Exhibit 4.6


                          DATED 13TH DAY OF MARCH 2001


























                      -------------------------------------

                           THE GLOBAL SOURCES EMPLOYEE
                         EQUITY COMPENSATION PLAN NO. VI
                     (SHARE GRANT PLAN FOR EARLY RETIREMENT)
                       -----------------------------------
























                            Appleby Spurling & Kempe
                                   Cedar House
                                 41 Cedar Avenue
                                 Hamilton HM 12


<PAGE>


                                    CONTENTS


No.      Section                                                    Page
--       -------                                                    ----

1.       Name of the Plan                                           1
2.       Purpose of the Plan                                        1
3.       Shares Subject to the Plan                                 1
4.       Eligible Persons                                           1
5.       Non-transferability                                        1
6.       Adjustments                                                1
7.       Vesting of Shares                                          2
8.       Plan Duration                                              2
9.       Administration                                             2
10.      Terminating Transactions                                   3
11.      Government Regulations                                     3
12.      Costs and Expenses                                         3
13.      Amendment or Termination of the Plan                       3
14.      Effective Date of the Plan                                 3
15.      Limitation of Liability                                    3
16.      Governing Law and Jurisdiction                             4
Schedule 1                                                          6
Schedule 2                                                          7



<PAGE>




                           THE GLOBAL SOURCES EMPLOYEE

                         EQUITY COMPENSATION PLAN NO. VI


1.   Name of the Plan

     This Employee Equity Compensation Plan shall be known as The Global Sources
Employee Equity Compensation Plan No. VI, otherwise the Share Grant Plan For
Early Retirement.

2.   Purpose of the Plan

     The purpose of the Global Sources Employee Equity Compensation Plan No. VI
(the "Plan") is to make awards of common shares of US$0.01 each (the "Shares")
in Global Sources Ltd., a company incorporated in Bermuda, through the Global
Sources Employee Equity Compensation Trust (the "Trust") to eligible persons as
set out in Section 4.

3.   Shares Subject to the Plan

     The Shares held by Harrington Trust Limited as trustee of the Trust dated
30 December 1999 (the "Trustee") shall be eligible for issuance by the Trustee
pursuant to the Plan. A plan committee (the "Plan Committee") is constituted
under the Trust and appointed by Trade Media Holdings Ltd. (the "Company") to
determine the allocation of shares and other benefits to the Grantees.

4.   Eligible Persons

     The persons eligible to receive an award of Shares under the Plan (a
"Grantee" and collectively the "Grantees") are any persons who are or who have
been employed by the Company, including Directors of the Company, or by its
parent (if any), or any of its subsidiaries or its affiliates on a salaried
basis or any consultant or advisor to, or independent contractor of, the
Company, its parent (if any), or any of its subsidiaries or affiliates
("eligibly employed") on or after the date hereof. Grantees shall be determined
by resolution of the Board of Directors of the Company, whose decision shall be
made with the approval of the Plan Committee. The number of Shares to be awarded
to a Grantee shall be determined by the Plan Committee at the time of the award.

5.   Non-transferability

     Any Shares awarded under the Plan shall be non-transferable except in
accordance with Section 7 hereof and with the terms of Schedules 1 and 2
respectively.

6.   Adjustments

     If the outstanding Shares then subject to the Plan are changed into or
exchanged for a different number or kind of shares or securities, as a result of
one or more reorganisations, recapitalisations, stock splits, reverse stock
splits, stock dividends and the like, appropriate adjustments shall be made in
the number and/or type of shares or securities as shall be directed by the Plan
Committee. Any such adjustment in outstanding Shares will be made in order to
preserve, but not to increase or decrease, the benefits to the Grantees existing
immediately prior to the event giving rise to such adjustment.



<PAGE>

7.   Vesting of Shares

     Provided that the Grantee is "in good standing" (which definition shall be
at the sole discretion of the Board of Directors of the Company) at the time of
the award, Shares awarded under the Plan shall vest in the Grantee as set out in
Schedule 2, subject to the following:

     (a) In the case of every Share awarded hereunder:

          (i) if before all the Shares are vested in accordance with Schedule 2
     a Grantee shall die the person or persons to whom the Grantee's rights to
     the Shares shall have lawfully passed whether by will, by the applicable
     laws of succession or otherwise shall receive the Shares which have not yet
     vested in accordance with Schedule 2;

          (ii) if before all the Shares are vested in accordance with Schedule 2
     a Grantee shall become the employee of, consultant or advisor to, or an
     independent contractor of a Competitor all the Shares which have not yet
     vested and which are held by the Trustee for the Grantee shall be forfeited
     to the Trust and shall be available for further grant under the Plan. The
     definition of "Competitor" shall be determined by the Company whose
     decision shall be final.

     (b) Until Shares are vested the Grantee shall not receive dividends thereon
or have any voting rights therein.

8.   Plan Duration

     Shares may not be awarded more than ten years after the effective date of
the Plan.

9.   Administration

     The Plan shall be managed and administered by the Trustee subject to the
directions of the Plan Committee as provided under the Trust.

     The interpretation and construction by the Trustee of any provisions of the
Plan shall be final and binding upon Grantees and their respective successors,
unless otherwise determined by the Company, in which case such determination of
the Company shall be final and binding. Neither the Trustee nor the Company
shall be liable for any action taken, or determination made, in good faith.

     The Trustee or the Company may, from time to time, adopt rules and
regulations for carrying out the Plan and, subject to the provisions of the
Plan, may issue a certificate in the form annexed to the Plan or prescribe the
form or forms of the instruments evidencing Shares awarded under the Plan.

     Subject to the provisions of the Plan and to the directions of the Plan
Committee, the Trustee shall have full and final authority in its discretion to
select the persons to be awarded Shares, to determine the number of Shares to be
awarded, the terms of award, including any vesting provisions, and such other
terms and provisions thereof as it may authorise at the time when each Share is
awarded, each of which terms and provisions may be different for each award. The
Trustee, with the consent of the Plan Committee, may amend the terms of any
existing award to accelerate the time or times at which Shares awarded under the
Plan, or any part thereof, shall become vested, or in any other respect which
shall not adversely affect the rights of the holder of such award of Shares.



                                      -2-
<PAGE>

     The Company may delegate any of its powers, rights, duties and
responsibilities under the Plan to the Plan Committee who may discharge same
with the authority and in the place and stead of the Company.

10.  Terminating Transactions

     Upon the occurrence of a "Terminating Transaction", as hereinafter defined,
the Plan shall terminate. Upon the happening of a Terminating Transaction, the
Shares which have not vested shall ipso facto become vested and the Trustee
shall, on the twentieth business day after the Terminating Transaction shall
first have come to the notice of the Company, or on such earlier date as the
Trustee may in its discretion determine, make payment in consideration therefor
of an amount equal to the market value of such Shares on the date of such
Terminating Transaction (such amount not to be less than zero), such payment to
be made by bank draft.

     "Terminating Transaction" shall mean such transaction resulting in the
termination or substantial termination of the Company or the takeover or change
of control of the Company as the Plan Committee shall in its absolute discretion
determine.

11.  Government Regulations

     The Trustee shall not issue any Shares unless and until all licences,
permissions and authorisations required to be granted by the Government of
Bermuda, or by any authority or agency thereof, shall have been duly received.

12.  Costs and Expenses

     All costs and expenses with respect to the adoption of the Plan and in
connection with the registration of Shares shall be borne by the Company;
provided, however, that except as otherwise specifically provided in the Plan or
in any agreement between the Company and a Grantee, the Company shall not be
obliged to pay any costs or expenses (including legal fees) incurred by any
Grantee in connection with any Shares held or transferred by any Grantee.

13.  Amendment or Termination of the Plan

     The Company by resolution of the Board of Directors may alter, amend,
suspend or terminate the Plan; however, except as otherwise provided in the
Plan, no such action shall deprive the Grantee, without his or her consent, of
any rights thereunder granted to the Grantee pursuant to the Plan.

     No amendment of this Plan shall increase the duties and responsibilities of
the Trustee without its consent.

14.  Effective Date of this Plan

     The effective date of the Plan shall be that set out at the end of the
Plan.

15.  Limitation of Liability

     No member of the Board or the Plan Committee, or any officer or employee of
the Company acting on behalf of the Board or the Plan Committee, shall be
personally liable for any action, determination or interpretation taken or made
in good faith with respect to the Plan, and all members of the Board or the
Committee and each and any officer or employee of the Company acting on their
behalf shall, to the extent



                                      -3-
<PAGE>

permitted by law, be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.

16.  Governing Law and Jurisdiction

     This Plan shall be governed by and interpreted and construed in accordance
with the laws of Bermuda and the Company and each Grantee hereby irrevocably
submits to the exclusive jurisdiction of the courts of Bermuda.




                                      -4-
<PAGE>


          THIS DOCUMENT IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE

                               GLOBAL SOURCES LTD.

                             SHARE AWARD CERTIFICATE

           THE GLOBAL SOURCES EMPLOYEE EQUITY COMPENSATION PLAN NO. VI

     THIS IS TO CERTIFY that, on the date shown below, a grant of Shares was
awarded to the Grantee named below, subject to the provisions of the
above-mentioned Plan, as amended from time to time and to the Rules made
pursuant thereto for the time being in force, to receive the number of common
shares of US$0.01 each in the capital of Global Sources Ltd. specified below.

        Grantee:                           Name:

        Address:

        Date of Award:

        Vesting Dates and amounts          ______________________________
                                           ______________________________
                                           ______________________________
                                           ______________________________
                                           ______________________________
        Number of Shares:

        For and on behalf of the Trustee




                                      -5-
<PAGE>


                                   SCHEDULE 1

     Upon the awarding of Shares to the Grantee, such Shares shall not vest in
the Grantee but shall be held by the Trustee for the Grantee subject to the
following provisions and in accordance with the provisions of Schedule 2:

     1. The Grantee can direct the Trustee to transfer the Shares to the Grantee
or to such person as the Grantee directs.

     2. No loans will be made to a Grantee against the award of Shares under
this Plan.

     3. Shares which have not yet vested under this Plan cannot be committed as
collateral.

     4. It is the responsibility of the Grantee to ensure that he may
participate in this Plan under the laws of his jurisdiction.

     5. All disputes regarding this Plan shall be referred to the Plan Committee
for resolution whose decision shall be final.

     6. The maximum number of Shares that may be issued to any individual any
calendar year shall not exceed 25% of the aggregate number of Shares to be
issued under the Plan.




                                      -6-
<PAGE>


                                   SCHEDULE 2

     The grant of Shares will vest over five years in accordance with the
Schedule set out below.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                     1 year after      2 years after       3 years after      4 years after       5 years after
                     Award Date        Award Date          Award Date         Award Date          Award Date
--------------------------------------------------------------------------------------------------------------------
<S>                  <C>               <C>                 <C>                <C>                 <C>
Percentage of the    20%               An additional 20%   An additional 20%  An additional 20%   An additional 20%
Award which vests
--------------------------------------------------------------------------------------------------------------------
</TABLE>

     Where the percentage of the award which vests will give rise to the vesting
of part shares, the portion shall be rounded up to the nearest whole share.

     The rights to Shares acquired by a Grantee under the Plan are not
transferable until the Shares are vested, except in accordance with 7(a)(i).




                                      -7-
<PAGE>


     IN WITNESS WHEREOF the Company has caused its common seal to be hereunto
affixed in the presence of its duly authorised officers as of the 13th day of
March 2001.

The COMMON SEAL of                          )
TRADE MEDIA HOLDINGS LTD.                   )
was hereunto affixed                        )
in the presence of:                         )


----------------------------------
Director


----------------------------------
Secretary




                                      -8-
<PAGE>