Exhibit 4.3


                        ICICI INFOTECH SERVICES LIMITED
                       EMPLOYEES STOCK OPTION SCHEME-2000


Section I:        Short title, extent and commencement

                  1.  This Scheme may be called ICICI INFOTECH SERVICES LIMITED-
                      EMPLOYEES STOCK OPTION SCHEME-2000.

                  2.  It applies only to Eligible Employees.

Section II:       Objectives

                  The objectives of the Scheme are:

                           a.  to enhance employee motivation;

                           b.  to enable employees to participate in the long
                               term growth and financial success of the Company;
                               and

                           c.  to act as a retention mechanism, by enabling
                               employee participation in the business as an
                               active stakeholder to usher in an 'owner-manager'
                               culture.

Section III:      Definitions

                  1.  As used in this Scheme, the following terms shall have the
                      meanings set forth below:

                           a.  "Award Confirmation" means a written
                               communication by the Company to a Participant,
                               evidencing grant of Options.

                           b.  "Board" means the Board of Directors of the
                               Company

                           c.  "Cause" means (i) act of willful or gross
                               misconduct or neglect (ii) the commission of
                               felony, fraud, misappropriation, embezzlement,
                               breach of trust or an offence involving moral
                               turpitude, (iii) gross or willful
                               insubordination or (iv) any other act
                               detrimental to the interest of the Company.

                           d.  "Committee" means a committee of the Board of
                               Directors of the Company as the Board of
                               Directors of the Company may constitute from
                               time to time to administer the Scheme.

                           e.  "Company" means ICICI INFOTECH SERVICES LIMITED
                               (ICICI Infotech) and its successors or its
                               Subsidiary or Holding Company, as the context
                               may require or admit.

                           f.  "Eligible Employee" means a person who is an
                               employee including employee on probation or who
                               has agreed to take up employment in the Company,
                               or a director of the Company or



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                               of a Subsidiary or a Holding Company or of a
                               subsidiary of the Holding Company.

                           g.  "Exercise Period" means the period commencing
                               from the date of vesting of Options and ending
                               on the later of (i) the tenth anniversary of the
                               date of grant of Options or (ii) the fifth
                               anniversary of the date of vesting of Options.

                           h.  "Exercise Price" means the price payable by the
                               Participant for exercising the Options granted to
                               him.

                           i.  "Holding Company" means a holding company of
                               ICICI INFOTECH SERVICES LIMITED, hereafter
                               existing, within the meaning of Section 4 of the
                               Companies Act, 1956.

                           j.  "Independent Director" means a director of the
                               Company, not being a whole time director of the
                               Company.

                           k.  "Option" means a right but not an obligation
                               granted to a Participant to apply for a
                               specified number of Shares at a pre-determined
                               price during the Exercise Period subject to the
                               conditions of the Scheme.

                           l.  "Participant" means an Eligible Employee selected
                               by the Board or the Committee and to whom an
                               Option is granted,  or the Successors of the
                               Participant, as the context so requires.

                           m.  "Person" means an individual, company,
                               partnership, association, trust, unincorporated
                               organisation, government or political subdivision
                               thereof or any other entity.

                           n.  "Scheme" means this Scheme.

                           o.  "Shares" mean the equity shares of the Company
                               or such other securities, as may be designated
                               by the Committee from time to time.

                           p.  "Subsidiary" means a subsidiary company of ICICI
                               INFOTECH SERVICES LIMITED, whether now or
                               hereafter existing, within the meaning of
                               Section 4 of the Companies Act, 1956.

                           q.  "Successors" of a Participant means the legal
                               heirs and/or legal representatives of a deceased
                               Participant.

                           r.  "Vesting Confirmation" means a written
                               communication by the Company to a Participant,
                               evidencing vesting of Options.

                           s.  "Vesting Criteria" means criteria as may be
                               stipulated by the Committee for vesting of
                               Options.


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                           t.  "Vesting Period" means the period during which
                               the vesting of the Options granted to a
                               Participant can take place.

                  2.  In the Scheme, unless the contrary intention appears :-

                           a.  a reference to "law" includes the constitution,
                               any statute, law, rule, regulation, ordinance,
                               judgement, order, decree, authorisation, or any
                               published directive, guideline, requirement or
                               governmental restriction having the force of
                               law, or any determination by, or interpretation
                               of any of the foregoing by, any judicial
                               authority or administrative authority, whether
                               in effect as of the date of the Scheme or
                               thereafter and each as amended from time to
                               time.

                           b.  reference to a gender shall include references
                               to the female, male and neuter genders;

                           c.  the singular includes the plural (and vice
                               versa);

                  3.  Words and expressions unless defined herein shall have
                      the same meaning as have been assigned to them under the
                      Companies Act, 1956 or the Securities and Exchange Board
                      of India Act, 1992.

Section IV:       Shares subject to the Scheme

                  1.  The maximum number of Options granted to any Eligible
                      Employee in a financial year shall not exceed 5% of the
                      issued equity shares of the Company at the time of grant
                      of the Options and the aggregate of all such Options
                      granted to all the Eligible Employees shall not exceed
                      25% of the aggregate number of issued equity shares of
                      the Company as at the time of grant of the options.

                  2.  The Options granted but not vested and the Options vested
                      but not exercised in accordance with the Scheme or the
                      Award Confirmation or the Vesting Confirmation shall
                      terminate and the Shares covered by such terminated
                      Options shall become available for future grant under the
                      Scheme.

Section V:        Administration of the Scheme

                  1.  The Scheme shall be administered by the Board or the
                      Committee. A member of the Committee to whom a matter
                      under the Scheme specifically relates shall not vote on
                      such matter.

                  2.  Unless otherwise expressly provided in the Scheme or
                      applicable law, all decisions, determinations and
                      interpretations with respect to, connected with, arising
                      out of or in relation to the Scheme or Award Confirmation
                      or Vesting Confirmation shall be within the sole
                      discretion of the Board or the Committee, may be made at
                      any time


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                      and shall be final, conclusive and binding upon
                      all Persons including the Company, Participants,
                      shareholders and employees.

                  3.  Unless otherwise expressly provided in the Scheme or
                      applicable law, the Scheme shall also be applicable to
                      employees and Directors of the Subsidiaries and Holding
                      Company and a subsidiary of the Holding Company.

Section VI:       Powers of the Committee

                  1.  Subject to the provisions of the Scheme and applicable
                      law and in addition to the other express powers and
                      authorizations conferred by the Scheme, the Board or the
                      Committee shall have full power and authority to:

                           a.  determine from time to time eligibility of
                               employees to participate in the Scheme ;

                           b.  determine the number of Shares subject to each
                               Option;

                           c.  determine the minimum and maximum number of
                               Options to be granted under the Scheme per
                               Participant and in aggregate;

                           d.  prescribe the Vesting Period and Vesting
                               Criteria;

                           e.  prescribe the conditions under which the Options
                               vested in the Participant may lapse (including
                               in case of termination);

                           f.  prescribe the Exercise Period within which the
                               Participant should exercise the vested Options
                               in the event of termination or resignation of
                               the Participant;

                           g.  prescribe whether the Options vested in a
                               Participant are exercisable at one time or at
                               various points of time within the Exercise
                               Period;

                           h.  prescribe the conditions and procedure for the
                               grant , vest and exercise of Options by
                               Participants including Participants who are on
                               long leave, training or otherwise indisposed;

                           i.  prescribe, if deemed appropriate and necessary,
                               the procedure for cashless exercise of Options;

                           j.  establish, amend, suspend or waive such rules
                               and regulations as it shall deem appropriate for
                               the proper administration of the Scheme;

                           k.  interpret any matter with respect to, connected
                               with, arising out of or in relation to the
                               Scheme , the Award Confirmation and the Vesting
                               Confirmation;


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                           l.  appoint such agents as it shall deem necessary
                               for the proper administration of the Scheme.

                           m.  determine or impose other conditions to the
                               grant or exercise of Options under the Scheme as
                               it may deem appropriate;

                           n.  make any other determination and take any other
                               action that the Committee deems necessary or
                               desirable for the administration of the Scheme;

                           o.  frame suitable policies and systems to ensure
                               that there is no violation of:

                                    i.  Securities and Exchange Board of India
                                        (Insider Trading) Regulations, 1992; and

                                    ii. Securities and Exchange Board of India
                                        (Prohibition of Fraudulent and Unfair
                                        Trade Practices relating to the
                                        Securities Market) Regulations, 1995

                               by any employee.

Section VII:      Eligibility for grant of Options

                  1.  The Board or the Committee shall have the sole authority
                      to designate an Eligible Employee as Participant.

                  2.  In determining the Eligible Employee to receive an Option
                      as well as in determining the number of Options to be
                      granted to a Participant, the Board or the Committee may
                      consider the position and responsibilities of the
                      Eligible Employee, the nature and value to the Company of
                      the Eligible Employee's services and accomplishments
                      whether direct or indirect, length of service, grade,
                      performance, merit, present and potential contribution
                      and conduct of the Eligible Employee and such other
                      factors as the Committee may deem relevant.

Section VIII:     Vesting of Options

                  1.  The Options granted to the Participant may vest at one
                      time or at various points of time as stipulated in the
                      Award Confirmation. Provided, however, there shall be a
                      minimum period of one year between the grant of Options
                      and vesting of Options. Unless earlier vested, expired,
                      forfeited or otherwise terminated, each Option shall
                      expire in its entirety upon the third anniversary of the
                      date of grant of Option.

                  2.  No Option or any part thereof shall vest -

                           a.  if the Participant does not fulfill Vesting
                               Criteria as stipulated in the Award
                               Confirmation; or


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                           b.  if the Participant's employment is terminated by
                               the Company for Cause; or

                           c.  if the Participant voluntarily terminates
                               employment with the Company other than on
                               account of death, retirement, or permanent
                               disability.

                           and the Options to the extent not already vested
                           shall lapse and stand terminated and expired
                           forthwith.

                  3.  If the Participant's employment terminates due to death
                      or permanent disability, whole of the Options shall
                      immediately vest in the Participant's Successors, or the
                      Participant, as the case may be.

                  4.  If the Participant's employment terminates due to
                      retirement (including pursuant to any early / voluntary
                      retirement scheme), the whole of the Options shall vest,
                      on the expiry of one year from the date of grant of
                      Options, in the Participant. Provided however that in the
                      event of death or permanent disability of the Participant
                      after retirement but before vesting of Options, the whole
                      of the Options shall immediately vest in the
                      Participant's Successors or the Participant as the case
                      may be.

Section IX:       Exercise Price

                  The Exercise Price shall be determined by the Board or the
                  Committee on the date the Option is granted and shall be
                  reflected in the Award Confirmation. The method of payment of
                  Exercise Price shall be, determined by the Board or the
                  Committee (including by any one or more of the following
                  methods of payment).

                           a.  Cash

                           b.  Cheque

                           c.  Promissory Note

                           d.  Cash-less exercise programme

Section X:        Exercise of Options

                  1.  Subject to vesting and other restrictions provided for
                      hereunder or otherwise imposed in accordance herewith,
                      the Participant or Participant's Successors, as the case
                      may be, may exercise the Options by the payment of
                      Exercise Price in full at such time as may be notified
                      during the Exercise Period.

                  2.  Unless earlier exercised, expired, forfeited or otherwise
                      terminated, each vested Option , if not exercised during
                      the Exercise Period shall lapse and stand terminated and
                      expired forthwith.


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                  3.  If the Participant's employment is terminated by the
                      Company for Cause the Participant's vested Options, to
                      the extent then unexercised, shall thereupon cease to be
                      exercisable and shall lapse and stand terminated and
                      expired forthwith.

                  4.  If the Participant voluntarily terminates employment with
                      the Company other than on account of death, retirement,
                      or permanent disability, the vested Options, to the
                      extent then unexercised, shall be exercised by the
                      payment of Exercise Price in full within a period of
                      three months from the date of termination, which period
                      shall be deemed to be the Exercise Period.

                  5.  If the Participant's employment is terminated due to
                      death, retirement (including pursuant to any early /
                      voluntary retirement scheme) or permanent disability, the
                      vested Options, shall be exercised by the payment of
                      Exercise Price in full at such time as may be notified
                      during the Exercise Period.

                  6.  Upon receipt of the notice for exercise of the Options
                      (in the form prescribed) and the payment of Exercise
                      Price in a form and manner as may be stipulated by the
                      Board or the Committee, the Company shall issue and allot
                      Shares to the Participant.

Section XI:       GENERAL TERMS AND CONDITIONS

                  1.  The Committee may at any time amend, discontinue or
                      terminate the Scheme or any part or portion thereof at
                      any time. Provided that any such amendment,
                      discontinuation or termination that would impair the
                      rights of or is detrimental to the interests of the
                      Participant shall not, to that extent, be effective
                      without the consent of the affected Participant.

                  2.  Participation in the Scheme shall not constitute or be
                      construed as a guarantee by the Company of return on the
                      Shares of the Company. Any loss/potential loss due to
                      fluctuations in the market price of the Shares or on any
                      other account whatsoever, and the risks associated with
                      such investments will be that of the Participant alone
                      and not of the Company.

                  3.  The Scheme shall be subject to all applicable laws and
                      such other terms and conditions, as may be stipulated by
                      the Committee in its absolute discretion.

                  4.  In the event of issuance of bonus / rights shares,
                      recapitalisation, stock split, reorganisation, merger,
                      consolidation of the Company or other similar events the
                      number of Shares covered by each outstanding Option and
                      the number of Shares, which have been authorised for
                      issuance under the Scheme but as to which no Options have
                      yet been granted or which have been returned to the
                      Scheme upon termination of Options as well as the
                      Exercise Price shall be increased or decreased such that
                      the rights of the Participant is substantially
                      proportionate to the rights existing prior to such event


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                      and to ensure that there is no dilution or enlargement of
                      the benefits available under the Scheme.

                  5.  The Committee may at any time waive any conditions or
                      rights under, amend any terms of, or alter, suspend,
                      discontinue, cancel or terminate, any Option theretofore
                      granted, prospectively or retrospectively. Provided that
                      any such waiver, amendment, alteration, suspension,
                      discontinuation, cancellation or termination that would
                      impair the rights of or is detrimental to the interests
                      of the Participant shall not, to that extent, be
                      effective without the consent of the affected
                      Participant.

                  6.  The employees shall maintain the utmost confidentiality
                      regarding the contents of the Scheme and benefits
                      thereunder at all times and shall not make any
                      announcement to the public or to any third Person
                      regarding the arrangements contemplated by the Scheme and
                      the benefits thereunder except to the extent as may be
                      required by law.

                  7.  The Company is entitled to and may, anytime at its
                      discretion, finance the Participant in any manner to the
                      extent permitted by law for the purpose of purchase of
                      Shares or payment of any amount under the Scheme.

                  8.  The grant of an Option shall not be construed as giving a
                      Participant the right to be retained in the employment of
                      the Company. Neither the Scheme nor Award Confirmation
                      nor Vesting Confirmation shall form part of any contract
                      of employment between the Company and the Participant.
                      The rights and obligations of the Participant under the
                      terms of his office or employment with the Company shall
                      not be affected by his participation in the Scheme.
                      Nothing in the Scheme or any Award Confirmation or any
                      Vesting Confirmation shall confer or be construed as
                      affording a Participant any additional rights as to
                      compensation or damages in consequences of the
                      termination of such office or employment for any reason.

                  9.  No Participant or holder or beneficiary of any Option
                      shall have any rights as a shareholder with respect to
                      any Shares to be issued pursuant to the Scheme until he
                      has become the holder of such Shares.

                  10. The Shares issued pursuant to any Option shall rank pari
                      passu with all the other  equity  shares of the
                      Company for the time being issued and outstanding.

                  11. Neither the Scheme nor the Option shall create or be
                      construed to create a trust or a separate fund of any
                      kind or a fiduciary relationship between the Company and
                      a Participant. To the extent that any Person acquires a
                      right to receive payments from the Company pursuant to
                      any Option, such right shall be no greater than the right
                      of any unsecured general creditor of the Company.


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                  12. No fractional shares shall be issued or delivered
                      pursuant to the Option, and the Committee shall determine
                      whether cash, other securities or other property shall be
                      paid or transferred in lieu of any fractional shares or
                      whether such fractional shares or any rights thereto
                      shall be cancelled, terminated, or otherwise eliminated.

                  13. No employee shall have any claim to be granted any
                      Option, and there is no obligation on the part of the
                      Company for uniformity of treatment of employees or
                      holders or beneficiaries of Options. The terms and
                      conditions of Options need not be the same with respect
                      to each Participant.

                  14. No Option shall be assigned, alienated, pledged,
                      attached, sold or otherwise transferred or encumbered by
                      the Participant, except to the extent provided under the
                      Scheme or by will or the laws of inheritance.

                  15. Nothing contained in the Scheme shall prevent the Company
                      from adopting or continuing the current or other
                      compensation arrangements and such arrangements may be
                      either generally applicable or applicable only in
                      specific cases.

                  16. In the event of any tax liability arising on account of
                      grant of Options to a Participant, the liability shall be
                      that of the Participant alone and the Company shall have
                      the right to cause the Shares held by the Participant
                      sold or otherwise alienated to meet the liability on
                      behalf of the Participant. The Company may, in its
                      discretion, require the Participant to pay to the Company
                      at the time of exercise of any Option the amount that the
                      Company deems necessary to satisfy the Company's
                      obligation to withhold income or other taxes incurred by
                      reason of such exercise.

                  17. The Participant shall do all acts necessary and execute
                      all such deeds and documents as may be deemed necessary
                      by the Committee to give effect to the terms of the
                      Scheme.

Section XII:      Award Confirmation

                  The grant of Options hereunder shall be evidenced by an Award
                  Confirmation which shall be delivered to the Participant and
                  shall specify the number of Options granted and the terms and
                  conditions of the grant of Options and rules applicable
                  thereto.

Section XIII:     Vesting Confirmation

                  The vesting of Options hereunder, shall be evidenced by a
                  Vesting Confirmation which shall be delivered to the
                  Participant and shall specify the number of Options vested
                  and the terms and conditions of the vesting of Options and
                  rules applicable thereto.


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Section XIV:      Effective and Expiry Dates

                  This Scheme shall be effective as of the date of its approval
                  by the shareholders of the Company and expire on such date as
                  may be notified by the Board of Directors of the Company.

Section XV:       Headings

                  Headings are given to the Sections of the Scheme solely as a
                  convenience to facilitate reference. Such headings shall not
                  be deemed in any way material or relevant to the construction
                  or interpretation of the Scheme or any provision thereof.

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