<PAGE>   1

                                                                Exhibit 10.17


                                 PAYOFF LETTER


                                                        DATE:  October 10, 1996


Intelligroup, Inc.
517 Route 1 South
Iselin, New Jersey 08830
Attention:  Mr. Ashok Pandey, President

        Re:  Intelligroup, Inc. ("Client")

Dear Mr. Pandey:

        Reference is made to that certain Factoring Agreement by and between
Access Capital, Inc. ("Factor") and Client dated October 20, 1995 (the
"Factoring Agreement"). Factor has been advised by Client that Client shall
repay the total amount of obligations of Client to Factor. Based on Factor's
books and records, the total amount of obligations due Factor, if paid on
October 11, 1996 (herein, the "termination date") after giving effect to
confirmed collections of receivables through October 1, 1996 is $3,895,501.70
(the "Payoff Amount"), which amount includes an administrative fee for
non-tendered accounts receivable in an amount equal to $10,000 and all
outstanding initial payments, fees and costs as of the termination date. The
Payoff Amount should be wire transferred to Factor at:

        Bank:                   Citibank, N.A.
                                153 East 53rd Street
                                New York, New York 10043 USA
        ABA#:                   021000089
        Account Name:           Access Capital, Inc.
        Account No.:            3759-1924

        In consideration of Client's payment in full of the Payoff Amount and
the agreements of Client contained herein, Factor hereby acknowledges that upon
Factor's receipt of the Payoff Amount in immediately available funds (a) Factor
shall and hereby does release, as of the termination date, any and all security
interests and liens which have heretofore been granted to Factor by Client, (b)
shall transfer to Client all accounts receivable open on the ledgers of Factor
on the termination date and (c) shall remit to Client any collections that
Factor may receive on any accounts receivable of Client open on the ledgers of
Factor on the termination date. The parties hereto agree that they shall use
proper due diligence in an expeditious manner to cooperate and settle any
outstanding items, including but not limited to the settlement and application
of any unidentified payments by Client's 
<PAGE>   2

customers or any billing discrepancies with Client's customers in an
expeditious manner until such matters have been fully resolved. Factor hereby
undertakes to execute and deliver to Client UCC Termination Statements in all
jurisdictions in which UCC Financing Statements were filed in connection with
the Factoring Agreement.

        Except as otherwise set forth herein, the Factoring Agreement, the
Security Agreement, the Anti-Fraud and Performance Agreements and guarantees of
Ashok Pandey, Rajkumar Koneru and Nagarjun Valluripalli are hereby terminated.
Factor, for itself and its affiliates, agents, employees, representatives,
officers, directors, administrators, successors and assigns, hereby releases,
acquits and forever discharges, to the fullest extent permitted by applicable
law, Client and its affiliates, agents, employees, representatives, officers,
directors, administrators, successors and assigns from all Claims (as
hereinafter defined), which Factor has ever had, now has or hereafter can,
shall or may have, for, upon, or by reason of or in respect of any matter,
cause or thing whatsoever from the beginning of the world to the date of this
Agreement arising out of, or in connection with, the Factoring Agreement.

        Client hereby acknowledges that Factor hereby reserves all of its
rights with respect to any and all checks or similar instruments for payment of
money heretofore received by it prior to the termination date in connection
with its arrangements with Client, and all of its rights to any monies due or
to become due under said checks or similar instruments and/or all of its claims
thereon. 

        For and in consideration of Factor's agreements contained herein, Client
hereby (a) for itself and its affiliates, agents, employees, representatives,
officers, directors, administrators, successors and assigns (the "Releasor")
hereby releases, acquits and forever discharges, to the fullest extent permitted
by applicable law, Factor and its agents, employees, representatives, officers,
directors, administrators, successors and assigns (the "Releasee") from any and
all claims, demands, liens, agreements, contracts, covenants, actions, suits,
causes of action, obligations, controversies, debts, costs, expenses, damages,
judgments, orders and liabilities, whether known or unknown, contingent or
otherwise, of whatever kind or nature in law, equity or otherwise (collectively,
"Damages"), which Releasor has ever had, now has of hereafter can, shall or may
have, for, upon, or by reason of or in respect of any matter, cause or thing
whatsoever from the beginning of the world to the day of the date of this
Agreement, except for any Claims arising solely out of Factor's receipt prior to
the termination date of unidentified payments from certain account debtors of
Client or certain billing discrepancies of Client's account debtors arising
prior to the termination date and (b) indemnifies Factor from, and hold Factor
harmless against, all losses, liabilities, charges, expenses and fees which
Factor may incur as a result of any non-payment, claim or refund or charge back
of any checks or other items which have been credited by 


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Factor to Client's accounts with Factor, together with all expenses and other
charges incident thereto. The amount of any such losses, charges, fees,
expenses or other liabilities for which Factor is hereinabove indemnified shall
be paid to Factor promptly upon Factor's demand therefor.

                                        ACCESS CAPITAL, INC.


                                        By: /s/ Paul Mehring
                                           -------------------------------
                                           Paul Mehring, Vice President


Acknowledged and Agreed to
this 10 day of October, 1996

INTELLIGROUP, INC.


By:  /s/ A. Pandey
   ----------------------------
Its:  President   
    ---------------------------


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<PAGE>   4



                                 PAYOFF LETTER


                                                        DATE:  October 10, 1996


Oxford Systems, Inc.
517 Route 1 South
Iselin, New Jersey 08830
Attention:  Mr. Ashok Pandey, President

        Re:  Oxford Systems, Inc. ("Client")

Dear Mr. Pandey:

        Reference is made to that certain Factoring Agreement by and between
Access Capital, Inc. ("Factor") and Client dated October 20, 1995 (the
"Factoring Agreement"). Factor has been advised by Client that Client shall
repay the total amount of obligations of Client to Factor. Based on Factor's
books and records, the total amount of obligations due Factor, if paid on
October 11, 1996 (herein, the "termination date") after giving effect to
confirmed collections of receivables through October 1, 1996 is $459,900.98
(the "Payoff Amount"), which amount includes all outstanding initial payments,
fees and costs as of the termination date. The Payoff Amount should be wire 
transferred to Factor at:

        Bank:                   Citibank, N.A.
                                153 East 53rd Street
                                New York, New York 10043 USA
        ABA#:                   021000089
        Account Name:           Access Capital, Inc.
        Account No.:            3759-1924

        In consideration of Client's payment in full of the Payoff Amount and
the agreements of Client contained herein, Factor hereby acknowledges that upon
Factor's receipt of the Payoff Amount in immediately available funds (a) Factor
shall and hereby does release, as of the termination date, any and all security
interests and liens which have heretofore been granted to Factor by Client, (b)
shall transfer to Client all accounts receivable open on the ledgers of Factor
on the termination date and (c) shall remit to Client any collections that
Factor may receive on any accounts receivable of Client open on the ledgers of
Factor on the termination date. The parties hereto agree that they shall use
proper due diligence in an expeditious manner to cooperate and settle any
outstanding items, including but not limited to the settlement and application
of any unidentified payments by Client's customers or any billing discrepancies
with Client's customers in  
<PAGE>   5

an expeditious manner until such matters have been fully resolved. Factor hereby
undertakes to execute and deliver to Client UCC Termination Statements in all
jurisdictions in which UCC Financing Statements were filed in connection with
the Factoring Agreement.

        Except as otherwise set forth herein, the Factoring Agreement, the
Security Agreement, the Anti-Fraud and Performance Agreements and guarantees of
Ashok Pandey, Rajkumar Koneru and Nagarjun Valluripalli are hereby terminated.
Factor, for itself and its affiliates, agents, employees, representatives,
officers, directors, administrators, successors and assigns, hereby releases,
acquits and forever discharges, to the fullest extent permitted by applicable
law, Client and its affiliates, agents, employees, representatives, officers,
directors, administrators, successors and assigns from all Claims (as
hereinafter defined), which Factor has ever had, now has or hereafter can,
shall or may have, for, upon, or by reason of or in respect of any matter,
cause or thing whatsoever from the beginning of the world to the date of this
Agreement arising out of, or in connection with, the Factoring Agreement.

        Client hereby acknowledges that Factor hereby reserves all of its
rights with respect to any and all checks or similar instruments for payment of
money heretofore received by it prior to the termination date in connection
with its arrangements with Client, and all of its rights to any monies due or
to become due under said checks or similar instruments and/or all of its claims
thereon. 

        For and in consideration of Factor's agreements contained herein, Client
hereby (a) for itself and its affiliates, agents, employees, representatives,
officers, directors, administrators, successors and assigns (the "Releasor")
hereby releases, acquits and forever discharges, to the fullest extent permitted
by applicable law, Factor and its agents, employees, representatives, officers,
directors, administrators, successors and assigns (the "Releasee") from any and
all claims, demands, liens, agreements, contracts, covenants, actions, suits,
causes of action, obligations, controversies, debts, costs, expenses, damages,
judgments, orders and liabilities, whether known or unknown, contingent or
otherwise, of whatever kind or nature in law, equity or otherwise (collectively,
"Claims"), which Releasor has ever had, now has or hereafter can, shall or may
have, for, upon, or by reason of or in respect of any matter, cause or thing
whatsoever from the beginning of the world to the day of the date of this
Agreement, except for any Claims arising solely out of Factor's receipt prior to
the termination date of unidentified payments from certain account debtors of
Client or certain billing discrepancies of Client's account debtors arising
prior to the termination date and (b) indemnifies Factor from, and hold Factor
harmless against, all losses, liabilities, charges, expenses and fees which
Factor may incur as a result of any non-payment, claim or refund or charge back
of any checks or other items which have been credited by Factor to Client's
accounts with Factor, together with all expenses  


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and other charges incident thereto. The amount of any such losses, charges, 
fees, expenses or other liabilities for which Factor is hereinabove indemnified
shall be paid to Factor promptly upon Factor's demand therefor.

                                        ACCESS CAPITAL, INC.


                                        By: /s/ Paul Mehring
                                           -------------------------------
                                           Paul Mehring, Vice President


Acknowledged and Agreed to
this 10 day of October, 1996

OXFORD SYSTEMS, INC.


By:  /s/ A. Pandey
   ----------------------------
Its: President  
    ---------------------------


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