MASTER CONSULTING SERVICES AGREEMENT


THIS MASTER CONSULTING SERVICES AGREEMENT (this  "Agreement"),  made and entered
into  this  4th  day of  February,  2000  ("Effective  Date"),  by  and  between
Intelligroup,  Inc. (hereinafter "Intelligroup"),  a New Jersey corporation, and
Mueller/Shields (hereinafter "Consultant"), a California corporation:

Recitals:

Consultant  represents  that it has  expertise in the area of sales,  marketing,
training,  and strategic planning,  and is ready,  willing,  and able to provide
consulting  assistance to  Intelligroup  on the terms and  conditions  set forth
herein; and

Intelligroup, in reliance on Consultant's representations,  is willing to engage
Consultant as an independent  contractor,  and not as an employee,  on the terms
and conditions set forth herein;

NOW THEREFORE,  in consideration of the obligations  herein made and undertaken,
the parties, intending to be legally bound, hereby agree as follows:

SECTION 1.  SCOPE OF SERVICES

1.1   Consultant shall provide consulting services (the "Services") as set forth
      in the Intelligroup,  Inc. Integrated Sales and Marketing Program Proposal
      - ESG Revision 2.4 dated October 12, 1999 (the  "Proposal")  and submitted
      by Consultant to  Intelligroup.  Consultant shall render such services and
      deliver the required reports and other  deliverables  ("Deliverables")  in
      accordance  with the timetable and  milestones  set forth in Exhibit A and
      the Proposal. In the event Consultant anticipates at any time that it will
      not reach  one or more  milestones  or  complete  one or more  assignments
      within the prescribed  timetable,  Consultant shall  immediately so inform
      Intelligroup by written notice, submit proposed revisions to the timetable
      and  milestones  that  reflect  Consultant's  best  estimates  of what can
      realistically  be  achieved,  and  continue  to work  under  the  original
      timetable  and  milestones  until  otherwise   directed  by  Intelligroup.
      Consultant  shall also  prepare  and submit  such  further  reports of its
      performance  and  its  progress  as  set  forth  in  the  Proposal  and as
      Intelligroup may reasonably request from time to time.

1.2   Consultant shall provide and make available to Intelligroup such resources
      as  shall  be  necessary  to  perform  the  Services  called  for by  this
      Agreement.  Such resources shall include the key employees (Key employees)
      named by the parties and listed in Exhibit B, as amended in writing by the
      parties from time to time.  If any such Key Employee  leaves the employ of
      Consultant  during  the  term  of this  Agreement  for  any  reason  or is
      unavailable  to  continue  work  at  the  specified  level  of  commitment
      (full-time,  X number of  hours/week,  etc.)  called  for  herein,  and if
      substitute  individuals  acceptable to  Intelligroup  are not available to
      continue  the work  within 5 business  days,  Intelligroup  shall have the
      right to terminate this Agreement pursuant to Section 2.2 hereof.

1.3   Intelligroup shall, within 10 business days of receipt of each Deliverable
      submitted to Intelligroup,  advise Consultant of Intelligroup's acceptance
      or rejection of such  Deliverable.  Any rejection shall specify the nature
      and scope of the deficiencies in such Deliverable.  Consultant shall, upon
      receipt of such rejection,  act diligently,  but in no event later than 10
      business days to correct such deficiencies.

1.4   All work shall be performed in a workmanlike  and  professional  manner by
      employees of Consultant having a level of skill and experience in the area
      commensurate  with the  requirements of the scope of work to be performed.
      Consultant shall make sure its employees at all times observe security and
      safety policies of Intelligroup while on Intelligroup's site.

<PAGE>

1.5   Intelligroup  and  Consultant  shall  develop  appropriate  administrative
      procedures  to  apply  to  Consultant's   personnel.   Intelligroup  shall
      periodically  prepare an evaluation  of the  performance  of  Consultant's
      personnel.

1.6   Intelligroup  may  interview  the  Consultant's   personnel   assigned  to
      Intelligroup's  work.  Consultant  shall have the right,  at any time,  to
      request removal of any employee(s) of Consultant whom  Intelligroup  deems
      to be  unsatisfactory.  Upon such request,  Consultant  shall use its best
      efforts to promptly replace such  employee(s) with substitute  employee(s)
      having appropriate skills and training within two business days.

1.7   Anything  herein  to the  contrary  notwithstanding,  the  parties  hereby
      acknowledge and agree that Intelligroup shall have no right to control the
      manner,  means, or method by which Consultant performs the Services called
      for by this  Agreement.  Rather,  Intelligroup  shall be entitled  only to
      direct Consultant with respect to the elements of Services to be performed
      by  Consultant  and the results to be derived by  Intelligroup,  to inform
      Consultant as to where and when such Services  shall be performed,  and to
      review and assess the  performance  of such Services by Consultant for the
      limited  purposes of assuring that such  Services have been  performed and
      confirming that such results were satisfactory.

SECTION 2.  TERM OF AGREEMENT

2.1   This Agreement  shall commence on the Effective  Date, and unless modified
      by mutual  agreement of the parties or terminated  earlier pursuant to the
      terms of this Agreement,  shall continue until the satisfactory completion
      of the Services.

2.2   This  Agreement may be terminated by either party upon sixty (60) business
      days' prior written  notice,  if the other party  breaches any term hereof
      and the  breaching  party fails to cure such breach within such sixty (60)
      business day period.

2.3   This Agreement may be terminated by  Intelligroup  at its discretion  upon
      thirty (30) business days' prior written notice.

2.4   Upon termination of this Agreement for any reason,  Intelligroup shall pay
      the Consultant for all services performed in accordance with the Milestone
      Payment Schedule  specified in Exhibit A. Consultant shall promptly return
      to Intelligroup all copies of any Intelligroup data, records, or materials
      of whatever  nature or kind,  including  all materials  incorporating  the
      proprietary  information of Intelligroup and all work for hire pursuant to
      this  Agreement.  Consultant  shall furnish to  Intelligroup  all works in
      progress or portions thereof, including all incomplete work.

2.5   In the event of termination,  Consultant  will assist  Intelligroup in the
      orderly  termination  of the Services  and/or any  applicable  attachments
      hereto,  and the transfer of all items and Work Product  (defined  below),
      tangible  and   intangible,   as  may  be   necessary   for  the  orderly,
      non-disrupted  business  continuation  of  Consultant;  and shall promptly
      deliver to Intelligroup, upon the expiration or termination of all or part
      of  the  Services,  complete  and  correct  copies  of  all  Work  Product
      (including any related source code) in the form and on the media in use as
      of the date of such expiration or termination.

2.6   Upon termination by Intelligroup, Intelligroup shall have no liability for
      any payments accruing for Services performed after the termination date.


                                      -2-
<PAGE>

SECTION 3.  FEES, EXPENSES AND PAYMENT

3.1   In   consideration   of  the  Services  to  be  performed  by  Consultant,
      Intelligroup  shall,  within thirty (30) days of receipt of an invoice for
      each milestone,  as set forth in the Milestone Payment Schedule in Exhibit
      A attached hereto,  pay Consultant the fees due pursuant to such Milestone
      Payment  Schedule,  as well  as  provide  the  Shared  Risk/Shared  Reward
      Compensation and Stock Options in Exhibit A.

3.2   In the event  Consultant  terminates this Agreement  because of a material
      breach by Intelligroup, Consultant shall be entitled to a pro rata payment
      for work in progress  based on the percentage of work then  completed.  No
      such  pro  rata  payment  shall be made if  Intelligroup  terminates  this
      Agreement because of a breach of Consultant.

3.3   Consultant  agrees  that  the  fees  and  charges  for  any  follow-on  or
      additional  work not  included in the  Proposal  attached  hereto shall be
      performed at the lesser of (1)  Consultant's  then-current  rates for such
      work as charged to Consultant's  most favored customer  receiving  similar
      services,  or (2) the rates  applicable to the scope of work fixed by this
      Agreement, including any discount previously applied to the work set forth
      in the  proposal.  In the event  any  payment  is  delinquent  under  this
      Agreement,  all  amounts  due and owing  shall  accrue  interest  at eight
      percent per annum.

SECTION 4. CONSULTANT PERSONNEL

4.1   Consultant shall bear sole  responsibility  for payment of compensation to
      its personnel. Consultant shall pay and report, for all personnel assigned
      to Intelligroup's  work, federal and state income tax withholding,  social
      security taxes, and unemployment insurance applicable to such personnel as
      employees of Consultant. Consultant shall bear sole responsibility for any
      health or disability  insurance,  retirement benefits, or other welfare or
      pension  benefits  (if  any) to  which  such  personnel  may be  entitled.
      Consultant  agrees to defend,  indemnify and hold  harmless  Intelligroup,
      Intelligroup's  officers,   directors,   employees  and  agents,  and  the
      administrators  of  Intelligroup's  benefit  plans  from and  against  any
      claims,  liabilities  or  expenses  relating  to such  compensation,  tax,
      insurance or benefit matters;  provided that  Intelligroup  shall promptly
      notify   Consultant   of  each  such   claim  when  and  as  it  comes  to
      Intelligroup's attention.  Intelligroup shall cooperate with Consultant in
      the defense and  resolution  of such claims,  and  Intelligroup  shall not
      settle or  otherwise  dispose of such claims  without  Consultant's  prior
      written consent; such consent not to be unreasonably withheld.

4.2   Notwithstanding  any other  workers'  compensation  or insurance  policies
      maintained by Intelligroup, Consultant shall procure and maintain workers'
      compensation  coverage  sufficient to meet the statutory  requirements  of
      every state where Consultant's  personnel assigned to Intelligroup's  work
      are located.

4.3   Consultant  shall obtain and maintain in effect  written  agreements  with
      each  of its  personnel  who  participate  in any of  Intelligroup's  work
      hereunder.  Such agreements  shall contain terms sufficient for Consultant
      to comply with all provisions of this Agreement.

4.4   As neither  Consultant  nor its  personnel are  Intelligroup's  employees,
      Intelligroup shall not take any action or provide  Consultant's  personnel
      with  any  benefits  or   commitments   inconsistent   with  any  of  such
      undertakings by Consultant. In particular,  Intelligroup will not withhold
      FICA (Social Security) from Consultant's  payments;  make state or federal
      unemployment  insurance  contributions  on  behalf  of  Consultant  or its
      personnel;   withhold  state  and  federal  income  tax  from  payment  to
      Consultant;   make  disability   insurance   contributions  on  behalf  of
      Consultant;  and  obtain  workers'  compensation  insurance  on  behalf of
      Consultant or its personnel.


                                      -3-
<PAGE>

SECTION 5.  INTELLECTUAL PROPERTY RIGHTS

5.1   All rights,  titles and interests in and to the programs,  systems,  data,
      reports, audio and video materials,  databases, or other materials used or
      produced by Consultant in the  performance  of the Services  called for in
      this Agreement,  including any modifications,  enhancements, or derivative
      works thereof, shall remain or become the property of Consultant.

5.2   All rights,  titles and  interests  in and to all  Deliverables  and other
      materials  provided  pursuant to this  Agreement,  including all rights in
      copyrights,  research,  databases  created  specifically for Intelligroup,
      domain names and internet addresses, or other intellectual property rights
      pertaining  thereto ("Work Product"),  shall be held by Intelligroup,  and
      all Work Product shall, to the extent  possible,  be considered works made
      by Consultant for hire for the benefit of  Intelligroup.  Consultant shall
      mark all Work Product with  Intelligroup's  copyright or other proprietary
      notices as directed  by  Intelligroup  and shall take all  actions  deemed
      necessary by Intelligroup to protect Intelligroup's rights therein. In the
      event that the Work Product does not  constitute  work made by  Consultant
      for hire for the benefit of Intelligroup  under  applicable law, or in the
      event that  Consultant  otherwise  retains any rights to any Work Product,
      Consultant   agrees  to  assign,   and  upon   creation   thereof   hereby
      automatically  assigns,  all rights,  titles, and interests in and to such
      Work Product to Intelligroup,  without further  consideration.  Consultant
      agrees to execute any documents of assignment or registration of copyright
      requested by Intelligroup respecting any and all Work Product.

5.3   All rights,  titles and interests in and to any programs,  systems,  data,
      and materials furnished to Consultant by Intelligroup are and shall remain
      the property of Intelligroup.

5.4   Notwithstanding  the above,  neither party shall be prevented  from making
      use  of  know-how  and  principles  learned  or  experience  gained  of  a
      non-proprietary and non-confidential nature.

SECTION 6.  CONFIDENTIAL INFORMATION

6.1   Consultant  acknowledges  that in order to perform the Services called for
      in this Agreement,  it shall be necessary for  Intelligroup to disclose to
      Consultant  certain trade secret(s) or other  confidential and proprietary
      information  that has been developed by  Intelligroup at great expense and
      that required considerable effort of skilled professionals  ("Confidential
      Information").  As used herein,  the term  Confidential  Information shall
      mean any  scientific or technical  data,  marketing or strategic  business
      information,   design,  process,  procedure,   formula,   methodology,  or
      improvement  that  is  commercially   valuable  to  Intelligroup  and  not
      generally  known  in the  industry.  Confidential  Information  shall  not
      include information which is:

       a.   independently developed by Consultant or already known by Consultant
            prior  to  Consultant's  receipt  of  Confidential  Information  and
            without violating its obligations hereunder or any of Intelligroup's
            proprietary rights;

       b.   publicly  known  (other  than  through  unauthorized  disclosure  by
            Consultant);

       c.   disclosed by Intelligroup to a third party without any obligation of
            confidentiality; or

       d.   required to be disclosed by  Consultant  pursuant to any  applicable
            law or  order of  court  (provided  that  consultant  shall  provide
            reasonable prior written notice to Intelligroup of such disclosure).

                                      -4-
<PAGE>

      Consultant  agrees that it shall not  disclose,  transfer,  use,  copy, or
      allow access to any such  Confidential  Information to any employees or to
      any  third  parties,  except  for  those  who  have a need  to  know  such
      Confidential  Information in order to accomplish the  requirements of this
      Agreement and who are bound by contractual  obligations of confidentiality
      and  limitation  of use  sufficient  to give  effect  to this  Section  6.
      Consultant  further  acknowledges  that the Work Product will of necessity
      incorporate such  Confidential  Information.  In no event shall Consultant
      disclose  any  such   Confidential   Information  to  any  competitors  of
      Intelligroup or to third parties generally.

6.2   The  parties  agree to hold the  nature  and  terms of this  Agreement  as
      Confidential  Information and Consultant  shall not disclose the nature of
      the effort  undertaken for  Intelligroup or the terms of this Agreement to
      any  other  person  or  entity,  except  as may be  necessary  to  fulfill
      Consultant's obligations hereunder, or as required by law.

6.3   Consultant  shall  not  at  any  time  use  Intelligroup's   name  or  any
      Intelligroup trademark(s) or trade name(s) in any advertising or publicity
      without the prior written consent of Intelligroup.

6.4   The  obligations  set forth in this Section shall survive  termination  of
      this  Agreement  and  continue  for so  long as the  relevant  information
      remains proprietary or Confidential Information.

SECTION 7.  WARRANTIES

7.1   Consultant warrants that:

       a.   Consultant's   performance  of  the  Services  called  for  by  this
            Agreement do not and shall not violate any applicable  law, rule, or
            regulation;  any contracts  with third parties;  or any  third-party
            rights in any patent, trademark, copyright, trade secret, or similar
            right; and

       b.   Consultant is the lawful owner or licensee of any software  programs
            or other  materials  used by  Consultant in the  performance  of the
            Services  called for in this Agreement and has all rights  necessary
            to  convey  to  Intelligroup  the  unencumbered  ownership  of  Work
            Product.

       b.   Consultant warrants that all  Intelligroup  data and  information in
            Consultant's possession or accessible  by  Consultant  are and shall
            remain the property  of  Intelligroup.  The  Intelligroup  data  and
            information shall not be:  (i)  used  by  Consultant  other  than in
            connection with providing  the  Services;   (ii)  disclosed,   sold,
            assigned,   leased  or  otherwise   provided  to  third  parties  by
            Consultant;  or  (iii)  commercially  exploited  by or on  behalf of
            Consultant or any other third party.

       d.   Consultant  warrants that it shall establish and maintain safeguards
            against the destruction, loss, alteration or unauthorized disclosure
            of the Intelligroup data and information in Consultant's  possession
            in accordance with Intelligroup's  security standards as notified by
            Intelligroup  to  Consultant  from  time to time,  including  use of
            secure passwords and login IDs.

SECTION 8.  INDEMNIFICATION AND EXCLUSION OF DAMAGES

8.1   Consultant  hereby  indemnifies  and agrees to hold harmless  Intelligroup
      from  and  against  any and all  claims,  demands,  and  actions,  and any
      liabilities,  damages,  or expenses resulting  therefrom,  including court
      costs and  reasonable  attorney  fees,  arising  out of or relating to the
      Services performed by Consultant hereunder or any breach of the warranties
      made by Consultant pursuant to Section 8 hereof.  Consultant's obligations
      under this Section 9.1 shall survive the termination of this Agreement for
      any reason.  Intelligroup  agrees to give Consultant  prompt notice of any
      such claim, demand, or action and


                                      -5-
<PAGE>

      shall, to the extent  Intelligroup  is not adversely  affected,  cooperate
      fully with Consultant in defense and settlement thereof.

8.2   EXCEPT IN THE EVENT OF BREACH OF SECTIONS 5, 7, 8, OR 9.1,  NEITHER  PARTY
      SHALL BE LIABLE  FOR ANY  INDIRECT,  CONSEQUENTIAL,  INCIDENTAL,  SPECIAL,
      PUNITIVE OR EXEMPLARY DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, OR
      TORT  (INCLUDING  NEGLIGENCE  OR STRICT  LIABILITY) OR ANY OTHER THEORY OF
      LIABILITY,  REGARDLESS  OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF
      THE POSSIBILITY OF SUCH DAMAGES.


SECTION 9.  NON-COMPETITION

9.1   Consultant  hereby agrees that during the term of this Agreement and for a
      period of twelve (12) months thereafter it will not directly or indirectly
      offer  substantially  similar  services to another  entity that  develops,
      offers,  or provides  Internet or Enterprise  Information  Portal  ("EIP")
      services to substantially the same or similar markets as Intelligroup,  as
      described in the Proposal, without Intelligroup's prior written consent.

SECTION 10.  MISCELLANEOUS

10.1  Consultant  shall not assign,  transfer,  or subcontract this Agreement or
      any of its  obligations  hereunder  without the prior  written  consent of
      Intelligroup;  provided,  however, that Consultant may assign its right to
      receive  payments  hereunder  to such  third  parties  as  Consultant  may
      designate by written notice to Intelligroup.

10.2  This  Agreement  shall  be  governed  and  construed  in all  respects  in
      accordance  with the laws of the State of New  Jersey  as they  apply to a
      contract executed, delivered and performed solely in such State.

10.3  The parties are and shall be independent  contractors to one another,  and
      nothing  herein  shall be  deemed  to cause  this  Agreement  to create an
      agency, partnership, or joint venture between the parties. Nothing in this
      Agreement  shall be interpreted  or construed as creating or  establishing
      the relationship of employer and employee between  Intelligroup and either
      Consultant or any employee or agent of Consultant.

10.4  Consultant  shall, at is sole expense,  obtain and carry in full force and
      effect, during the term of this Agreement, insurance coverage of the types
      and in the amounts listed in Exhibit A. Upon the request of  Intelligroup,
      Consultant  shall  provide  Intelligroup  with  evidence  satisfactory  to
      Intelligroup of such insurance.

10.5  All remedies  available  to either  party for one or more  breaches by the
      other  party  are and  shall be  deemed  cumulative  and may be  exercised
      separately  or  concurrently  without  waiver of any other  remedies.  The
      failure of either party to act in a breach of this  Agreement by the other
      shall  not be  deemed a  waiver  of such  breach  or a  waiver  of  future
      breaches,  unless such waiver  shall be in writing and signed by the party
      against whom enforcement is sought.

10.6  All notices required or permitted  hereunder shall be in writing addressed
      to the respective parties as set forth below, unless another address shall
      have been  designated,  and shall be delivered by hand or by registered or
      certified mail, postage prepaid.

10.7  This Agreement  constitutes the entire agreement of the parties hereto and
      supersedes  all  prior  representations,   proposals,   discussions,   and
      communications, whether oral or in writing. This Agreement may be modified
      only in writing and shall be enforceable in accordance with its terms when
      signed by the party sought to be bound.


                                      -6-
<PAGE>

10.8  The parties covenant and agree that,  subsequent to the Effective Date and
      without any  additional  consideration,  each of the parties shall execute
      and deliver any further legal  instruments  and perform any acts which are
      or may become necessary to effectuate the purposes of this Agreement.

10.9  In the event of a conflict or an inconsistency between this Agreement, the
      Proposal,  and any Exhibit attached hereto,  the Exhibit shall govern this
      Agreement and this Agreement shall govern the Proposal.

10.10 Any dispute or controversy  arising under or relating to this Agreement or
      the  relationship  between the parties  created by this Agreement shall be
      resolved  by final  and  binding  arbitration  under the  auspices  of the
      American  Arbitration  Association.  The  parties  shall have the right to
      conduct reasonable  discovery and the hearing shall be held as promptly as
      possible.  In the event  any  legal  action is  necessary  to  enforce  or
      interpret this Agreement, the prevailing party shall recover all costs and
      attorneys' fees.

IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed by
their duly authorized representatives, on the date and year first above written.

[Intelligroup]                            [Mueller/Shields]

/s/ Arjun Valluri                         /s/ Stephen Hansmire
--------------------------------------------------------------------------------
By:                                       By:
Arjun Valluri                             Stephen Hansmire
--------------------------------------------------------------------------------
Title:                                    Title:
Chairman and Co-CEO                       Executive Vice President
--------------------------------------------------------------------------------
Address for correspondence:               Address for correspondence:
499 Thornall Street                       15225 Alton Parkway
Edison, NJ 08837                          Building 100
                                          Irvine, CA 92618





                                      -7-
<PAGE>

                                    EXHIBIT A

--------------------------------------------------------------------------------
MONTH                                  SCHEDULE OF WORK
--------------------------------------------------------------------------------
October 1999       o     Kick off meeting
                   o     Assign M/S team members
                   o     Develop   and   finalize  the  research   strategy  and
                         questionnaire
                   o     Start research interviews
                   o     Develop  class  "A" lead definition,  lead distribution
                         protocol, lead form, and lead generation questionnaire
                   o     IT set-up for marketing database
                   o     List purchase and prospect database build
                   o     Weekly reporting
--------------------------------------------------------------------------------
November 1999      o     Continue with research questionnaire interviews
                   o     Data entry of research interviews
                   o     Begin the development of the sales training program
                   o     Interim market research analysis and report
                   o     Begin development on corporate brochure
                   o     Begin  creative  development  for  marketing   programs
                         (direct mail and advertising)
                   o     Begin the telecontact demand generation program
                   o     Monthly review meeting
                   o     Develop lead tracking/pipeline report and system
--------------------------------------------------------------------------------
December 1999      o     Complete  research  questionnaire  interviews  and data
                         entry
                   o     Code, tabulate, and analysis market data
                   o     Develop market research report and recommendations
                   o     Present market research findings
                   o     Finalize copy for corporate brochure
                   o     Begin development of planning guide
                   o     Develop  initial  creatives for the  marketing programs
                         and begin the market testing
                   o     Begin the prospect  database  build for the seminar and
                         direct marketing programs
                   o     Final selection of seminar sites
                   o     Continue development of the sales training program
                   o     Continue the telecontact demand generation program
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
January 2000       o     Finalize planning guide
                   o     Print corporate brochure
                   o     Develop the collateral carrier and envelope
                   o     Begin development of data sheets
                   o     Begin development of proposal template program
                   o     Continue development of the sales training program
                   o     Complete market testing of creatives  and  finalize the
                         creatives
                   o     Review  creatives for the  marketing  programs  (direct
                         mail and advertising programs)
                   o     Finalize the  prospect  database build for seminar  and
                         direct mail programs
--------------------------------------------------------------------------------

                                      -8-
<PAGE>

--------------------------------------------------------------------------------
MONTH                                  SCHEDULE OF WORK
--------------------------------------------------------------------------------
                   o     Continue the telecontact demand generation program
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
February 2000      o     Print the planning guide
                   o     Print the collateral carrier and envelope
                   o     Finalize copy and creative for data sheets
                   o     Complete development of the white papers
                   o     Complete development of proposal template program
                   o     Develop and finalize telecontact scripts for the direct
                         marketing programs
                   o     Continue development of the sales training program
                   o     Finalize all creatives for marketing programs
                   o     Trade show consulting
                   o     Implement wave 1A of direct marketing program
                   o     Begin  telecontact  program  in  support  of the direct
                         marketing program
                   o     Develop and implement collateral fulfillment program
                   o     Begin lead qualification, distribution, and reporting
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
March 2000         o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Continue   lead   qualification,    distribution,   and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Delivery first sales training class
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
April 2000         o     Implement wave 1B of direct marketing program
                   o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Continue   lead   qualification,    distribution,   and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
May 2000           o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Continue   lead   qualification,    distribution,   and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------

                                      -9-
<PAGE>

--------------------------------------------------------------------------------
MONTH                                  SCHEDULE OF WORK
--------------------------------------------------------------------------------
June 2000          o     Implement wave 2A of direct marketing program
                   o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Continue   lead   qualification,    distribution,   and
                         reporting
                   o     Conduct sales training course
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
July 2000          o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Continue   lead   qualification,    distribution,   and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
August 2000        o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Continue   lead   qualification,    distribution,   and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
September 2000     o     Implement wave 2B of direct marketing program
                   o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Conduct sales training course
                   o     Continue   lead   qualification,    distribution,   and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Conduct sales training course
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
October 2000       o     Conduct sales training course
                   o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Continue   lead   qualification,    distribution,   and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------

                                      -10-
<PAGE>

--------------------------------------------------------------------------------
MONTH                                  SCHEDULE OF WORK
--------------------------------------------------------------------------------
November 2000      o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Conduct sales training course
                   o     Continue   lead   qualification,    distribution,   and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
December 2000      o     Continue telecontact program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Conduct sales training course
                   o     Continue   lead   qualification,    distribution,   and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------



                                      -11-
<PAGE>


                     INTELLIGROUP MILESTONE PAYMENT SCHEDULE


         ---------------------------------------------------------------
                        MONTH MILESTONE PAYMENT SCHEDULE
         ---------------------------------------------------------------
            INVOICE DATE           PAYMENT DUE        MONTHLY MILESTONE
                                                      PAYMENT SCHEDULE
         ---------------------------------------------------------------
           October 1, 1999       Deposit Due Upon          $141,403
                                 Receipt
         ---------------------------------------------------------------
           November 1, 1999      November 30, 1999         $241,483
         ---------------------------------------------------------------
           December 1, 1999      December 31, 1999         $192,495
         ---------------------------------------------------------------
           January 1, 2000       January 31, 2000          $150,000
         ---------------------------------------------------------------
           February 1, 2000      February 29, 2000         $150,000
         ---------------------------------------------------------------
           March 1, 2000         March 31, 2000            $100,000
         ---------------------------------------------------------------
           April 1, 2000         April 30, 2000            $200,000
         ---------------------------------------------------------------
           May 1, 2000           May 31, 2000              $200,000
         ---------------------------------------------------------------
           June 1, 2000          June 30, 2000             $200,000
         ---------------------------------------------------------------
           July 1, 2000          July 31, 2000             $214,490
         ---------------------------------------------------------------
           August 1, 2000        August 31, 2000           $214,490
         ---------------------------------------------------------------
           September 1, 2000     September 30, 2000        $272,240
         ---------------------------------------------------------------
           October 1, 2000       October 31, 2000          $245,290
         ---------------------------------------------------------------
           November 1, 2000      November 30, 2000         $214,490
         ---------------------------------------------------------------
           December 1, 2000      December 31, 2000         $214,490
         ---------------------------------------------------------------
           TOTAL PROGRAM INVESTMENT                      $2,950,871
         ---------------------------------------------------------------



                                      -12-
<PAGE>

                     SHARED RISK/SHARED REWARD COMPENSATION
                     --------------------------------------


Mueller/Shields  will  receive  additional  compensation  based  on  the  actual
quarterly revenues achieved by Intelligroup according to the scheduled below.

The quarterly revenue goals that this compensation will be based are:

      Q1 2000           $27,793,000
      Q2 2000           $37,758,000
      Q3 2000           $47,993,000
      Q4 2000           $55,276,000

The compensation that Mueller/Shields will receive for each quarter is:

o  If the actual  quarterly  revenue is less than 80% of the  quarterly  revenue
   goal, Mueller/Shields will receive no compensation for that quarter.

o  The  compensation  for the  quarter  will be 1.0% of the  actual  incremental
   revenue over 80% of the quarterly revenue goal.

o  If the actual revenue achieved is over 100%,  Mueller/Shields will receive an
   additional 2.0% of the actual incremental  revenue over 100% of the quarterly
   revenue goal.

o  The compensation will not exceed $150,000 for each quarter.


Examples of how the compensation would be calculated are included in the
following table


           ----------------------------------------------------------
               Quarter          Actual Revenue          Total
                                   Achieved         Compensation
           ----------------------------------------------------------
               Q1 2000           $28,000,000           $60,000
           ----------------------------------------------------------
               Q2 2000           $38,000,000           $80,000
           ----------------------------------------------------------
               Q3 2000           $48,000,000           $96,000
           ----------------------------------------------------------
               Q4 2000           $55,000,000          $100,000
           ----------------------------------------------------------


The calculated  compensation  will be paid within the 30 days after a quarter is
completed. Example, the Q1 2000 payment would be due on April 30, 2000.



                                      -13-
<PAGE>

A.    Stock Options


Within  ten  (10)  business  days  after  SeraNova   becomes   publicly  traded,
Intelligroup   shall  grant   Mueller/Shields   fully  vested   options  to  buy
Intelligroup  common  stock at Twenty  Dollars  ($20) per  share.  The number of
shares covered by these options shall be 290,000  divided by the price of a June
2000 call option to buy Intelligroup  stock at $20 per share on the Philadelphia
Stock Exchange.




                                      -14-
<PAGE>

                            EXHIBIT B: KEY EMPLOYEES:

B.    Key Employees:

Intelligroup  shall have ready and  unencumbered  access during regular business
hours to the following Consultant personnel:

1.    Phyllis Mueller
2.    Craig Shields
3.    Bill Thompson
4.    Stephen Hansmire

The following  employees shall be deemed Key Employees  pursuant to the terms of
the Agreement:

--------------------------------------------------------------------------------
Name                               Minimum Hours /week/month on SeraNova Project
--------------------------------------------------------------------------------
Willie Bloomstein                  15 per week/60 per month
--------------------------------------------------------------------------------
Chris Breakfield                   40 per week/175 per month
--------------------------------------------------------------------------------
Paula Davey                        10 per week/45 per month
--------------------------------------------------------------------------------
Scot Hansen                        5 per week/20 per month
--------------------------------------------------------------------------------
Alain Jamar                        10 per week/45 per month
--------------------------------------------------------------------------------
Jordan Maliwanag                   40 per week/175 per month
--------------------------------------------------------------------------------
Sally Mikhail                      10 per week/85 per month
--------------------------------------------------------------------------------
Jennifer Murray                    10 per week/85 per month
--------------------------------------------------------------------------------
Robin O'Hanlon                     40 per week/175 per month
--------------------------------------------------------------------------------
Gary Patrick                       10 per week/45 per month
--------------------------------------------------------------------------------
Fred Roeschke                      40 per week/175 per month
--------------------------------------------------------------------------------
Allen Stanfield                    40 per week/175 per month
--------------------------------------------------------------------------------
Glenn Warren                       5 per week/20 per month
--------------------------------------------------------------------------------
Robin Young                        5 per week/20 per month
--------------------------------------------------------------------------------



                                      -15-