<PAGE>   1
                                                                    Exhibit 10.2


                               SERVICES AGREEMENT

      This Services Agreement ("Agreement") is made and entered into as of the
1st day of January, 2000, by and between INTELLIGROUP, INC., a New Jersey
corporation ("ITIG") and SERANOVA, INC., a New Jersey corporation ("SERANOVA").
The parties agree to be legally bound as follows:

1.    SERVICES. ITIG will provide SERANOVA with various types of services
("Services") listed in Exhibit A, which is attached hereto and incorporated by
reference. Such Exhibit A may be amended from time to time by written agreement
between the parties. The Retained Employees (as defined in Section 5(a)(ii))
shall exclusively provide Services to SERANOVA and/or SERANOVA's clients as
directed by SERANOVA and pursuant to Exhibit A.

2.    TERMS OF AGREEMENT. This Agreement shall become effective on January 1,
2000, (the "Effective Date"), and shall remain in full force and effect for
a period of one (1) year thereafter, unless earlier terminated pursuant to the
provisions of this Agreement. This Agreement shall automatically renew for
additional consecutive renewal terms of one (1) year unless either ITIG or
SERANOVA gives written notice of its intent not to renew the terms of this
Agreement sixty (60) days prior to the expiration of the then expiring term. The
initial one year term and any renewal period(s) thereafter shall collectively be
referred to as the "Term."

3.    TERMINATION OF AGREEMENT.

      (a)   This Agreement or any portion thereof may be terminated by either
            party, for any reason, with thirty (30) days prior written notice to
            the other party.

      (b)   This Agreement or any portion thereof may be terminated by either
            party (the "non-defaulting party") if any of the following events
            occur by or with respect to the other party (the "defaulting
            party"):  (i) the defaulting party commits a material breach of
            any of its obligations hereunder and fails to cure such breach
            within thirty (30) days of receipt of written notice from
            non-defaulting party; or (ii) any insolvency of the defaulting
            party, any filing of a petition in bankruptcy by or against the
            defaulting party, any appointment of a receiver for the
            defaulting party, or any assignment for the benefit of the
            defaulting party's creditors; provided, however, that in the case
            of any involuntary bankruptcy proceeding such right to terminate
            shall only become effective if the proceeding is not dismissed
            within sixty (60) days after the filing thereof.

Termination under this Section 3 or otherwise shall have no effect on the
respective obligations to make any payment required to be made pursuant to the
terms of this Agreement or any other obligation hereunder that survives the
termination of this Agreement. Neither party shall have any liability to the
other party for terminating the Agreement pursuant to this Section 3.

4.    TRANSITION ASSISTANCE. Other than for termination by SERANOVA pursuant to
Section 3(a) or by ITIG under Section 3(b)(ii), ITIG agrees to provide SERANOVA
with transition
<PAGE>   2
assistance for up to 180 days (or such shorter period as SERANOVA may elect)
after the expiration of the Term, or upon the termination of this Agreement by
either ITIG or SERANOVA. Transition assistance shall include the following: (i)
ITIG shall reasonably cooperate with SERANOVA or any relevant third party for
transferring of the Services to SERANOVA or any such third party that SERANOVA
selects; (ii) ITIG shall perform any new types of services, at a fee agreed upon
in writing by the parties, that are reasonably required to assist in
transferring of the Services to SERANOVA or any such third party that SERANOVA
selects; (iii) ITIG shall provide to SERANOVA, upon SERANOVA's reasonable
request, any records or other information relating to said Services; and (iv)
comply with SERANOVA's reasonable requests for assistance in engaging or
training another person or persons to provide the Services rendered by ITIG. So
long as ITIG is providing SERANOVA with transition assistance, SERANOVA shall be
obligated to provide compensation to ITIG pursuant to Exhibit A.

5.    INVOICING AND PAYMENTS.

      (a)   (i)   SERANOVA shall remit payment of the monthly fee set forth
            on Exhibit A to ITIG on or before the first day of each month for
            the preceding month's Services.  The first such payment shall
            commence on the first day of the first month following the
            Effective Date.  Payment for any Services provided for a partial
            month period preceding or following the initial payment shall be
            prorated accordingly based on the number of days in a given
            month.  Notwithstanding any other provision of this Section 5,
            ITIG shall make all payments to third parties as necessary to
            ensure continued Services of the types contemplated in this
            Agreement.

            (ii) ITIG shall pay wages, provide benefits and make employer
            contributions on behalf of the ITIG employees listed on Exhibit B,
            which is attached hereto and incorporated by reference ("Retained
            Employees") until each Retained Employee resigns his/her employment
            with ITIG or is transferred and becomes an employee of SERANOVA (the
            "Transfer Date") and SERANOVA shall reimburse ITIG for all such
            wages, benefits and employer contributions paid by ITIG from the
            Effective Date until the Transfer Date. ITIG's obligations to
            continue to pay wages, provide benefits and make employer's
            contributions shall terminate on each individual Retained Employee's
            Transfer Date or upon termination or resignation of employment of
            such Retained Employee. In light of SERANOVA's total control over
            the terms and conditions of such Retained Employees, SERANOVA
            retains the right to request the termination of any Retained
            Employee when necessary and appropriate. All amounts payable to any
            Retained Employee terminates under this Section 5(a)(ii) by virtue
            of such termination, including but not limited to severance pay,
            accrued wages, accrued vacation or leave pay, shall be reimbursed to
            ITIG by SERANOVA. Such Exhibit B may be amended from time to time.


                                      -2-
<PAGE>   3
      (b)   SERANOVA agrees to pay amounts equal to any Federal, state or
            local sales, use, excise, privilege or other taxes or
            assessments, however designated or levied, relating to any
            amounts payable by SERANOVA to ITIG hereunder, this Agreement or
            any Services provided by ITIG to SERANOVA pursuant hereto and any
            taxes or amounts in lieu thereof paid or payable by ITIG,
            exclusive of taxes based on ITIG's net income for the Services or
            for any employees, agents or subcontractor of ITIG.  ITIG will
            invoice SERANOVA for any taxes payable by SERANOVA that are
            required to be collected by ITIG pursuant to any applicable law,
            rule, regulation or other requirement of law.

6.    OBLIGATIONS.

       (a)  Certain Information.  SERANOVA shall provide to ITIG any
            information needed by ITIG to perform the Services.  If the
            failure to provide such information renders the performance of
            any requested Services impossible or unreasonably difficult, ITIG
            may upon reasonable prior written notice to SERANOVA and without
            incurring any liability refuse to provide such Services until
            such time as SERANOVA has provided ITIG with the requisite
            information.

       (b)  Further Assurances.  During the term of this Agreement, ITIG and
            SERANOVA shall use commercially reasonable efforts to: (i)
            preserve their respective and mutual reputations and market
            positions in strategic markets; (ii) promote their mutual
            businesses and cause the retention and expansion of their
            customers; (iii) refrain from taking any action which may
            jeopardize any such customer relationship without the prior
            written consent of the other party; and (iv) execute and deliver
            any further legal instruments which may become necessary to
            effect the purposes of this Agreement.

       (c)  Scope of Services.  If ITIG and SERANOVA agree that it is
            functionally impossible to continue to provide a Service under
            this Agreement, or otherwise agree to eliminate or reduce one or
            more Services provided hereunder, then ITIG shall discontinue
            said Service at the time and in the manner agreed to by the
            parties.  In the event ITIG discontinues a Service provided
            hereunder, SERANOVA's Service fee shall be prorated based on a
            reasonable allocation of the costs as mutually agreed by the
            parties.  In the event that SERANOVA requires a reasonable
            increase of the Services, ITIG shall increase the amount of
            Services accordingly.  The parties agree to negotiate in good
            faith relating to ITIG's rendering of increased services to
            SERANOVA and if the parties cannot agree on a price, ITIG has no
            obligation to perform such increased services.

7. OWNERSHIP. All deliverables generated pursuant to the Services as set forth
in Exhibit A ("Work Product") shall be deemed works made for hire under the
applicable copyright laws, and that all Work Product shall be the sole and
exclusive property of SERANOVA. To the extent that any Work Product is not
considered a work for hire under the applicable copyright laws, ITIG hereby
assigns all of its rights, title or interest in the Work Product and in all
related


                                      -3-
<PAGE>   4
patents, copyrights, trademarks, trade secrets, rights of priority and other
proprietary rights to SERANOVA. ITIG shall make full disclosure to SERANOVA of
all such Work Product, and reasonably assist and cooperate with SERANOVA, at
SERANOVA's expense, in all respects and will execute documents, give testimony,
and take all further acts requested by SERANOVA to obtain, maintain, perfect and
enforce for SERANOVA patent, copyright, trademark, trade secret or other legal
protection for the Work Product, as well as all reissues, renewals and
extensions thereof.

8.    SUBCONTRACTING SERVICES. ITIG may, with the consent or approval of
SERANOVA, subcontract certain Services, in whole or in part, provided to
SERANOVA pursuant to this Agreement. To the extent that ITIG subcontracts
certain or all Services, ITIG shall remain solely responsible to SERANOVA for
the execution and quality of said Services.

9.    RECORD KEEPING.

      (a)   Processing.  Upon ten (10) days prior written notice from
            SERANOVA, ITIG shall provide SERANOVA and/or its representatives
            or any regulatory agency having jurisdiction reasonable access
            during normal business hours to ITIG's facilities for the purpose
            of performing audits or inspections of the business of ITIG
            relating to the Services.  ITIG shall provide any reasonable
            assistance as may be required by SERANOVA and/or its
            representatives or any regulatory agency having jurisdiction.
            ITIG shall not be required to provide SERANOVA and/or its
            representatives or any regulatory agency having jurisdiction
            access to ITIG's data of ITIG's customer's data other than
            SERANOVA.  If any audit by an auditor designated by SERANOVA or
            any regulatory agency having jurisdiction finds ITIG not in
            compliance with any audit requirement relating to the Services,
            ITIG shall meet with SERANOVA and the parties will agree on what
            actions ITIG must take to be in compliance with the audit
            requirements.  SERANOVA shall be responsible for the cost of such
            audit.

      (b)   Charges. Upon ten (10) days prior written notice from SERANOVA,
            ITIG shall provide SERANOVA and/or its representatives reasonable
            access during normal business hours to ITIG's facilities for the
            purpose of performing audits or inspections to verify the
            accuracy of the amounts charged by ITIG to SERANOVA for the
            Services.  If, as a result of such audit, it is determined that
            ITIG has overcharged SERANOVA, SERANOVA shall notify ITIG of the
            amount of such overcharge and ITIG shall promptly pay to SERANOVA
            the amount of the overcharge, plus interest of one percent (1%)
            per month, but in no event to exceed the highest lawful rate of
            interest, calculated from the date of receipt by ITIG of the
            overcharged amount until the date of payment to SERANOVA.  In
            addition, in the event any such audit reveals an overcharge to
            SERANOVA by ITIG of five percent (5%) or more, ITIG shall
            reimburse SERANOVA for cost of such audit.


                                      -4-
<PAGE>   5
10.   WARRANTY.

      (a)   ITIG represents and warrants that during the performance of and
            for a period of sixty (60) days after performance, the Services
            will be provided in a professional and workmanlike manner in
            accordance with industry standards and the Services will
            materially conform to Exhibit A.  In the event the Service fails
            to conform to the foregoing warranties in any material respect,
            the sole and exclusive remedy of SERANOVA, and ITIG's liability,
            as a result thereof will be for ITIG, at its expense, to use its
            commercially reasonable efforts to cure or correct such failure
            as soon as reasonably practical or refund any monies paid by
            SERANOVA to ITIG for the nonconforming portion of the Services.

      (b)   ITIG represents and warrants that to its knowledge, the rendering of
            Services will not infringe on any US patents, copyrights or
            trademarks.

      (c)   Each party represents and warrants that it shall comply with all
            applicable federal, state and local laws and regulations applicable
            to the Services and shall obtain all applicable permits,
            registrations and licenses required of it in connection with its
            obligations under this Agreement.

      (d)   EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ITIG DOES NOT MAKE
            ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER SUCH WARRANTY BE
            EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR
            FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY FROM COURSE OF
            DEALING OR USAGE OF TRADE.

11. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER PARTY FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, LOST REVENUES, PROFITS, SAVINGS OR BUSINESS), WHETHER IN AN ACTION
BASED ON CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, WITHOUT
LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN INFORMED IN
ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN
REASONABLY FORESEEN BY SUCH PARTY. In no event shall either party's aggregate
liability to the other party exceed the total fees paid by SERANOVA to ITIG for
the twelve (12) month period immediately preceding the event that gave rise to
the liability, whether such liability is based on an action in contract,
warranty, strict liability or tort (including, without limitation, negligence)
or otherwise. Each party's entire liability under this Agreement shall be as set
out in this Section 11. The parties have agreed that the limitations specified
in this Section 11 will survive and apply even if any limited remedy specified
in this Agreement is found to have failed of its essential purpose.


                                      -5-
<PAGE>   6
12.   INDEMNIFICATION.

       (a)  Indemnity by SERANOVA. SERANOVA shall indemnify ITIG from and defend
            ITIG against, any liability or expenses (including reasonable
            attorneys' fees) arising out of or relating to any claim, loss,
            damage, cost, liability, or expense ("Claim"):

            1. Relating to the employment or termination thereof of any Retained
               Employee;

            2. Relating to (a) a violation of Federal, state, or other laws
               (including common law) or regulations, including but not
               limited to a violation of Federal, state, or other laws
               (including common law) or regulations for the protection of
               persons or members of a protected class or category of persons
               by SERANOVA, its employees, or agents, (b) sexual
               discrimination or harassment by SERANOVA, its employees, or
               agents, and (c) work-related injury except as maybe covered by
               SERANOVA's worker's compensation or death caused by SERANOVA,
               its employees, or agents;

            3. Relating to amounts, including taxes, interest, and penalties,
               assessed against ITIG which are the obligations of SERANOVA
               pursuant to Section 5(b); and

            4. To the extent directly related to personal injury or tangible
               personal property, damage resulting from any Retained Employee's
               (prior to such Retained Employee's Transfer Date but after
               SERANOVA becomes a publicly held entity) and SERANOVA's negligent
               acts or omissions.

       (b)  Indemnity by ITIG. ITIG shall indemnify SERANOVA from and defend
            SERANOVA against, any liability or expenses (including reasonable
            attorneys' fees) arising out of or relating to any Claim:

            1. Relating to (a) a violation of Federal, state, or other laws
               (including common law) or regulations, including but not limited
               to a violation of Federal, state, or other laws or regulations
               for the protection of persons or members of a protected class or
               category of persons by ITIG, its employees, or agents, (b) sexual
               discrimination or harassment by ITIG, its employees, or agents,
               and (c ) work-related injury except as may be covered by ITIG's
               worker's compensation or death caused by ITIG, its employees, or
               agents;

            2. Relating to amounts, including taxes, interest, and penalties,
               assessed against SERANOVA which are the obligations of ITIG
               pursuant to Section 5(b);

            3. Relating to ITIG's non-compliance with legal or regulatory
               requirements applicable to ITIG; and

            4. To the extent directly related to personal injury or tangible
               personal property damage resulting from ITIG's negligent acts or
               omissions excluding the acts or omissions of any Retained
               Employees (prior to such Retained Employee's Transfer Date but
               after SERANOVA becomes a publicly held entity).

       (c)  The party seeking indemnification under any provision of this
            Agreement shall promptly notify the party against whom the
            indemnification is sought in writing of any claim for
            indemnification, specifying in detail the basis of such claim,
            the


                                      -6-
<PAGE>   7
            facts pertaining thereto and, if known, the amount, or an estimate
            of the amount, of the liability arising therefrom; provided however,
            that failure to give such notice shall not affect the
            indemnification provided hereunder except to the extent that the
            indemnifying party can demonstrate actual monetary prejudice as a
            direct result of such failure. The indemnified party shall provide
            to the indemnifying party as promptly as practicable thereafter all
            information and documentation necessary to support and verify the
            claim asserted and the indemnifying party shall be given reasonable
            access to all books and records in the possession or control of the
            indemnified party or any of its affiliates which the indemnifying
            party reasonably determines to be related to such claim.

       (d)  The indemnifying party shall have sole control over the defense
            and/or settlement of any claim and the indemnified party will, at
            the indemnifying party's sole expense, provide reasonable
            assistance to the indemnifying party.  If the indemnified party
            takes any overt action that unreasonably compromises the
            indemnifying party's defense or settlement of any claim, the
            indemnifying party shall be relieved of its indemnification
            obligations for such particular claim.

13.   PARTIES' RELATIONSHIP.

       (a)  Independent.  The parties are independent entities with each
            having sole authority and control of the manner of, and is
            responsible for, its performance of this Agreement.  This
            Agreement does not create or evidence a partnership or joint
            venture between the parties.  Neither party has the right or
            authority to enter into any contract, warranty, guaranty or other
            undertaking in the name or for the account of the other party, or
            to assume or create any obligation or liability of any kind,
            express or implied, on behalf of the other party, or to bind the
            other party in any manner whatsoever, or to hold itself out as
            having any right, power or authority to create any such
            obligation or liability on behalf of the other or to bind the
            other party in any manner whatsoever (except as otherwise
            provided by this Agreement or as to any other actions taken by
            either party at the express written request and direction of the
            other party).

       b)   Employees. Except as otherwise described herein, for the purposes of
            this Agreement each party is solely responsible for its own
            employees or agents, including the actions or omissions and the
            payment of compensation, taxes and benefits of those employees and
            agents.

       (c)  Access.  To the extent reasonably required for SERANOVA's
            personnel to perform their job functions, ITIG shall provide
            SERANOVA's personnel with reasonable access to its equipment,
            office facilities and any other areas and equipment for which
            SERANOVA has provided compensation to ITIG under the terms of
            this Agreement.  In addition, the employees of SERANOVA shall
            have reasonable access to those employees of ITIG who perform any
            of the Services.


                                      -7-
<PAGE>   8
       (d)  Non Solicitation. During the Term hereof and for a period of twelve
            (12) months thereafter, neither party shall, directly or indirectly,
            solicit for employment or employ, or accept services provided by,
            any employee, officer or independent contractor of the other party
            who performed any work in connection with or related to the Services
            without the prior written consent of the other party and such
            consent shall not be unreasonably withheld.

14.   DISPUTE RESOLUTION PROCEDURE. Except as otherwise stated in this
Agreement, the parties shall resolve all disputes in accordance with the
following procedure:

      (a)   Each party shall promptly negotiate in good faith to resolve all
            disputes, controversies or claims arising out of or relating to
            this Agreement or the performance hereunder (a "Dispute").  In
            the event that the parties cannot resolve the Dispute in such
            manner, they shall immediately refer the Dispute to each party's
            CFO or such other senior executives as may be mutually agreed
            upon by the parties from time to time.  If such executives do not
            agree upon a decision within a reasonable amount of time after
            referral of the Dispute to them (but in no event more than thirty
            (30) days from the date the party that determines there is a
            Dispute becomes aware of such dispute) they shall submit the
            Dispute to the following binding arbitration procedures:

            1. Any Dispute shall be submitted to binding arbitration, in
            accordance with the dispute resolution procedures specified in this
            Section 14. If any of these procedures are determined to be invalid
            or unenforceable, the remaining procedures shall remain in effect
            and binding on the parties to the fullest extent permitted by law.

            2. The arbitration shall be conducted in accordance with the
            procedures specified in this Section 14 and the Arbitration Rules
            for Professional Accounting and Related Services Disputes of the AAA
            ("AAA Rules"). In the event of a conflict, the provisions of this
            Section 14 shall control. The arbitration shall be conducted before
            a panel of three arbitrators, regardless of the size of the Dispute,
            to be selected as provided in the AAA Rules.

            3. Any issue concerning the extent to which any Dispute is subject
            to arbitration, or concerning the applicability, interpretation, or
            enforceability of these procedures, including any contention that
            all or part of these procedures are invalid or unenforceable, shall
            be governed by the Federal Arbitration Act and resolved by the
            arbitrators. No potential arbitrator may serve on the panel unless
            first agreeing in writing to abide and be bound by these procedures.
            The arbitrators may not award non-monetary or equitable relief of
            any sort. They shall have no power to award damages inconsistent
            with the Agreement or punitive damages or any other damages not
            measured by the prevailing party's actual damages, and the parties
            expressly waive their right to obtain such damages in arbitration or
            in any other forum. In no event, even if any other portion of these
            procedures is adjudged invalid or unenforceable, shall the
            arbitrators have power


                                      -8-
<PAGE>   9
            to make an award or impose a remedy that could not be made or
            imposed by a court deciding the matter in the same jurisdiction.

            4. No discovery shall be permitted in connection with the
            arbitration unless expressly authorized by the arbitration panel
            upon a showing of substantial need by the party seeking discovery.
            All aspects of the arbitration shall be treated as confidential.
            Neither the parties nor the arbitrators may disclose the existence,
            content or results of the arbitration, except as necessary to comply
            with legal or regulatory requirements. Before making any such
            disclosure, a party shall give written notice to all other parties
            and afford such parties a reasonable opportunity to protect their
            interest. The result of the arbitration shall be a final decision
            that is binding on the parties, and judgment on the arbitrators'
            award may be entered in any court having jurisdiction.

15.   CONFIDENTIALITY.

      (a)   SERANOVA and ITIG shall each (i) hold the Confidential
            Information (as defined below) of the other in trust and
            confidence and avoid the disclosure or release thereof to any
            other person or entity by using the same degree of care as it
            uses to avoid unauthorized use, disclosure, or dissemination of
            its own Confidential Information of  a similar nature, but not
            less than reasonable care, and (ii) not use the Confidential
            Information of the other party for any purpose whatsoever except
            as expressly contemplated under this Agreement.  Each party shall
            disclose the Confidential Information of the other only to those
            of its employees having a need to know such Confidential
            Information and shall take all reasonable precautions to ensure
            that its employees comply with the provisions of this Section 15.

      (b)   The term "Confidential Information" shall mean any and all
            information or proprietary materials (in every form and media)
            not generally known in the relevant trade or industry and which
            has been or is hereafter disclosed or made available by either
            party (the "disclosing party") to the other (the "receiving
            party") in connection with the efforts contemplated hereunder,
            including (i) all trade secrets, (ii) existing or contemplated
            products, services, designs, technology, processes, technical
            data, engineering, techniques, methodologies and concepts and any
            information related thereto, and (iii) information relating to
            business plans, sales or marketing methods and customer lists or
            requirements.

      (c)   The obligations of either party under this Section 15 will not
            apply to information that the receiving party can demonstrate (i)
            was in its possession at the time of disclosure and without
            restriction as to confidentiality, (ii) at the time of disclosure
            is generally available to the public or after disclosure becomes
            generally available to the public through no breach of agreement
            or other


                                      -9-
<PAGE>   10
            wrongful act by the receiving party, (iii) has been received from a
            third party without restriction on disclosure and without breach of
            agreement or other wrongful act by the receiving party, (iv) is
            independently developed by the receiving party without regard to the
            Confidential Information of the other party, or (v) is required to
            be disclosed by law or order of a court of competent jurisdiction or
            regulatory authority, provided that the receiving party shall
            furnish prompt written notice of such required disclosure and
            reasonably cooperate with the disclosing party, at the disclosing
            party's cost and expense, in any effort made by the disclosing party
            to seek a protective order or other appropriate protection of its
            Confidential Information.

16.   SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
permitted assigns. This Agreement may not be assigned by either party hereto
without the prior written consent of the other party except ITIG may, upon prior
written notice to SERANOVA (but without any obligation to obtain the consent of
SERANOVA), assign this Agreement or any of its rights hereunder to any affiliate
of ITIG, or to any entity who succeeds (by purchase, merger, operation of law or
otherwise) to all or substantially all of the capital stock, assets or business
of ITIG, if such entity agrees in writing to assume and be bound by all of the
obligations of ITIG under this Agreement.

17.   NO THIRD-PARTY BENEFICIARIES. Nothing expressed or implied in this
Agreement shall be construed to give any person or entity other than the parties
any legal or equitable rights under this Agreement.

18.   WAIVERS. No term or provision hereof shall be deemed waived and no breach
excused unless such waiver or consent shall be in writing and signed by an
authorized representative of the party claiming to have waived or consented. No
consent by either party to, or waiver of, a breach by the other, whether express
or implied, shall constitute a consent to, waiver of, or excuse for any
different or subsequent breach.

19.   NOTICES. All notices given in connection with this Agreement shall be in
writing and transmitted by (i) hand delivery; (ii) courier delivery; (iii) U.S.
certified mail, return receipt requested, postage prepaid; or (iv) telecopier to
the addressed listed below. Delivery of said notices shall be deemed given upon
the date of (a) receipt of courier delivery; (b) certified mail return receipt
is signed or delivery is rejected; or (c) receipt of written confirmation of
telecopier transmittal.

      If to ITIG:       Intelligroup, Inc.
                        499 Thornall Street
                        Edison, New Jersey 08837
                        Attn: President
                        Fax No.: (732) 362-2100


      If to SERANOVA:   SeraNova, Inc.
                        499 Thornall Street


                                      -10-
<PAGE>   11
                        Edison, New Jersey 08837
                        Attn: President
                        Fax No.: (732) 362-2100

20.   FORCE MAJEURE. No delay or failure of a party to perform any of its
obligations, other than payment obligations, under this Agreement due to causes
beyond its reasonable control shall constitute a breach of this Agreement or
render that party liable for that delay or failure. Causes beyond a party's
reasonable control include, but are not limited to: (i) events or circumstances
that the party, even though using all, reasonable efforts, is unable to prevent
or overcome; or (ii) labor disputes, strikes, or other similar disturbances,
acts of God, utilities or communications failures, acts of the public enemy,
riots, insurrections, sabotage or vandalism.

21.   SEVERABILITY. The invalidity, illegality or unenforceability of any
provision in this Agreement shall not in any way affect the validity, legality
or enforceability of any other provision of this Agreement. This Agreement shall
be reformed and construed in all respects as if such invalid or unenforceable
provision had never been in the Agreement and such provision shall be reformed
so that it will be valid, legal and enforceable to the extent possible.

22.   GOVERNING LAW, VENUE AND JURISDICTION. This Agreement shall be construed
in accordance with and governed by the laws of the State of New Jersey, without
regard to its conflict of laws principles. Subject to Section 14, the parties
consent to jurisdiction and venue in the state courts of Middlesex County, New
Jersey, or if there is exclusive federal jurisdiction, the U.S. District Court
for the District of New Jersey, shall have exclusive jurisdiction and venue over
any dispute arising out of this Agreement.

23.    HEADINGS.  Headings in this Agreement are included for convenience of
reference only and do not constitute a part of this Agreement for any other
purpose.

24.   ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
between the parties with respect to the subject matter contained herein and
supersedes all prior communications, representations and agreements. It shall
not be varied except by a modification in writing which is duly executed by
authorized representatives of the parties subsequent to the date first appearing
herein

25.   COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original and of equal force and effect.

26.   INSURANCE. ITIG and SERANOVA (after SERANOVA becomes a publicly held
      entity) agree to maintain insurance in accordance with the following:

      -     Workers Compensation & Employer's Liability:

            As required under the law of the state in which the work is
            performed with each party's liability limit not less than $500,000
            per occurrence/annual aggregate.

      -     Commercial General Liability:

            Covering all operations of each party including product and
            completed operations


                                      -11-
<PAGE>   12
            and contractual liability against claims for personal bodily injury
            and property damage with a liability limit not less than $1,000,000
            per occurrence/annual aggregate.

      -     Errors & Omission Insurance:

            Covering loss or damage arising out of negligent acts or errors or
            omissions which arise from professional Services provided by ITIG
            under this Agreement and any services provided by SERANOVA (using
            the Retained Employees after SERANOVA becomes a publicly held entity
            but prior to such employee's Transfer Date) with limits no less than
            $1,000,000 per occurrence.

      Such insurance coverage as is required under this Agreement shall be in
      form and with insurance carriers licensed to do business in the state
      where the services are provided, unless otherwise provided herein. As
      evidence of said coverage, ITIG shall forward Certificates of Insurance,
      or copies of insurance policies, to SERANOVA, which shall contain a
      provision to endeavor to notify SERANOVA in writing of a cancellation or
      nonrenewal of said coverages not less than thirty (30) days before its
      effective date. The foregoing statements as to the types and limits of
      insurance coverage to be maintained by ITIG, is not intended to and shall
      not in any manner limit or qualify the liabilities and obligations
      otherwise assumed by ITIG pursuant to this Agreement, including but not
      limited to the provisions concerning indemnification.

27.   PUBLICITY. Neither party shall use the name of the other party in any
materials, statements or press releases without the prior written consent of the
other party.

       IN WITNESS WHEREOF, this Agreement has been executed effective as of the
date first above written.

WITNESSES                           INTELLIGROUP, INC.

_____________________________
                                          /s/ Ashok Pandey
_____________________________       BY:   ________________________________
                                          Ashok Pandey, Co-Chief
                                          Executive Officer

                                    SERANOVA, INC.
_____________________________
                                          /s/ Raj Koneru
_____________________________       By:   ________________________________
                                          Raj Koneru, CEO


                                      -12-
<PAGE>   13
                                    EXHIBIT A
               DESCRIPTION OF SUPPORT SERVICES AND APPLICABLE FEES


INFORMATION SYSTEMS & SUPPORT


Monthly Access and Support Fee for SAP system:

-     Fixed charge of $5,500 per month;

-     Includes application support and consultation;

-     Does not include enhancement or modification of the underlying software or
      configuration, except as needed to correct for system malfunction or
      programming "bugs".


PC Applications and Hardware Support Services/Procurement:

-     Fixed monthly charge of $11,000 per month;

-     Support for desktop systems and network management applications for
      Edison, N.J. location

-     Ordering, receiving and configuring of new PC's and Laptops as needed
      (exclusive of actual cost of hardware and software components).

-     Continued access and support for Lotus Notes e-mail system currently
      installed;

-     Additional charges may be invoiced for the actual cost incurred to extend
      or add user licenses should these be required (based upon increases in
      registered users over baseline number, determined as of December 31,
      1999).

The parties acknowledge that Intelligroup has entered into contractual
relationships with various software vendors for use of the software.
Intelligroup will permit SeraNova a right to use the software or provide
services to SeraNova to the extent Intelligroup is permitted under its
applicable agreements with the software vendors. SeraNova will take all
reasonable actions requested by Intelligroup, so that SeraNova may use the
software or receive services from Intelligroup. Upon SeraNova becoming a
publicly held entity, SeraNova, at its sole cost and expense, may have to enter
into separate agreements with such software vendors and may no longer have the
right to use the software or receive services from Intelligroup.

GENERAL ADMINISTRATIVE SUPPORT

Mail Delivery & Facilities Management

-     Fixed charge of $5,000 per month, adjustable upon mutual agreement to
      reflect changes in usage or underlying costs to Intelligroup;

-     Monthly charge includes handling and distribution of mail and other
      deliveries, incidental office supplies, copy machine usage, and general
      facilities management;

-     Additional charges will be invoiced for actual costs of "expressmails"
      (including but not limited to Federal Express, U.S. Postal Service Exerts
      Mail, Airborne Express);

-     Additional charge of $1,000 per month for postage, adjustable upon mutual
      agreement to reflect changes in usage or underlying costs to Intelligroup;

Receptionist

-     Fixed charge of $1,700 per month.
<PAGE>   14
Human Resources

-     Fixed charge of $4,000 per month, adjustable upon mutual agreement to
      reflect changes in underlying employee mix;

-     Administrative support related to 401(k) Plans, applicable medical benefit
      plans, employee manual;

-     Employee orientation and hiring support will be invoiced at a rate of $100
      per new "in-house" employee hired (covers such incidentals as key cards,
      name plates, etc

Billing Support

-     Fixed monthly charge of $2,000;

-     Provides assistance with setting up and transferring A/R, and Billing
      functions from Intelligroup;

-     Covers the cost of continued invoice processing by Intelligroup required
      to clear historical amounts.

Payroll Support

-     Fixed charge of $2,000 per month for the months of January through March,
      2000; then at a rate of $500 per month thereafter;

-     Provides administrative and processing assistance for the months of
      January through March, 2000, including assistance with quarterly tax
      reporting;

-     Also provides for on-going advisory support in connection with payroll
      processing;

-     External charges (such as Ceridian Payroll Service) are to be directly
      billed to SeraNova.

Immigration

-     Per case charge of $100 to cover administrative costs and access to
      Immigration Staff;

-     All external charges, including but not limited to legal (Fragomen) and
      I.N.S. fees are to be directly billed to SeraNova.


Other Support and Administrative Costs

The above assumes that certain external costs will be directly invoiced to
SeraNova. In the event that any such costs, directly attributable to SeraNova,
are invoiced by a third party to Intelligroup, these will be recoverable by
Intelligroup upon presentment of such costs to SeraNova in the form of an
invoice or other written request for payment (which will detail the costs and
purposes for such costs).

Certain other costs may be incurred by Intelligroup on behalf of both parties,
which may include but are not be limited to (i) cost of general liability,
property and casualty, and other business insurance coverages (prior to SeraNova
becoming a publicly held entity); and (ii) costs of outside retained recruiting
firms. Intelligroup may recover a proportionate share of such costs from
SeraNova upon presentment to SeraNova in the form of an invoice or other written
request for payment (which will detail the costs and purposes for such costs).
Such proportion will be determined by mutual agreement of the parties.
<PAGE>   15
INTELLIGROUP MONTHLY BILLING SCHEDULE FOR 2000
FOR CHARGES UNDER EXHIBIT A OF THE SERVICES
AGREEMENT

<TABLE>
<CAPTION>
                                      Jan-00    Feb-00    Mar-00     Apr-00    May-00   Jun-00    Jul-00    Aug-00    Sep-00
                                      -------   -------   -------   -------   -------   -------   -------   -------   -------
<S>                                   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Monthly Fixed Charges

  Information Systems and Support

    SAP systems access and support    $ 5,500   $ 5,500   $ 5,500   $ 5,500   $ 5,500   $ 5,500   $ 5,500   $ 5,500   $ 5,500

    PC applications and H/W support   $11,000   $11,000   $11,000   $11,000   $11,000   $11,000   $11,000   $11,000   $11,000

  General Administrative Support

    Mail room and facilities          $ 3,000   $ 3,000   $ 3,000   $ 3,000   $ 3,000   $ 3,000   $ 3,000   $ 3,000   $ 3,000

    Postage                           $ 1,000   $ 1,000   $ 1,000   $ 1,000   $ 1,000   $ 1,000   $ 1,000   $ 1,000   $ 1,000

    Receptionist                      $ 1,700   $ 1,700   $ 1,700   $ 1,700   $ 1,700   $ 1,700   $ 1,700   $ 1,700   $ 1,700

    H/R support                       $ 3,500   $ 3,500   $ 3,500   $ 3,500   $ 3,500   $ 3,500   $ 3,500   $ 3,500   $ 3,500

    Billing support                   $ 1,000   $ 1,000   $ 1,000   $ 1,000   $ 1,000   $ 1,000   $ 1,000   $ 1,000   $ 1,000

    Payroll support                   $ 1,500   $ 1,500   $ 1,500   $   500   $   500   $   500   $   500   $   500   $   500

                                      -------   -------   -------   -------   -------   -------   -------   -------   -------
Total Fixed Charges for Services      $28,200   $28,200   $28,200   $27,200   $27,200   $27,200   $27,200   $27,200   $27,200
                                      =======   =======   =======   =======   =======   =======   =======   =======   =======
</TABLE>


<TABLE>
<CAPTION>
                                         Oct-00    Nov-00    Dec-00
                                        -------   -------   -------
<S>                                     <C>       <C>       <C>
Monthly Fixed Charges

  Information Systems and Support

    SAP systems access and support      $ 5,500   $ 5,500   $ 5,500

    PC applications and H/W support     $11,000   $11,000   $11,000

  General Administrative Support

    Mail room and facilities            $ 3,000   $ 3,000   $ 3,000

    Postage                             $ 1,000   $ 1,000   $ 1,000

    Receptionist                        $ 1,700   $ 1,700   $ 1,700

    H/R support                         $ 3,500   $ 3,500   $ 3,500

    Billing support                     $ 1,000   $ 1,000   $ 1,000

    Payroll support                     $   500   $   500   $   500

                                        -------   -------   -------
Total Fixed Charges for Services        $27,200   $27,200   $27,200
                                        =======   =======   =======
</TABLE>



Variable ("Per drink") charges

          H/R support - $100 per new
          in-house hire

          Immigration support - $100 per
          case



INTELLIGROUP MONTHLY BILLING SCHEDULE
FOR RENT AND UTILITIES CHARGES UNDER THE SPACE
SHARING AGREEMENT

<TABLE>
<CAPTION>
                           Jan-00  Feb-00   Mar-00   Apr-00   May-00   Jun-00   Jul-00   Aug-00   Sep-00   Oct-00   Nov-00   Dec-00
<S>                        <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>

</TABLE>

<PAGE>   16
                                    EXHIBIT B
                               RETAINED EMPLOYEES

<TABLE>
<CAPTION>
NAME                                       ID#
----                                       ---
<S>                                        <C>
Badola, Anil                               # 2280
Balakrishnan, Sridhar                      # 2036
Boghra, Arunkumar                          # 479
Chandran, Karthikeyan                      # 2010
Dasari, Nageswararao                       # 2251
Desai, Sheetal                             # 2221
Errangutla, Mahesh                         # 606
Gadre, Veerdhaval                          # 761
Gaur, Harish                               # 1970
Gorde, Ajay                                # 285
Guduru, Vidyasaagar                        # 2298
Kalapatapu, Rama Sastry                    # 827
Kalvit, Hemant                             # 910
Kanyan, Mathew                             # 1847
Kelwalkar, Anil Balakrishna                # 1931
Keswani, Haresh                            # 1635
Kolukuluri, Trivikram                      # 808
Koneru, Padma                              # 628
Krishnan, Vilayanur P.                     # 2155
Kumar, Manish                              # 2128
Kumar, Raj                                 # 629
Kuttalingam, Vannamuthu                    # 1524
Lanka     , Kutumba                        # 413
Madhavi, Nandyala                          # 767
Madhineni, Madhukar                        # 684
Mathur, Praveen                            # 1932
Mohammad, Asif                             # 348
Mopati, Krishna                            # 369
Morarji, Dhirendra                         # 1522
Mysore, Prashanth                          # 1924
Nagwekar, Suraj                            # 1508
Nair, Rajan                                # 732
Nallapaneni, Netaji                        # 831
Narne, Aravind                             # 2327

Natarajan, Sambamoorthy                    # 228
Nath, Mohan                                # 706
Padmala, Srinivas Rao                      # 1816
Palvai, Sreedhar                           # 1898
Parekh, Hitesh                             # 1683
Pavuluri, Kiran                            # 1509
Prasani, Vineet Rayroth                    # 159
Rajagopal, Raghu                           # 326
Ramachandran, Aravind                      # 1554
Ramaswamy, Prakash                         # 2300
Rao, Shashikant                            # 1859
Ray, Pragnesh                              # 1813
Reddy, Venugopal                           # 97
Roche, Conrad                              # 2290
Roy, Ashok                                 # 1596
Sahoo, Rabi Narayan                        # 1877
Sahu, Gajendra Kumar                       # 2163
Sawant, Sudhir                             # 535
Sheth, Tushar                              # 1592
Sindhwani, Manesh                          # 1846
Soman, Kshitish                            # 708
Srinivasan, Girish                         # 1958
Srinivasan, Sridhar                        # 562
Suki, Geetanjali                           # 2023
Sunkam, Sreehari                           # 638
Susarla, Bharat                            # 1710
Thirugnanam, Gomathi                       # 1963
Vedavyas, Balram                           # 725
Wahi, Saurabh                              # 181
Zentelis  , Nicolas                        # 1927
Kanthi, Hanumanth                          not assigned
Guntupalli, Bharat                         not assigned
Aruminathan, William S                     not assigned
Sharan, Jaya                               not assigned
</TABLE>