      an associate in each category has to score to be considered for the
      benefits of the scheme.

7.6   The Compensation Committee reserves the right to factor different
      parameters and different weightages for different categories of the
      associates.

7.7   The Compensation Committee can also recommend associates for awards for
      exceptional performance and or contribution for the organizational growth.

7.8   The Compensation Committee can also recommend new Associates joining
      Satyam to the benefits of the scheme, if they are found to be Key
      Performers.

7.9   The Compensation Committee shall seek the guidance and clarifications if
      any required, from the Board of Directors in implementing the assessment
      procedure.


8.0 ISSUE OF WARRANTS

8.1   The trust will hold the number of warrants allotted to the trust for and
      on behalf of the associates of SATYAM.

8.2   Based on the recommendations of the Compensation Committee, the trust will
      transfer the number of warrants recommended to identified associate

8.3   The consideration for transfer of warrants by trust will be Re.1/- per
      warrant to be paid by associate to trust, before the transfer of the
      warrant.

8.4   The warrants shall not be transferable by any eligible associate, on or
      before the conversion date, except to the trust in cases of the associate
      ceasing to be an associate of the company or its subsidiaries by reason of
      resignation, dismissal or severance of employment due to reasons of
      non-performance or otherwise. In such cases of severance of employment,
      the warrants will be transferred back to trust at the same consideration
      as paid by the associate.

8.5   In the event of the associate dying in harness or attaining the age of
      superannuation, the rights and obligations under the warrants shall accrue
      to the legal heirs of the associate or to the associate as the case may
      be.



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8.6   In cases where an associate has different conversion dates for different
      lots of warrants issued to him, the separate warrant certificates will be
      issued for each set of warrants with the respective conversion dates.

8.7   In cases where the warrants entitles an associate, with odd lot (not being
      marketable lot), the trust will interact with the associates and arrange
      for making them marketable lots in the best interests of all parties
      concerned.

8.8   The warrant certificate shall indicate the warrant certificate number,
      name of the associate holding the warrants, number of warrants held by the
      associate, Conversion price at which warrants will be converted into ADS
      and the Conversion Date, along with main terms and conditions of issue of
      warrant.

8.9   The format of the warrant certificate shall be as per Annexure I.


9.0 CONVERSION DATE

9.1   The associate holding warrants may apply for conversion of the warrants on
      the date mentioned in those warrants/warrant certificates as the
      conversion date or after such date provided it is not later than the last
      of the conversion date(s) as applicable to the respective warrant/warrant
      certificates.

9.2   The conversion date shall be determined by Compensation Committee
      considering the period of applicability, the date of issue of warrants and
      lock in period applicable to the associate concerned as per the guidelines
      approved by Board of Directors from time to time.

9.3   The warrants shall not be permitted to be converted after the period as
      mentioned in Clause 9.1 hereof after which all the rights under warrants
      will become invalid. In such cases the consideration for the warrants paid
      by associates to the trust will be refunded to the associate.

9.4   Every associate who is entitled for conversion of warrants shall before
      the conversion date as mentioned in Clause 9.1 hereof approach Satyam
      Infoway Associates Trust for initiating the conversion process.


CLAUSE 9.1 HAS SINCE BEEN AMENDED BY THE COMMITTEE MEETING HELD ON 25TH MARCH,
2000

10.0 CONVERSION OPTION

10.1  Associates opting for conversion can apply for conversion of warrants into
      ADS in the form prescribed for the purpose.

10.2  Associates may at their discretion, opt for conversion on the conversion
      date of all the warrants held by him/her or some of the warrants. In the
      event of partial conversion, the consideration paid for warrants not
      converted shall be refunded.

10.3  On exercise of option, the associate shall submit the letter of conversion
      to Satyam Infoway Associates Trust, for allotment of ADS in his name. The
      Trust shall collect the consideration for conversion arrived at as a
      product of number of warrants opted for conversion and the conversion
      price as reduced by the price of the warrant paid by the associate for the
      number of warrants opted for conversion by the associate. This option
      shall be exercised before the expiry of grace period. The collection of
      consideration shall be in the form of cheques/demand drafts/pay orders in
      favor of "Satyam Infoway Associates Trust".



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10.4  On receipt of the warrants with payment as mentioned in Clause 10.3,
      SATYAM shall take necessary steps for allotment of ADS.

10.5  Associates who do not want to avail ASOP, may opt out of the scheme any
      time before conversion date and surrender the warrant certificate to trust
      for cancellation. Such option can be exercised at their discretion even
      before issue of warrant certificates by not communicating their acceptance
      to the offer of warrants.


11.0 BONUS/RIGHTS ISSUE

11.1  In the event of a Bonus/Rights or any other issue of securities to the
      existing shareholders, the warrant-holders may be given an opportunity of
      exercising conversion option, even before conversion date and record date
      for issue of Bonus/Rights or other issue of ADS, to enable the warrant
      holders to be eligible for issue of rights/bonus ADS or other securities,
      if any. Such opportunity shall be subject to guidelines/ clarifications/
      rules framed by SEBI and or any statutory authority.

11.2  The ADS allotted because of preponement of conversion option, will be in
      the custody of the Trust to be released to the associates after the
      conversion date.

11.3  In the event of severance of employment before conversion date as referred
      to in clause 8.4 of the scheme, after conversion in accordance with the
      clause 12.1, the ADS shall be transferred back by the associate to the
      Trust at the conversion price.

11.4  However the ADS allotted as bonus/rights ADS to the associates, in the
      capacity of shareholders would not be subjected to lock-in and will be
      available to be held by the associate. However, they would be subject to
      same terms and conditions as applicable to the rights/bonus issue.

11.5  The ADS allotted as bonus/rights ADS to associates under this clause shall
      not be mortgaged or pledged or hypothecated by the associates.

11.6  The dividends if any, received on the ADS held by Trust, on behalf of
      Associates will be maintained with Trust and be distributed to the
      Associates on whose behalf the dividends are received, after the
      conversion date, in case of continuance of employment. In the event of
      severance of employment the dividends received will be forfeited by the
      Trust.


12. LOCK-IN PERIOD

12.1  The warrants held by the associates are not transferable during the
      validity of the warrant except back to the trust. The said warrants cannot
      be pledged/hypothecated/ charged/ assigned/ mortgaged or in any manner
      disposed of or alienated.

12.2  In case of cessation of service as mentioned in clause No. 8.4 the
      warrants shall be forthwith transferred back to the trust, by the
      associate.

12.3  In case of Bonus/Rights Issue, where the conversion option is permitted
      to be exercised before conversion date in terms of clause 11.1, the ADS so
      converted will be subject to lock in period for unexpired period up to
      conversion date.

12.4  During the lock in period, the ADS will be in the safe custody of the
      trust.

13.0 SAFE CUSTODY

13.1  The trust would be empowered by an agreement with the associate for



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      -  Safe custody of ADS in cases where conversion is permitted before
         conversion date due to bonus/rights issue.

      -  Issue of a statement, every financial year, during the period of
         custody, to the associate intimating the number of ADS held in trust on
         behalf of the associate.


14.0 ADS AFTER CONVERSION

14.1  The ADS transferred to the associate after conversion from warrants, shall
      be the absolute property of the associate and will be held by the
      associate, subject to the lock-in period.

14.2  As a registered shareholder he will be entitled to all the benefits which
      may accrue to him such as dividends, bonus, rights, etc.

14.3  ADS issued as bonus ADS or rights ADS after conversion into ADS, after
      lock in period, will not be subjected to any lock in period.

14.4  The ADS arising on conversion shall rank pari passu with all other ADS of
      SATYAM for the time being in force; from the date of allotment.


15.0 LOANS FOR PURCHASE OF ADS

15.1  While the associates are at liberty to contract for loans for purchase/
      conversion of ADS from outside sources, the terms and conditions of the
      scheme/policy for granting of loans to associates will apply if the loans
      are either from SATYAM or the Trust.

15.2  The company shall have lien on the ADS converted under the scheme, that
      are held in the name of the associate, for any moneys due to the company
      by the associate either due to loans from the company or otherwise.


16.0 LISTING OF ADS

16.1  The ADS allotted to associates on conversion shall be listed on the stock
      exchanges subject to the terms and conditions of this scheme and terms and
      conditions of the listing agreement.


17.0 TAX LIABILITY

17.1  Any tax liability on account of issue of warrants/conversion into ADS/
      allotment of ADS/transfer of ADS shall be that of the associate alone.


18.0 MODIFICATIONS TO THE SCHEME

18.1  The Board of Directors and the Compensation Committee reserve the right to
      change the terms and conditions of the scheme, at any time, at its
      discretion.

18.2  Such changes in terms and conditions as per clause 18.1 can also be due to
      any change in the law applicable to the scheme or any mutual agreement
      between SATYAM and its associates.

18.3  Subject to any law for the time being in force, the changes if any,
      brought in terms of clause 18.1 would be prospective for implementation
      and shall not affect the rights and obligations created under the Scheme
      to SATYAM or associates.



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19.0 CONTRACT OF EMPLOYMENT

19.1  This scheme shall not form part of any contract of employment between
      SATYAM and the associate. The rights and obligations of any individual
      under the contract of employment shall not be affected by his
      participation in this scheme or any right which he may have to participate
      in it.

19.2  Nothing in this scheme shall afford any associate any additional right(s)
      as to compensation or damages in consequence of the termination of such
      office or employment for any reason.

19.3  This scheme shall not confer any associate any legal or equitable right
      against SATYAM either directly or indirectly or give rise to any cause of
      action in law or equity against SATYAM.


20.0 GOVERNMENT REGULATIONS

20.1  This scheme is subject to all applicable laws, rules, regulations,
      guidelines and to such approvals from any governmental agencies as may be
      required. In case of any contradiction between the provisions of this
      Scheme and any provisions, rules, regulations, guidelines issued by any
      governmental agencies, the provisions of law shall override the provisions
      of this scheme.

20.2  The associates who are granted warrants/ ADS under the scheme shall comply
      with such requirements of law as may be necessary.


21.0 GENERAL RISKS

21.1  SATYAM does not guarantee any return on the equity investment made by
      associates as part of the scheme. Any loss due to fluctuations in the
      market price of the equity including the shortfall in the expectations or
      projections and the risks associated with the investment are that of the
      associate alone.