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                              SEPARATION AGREEMENT

         THIS SEPARATION AGREEMENT ("Agreement") is entered into this date by
and between Ed Carr (hereinafter referred to as "Carr") and Intelligroup, Inc.
("Intelligroup") (collectively "Parties").

         WHEREAS Carr, the acting Chief Financial Officer of Intelligroup, and
Intelligroup had previously executed an employment agreement dated December 9,
1999 and amended April 15, 2002 setting forth certain rights and obligations of
the Parties (the "Employment Agreement"); and

         WHEREAS the Parties wish to resolve all matters relating to the
Employment Agreement and the resignation of Carr in an amicable fashion; and

         WHEREAS in consideration of the mutual covenants and promises contained
herein, and intending to be legally bound, the Parties mutually agree as
follows:

         1. Carr shall resign in good standing his employment with Intelligroup
effective April 9, 2004 ("Resignation Date"), and he will be paid at his regular
salary and benefits through such date. Intelligroup agrees to reimburse Carr in
full for all reasonable business expenses incurred on or before the Resignation
Date, in accordance with Intelligroup's normal practices and policies for such
reimbursements.

         2. Intelligroup agrees to pay Carr a bonus in the amount of twenty
thousand dollars ($20,000) (the "Bonus Payment"). The Bonus Payment shall be
included in Carr's final paycheck for the period ending with the resignation
date and shall be made in accordance with Intelligroup's standard payroll
practices, including the withholding of applicable federal and state payroll
taxes.

         3. At the time of payment of Carr's final paycheck for the period
ending with the Resignation Date, Intelligroup will separately issue a lump sum
payment representing the amount of any accrued, unused vacation time, less
applicable state and federal payroll taxes.

         4. Intelligroup agrees to provide reasonable assistance to Carr with
regard to his exercise of available stock options. Notwithstanding the
foregoing, Carr understands and is aware that he alone is responsible for
determining whether or not he is in compliance with all insider trading law and
regulation relating to the trading of Intelligroup stock and is advised to
consult with his personal attorney in this regard. If necessary and to the
extent allowed by operation of law, Intelligroup further agrees to prepare and
file all necessary reporting of such transactions on behalf of Carr as may be
required by the Securities and Exchange Commission ("SEC"), including but not
limited to forms 4 and 5, for any transactions involving Intelligroup stock.

         5. Carr and Intelligroup, for and in consideration of certain benefits
set forth in this Agreement, hereby irrevocably and unconditionally release and
forever discharge all claims, cause(s) of action, and suit(s), either party had
or may have against the other, known or unknown, including, without limitation,
any claims that may or have arisen out of any agreements between Carr and
Intelligroup (other than those discussed in Section 7), Carr's employment with
and separation from Intelligroup, any claims for breach of contract or claims
under the New Jersey Law Against Discrimination, New Jersey Conscientious
Employee Protection Act, Title VII of the Civil Rights Act of 1964, as amended,
the Civil Rights Act of 1866, as amended, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1967, as amended, any state or federal
anti-discrimination or anti-retaliation statute and any and all other claims,
known or unknown through the date of this Agreement. The only claims excluded
from the foregoing include any claims relating to enforcement of the terms of
this Agreement.

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         6. All rights and obligations contained in the Indemnification
Agreement entered into between Carr and Intelligroup, dated December 8, 2003,
shall remain in full force and effect. In particular, consistent with the terms
of the Indemnification Agreement, Intelligroup agrees to continue to indemnify
Carr with regard to any act or omission committed by Carr up to and including
the Resignation Date that would be covered by the Indemnification Agreement
notwithstanding the fact that he is no longer employed by Intelligroup and/or
that the claim may be made after the Resignation Date. To the extent called upon
by Intelligroup, Carr agrees at Intelligroup's expense to reasonably assist and
support Intelligroup with any future claims, court proceedings, litigation or
other similar matters in which Carr has material knowledge, but should such
assistance or support require a significant commitment of time the Parties agree
that Carr shall receive reasonable compensation for such time.

         7. Rights and obligations contained in the Employment Agreement with
respect to the Non-Disclosure of Information, the Surrender of Confidential
Information, the Limitation on Other Activities and Non-Solicitation shall
survive pursuant to the terms and conditions of the Employment Agreement.

         8. The Parties agree that any requests for references for Carr will
only be directed to the VP of Human Resources of Intelligroup. Intelligroup
agrees that in response to such reference requests, favorable or neutral
references will be provided.

         9. Carr represents that he will in no way disparage Intelligroup
including, without limitation, its management and its Board, or make or solicit
any comments, statements, or the like to any customers, partners, shareholders,
media or others that may be considered derogatory or detrimental to the good
name and business reputation of Intelligroup or any of the foregoing parties. In
addition, Intelligroup represents that it will undertake best efforts to ensure
that its employees do not disparage or make any comments, statements or the like
that may be considered derogatory or detrimental to the good name and reputation
of Carr.

         10. Carr shall, at Intelligroup's reasonable request and at
Intelligroup's expense, make himself available to reasonably consult with
Intelligroup telephonically and/or via e-mail on matters of which he has
material knowledge for no less than sixty (60) days following the execution of
this Agreement.

         11. The parties agree that the representation letters signed by Carr in
relation to Intelligroup's 10-k for FY2003 shall be incorporated herein by
reference and that the parties rely upon the veracity of such representations in
entering into this Agreement. The parties further agree that such letters were
executed to the best of Carr's knowledge.

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         12. The Parties represent and acknowledge that they have had a
reasonable amount of time to consider this Agreement, and that in executing this
Agreement rely entirely upon their own judgment, beliefs and interests and the
advice of their counsel, and they do not rely and have not relied upon any
representation or statement made by the other party, or by any agents,
representatives or attorneys of the other party, with regard to the subject
matter, basis or effect of this Agreement or otherwise, other than as
specifically stated in this Agreement. The parties specifically acknowledge that
all releases contained herein are knowing and voluntary.

         13. This Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective heirs, executors, administrators,
predecessors, successors and assigns.

         14. This Agreement is made under the laws of the State of New Jersey
and shall be governed by and construed in accordance with such laws.

         15. Should any provisions of this Agreement be held to be illegal, void
or unenforceable, such provision shall be of no force and effect. However, the
illegality or unenforceability of any such provision shall have no effect upon,
and shall not impair the enforceability of, any other provision of this
Agreement.

         16. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute a
single instrument.

IN WITNESS WHEREOF, the parties, intending to be legally bound and representing
that they have the legal authority to execute this agreement, have signed and
dated this agreement.



                                          INTELLIGROUP, INC.


Dated:
       --------------------------         ------------------------------
                                          Christian Misvaer
                                          Secretary






Dated
       --------------------------         ------------------------------
                                          Ed Carr