TAX SHARING AGREEMENT



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

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

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

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

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

                                    ARTICLE I
                                   DEFINITIONS

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

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

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


<PAGE>

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

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

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

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

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

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

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


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<PAGE>

     1.9.  "Disputed  Adjustment"  has the meaning  set forth in Section  3.4(b)
hereof.

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

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

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

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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


                                      -5-
<PAGE>

any  Correlative  Adjustment  relating  thereto)  pursuant  to the terms of this
Agreement that is greater than $10,000.

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

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

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

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

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

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

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

                                   ARTICLE II
                                   ADJUSTMENTS

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


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<PAGE>

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

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

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

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

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


                                      -7-
<PAGE>

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

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

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

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

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

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


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<PAGE>

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

                                  ARTICLE III
                                  TAX CONTESTS

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

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


                                      -9-
<PAGE>

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

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

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

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


                                      -10-
<PAGE>

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

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

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

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

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

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


                                      -11-
<PAGE>

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

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

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

                                      -12-
<PAGE>

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

                                   ARTICLE IV
                              PROCEDURE AND PAYMENT

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

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

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

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

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

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

                                      -13-
<PAGE>

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

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

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

                                      -14-
<PAGE>

                                   ARTICLE V
                                OTHER TAX MATTERS

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

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

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

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

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

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


                                      -15-
<PAGE>

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

                                   ARTICLE VI
                                  MISCELLANEOUS

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

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

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

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

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

                                      -16-
<PAGE>


            If to any member of the Intelligroup Group, to:

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

            If to any member of the SeraNova Group, to:

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

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

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

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

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

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

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

                                      -17-
<PAGE>

executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

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

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

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

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



                                      -18-
<PAGE>

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

                                 INTELLIGROUP, INC.



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


                                 SERANOVA, INC.



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


                                      -19-
<PAGE>

                                   SCHEDULE A
                        List of Intelligroup Subsidiaries

--------------------------------------------------------------------------
       United States
--------------------------------------------------------------------------
Intelligroup Inc.                  Empower Solutions Inc.
499 Thornall Street                3343 Peachtree Road, NE
Edison, NJ 08837                   Suite 270
                                   Atlanta, GA 30326
--------------------------------------------------------------------------
      United Kingdom
--------------------------------------------------------------------------
Intelligroup Europe Ltd.           CPI Resources Ltd
Del Monte House                    The Manor House
Staines TW18 4JD                   Mount Street
England                            Diss
                                   Norfolk   IP22 3QQ
                                   England

                                   CPI Consulting Ltd
                                   The Manor House
                                   Mount Street
                                   Diss
                                   Norfolk   IP22 3QQ
                                   England
--------------------------------------------------------------------------
New Zealand                        Australia
--------------------------------------------------------------------------
Intelligroup New Zealand Ltd.      Intelligroup Australia Pty, Ltd.
11th Floor, Morrison Kent House    Suite 103, 90 Mount Street
105 The Terrace                    North Sydney   NSW  2060
Wellington New Zealand             Australia
--------------------------------------------------------------------------
Denmark                            Japan
--------------------------------------------------------------------------
Intelligroup Nordic A/S            Intelligroup Japan Ltd.
Slotsgade 18                       Office -  Masuyama Bldg. 5F
DK-5000 Odense C                   Kiba-5-1-1, Koto-Ku,
                                   Tokyo - 135-0042
--------------------------------------------------------------------------
India                              Singapore
--------------------------------------------------------------------------
Intelligroup Asia Pvt. Ltd.        Intelligroup Singapore Pvt. Ltd.
Plot #s 883 & 884, Road #45,       10 Hoe Chiang Road
Jubilee Hills,                     #17-02
Hyderabad 500 033, India.          Keppel Towers
                                   Singapore 089315
--------------------------------------------------------------------------

                                      -20-