FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT
               --------------------------------------------------


     THIS FIRST AMENDMENT TO REVOLVING  CREDIT LOAN AGREEMENT (the  "Amendment")
is made this 26th day of January, 2000, by and between INTELLIGROUP, INC., a New
Jersey  corporation  (the  "Borrower")  and PNC BANK,  NATIONAL  ASSOCIATION,  a
national banking association (the "Lender").

     WHEREAS,  the  Borrower  and the Lender are parties to a certain  Revolving
Credit Loan Agreement dated January 29, 1999 (the "Loan Agreement"), relating to
financing by the Lender to the Borrower  (all  capitalized  terms used,  but not
specifically  defined herein,  shall have the meaning provided for such terms in
the Loan Agreement); and

     WHEREAS,  certain  Events of Default have occurred under the Loan Agreement
with respect to the financial covenants as set forth in Article VIII of the Loan
Agreement; and

     WHEREAS,  the  Borrower has  requested  and the Lender has agreed to, among
other  things,  waive  such  Events  of  Default  and  amend  certain  terms and
conditions of the Loan Agreement as set forth herein; and

     WHEREAS,  as  a  condition  precedent  to  the  Lender  entering  into  the
Amendment,  the Lender requires that the Borrower and all domestic  Subsidiaries
pledge   substantially  all  of  their  assets  to  the  Lender  to  secure  the
Obligations; and

     WHEREAS,  to induce the Lender to amend certain terms and conditions of the
Loan Agreement, the Borrower has offered to execute and deliver the Amendment.

     NOW,  THEREFORE,  in  consideration  of the foregoing and of other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Lender and the Borrower agree as follows:

     1. The term  "Revolving  Credit  Facility" in the first recital of the Loan
Agreement is hereby amended from "up to Thirty Million ($30,000,000.00) Dollars"
to "up to Fifteen Million ($15,000,000.00) Dollars".

     2. Article I of the Loan  Agreement,  the  definition of (i)  "Consolidated
EBITDA" is amended by adding the word  "(Loss)"  after the word  "Income" on the
third line  thereof  and adding  "and (d)  non-recurring  items"  after the word
"operations"  on the last line  thereof  and (ii)  "Consolidated  Net Income" is
amended by adding the word  "(Loss)"  after the word  "Income"  on the first and
third lines thereof.

     3. Article I of the Loan Agreement is hereby amended by

<PAGE>

adding the following new Subsections as follows:

          "Borrowing  Certificate":  The  borrowing  certificate  in the form of
           ----------------------
Exhibit "G" annexed hereto and made a part hereof.

          "Collateral": All --
           ----------------

          (i)  inventory  of  the  Borrower,  whether  now  owned  or  hereafter
acquired,  including,  without  limitation,  raw  materials,  work  in  process,
finished goods, consigned inventory,  and materials used or consumed in business
and other goods held for sale or lease or  furnished  or to be  furnished  under
contracts of service;

          (ii)  accounts  of the  Borrower,  whether now  existing or  hereafter
arising,  including,  without  limitation,  all accounts receivable and contract
rights  and any  rights  to  payment  for goods  sold or leased or for  services
rendered which are not evidenced by an instrument or chattel  paper,  whether or
not such rights have been earned by performance;

          (iii)  equipment  of the  Borrower,  whether  now  owned or  hereafter
acquired,  including,  without  limitation,   machinery,  trade  and  production
equipment,  furniture,  furnishings,  fixtures,  and all other goods used by the
Borrower which do not constitute inventory or farm products;

          (iv)   instruments   (including,   without   limitation,    negotiable
instruments and non-negotiable  instruments),  investment  property  (including,
without limitation, certificated securities, uncertificated securities, security
entitlements,  securities accounts, commodity contracts and commodity accounts),
chattel paper, general intangibles  (including,  without limitation,  income tax
refunds, copyrights, licenses, rights, patents, patent rights, franchise rights,
distributorship  rights,  trademarks,  trademark rights, trade dress,  formulae,
customer lists, goodwill, and trade secrets), and documents of title (including,
without limitation, bills of lading, dock warrants, dock receipts, and warehouse
receipts),  all of the  Borrower,  whether now owned or  existing  or  hereafter
arising or acquired;

          (v)  interests  of the Borrower in goods or  merchandise,  whether now
owned or  existing  or  hereafter  arising or  acquired,  as to which an account
receivable has arisen; and

          (vi)  as to all of the  foregoing  (i)  through  (v)  inclusive,  cash
proceeds,  non-cash  proceeds and products  thereof,  additions  and  accessions
thereto,  replacements  and  substitutions  therefor,  and  all  related  books,
records, journals, computer print-outs and data, of the Borrower.

          "Qualified Account Receivable":  An account receivable which meets all
           ----------------------------
of the following  requirements from the time it



                                      -2-
<PAGE>

comes into existence until it is collected in full -

          (i) The account  receivable has not been  outstanding more than ninety
(90) days from the date of the invoice evidencing the account receivable. In the
event more than thirty (30%)  percent of the accounts  receivable  from a single
account debtor or group of affiliated  account  debtors is more than ninety (90)
days outstanding from the date of the invoice,  any and all accounts  receivable
due from such single account debtor or group of affiliated account debtors shall
be deemed unqualified;

          (ii) In the  event  the  account  receivable  from the  three  largest
account  debtors or group of  affiliated  account  debtors is in excess of sixty
(60%) percent of total accounts receivable of the Borrower, that portion of such
aggregate  accounts  receivable  in  excess  of such  percentage  shall not be a
Qualified Account  Receivable for the purposes herein,  unless credit insurance,
acceptable to the Lender, against such account receivables, has been assigned to
the Lender;

          (iii) The  account  receivable  arose out of an  enforceable  order or
contract for the performance of services by the Borrower,  which have been fully
and satisfactorily performed, or from the absolute sale of goods by the Borrower
in which the  Borrower had the sole and complete  ownership,  all in  accordance
with such order or contract  (including  contracts  in which  payments are to be
made according to time and materials  billing),  and the goods have been shipped
or delivered to the account debtor, evidence of which the Borrower has delivered
or will deliver to the Lender, if requested by the Lender,  such as invoices and
shipping and delivery  receipts.  Without  limiting this paragraph,  the account
receivable must have arisen from  transactions with third parties located in the
United  States of  America,  or  otherwise  where  secured by a letter of credit
acceptable to the Lender;

          (iv)  The  Borrower  has  sole  and  absolute  title  to  the  account
receivable,  the account  receivable  is not subject to any prior or  subsequent
Liens  except for that of the Lender and the account  receivable  does not arise
out of an order or  contract  which,  by its  terms,  forbids  or makes  void or
unenforceable the Liens thereon of the Lender;

          (v) The Lender  shall have a  perfected  security  interest,  first in
priority, upon the account receivable;

          (vi) The Borrower has not received any note, trade  acceptance,  draft
or other instrument with respect to or in payment for the account receivable nor
any  chattel  paper  with  respect  to the  goods  giving  rise  to the  account
receivable,  except such  instruments or chattel paper of which the Borrower has
notified the Lender;

                                      -3-
<PAGE>

          (vii)  The  account   receivable  is  not  subject  to  any  set  off,
counterclaim,  defense,  allowance or adjustment other than discounts for prompt
payment  shown on the  invoice,  or to dispute,  objection  or  complaint by the
account  debtor  concerning  its  liability on the account  receivable,  and the
goods,  the sale of which  gave rise to the  account  receivable,  have not been
returned,  rejected,  lost or damaged,  and the amount  shown on the  Borrower's
books and on any invoice or  statement  delivered  to the Lender is owing to the
Borrower, and no partial payment has been made thereon by anyone;

          (viii) The account receivable arose in the ordinary course of business
of  the  Borrower  and  no  notice  of  bankruptcy,  receivership,   insolvency,
dissolution,  termination of existence,  credit  impairment,  or the like of the
account  debtor,  and no notice of death of the  account  debtor or any  partner
thereof, has been received by the Borrower or the Lender;

          (ix) The account debtor  obligated on the account  receivable is not a
Person  which  directly  or  indirectly,  through  one or  more  intermediaries,
controls,  or is controlled  by, or is under common  control with, the Borrower,
including,  without  limitation,  any Subsidiary or Affiliate as to the Borrower
and the Borrower as to any Subsidiary or Affiliate;

          (x)  The  Lender  has not  notified  the  Borrower  that  the  account
receivable or account  debtor is  unsatisfactory  in the sole  discretion of the
Lender due to lack of creditworthiness of the account debtor; and

          (xi) Any of the  accounts  receivable  which arose out of  contract(s)
with  the  United   States  of  America,   or  its   departments,   agencies  or
instrumentalities,  of which the  Borrower  has notified the Lender and executed
any  necessary  writings in order that all money due or to become due under such
contracts  shall be assigned to the Lender and proper  notice of the  assignment
given under the Federal Assignment of Claims Act.

     For the purposes of this Section,  "Qualified Unbilled Accounts Receivable"
shall mean Qualified Accounts Receivable that have not been invoiced, but all of
the work for such invoice has been performed and completed and is expected to be
billed within thirty (30) days of completion of such work.

     4. Article I of the Loan Agreement, the terms "Commitment" and "Rating
Matrix", are hereby amended and changed to read as follows:

          "Commitment" shall mean, at any particular time during the term of the
           ----------
Revolving Credit Facility, the principal amount of the Revolving Credit Facility
which the  Lender has  committed  to make  available  to the  Borrower,  as said
principal amount may be permanently  reduced by the Borrower pursuant to Section
                                                                         -------

                                      -4-
<PAGE>

2.01(v) of this Loan  Agreement.  As of the date of the  Amendment,  the initial
-------
amount committed is $15,000,000.00.

          "Rating  Matrix"  shall  mean the  following  matrix  upon  which  (i)
           --------------
interest rates  described in Section 2.02 hereof and (ii) certain fees described
                             ------------
in  Section  2.03  hereof  are   determined  on  the  basis  of  the  Borrower's
    -------------
Consolidated Cash Flow Leverage Ratio:

                   (All Amounts Expressed in Basis Points)

      Consolidated Cash Flow  Applicable  Applicable
      Leverage Ratio                      Index            Margin*
------------------------------------------------------------------
I     less than 1.00 to 1                 25.0              150.0

II    less than 1.50 to 1 but
      greater than or equal
      to 1.00 to 1                        25.0              175.0

III   less than 2.00 to 1 but
      greater than or equal
      to 1.50 to 1                        30.0              225.00

IV    less than or equal to
      2.50 to 1 but greater
      than 2.00 to 1                      35.0              250.00

*   Any adjustment to the Eurodollar  Rate Option as a result of a change to the
Consolidated  Cash Flow Leverage Ratio shall not take effect until the first day
of the subsequent Fiscal Quarter following the receipt of the calculation of the
Consolidated  Cash Flow Leverage  Ratio from the  Borrower.  For the purposes of
this  Amendment,  pricing shall be  established  at Level IV  hereinabove  until
receipt and satisfactory  review by Lender of the financial  reports as required
by Article V of the Loan Agreement for the Fiscal Quarter ended June 30, 2000.

     5. Article II of the Loan Agreement, Section 2.01(i) is hereby amended and
changed to read as follows:

          "Section 2.01 Revolving Credit Facility.
                        -------------------------

          (i) Availability. (a) Subject to the terms and conditions set forth in
              ------------
this Loan  Agreement and provided no Event of Default shall have occurred and be
continuing, the Lender hereby agrees to make available to the Borrower from time
to time  during  the  period  from the  Closing  Date to the  Business  Day next
preceding  the  Revolving  Credit  Termination  Date,   revolving  credit  loans
(hereinafter  each  individually  referred to as a  "Revolving  Credit Loan" and
collectively referred to as the "Revolving Credit Loans") in amounts which shall
not  exceed,  in the  aggregate  for all  Revolving  Credit  Loans  at any  time
outstanding, the lesser of (i) the Commitment, or (ii) up to eighty (80%)


                                      -5-
<PAGE>

percent of the Qualified  Accounts  Receivable plus, until April 30, 2000, up to
twenty-five (25%) percent of Qualified  Unbilled Accounts  Receivable.  Advances
against  Qualified  Unbilled  Accounts   Receivable  shall  at  no  time  exceed
$2,000,000.00 in the aggregate and Qualified Unbilled Accounts  Receivable shall
not be available  for  calculation  of the  borrowing  formulas set forth herein
after April 30,  2000.  The  Revolving  Credit  Loans shall be  evidenced by the
Amended and Restated Revolving Credit Loan Note. The Lender is hereby authorized
to record the date and amount of each  Revolving  Credit Loan made by the Lender
and the date and amount of each payment or prepayment of principal  thereof made
by the  Borrower  on the  schedule  annexed  to and  constituting  a part of the
Amended and Restated  Revolving Credit Loan Note, and any such recordation shall
constitute  prima facie evidence of the accuracy of the information so recorded.
At no time shall the aggregate outstanding Revolving Credit Loans exceed Fifteen
Million  ($15,000,000.00)  Dollars.  If the outstanding  amount of the Revolving
Credit Loans shall  exceed the amount of the  Revolving  Credit  Facility at any
time,  such excess shall be immediately  due and payable to the Lender and shall
be secured by the Collateral."

     6.  Article  II of the Loan  Agreement  is hereby  amended  by  adding  new
Sections 2.12 and 2.13 as follows:

          "2.12 Security Interest.  In consideration of the Lender's granting to
                -----------------
the Borrower the Revolving Credit Loans and Letters of Credit in accordance with
the terms and conditions of this Loan Agreement, the Borrower, to secure payment
and performance of all of the Obligations of the Borrower to the Lender,  hereby
grants to the Lender a  security  interest  in the  Collateral,  which  security
interest  shall remain in full force and effect until all of the  Obligations of
the Borrower to the Lender are fully paid and satisfied.

          2.13  Collateral  and  Proceeds  of  Collateral.   The  Lender  hereby
                -----------------------------------------
authorizes and permits the Borrower to receive all amounts due on the Collateral
from the account debtor thereof, as Lender's collection agent, but at Borrower's
own cost and expense  subject to the  direction and control of the Lender at all
times.  Upon the occurrence  and during the  continuance of an Event of Default,
the Lender may terminate said authority and permission at any time."

     7.  Article  IV of the Loan  Agreement  is hereby  amended  by  adding  new
Sections 4.04 and 4.05 as follows:

          "4.04 Lender's Security Interest. The security interest granted by the
                --------------------------
Borrower  to the  Lender  is a valid  and  perfected  security  interest  in the
Collateral and the Agreement is enforceable in accordance with its terms."

          "4.05 Place of Business. (a) The Borrower's
                -----------------

                                      -6-
<PAGE>

principal  place of business and all other  places of business and  locations of
the Borrower's Collateral are as set forth on Schedule 4.05.

          (b) Location of Collateral and Books and Records.
              --------------------------------------------

                  (i) With  the  exception  of  lap-top  computers  owned by the
Borrower and utilized by its employees, all of the Collateral is located only at
the addresses set forth on Schedule 4.05.

                  (ii)  All  of the  records  of the  Borrower  relating  to the
Collateral,  and the  other  books,  records,  journals,  orders,  receipts  and
correspondence  of the  Borrower,  are  located at only the  principal  place of
business  and other  places of  business of the  Borrower  set forth in Schedule
4.05,  except the  corporate  minute  books and related  records of the Borrower
which are or may be maintained at the office of the Borrower's counsel."

     8.   Article V of the Loan  Agreement, Sections  5.02(i) and  5.02(ii)  are
hereby amended by adding the following sentence at the end of each Section:

          "Such  information  shall  include  a report  prepared  by  management
stating in  comparative  form the  corresponding  figures from the  consolidated
budget of the Borrower and Subsidiaries for such period."

     9.   Article V of the Loan  Agreement, Section  5.02,  is hereby amended by
adding new Subsections (xi), (xii), (xiii) and (xiv) as follows:

          (xi) Financial Reporting Requirements.
               --------------------------------

               The Borrower shall deliver to the Lender the following:

               (a)   Upon  each  request  for an  advance  under  the  Revolving
Credit Loan, a Borrowing Certificate;

               (b)   Within  fifteen  (15) days  after the end of each  calendar
month  (commencing  with the  month in which  this  Amendment  is  executed  and
continuing  until all of the  Obligations  of the  Borrower  to the  Lender  are
satisfied) a Borrowing  Certificate and an aging report,  setting forth, in such
form as the Lender shall reasonably require, the amount or amounts due and owing
on, and aging of, the accounts receivable of the Borrower according to the books
and records of the Borrower as of the close of such  preceding  calendar  month,
together with a  reconciliation  report  satisfactory  to the Lender showing all
sales,  collections,  payments and  adjustments  to accounts  receivable  on the
Borrower's books as of the close of the



                                      -7-
<PAGE>

preceding month.

          (xii)  Qualified  Accounts Receivable.  The Borrower shall not, to its
                 ------------------------------
knowledge at such time, submit or represent to the Lender any account receivable
as a Qualified  Account  Receivable or Qualified  Unbilled  Accounts  Receivable
which does not meet every  requirement  in every respect of a Qualified  Account
Receivable or Qualified  Unbilled Accounts  Receivable,  as the case may be, and
shall  notify the Lender  promptly,  in  writing,  when any  account  receivable
against which a loan or advance was, or may be, made pursuant to Section 2.01(a)
ceases to meet any of those requirements.

          (xiii) Additional Collateral.
                 ---------------------

                 (a)    The  Borrower  shall  deliver  to  the  Lender  (i)  all
instruments and chattel paper  (including all executed  copies  thereof,  except
such executed copies retained by the obligors thereunder)  representing proceeds
of Collateral, and (ii) promptly at the Lender's request, all invoices, original
bills of lading,  documents of title, original contracts, and any other writings
relating thereto,  and other writings or evidence of performance of contracts or
evidence of shipment or delivery of the merchandise sold or services rendered in
connection therewith;  and the Borrower shall deliver to the Lender, promptly at
the Lender's request, from time to time, additional copies of any or all of such
papers or writings,  and such other  information with respect to any of the said
Collateral and such schedules of accounts receivable and other writings,  as the
Lender may in its sole  discretion deem to be necessary or effectual to evidence
any loan made pursuant to this Agreement or to evidence,  enforce or perfect the
Lender's  security interest in the Collateral,  to facilitate  collection of the
Collateral, or to carry into effect the provisions and intent of this Agreement,
all at the sole expense of the Borrower.

                 (b)   The  Lender  may from time to time in the  Lender's  sole
discretion  hold and treat any deposits or other sums at any time credited by or
due from the Lender to the Borrower and any  securities or other property of the
Borrower in possession of the Lender,  whether for safekeeping or otherwise,  as
collateral  security  for  and  apply  or set off the  same  against  any of the
Obligations  of the Borrower to the Lender.  Without  limiting the generality of
the foregoing,  if at any time the amount of the loans or advances by the Lender
as allowed by this  Agreement  shall be exceeded,  the Borrower shall pay to the
Lender, in immediately  available funds, the amount of such excess if the Lender
so requests, or the Lender may charge such amount against any deposit account of
the Borrower with the Lender.

          (xiv)  Accounts  Relating  to  Contracts  With the  United  States  of
                 ---------------------------------------------------------------
America.  If  any  of  the  accounts,  chattel  paper,  general  intangibles  or
-------
instruments constituting Collateral arise out of



                                      -8-
<PAGE>

contracts  with  the  United  States  or  any of its  departments,  agencies  or
instrumentalities,  the  Borrower  shall  notify  the  Lender  and  execute  any
necessary  writings  in order  that all money due or to  become  due under  such
contracts  shall be assigned to the Lender and proper  notice of the  assignment
given under the Federal Assignment of Claims Act."

     10.  Article VI of the Loan  Agreement,  Section 6.05, is hereby amended by
adding the following to the end of the Section:

          "The  Borrower  shall,   and  shall  cause  each  domestic   Corporate
Guarantor,  to cause all such  insurance  policies  to name the Lender as lender
loss payee and additional insured."

     11.  Article VII of the Loan Agreement,  Section 7.02(ii) is hereby amended
and changed to read as follows:

          "(ii) As used in this Section 7.02, a sale, other disposition or lease
of assets  shall be deemed to cover a  "substantial  part" of the  assets of the
Borrower and the  Corporate  Guarantors  only if, on a pro forma basis,  the net
book value of such assets  when added to the net book value of all other  assets
sold,  otherwise  disposed  of or  leased  by the  Borrower  and  the  Corporate
Guarantors during any Fiscal Year of such sale, other disposition or lease, on a
consolidated  basis  exceeds  five  (5%)  percent  of the  consolidated  assets,
provided however,  notwithstanding the foregoing,  the Borrower may transfer its
assets  pertaining to its internet  business to SeraNova,  Inc., a  wholly-owned
Subsidiary  of the  Borrower  and  such  transfer  shall  not be  considered  in
determining whether the five (5%) percent threshold above has been exceeded."

     12.  Article VII of the Loan Agreement,  Section 7.04 is hereby amended and
changed by adding new subsection (viii) as follows:

          "(viii)  Debt  due  from   SeraNova,   Inc.  which  shall  not  exceed
$10,000,000.00 at any time.

     13.  Article VII of the Loan Agreement,  Section 7.11 is hereby amended and
changed by adding new subsections (iv) and (v) as follows:

          "(iv)  Notwithstanding  anything herein to the contrary,  the Borrower
may execute and deliver to the Lender  agreements  of guaranty  with  respect to
credit  extended by the Lender to SeraNova,  Inc., a wholly-owned  Subsidiary of
the Borrower.

          (v)  Contingent  Obligations  contemplated  by the Loan  Agreement  as
amended by the Amendment."

     14.  Article VIII of the Loan Agreement,  Sections 8.02 and



                                      -9-
<PAGE>

8.03 are hereby amended and changed to read as follows:

          "8.02 Minimum  Consolidated  Net Worth.  The Borrower shall maintain a
                --------------------------------
Consolidated Net Worth of no less than the following  amounts for the applicable
Fiscal Quarter:

                                                Minimum
            Fiscal Quarter Ended          Consolidated Net Worth
            --------------------          ----------------------

            December 31, 1999                  $45,950,000.00
            March 31, 2000                     $45,400,000.00
            June 30, 2000                      $47,800,000.00
            September 30, 2000                 $50,200,000.00

plus one hundred  (100%)  percent of net cash  proceeds from the issuance by the
----
Borrower,  if at all, of additional  equity  securities or other equity  capital
investments after September 30, 1999.

Thereafter,  the Borrower will not at any time permit its Consolidated Net Worth
to be less than an amount equal to the sum of (i) $50,200,000.00 plus (ii) fifty
                                                                 ----
(50%)  percent of the positive  Consolidated  Net Income for the Fiscal  Quarter
ending  December  31,  2000,  plus (iii)  fifty  (50%)  percent of the  positive
                              ----
Consolidated  Net Income for each Fiscal Year ending  after  December  31, 2000,
plus (iv) an amount  equal to one hundred  (100%)  percent of net cash  proceeds
----
from the issuance by the Borrower after September 30, 1999, of additional equity
securities or other equity capital investments.

          8.03  Capital  Expenditures.  The  Borrower  shall not enter  into any
                ---------------------
agreement  to purchase  and/or pay for, or become  obligated  to pay for capital
expenditures, long term leases, Capital Leases or sale lease-backs, in an amount
at any time outstanding aggregating in excess of $5,000,000.00 during any Fiscal
Year.

                It is agreed and  understood that for the  Fiscal Quarters ended
December 31, 1999 through and including  September  30, 2000 only,  the Borrower
shall not be required to comply with the requirements of Sections 8.01,  Maximum
Consolidated Cash Flow Leverage Ratio and 8.04, Minimum Fixed
Charge Coverage Ratio."

     15.  Article  VIII of the Loan  Agreement  is hereby  amended by adding new
Section 8.05 as follows:

          "Section 8.05 Minimum Consolidated EBITDA. The Borrower shall maintain
                        ---------------------------
a Consolidated  EBITDA of no less than the following  amounts for the applicable
Fiscal Quarter:

                                      -10-
<PAGE>

            Fiscal Quarter Ended          Minimum Consolidated EBITDA
            --------------------          ---------------------------

            December 31, 1999                   ($750,000.00)
            March 31, 2000                           -0-
            June 30, 2000                      $4,500,000.00
            September 30, 2000 and
            each Fiscal Quarter thereafter     $4,500,000.00

     16.  Article IX of the Loan  Agreement,  Section 9.02 is hereby  amended by
adding new Subsections (iv) through (xi) as follows:

          "(iv) Upon the  occurrence  and during the  continuance of an Event of
Default, endorse the name of the Borrower upon any and all checks, drafts, money
orders and other  instruments for the payment of monies which are payable to the
Borrower and constitute proceeds of the Collateral;

          (v) Sign  financing  statements in the name of the  Borrower,  or file
financing statements without the Borrower's signature,  in any relevant state to
perfect  or  maintain  the  Lender's  security  interest  in  any  or all of the
Collateral;

          (vi) The Lender shall have all of those  rights and remedies  provided
in the Loan Documents,  in the Uniform  Commercial Code and other applicable law
in force and effect in New Jersey from time to time;

          (vii) Upon the  occurrence  and during the  continuance of an Event of
Default,  in  protecting,  exercising  or  enforcing  its  interests,  rights or
remedies under this  Agreement,  receive,  open and dispose of mail addressed to
the Borrower, provided that the Lender shall return to the Borrower all mail not
related  to the  Collateral  or to any of  the  Obligations,  and in  connection
therewith,  give such  notice to any office or  officials  of the United  States
Postal Service,  or any successor thereof,  to effect such changes of address as
the Lender may deem  necessary so that all mail addressed to the Borrower may be
delivered directly to the Lender;

          (viii)  Require the  Borrower to assemble the  Collateral  and make it
available at the principal  place of business or other places of business of the
Borrower to allow the Lender to take possession or dispose of the Collateral;

          (ix) Take possession of and sell or otherwise dispose of any or all of
the Collateral at public or private sale, and if notice of such sale or of other
action by the Lender is required by applicable law, the Borrower agrees that ten
(10) days notice to the Borrower shall be  sufficient,  which the Lender and the
Borrower herewith agree to be commercially reasonable;

          (x) Subrogate to all of the Borrower's interests,



                                      -11-
<PAGE>

rights and remedies in respect to the  Collateral,  including  the right to stop
delivery,  and (upon  notice  from the  Borrower  that the  account  debtor  has
returned,  rejected, revoked acceptance of or failed to return the goods or that
the goods have been reconsigned or diverted) the right to take possession of and
to sell or dispose of the goods; and

          (xi) The Lender may send a notice of  assignment  and/or notice of the
Lender's  security interest to any and all account debtors or to any third party
holding or otherwise  concerned with any of the  Collateral,  and thereafter the
Lender shall have the sole right to collect the accounts  receivable and/or take
possession of the Collateral and the books and records relating thereto.

     No remedy referred to herein is intended to be exclusive, but each shall be
cumulative  and in addition to any other  remedy  referred to above or otherwise
available  to the  Lender  at law or in  equity.  The  Lender  shall be under no
obligation  whatsoever to proceed first against the Collateral before proceeding
against any other of the Collateral.  It is expressly agreed and understood that
all of the Collateral stands as equal security for all Obligations, and that the
Lender  shall  have  the  right  to  proceed  against  or sell any or all of the
Collateral  in  any  order  or  simultaneously,  as  the  Lender,  in  its  sole
discretion, shall determine."

     17. Upon execution of this Amendment,  the Borrower shall pay the Lender an
amendment  and  waiver  fee of  $100,000.00  which  shall  be fully  earned  and
non-refundable upon receipt.

     18. The Borrower shall pay on demand all reasonable  legal fees,  recording
expenses and other reasonable and necessary disbursements of the Lender incident
to the preparation, execution and delivery of this Amendment.

     19. The Borrower  acknowledges  that its obligations to the Lender pursuant
to the Loan Agreement,  as amended herein,  are due and owing by the Borrower to
the Lender without any defenses, set-offs,  recoupments, claims or counterclaims
of any kind as of the  date  hereof.  To the  extent  that  any  such  defenses,
set-offs,  recoupments, claims or counterclaims may exist as of the date hereof,
the Borrower waives and releases the Lender from the same.

     20. The  Borrower  hereby  agrees  with,  reaffirms  and  acknowledges  the
representations and warranties contained in the Loan Agreement. Furthermore, the
Borrower  represents that the  representations  and warranties  contained in the
Loan Agreement continue to be true and in full force and effect. This agreement,
reaffirmation and  acknowledgment is given to the Lender by the Borrower without
defenses,  claims or  counterclaims  of any kind.  To the  extent  that any such
defenses,  claims or



                                      -12-
<PAGE>

counterclaims against the Lender may exist, the Borrower waives and releases the
Lender from the same.

      21. The Borrower ratifies and reaffirms all terms,  covenants,  conditions
and agreements contained in the Loan Agreement.

      22. All other terms and conditions of the Loan Agreement,  and any and all
Exhibits annexed thereto and all other writings submitted by the Borrower to the
Lender pursuant thereto, shall remain unchanged and in full force and effect.

      23. This Amendment shall not constitute a waiver or modification of any of
the Lender's rights and remedies or of any of the terms, conditions, warranties,
representations,  or  covenants  contained  in the  Loan  Agreement,  except  as
specifically  set forth above,  and the Lender hereby reserves all of its rights
and remedies pursuant to the Loan Agreement and applicable law.

      24. The failure of the Borrower to satisfy any of the terms and conditions
of this Amendment shall constitute an Event of Default under the Loan Agreement,
and the Lender  shall be  entitled to all of its rights and  remedies  under the
Loan Agreement and applicable law.

      25. This Amendment may be executed in  counterparts,  each of which,  when
taken together, shall be deemed to be one and the same instrument.

      Executed on the date first written above.


WITNESS:                                  INTELLIGROUP, INC.


/s/ Edward G. Carr                        By: /s/ Nicholas Visco
---------------------------------            ----------------------
Edward G. Carr


                                          PNC BANK, NATIONAL ASSOCIATION


                                          By: /s/ Gary Wessels
                                             ----------------------
                                              Gary Wessels,
                                              Vice President