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                                                                    Exhibit 10.3

                        ASSOCIATE STOCK OPTION PLAN 2002

1.0     INTRODUCTION:

        1.1     Sify has formulated a series of Associate Stock Option Plans
                (ASOP) to incentivise and reward associates for contributing to
                the growth of Sify.

        1.2     ASOP 2002 is the latest in the series of these ASOPs. The
                members of the Company approved the allocation of a further
                633,000 shares on 09 December, 2002 to the pool of shares
                available for issue as stock options to associates.

2.0     SCHEME OVERVIEW:

        2.1     Under ASOP 2002, Sify's Associates (full time or part time
                employees and directors) would be granted options for a fee
                which would give them the right to buy Sify's ADRs (listed in
                the Nasdaq National Market in USA) or Sify's equity shares as
                indicated in the letter of grant to them at an exercise price.
                The difference between the market price of these ADRs or Equity
                shares and the exercise price would be the gain to the
                Associate. The options are exercisable after a vesting date but
                before the expiry date. Vesting is slated to happen over a three
                year period. Expiry occurs one month after the associate ceases
                to in the employment of Sify or its subsidiaries.

        2.2     As the market price of Sify's ADRs (or in some cases Equity
                shares) go up, the benefit to the Associate goes up. The
                Associate is incentivised to:

                2.2.1   Stay with Sify until vesting and after vesting until the
                        option value grows to an attractive level

                2.2.2   Work (with a high degree of goal congruence) in the
                        interest of Sify shareholder in building a sustainable
                        value and growth momentum into Sify's ADRs and equity
                        shares.

3.0     ADMINISTRATION:

        3.1     Shareholders of Sify have approved the allocation of 6,33,000
                shares to be added to the pool of shares to be made available
                for ASOP schemes on 09 December, 2002. Shareholders have also
                empowered the Board of Directors to formulate ASOP schemes from
                time to time to grant stock options and when exercised issue
                ADRs/Equity shares. Shareholders have also recognised that these
                stock options would apply to Principal Officers including the
                Chief Executive Officer, the Chief Operating Officer and the
                Chief Financial Officer and Directors.

        3.2     The Board of Directors (Sify Board) have constituted the
                Compensation Committee (currently made up of three directors
                nominated by Sify Board) to formulate ASOP schemes, formulate
                policies for administration of the schemes, and actually
                administer the scheme by granting options, recognize exercises,
                issue ADRs and shares on exercise, collect exercise price and
                where necessary facilitate sale.

        3.3     The Compensation committee of the Board of Directors
                (Compensation Committee) administers the ASOP schemes of Sify.
                ASOP 2002 will also be administered by the Compensation
                Committee. The Compensation Committee will have the authority
                and responsibility to:

                3.3.1   Formulate ASOP schemes from time to time

                3.3.2   In formulating the ASOP schemes, decide on:

                        3.3.2.1 Eligibility criteria, Selection criteria

                        3.3.2.2 Granting policy (including quantity, exercise
                                price, fee)

                        3.3.2.3 Vesting policy (vesting schedule, policy
                                relating to death/disability)

                        3.3.2.4 Recognition of expires (both lapses and
                                forfeitures) and

                        3.3.2.5 Movement of quantity allocated for ASOP from one
                                scheme to another
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                3.3.3   Grant Options to Associates (by issue of Option letters)

                3.3.4   Facilitate exercise of options, issue ADRs/Shares and
                        where necessary facilitate sales

                3.3.5   Liase with and comply with regulators including SEC,
                        SEBI, Income tax office etc

        3.4     In all issues to be decided by the Company relating to ASOP, the
                decision by the Compensation Committee represents decision by
                the Company and is final.

4.0     ADRS/SHARES:

        4.1     ASOP 2002 aims to grant options to buy either of the following
                to Associates:

                4.1.1   American Depository Shares/Receipts of Sify (listed in
                        the Nasdaq National Market of USA under the ticker
                        "SIFY") or

                4.1.2   Equity shares of Sify (currently not yet listed anywhere
                        in India)

        4.2     The Option letter (granting the option) would explicitly state
                what is being granted. In the absence of such a clarification,
                ADRs shall be issued on exercise.

        4.3     Compensation Committee has the power to grant options for a
                quantity of ADRs/Shares not exceeding the unused quantity
                available in the pool for granting of options (as approved by
                and added to by members of Sify in a general meeting).
                Compensation Committee specifically has been empowered to use
                ungranted surplus out of earlier allocations to the pool to be
                issued under any ASOP scheme including ASOP 2002.

        4.4     In the event of a stock split or a ratio change (between ADRs
                and equity shares), the quantity of stock options and the
                exercise price shall be adjusted for the effect of the stock
                split or the ratio change so that the Associate gets the same
                proportion of shareholding percentage for the same price per
                percentage as the Associate would have prior to the stock split
                or ratio change.

5.0     ELIGIBILITY TO PARTICIPATE:

        5.1     Options could be granted under ASOP 2002 only to Associates.
                Associates are defined to include only the full time or part
                time employees of Sify and its subsidiaries. Associates include
                Principal officers and directors of Sify and its subsidiaries.
                Subsidiaries, for these purposes, includes companies in which
                Sify has more than 50% of issued shares or more than 50% voting
                rights in the Board governing such companies.

        5.2     The Compensation Committee shall select from among the
                Associates a list of associates for grant of stock options. The
                Compensation Committee shall decide on the selection criteria
                which shall include among other things the performance track
                record, performance potential of the Associates. The
                Compensation committee is empowered to include Associates on any
                other criteria and is also empowered to not include any
                Associate without stating any reason. The decision by the
                Compensation Committee on the choice of Associates who shall be
                granted stock options is final.


6.0     GRANT OF OPTIONS:

        6.1     The Compensation Committee shall decide on whether the grant is
                for ADRs or equity shares, the option quantity (number of ADRs
                or equity shares to be granted), the exercise price payable, the
                vesting schedule and other terms and conditions of the grant.

        6.2     The Compensation Committee shall issue to the selected
                Associates Option letters granting options to Associates giving
                them the right to buy ADRs (or if so specified, equity shares)
                specifying the quantity of stock options issued and the exercise
                price, the vesting schedule and other terms and conditions. A
                copy of the ASOP 2002 scheme shall be attached to the Option
                letter. The Option letter should bear the sequential number of
                the Option letter, the name of the Associate and the reference
                of the Compensation committee meeting by which the option is
                being granted. The Compensation Committee should collect an
                Option fee of Re.1 per ADR (or share) which shall be adjusted
                against the exercise price payable or refunded to Associates if
                the option is not exercised and the option expires.
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7.0     EXERCISE PRICE:

        7.1     Exercise price refers to the price at which the Associate could
                buy the ADR (or equity share). The currency by which exercise
                price is payable is normally Rupees unless otherwise so
                specified in the Option letter. Exercise price is payable to the
                Company by a cheque made payable to Sify Limited.

        7.2     The Compensation Committee shall decide on the exercise price
                for each grant on a case by case basis. The Compensation
                Committee shall comply with the requirements of applicable
                regulations including SEBI guidelines, Company law etc in
                determining the exercise price.

8.0     VESTING SCHEDULE:

        8.1     The stock options granted shall be exercised (converted into an
                ADR or equity share) only after the options vest.

        8.2     The Compensation Committee shall decide on the terms of vesting
                of the stock options. The Committee shall vary the vesting
                schedule for any grant yet to be issued under the scheme.
                However no variation shall affect any grant that was already
                made under a specified vesting term unless such a variation is
                beneficial to the Associate. Unless modified later, the options
                granted shall vest as below: One sixth of the option quantity:
                At the end of one year from the date of grant Five sixth of the
                option quantity: At the end of each quarter during the second
                and third year from the date of the grant in eight equal
                instalments.

        8.3     In any case the grants shall vest fully on the occurrence of
                permanent total disability or the death of the Associate.

        8.4     In the event of a rights issue or a bonus issue of the ADRs or
                equity shares, the Associate shall be given the choice to deem
                the stock options to have vested and exercise the options and
                subscribe to the rights issue or get the bonus issue. If the
                Associate chooses to not deem the stock option to have vested,
                the vesting schedule shall remain as per the terms of the grant.
                However, the Associate would not be able to participate in the
                rights issue or be eligible for the bonus issue of ADRs or
                Equity shares.


9.0     EXPIRY:

        9.1     Stock options issued to Associates can be exercised only after
                they vest and should be exercised before they expire.

        9.2     Options issued under ASOP 2002 expire one month after the
                Associate ceases to be in the employment of Sify or its
                subsidiaries.

        9.3     If the options vested earlier than envisaged due to death or
                permanent total disability of the Associate, the options shall
                expire within one month after such a vesting. The Compensation
                Committee is empowered to extend the expiry date by not more
                than three months in the case of death or permanent total
                disability of the Associate.

        9.4     Associates who do not wish to accept stock option grants shall
                notify Sify in writing. Any option recommended by the
                Compensation Committee to them would not be issued to them.

        9.5     Associates who do not wish to continue participating in the ASOP
                scheme after the grant is received shall notify the company in
                writing. The options granted would forfeit after the letter is
                received by Sify. Sify would repay the option fee of Re.1 per
                ADR if such a fee was already collected earlier.

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10.0    EXERCISE OF STOCK OPTION AND ISSUE OF ADRS/EQUITY SHARES:

        10.1    Associates can exercise stock options any time. However
                Associates can sell the ADRs or shares so issued under the
                option only during the period when insider trading is permitted
                under the "Insider trading policy" of Sify.

        10.2    The Insider trading policy of Sify shall be as determined by the
                Board of Directors of Sify from time to time and as administered
                by the Chief Financial Officer of Sify from time to time. Unless
                there are specific price sensitive information within the
                Company, insider trading is typically permitted during the
                period commencing from "two days after the press release
                announcing quarterly results" and ending with "the last day of
                the second month of each quarter".

        10.3    If the Associate is not permitted by law to hold the stock (ADR
                or equity share) and is expected to sell it within reasonable
                time, then exercise of the option itself will be permitted only
                during the period when insider trading is permitted.

        10.4    Associates wishing to exercise their options should tender to
                Sify a copy of the option letter and a cheque made payable to
                Sify Limited for the exercise price (less the option fee paid at
                the time of grant) indicating the brokerage account to which
                ADRs or shares should be credited.

        10.5    Associates are entitled to exercise part of the option quantity
                that has vested and carry forward the remainder until the
                options expire and exercise such carried forward quantity any
                time before expiry subject to the foregoing clauses on the time
                window when insider trading is permitted.

        10.6    The ADRs or equity shares issued to Associates after the
                exercise of the option shall be their exclusive property free of
                all charges/liens. The ADRs or shares will not be subject to any
                lock in unless such a lock in is applicable by law or is
                applicable to all shareholders of that kind. The ADRs or equity
                shares so issued shall rank pari passu with existing ADRs or
                shareholders and shall be entitled to pro rated
                dividend/benefits from the date of issue and shall enjoy
                rights/privileges that other shareholders enjoy in terms of
                voting rights etc.

        10.7    Sify shall facilitate the sale of the ADRs and shares issued to
                Associates. Conditions relating to insider trading apply for the
                timing of sale by Associates. The ADRs issued by Sify on
                exercise of option by Associates shall be registered and
                saleable in the Nasdaq market.

        10.8    All taxes that apply to the exercise, sale or realization of
                proceeds from ADRs and equity shares accrue to the Associate.

11.0    TRANSFER, MORTGAGE ETC

        11.1    Options granted to Associates are not transferable. Options
                granted to Associates transmit to legal heirs on the death of
                the Associate. All rights and obligations of the Associate under
                the scheme shall accrue to the legal heirs of the Associate in
                the event of death of the Associate.

        11.2    Stock options granted under the ASOP scheme cannot be pledged,
                mortgaged, hypothecated or be subject in any way to a charge or
                a lien giving right to any party other than the Associate.

12.0    OTHERS:

        12.1    The Board of Sify and the Compensation Committee have the rights
                to modify the policies and practices of ASOP 2002. However no
                such modification shall apply to a grant already made if that
                affects the benefit of the grant from the associate's point of
                view.

        12.2    This scheme shall not form part of any contract of employment
                between SIFY 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.

        12.3    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.


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

        12.5    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.

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

        12.7    Sify 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.