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                                                                    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




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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.


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         (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

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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.


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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.


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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.    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
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                  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.


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         (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

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                  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 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




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                  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

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<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

                                      -11-
<PAGE>   12

            of each party including product and completed operations 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.

_____________________________


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


                                         SERANOVA, INC.
_____________________________


_____________________________             By:     Raj Koneru
                                                  _____________________________
                                                  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 $4,000 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 $10,000 for January; $8,000 per month thereafter;

-     Support for desktop systems and network management applications for
      Edison, N.J. location o 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 $3,000 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 $2,500 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; o 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 $1,000;

-     Provides assistance with setting up and transferring A/R, and Billing
      functions from Intelligroup; o Covers the cost of continued invoice
      processing by Intelligroup required to clear historical amounts.

Payroll Support

-     Fixed charge of $1,500 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; o 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
                                                                 ------        ------        ------        ------       ------
Monthly Fixed Charges

        Information Systems and Support

<S>                                                              <C>           <C>           <C>           <C>         <C>
              SAP systems access and support                         $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

        General Administrative Support

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

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

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

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

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

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

                                                              ===================================================================
Total Fixed Charges for Services                                    $28,200       $28,200       $28,200       $27,200     $27,200
                                                              ===================================================================

Variable ("Per drink") charges

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

              Immigration support - $100 per case

</TABLE>


<TABLE>
<CAPTION>
                                                                     Jun-00      Jul-00      Aug-00       Sep-00      Oct-00
                                                                     ------      ------      ------       ------      ------
Monthly Fixed Charges

        Information Systems and Support

<S>                                                                 <C>         <C>         <C>          <C>         <C>
              SAP systems access and support                            $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

        General Administrative Support

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

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

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

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

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

              Payroll support                                             $500        $500        $500         $500        $500

                                                                 ================================================================
Total Fixed Charges for Services                                       $27,200     $27,200     $27,200      $27,200     $27,200
                                                                 ================================================================


Variable ("Per drink") charges

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

              Immigration support - $100 per case

</TABLE>



<TABLE>
<CAPTION>
                                                                  Nov-00       Dec-00
                                                                  ------       ------
Monthly Fixed Charges

        Information Systems and Support

<S>                                                              <C>          <C>
              SAP systems access and support                         $5,500       $5,500

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

        General Administrative Support

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

              Postage                                                $1,000       $1,000

              Receptionist                                           $1,700       $1,700

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

              Billing support                                        $1,000       $1,000

              Payroll support                                          $500         $500

                                                                 ========================
Total Fixed Charges for Services                                    $27,200      $27,200
                                                                 ========================


Variable ("Per drink") charges

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

              Immigration support - $100 per case

</TABLE>

<TABLE>
<CAPTION>

INTELLIGROUP MONTHLY BILLING SCHEDULE
FOR RENT AND UTILITIES CHARGES UNDER THE SPACE SHARING AGREEMENT
                                                                    Jan-00        Feb-00     Mar-00     Apr-00    May-00      Jun-00
                                                                    ------        ------     ------     ------    ------      ------
<S>                                                                 <C>           <C>        <C>        <C>       <C>          <C>
</TABLE>

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

<TABLE>
<CAPTION>
                                                                   Jul-00      Aug-00    Sep-00      Oct-00      Nov-00       Dec-00
                                                                   ------      ------    ------      ------      ------       ------
<S>                                                                <C>         <C>       <C>         <C>         <C>          <C>
</TABLE>




<PAGE>   16



                                                     EXHIBIT B
                                                RETAINED EMPLOYEES

<TABLE>
<CAPTION>

NAME                                       ID#                   NAME                            ID#

<S>                                        <C>                   <C>                             <C>
Badola, Anil                               # 2280                Natarajan, Sambamoorthy         # 228
Balakrishnan, Sridhar                      # 2036                Nath, Mohan                     # 706
Boghra, Arunkumar                          # 479                 Padmala, Srinivas Rao           # 1816
Chandran, Karthikeyan                      # 2010                Palvai, Sreedhar                # 1898
Dasari, Nageswararao                       # 2251                Parekh, Hitesh                  # 1683
Desai, Sheetal                             # 2221                Pavuluri, Kiran                 # 1509
Errangutla, Mahesh                         # 606                 Prasani, Vineet Rayroth         # 159
Gadre, Veerdhaval                          # 761                 Rajagopal, Raghu                # 326
Gaur, Harish                               # 1970                Ramachandran, Aravind           # 1554
Gorde, Ajay                                # 285                 Ramaswamy, Prakash              # 2300
Guduru, Vidyasaagar                        # 2298                Rao, Shashikant                 # 1859
Kalapatapu, Rama Sastry                    # 827                 Ray, Pragnesh                   # 1813
Kalvit, Hemant                             # 910                 Reddy, Venugopal                # 97
Kanyan, Mathew                             # 1847                Roche, Conrad                   # 2290
Kelwalkar, Anil Balakrishna                # 1931                Roy, Ashok                      # 1596
Keswani, Haresh                            # 1635                Sahoo, Rabi Narayan             # 1877
Kolukuluri, Trivikram                      # 808                 Sahu, Gajendra Kumar            # 2163
Koneru, Padma                              # 628                 Sawant, Sudhir                  # 535
Krishnan, Vilayanur P.                     # 2155                Sheth, Tushar                   # 1592
Kumar, Manish                              # 2128                Sindhwani, Manesh               # 1846
Kumar, Raj                                 # 629                 Soman, Kshitish                 # 708
Kuttalingam, Vannamuthu                    # 1524                Srinivasan, Girish              # 1958
Lanka     , Kutumba                        # 413                 Srinivasan, Sridhar             # 562
Madhavi, Nandyala                          # 767                 Suki, Geetanjali                # 2023
Madhineni, Madhukar                        # 684                 Sunkam, Sreehari                # 638
Mathur, Praveen                            # 1932                Susarla, Bharat                 # 1710
Mohammad, Asif                             # 348                 Thirugnanam, Gomathi            # 1963
Mopati, Krishna                            # 369                 Vedavyas, Balram                # 725
Morarji, Dhirendra                         # 1522                Wahi, Saurabh                   # 181
Mysore, Prashanth                          # 1924                Zentelis  , Nicolas             # 1927
Nagwekar, Suraj                            # 1508                Kanthi, Hanumanth               not assigned
Nair, Rajan                                # 732                 Guntupalli, Bharat              not assigned
Nallapaneni, Netaji                        # 831                 Aruminathan, William S          not assigned
Narne, Aravind                             # 2327                Sharan, Jaya                    not assigned
</TABLE>