Exhibit 4.5


                           REDIFF.COM INDIA LIMITED

                        EMPLOYEE STOCK OPTION PLAN-2006

1. Purpose. The purpose of this Employee Stock Option Plan 2006 ("Plan") is to
recognize and reward Participants for their contributions by issue of equity
shares of Rediff.com India Limited to Participants and directors of Rediff.com
India Limited and its subsidiaries, thereby reinforcing a mutuality of
interest with other shareholders, and to enable Rediff.com India Limited and
its subsidiaries to attract, retain and motivate key employees and directors
by permitting them to share in its growth.

2. Definitions. As used in this Plan,

         "Compensation Committee" means the Compensation Committee of Board of
Directors of the Company.

         "Company" means Rediff.com India Limited, a company incorporated
under the laws of India and includes any successor thereto.

         "Director" means a member of the Board of Directors of the Company.

         "Exercise Price" is the price payable by the Participant for
exercising the Option granted to him in pursuance of this Plan.

         "Option" means the right to purchase Shares upon exercise of an
option granted pursuant to Section 4 of this Plan.

         "Participant" means an employee who is: (a) a permanent employee of
the Company working in India or out of India; or (b) a director of the Company
whether a whole-time director or not; or (c) an employee as defined in
sub-clauses (a) or (b) of a subsidiary, in India or out of India or of a
Holding company of the Company, but excludes (a) any person who is a Promoter
or who belongs to the Promoter Group; (b) a director who either directly or
indirectly through an immediate relative or a body corporate, holds more than
10% of the Company's outstanding equity shares or securities convertible into
equity shares; and (c) any other person to whom the issue of options hereunder
would result in non-compliance with applicable law (including Indian
regulations and guidelines).

         "Plan" means this Employee Stock Option Plan, 2006 of the Company, as
amended from time to time.

         "Promoter" means:
         (a)      the person or person(s) who are in over all control of the
                  Company
         (b)      the person or person(s) who are instrumental in the
                  formation of the Company or programme pursuant to which the
                  shares were offered to the public;
         (c)      the person or person(s) named in the offer document as
                  promoter(s)

         Provided that a director or officer of the company if they are acting
         as such only in their professional capacity will not be deemed to be
         a promoter.

         Explanation: Where a promoter of the company is a body corporate the
         promoters of that body corporate shall also be deemed to be promoters
         of the company.

         "Promoter Group" means:
          (a)      an immediate relative of the promoter (i.e., spouse of that
                   person, or any parent, brother, sister or child of the
                   person or of the spouse.
          (b)      persons whose shareholding is aggregated for the purpose of
                   disclosing in the offer document "shareholding of the
                   promoter group".
         "Shares" means the ordinary equity shares of the Company (presently
par value Rs 5/- per share), as adjusted in accordance with Section 5 of this
Plan.

3. Shares Available.

         (a) Subject to adjustment as provided in Section 5 of this Plan, the
total number of Shares which may be arising from Options granted pursuant to
this Plan shall not exceed 150,000 equity Shares.

         (b) The number of Shares available in Section 3(a) above shall be
adjusted to account for Shares relating to Options that expire, are forfeited,
are terminated or are transferred, surrendered or relinquished upon the
payment of any Exercise Price by the transfer to the Company of Shares or upon
satisfaction of any withholding amount. Options forfeited, terminated or are
transferred, surrendered or relinquished may be reissued to the Participants
by the Compensation Committee.

         (c) Notwithstanding anything in this Plan to the contrary, but
subject to adjustment as provided in Section 5 of this Plan, no individual
Participant shall, during any single calendar year, be granted Options under
this Plan for Shares in excess of such percentage as permitted under the
applicable laws , unless prior specific shareholder approval is obtained.

4. Options. The Compensation Committee may, from time to time and upon such
terms and conditions as the Compensation Committee may determine, authorize
the grant of Options to Participants provided that such grant of Options would
not result in non-compliance with applicable law (including Indian regulations
and guidelines). Each such grant may utilize any or all of the authorizations,
and shall be subject to all of the requirements or terms contained in the
following provisions:

         (a) Each grant shall specify the number of Shares to which it
pertains, which shall be subject to the limitations set forth in Section 3 of
this Plan. Each grant shall also specify an Exercise price per Share. The
criteria to be applied by the Compensation Committee in determining the actual
number of Shares to be awarded by Options granted to any Participant and the
Exercise price per Share shall be based on the grade of the Participant and
may include, without limitation, the length of service, contributions,
dedication and performance of the Participant and shall take into account
applicable tax laws and such other factors as the Compensation Committee may
deem relevant from time to time. The Compensation Committee may from time to
time determine the Participants or class of Participants who would be eligible
for Options under this Plan. The Compensation Committee, while arriving at the
decision on the eligibility of a Participant to Options and the quantum of the
Shares to which a Participant is entitled, will take into consideration the
attributes such as the grade of the Participant, length of service, role of
the Participant, his contribution to the overall performance of the Company,
the performance of Profit Centre/Division to which he belongs, importance of
the Participant to the future performance and success of the Company, sense of
loyalty towards the Company, significance of the Participant in enterprise
valuation of the Company, etc.

         (b) The Exercise Price per share for the purposes of the grant of
Options shall be determined by the Compensation Committee at the time of grant
of options to a Participant. The Exercise Price of the options granted shall
be on basis of formula which is linked to the Market Price of Shares of equity
shares on the date of grant (or the previous date if there is no listing
available on the date of meeting). However, in the event the Equity shares of
the Company are not listed on any recognized Stock Exchange in India then the
Exercise Price shall be on the basis of a formula which is linked to the
Market Price of the Company's ADRs listed on the Nasdaq. The specific formula
determining exercise price shall be determined by the Compensation Committee
at the time of making such grants. However, the Exercise Price shall not be
less than the face value of Equity shares.

Each grant shall specify the number of shares to which it pertains which shall
be subject to limitation set forth in Section 3 of this Plan.

         (c) Successive grants may be made to the same Participant whether or
not any Options previously granted to such Participant remain unexercised.

         (d) Options granted under this Plan may be (i) options that are
intended to qualify under particular provisions of applicable tax laws of any
jurisdiction, (ii) options that are not intended to so qualify, or (iii)
combinations of the foregoing. To the extent that any provision of this Plan
would prevent an Option intended to qualify under particular provisions of
applicable tax laws from qualifying as such, that provision shall not apply to
(and shall have no effect whatsoever in respect of) such Option or its
subsequent exercise. Such provision shall, however, remain in effect for other
Options and there shall be no further effect on any provision of this Plan.

         (e) Each grant shall specify the period or periods of continuous
service by the Participant with the Company or any of its subsidiaries that is
necessary before the Options or installments thereof will become exercisable
and may provide for earlier exercise of the Option, including, without
limitation, in the event of a change in control of the Company or death or
permanent incapacity of the Participant while being employed or associated
with the Company. Each grant shall also specify the events if any due to which
the Options cease to become exercisable.

         (f) Each grant shall specify when the Option will become exercisable.
A Participant may exercise an Option in whole or in part at any time and from
time to time after such Option becomes exercisable; provided however that no
Option shall be exercisable more than 10 years from the date of grant.

         (g) To exercise an Option, a Participant must give written notice
acceptable to the Company specifying the number of Shares to be purchased and
make payment of the Exercise price and provide any other documentation that
may be required by the Company.

         (h) The Exercise price shall be payable in cash or by other
consideration acceptable to the Compensation Committee.

         (i) , A grant may provide for deferred payment of the Exercise price
from the proceeds of sale through a broker, on a date satisfactory to the
Company, of some or all of the Shares to which such exercise relates.

         (j) Except as otherwise determined by the Compensation Committee, no
Option shall be transferable or capable of being pledged, hypothecated,
mortgaged or otherwise alienated or disposed of in any manner by the
Participant except by will or the laws of descent and distribution. Except as
otherwise determined by the Compensation Committee, Options shall be
exercisable during the Participant's lifetime only by the Participant or, in
the event of the Participant's legal incapacity to do so, the Participant's
guardian or legal representative acting on behalf of the Participant in a
fiduciary capacity under applicable law and court supervision or following the
Participant's death, by the Participant's executors or legal representatives
under applicable law.

         (k) A participant 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
options granted to him.

5. Adjustments. The Compensation Committee may make or provide for such
adjustments in the Exercise price and in the number or kind of Options or
Shares or other securities covered by outstanding Options as the Compensation
Committee in its sole discretion may in good faith determine to be equitably
required in order to prevent dilution or enlargement of the rights of
Participants that would otherwise result from any (a) stock dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the Company, (b) merger, consolidation, separation,
reorganization, partial or complete liquidation, issuance of rights or
warrants to purchase stock or issuance of capital stock or securities
convertible or exchangeable into or exercisable for capital stock at less than
market price or (c) other corporate transaction or event having an effect
similar to any of the foregoing. Moreover, in the event of any such
transaction or event, the Compensation Committee, in its discretion, may
provide in substitution for any or all outstanding Options under this Plan
such alternative consideration as it, in good faith, may determine to be
equitable in the circumstances and may require in connection therewith the
surrender of all options so replaced. The Compensation Committee may also make
or provide for such adjustments in the number of Shares specified in Section 3
of this Plan as the Compensation Committee in its sole discretion, exercised
in good faith, may determine is appropriate to reflect any transaction or
event described in this Section 5.

6. Stock Option Agreement. The Compensation Committee may require that any
Option grant be evidenced by a Stock Option Agreement. The form of each Stock
Option Agreement shall be prescribed by the Compensation Committee, and any
Stock Option Agreement evidencing an outstanding Option may, with the
concurrence of the affected Participant, be amended by the Compensation
Committee, provided that the terms and conditions of each Stock Option
Agreement and amendment are not inconsistent with this Plan and that no
amendment shall adversely affect the rights of the Participant with respect to
any outstanding Option without the Participant's consent.

7. Cancellation of Options. The Compensation Committee may, with the
concurrence of the affected Participant, cancel any Option granted under this
Plan. In the event of any such cancellation, the Compensation Committee may
authorize the granting of new Options (which may or may not cover the same
number of Shares that were the subject of or have other terms of any prior
Option) in such manner, at such Exercise price and subject to the same terms,
conditions and discretion as would have been applicable under this Plan had
the cancelled Options not been granted. The Compensation Committee may
terminate the plan at any time at its discretion however such termination
shall not adversely affect the interest of the Participants who have already
been granted Options.

8. Transferability of Shares. There would be no restriction on transferability
of the Shares, which may be allotted on conversion of Options exercised
pursuant to this Plan. A Participant can transfer the shares after he has
exercised his right to convert the Options into Shares and such Shares have
been received by him.

9. Lock in Period. There would be no Lock in Period in respect of Shares,
which may be allotted on conversion of Options exercised pursuant to this
Plan.

10. Reissue of Forfeited options. The Compensation Committee will have the
right to reissue the Options that have been forfeited/surrendered by a
Participant under this Plan. The price for which such forfeited/surrendered
shares may be issued, will be at the sole discretion of the Compensation
Committee.

11. Withholding and tax liability. If the Company is required to withhold any
amount for tax purposes with respect to Options issued under this Plan, the
Participant shall, no later than the date as of which an amount first becomes
includible in the gross income of the Participant for applicable income tax
purposes, pay to the Company or make arrangements satisfactory to the
Compensation Committee regarding the payment of such taxes. If so determined
by the Compensation Committee and if not prohibited by applicable law, the
minimum required withholding obligations may be settled with Shares, including
Shares that are part of the award that gives rise to the withholding
requirement. The obligations of the Company under this Plan shall be
conditional on such payment or arrangements and the Company shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Participant or forfeit any Options so
granted with respect thereto.

In the event of any tax liability arising on account of the issue of Options
and / or allotment of the shares to the Participant, the liability shall be
that of the Participant alone. All tax liabilities arising on the sale of the
Shares after Exercise would require to be handled by the Participant alone. In
the event of any tax liability arising on account of this Plan, the Company
shall have the right to recover the same from the Participant in any manner as
the Company may deem fit.

12. Policy:

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

13. Governing Law. The Plan and all Options granted and actions taken
thereunder shall be governed by and construed in accordance with the laws of
India without giving effect to the conflicts of law rules thereof.

14. Fractional Shares. The Company shall not be required to issue any
fractional Shares pursuant to this Plan. The Compensation Committee may
provide for the elimination of fractions or for the settlement of fractions
for cash.

15. Multiple Jurisdictions. In order to facilitate the making of any grant
under this Plan, the Compensation Committee may provide for such special terms
for Options to Participants who are employed by the Company or any of its
subsidiaries in any particular jurisdiction other than India, or who are
nationals of any particular jurisdiction other than India, as the Compensation
Committee may consider necessary or appropriate to accommodate differences in
local law, tax policy or custom. In addition, the Compensation Committee may
approve such supplements to or restatements or alternative versions of this
Plan as it may consider necessary or appropriate for such purposes, without
thereby affecting the terms of this Plan as in effect for any other purpose,
and the Company Secretary or other appropriate officer of the Company may
certify any such document as having been approved and adopted in the same
manner as this Plan. No such special terms, supplements or restatements,
however, shall include any provisions that are inconsistent with the terms of
this Plan as then in effect unless this Plan could have been amended to
eliminate such inconsistency without further approval by the shareholders of
the Company.

16. Administration. The Compensation Committee shall delegate responsibility
and authority for the operation and administration of this Plan, including
without limitation the authority to grant Options and to determine the terms
and conditions of such grant, to a Compensation Committee constituted by the
Compensation Committee.

         The Compensation Committee shall, inter alia, formulate the
         detailed terms and conditions of the ESOP including;

         (a)      the quantum of option to be granted under an ESOP per
                  Participant and in aggregate.

         (b)      the conditions under which option vested in Participants may
                  lapse in case of termination of employment for misconduct;

         (c)      the exercise period within which the Participant should
                  exercise the option and that option would lapse on failure
                  to exercise the option within the exercise period;
         (d)      the specified time period within which the Participant shall
                  exercise the vested options in the event of termination or
                  resignation of an Participant.
         (e)      the right of an Participant to exercise all the options
                  vested in him at one time or at various points of time
                  within the exercise period;
         (f)      the procedure for making a fair and reasonable adjustment to
                  the number of options and to the exercise price in case of
                  corporate actions such as rights issues, bonus issues,
                  merger, sale of division and others. In this regard
                  following shall be taken into consideration by the
                  Compensation Committee:
         (i)      the number and the price of ESOP shall be adjusted in a
                  manner such that total value of the ESOP remains the same
                  after the corporate action
         (ii)     for this purpose global best practices in this area
                  including the procedures followed by the derivative markets
                  in India and abroad shall be considered.
         (iii)    the vesting period and the life of the options shall be left
                  unaltered as far as possible to protect the rights of the
                  option holders.

         (g)      the grant, vest and exercise of option in case of
                  Participants who are on long leave; and

         (h)      the procedure for cashless exercise of options.


17. Effective Date and Shareholder Approval. This Plan shall be effective
immediately upon its adoption and approval by the Compensation Committee of
the Company. This Plan has been approved by the Compensation Committee at its
Meeting held on 20th June, 2006 in terms of the authority vested in it by the
Board and within the parameters approved by the Compensation Committee at its
Meeting held on 26th April, 2006 and as approved by the Shareholders by
passing a Special Resolution at the Extra Ordinary General Meeting held on
31st March, 2006.

18. Term. No Option shall be granted pursuant to this Plan on or after the
tenth anniversary the date of shareholder approval.

19. Awards in Substitution for Awards Granted by Other Companies. To the
extent not otherwise provided in the Plan, Options may be granted under this
Plan in substitution for awards held by Participants of a company who become
Participants of the Company or of any of its subsidiaries as a result of the
acquisition, merger or consolidation of the employer company by or with the
Company or by or with a subsidiary of the Company. The terms, provisions and
benefits of the substitute awards so granted may vary from those set forth in
or authorized by this Plan to such extent as the Compensation Committee at the
time of the grant may deem appropriate to conform, in whole or in part, to the
terms, provisions and benefits of awards in substitution for which they are
granted or to the terms and provisions of the agreements entered into by the
Company or its subsidiary at the time of or in connection with the
acquisition, merger or consolidation of the employer company by or with the
Company or by or with its subsidiary.

20. Not a Term of Employment. This Plan shall not be construed as conferring
upon the Participant any right with respect to employment (including, without
limitation, continuation of employment) by the Company nor shall it interfere
in any way with the Company's right to terminate employment at any time, with
or without cause. The terms of employment of a Participant shall not be
affected by the execution of this plan. The Options granted under this Plan
shall not form a part of the terms of employment of an Participant or entitle
him/her to take into account the Options granted under the Plan in calculating
any compensation or damages on the termination of his/her employment for any
reason.

21. Terms and conditions. There would be no variation or amendment in the
terms and conditions of this Plan after it comes in to effect, unless in
compliance with applicable laws.