--------------------------------------------------------------------------------
PeopleSoft
Logo here                  SERVICE ALLIANCE MASTER AGREEMENT
--------------------------------------------------------------------------------

This Service Alliance Master Agreement  ("Agreement) is made as of the Effective
Date  set  forth  below  ("EFFECTIVE  DATE")  by and  between  PeopleSoft,  Inc.
("PEOPLESOFT"),  a  Delaware  corporation  having  a place of  business  at 4460
Hacienda Drive,  Pleasanton,  California  94588 and  Intelligroup,  Inc. and its
wholly owned subsidiary Empower, Inc. ("COMPANY"), having a place of business at
3343 Peachtree Rd., Suite 270, Atlanta, GA 30326.

THE PEOPLESOFT CONTACT FOR THIS AGREEMENT IS:  alliances@peoplesoft
THE COMPANY CONTACT FOR THIS AGREEMENT IS:     Kurt Collins
TELEPHONE:                                     (404) 995-3815
STREET ADDRESS:                                3343 Peachtree Rd., Suite 270
CITY, ST ZIP:                                  Atlanta, GA  30326
EMAIL ADDRESS:                                 kurt_collins@empowersolutions.com
COMPANY WEB SITE URL:                          www.empowersolutions.com

The parties agree as follows:

1.   DEFINITIONS
"Agreement"  means this  document,  its  attachments,  all  addenda,  schedules,
exhibits, and any amendments to the foregoing.

"Change of Control"  shall be deemed to have  occurred if any person,  entity or
group  comes to own or  control,  directly  or  indirectly,  beneficially  or of
record,  voting securities or any form of controlling  interest which represents
more than 50%  percent of the total  voting  power of one of the parties to this
Agreement.

"Term" means the one (1) year period beginning on the Effective Date.

2.   TRADEMARKS AND LOGOS
All trademarks,  service marks,  trade names or other words or symbols ("Marks")
identifying  each  party's  products  and  services  are and will  remain  their
respective  exclusive  property.   Neither  party  will  take  any  action  that
jeopardizes  the other party's  proprietary  rights or acquire any rights in the
Marks.  Except as  specifically  stated  otherwise  in an Addendum or  Amendment
hereto,  no license  to use any  PeopleSoft  or Company  logo is granted in this
section.

3.   NO ADDITIONAL WARRANTIES
Company will not make any  representations or create any warranties,  express or
implied, concerning PeopleSoft's software products or services, other than those
stated in PeopleSoft's standard license agreements.

4.   APPROVAL OF PRESS RELEASES
If  Company  desires  to  issue a press  release  or other  public  announcement
concerning  Company's  relationship or dealings with  PeopleSoft,  Company shall
obtain  PeopleSoft's  prior  written  approval  of any  such  press  release  or
announcement.

5.   CONFIDENTIALITY
Company  understands  that  PeopleSoft  does not wish to receive any information
that may be  considered  confidential  and/or  proprietary  to Company or to any
third party.  To the extent any  information  disclosed to a party  hereunder is
considered  confidential  or  proprietary,  the parties  agree to the  following
mutual non-disclosure terms:
a)   The term  "Confidential  Information"  shall  mean any and all  information
     which is disclosed by either party to the other  verbally,  electronically,
     visually, or in a written or other tangible form which is either identified
     or should be  reasonably  understood  to be  confidential  or  proprietary.
     Confidential  Information  includes but is not limited to,  trade  secrets,
     computer programs, software,  documentation,  training materials, formulas,
     data inventions, techniques, marketing plans, strategies, and forecasts.

b)   Both parties shall keep  Confidential  Information in strict confidence and
     shall not  disclose  it to any third  party.  Both  parties  shall only use
     Confidential  Information  solely in a manner  consistent with the terms of
     this  Agreement  and  only  in  furtherance  of  the  mutually   beneficial
     relationship between the parties.  Receiving party's internal disclosure of
     Confidential  Information shall be only to those employees or agents having
     a need to know such  information in connection with this Agreement and only
     insofar as such persons are bound by a nondisclosure  agreement  consistent
     with these nondisclosure  terms. A party shall promptly notify the other of
     any  unauthorized  disclosure  or use of  Confidential  Information  by any
     person.

c)   This  Agreement  imposes no  obligation  upon the parties  with  respect to
     Confidential  Information  which  either  party can  establish  by  legally
     sufficient evidence:  (a) was in the possession of, or was rightfully known
     by Recipient without an obligation to maintain its confidentiality prior to
     receipt  form the other  party;  (b) is or becomes  generally  known to the
     public without

                                                                     Page 1 of 5
<PAGE>
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PeopleSoft
Logo here                  SERVICE ALLIANCE MASTER AGREEMENT
--------------------------------------------------------------------------------

     violation  of this  Agreement;  (c) is obtained by  Recipient in good faith
     from third party having the right to disclose it without an  obligation  on
     confidentiality;  (d) is independently  developed by Recipient  without the
     participation  of  individuals  who have  had  access  to the  Confidential
     Information;  and (e) is required to be disclosed  by court order  provided
     diligent  efforts are  undertaken to limit  disclosure  and prior notice is
     given to the disclosing party.
d)   The   obligations   under  this  Agreement  with  respect  to  Confidential
     Information  shall continue for a period of five (5) years from the date of
     each disclosure and shall survive the  termination of this  Agreement.  All
     Confidential Information shall be returned to the Discloser within five (5)
     days  of  the  provision  of  written  notice   requesting  return  of  the
     Confidential Information.

6.   TERM AND TERMINATION
a)   Unless  otherwise  terminated as set forth herein,  this Agreement shall be
     for a single  one (1) year  term and may be  extended  only as the  parties
     mutually agree in writing.
b)   This  Agreement  may be  terminated  by either  party upon thirty (30) days
     prior written notice with or without cause.
c)   If either party  undergoes a Change of Control,  the other party shall have
     the option to immediately terminate this Agreement.
d)   Upon  termination of this  Agreement,  each party shall return to the other
     (or certify destruction of) all Confidential  Information,  including,  but
     not limited to, software and related materials,  in its possession provided
     by the other party for purposes of this Agreement.
e)   In the event of expiration or termination of this Agreement,  the following
     Sections shall survive: 3, 5, 6, 7, 8, 9, 10, 12 and 14.

7.   STATUS OF COMPANY
Company is an  independent  contractor  under this Agreement and nothing in this
Agreement authorizes Company to act as an agent of PeopleSoft or bind PeopleSoft
to act as an  agent  of  Company  or  bind  Company  to any  transaction.  It is
expressly  understood  that  this  Agreement  does  not  establish  a  franchise
relationship,   legal  partnership  or  joint  venture.  Each  party  is  solely
responsible  for its employees,  including  terms of employment,  wages,  hours,
taxes and any required insurance.

8.   FREEDOM OF ACTION
Nothing in this  Agreement  shall be construed  as  prohibiting  or  restricting
either party from independently developing or acquiring and marketing materials,
programs,  software or services  which are  competitive  with those of the other
party or from entertaining into the same or similar agreements with others.

9.   LIMITATION OF LIABILITY
a)   In the even of failure of either  party to fulfill  any of its  obligations
     hereunder,  the  exclusive  remedy of the other party under this  Agreement
     shall be to request performance of such obligation.  If such performance is
     not  rendered,  the other  party's sole remedy  shall be to terminate  this
     Agreement. Notwithstanding the foregoing, either party shall have the right
     to enforce any and all rights regarding  patents,  copyrights,  trademarks,
     tradenames,  trade secrets or Confidential Information,  by any appropriate
     action,  including  actions for damages and equitable  relief, or any other
     remedy available under applicable law.
b)   IN NO EVENT SHALL EITHER PARTY HAVE ANY RIGHT  HEREUNDER  AGAINST THE OTHER
     FOR ANY SPECIAL OR INDIRECT  DAMAGES,  LOST PROFITS OR OTHER  CONSEQUENTIAL
     DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.  INDEMNIFICATION
Company shall indemnify and defend PeopleSoft against any and all claims brought
against  PeopleSoft  alleging Company's software products infringe any patent or
copyright and against any and all claims brought against  PeopleSoft  concerning
the services provided by Company to PeopleSoft customers;  provided that Company
is given  prompt  notice  of such  claim  and is given  information,  reasonable
assistance, and sole authority to defend or settle the claim.

11.  NO ASSIGNMENT OR DELEGATION
This  Agreement may not be assigned or  transferred  by Company (by operation of
law or  otherwise),  without  the express  written  consent of  PeopleSoft.  For
purposes of this clause,  the term  assignment  includes the sale or transfer of
all or a substantial portion of the assets of Company.  Any attempted assignment
in violation of this section shall be null and void ab initio.

12.  PAYMENT TERMS
Company  shall pay all amounts due  hereunder  within  thirty (30) days from the
date of the invoice.  If Company fails to remit payment  within such thirty (30)
day period,  Company  shall pay interest on the amount due hereunder at the rate
of one percent (1%) per month,  or the highest  rate  permitted to be charged by
applicable law,  whichever is lower.  All fees due hereunder are  non-refundable
and non-cancelable.  Renewal fees, annual program fees and software  maintenance
fees will be billed on an annual  basis,  payable in advance.  Company  shall be
responsible for all taxes associated with the

                                                                     Page 2 of 5
<PAGE>
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PeopleSoft
Logo here                  SERVICE ALLIANCE MASTER AGREEMENT
--------------------------------------------------------------------------------

software  and/or  services  provided  hereunder,  exclusive  of  taxes  based on
PeopleSoft's  income.  Should  Company  elect  not to pay  the  annual  software
maintenance fees which may become due hereunder,  and subsequently requests such
software  maintenance,  PeopleSoft  shall reinstate the  maintenance  only after
Company pays  PeopleSoft the annual  then-current  fee plus all cumulative  fees
that would have been  payable had Company  paid all  maintenance  fees when they
became due.

13.  NOTICES
All notices to be given pursuant to this Agreement  shall be in writing and sent
by registered  mail,  overnight mail,  courier,  or transmitted by facsimile (if
confirmed by such mailing), to the addresses indicated on the first page of this
Agreement,  or such other  address as either  party may indicate by at least ten
(10) days prior written notice to the other party.  Notices to PeopleSoft  shall
be sent to the  attention of  PeopleSoft  Corporate  Legal with an email copy to
alliances@peoplesoft.com.

14.  GENERAL
If any provision or provisions  of this  Agreement  shall be held to be invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining  provisions shall not in any way be affected or impaired thereby.  The
section   headings  herein  are  provided  for  convenience  only  and  have  no
substantive effect on the construction of this Agreement. The failure by a party
to exercise  any right  hereunder  shall not operate as a waiver of such party's
right to exercise such right or any other right in the future.  PeopleSoft will,
from  time  to  time,  establish  internal  procedures  for  administering  this
Agreement and,  although some of these  procedures  may not be included  herein,
Company  agrees  to  comply  with  them to the  extent  they do not  alter  this
Agreement.  Each party  shall hear its own costs and  expenses  incurred  in the
execution  of  this  Agreement.  Transmitted  copies  are  considered  documents
equivalent to original documents. For the purpose of this Agreement, transmitted
copies means reproduced documents that are transmitted via photocopy,  facsimile
or process that  accurately  transmits the original  documents.  This  Agreement
shall be governed by the laws of the State of  California,  excluding  choice of
law principles. Venue shall be in San Francisco,  California. This Agreement and
its  Addenda  and  Exhibits,  if any,  constitute  the  complete  and  exclusive
statement of the  agreement  between the parties  regarding  the subject  matter
hereof,  and supersede all prior agreements,  oral or written,  on this subject.
This Agreement may only be amended in writing signed by both parties' authorized
signatories. This Agreement is made as of the Effective Date.

This  Agreement must  be  executed by  Company within sixty (60) days  following
MAY 2, 2000 to be valid.
-----------


ACCEPTED BY:                                    ACCEPTED BY:
INTELLIGROUP, INC. AND ITS WHOLLY OWNED         PEOPLESOFT, INC.
SUBSIDIARY EMPOWER, INC.


/s/ Kurt Collins                                /s/ Bill Parsons
--------------------------------------          --------------------------------
Authorized Signature                            Authorized Signature


Kurt Collins, VP Empower Solutions              BILL PARSONS, ALLIANCES V.P.
--------------------------------------          --------------------------------
Printed Name and Title                          Printed Name and Title
                                                Effective Date:   5/5/00
                                                               ------------
                                                (To be completed by PeopleSoft)


                                                    ----------------------
                                                         Standard Form
                                                           Agreement

                                                      RK 5/2/2000 3:23 PM
                                                    ----------------------


                                                                     Page 3 of 5
<PAGE>

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PeopleSoft
Logo here                  SERVICE ALLIANCE MASTER AGREEMENT
--------------------------------------------------------------------------------

This CERTIFIED  IMPLEMENTATION  PARTNER  ADDENDUM to the Service Alliance Master
Agreement (the "Agreement")  between  PeopleSoft and Intelligroup,  Inc. and its
wholly owned subsidiary  Empower,  Inc.  ("Company") is made as of the Effective
Date, shall have the same Term, is made part of, and is subject to the terms and
conditions of the Agreement.

The parties hereby agree as follows:

1.   DEFINITIONS
Unless otherwise  defined herein,  capitalized terms used in this Addendum shall
have the same meaning as those used in the Agreement.

     "Customer(s)"  means  companies  having a current license to use PeopleSoft
     software products for internal data processing purposes.

     "Services" means consulting  services provided to Customers for the purpose
     of  assisting  Customers  with  the  implementation  and use of  PeopleSoft
     products.

     "Territory" means the United States and Canada.

2.   PEOPLESOFT'S ADDITIONAL RIGHTS AND RESPONSIBILITIES
PeopleSoft shall:
a)   Designate Company as a participant in PeopleSoft's  Alliance Program within
     the Territory and list Company's name on PeopleSoft's  internet site and/or
     provide a  hypertext  link to  Company's  web site,  which  Company  hereby
     consents to;
b)   Provide Company with access to PeopleSoft's  Software and Software  Support
     Services in accordance with PeopleSoft's standard terms for alliances, upon
     Company's payment of appropriate additional fees;
c)   Provide  Company  with  access to  training  for  PeopleSoft  software  for
     Company's  employees,  in accordance with  PeopleSoft's  standard terms for
     alliances and at then current rates;
d)   Permit Company to use the designated  Alliance Program logo as set forth in
     Section 4 below; and
e)   Provide  Company  with  access  to  PeopleSoft's  Customer  Connection  and
     Alliance  Connection,  in accordance with  PeopleSoft's  standard terms for
     alliances.

3.   COMPANY'S ADDITIONAL RIGHTS AND RESPONSIBILITIES
Company shall:
a)   Abide by PeopleSoft's Alliance Program guidelines;
b)   Not develop or provide  training  programs for Customer  employees  (and/or
     consultants) associated with Customer's implementation team;
c)   Unless Company has signed an Education  Services  Partner  Addendum to this
     Agreement,   not  provide  any  end  user   training  to  customers   using
     PeopleSoft's end user training products;
d)   Pay  PeopleSoft  a one-time  non-refundable  new  Certified  Implementation
     Partner initiation fee as indicated in the fee schedule below;
e)   Pay PeopleSoft a non-refundable  annual alliance program  membership fee as
     indicated  in the fee  schedule  below  (PeopleSoft  reserves  the right to
     change partner fees upon renewal or extension of the Agreement);
f)   Allow PeopleSoft to use Company's  alliance program logo or such other logo
     Company  may  designate  from time to time,  subject to  Company's  written
     approval of each such use as PeopleSoft  has agreed to in the below section
     entitled "Logo Use License"; and
g)   List  PeopleSoft's  name  on  Company's  Internet  site  and/or  provide  a
     hypertext link to PeopleSoft's web site,  which PeopleSoft  hereby consents
     to.

4.   LOGO USE LICENSE
During the term of this  Agreement,  PeopleSoft  grants Company a  non-exclusive
limited  right  to  use  the  PeopleSoft-designated  Alliance  Program  logo  on
Company's   business  cards,   letterhead  and  related  sales,   marketing  and
promotional  materials  subject to the color and size  restrictions set forth in
PeopleSoft's  guidelines,  which  are  subject  to  change  from time to time at
PeopleSoft's  sole  discretion.  No  PeopleSoft  logo is to be used on Company's
product or product packaging.  Company agrees to submit to PeopleSoft samples of
Company's  proposed use of the  PeopleSoft-designated  Alliance Program logo for
PeopleSoft's   inspection  and  written  approval  prior  to  actual  use.  Upon
expiration  or  termination  of this  Agreement,  Company shall cease to use the
designated  PeopleSoft  logo and delete it from any and all of Company's  sales,
promotion,  marketing  materials,  business  cards and  letterhead  immediately.
PeopleSoft  reserves the right to charge a license fee for any future use of the
logo at any time upon  reasonable  notice.  PeopleSoft  shall  have the right to
terminate  this logo use license  grant at any time for any reason upon  written
notice. Notwithstanding the foregoing,  PeopleSoft reserves the right to change,
modify and/or replace the designated logo at any time.


                                                                     Page 4 of 5
<PAGE>

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PeopleSoft
Logo here                  SERVICE ALLIANCE MASTER AGREEMENT
--------------------------------------------------------------------------------

5.   TRAINING SERVICES
PeopleSoft will provide  Company with access to training on PeopleSoft  software
pursuant to  PeopleSoft's  standard  published  guidelines  and  procedures  for
alliance  program  participants.  Company  understands and agrees that Company's
continued  access to training will be conditioned on Company's  compliance  with
PeopleSoft's  guidelines  and  procedures.  Company  must  designate  an initial
Training Administrator below to enroll in classes.


INITIAL TRAINING ADMINISTRATOR INFORMATION:

NAME:      Kurt Collins
ADDRESS:   3343 Peachtree Rd., Suite 270, Atlanta, GA  30326
TELEPHONE: 404-995-3815
FAX:       404-995-3835
E-MAIL:    kurt_collins@empowersolutions.com

6.   SERVICES TO CUSTOMERS
Company  understands  that  PeopleSoft  does not  support  software  licensed by
Customers which was not installed by PeopleSoft.

CERTIFIED IMPLEMENTATION PARTNER FEE SCHEDULE:

        ----------------------------------------------------------
        NEW CERTIFIED IMPLEMENTATION PARTNER               WAIVED
        INITIATION FEE
        ----------------------------------------------------------
        ANNUAL ALLIANCE PROGRAM FEE                        $20,000
        ----------------------------------------------------------
        TOTAL FEES DUE                                     $20,000
        ----------------------------------------------------------


ACCEPTED BY:                                    ACCEPTED BY:
INTELLIGROUP, INC. AND ITS WHOLLY OWNED         PEOPLESOFT, INC.
SUBSIDIARY EMPOWER, INC.


/s/ Kurt Collins                                /s/ Bill Parsons
--------------------------------------          --------------------------------
Authorized Signature                            Authorized Signature


Kurt Collins, VP Empower Solutions              BILL PARSONS, ALLIANCES V.P.
--------------------------------------          --------------------------------
Printed Name and Title                          Printed Name and Title


                                                    ----------------------
                                                         Standard Form
                                                           Agreement

                                                      RK 5/2/2000 3:23 PM
                                                    ----------------------



                                                                     Page 5 of 5

<PAGE>

--------------------------------------------------------------------------------
PeopleSoft         SOFTWARE AND SUPPORT SERVICE ADDENDUM TO THE
Logo here               SERVICE ALLIANCE MASTER AGREEMENT
--------------------------------------------------------------------------------

This Software and Support  Services  Addendum  (this  "Addendum") to the Service
Alliance Master Agreement by and between  PeopleSoft,  Inc.  ("PeopleSoft")  and
Intelligroup,  Inc. and its wholly owned subsidiary  Empower,  Inc.  ("Company")
dated  May  5,  2000  (the  "Agreement")  is  entered  into  as of the  date  of
PeopleSoft's signature below ("Addendum Effective Date") and is made part of and
is subject to the terms and conditions of the Agreement.

The parties hereby agree to the following:

1.   DEFINITIONS.  Unless otherwise  defined herein,  capitalized  terms used in
this  Addendum  shall have the same meaning as those used in the Agreement or in
any Addenda thereto.

2.   TERM OF  THIS  ADDENDUM.  The  term of this  Addendum  shall  begin  on the
Addendum  Effective  Date and end  upon the  expiration  or  termination  of the
Agreement ("Term").

3.   SOFTWARE  AND SUPPORT  SERVICES.  Upon  payment in full as set forth in the
Schedule,  PeopleSoft agrees to provide software,  technical support and related
services  to  Company  in  accordance  with  PeopleSoft's   standard  terms  for
alliances.

    SOFTWARE - PeopleSoft  will provide Company with a license to use PeopleSoft
    software during the Term pursuant to the terms of the Software License Terms
    and Conditions  attached  hereto as Exhibit A (the "License  Agreement") and
    pursuant to the Schedule attached hereto as Exhibit B. PeopleSoft shall have
    sole discretion to choose the PeopleSoft software products to be provided to
    Company.

    SOFTWARE SUPPORT SERVICES - Upon receipt of applicable fees, PeopleSoft will
    provide technical support for the PeopleSoft  Software licensed hereunder to
    Company  during the Term,  including  telephone  support,  software fixes to
    errors and software  upgrades,  pursuant to  PeopleSoft's  current  standard
    published Alliance Software Support Services Terms and Conditions, a copy of
    which can be found on PeopleSoft Alliance Connection. The PeopleSoft support
    hotline will handle only general questions about using PeopleSoft  software.
    Company shall pay an annual Software  Support  Services fee for each copy of
    Software  licensed  hereunder  equal to fifty percent (50%) of  PeopleSoft's
    then  current  alliance  program  license  fee for such  Software.  However,
    Companys  who are  also  Customers  shall  pay an  annual  Software  Support
    Services  fee  for  each  copy  of  Software  licensed  hereunder  equal  to
    thirty-seven  and a half  percent  (37.5%).  Software  Support  Services are
    included in the initial  license fee only during the first year after a copy
    of Software is licensed.

4.   CONFLICT.  In the event of any  conflicts  or  inconsistencies  between the
provisions of this Addendum and the Agreement  and/or any addenda  thereto,  the
provisions of this Addendum shall prevail.  The remainder of the Agreement shall
remain in full force and effect, unamended.


This Addendum must be executed  within sixty (60) days  following MAY 2, 2000 to
                                                                  -----------
be valid.

ACCEPTED BY:                                    ACCEPTED BY:
INTELLIGROUP, INC. AND ITS WHOLLY OWNED         PEOPLESOFT, INC.
SUBSIDIARY EMPOWER, INC.


/s/ Kurt Collins                                /s/ Bill Parsons
--------------------------------------          --------------------------------
Authorized Signature                            Authorized Signature


Kurt Collins, VP Empower Solutions              BILL PARSONS, ALLIANCES V.P.
--------------------------------------          --------------------------------
Printed Name and Title                          Printed Name and Title
                                                Effective Date:   5/5/00
                                                               ------------
                                                (To be completed by PeopleSoft)


                                                    ----------------------
                                                         Standard Form
                                                           Agreement

                                                      RK 5/2/2000 3:23 PM
                                                    ----------------------



                                                                     Page 1 of 6
<PAGE>

--------------------------------------------------------------------------------
PeopleSoft         SOFTWARE AND SUPPORT SERVICE ADDENDUM TO THE
Logo here               SERVICE ALLIANCE MASTER AGREEMENT
--------------------------------------------------------------------------------
                                    EXHIBIT A
                                    ---------
                      SOFTWARE LICENSE TERMS AND CONDITIONS
                      -------------------------------------
                              ("LICENSE AGREEMENT")


1.   DEFINITIONS
"DOCUMENTATION"  means only  technical  publications  relating to the use of the
Software,  such as reference,  user,  installation,  systems  administrator  and
technical guides, delivered by PeopleSoft to Company.
"IMPLEMENTATION  TOOLS"  shall  consist  only of software  developed by Company,
using  the  Software  licensed  hereunder,  which  Company  utilizes  solely  in
connection with the provision of Services to Customers.  Implementation Tools do
not include any PeopleSoft  Software.
"PEOPLETOOLS AND PEPPERTOOLS"  means the underlying  architecture from which the
Software is designed,  and includes software  application  programming tools and
code.
"SCHEDULE(S)"  means the  independent  Software  product  schedule or  schedules
executed by the parties and which reference this  Agreement.  Each Schedule is a
separate and independent contractual obligation from any other Schedule.
"SITE" means a specific,  physical  location of Company's server as set forth in
the applicable Schedule that shall be the one location to which Support Services
are provided, if at all.
"SOFTWARE" means any or all portions of the then  commercially  available global
version of the binary  computer  software  programs  and  enhancements  thereto,
(including  corresponding source code, unless specifically excluded elsewhere in
the Agreement) and Documentation delivered by PeopleSoft or made by Company only
as listed in the applicable Schedule. Software includes the third-party software
delivered by PeopleSoft as specified in the Schedule,  and modifications made to
the Software.  Software does not include  source code to (i)  PeopleTools;  (ii)
third  party  Software;  or to (iii)  PepperTools.  Unless  specifically  stated
otherwise,  all  Software is  delivered  to Company  only if and when  generally
commercially available.

2.   LICENSE
2.1  PeopleSoft grants Company a non-exclusive,  nontransferable  license to use
the  licensed  Software,  solely  during  the  Term  for the  following  limited
purposes:
     a)   To develop internal training  programs for Company's  employees and/or
          consultants; and
     b)   To develop  Implementation  Tools solely for  use in  connection  with
          Company's provision of Services to Customers located in the Territory.
2.2  Company may NOT:
     a)   Distribute,  transfer,  market or  resell a  Software  license to  any
          Customer or any other third party;
     b)   Provide Services to PeopleSoft  distributors or  resellers  including,
          but not  limited  to,  ADP or  Electronic  Data  Systems  for  further
          distribution or marketing; or
     c)   Create  modifications for  multiple customer use  unless  specifically
          authorized in advance in writing by PeopleSoft.
2.3  LAN copies of the Software shall be used  solely at the Site  specified  in
the applicable Schedule. Single User copies of the Software shall be used solely
on equipment  owned or leased by Company  which is in the  exclusive  control of
Company. Company shall use any third party software products or modules provided
by PeopleSoft solely with PeopleSoft Software.
2.4  PeopleSoft shall provide  Company with the number of copies of Software and
Documentation only as specified in the applicable  Schedule.  Company may make a
reasonable  number of copies of the  Software  solely for  archive or  emergency
back-up purposes and/or disaster recovery testing purposes.

3.   LICENSE EXCLUSIONS
3.1  Except as expressly authorized herein, Company shall not:
     a)   Copy the Software;
     b)   Cause or permit reverse compilation or reverse  assembly of all or any
          portion of the Software;
     c)   Distribute,  disclose,  market,  rent,  lease or transfer to any third
          party any  portion  of the  Software  (including  PeopleTools)  or the
          Documentation  or use the  Software  or  Documentation  in any service
          bureau arrangement, facility management or third party training;
     d)   Publish the results of  Software performance  benchmarks to any  third
          party without PeopleSoft's prior written consent;
     e)   Transfer  the  Software  to a  different  software  database  platform
          without the prior  written  consent of  PeopleSoft  and payment of any
          additional fees which may be due;
     f)   Transfer the Software to a different Site without prior written notice
          to PeopleSoft, and without paying applicable fees;
     g)   Export the Software in violation of U.S. Department of Commerce export
          administration regulations; or
     h)   Use PeopleTools except solely in conjunction with Software.



                                                                     Page 2 of 6
<PAGE>

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PeopleSoft         SOFTWARE AND SUPPORT SERVICE ADDENDUM TO THE
Logo here               SERVICE ALLIANCE MASTER AGREEMENT
--------------------------------------------------------------------------------

3.2  No license, right, or interest in any PeopleSoft trademark,  trade name, or
service mark is granted hereunder.

4.   TITLE AND  PROTECTION.  PeopleSoft (or its third-party  providers)  retains
title to all portions of the Software,  derivative works and any copies thereof.
Title to the physical media for the Software vests in Company upon delivery. The
Software contains valuable proprietary  information and trade secrets, and shall
be treated as  Confidential  Information.  Company shall affix,  to each full or
partial copy of the Software  made by Company,  all  copyright  and  proprietary
information  notices as were  affixed  to the  original.  If  Company  creates a
Software  modification using PeopleTools,  Company shall only have title in such
modification  that  remains  after  PeopleTools  has  been  separated  from  the
modification.  Company  shall  use  modifications  to  the  Software  solely  in
accordance  with  this  Agreement.   In  the  event  Company  provides  Software
modifications  to PeopleSoft,  PeopleSoft  shall have a perpetual,  royalty-free
license from Company to use,  enhance and incorporate  such  modifications  into
PeopleSoft's   software   products  for  general  use  and   distribution.   Not
modification, however extensive, shall diminish PeopleSoft title or right to the
Software.  The obligations set forth in this paragraph shall survive termination
of this Agreement.

5.   PATENT AND  COPYRIGHT  INDEMNITY.  PeopleSoft  shall  indemnify  and defend
Company  against any claims that the  Software  infringes  any United  States or
Canadian patent or copyright; provided that PeopleSoft is given prompt notice of
such claim and is given information,  reasonable assistance,  and sole authority
to defend or settle  the  claim.  In the  defense  or  settlement  of the claim,
PeopleSoft shall, in its reasonable judgment and at its option and expense:  (i)
obtain for Company the right to continue  using the  Software,  (ii)  replace or
modify the Software so that it becomes  noninfringing  while  giving  equivalent
performance;  or (iii) if PeopleSoft  cannot obtain the remedies in (i) or (ii),
as its sole obligation,  terminate the license for the infringing Software,  and
upon receipt of the  infringing  Software,  return only the license fees paid by
Company for such  Software,  prorated over a five year term from the  applicable
Schedule  Effective  Date  PeopleSoft  shall have no  liability  to indemnify or
defend Company if the alleged  infringement  is based on: (i) a modification  of
the  Software by anyone  other than  PeopleSoft  or (ii) the use of the Software
other than in accordance with the  Documentation  or the terms set forth in this
Agreement. The obligations set forth in this paragraph shall survive termination
of this Agreement.

6.   DEFAULT AND TERMINATION
6.1  Any of the following shall constitute an event of default:
a)   Company fails to perform any of its obligations under the Sections entitled
     "License Exclusions" or "Title and Protection"; or
b)   Either  party fails to perform  any other  material  obligation  under this
     License  Agreement  and such failure  remains  uncured for more than thirty
     (30) days after receipt of written notice thereof.
6.2  If an event of default occurs, the nondefaulting  party, in addition to any
other rights available to it under law or equity, may terminate  this  Agreement
and all licenses  granted  hereunder by written notice to the defaulting  party.
Except as otherwise specifically stated herein, remedies shall be cumulative and
there shall be no obligation to exercise a particular remedy.
6.3  Within ten (10) days following the  termination of this License  Agreement,
Company shall  certify in writing to PeopleSoft  that all copies of the Software
and  Documentation  in  any  form,  including  partial  copies  within  modified
versions, have been destroyed or returned to PeopleSoft.

7.   LIMITED  WARRANTY.  PeopleSoft warrants  that it has title to the  Software
and/or  the  authority  to  grant  licenses  to use the  third  party  Software.
PeopleSoft  warrants that the Software will perform  substantially in accordance
with the  Documentation  for a period of one (1) year  from the date of  initial
installation  and  that  the  Software  media  is free  from  material  defects.
PeopleSoft does not warrant that the Software is error-free.  PeopleSoft's  sole
obligation  is  limited  to repair or  replacement  of the  defective  Software,
provided  Company  notifies  PeopleSoft  of the  deficiency  within the one-year
period and  provided  Company has  installed  all Software  updates  provided by
PeopleSoft's   technical  support  service.   PEOPLESOFT   DISCLAIMS  ALL  OTHER
WARRANTIES,  EXPRESS OR IMPLIED,  INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


                                                                     Page 3 of 6
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PeopleSoft         SOFTWARE AND SUPPORT SERVICE ADDENDUM TO THE
Logo here               SERVICE ALLIANCE MASTER AGREEMENT
--------------------------------------------------------------------------------

                                    EXHIBIT B
                                    ---------

                              SOFTWARE SCHEDULE #1
                              --------------------

This Schedule to the License Agreement is made as of the Addendum Effective Date
between  PeopleSoft and Company.  This Schedule is part of the License Agreement
incorporate  by  reference  in the  Addendum.  Capitalized  terms shall have the
meaning  ascribed to them in the License  Agreement,  Handwritten or typewritten
text  (other than  information  which is  specifically  called for in the spaces
provided)  which  purports  to modify or  supplement  the  printed  text of this
Schedule  shall  have no  effect  and  shall not add to or vary the terms of the
License  Agreement.  All Software listed herein is deliverable  only if any when
generally available.

<TABLE>
--------------------------------------------------------------------------------------------------------------------------
<CAPTION>
PRIMARY CONTACT                                 BILLING INFORMATION               SHIPPING/SITE INFORMATION
--------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                               <C>
Contact:  Kurt Collins                          Contact: Same                     Contact:  Same
--------------------------------------------------------------------------------------------------------------------------
Address:  3343 Peachtree Rd.                    Address:  Same                    Address:  Same
Suite 270, Atlanta, GA  30326
--------------------------------------------------------------------------------------------------------------------------
Email: kurt_collins@empowersolutions.com        Email:  same                      Email:  same
--------------------------------------------------------------------------------------------------------------------------
Phone:  404-995-3815                            Phone:  same                      Phone:  same
--------------------------------------------------------------------------------------------------------------------------
Fax:  404-995-3835                              Fax:  same                        Fax:  same
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
--------------------------------------------------------------------------------------------------------------------------
<CAPTION>
               Software/Service                                         Database       OS       Per       #       Total
(indicate specific Software modules or "suite")**       Release         Platform               Copy     Copies    License
                                                                                              License             Fee***
                                                                                                Fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>                   <C>
 None                                                                                         No Fee                $0.00
--------------------------------------------------------------------------------------------------------------------------
                                                                         TOTAL SOFTWARE LICENSE:               No Fee US$
                                                                                                                     0.00
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

*       LAN versions are unlimited Users.
**      Please refer to attached Software Product Descriptions for details about
        software modules contained in each product description.
***     Company shall pay all amounts due hereunder within thirty (30) days from
        the date of the invoice.


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PeopleSoft         SOFTWARE AND SUPPORT SERVICE ADDENDUM TO THE
Logo here               SERVICE ALLIANCE MASTER AGREEMENT
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LICENSE TO USE SOFTWARE PREVIOUSLY LICENSED UNDER SEPARATE AGREEMENTS
The parties  agree that the  following  list of Software is a true and  complete
list of the PeopleSoft  Software currently in the possession of Licensee,  which
Software  Licensee  desires  to keep,  and that  such  Software  was  previously
licensed under the terms of one or more other  agreements  which have expired or
are superseded by this Agreement. PeopleSoft hereby grants a license to Licensee
to continue to use the following Software solely pursuant to Exhibit A, Software
License  Terms and  Conditions,  contained  herein and  executed  herewith.  The
parties further agree that any such prior agreement under which any of the below
listed  Software  was licensed is hereby  superseded.  Licensee  represents  and
warrants that any PeopleSoft  software in possession  which is not listed herein
will be  destroyed  or  returned  to  PeopleSoft  within  ten  (10)  days of the
execution of this  Agreement.  Software  support  services  will  continue to be
provided  on  the  below  listed  Software  in  accordance  with  the  terms  of
PeopleSoft's current standard published Alliance Software Support Services Terms
and Conditions,  a copy of which can be found on PeopleSoft Alliance Connection,
upon  PeopleSoft's  receipt of the  annual  support  services  fees at the rates
previously  agreed  upon  in the  expired  or  superseded  agreements.  Licensee
understands and agrees that  PeopleSoft  will invoice  Licensee for all Software
support  services for the below listed Software on one annual invoice,  on which
PeopleSoft will pro-rate fees as appropriate.

<TABLE>
<CAPTION>
              SOFTWARE MODULE/SUITE               RELEASE    DATABASE PLATFORM     COPIES    DATE ACQUIRED
-------------------------------------------------------------------------------------------------------
<S>                           <C>                       <C>        <C>                       <C>      <C>
        HRMS Suite                                      6.0           Oracle (LAN)*          1        07/15/97
     Financials Suite                                   6.0           Oracle (LAN)*          1        07/15/97
    Distribution Suite                                  6.0           Oracle (LAN)*          1        07/15/97
   Manufacturing Suite                                  6.0           Oracle (LAN)*          1        07/15/97
        HRMS Suite            Application Update        7.0           Oracle (LAN)*          1        01/08/98
     Financials Suite         Application Update        7.0           Oracle (LAN)*          1        01/08/98
    Distribution Suite        Application Update        7.0           Oracle (LAN)*          1        01/08/98
   Manufacturing Suite        Application Update        7.0           Oracle (LAN)*          1        01/08/98
        HRMS Suite            Application Update        7.5           Oracle (LAN)*          1        06/16/98
     Financials Suite         Application Update        7.5           Oracle (LAN)*          1        06/16/98
    Distribution Suite        Application Update        7.5           Oracle (LAN)*          1        06/16/98
   Manufacturing Suite        Application Update        7.5           Oracle (LAN)*          1        06/16/98
Student Administration Suite                            7.0            Single User           1        09/01/98
Student Administration Suite  Application Update        7.5            Single User           1        01/22/99
     Financials Suite         Public Sector             7.0            Single User           1        06/18/99
     Financials Suite         Public Sector             7.0        MS SQLServer (LAN)*       1        06/18/99
        HRMS Suite            Education & Govt          7.5            Single User           1        06/18/99
        HRMS Suite            Education & Govt          7.5        MS SQLServer (LAN)*       1        06/18/99
Student Administration Suite                            7.5            Single User           1        06/18/99
Student Administration Suite                            7.5        MS SQLServer (LAN)*       1        06/18/99
</TABLE>


ACCEPTED BY:                                    ACCEPTED BY:
INTELLIGROUP, INC. AND ITS WHOLLY OWNED         PEOPLESOFT, INC.
SUBSIDIARY EMPOWER, INC.


/s/ Kurt Collins                                /s/ Bill Parsons
--------------------------------------          --------------------------------
Authorized Signature                            Authorized Signature


Kurt Collins, VP Empower Solutions              BILL PARSONS, ALLIANCES V.P.
--------------------------------------          --------------------------------
Printed Name and Title                          Printed Name and Title


                                                    ----------------------
                                                         Standard Form
                                                           Agreement

                                                      RK 5/2/2000 3:23 PM
                                                    ----------------------



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PeopleSoft         SOFTWARE AND SUPPORT SERVICE ADDENDUM TO THE
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                          SOFTWARE PRODUCT DESCRIPTIONS

                                     (NONE)







                                                                     Page 6 of 6