<PAGE>   1
                                                                    Exhibit 10.4


                              TAX SHARING AGREEMENT



         THIS TAX SHARING AGREEMENT, dated as of January 1, 2000, is by and
between Intelligroup, Inc., a New Jersey corporation ("Intelligroup") and
SeraNova, Inc., a New Jersey corporation ("SeraNova").

         WHEREAS, Intelligroup and SeraNova have executed that certain
Distribution Agreement dated as of January 1, 2000, pursuant to which
Intelligroup's existing business of providing internet solutions will be
separated into an independent public company; and

         WHEREAS, it is appropriate and desirable to set forth the principles
and responsibilities of the parties to this Agreement regarding future
Adjustments with respect to Taxes, Tax Contests and other related Tax matters;
and

         WHEREAS, the business operations of SeraNova were previously conducted
within Intelligroup as a division and, for purposes of this Tax Sharing
Agreement, the business operations of SeraNova shall include all past, present
and future SeraNova Subsidiaries (as hereinafter defined) regardless of whether
any such subsidiary was owned by the SeraNova Group at the time a tax benefit or
detriment may arise.

         NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

         For the purpose of this Agreement the following terms shall have the
following meanings:

         1.1. "Adjustment" means the deemed increase or decrease in a Tax,
determined on an issue-by-issue or transaction-by-transaction basis, as
appropriate, and using the assumptions set forth in the next sentence, resulting
from an adjustment made or proposed by a Taxing Authority with respect to any
amount reflected or required to be reflected on any Return relating to such Tax.
For purposes of determining such deemed increase or decrease in a Tax, the
following assumptions will be used: (a) in the case of any income Tax, the
highest marginal Tax rate or, in the case of any other Tax, the highest
applicable Tax rate, in each case in effect with respect to that Tax for the
Taxable period or any portion of the Taxable period to which the adjustment
relates; and (b) such determination shall be made without regard to whether any
actual increase or decrease in such Tax will in fact be realized with respect to
the Return to which such adjustment relates.

         1.2. "Affiliate" means, with respect to any Person, any Person directly
or indirectly controlling, controlled by, or under common control with, such
other Person. For the purposes of this definition, "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have





<PAGE>   2
meanings correlative to the foregoing. For purposes of this Agreement, no member
of one Group shall be treated as an Affiliate of any member of the other Group.

1.3. "Agreement" means this Tax Sharing Agreement, including any schedules,
exhibits and appendices attached hereto.

1.4. "Code" means the Internal Revenue Code of 1986, as amended.

1.5. "Consolidated Return" means, as appropriate, for any Taxable period or any
portion of a Taxable period ending or deemed to end on or prior to the
Distribution Date, any consolidated or combined Return that includes one or more
members of the Intelligroup Group and/or one or more members of the SeraNova
Group.

1.6. "Consolidation" means, as appropriate, any Taxable period or any portion of
a Taxable period during which one or more members of the SeraNova Group are
members of a Intelligroup Consolidated Return.

1.7. "Controlling Party" means Intelligroup or any other member of the
Intelligroup Group, SeraNova or any other member of the SeraNova Group, as the
case may be, that filed or, if no such Return has been filed, was required to
file, a Return that is the subject of any Tax Contest, or any successor and/or
assign of any of the foregoing; provided, however, that in the case of any
Consolidated Return, the Person that actually filed such Consolidated Return (or
any successor and/or assign of such Person) will be the Controlling Party,
unless such Tax Contest arises from the business activities of only SeraNova or
any other member of the SeraNova Group, in which case SeraNova will be the
Controlling Party.

1.8. "Correlative Adjustment" means, in the case of an Adjustment comprising a
Non-Line of Business Adjustment, the net present value of any future increases
or decreases in a Tax that would be realized, using the assumptions set forth in
the next sentence, by either Intelligroup or any other member of the
Intelligroup Group or SeraNova or any other member of the SeraNova Group, as the
case may be, in one or more Taxable periods (or any portion of a Taxable period)
but only if such increases or decreases (a) are a direct result of the Non-Line
of Business Adjustment and (b) will take effect or begin to take effect in the
Taxable period or portion of a Taxable period of or immediately following the
Taxable period or portion of a Taxable period in which the Non-Line of Business
Adjustment to such Tax is made. For purposes of determining the net present
value of any such future increases or decreases in a tax, the following
assumptions will be used: (i) a discount rate equal to the sum of the Federal
Short-Term Rate as of the date of the Final Determination relating to such
Non-Line of Business Adjustment plus 3.5%; (ii) in the case of any income Tax,
the highest marginal Tax rate or, in the case of any other Tax, the highest
applicable Tax rate, in each case in effect with respect to that Tax for the
Taxable period, or portion of the Taxable period, in which the Non-Line of
Business Adjustment was made; (iii) the depreciation, amortization or credit
rate or lives, if applicable, in effect for the Taxable period, or portion of
the Taxable period, in which the Non-Line of Business Adjustment was made; and
(iv) such determination shall be made without regard to whether any actual
increases or decreases in such Tax will in fact be realized with respect to the
future Returns to which such Correlative Adjustment relates.




                                      -2-
<PAGE>   3
1.9. "Disputed Adjustment" has the meaning set forth in Section 3.4(b) hereof.

1.10. "Distribution" means the distribution by Intelligroup on the Distribution
Date of the SeraNova Common Stock, par value $.01 per share, owned by
Intelligroup to the shareholders of Intelligroup as of the Record Date.

1.11. "Distribution Date" means the business day as of which the Distribution
shall be effected.

1.12. "Distribution Documents" means all of the agreements and other documents
entered into in connection with the restructuring, the Distribution or the other
transactions contemplated hereby, including without limitation, this Agreement
and the Distribution Agreement.

1.13. "Federal Short-Term Rate" means the applicable federal short-term rate as
determined under Section 1274(d) of the Code.

1.14. "Final Determination" means (a) a decision, judgment, decree or other
order by any court of competent jurisdiction, which has become final and is
either no longer subject to appeal or for which a determination not to appeal
has been made; (b) a closing agreement made under Section 7121 of the Code or
any comparable foreign, state, local, municipal or other Taxing statute; (c) a
final disposition by any Tax Authority of a claim for refund; or (d) any other
written agreement relating to an Adjustment between any Taxing Authority and any
Controlling Party the execution of which is formal and prohibits such Taxing
Authority or the Controlling Party from seeking any further legal or
administrative remedies with respect to such Adjustment.

1.15. "Group" means, as the context requires, the Intelligroup Group or the
SeraNova Group.

1.16. "Indemnified Party" has the meaning set forth in Section 4.1(c) hereof.

1.17. "Indemnifying Party" has the meaning set forth in Section 4.1(c) hereof.

1.18. "Independent Third Party" means a nationally recognized law firm or any of
the following accounting firms or their successors: Arthur Andersen LLP; Ernst &
Young; KPMG Peat Marwick; Deloitte & Touche; PricewaterhouseCoopers LLP.

1.19. "Intelligroup Group" means Intelligroup and its Subsidiaries (other than
any member of the SeraNova Group). The members of the Intelligroup Group, as of
the date of this Agreement, are set forth on Schedule A attached hereto.

1.20. "Intelligroup Tax Benefit" means, with respect to any Taxable period or
portion of a Taxable period, and as computed separately with respect to each
Tax, the net decrease in each such Tax equal to the sum of all Adjustments made
pursuant to a Final Determination with respect to each such Tax for each such
Taxable period or portion of a Taxable period that are clearly attributable, or
attributable by means of a reasonable apportionment, to the Intelligroup Group.





                                      -3-
<PAGE>   4
1.21. "Intelligroup Tax Detriment" means, with respect to any Taxable period or
portion of a Taxable period, and as computed separately with respect to each
Tax, the net increase in each such Tax equal to the sum of all Adjustments made
pursuant to a Final Determination with respect to each such Tax for each such
Taxable period or portion of a Taxable period that are clearly attributable, or
attributable by means of a reasonable apportionment, to the Intelligroup Group.

1.22. "Interested Party" means Intelligroup or any other member of the
Intelligroup Group or SeraNova or any other member of the SeraNova Group
(including any successor and/or assign of any of each of the foregoing), as the
case may be, to the extent (a) such Person is not the Controlling Party with
respect to a Tax Contest; and (b) such Person (i) may be liable for, or required
to make, any indemnity payment, reimbursement or other payment pursuant to the
provisions of this Agreement with respect to such Tax Contest; or (ii) may be
entitled to receive any indemnity payment, reimbursement or other payment
pursuant to the provisions of this Agreement with respect to such Tax Contest.

1.23. "Interested Party Notice" has the meaning set forth in Section 3.4(b)
hereof.

1.24. "Non-Line of Business Adjustment" means, with respect to any Taxable
period or portion of a Taxable period, and as computed separately with respect
to each Tax, the net increase or decrease in each such Tax, as the case may be,
equal to the sum of all Adjustments made pursuant to a Final Determination with
respect to each such Tax for each such Taxable period or portion of a Taxable
period other than (a) any Tax Detriments or (b) any Tax Benefits.
Notwithstanding any other provisions of this Agreement (except Section 2.3(e))
or the Distribution Agreement to the contrary, Non-Line of Business Adjustments
shall include, but not be limited to, Restructuring Adjustments.

1.25. "Person" means an individual, corporation, limited liability company,
partnership, association, trust or other entity or organization, including a
governmental or political subdivision or an agency or instrumentality thereof.

1.26. "Record Date" means the date determined by Intelligroup's Board of
Directors (or determined by a committee of such Board of Directors or by any
person pursuant to authority delegated to such committee or such person) as the
record date for determining the shareholders of Intelligroup Common Stock
entitled to receive SeraNova Common Stock pursuant to the Distribution.

1.27. "Restructuring Adjustment" means, with respect to any Taxable period or
portion of a Taxable period, and as computed separately with respect to each
Tax, the net increase or decrease in each such Tax, as the case may be, equal to
the sum of all Adjustments made pursuant to a Final Determination with respect
to each such Tax for each Taxable period or portion of a Taxable period that are
attributable to, or as a result of, any transactions undertaken to effectuate
the separation of Intelligroup's existing business of providing internet
solutions into one independent business as contemplated under the Distribution
Agreement including, but not limited to, any transactions undertaken pursuant to
or relating to the Distribution, the SeraNova Stock Plan, and any offering of
equity or equity-linked instruments by Intelligroup within one year of the
Distribution Date.





                                      -4-
<PAGE>   5
1.28. "Return" means any return, report, form or similar statement or document
(including, without limitation, any related or supporting information or
schedule attached thereto and any information return, claim for refund, amended
return and declaration of estimated tax) that has been or is required to be
filed with any Taxing Authority or that has been or is required to be furnished
to any Taxing Authority in connection with the determination, assessment or
collection of any Taxes or the administration of any laws, regulations or
administrative requirements relating to any Taxes.

1.29. "Separate Return" means any Return other than a Consolidated Return.

1.30. "SeraNova Group" means SeraNova and the SeraNova Subsidiaries (other than
any member of the Intelligroup Group) including the predecessor operations of
SeraNova which were formerly a division of Intelligroup and which were
contributed to SeraNova and all SeraNova Subsidiaries for any historical periods
prior to the contribution of such subsidiaries to SeraNova. "SeraNova
Subsidiaries" means all past, present and future subsidiaries of SeraNova,
regardless of whether such subsidiary was directly owned by the SeraNova Group
at such time. As of the date of this Tax Sharing Agreement, such subsidiaries
include the SeraNova Limited, Azimuth Companies, NetPub, and Intelligroup India,
all as defined in the Distribution Agreement between SeraNova and Intelligroup,
executed contemporaneously with the execution of this Tax Sharing Agreement.

1.31. "SeraNova Stock Plan" means the SeraNova 1999 Stock Plan.

1.32. "SeraNova Tax Detriment" means, with respect to any Taxable period or
portion of a Taxable period, and as computed separately with respect to each
Tax, the net increase in each such Tax equal to the sum of all Adjustments made
pursuant to a Final Determination with respect to each such Tax for each such
Taxable period or portion of a Taxable period that are clearly attributable, or
attributable by means of a reasonable apportionment, to the SeraNova Group.

1.33. "SeraNova Tax Benefit" means, with respect to any Taxable period or
portion of a Taxable period, and as computed separately with respect to each
Tax, the net decrease in each such Tax equal to the sum of all Adjustments made
pursuant to a Final Determination with respect to each such Tax for each such
Taxable period or portion of a Taxable period that are clearly attributable, or
attributable by means of a reasonable apportionment, to the SeraNova Group.

1.34. The "Shared Intelligroup Percentage" shall be such percentage as is
reasonably apportionable to Intelligroup based on the actual Tax at issue, or if
no such percentage is reasonably apportionable, then such percentage shall be
70%.

1.35. The "Shared SeraNova Percentage" shall be such percentage as is reasonably
apportionable to SeraNova based on the actual Tax at issue, or if no such
percentage is reasonably apportionable, then such percentage shall be 30%.

1.36. "Significant Obligation" means, in the case of an Interested Party, and
with respect to any Adjustment, an obligation to make or right to receive any
indemnity payment, reimbursement or other payment with respect to any such
Adjustment (including the effect of







                                      -5-
<PAGE>   6
any Correlative Adjustment relating thereto) pursuant to the terms of this
Agreement that is greater than $10,000.

1.37. "Subsidiary" means, with respect to any Person, any other entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the Board of Directors or other persons performing similar functions
are at the time directly or indirectly owned by such Person.

1.38. "Tax" (and, with correlative meanings, "Taxes" and "Taxable") means,
without limitation, and as determined on a jurisdiction-by-jurisdiction basis,
each foreign or U.S. federal, state, local or municipal income, alternative or
add-on minimum, gross receipts, sales, use, ad valorem, transfer, franchise,
profits, license, withholding, payroll, employment, excise, severance, stamp,
occupation, premium, property or any other tax, custom, tariff, impost, levy,
duty, governmental fee or other like assessment or charge of any kind
whatsoever, together with any interest or penalty, addition to tax or additional
amount related thereto, imposed by any Taxing Authority.

1.39. "Tax Benefits" means any Intelligroup Tax Benefit or any SeraNova Tax
Benefit, as the case may be.

1.40. "Tax Contest" means, without limitation, any audit, examination, claim,
suit, action or other proceeding relating to Taxes in which an Adjustment may be
proposed, collected or assessed and in respect of which an indemnity payment,
reimbursement or other payment may be sought under this Agreement.

1.41. "Tax Detriments" means any Intelligroup Tax Detriment or any SeraNova Tax
Detriment, as the case may be.

1.42. "Taxing Authority" means any governmental authority or any subdivision,
agency, commission or authority thereof, or any quasi-governmental or private
body having jurisdiction over the assessment, determination, collection or other
imposition of Taxes.

1.43. "Ultimate Determination" has the meaning set forth in Section 3.5(b)(i)
hereof.

                                   ARTICLE II

                                   ADJUSTMENTS

2.1. IN GENERAL. In determining any liability and/or obligation to make, or
right to receive, any indemnity payment, reimbursement or other payment to or
from any party to this Agreement pursuant to this Agreement, any Taxable period
or portion of a Taxable period that includes the Distribution Date shall be
deemed to include and end on such Distribution Date and no party to this
Agreement shall have any liability and/or obligation to make, or right to
receive, any such indemnity payment, reimbursement or other payment with respect
to any Taxable period or portion of a Taxable period that begins or is deemed to
begin after the Distribution Date.




                                      -6-
<PAGE>   7
2.2. TAX DETRIMENTS AND BENEFITS. (a) SeraNova shall be liable for, and shall
indemnify and hold harmless, subject to Section 3.4 and Section 3.5 hereof, any
member of the Intelligroup Group against any and all SeraNova Tax Detriments for
any Taxable period or portion of a Taxable period ending or deemed to end on or
before the Distribution Date with respect to any Return which properly includes
any member of the SeraNova Group or the Intelligroup Group. SeraNova shall be
entitled to receive, and shall be paid, subject to Section 3.4 and Section 3.5
hereof, by Intelligroup, the amount of any SeraNova Tax Benefits for any Taxable
period or portion of a Taxable period ending or deemed to end on or before the
Distribution Date with respect to any Return which properly includes any member
of the Intelligroup Group.

(b) Intelligroup shall be liable for, and shall indemnify and hold harmless, as
appropriate, and subject to Section 3.4 and Section 3.5 hereof, any member of
the SeraNova Group against any and all Intelligroup Tax Detriments for any
Taxable period or portion of a Taxable period ending or deemed to end on or
before the Distribution Date with respect to any Return which properly includes
any member of the SeraNova Group or the Intelligroup Group. Intelligroup shall
be entitled to receive, and shall be paid, subject to Section 3.4 and Section
3.5 hereof, by SeraNova, the amount of any Intelligroup Tax Benefits for any
Taxable period or portion of a Taxable period ending or deemed to end on or
before the Distribution Date with respect to any Return which properly includes
any member of the SeraNova Group.

2.3. NON-LINE OF BUSINESS ADJUSTMENTS. (a) SeraNova shall be liable for, and
shall indemnify and hold harmless, as appropriate, any member of the
Intelligroup Group against SeraNova's share, as determined in Section 2.3(c)
below, of any Non-Line of Business Adjustment the amount of which increases a
Tax for any Taxable period or portion of a Taxable period ending or deemed to
end on or before the Distribution Date with respect to any Return which properly
includes any member of the SeraNova Group or the Intelligroup Group. SeraNova
shall be entitled to receive, and shall be paid by Intelligroup, SeraNova's
share, as determined in Section 2.3(c) below, of any Non-Line of Business
Adjustment the amount of which decreases a Tax for any Taxable period or portion
of a Taxable period ending or deemed to end on or before the Distribution Date
with respect to any Return which properly includes any member of the
Intelligroup Group.

(b) Intelligroup shall be liable for, and shall indemnify and hold harmless, as
appropriate, any member of the SeraNova Group against Intelligroup's share, as
determined in Section 2.3(c) below, of any Non-Line of Business Adjustment the
amount of which increases a Tax for any Taxable period or portion of a Taxable
period ending or deemed to end on or before the Distribution Date with respect
to any Return which properly includes any member of the SeraNova Group or the
Intelligroup Group. Intelligroup shall be entitled to receive, and shall be paid
by SeraNova, Intelligroup's share, as determined in Section 2.3(c) below, of any
Non-Line of Business Adjustment the amount of which decreases a Tax for any
Taxable period or portion of a Taxable period ending or deemed to end on or
before the Distribution Date with respect to any Return which properly includes
any member of the SeraNova Group.

(c) Intelligroup and SeraNova shall share the amount of any Non-Line of Business
Adjustment to the extent each such party is liable for and/or has an obligation
to make, or has the right to receive, as the case may be, any indemnity payment,
reimbursement or other







                                      -7-
<PAGE>   8
payment with respect to such Non-Line of Business Adjustment under this
Agreement, in proportion to the Shared Intelligroup Percentage and the Shared
SeraNova Percentage, respectively; provided, however, that in the event that
there is any Correlative Adjustment with respect to any such Non-Line of
Business Adjustment, then Intelligroup and SeraNova shall share such Non-Line of
Business Adjustment in the following manner in order to ensure that the party or
parties that will bear the burden or inure to the benefit of the Correlative
Adjustment in the future will share the Non-Line of Business Adjustment in
proportion to each of their respective Shared Percentages after giving effect to
such Correlative Adjustment:

               (i) first, the amount of any such Non-Line of Business Adjustment
shall be increased or decreased, as appropriate, by the amount of the
Correlative Adjustment, the net amount resulting from such increase or decrease
being hereinafter referred to as the "Net Non-Line of Business Adjustment" for
purposes of this Section 2.3(c);

               (ii) second, the Net Non-Line of Business Adjustment shall be
allocated among Intelligroup and SeraNova in proportion to the Shared
Intelligroup Percentage and the Shared SeraNova Percentage, respectively, to the
extent each such party is liable for and/or has an obligation to make, or has
the right to receive, as the case may be, any indemnity payment, reimbursement
or other payment with respect to such Non-Line Of Business Adjustment under this
Agreement; and

               (iii) finally, with respect to a party to which a Correlative
Adjustment is attributable, that party's share of the Net Non-Line of Business
Adjustment as allocated pursuant to paragraph (ii) of this Section 2.3(c) will
be increased or decreased, as appropriate, by the amount, if any, of the
Correlative Adjustment that is attributable to such party in order to arrive at
such party's share of the Non-Line of Business Adjustment.

         (d) Following the determination of a party's share of a Non-Line of
Business Adjustment pursuant to Section 2.3(c) above, and subject to Section 3.4
and 3.5 hereof, the Controlling Party that controls the Tax Contest to which
such Non-Line of Business Adjustment relates shall (i) be entitled to
reimbursement from Intelligroup or SeraNova, as the case may be, for each of
their respective shares, if any, of any Non-Line of Business Adjustment the
amount of which increases a Tax; and (ii) reimburse Intelligroup or SeraNova, as
the case may be, for each of their respective shares, if any, of any Non-Line of
Business Adjustment the amount of which decreases a Tax.

         (e) Notwithstanding any other provision of this Agreement or the
Distribution Agreement to the contrary, if after the Distribution Date,
Intelligroup or SeraNova takes any action or fails to take any action that
directly or indirectly results in the Distribution not qualifying as a tax-free
distribution under Section 355 of the Code, then Intelligroup or SeraNova, as
the case may be, will be liable for any increased tax liability of Intelligroup
and SeraNova arising therefrom. For purposes of this subparagraph (e), in the
event the shareholders of either Intelligroup or SeraNova engage in a
transaction which results in the Distribution not qualifying as a tax-free
distribution under Section 355 of the Code, then the corporation which such
shareholders own (that is, either Intelligroup or SeraNova, as the case may be)
shall be liable for any increased tax liability arising therefrom.




                                      -8-
<PAGE>   9
         (f) Notwithstanding any other provision of this Agreement or the
Distribution Agreement to the contrary, if the Distribution does not qualify as
a tax-free distribution under Section 355 of the Code for reasons other than
those described within subparagraph (e) above, including an Internal Revenue
Service challenge or other third-party action, then any tax liability arising
therefrom (including any settlement of liability) shall be allocated among
Intelligroup and SeraNova in proportion to the Shared Intelligroup Percentage
and the Shared SeraNova Percentage, respectively.

                                  ARTICLE III
                                  TAX CONTESTS

         3.1. NOTIFICATION OF TAX CONTESTS. The Controlling Party shall promptly
notify all Interested Parties of (a) the commencement of any Tax Contest
pursuant to which such Interested Parties may be required to make or entitled to
receive an indemnity payment, reimbursement or other payment under this
Agreement; and (b) as required and specified in Section 3.4 hereof, any Final
Determination made with respect to any Tax Contest pursuant to which such
Interested Parties may be required to make or entitled to receive any indemnity
payment, reimbursement or other payment under this Agreement. The failure of a
Controlling Party to promptly notify any Interested Party as specified in the
preceding sentence shall not relieve any such Interested Party of any liability
and/or obligation which it may have to the Controlling Party under this
Agreement except to the extent that the Interested Party was prejudiced by such
failure, and in no event shall such failure relieve the Interested Party from
any other liability or obligation which it may have to such Controlling Party.

         3.2. TAX CONTEST SETTLEMENT RIGHTS. The Controlling Party shall have
the sole right to contest, litigate, compromise and settle any Adjustment that
is made or proposed in a Tax Contest without obtaining the prior consent of any
Interested Party; provided, however, that, unless the parties provide notice of
the waiver of such right, the Controlling Party shall, in connection with any
proposed or assessed Adjustment in a Tax Contest for which an Interested Party
may be required to make or entitled to receive an indemnity payment,
reimbursement or other payment under this Agreement (a) keep all such Interested
Parties informed in a timely manner of all actions taken or proposed to be taken
by the Controlling Party; and (b) provide all such Interested Parties with
copies of any correspondence or filings submitted to any Taxing Authority or
judicial authority, in each case in connection with any contest, litigation,
compromise or settlement relating to any such Adjustment in a Tax Contest. The
failure of a Controlling Party to take any action as specified in the preceding
sentence with respect to an Interested Party shall not relieve any such
Interested Party of any liability and/or obligation which it may have to the
Controlling Party under this Agreement except to the extent that the Interested
Party was prejudiced by such failure, and in no event shall such failure relieve
the Interested Party from any other liability or obligation which it may have to
such Controlling Party. The Controlling Party may, in its sole discretion, take
into account any suggestions made by an Interested Party with respect to any
such contest, litigation, compromise or settlement of any Adjustment in a Tax
Contest. All costs of any Tax Contest are to be borne by the Controlling Party
and all Interested Parties in proportion to their respective liability to make
indemnity payments, reimbursements or other payments under this Agreement with
respect to an Adjustment made in such Tax Contest; provided, however, that (x)
any costs related to an







                                      -9-
<PAGE>   10
Interested Party's attendance at any meeting with a Taxing Authority or hearing
or proceeding before any judicial authority pursuant to Section 3.3 hereof, and
(y) the costs of any legal or other representatives retained by an Interested
Party in connection with any Tax Contest that is subject to the provisions of
this Agreement, shall be borne by such Interested Party.

         3.3. TAX CONTEST PARTICIPATION. Unless waived by the parties in
writing, the Controlling Party shall provide an Interested Party with notice
reasonably in advance of, and such Interested Party shall have the right to
attend, any formally scheduled meetings with Taxing Authorities or hearings or
proceedings before any judicial authorities in connection with any contest,
litigation, compromise or settlement of any proposed or assessed Adjustment that
is the subject of any Tax Contest pursuant to which such Interested Party may be
required to make or entitled to receive an indemnity payment, reimbursement or
other payment under this Agreement, but only if the Interested Party bears, or
in the good faith judgment of the Controlling Party, may bear, a Significant
Obligation with respect to such Adjustment; provided, however, that the
Controlling Party may, in its sole discretion, permit an Interested Party that
does not bear, or potentially bear, such a Significant Obligation with respect
to such an Adjustment, to attend any such meetings, hearings or proceedings that
relate to such Adjustment. In addition, unless waived by the parties in writing,
the Controlling Party shall provide each Interested Party with draft copies of
any correspondence or filings to be submitted to any Taxing Authority or
judicial authority with respect to such Adjustments for such Interested Party's
review and comment. The Controlling Party shall provide such draft copies
reasonably in advance of the date that they are to be submitted to the Taxing
Authority or judicial authority and the Interested Party shall provide its
comments, if any, with respect thereto within a reasonable time before such
submission. The failure of a Controlling Party to provide any notice,
correspondence or filing as specified in this Section 3.3 to an Interested Party
shall not relieve any such Interested Party of any liability and/or obligation
which it may have to the Controlling Party under this Agreement except to the
extent that the Interested Party was prejudiced by such failure, and in no event
shall such failure relieve the Interested Party from any other liability or
obligation which it may have to such Controlling Party.

         3.4. TAX CONTEST WAIVER. (a) The Controlling Party shall promptly
provide notice to all Interested Parties in a Tax Contest (i) that a Final
Determination has been made with respect to such Tax Contest; and (ii)
enumerating the amount of the Interested Party's share of each Adjustment
reflected in such Final Determination of the Tax Contest for which such
Interested Party may be required to make or entitled to receive an indemnity
payment, reimbursement or other payment under this Agreement.

               (b) Within thirty (30) days after an Interested Party receives
the notice described in Section 3.4(a) hereof from the Controlling Party, such
Interested Party shall give notice to the Controlling Party (i) that the
Interested Party agrees with each Adjustment (and its share thereof) enumerated
in the notice described in Section 3.4(a) hereof except with respect to those
Adjustments (and/or its shares thereof) that, in the good faith judgment of the
Interested Party, it disagrees with and has specifically enumerated its
disagreement with, including the amount of such disagreement, in the statement
(each such disagreed Adjustment (and/or share thereof) hereinafter referred to
as a "Disputed Adjustment"); and (ii) that the Interested Party thereby waives
its right to a determination by an Independent Third Party pursuant to the
provisions of Section 3.5 hereof with respect to all Adjustments to which it
agrees with its share







                                      -10-
<PAGE>   11
(this statement hereinafter referred to as the "Interested Party Notice"). The
failure of an Interested Party to provide the Interested Party Notice to the
Controlling Party within the thirty (30) day period specified in the preceding
sentence shall be deemed to indicate that such Interested Party agrees with its
share of all Adjustments enumerated in the notice described in Section 3.4(a)
hereof and that such Interested Party waives its right to a determination by an
Independent Third Party with respect to all such Adjustments (and its shares
thereof) pursuant to Section 3.5 hereof.

               (c) During the thirty (30) day period immediately following the
Controlling Party's receipt of the Interested Party Notice described in Section
3.4(b) above, the Controlling Party and the Interested Party shall in good faith
confer with each other to resolve any disagreement over each Disputed Adjustment
that was specifically enumerated in such Interested Party Notice. At the end of
the thirty (30) day period specified in the preceding sentence, unless notice is
provided of the mutual consent of the parties to the extension of such time
period, the Interested Party shall be deemed to agree with all Disputed
Adjustments that were specifically enumerated in the Interested Party Notice and
waive its right to a determination by an Independent Third Party pursuant to
Section 3.5 hereof with respect to all such Disputed Adjustments unless, and to
the extent, that at any time during such thirty (30) day (or extended) period,
the Interested Party has given the Controlling Party notice that it is seeking a
determination by an Independent Third Party pursuant to Section 3.5 hereof
regarding the propriety of any such Disputed Adjustment.

               (d) Notwithstanding anything in this Agreement to the contrary,
an Interested Party that does not have a Significant Obligation with respect to
an Adjustment has no right to a determination by an Independent Third Party
under Section 3.5 hereof with respect to any such Adjustment.

         3.5. TAX CONTEST DISPUTE RESOLUTION. (a) In the event that an
Interested Party has given the Controlling Party notice as required in Section
3.4(c) hereof that it is seeking a determination by an Independent Third Party
pursuant to this Section 3.5 with respect to any Disputed Adjustment that was
enumerated in an Interested Party Notice, then the parties shall, within ten
(10) days after the Controlling Party has received such notice, jointly select
an Independent Third Party to make such determination. In the event that the
parties cannot jointly agree on an Independent Third Party to make such
determination within such ten (10) day period, then the Controlling Party and
the Interested Party shall each immediately select an Independent Third Party
and the Independent Third Parties so selected by the parties shall jointly
select, within ten (10) days of their selection, another Independent Third Party
to make such determination.

               (b) In making its determination as to the propriety of any
Disputed Adjustment, the Independent Third Party selected pursuant to Section
3.5(a) above shall assume that the Interested Party is not required or entitled
under applicable law to be a member of any Consolidated Return. In addition, the
Independent Third Party shall make its determination according to the following
procedure:

                    (i) The Independent Third Party shall analyze each Disputed
Adjustment for which a determination is sought pursuant to this Section 3.5 to
determine what is







                                      -11-
<PAGE>   12
a fair and appropriate outcome (hereinafter referred to as the "Ultimate
Determination") with respect to any such Disputed Amount, taking into account
the following exclusive criteria: (A) the facts relating to such Adjustment; (B)
the applicable law, if any, with respect to such Adjustment; (C) the position of
the applicable Taxing Authority with respect to compromise, settlement or
litigation of such Adjustment; (D) the strength of the factual and legal
arguments made by the Controlling Party in reaching the outcome with respect to
such Adjustment as reflected in the Final Determination of the Tax Contest; (E)
the strength of the factual and legal arguments being made by the Interested
Party for the alternative outcome being asserted by such Interested Party
(including the availability of facts, information and documentation to support
such alternative outcome); (F) the strength of the legal and factual support for
other potential, non-frivolous Adjustments with respect to matters that were
actually raised and contested by the applicable Taxing Authority in the Tax
Contest for which the Interested Party could have been liable under this
Agreement but which were eliminated or reduced as a result of the Controlling
Party agreeing to the Disputed Adjustment as reflected in the Final
Determination of the Tax Contest; (G) the effect of the actual outcome reached
with respect to the Disputed Adjustment on other Taxable periods and on other
positions taken or proposed to be taken in Returns filed or proposed to be filed
by the Interested Party; (H) the realistic possibility of avoiding examination
of potential, non-frivolous issues for which the Interested Party could be
liable under this Agreement and that were contemporaneously identified in
writings by the party or parties during the course of the Tax Contest but which
had not been raised and contested by the applicable Taxing Authority in the Tax
Contest; and (I) the benefits to the Interested Party in reaching a Final
Determination, and the strategy and rationale with respect to the Interested
Party's Disputed Adjustment that the Controlling Party had for agreeing to such
Disputed Adjustment in reaching the Final Determination, in each case that were
contemporaneously identified in writings by the party or parties during the
course of the Tax Contest.

                    (ii) The Interested Party shall only be entitled to
modification of its share of a Disputed Adjustment under this Section 3.5 if, as
the case may be, either (A) the amount that would be paid by the Interested
Party under the Ultimate Determination with respect to such Disputed Adjustment
is less than 80% of the amount that would be paid by the Interested Party with
respect to such Disputed Adjustment under the actual outcome reached with
respect to such Disputed Adjustment; or (B) the amount that would be received by
the Interested Party under the Ultimate Determination with respect to such
Disputed Adjustment is more than 120% of the amount that the Interested Party
would receive with respect to such Disputed Adjustment under the actual outcome
reached with respect to such Disputed Adjustment. If an Interested Party is
entitled to modification of its share of any Disputed Adjustment under the
preceding sentence, the amount the Interested Party is entitled to receive, or
is required to pay, as the case may be, with respect to such Disputed Adjustment
shall be equal to the amount of the Ultimate Determination of such Disputed
Adjustment. The Independent Third Party will provide notice to the Controlling
Party and the Interested Party stating whether the Interested Party is entitled
to modification of its share of the Disputed Adjustment pursuant to this
paragraph (ii) and, if the Interested Party is entitled to such modification,
the amount as determined in the preceding sentence that the Interested Party is
entitled to receive from, or required to pay to, the Controlling Party with
respect to such Disputed Adjustment.

               (c) Any determination made or notice given by an Independent
Third Party pursuant to this Section 3.5 shall be (i) in writing; (ii) made
within thirty (30) days following the






                                      -12-
<PAGE>   13
selection of the Independent Third Party as set forth in Section 3.5(a) of this
Agreement unless such period is otherwise extended by the mutual consent of the
parties; and (iii) final and binding upon the parties. The costs of any
Independent Third Party retained pursuant to this Section 3.5 shall be shared
equally by the parties. The Controlling Party and the Interested Party shall
provide the Independent Third Party jointly selected pursuant to Section 3.5(a)
hereof with such information or documentation as may be appropriate or necessary
in order for such Independent Third Party to make the determination requested of
it. Upon issuance of an Independent Third Party's notice under Section
3.5(b)(ii) hereof, the Controlling Party or the Interested Party, as the case
may be, shall pay as specified in Article IV of this Agreement, the amount, if
any, of the Disputed Adjustment to the appropriate party.

                                   ARTICLE IV
                              PROCEDURE AND PAYMENT

         4.1. PROCEDURE. (a) If an Interested Party has any liability and/or
obligation to make, or the right to receive, any indemnity payment,
reimbursement or other payment with respect to an Adjustment under this
Agreement for which it does not have a right to a determination by an
Independent Third Party under Section 3.5 hereof, then the amount of such
Adjustment shall be immediately due and payable upon receipt by the Interested
Party of a notice of Final Determination of a Tax Contest as required and
specified in Section 3.4(a) hereof.

               (b) If after (i) notice of a Final Determination of a Tax Contest
as required and specified in Section 3.4(a) hereof has been given by a
Controlling Party to an Interested Party; and (ii) the Interested Party
receiving such notice has either:

                    (A) failed to provide the Interested Party Notice specified
in Section 3.4(b) hereof within the thirty (30) day period set forth in Section
3.4(b);

                    (B) provided the Interested Party Notice specified in
Section 3.4(b) hereof within the thirty (30) day period specified in Section
3.4(b) agreeing to all Adjustments (and the Interested Party's share of all such
Adjustments) and waiving the right to an Independent Third Party determination
pursuant to Section 3.5 hereof with respect to all such Adjustments (and the
Interested Party's share of such Adjustments);

                    (C) provided the Interested Party Notice specified in
Section 3.4(b) hereof within the thirty (30) day period specified in Section
3.4(b) agreeing with some, but not all, Adjustments (and the Interested Party's
share of such agreed Adjustments) and waiving the right to an Independent Third
Party Determination pursuant to Section 3.5 hereof with respect to all such
agreed Adjustments (and the Interested Party's share of such Adjustments); or

                    (D) provided the Interested Party Notice specified in
Section 3.4(b) hereof within the thirty (30) day period specified in Section
3.4(b) specifically enumerating the Disputed Adjustments to which it does not
agree and for which the notice specified in either Section 3.5(b)(ii) hereof
relating to any such Disputed Adjustment has been given by an Independent Third
Party,





                                      -13-
<PAGE>   14
then the amount of any Adjustment agreed to or deemed to be agreed to by the
Interested Party, or for which an Independent Third Party notice has been given
pursuant to either Section 3.5(b)(ii) hereof, as set forth in each of clauses
(A), (B), (C) or (D) above, shall be immediately due and payable.

              (c) Any Person entitled to any indemnification, reimbursement or
other payment under this Agreement with respect to the amount of any Adjustment
that has become immediately due and payable under Section 4.1(b) (the
"Indemnified Party") shall notify the Person against whom such indemnification,
reimbursement or other payment is sought (the "Indemnifying Party") of its right
to and the amount of such indemnification, reimbursement or other payment;
provided, however, that the failure to notify the Indemnifying Party shall not
relieve the Indemnifying Party from any liability and/or obligation which it may
have to an Indemnified Party on account of the provisions contained in this
Agreement except to the extent that the Indemnifying Party was prejudiced by
such failure, and in no event shall such failure relieve the Indemnifying Party
from any other liability or obligation which it may have to such Indemnified
Party. The Indemnifying Party shall make such indemnity payment, reimbursement
or other payment to the Indemnified Party within thirty (30) days of the receipt
of the notice specified in the preceding sentence; provided, however, that, in
the case of any Final Determination of a Tax Contest involving a state, local or
municipal Tax in which the Indemnifying Party is also the Controlling Party with
respect to such Tax Contest and, as Controlling Party, is entitled to receive an
overall net refund from the applicable state, local or municipal Taxing
Authority with respect to such state, local or municipal Tax, then the
Indemnifying Party shall make such indemnity payment, reimbursement or other
payment to the Indemnified Party within thirty (30) days from the date the
Indemnifying Party actually receives payment of or obtains the benefit of the
net refund due from the applicable state, local or municipal Taxing Authority.

         4.2. PAYMENT. Any indemnity payment, reimbursement or other payment
required to be made pursuant to this Agreement by an Indemnifying Party to an
Indemnified Party shall be made, at the option of the Indemnifying Party, by (a)
certified check payable to the order of the Indemnified Party; or (b) wire
transfer of immediately available funds to such bank and/or other account of the
Indemnified Party as from time to time the Indemnified Party shall have directed
the Indemnifying Party, in writing. Any indemnity payment, reimbursement or
other payment required to be made by an Interested Party pursuant to this
Agreement shall bear interest at the Federal Short-Term Rate plus 2%, per annum,
from the date such Interested Party receives the notice of Final Determination
made with respect to a Tax Contest as provided in Section 3.4(a) hereof. Any
indemnity payment, reimbursement or other payment required to be made by a
Controlling Party to an Interested Party pursuant to this Agreement shall bear
interest at the Federal Short-Term Rate plus 2%, per annum, from a date thirty
(30) days after the date of a Final Determination made with respect to a Tax
Contest; provided, however, that, in the case of any Final Determination of a
Tax Contest involving a state, local or municipal Tax in which the Controlling
Party is entitled to receive an overall net refund from the applicable state,
local or municipal Taxing Authority with respect to such state, local or
municipal Tax, such indemnity payment, reimbursement or other payment to be made
by the Controlling Party shall bear interest at the Federal Short-Term Rate plus
2%, per annum, from the date the Controlling Party actually receives payment of
or obtains the benefit of the net refund due from the applicable state, local or
municipal Taxing Authority.




                                      -14-
<PAGE>   15
                                   ARTICLE V
                                OTHER TAX MATTERS

         5.1. TAX POLICIES AND PROCEDURES DURING CONSOLIDATION. It is understood
and agreed that during Consolidation:

               (b) Members of the SeraNova Group shall adopt and follow the Tax
policies and procedures that have been established by Intelligroup, unless
Intelligroup shall otherwise consent as provided herein.

               (c) Intelligroup shall establish all Return positions and make
all Tax elections relating to a Consolidated Return. Members of the SeraNova
Group shall take such Consolidated Return positions and make such Tax elections
relating to a Consolidated Return as may be taken or made by Intelligroup, or as
reasonably requested by Intelligroup to be taken or made by any member of the
SeraNova Group, unless Intelligroup shall otherwise consent, as provided herein.

               (d) With respect to the Consolidated Return for the taxable
period including the Distribution Date, the parties of this Agreement shall
indemnify each other in a manner consistent with Article II for the amount of
any difference between (i) the Tax liability of such party (including all of the
members of its respective Group) as calculated on a separate basis for purposes
of determining the final tax accrual provision for the period ending on the
Distribution Date and (ii) the Tax liability of such party (including all the
members of its respective Group) as calculated on a separate basis for purposes
of determining the total Tax liability as reported on the Consolidated Return
filed with respect to the taxable period including the Distribution Date. Any
payments to be made pursuant to this Section 5.1(c) shall be made within
forty-five (45) days of the filing of such Consolidated Return.

         5.2. COOPERATION. Except as otherwise provided in this Agreement, each
member of the Intelligroup Group and the SeraNova Group, as the case may be,
shall, at their own expense, cooperate with each other in the filing of, or any
Tax Contest relating to, any Return and any other matters relating to Taxes and,
in connection therewith, shall (i) maintain appropriate books and records for
any and all Taxable periods or any portion of a Taxable period that may be
required by Intelligroup's record retention policies; (ii) provide to each other
such information as may be necessary or useful in the filing of, or any Tax
Contest relating to, any such Return; (iii) execute and deliver such consents,
elections, powers of attorney and other documents as may be required or
appropriate for the proper filing of any such Return or in conjunction with any
Tax Contest relating to any such Return; and (iv) make available for responding
to inquiries of any other party or any Taxing Authority, appropriate employees
and officers of and advisors retained by any member of the Intelligroup Group or
the SeraNova Group, as the case may be.

         5.3. FILING OF RETURNS. The Person that would be the Controlling Party
with respect to any Tax Contest relating to a Return for which any indemnity
payment, reimbursement or other payment may be sought under this Agreement shall
(a) prepare and file, or cause to be prepared and filed, any such Return within
the time prescribed for filing such Return (including all extensions of time for
filing); and (b) shall timely pay, or cause to be timely paid, the amount







                                      -15-
<PAGE>   16
of any Tax shown to be due and owing on any such Return. Such Person shall bear
all costs associated with preparing and filing, or causing to be prepared and
filed, any such Return. Except as provided in Section 5.1(b) hereof (relating to
Consolidated Returns), such Person shall establish all Return positions and make
all Tax elections relating to such Returns.

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1. GOVERNING LAW. To the extent not preempted by any applicable
foreign or U.S. federal, state, or local Tax law, this Agreement shall be
governed by and construed and interpreted in accordance with the laws of the
State of New Jersey, irrespective of the choice of laws principles of the State
of New Jersey, as to all matters, including matters of validity, construction,
effect, performance and remedies.

         6.2. AFFILIATES. Each of the parties hereto shall cause to be
performed, and hereby guarantees the performance of, all actions, agreements and
obligations set forth herein to be performed by any Affiliate of such party;
provided, however, that for purposes of the foregoing, no Person shall be
considered an Affiliate of a party if such Person is a member of another party's
Group.

         6.3. AMENDMENTS; NO WAIVERS. (a) Any provision of this Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by Intelligroup and SeraNova, or in the
case of a waiver, by the party against whom the waiver is to be effective.

               (b) No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

         6.4. NOTICES. On behalf of Intelligroup and SeraNova, the individuals
set forth below (or any other individuals delegated in writing by each of the
foregoing) shall serve as the single point of contact to receive or give any
notice or other communication required or permitted to be given to any member of
each of their respective Groups under this Agreement. Unless the individual
designated to receive any notice or other communication is the same individual
designated to give such notice or other communication, all notices or other
communications under this Agreement shall be in writing and shall deemed to be
duly given when (a) delivered in person; or (b) sent by facsimile; or (c)
deposited in the United States mail, postage prepaid and sent certified mail,
return receipt requested; or (d) deposited in private express mail, postage
prepaid, addressed as follows:




                                      -16-
<PAGE>   17
            If to any member of the Intelligroup Group, to:

                              Intelligroup, Inc.
                              499 Thornall Street
                              Edison, NJ 08837
                              Attn:  Ashok Pandey, Co-Chief Executive Officer
                              Facsimile:  732-362-2100

            If to any member of the SeraNova Group, to:

                              SeraNova ,Inc.
                              c/o Intelligroup, Inc.
                              499 Thornall Street
                              Edison, NJ 08837
                              Attn:  Rajkumar Koneru, President and Chairman
                              Facsimile:  732-362-2100

Copies of any and all notices shall be (a) delivered in person; or (b) sent by
facsimile; or (c) deposited in the United States mail, postage prepaid and sent
certified mail, return receipt requested; or (d) deposited in private express
mail, postage prepaid, addressed as follows:

                              David J. Sorin
                              Buchanan Ingersoll Professional Corporation
                              650 College Road East
                              Princeton, NJ 08540
                              Facsimile:  (609) 520-0360

Any party may, by written notice to the other parties, change the address to
which such notices (or copies of notices) are to be given.

         6.5. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided that no party may assign, delegate or otherwise
transfer any of its rights or obligations under this Agreement without the
consent of the other parties hereto.

         6.6. ENTIRE AGREEMENT; CONFLICTING OR INCONSISTENT PROVISIONS. This
Agreement is intended to provide rights, obligations and covenants in respect of
Taxes and shall supercede all prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereof and
thereof. In the event that any provision or term of this Agreement conflicts or
is inconsistent with any provision or term of any other agreement between or
among Intelligroup or any other member of the Intelligroup Group and/or SeraNova
or any other member of the SeraNova Group, as the case may be, which is in
effect on or prior to the date hereof, the provision or term of this Agreement
shall control and apply and the provision or term of any other agreement shall,
to the extent of such conflict or inconsistency, be inoperative and
inapplicable.

         6.7. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when






                                      -17-
<PAGE>   18
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

         6.8. HEADINGS. The descriptive headings contained in this Agreement are
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.

         6.9. ARBITRATION. Unless otherwise provided for in this Agreement, any
conflict or disagreement arising out of the interpretation, implementation or
compliance with the provisions of this Agreement shall be finally settled
pursuant to the provisions of Article 6 (Arbitration; Dispute Resolution) of
that certain Contribution Agreement by and between Intelligroup, Inc. and
SeraNova, Inc. dated as of January 1, 2000, which provisions are incorporated
herein by reference.

6.10. SEVERABILITY. In the event any one or more of the provisions contained in
this Agreement should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby. The
parties shall endeavor in good faith negotiations to replace the invalid,
illegal or unenforceable provisions, the economic effect of which comes as close
as possible to that of the invalid, illegal or unenforceable provisions.

6.11. DURATION. Notwithstanding anything in this Agreement or the Distribution
Agreement to the contrary, the provisions of this Agreement shall survive for
the full period of all applicable statutes of limitations (giving effect to any
waiver, mitigation or extension thereof).





                                      -18-
<PAGE>   19
                  IN WITNESS WHEREOF, the parties hereto have caused this Tax
Sharing Agreement to be executed by their duly authorized representatives as of
date hereof.

                                 INTELLIGROUP, INC.


                                 By: /s/ Ashok Pandey
                                     -------------------------------------------
                                        Ashok Pandey, Co-Chief Executive Officer


                                 SERANOVA, INC.


                                 By: /s/ Raj Koneru
                                     -------------------------------------------
                                        Rajkumar Koneru, President and Chairman






                                      -19-




<PAGE>   20
                                   SCHEDULE A

                        LIST OF INTELLIGROUP SUBSIDIARIES

<TABLE>
<S>                                                <C>
             UNITED STATES
Intelligroup Inc.                                  Empower Solutions Inc.
499 Thornall Street                                3343 Peachtree Road, NE
Edison, NJ 08837                                   Suite 270
                                                   Atlanta, GA 30326

             UNITED KINGDOM
Intelligroup Europe Ltd.                           CPI Resources Ltd
Del Monte House                                    The Manor House
Staines TW18 4JD                                   Mount Street
England                                            Diss
                                                   Norfolk   IP22 3QQ
                                                   England

                                                   CPI Consulting Ltd
                                                   The Manor House
                                                   Mount Street
                                                   Diss
                                                   Norfolk   IP22 3QQ
                                                   England

NEW ZEALAND                                        AUSTRALIA
Intelligroup New Zealand Ltd.                      Intelligroup Australia Pty, Ltd.
11th Floor, Morrison Kent House,                   Suite 103, 90 Mount Street
105 The Terrace                                    North Sydney   NSW  2060
Wellington New Zealand                             Australia

DENMARK                                            JAPAN
Intelligroup Nordic A/S                            Intelligroup Japan Ltd.
Slotsgade 18                                       Office -  Masuyama Bldg. 5F
DK-5000 Odense C                                   Kiba-5-1-1, Koto-Ku,
                                                   Tokyo - 135-0042

INDIA                                              SINGAPORE
Intelligroup Asia Pvt. Ltd.                        Intelligroup Singapore Pvt. Ltd.
Plot #s 883 & 884, Road # 45,                      10 Hoe Chiang Road
Jubilee Hills,                                     #17-02
Hyderabad 500 033, India.                          Keppel Towers
                                                   Singapore 089315
</TABLE>