CONTRIBUTION AGREEMENT

     This  Contribution  Agreement  (this  "AGREEMENT")  is  entered  into as of
January 1, 2000 by and  between  Intelligroup,  Inc.,  a New Jersey  corporation
("INTELLIGROUP"), and SeraNova, Inc., a New Jersey corporation ("SERANOVA").

                                   BACKGROUND

     WHEREAS, on September 9, 1999, Intelligroup formed SeraNova (formerly known
as Infinient, Inc.), for the purpose of operating independently a business which
provides strategic Internet consulting services, interactive Internet solutions,
application   management  services  and  management   consulting  services  then
conducted  by  Intelligroup,  Azimuth,  NetPub and  Intelligroup  India  Private
Limited  as  part  of  their  respective   business  operations  (the  "SERANOVA
BUSINESS");

     WHEREAS,  the Board of Directors of Intelligroup  has determined that it is
in the best  interests  of  Intelligroup  and its  shareholders  to separate the
SeraNova Business from the Intelligroup Group;

     WHEREAS, to implement such separation,  Intelligroup  desires to contribute
and transfer,  and SeraNova desires to accept and assume,  certain of the assets
and certain of the  liabilities  of  Intelligroup  that are  necessary to enable
SeraNova to conduct the SeraNova  Business (the  "CONTRIBUTION"),  as more fully
described in this Agreement and the Ancillary Agreements;

     WHEREAS in consideration for the Contribution,  Intelligroup  shall receive
an aggregate of nine hundred  (900) shares of the common  stock,  $.01 par value
per share, of SeraNova.

     WHEREAS the parties desire to set forth the principal transactions required
to effect  the  separation  of  SeraNova  from  Intelligroup  and to govern  the
relationship of SeraNova and Intelligroup following the Contribution.

     NOW, THEREFORE, the parties hereby agree as follows:

     1. DEFINITIONS.  For purposes of this Agreement,  the following terms shall
        -----------
have the following meanings:

        1.1 "ACTION" means any demand, action, suit,  countersuit,  arbitration,
inquiry,  proceeding or  investigation by or before any federal,  state,  local,
foreign or international  Governmental Authority or any arbitration or mediation
tribunal.

        1.2 "AFFILIATE"  of any  Person  means  any  Person  that  controls,  is
controlled by, or is under common control with such Person,  where control means
the  possession,  directly  or  indirectly  of the  power to direct or cause the
direction of the



<PAGE>

management  and  policies of such entity  whether  through  ownership  of voting
securities or other interests, by contract or otherwise.

        1.3 "ANCILLARY  AGREEMENTS"  means the agreements set forth on EXHIBIT A
                                                                       ---------
hereto.

        1.4 "ASSETS"  means assets,  property and rights  (including  goodwill),
wherever  located  (including  in the  possession  of  vendors  or  other  third
parties),  whether real, personal or fixed, tangible,  intangible or contingent,
in each case  whether or not recorded or reflected or required to be recorded or
reflected on the books and records or financial statements of any Person.

        1.5 "AZIMUTH" means Azimuth  Consulting  Limited,  a corporation  formed
pursuant  to  the  laws  of  New  Zealand  and  a  wholly-owned   subsidiary  of
Intelligroup,  Azimuth Corporation Limited, a corporation formed pursuant to the
laws of New Zealand  and a  wholly-owned  subsidiary  of  Intelligroup,  Azimuth
Holdings Limited, a corporation formed pursuant to the laws of New Zealand and a
wholly-owned  subsidiary  of  Intelligroup,   Braithwaite  Richmond  Limited,  a
corporation  formed  pursuant  to the  laws of New  Zealand  and a  wholly-owned
subsidiary of Intelligroup, and each Subsidiary of Azimuth.

        1.6 "CLOSING DATE" means the date of the Contribution.

        1.7  "CONTRACT"   means  any  written  or  oral   contract,   agreement,
commitment,  lease,  license,  consulting  agreement,  supply  contract,  repair
contract,  distribution  agreement,  purchase  order,  technology  and  know-how
agreement,  instrument,  or any other contractual  commitment that is binding on
any Person or its property.

        1.8  "DELAYED  TRANSFER  ASSETS"  means  any  SeraNova  Assets  that are
expressly  enumerated  in  this  Agreement  or  any  Ancillary  Agreement  to be
transferred after the Closing Date.

        1.9  "ENVIRONMENTAL  LAW" means any federal,  state,  local,  foreign or
international law (including tort and environmental  nuisance law),  regulation,
license,  permit, order,  judgment or agreement with any Governmental  Authority
relating  to health,  safety,  pollution  or the  environment  or to  emissions,
discharges  or releases of any  substance  currently or hereafter  designated as
hazardous, toxic, waste, radioactive or dangerous.

        1.10  "ENVIRONMENTAL  LIABILITIES"  means all  Liabilities  relating to,
arising out of or resulting from any  Environmental Law or contract or agreement
relating to environmental, health or safety matters.

        1.11 "GAAP" means generally accepted accounting  principles in effect in
the United States consistently applied throughout the periods involved.

                                      -2-
<PAGE>

        1.12 "GOVERNMENTAL  AUTHORITY" means any federal,  state, local, foreign
or international court, government,  commission, board, bureau, agency, official
or other regulatory, administrative or governmental authority.

        1.13 "GROUP" means either the SeraNova Group or the Intelligroup  Group,
as applicable.

        1.14  "INFORMATION"  means  information,  whether or not  patentable  or
copyrightable,  in written,  oral,  electronic  or other  tangible or intangible
forms,  stored  in any  medium,  including  studies,  reports,  records,  books,
contracts,   instruments,   surveys,  discoveries,  ideas,  concepts,  know-how,
techniques,  designs,  specifications,  drawings, blueprints,  diagrams, models,
prototypes,  samples, flow charts, data, computer data, disks, diskettes, tapes,
computer programs,  software,  marketing plans, customer names, communication by
or to attorneys (including attorney-client privileged communications), memos and
other  materials  prepared  by  attorneys  or under their  direction  (including
attorney  work  product) and other  technical,  financial,  employee or business
information or data.

        1.15 "INTELLIGROUP GROUP" means,  collectively,  Intelligroup,  and each
Subsidiary of Intelligroup and each other Person that is controlled  directly or
indirectly  by  Intelligroup  immediately  after  the  Closing  Date;  provided,
                                                                       --------
however,  that the  Intelligroup  Group  shall not  include  SeraNova,  Azimuth,
-------
NetPub, Intelligroup India Private Limited or any other Subsidiary of SeraNova.

        1.16  "INTELLIGROUP  INDIA PRIVATE  LIMITED"  means  Intelligroup  India
Private  Limited,  a  corporation  formed  pursuant  to the laws of India  and a
wholly-owned  subsidiary of  Intelligroup,  and each  subsidiary of Intelligroup
India Private Limited.

        1.17 "JOINT BANK FACILITY"  means any loan,  credit,  financing or other
similar agreement among a bank or other financial institution, any member of the
SeraNova Group and any member of the Intelligroup Group, with the members of the
SeraNova Group and the  Intelligroup  Group being  co-borrowers,  co-obligors or
guarantors, whether entered into prior to or after the Closing Date.

        1.18 "LIABILITIES"  means any and all losses,  claims,  charges,  debts,
demands, actions, causes of action, suits, damages, obligations, payments, costs
and  expenses,  sums  of  money,  accounts,   bonds,   indemnities  and  similar
obligations,  covenants, contracts,  agreements, promises, omissions, variances,
guarantees,   make  whole   agreements  and  similar   obligations,   and  other
liabilities,   including  all  contractual  obligations,   whether  absolute  or
contingent,  matured  or  unmatured,  liquidated  or  unliquidated,  accrued  or
unaccrued, known or unknown, whenever arising, and including those arising under
any law, rule regulation,  Action,  threatened or contemplated Action (including
the costs and  expenses  of demands,  assessments,  judgments,  settlements  and
compromises  relating  thereto  and  attorneys'  fees and any and all  costs and
expenses,   whatsoever  reasonably  incurred  in  investigating,   preparing  or
defending against any such Action or threatened or contemplated  Action),  order
or consent decree of any


                                      -3-
<PAGE>

Governmental  Authority or any award of any  arbitrator or mediator of any kind,
and those arising under any contract, commitment or undertaking, including those
arising under this Agreement or any Ancillary  Agreement,  in each case, whether
or not  recorded or  reflected  or required to be recorded or  reflected  on the
books and records or financial statements of any Person.

        1.19 "LIEN" means any mortgage, pledge, hypothecation,  right of others,
claim, security interest,  encumbrance,  lease, sublicense,  license,  occupancy
agreement, adverse claim or interest, easement, covenant, encroachment,  burden,
title defect right or title retention, voting trust agreement, interest, equity,
option,  lien,  right  of  first  refusal,   charge  or  other  restrictions  or
limitations  of  any  nature  whatsoever  (whether   consensual,   statutory  or
otherwise).

        1.20 "NETPUB" means Network  Publishing,  Inc., a Utah  corporation  and
wholly-owned subsidiary of Intelligroup.

        1.21 "PERMITTED  LIENS"  includes liens for taxes,  assessments or other
governmental  charges or levies not yet delinquent or which are being  contested
in good faith by appropriate action and as to which adequate reserves shall have
been set  aside in  conformity  with  GAAP;  liens  of  mechanics,  materialmen,
landlords, warehousemen, carriers and similar liens arising in the future in the
ordinary course of business for sums not yet  delinquent,  or being contested in
good faith if a reserve or other  appropriate  provision in accordance with GAAP
shall have been made therefor;  statutory  liens incurred in the ordinary course
of business in connection with workers'  compensation,  unemployment  insurance,
social security and similar items for sums not yet delinquent or being contested
in good faith,  if a reserve or other  appropriate  provision in accordance with
GAAP shall have been made therefor; lessor's liens arising from operating leases
entered into in the ordinary course of business; and consensual liens granted on
Assets contributed to SeraNova with respect to financing  obligations assumed by
SeraNova.

        1.22 "PERSON" means an individual,  a general or limited partnership,  a
corporation, a trust, a joint venture, an unincorporated organization, a limited
liability   corporation  or  entity,  any  other  entity  and  any  Governmental
Authority.

        1.23 "PROMISSORY  NOTE" shall mean Promissory Note dated the date hereof
issued by SeraNova to  Intelligroup,  in an aggregate  principal amount equal to
the intercompany debt set forth on EXHIBIT H hereto.
                                   ---------

        1.24 "SECURITY INTEREST" means any mortgage,  security interest, pledge,
lien,  charge,  claim,  option,  right to acquire,  voting or other restriction,
right-of-way,  covenant,  condition,  easement,  encroachment,   restriction  on
transfer or other encumbrance of any nature whatsoever.

        1.25  "SERANOVA  ASSETS"  means  the items  listed in  EXHIBIT B hereto.
                                                               ---------


                                      -4-
<PAGE>

        1.26 "SERANOVA  BALANCE SHEET" means the  consolidated  balance sheet of
the SeraNova Group as of September 30, 1999, a copy which is attached  hereto as
EXHIBIT C.
---------

        1.27 "SERANOVA BANK FACILITY" means any loan, credit, financing or other
similar agreement  between a bank or other financial  institution and any member
of the  SeraNova  Group,  as the  borrower or  obligor,  which any member of the
Intelligroup Group has guaranteed, whether prior to or after the Closing Date.

        1.28 "SERANOVA  CONTRACTS" means the contracts and agreements  assigned,
transferred  and  delivered  from  Intelligroup  to the SeraNova  Group to which
SeraNova  or any of its  Subsidiaries  is or  shall  be a  party  following  the
Contribution, which are listed or described in EXHIBIT D hereto.
                                               ---------

        1.29 "SERANOVA  GROUP" means  SeraNova,  each Subsidiary of SeraNova and
each  other  Person  that is  controlled  directly  or  indirectly  by  SeraNova
immediately after the Closing Date.

        1.30 "SERANOVA LIABILITIES" includes the Liabilities listed on EXHIBIT E
                                                                       ---------
hereto.

        1.31   "SUBSIDIARY"  of  any  Person  means  any  corporation  or  other
organization whether incorporated or unincorporated of which at least a majority
of securities or interest  having by the terms thereof  ordinary voting power to
elect at least a majority of the board of directors or others performing similar
functions with respect to such corporation or other  organization is directly or
indirectly  owned  or  controlled  by such  Person  or by any one or more of its
Subsidiaries,  or by such Person and one or more of its Subsidiaries;  provided,
                                                                       --------
however,  that no person that is not directly or indirectly  wholly owned by any
-------
other Person shall be a Subsidiary of such other Person unless such other Person
controls, or has the right, power and ability to control, that Person.

        1.32 "TAX SHARING AGREEMENT" means the Tax Sharing Agreement dated as of
the date hereof between Intelligroup and SeraNova.

        1.33 "Taxes" has the meaning set forth in the Tax Sharing Agreement.

     2. CONTRIBUTION.
        ------------

        2.1  TRANSFER OF ASSETS AND CONTRACTS; ASSUMPTION OF LIABILITIES RELATED
             -------------------------------------------------------------------
             TO CONDUCT OF SERANOVA BUSINESS.
             -------------------------------

             (a) Subject to the conditions  contained  herein, as of the Closing
Date, Intelligroup shall have contributed,  transferred,  conveyed and delivered
to the  SeraNova  Group,  and  the  SeraNova  Group  shall  have  accepted  from
Intelligroup,  all of Intelligroup's  right,  title and interest in the SeraNova
Assets,  including  the  intellectual  property  set forth on EXHIBIT B attached
                                                              ---------
hereto,  free and clear of all  Liens  (other  than



                                      -5-
<PAGE>

Permitted  Liens listed on EXHIBIT F attached  hereto) related to the conduct of
                           ---------
the SeraNova Business, other than any Delayed Transfer Assets.

             (b)  As of the  Closing Date, subject to  Section 3.1  Intelligroup

shall have assigned,  transferred and delivered to the SeraNova  Group,  and the
SeraNova  Group shall have accepted  from  Intelligroup,  all of  Intelligroup's
right,  title and interest in and to all SeraNova  Contracts  pertaining  to the
SeraNova  Business  as  identified  on EXHIBIT D hereto and the  SeraNova  Group
                                       ---------
hereby  accepts and agrees to perform and comply with the SeraNova  Contracts as
if an original signatory thereunder.

             (c)  The  SeraNova   Group  hereby  assumes  only  those   SeraNova
Liabilities  listed on EXHIBIT E attached  hereto  related to the conduct of the
                       ---------
SeraNova  Business,  in accordance with their  respective  terms.  Except as set
forth on EXHIBIT E, the SeraNova Group shall not otherwise  acquire,  discharge,
         ---------
assume or become  responsible for any Liabilities of Intelligroup.  Intelligroup
agrees  to pay and  satisfy  when  due the  Liabilities  not  expressly  assumed
hereunder by the SeraNova Group.

             (d)   Upon  the  execution  hereof,  Intelligroup  hereby grants to
SeraNova a  non-exclusive,  royalty  free,  fully  paid,  irrevocable  right and
license  to sell,  assign,  copy,  distribute,  sub-license,  use and  otherwise
commercially  exploit the  intellectual  property  rights set forth on EXHIBIT G
                                                                       ---------
hereto (the "Licensed Intellectual  Property").  Such license includes the right
to  modify  and  enhance  the  Licensed  Intellectual  Property  and to own such
modifications  and  enhancements,  including all  intellectual  property related
thereto.


        2.2  TRANSFER OF SERANOVA ASSETS  CONSISTING  OF STOCK  OR OTHER  EQUITY
             -------------------------------------------------------------------
             INTERESTS.
             ----------

             (a)  To  the  extent that any of the  SeraNova  Assets  consists of
shares of stock of any corporate entity  (collectively,  the "Stock"),  upon the
execution  hereof,  the  certificates  representing  the Stock, if any, shall be
delivered to SeraNova,  duly endorsed in blank,  or  accompanied by stock powers
duly  executed  in blank,  with all  necessary  transfer  tax and other  revenue
stamps,  acquired  at  the  expense  of  Intelligroup,   affixed  and  canceled.
Intelligroup  agrees to cure any deficiencies with respect to the endorsement of
the certificates representing the Stock owned by Intelligroup or with respect to
the stock power accompanying any such certificates.

             (b)  To  the extent  that  any  of  SeraNova   Assets  consists  of
uncertificated  securities,  Intelligroup agrees to make such ledger entries, or
instruct  appropriate agents or government agencies to make such entries, and to
otherwise   take  such  steps  as   reasonably   necessary   to  transfer   such
uncertificated securities to SeraNova,  including without limitation the payment
of any transfer fees or taxes.


        2.3  ADJUSTMENT OF ASSETS AND  LIABILITIES.  The parties acknowledge and
             -------------------------------------
agree that the  information  set forth in the  Exhibits  and  Schedules  hereto,
including


                                      -6-
<PAGE>

the SeraNova Balance Sheet, is as of September 30, 1999. No later than March 31,
2000, the parties shall appropriately adjust and amend the information set forth
on the Exhibits and Schedules  hereto as of December 31, 1999. Such  adjustments
and amendments  shall be made to reflect the closing of the respective  books of
the parties (and their respective  Subsidiaries)  and the preparation of audited
financial statements for each of parties for the year ended December 31, 1999.

        2.4  DELAYED TRANSFER ASSETS. Each of the parties hereto agrees that the
             -----------------------
Delayed Transfer Assets will be contributed, transferred, conveyed and delivered
in  accordance  with the terms of any and all  agreements  that provide for such
contribution, transfer, conveyance and delivery after the date of this Agreement
or as  otherwise  set  forth  on  SCHEDULE  2.4.  Following  such  contribution,
                                  -------------
transfer,  conveyance and delivery of any Delayed  Transfer Asset the applicable
Delayed  Transfer  Asset shall be treated for all purposes of this Agreement and
the Ancillary  Agreements as a SeraNova  Asset.  Each  applicable  member of the
Intelligroup  Group shall use commercially  reasonable  efforts to safeguard and
preserve the Delayed  Transfer  Assets until the applicable  date of transfer to
SeraNova, normal wear and tear excepted.

        2.5  HOLDING ASSETS IN TRUST. In the event that at any time or from time
             -----------------------
to time (whether prior to or after the Closing  Date),  any party hereto (or any
member of such party's respective Group), shall receive or otherwise possess any
Asset that is allocated to any other  Person  pursuant to this  Agreement or any
Ancillary  Agreement,  including,  but not limited to,  accounts  receivable and
other  cash  payments,  such  party  shall  promptly  transfer,  or  cause to be
transferred,  such Asset to the Person so  entitled  thereto.  Prior to any such
transfer, the Person receiving or possessing such Asset shall hold such Asset in
trust for such other Person.

        2.6  TERMINATION OF AGREEMENTS.
             -------------------------

           (a)  Except for the  Ancillary  Agreements,  SeraNova,  on  behalf of
itself and each member of the SeraNova Group, on the one hand, and Intelligroup,
on behalf of itself  and each  member of the  Intelligroup  Group,  on the other
hand,  hereby  terminates  effective  as  of  the  Closing  Date,  any  and  all
agreements,  arrangements,  commitments  or  understandings,  whether  or not in
writing, between or among any member of the SeraNova Group, on the one hand, and
any member of the Intelligroup Group, on the other hand;  provided,  however, to
the extent any such  agreement,  arrangement,  commitment  or  understanding  is
inconsistent with any Ancillary  Agreement,  such termination shall be effective
as of the date of effectiveness of the applicable Ancillary  Agreement.  No such
terminated agreement,  arrangement,  commitment or understanding  (including any
provision thereof which purports to survive termination) shall be of any further
force or effect  after the Closing Date (or, to the extent  contemplated  by the
proviso to the immediately  preceding sentence,  after the effective date of the
applicable Ancillary Agreement).  Each party shall, at the reasonable request of
any other  party,  take,  or cause to be taken,  such  other  actions  as may be
necessary to effect the foregoing.

                                      -7-
<PAGE>

             (b) The provisions of Section  2.6(a) shall not apply to any of the
following agreements, arrangements,  commitments or understandings (or to any of
the provisions  thereof):  (i) this Agreement and the Ancillary  Agreements (and
each other agreement or instrument  expressly  contemplated by this Agreement or
any Ancillary  Agreement to be entered into by any member of the SeraNova  Group
or the Intelligroup  Group); (ii) any agreements,  arrangements,  commitments or
understandings  to which any  Person  other  than the  parties  hereto and their
respective  Affiliates is a party (it being  understood  that to the extent that
the  rights  and  obligations  of the  members  of  the  SeraNova  Group  or the
Intelligroup  Group  under any such  agreements,  arrangements,  commitments  or
understandings constitute SeraNova Assets or SeraNova Liabilities, they shall be
assigned  pursuant  to the  other  provisions  of this  Section  2);  (iii)  any
intercompany  accounts payable or accounts  receivable accrued as of the Closing
Date that are  reflected  in the books and records of the  parties or  otherwise
documented in writing in accordance  with past  practices;  (iv) any written Tax
sharing  or Tax  allocation  agreements  to which  any  member of any Group is a
party; and (v) any other agreements, arrangements, commitments or understandings
that this  Agreement or any  Ancillary  Agreement  expressly  contemplates  will
survive the Closing Date.

        2.7  DOCUMENTS RELATING  TO  TRANSFER OF  REAL  PROPERTY  INTERESTS  AND
             -------------------------------------------------------------------
TANGIBLE PROPERTY LOCATED THEREON. In furtherance of the contribution, transfer,
---------------------------------
conveyance  and delivery of the SeraNova  Assets and the  assumption of SeraNova
Liabilities  set forth in Section 2.1,  simultaneously  with the  execution  and
delivery of this  Agreement or as promptly as  practicable  thereafter,  each of
Intelligroup  and SeraNova or their applicable  Subsidiaries,  shall execute and
deliver lease assignments and assumptions,  leases,  subleases and sub-subleases
with  respect to the  properties  set forth on SCHEDULE 2.7 with such changes as
                                               ------------
may be necessary to conform to any laws,  regulations or usage applicable in the
jurisdiction in which the relevant real property is located.

        2.8  DOCUMENTS RELATING TO OTHER  TRANSFERS OF ASSETS AND  ASSUMPTION OF
             -------------------------------------------------------------------
LIABILITIES.  In  furtherance  of the  contribution,  transfer,  conveyance  and
-----------
delivery of the SeraNova  Assets and the assumption of SeraNova  Liabilities set
forth in Section 2.1, as promptly as practicable  after each such transfer:  (i)
Intelligroup  shall  execute and deliver,  and shall cause its  Subsidiaries  to
execute and deliver,  such bills of sale,  stock powers,  certificates of title,
assignments  of contracts  and other  instruments  of transfer,  conveyance  and
assignment as and to the extent  necessary to evidence the transfer,  conveyance
and assignment of all of Intelligroup's  and its Subsidiaries'  right, title and
interest in and to the  SeraNova  Assets to SeraNova and its  Subsidiaries;  and
(ii) SeraNova  shall execute and deliver,  and shall cause its  Subsidiaries  to
execute and deliver to  Intelligroup  and its  Subsidiaries  such bills of sale,
stock  powers,  certificates  of  title,  assumptions  of  contracts  and  other
instruments  of assumption as and to the extent  necessary to evidence the valid
and  effective  assumption  of the  SeraNova  Liabilities  by  SeraNova  and its
Subsidiaries.

        2.9  ANCILLARY  AGREEMENTS.  Prior to the Closing Date, Intelligroup and
             ---------------------
SeraNova  will  execute and deliver all  Ancillary  Agreements  to which it is a
party.

                                      -8-
<PAGE>

        2.10  FINANCING ARRANGEMENTS.  On a case-by-case basis, Intelligroup and
              ----------------------
SeraNova  may agree to enter  into a Joint  Bank  Facility  or a  SeraNova  Bank
Facility  with  respect to  operations  of the  SeraNova  Business  in  specific
jurisdictions.  In such event,  Intelligroup and SeraNova agree to take all such
reasonable  action as may be necessary to permit the  applicable  members of the
Intelligroup  Group or the  SeraNova  Group to borrow such amount as is mutually
agreed.  Intelligroup  and SeraNova shall  participate in the preparation of all
materials and  presentations  as may be reasonably  necessary to secure  funding
pursuant to a Joint Bank Facility or a SeraNova Bank Facility,  including rating
agency presentations  necessary to obtain the requisite ratings needed to secure
the financing.  SeraNova shall pay (or reimburse  Intelligroup for) all expenses
associated with any SeraNova Bank Facility.

        2.11  OTHER  GUARANTEES.  On a case-by-case  basis,  Intelligroup  shall
              -----------------
consider in good faith any request by SeraNova to have Intelligroup or any other
member of the  Intelligroup  Group provide a contractual  guaranty of a lease or
other contractual obligation of any member of the SeraNova Group. SeraNova shall
use its best good faith  efforts to arrange  for the release  and  discharge  of
Intelligroup  and any  other  member  of the  Intelligroup  Group  of all of its
obligations  under any such  guaranty as soon as possible,  consistent  with the
smooth transition of the SeraNova Business to SeraNova.  SeraNova shall take all
reasonable  steps necessary to arrange for the complete release and discharge of
Intelligroup  and any  other  member  of the  Intelligroup  Group  of all of its
obligations  under  any such  guaranty,  in no  event  later  than the  spin-off
transaction  contemplated by that certain Distribution  Agreement by and between
Intelligroup and SeraNova of even date herewith.

        2.12  GOVERNMENTAL APPROVALS AND CONSENTS.
              -----------------------------------

              (a)  To the extent that the Contribution requires any Governmental
Authority  approvals  or  consents,  the  parties  will use  their  commercially
reasonable efforts to obtain any such approvals and consents.

              (b)  If and to the extent that the valid,  complete and  perfected
transfer or conveyance to the SeraNova  Group of any SeraNova  Assets would be a
violation  of  applicable   laws  or  require  any  consent  or  approval  of  a
Governmental  Authority  in  connection  with  the  Contribution,  then,  unless
Intelligroup  shall  otherwise  determine,  the  transfer or  conveyance  to the
SeraNova Group of such SeraNova  Assets shall be  automatically  deemed deferred
and any such purported  transfer or assignment shall be null and void until such
time as all legal impediments are removed and/or such consents or approvals have
been obtained.

              (c)  If the  transfer or  assignment  of any Asset  intended to be
transferred or conveyed  hereunder is not consummated prior to or at the Closing
Date, then the Person  retaining such Asset shall thereafter hold such Asset for
its use and  benefit,  insofar as  reasonably  possible,  at the  expense of the
Person entitled thereto. In addition, the Person retaining such Asset shall take
such other  actions as may be  reasonably  requested  by the Person to whom such
Asset is to be transferred in order to



                                      -9-
<PAGE>

 place such Person,  insofar as reasonably
possible,  in the  same  position  as if such  Asset  had  been  transferred  as
contemplated  hereby and so that all the benefits  and burdens  relating to such
SeraNova Assets,  including  possession,  use, risk of loss, potential for gain,
and dominion,  control and command over such Assets, are to inure from and after
the Closing Date to the SeraNova Group.

              (d)  If and when  the  consents  or  approvals  of a  Governmental
Authority,  the absence of which  caused the  deferral of transfer of any Asset,
are  obtained,  the  transfer  of the  applicable  Asset  shall be  effected  in
accordance  with  the  terms  of  this  Agreement  or the  applicable  Ancillary
Agreement.

        2.13  NOVATION OF ASSUMED SERANOVA LIABILITIES.
              ----------------------------------------

              (a)  Each of  Intelligroup  and  SeraNova,  at the  request of the
other,  shall use its commercially  reasonable efforts to obtain, or to cause to
be obtained, any consent, substitution, approval or amendment required to novate
(including  with  respect  to any  federal  government  contract)  or assign all
obligations  under  agreements,   leases,  licenses  and  other  obligations  or
Liabilities of any nature whatsoever that constitute SeraNova Liabilities, or to
obtain in writing the unconditional  release of all parties to such arrangements
other than any member of the SeraNova Group, so that, in any such case, SeraNova
and its Subsidiaries will be solely responsible for such Liabilities;  provided,
however,  that no member of the Intelligroup Group or the SeraNova Group, as the
case may be, shall be obligated to pay any  consideration  therefor to any third
party from whom such  consents,  approvals,  substitutions  and  amendments  are
requested.  Without limiting the foregoing,  Intelligroup and SeraNova shall use
their commercially  reasonable  efforts to obtain,  prior to the Closing Date, a
release of any and all  guarantees  provided  by any member of the  Intelligroup
Group in  connection  with the SeraNova  Contracts,  SeraNova  Assets,  SeraNova
Liabilities and the SeraNova Business.

              (b)  If Intelligroup or SeraNova is unable to obtain,  or to cause
to be obtained, any such required consent,  approval,  release,  substitution or
amendment,  the applicable member of the Intelligroup Group shall continue to be
bound by such agreements, leases, licenses and other obligations and, unless not
permitted by law or the terms thereof, SeraNova shall, as agent or subcontractor
for  Intelligroup  or such other  Person,  as the case may be, pay,  perform and
discharge fully all the obligations or other Liabilities of Intelligroup or such
other  Person,  as the case may be,  thereunder  from and after the date hereof.
SeraNova  shall  indemnify each  Intelligroup  Indemnitee (as defined in Section
4.1),  and  hold  each of them  harmless  against  any  Liabilities  arising  in
connection  therewith.  If  and  when  any  such  consent,  approval,   release,
substitution or amendment is obtained or such agreement, lease, license or other
rights  or  obligations  otherwise  becomes  assignable  or able to be  novated,
Intelligroup shall thereafter  assign, or cause to be assigned,  all its rights,
obligations and other Liabilities thereunder or any rights or obligations of any
member  of  its  respective   Group  to  SeraNova  without  payment  of  further
consideration   and  SeraNova   shall,   without  the  payment  of  any  further
consideration, assume such rights and obligations.

                                      -10-
<PAGE>

         2.14 INTERCOMPANY DEBT.  Intelligroup  and SeraNova  agree that, as a
              -----------------
result of the transactions  contemplated  hereby,  SeraNova shall be indebted to
Intelligroup  as set forth on  EXHIBIT H. Such debt  shall be  evidenced  by the
                               ---------
Promissory Note.

     3.  REPRESENTATIONS AND WARRANTIES.
         ------------------------------

         3.1  REPRESENTATIONS AND WARRANTIES OF INTELLIGROUP.
              ----------------------------------------------

         Intelligroup  represents and warrants to SeraNova and its  Subsidiaries
as follows:

              (a) CORPORATE POWER AND AUTHORITY.  Intelligroup has the requisite
                  -----------------------------
power and authority to execute,  deliver, and perform its obligations under this
Agreement,  any  applicable  Ancillary  Agreement and to  contribute,  transfer,
convey and deliver to SeraNova and its  Subsidiaries  the SeraNova  Assets.  The
execution,  delivery and  performance of this Agreement and the  consummation of
the transactions  contemplated hereby have been duly authorized by all necessary
action  (corporate  or otherwise) on the part of  Intelligroup.  This  Agreement
constitutes the legal, valid and binding obligation of Intelligroup, enforceable
in  accordance  with its  terms,  except as such  enforcement  may be limited by
applicable  bankruptcy,  insolvency,  moratorium  or similar laws  affecting the
enforcement of creditors' rights generally.

              (b) VALIDITY OF CONTEMPLATED TRANSACTIONS. The execution, delivery
                  -------------------------------------
and  performance  of this  Agreement and the  consummation  of the  transactions
contemplated  hereby do not and will not: (i) violate,  breach or contravene any
of the terms,  conditions or provisions of the Certificate of  Incorporation  or
By-laws (or the equivalent thereof) of Intelligroup; (ii) violate, or constitute
a default under, any material Contract by which  Intelligroup or its property is
bound; or (iii) violate any material provision of law.

              (c) TITLE TO CONTRIBUTED ASSETS.  Intelligroup is in possession of
                  ---------------------------
and has good, valid and marketable title to, or has valid leasehold interests in
or valid  rights under  contract to use, all of the SeraNova  Assets in which it
has an interest and Intelligroup  has such title,  interests or rights to all of
the  SeraNova  Assets that are being  contributed  by  Intelligroup.  All of the
SeraNova Assets are free and clear of all Liens, other than Permitted Liens. All
tangible personal  property  comprising the SeraNova Assets is in good operating
condition  (ordinary  wear and tear excepted) and will be usable by SeraNova and
its Subsidiaries for its intended purposes.

              (d) ACCOUNTS RECEIVABLE. The accounts receivable that are included
                  -------------------
in the SeraNova Assets (the "Accounts Receivable") constitute valid receivables,
have arisen in the ordinary  course of business  consistent with past practices.
No part of the Accounts  Receivable is contingent upon performance by any member
of the Intelligroup Group, as applicable,  or any other party of any obligation,
and no agreements for deductions or discounts have been made with respect to any
part of such Accounts Receivable.

                                      -11-
<PAGE>

              (e) BUSINESS.  Upon consummation of this Agreement, SeraNova shall
                  --------
be the sole and exclusive  owner of the SeraNova  Business,  the SeraNova Assets
received  by  SeraNova  from  Intelligroup  are all of the assets  necessary  to
operate the SeraNova Business.

              (f) REQUIRED CONSENTS.  Intelligroup,  SeraNova and the applicable
                  -----------------
member or members of their  respective  Group shall use their or its  reasonable
best efforts to obtain all necessary  consents from applicable  third parties in
order to assign,  transfer and deliver the SeraNova Contracts unless the failure
to obtain one or more  consents  would not be material and except for  contracts
under which  Intelligroup has a right to subcontract  without the consent of the
other party or parties to the contract.

              (g) SERANOVA  BALANCE SHEET.  The SeraNova Balance Sheet set forth
                  -----------------------
on EXHIBIT C is true and accurate in all material respects.
   ---------

        3.2   REPRESENTATIONS AND WARRANTIES OF THE SERANOVA GROUP.
              ----------------------------------------------------

        SeraNova and its  Subsidiaries  represent and warrant to Intelligroup as
follows:

              (a)  CORPORATE POWER AND AUTHORITY.  SeraNova and its Subsidiaries
                   -----------------------------
have the  requisite  power and  authority  to execute,  deliver and perform this
Agreement,  the  Ancillary  Agreements  and to accept the SeraNova  Assets.  The
execution,  delivery and  performance of this Agreement and the  consummation of
the transactions  contemplated hereby have been duly authorized by all necessary
action  (corporate or  otherwise) on the part of SeraNova and its  Subsidiaries.
This Agreement  constitutes the legal,  valid and binding obligation of SeraNova
and its Subsidiaries,  enforceable in accordance with its terms,  except as such
enforcement may be limited by applicable bankruptcy,  insolvency,  moratorium or
similar laws affecting the enforcement of creditors' rights generally.

              (b) VALIDITY OF CONTEMPLATED TRANSACTIONS. The execution, delivery
                  -------------------------------------
and  performance  of this  Agreement and the  consummation  of the  transactions
contemplated  hereby do not and will not: (i) violate,  breach or contravene any
of the terms,  conditions  or  provisions  of the  Certificate  or  Articles  of
Incorporation  or  By-laws  (or the  equivalent  thereof)  of  SeraNova  and its
Subsidiaries; (ii) violate, or constitute a default under, any material Contract
by which such entity or its  property is bound;  or (iii)  violate any  material
provision of law.

     4. INDEMNIFICATION.
        ---------------

        4.1   INDEMNIFICATION BY SERANOVA.  Subject to the provisions of Section
              ---------------------------
4.3,  SeraNova  shall  indemnify,  defend and hold  harmless  each member of the
Intelligroup  Group  and  each  of  their  respective  directors,  officers  and
employees, and



                                      -12-
<PAGE>

each of the heirs,  executors,  successors  and assigns of any of the  foregoing
(collectively,  the  "INTELLIGROUP  INDEMNITEES")  from and  against any and all
Liabilities  of the  Intelligroup  Indemnitees,  relating to,  arising out of or
resulting from any of the following items:

                  (a) the  failure of any member of the  SeraNova  Group to pay,
perform or otherwise promptly discharge any SeraNova Liabilities or any SeraNova
Contract in accordance with their respective terms, after the Closing Date;

                  (b)  the  employment  or  termination  of  employment  of  any
employee of Intelligroup working in the SeraNova Business;

                  (c) conduct of the SeraNova  Business  after the Closing Date;
and

                  (d) any  breach by any  member of the  SeraNova  Group of this
Agreement or any of the Ancillary Agreements.

            4.2   INDEMNIFICATION BY INTELLIGROUP.  Subject to the provisions of
                  -------------------------------
Section 4.3,  Intelligroup  shall indemnify,  defend and hold harmless SeraNova,
each  member  of the  SeraNova  Group  and each of their  respective  directors,
officers and employees, and each of the heirs, executors, successors and assigns
of any of the foregoing  (collectively,  the "SERANOVA  INDEMNITEES"),  from and
against any and all Liabilities of the SeraNova Indemnitees relating to, arising
out of or resulting from any of the following items:

                  (a) the failure of Intelligroup  to pay,  perform or otherwise
promptly  discharge any Liabilities of  Intelligroup,  whether prior to or after
the Closing Date;

                  (b) the failure of Intelligroup  to pay,  perform or otherwise
promptly  discharge  any  SeraNova  Liabilities  or  any  SeraNova  Contract  in
accordance with their respective terms, prior to the Closing Date;

                  (c)  conduct of the  SeraNova  Business  prior to the  Closing
Date; and

                  (d) any breach by Intelligroup of this Agreement or any of the
Ancillary Agreements.

            4.3   INDEMNIFICATION  OBLIGATIONS  NET OF  INSURANCE  PROCEEDS  AND
                  --------------------------------------------------------------
OTHER AMOUNTS.
-------------

                  (a)  The  parties   intend  that  any  Liability   subject  to
indemnification  or  reimbursement  pursuant  to this  Section  4 will be net of
insurance  proceeds.  Accordingly,  the amount which any party (an "INDEMNIFYING
PARTY") is required to pay to any Person entitled to  indemnification  hereunder
(an "INDEMNITEE")


                                      -13-
<PAGE>

will be reduced by any insurance proceeds  theretofore  actually recovered by or
on behalf  of the  Indemnitee  in  reduction  of the  related  Liability.  If an
Indemnitee  receives  a  payment  (an  "INDEMNITY  PAYMENT")  required  by  this
Agreement  from  an   Indemnifying   Party  in  respect  of  any  Liability  and
subsequently  receives insurance  proceeds,  then the Indemnitee will pay to the
Indemnifying  Party an amount equal to the Indemnity  Payment  received less the
amount of the  Indemnity  Payment  that  would  have  been due if the  insurance
proceeds had been received,  realized or recovered before the Indemnity  Payment
was made.

                  (b) An insurer who would  otherwise  be  obligated  to pay any
claim shall not be  relieved  of the  responsibility  with  respect  thereto or,
solely by virtue of the indemnification  provisions hereof, have any subrogation
rights with respect  thereto,  it being expressly  understood and agreed that no
insurer or any other third party shall be  entitled  to a  "windfall"  (i.e.,  a
benefit   they  would  not  be  entitled  to  receive  in  the  absence  of  the
indemnification  provisions) by virtue of the indemnification provisions hereof.
Nothing  contained in this Agreement or any Ancillary  Agreement  shall obligate
any member of any Group to seek to collect or recover any insurance proceeds.

            4.4   PROCEDURES FOR INDEMNIFICATION OF THIRD PARTY CLAIMS.
                  ----------------------------------------------------

                  (a) If an Indemnitee  shall receive notice or otherwise  learn
of the assertion by a Person (including any Governmental Authority) who is not a
member of the  Intelligroup  Group or the SeraNova  Group of any claim or of the
commencement  by any such  Person of any Action  (collectively,  a "THIRD  PARTY
CLAIM") with respect to which an Indemnifying  Party may be obligated to provide
indemnification to such Indemnitee  pursuant to Section 4.1 or 4.2, or any other
Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give
such  Indemnifying  Party written  notice  thereof within twenty (20) days after
becoming  aware of such Third Party Claim.  Any such notice  shall  describe the
Third Party Claim in  reasonable  detail.  Notwithstanding  the  foregoing,  the
failure of any  Indemnitee  or other  Person to give  notice as provided in this
Section  4.4(a)  shall  not  relieve  the  related  Indemnifying  Party  of  its
obligations  under this  Section 4, except to the extent that such  Indemnifying
Party is actually prejudiced by such failure to give notice.

                  (b) An Indemnifying Party may elect to defend (and, unless the
Indemnifying  Party has specified any  reservations  or  exceptions,  to seek to
settle or  compromise),  at such  Indemnifying  Party's  own expense and by such
Indemnifying Party's own counsel, any Third Party Claim. Within thirty (30) days
after the receipt of notice from an Indemnitee in accordance with Section 4.4(a)
(or  sooner,  if the  nature  of  such  Third  Party  Claim  so  requires),  the
Indemnifying  Party shall notify the Indemnitee  whether the Indemnifying  Party
will assume  responsibility for defending such Third Party Claim, which election
shall specify any reservations or exceptions.  After notice from an Indemnifying
Party to an  Indemnitee  of its  election to assume the defense of a Third Party
Claim,  such Indemnitee  shall have the right to employ separate  counsel and to
participate in (but not control) the defense, compromise, or settlement thereof,
but the fees and



                                      -14-
<PAGE>

expenses of such counsel shall be paid by such Indemnitee except as set forth in
subsection (c).

                  (c)  If  an   Indemnifying   Party   elects   not  to   assume
responsibility  for  defending  a Third  Party  Claim,  or  fails to  notify  an
Indemnitee of its election as provided in Section  4.4(b),  such  Indemnitee may
defend such Third Party Claim at the cost and expense of the Indemnifying Party.

                  (d)  Unless  the  Indemnifying  Party has failed to assume the
defense of the Third Party Claim in accordance with the terms of this Agreement,
no Indemnitee may settle or compromise any Third Party Claim without the consent
of the Indemnifying Party.

                  (e) In the case of a Third Party Claim, no Indemnifying  Party
shall consent to entry of any judgment or enter into any settlement of the Third
Party Claim without the consent of the  Indemnitee  if the effect  thereof is to
permit any injunction,  declaratory  judgment,  other order or other nonmonetary
relief to be entered, directly or indirectly, against any Indemnitee.

                  (f) The  provisions  of Section  4.4 and Section 4.5 shall not
apply to Taxes (which are covered by the Tax Sharing Agreement).

            4.5   ADDITIONAL MATTERS.
                  ------------------

                  (a) Any claim on account of a Liability  which does not result
from a Third  Party  Claim  shall be  asserted  by written  notice  given by the
Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have
a period of thirty (30) days after the receipt of such  notice  within  which to
respond thereto.  If such Indemnifying Party does not respond within such 30-day
period,  such  Indemnifying  Party  shall be  deemed to have  refused  to accept
responsibility  to make  payment.  If such  Indemnifying  Party does not respond
within  such  30-day  period or  rejects  such  claim in whole or in part,  such
Indemnitee  shall be free to pursue such  remedies as may be  available  to such
party as contemplated by this Agreement and the Ancillary Agreements.

                  (b)  In  the  event  of   payment  by  or  on  behalf  of  any
Indemnifying  Party to any Indemnitee in connection  with any Third Party Claim,
such  Indemnifying  Party shall be subrogated to and shall stand in the place of
such  Indemnitee  as to any  events or  circumstances  in  respect of which such
Indemnitee  may have any right,  defense or claim  relating  to such Third Party
Claim  against any  claimant or  plaintiff  asserting  such Third Party Claim or
against any other person. Such Indemnitee shall cooperate with such Indemnifying
Party in a reasonable  manner,  and at the cost and expense of such Indemnifying
Party, in prosecuting any subrogated right, defense or claim.

                  (c) In the event of an Action in which the Indemnifying  Party
is not a named  defendant,  if the  Indemnifying  Party  shall so  request,  the
parties shall


                                      -15-
<PAGE>

endeavor to substitute the Indemnifying  Party for the named defendant.  If such
substitution  cannot be achieved for any reason or is not  requested,  the named
defendant shall allow the  Indemnifying  Party to manage the Action as set forth
in this  Section and the  Indemnifying  Party shall  fully  indemnify  the named
defendant  against all costs of  defending  the Action  (including  court costs,
sanctions  imposed  by a court,  attorneys'  fees,  experts'  fees and all other
external expenses), the costs of any judgment or settlement, and the cost of any
interest or penalties relating to any judgment or settlement.

            4.6   REMEDIES CUMULATIVE.  The remedies  provided in this Section 4
                  -------------------
shall be  cumulative  and,  subject  to the  provisions  of Section 6, shall not
preclude  assertion by any  Indemnitee of any other rights or the seeking of any
and all other remedies against any Indemnifying Party.

            4.7   SURVIVAL OF INDEMNITIES. The rights and obligations of each of
                  -----------------------
Intelligroup and SeraNova and their respective  Indemnitees under this Section 4
shall  survive  the  sale or  other  transfer  by any  party  of any  Assets  or
businesses or the assignment of any Liabilities.

            4.8   ALLEGED INFRINGEMENT OR MISAPPROPRIATION.
                  ----------------------------------------

                  (a)  Notwithstanding  any other provision of this Agreement or
any Ancillary Agreement,  in the event of any claim, action,  proceeding or suit
by a third party  against any member of the SeraNova  Group or the  Intelligroup
Group  alleging  an  infringement  of  any  patent,   copyright,   trademark  or
misappropriation  of a trade secret (each a "Claim")  with respect to any of the
transferred  intellectual  property or the  Licensed  Intellectual  Property set
forth on EXHIBIT A and EXHIBIT G,  respectively  (for  purposes of this  Section
         ---------     ---------
4.8, the "Disputed Intellectual  Property"),  the parties agree to adhere to the
procedures set forth in paragraphs (b), (c) and (d) below.

                  (b) If the use or  distribution  by any member of the SeraNova
Group  or the  Intelligroup  Group,  as  applicable,  of  any  of  the  Disputed
Intellectual  Property  is  enjoined  or in the  opinion  of such  member of the
applicable Group is likely to be enjoined,  SeraNova and Intelligroup shall, use
their reasonable best efforts to jointly: (i) replace the Disputed  Intellectual
Property with a substitute  free of any  infringement;  (ii) modify the Disputed
Intellectual  Property  so that it will be free of the  infringement;  or  (iii)
procure for such member of the applicable Group or its distributees a license or
other right to use the Disputed Intellectual Property.

                  (c)  Each of  Intelligroup  and  SeraNova,  on  behalf  of its
respective  Group,  agrees to provide,  or cause to be provided,  prompt written
notice to the  other  party of any Claim and  Intelligroup  and  SeraNova  shall
jointly assume the defense thereof,  including appeals,  and to settle the same.
Each party shall, upon request,  furnish all information and provide  assistance
to the appropriate  members of the SeraNova Group or the Intelligroup  Group, as
applicable,  and cooperate in every  reasonable  way to  facilitate  the defense
and/or settlement of any such Claim.



                                      -16-
<PAGE>

                  (d) The  amount  paid or payable by a party as a result of the
losses,  claims,  damages,  liabilities  or  expenses  in  connection  with  the
remediation   efforts  set  forth  in  Section  (b)  above,   or  the   defense,
adjudication,  or  settlement  referred  to above shall be deemed to include any
legal or other fees or expenses  reasonably incurred by such party in connection
with investigating or defending any Claim.  Intelligroup and SeraNova agree that
it would not be just and equitable if the expenses  incurred in connection  with
the  remediation  efforts  set  forth in  Section  (b)  above,  or the  defense,
adjudication,  or settlement of a Claim under this Section 4.8 were  apportioned
on a pro rata basis  without  regard to the liability of each  respective  party
according a relative  finding of fault.  The  relative  fault of the  applicable
member or members of the Intelligroup Group, on the one hand, and the applicable
member or members of the SeraNova Group, on the other hand, shall be apportioned
as is  appropriate to reflect not only the relative  benefits  achieved but also
the relative fault assessed with respect to the Disputed Intellectual Property.

                  (e) The  foregoing  indemnity  will not  apply to any  alleged
infringement or misappropriation if and to the extent such alleged  infringement
or misappropriation arises from: (i) the use by any member of the SeraNova Group
or the  Intelligroup  Group  of any of the  Disputed  Intellectual  Property  in
combination  with any product,  software or other  material  provided by a third
party after the  Closing  Date;  or (ii) any  changes  made by any member of the
SeraNova Group or the Intelligroup Group in the Disputed  Intellectual  Property
after the Closing Date.

      5.    EXCHANGE OF INFORMATION; CONFIDENTIALITY.
            ----------------------------------------

            5.1   AGREEMENT FOR EXCHANGE OF INFORMATION; ARCHIVES.
                  -----------------------------------------------

                  (a)  Each of  Intelligroup  and  SeraNova,  on  behalf  of its
respective Group, agrees to provide, or cause to be provided,  to each member of
the  other  Group,  as soon as  reasonably  practicable  after  written  request
therefor,  any  Information  in the  possession  or under  the  control  of such
respective Group which the requesting party reasonably needs: (i) to comply with
reporting,  disclosure,  filing or other requirements  imposed on the requesting
party  (including  under  applicable  securities or tax laws) by a  Governmental
Authority having  jurisdiction  over the requesting  party;  (ii) for use in any
judicial,  regulatory,  administrative,  tax or other  proceeding or in order to
satisfy audit, accounting, claims, regulatory,  litigation, tax or other similar
requirements;  or (iii) to comply with its  obligations  under this Agreement or
any Ancillary  Agreement;  provided,  however,  that in the event that any party
determines  that  any  such  provision  of  Information  could  be  commercially
detrimental,  violate  any  law  or  agreement,  or  waive  any  attorney-client
privilege,  the  parties  shall  take all  reasonable  measures  to  permit  the
compliance  with  such  obligations  in a manner  that  avoids  any such harm or
consequence.

                  (b) After the Closing Date,  SeraNova shall have access during
regular  business  hours (as in effect from time to time) to the documents  that
relate to the SeraNova  Business  that are in the  possession  or control of any
member of the Intelligroup Group. SeraNova may obtain copies (but not originals)
of documents for bona fide



                                      -17-
<PAGE>

business  purposes.  Nothing  herein,  however,  shall be deemed to restrict the
access  of any  member of the  Intelligroup  Group to any such  documents  or to
impose  any  liability  on any  member  of the  Intelligroup  Group  if any such
documents are not maintained or preserved by Intelligroup.

                  (c) After the date  hereof  SeraNova  shall:  (i)  maintain in
effect at its own cost and expense  adequate  systems and controls to the extent
necessary  to enable the  members  of the  Intelligroup  Group to satisfy  their
respective reporting, accounting, audit and other obligations; and (ii) provide,
or cause to be provided,  to  Intelligroup  in such form as  Intelligroup  shall
request,  at no  charge  to  Intelligroup,  all  financial  and  other  data and
Information  as  Intelligroup  determines  necessary  or  advisable  in order to
prepare  Intelligroup  financial  statements  and  reports or  filings  with any
Governmental Authority.

            5.2   OWNERSHIP OF INFORMATION.  Any Information  owned by one Group
                  ------------------------
that is provided to a requesting  party  pursuant to Section 5.1 shall be deemed
to remain the property of the providing  party.  Unless  specifically  set forth
herein,  nothing  contained in this Agreement  shall be construed as granting or
conferring rights of license or otherwise in any such Information.

            5.3   RECORD RETENTION.  To  facilitate  the  possible  exchange  of
                  ----------------
Information  pursuant to this Section 5 and other  provisions of this Agreement,
the parties agree to use their reasonable best efforts to retain all Information
in their  respective  possession or control in  accordance  with the policies of
Intelligroup as in effect on the Closing Date. No party will destroy,  or permit
any of its  Subsidiaries to destroy,  any Information  which the other party may
have the right to obtain  pursuant to this  Agreement  prior to the tenth (10th)
anniversary of the date hereof  without first using its reasonable  best efforts
to notify the other party of the proposed destruction and giving the other party
the  opportunity  to  take  possession  of  such   Information   prior  to  such
destruction;  provided, however, that in the case of any Information relating to
Taxes or to  Environmental  Liabilities,  such  period  shall be extended to the
expiration  of the  applicable  statute  of  limitations  (giving  effect to any
extensions thereof).

            5.4   Limitation of Liability.  No party shall have any liability to
                  -----------------------
any other party in the event that any Information exchanged or provided pursuant
to this  Agreement  which is an  estimate or  forecast,  or which is based on an
estimate  or  forecast,  is found to be  inaccurate,  in the  absence of willful
misconduct  by the party  providing  such  Information.  No party shall have any
liability to any other party if any  Information is destroyed  after  reasonable
best efforts by such party to comply with the provisions of Section 5.3.

            5.5   OTHER AGREEMENTS PROVIDING  FOR EXCHANGE OF  INFORMATION.  The
                  --------------------------------------------------------
rights and obligations  granted under this Section 5 are subject to any specific
limitations, qualifications or additional provisions on the sharing, exchange or
confidential treatment of Information set forth in any Ancillary Agreement.



                                      -18-
<PAGE>

            5.6   PRODUCTION OF WITNESSES; RECORDS; COOPERATION.
                  ---------------------------------------------

                  (a)  After  the  Closing  Date,  except  in  the  case  of  an
adversarial  Action by one party against  another party (which shall be governed
by such discovery rules as may be applicable under Section 6 or otherwise), each
party hereto  shall use its  reasonable  best efforts to make  available to each
other party,  upon written request,  the former,  current and future  directors,
officers, employees, other personnel and agents of the members of its respective
Group  as  witnesses  (giving  consideration  to the  business  demands  of such
individuals)  and any books,  records or other  documents  within its control or
which it otherwise  has the ability to make  available or as may  reasonably  be
required in connection  with any Action in which the  requesting  party may from
time to time be  involved,  regardless  of whether  such Action is a matter with
respect to which  indemnification may be sought hereunder.  The requesting party
shall bear all costs and expenses in connection therewith.

                  (b) If an Indemnifying Party  (Intelligroup or SeraNova as the
case may be)  chooses  to defend or to seek to  compromise  or settle  any Third
Party Claim,  or if any party  chooses to prosecute or otherwise  evaluate or to
pursue  any claim  against a third  party,  the other  party  shall use its best
efforts to make available to such Indemnifying  Party  (Intelligroup or SeraNova
as the case may be),  upon  written  request,  the  former,  current  and future
directors, officers, employees, other personnel and agents of the members of its
respective Group as witnesses  (giving  consideration to the business demands of
such  individuals) and any books,  records or other documents within its control
or which it otherwise has the ability to make  available or as may reasonably be
required in connection  with such defense,  settlement  or  compromise,  or such
prosecution,  evaluation  or  pursuit,  as the case may be, and shall  otherwise
cooperate  in such  defense,  settlement  or  compromise,  or such  prosecution,
evaluation or pursuit, as the case may be.

                  (c)  Without   limiting  the  foregoing,   the  parties  shall
cooperate  and consult to the extent  reasonably  necessary  with respect to any
Actions, contingent Liabilities and contingent gains.

                  (d) Without  limiting any provision of this  Section,  each of
the parties  agrees to  cooperate,  and to cause each  member of its  respective
Group to  cooperate,  with each  other in the  defense  of any  infringement  or
similar claim with respect to any  intellectual  property and shall not claim to
acknowledge,  or  permit  any  member  of  its  respective  Group  to  claim  to
acknowledge,  the validity or infringing use of any  intellectual  property of a
third  Person in a manner  that would  hamper or  undermine  the defense of such
infringement or similar claim.

                  (e)  The  obligation  of  the  parties  to  provide  witnesses
pursuant to this Section 5.6 is intended to be  interpreted in a manner so as to
facilitate  cooperation and shall include the obligation to provide as witnesses
inventors  and other  officers  without  regard to  whether  the  witness or the
employer of the witness could assert a possible  business  conflict  (subject to
the exception set forth in the first sentence of Section 5.6(a)).



                                      -19-
<PAGE>

                  (f) In connection with any matter contemplated by this Section
5.6, the parties will enter into a mutually  acceptable joint defense  agreement
so as to  maintain  to the extent  practicable  any  applicable  attorney-client
privilege or work product immunity of any member of any Group.

            5.7   CONFIDENTIALITY.
                  ----------------

                  (a) Subject to Section 5.8, each of Intelligroup and SeraNova,
on behalf of itself and each other  member of its  respective  Group,  agrees to
hold,  and to cause  its  respective  directors,  officers,  employees,  agents,
accountants,  counsel and other advisors and  representatives to hold, in strict
confidence, with at least the same degree of care that applies to Intelligroup's
confidential  and proprietary  information  pursuant to policies in effect as of
the  Closing  Date,  all  Information  concerning  each such other Group that is
either in its possession  (including  Information in its possession prior to the
date hereof or the  Closing  Date) or  furnished  by any such other Group or its
respective directors,  officers,  employees,  agents,  accountants,  counsel and
other advisors and  representatives at any time pursuant to this Agreement,  any
Ancillary  Agreement or otherwise,  and shall not use any such Information other
than for such purposes as shall be expressly  permitted hereunder or thereunder,
except,  in each case, to the extent that such  Information has been: (i) in the
public domain  through no fault of such party or any member of such Group or any
of their respective directors, officers, employees, agents, accountants, counsel
and other advisors and representatives;  (ii) later lawfully acquired from other
sources by such party (or any member of such party's  Group)  which  sources are
not themselves bound by a  confidentiality  obligation;  or (iii)  independently
generated  without  reference to any proprietary or confidential  Information of
the other party.

                  (b) Each party agrees not to release or disclose, or permit to
be released or disclosed,  any such Information to any other Person,  except its
directors, officers, employees, agents, accountants,  counsel and other advisors
and  representatives  who need to know such Information (who shall be advised of
their  obligations  hereunder  with  respect  to such  Information),  except  in
compliance  with  Section  5.8.  Without   limiting  the  foregoing,   when  any
Information is no longer needed for the purposes  contemplated by this Agreement
or any Ancillary Agreement,  each party will promptly after request of the other
party  either  return to the other  party all  Information  in a  tangible  form
(including  all  copies  thereof  and all notes,  extracts  or  summaries  based
thereon) or certify to the other party that it has  destroyed  such  Information
(and such copies thereof and such notes, extracts or summaries based thereon).

            5.8   PROTECTIVE  ARRANGEMENTS.  In the event  that any party or any
                  ------------------------
member of its Group  either  determines  on the advice of its counsel that it is
required to disclose any Information  pursuant to applicable law or receives any
demand under lawful  process or from any  Governmental  Authority to disclose or
provide  Information  of any  other  party (or any  member of any other  party's
Group)  that is subject to the  confidentiality  provisions  hereof,  such party
shall notify the other party prior to disclosing or providing  such  Information
and shall  cooperate  at the  expense of the  requesting  party in  seeking  any
reasonable protective arrangements requested by such other party. Subject



                                      -20-
<PAGE>

to the foregoing,  the Person that received such request may thereafter disclose
or  provide  Information  to the extent  required  by such law (as so advised by
counsel) or by lawful process or such Governmental Authority.

      6.    ARBITRATION; DISPUTE RESOLUTION.
            -------------------------------

            6.1   AGREEMENT TO ARBITRATE.
                  ----------------------

                  (a) Except as otherwise specifically provided in any Ancillary
Agreement, the procedures for discussion,  negotiation and arbitration set forth
in this Section 6.1 hereto shall apply to all disputes,  controversies or claims
(each a  "Dispute")  that may arise out of or  relate  to, or arise  under or in
connection with this Agreement or any Ancillary  Agreement,  or the transactions
contemplated  hereby or thereby  (including  all actions taken in furtherance of
the transactions contemplated hereby or thereby on or prior to the date hereof),
or the commercial or economic  relationship  of the parties  relating  hereto or
thereto,  between or among any member of the Intelligroup Group and the SeraNova
Group.  Each  party  agrees on behalf of  itself  and each  other  member of its
respective Group that any Dispute shall be submitted to binding arbitration,  in
accordance with the dispute resolution  procedures specified in this Section. If
any of these  procedures  are  determined  to be invalid or  unenforceable,  the
remaining  procedures  shall  remain in effect and binding on the parties to the
fullest extent permitted by law.

                  (b) The arbitration shall be held in Edison, New Jersey before
a panel of three arbitrators. Any member or members of the SeraNova Group or the
Intelligroup  Group,  as applicable,  may by notice to the applicable  member or
members of the SeraNova Group or the Intelligroup  Group, as applicable,  demand
arbitration,  by serving on the other party a  statement  of the Dispute and the
facts relating or giving rise thereto, in reasonable detail, and the name of the
arbitrator  selected  by it.  Within  fifteen  (15) days  after  receipt of such
notice, the other party shall name its arbitrator, and the two arbitrators named
by the parties  shall,  within  fifteen (15) days after the date of such notice,
select the third arbitrator.

                  (c) The arbitration  shall be conducted in accordance with the
procedures  specified  in this  Section and shall be governed by the  Commercial
Arbitration Rules of the American  Aribitration  Association,  as may be amended
from time to time.  In the event of a conflict,  the  provisions of this Section
shall control.

                  (d) Any issue  concerning  the extent to which any  Dispute is
subject to  arbitration,  or concerning the  applicability,  interpretation,  or
enforceability of these procedures, including any contention that all or part of
these procedures are invalid or unenforceable,  shall be governed by the Federal
Arbitration  Act and resolved by the  arbitrators.  No potential  arbitrator may
serve on the panel  unless  first  agreeing  in writing to abide and be bound by
these procedures. The arbitrators may not award non-monetary or equitable relief
of any sort.  They shall have no power to award damages  inconsistent  with this
Agreement  or  punitive  damages  or  any  other  damages  not  measured  by the
prevailing  party's actual damages,  and the parties expressly waive their right
to obtain



                                      -21-
<PAGE>

such  damages in  arbitration  or in any other forum.  In no event,  even if any
other portion of these  procedures is adjudged invalid or  unenforceable,  shall
the arbitrators have power to make an award or impose a remedy that could not be
made or imposed by a court deciding the matter in the same jurisdiction.

                  (e) No discovery  shall be permitted  in  connection  with the
arbitration unless expressly  authorized by the arbitration panel upon a showing
of  substantial  need  by  the  party  seeking  discovery.  All  aspects  of the
arbitration  shall be treated  as  confidential.  Neither  the  parties  nor the
arbitrators may disclose the existence,  content or results of the  arbitration,
except as  necessary  to comply with legal or  regulatory  requirements.  Before
making  any such  disclosure,  a party  shall give  written  notice to all other
parties  and afford  such  parties a  reasonable  opportunity  to protect  their
interest.  The  result  of the  arbitration  shall be a final  decision  that is
binding on the parties, and judgment on the arbitrators' award may be entered in
any  court  having  jurisdiction.  The cost of such  arbitration  shall be borne
equally by the parties.

                  (f) This Section shall not apply to any Dispute arising out of
or relating to the ownership of intellectual  property.  The application of this
Section  to any other  Dispute  shall be waived  only by  written  agreement  of
Intelligroup  and SeraNova.  This Section  shall be  terminated  only by written
agreement of Intelligroup and SeraNova.

            6.2   CONTINUITY OF SERVICE AND PERFORMANCE. Unless otherwise agreed
                  -------------------------------------
in writing,  the parties  will  continue to provide  service and honor all other
commitments under this Agreement and each Ancillary  Agreement during the course
of dispute resolution pursuant to the provisions of this Section with respect to
all matters not subject to such dispute, controversy or claim.

            6.3   LAW GOVERNING ARBITRATION PROCEDURES.  The interpretation of
                  ------------------------------------
the provisions of this Section,  only insofar as they relate to the agreement to
arbitrate and any procedures pursuant thereto,  shall be governed by the Federal
Arbitration Act and other  applicable  federal law. In all other  respects,  the
interpretation of this Agreement shall be governed as set forth in Section 10.2.

      7.    EMPLOYEE RELATED MATTERS.
            ------------------------

            7.1   EMPLOYEE OFFERS. Prior to the Closing Date, SeraNova or one of
                  ---------------
its Subsidiaries  shall have made a written offer of employment or engagement to
each  employee,  independent  contractor or  consultant  working in the SeraNova
Business  listed on SCHEDULE 7.1 hereto.  Such  employment  offers shall provide
                    ------------
that such individual shall commence work for SeraNova or the named Subsidiary on
or before the Closing Date. Such employment  offers shall also require that such
individual  shall,  prior to the  Closing  Date,  inform  SeraNova of his or her
intention  to accept or decline  such offer and, if such  individual  intends to
accept such offer, to resign his or her employment with Intelligroup prior to or
as of the Closing Date.

                                      -22-
<PAGE>

            7.2   BENEFITS.  As soon  as  practicable  after  the  Closing Date,
                  --------
Intelligroup  shall  perform  and  undertake  all  acts as may be  necessary  to
rollover  or  otherwise  transfer  the  vested  interests  of  employees  in the
qualified  and   non-qualified   pension  plans  and  Section  401(k)  plans  of
Intelligroup to the  corresponding  plans  maintained by SeraNova.  Intelligroup
shall be responsible for any COBRA coverage  continuation notices required to be
provided with respect to any employee who accepts  employment with SeraNova.  On
or prior to the Closing Date,  Intelligroup  and SeraNova shall take all actions
as may be  necessary  to  approve  the  stock-based  employee  benefit  plans of
SeraNova in order to satisfy the  requirement  of Rule 16b-3 under the  Exchange
Act of 1934,  as amended,  and Section  162(m) of the  Internal  Revenue Code of
1986, as amended.

            7.3   NO SOLICITATION OF  EMPLOYEES.  For a period  of two (2) years
                  -----------------------------
after the Closing Date, neither Intelligroup nor SeraNova or any member of their
respective  Groups shall  solicit any employee of the other to terminate  his or
her employment to become an employee of the soliciting party,  without the prior
written consent of the other party.

            7.4   NO RIGHTS CONFERRED UPON EMPLOYEES.  Nothing in this Agreement
                  ----------------------------------
shall be deemed to confer any rights or remedies of any  employees,  independent
contractors  or  consultants  of any  member  of the  Intelligroup  Group or the
SeraNova Group  (including  individuals to whom SeraNova is to offer  employment
pursuant to Section  7.1).  No Person  shall be a third party  beneficiary  with
respect to the provisions of this Section 7.

      8.    FURTHER ASSURANCES AND ADDITIONAL COVENANTS.
            -------------------------------------------

                  (a) In  addition  to the  actions  specifically  provided  for
elsewhere in this Agreement, each of the parties hereto shall use its reasonable
best  efforts,  prior to, on and after the Closing Date, to take, or cause to be
taken,  all  actions,  and to do, or cause to be done,  all  things,  reasonably
necessary, proper or advisable under applicable laws, regulations and agreements
to consummate and make effective the transactions contemplated by this Agreement
and the Ancillary Agreements.

                  (b) Without limiting the foregoing, prior to, on and after the
Closing  Date,  each party hereto  shall  cooperate  with the other  party,  and
without any further  consideration,  but at the expense of the requesting party,
to  execute  and  deliver,  or use its  reasonable  best  efforts to cause to be
executed and delivered,  all instruments,  including  instruments of conveyance,
assignment  and  transfer,  and to make all  filings  with,  and to  obtain  all
consents,  approvals or  authorizations  of, any  Governmental  Authority or any
other  Person  under  any  permit,  license,   agreement,   indenture  or  other
instrument,  and to take all such other actions as such party may  reasonably be
requested to take by any other party hereto from time to time,  consistent  with
the terms of this Agreement and the Ancillary Agreements, in order to effectuate
the provisions  and purposes of this Agreement and the Ancillary  Agreements and
the transfers of the SeraNova  Assets and the  assignment  and assumption of the
SeraNova Liabilities and the


                                      -23-
<PAGE>

other  transactions  contemplated  hereby  and  thereby.  Without  limiting  the
foregoing,  each party will, at the reasonable request,  cost and expense of any
other party,  take such other actions as may be reasonably  necessary to vest in
such  other  party  good  and  marketable  title,  if and to  the  extent  it is
practicable to do so.

                  (c) On or prior to the Closing Date, Intelligroup and SeraNova
in their  respective  capacities  as direct and indirect  stockholders  of their
respective  Subsidiaries,  shall each  ratify any actions  which are  reasonably
necessary or desirable to be taken by  Intelligroup,  SeraNova or any Subsidiary
of Intelligroup or SeraNova,  as the case may be, to effectuate the transactions
contemplated by this Agreement.

                  (d) Prior to the Closing  Date,  if one or more of the parties
identifies any commercial or other service that is needed to assure a smooth and
orderly  transition of the businesses in connection with the consummation of the
transactions   contemplated  hereby  that  is  not  otherwise  governed  by  the
provisions  of this  Agreement  or any  Ancillary  Agreement,  the parties  will
cooperate in  determining  whether there is a mutually  acceptable  arm's-length
basis on which the other party will provide such service.

      9.    TERMINATION.
            -----------

            9.1   TERMINATION  BY  MUTUAL  CONSENT.    This  Agreement  may   be
                  --------------------------------
terminated  at any  time  prior to the date of the  Closing  Date by the  mutual
consent of Intelligroup and SeraNova.

            9.2   EFFECT OF TERMINATION. In the event of any termination of this
                  ---------------------
Agreement  prior to the Closing Date, no party to this  Agreement (or any of its
directors or officers)  shall have any  Liability or further  obligation  to any
other party.

      10.   MISCELLANEOUS.
            -------------

            10.1  COUNTERPARTS; ENTIRE AGREEMENT.
                  ------------------------------

                  (a)  This  Agreement  and  each  Ancillary  Agreement  may  be
executed in one or more  counterparts,  all of which shall be considered one and
the same  agreement,  and shall become  effective when one or more  counterparts
have been signed by each of the parties and delivered to the other party.

                  (b) This Agreement, the Ancillary Agreements and the Exhibits,
Schedules and Appendices hereto and thereto contain the entire agreement between
the parties with respect to the subject  matter  hereof,  supersede all previous
agreements, negotiations, discussions, writings, understandings, commitments and
conversations with respect to such subject matter and there are no agreements or
understandings  between  the  parties  other than those set forth or referred to
herein or therein.

            10.2  GOVERNING LAW.   Except  as set  forth in  Section  6.3,  this
                  -------------
Agreement and, unless  expressly  provided  therein,  each Ancillary  Agreement,
shall be



                                      -24-
<PAGE>

governed by and construed  and  interpreted  in accordance  with the laws of the
State of New Jersey  (other  than as to its laws of  arbitration  which shall be
governed  under the  Federal  Arbitration  Act or other  applicable  federal law
pursuant to Section 6.3),  irrespective  of the choice of laws principles of the
State  of  New  Jersey,  as to  all  matters,  including  matters  of  validity,
construction, effect, enforceability, performance and remedies.

            10.3  ASSIGNABILITY. Except as set forth in any Ancillary Agreement,
                  -------------
this Agreement and each Ancillary  Agreement  shall be binding upon and inure to
the  benefit  of  the  parties  hereto  and  thereto,  respectively,  and  their
respective  successors and assigns;  provided,  however, that no party hereto or
                                     --------   -------
thereto may assign its respective rights or delegate its respective  obligations
under this  Agreement  or any  Ancillary  Agreement  without the  express  prior
written consent of the other parties hereto or thereto.

            10.4  THIRD  PARTY  BENEFICIARIES.  Except  for the  indemnification
                  ---------------------------
rights  under  this  Agreement  of  any  Intelligroup   Indemnitee  or  SeraNova
Indemnitee in their  respective  capacities as such:  (a) the provisions of this
Agreement and each Ancillary Agreement are solely for the benefit of the parties
and are not intended to confer upon any Person  except the parties any rights or
remedies  hereunder;  and (b) there  are no third  party  beneficiaries  of this
Agreement  or any  Ancillary  Agreement  and  neither  this  Agreement  nor  any
Ancillary  Agreement  shall  provide any third  person  with any remedy,  claim,
liability,  reimbursement,  claim of  action  or other  right in excess of those
existing  without  reference to this  Agreement or any Ancillary  Agreement.  No
party hereto shall have any right, remedy or claim with respect to any provision
of this  Agreement  or any  Ancillary  Agreement  to the extent  such  provision
relates  solely to the other party  hereto or the members of such other  party's
Group.

            10.5  NOTICES.  All  notices  or  other  communications  under  this
                  -------
Agreement or any Ancillary Agreement,  except as may be specifically provided in
an Ancillary Agreement, shall be in writing and shall be deemed to be duly given
when:  (a)  delivered in person;  or (b)  deposited in the United States mail or
internationally  recognized  courier  service,  postage  prepaid,  addressed  as
follows:

            If to Intelligroup, to:
            -----------------------

            Intelligroup, Inc.
            499 Thornall Street
            Edison, New Jersey  08837
            Attn:  President

            If to SeraNova, to:
            -------------------

            SeraNova, Inc.
            499 Thornall Street
            Edison, NJ 08837
            Attn:  President

                                      -25-
<PAGE>

Any party may,  by notice to the other  party,  change the address to which such
notices are to be given.

            10.6  SEVERABILITY.  If  any  provision  of  this  Agreement  or any
                  ------------
Ancillary  Agreement or the application thereof to any Person or circumstance is
determined  by a  court  of  competent  jurisdiction  to  be  invalid,  void  or
unenforceable, the remaining provisions hereof or thereof, or the application of
such provision to Persons or circumstances or in jurisdictions  other than those
as to which it has been held  invalid  or  unenforceable,  shall  remain in full
force  and  effect  and shall in no way be  affected,  impaired  or  invalidated
thereby,  so  long  as the  economic  or  legal  substance  of the  transactions
contemplated  hereby  or  thereby,  as the case may be, is not  affected  in any
manner  adverse  to any  party.  Upon  such  determination,  the  parties  shall
negotiate in good faith in an effort to agree upon such a suitable and equitable
provision to effect the original intent of the parties.

            10.7  HEADINGS.   The  article,  section  and   paragraph   headings
                  --------
containedn  this  Agreement  and in the Ancillary  Agreements  are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement or any Ancillary Agreement.

            10.8  WAIVERS OF DEFAULT.  Waiver by any party of any default by the
                  ------------------
other party of any provision of this Agreement or any Ancillary  Agreement shall
not be deemed a waiver by the waiving party of any  subsequent or other default,
nor shall it prejudice the rights of the other party.

            10.9  AMENDMENTS.  No provisions of this  Agreement or any Ancillary
                  ----------
Agreement  shall be deemed  waived,  amended,  supplemented  or  modified by any
party, unless such waiver,  amendment,  supplement or modification is in writing
and signed by the  authorized  representative  of the party  against  whom it is
sought to enforce such waiver, amendment, supplement or modification.

            10.10 LATE PAYMENTS. Except as expressly provided to the contrary in
                  -------------
this  Agreement  or in any  Ancillary  Agreement,  any  amount not paid when due
pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or
otherwise  invoiced or demanded  and  properly  payable that are not paid within
thirty (30) days of such bill, invoice or other demand) shall accrue interest at
a rate per annum equal to six percent (6%).



                                    * * * * *



                                      -26-
<PAGE>


      IN WITNESS WHEREOF, the parties have caused this Contribution Agreement to
be executed by their duly authorized representatives.

INTELLIGROUP, INC.

By: /s/ Ashok Pandey
   --------------------------
   Name:
   Title

SERANOVA, INC.

By: /s/ Raj Koneru
   --------------------------
   Name: Raj Koneru
   Title CEO



                   [Signature Page to Contribution Agreement]



                                      -27-
<PAGE>

                         LIST OF EXHIBITS AND SCHEDULES
                         ------------------------------



SCHEDULES
---------

2.4  -  Delayed Asset Transfers

2.7  -  List or Properties

3.1  -  Excluded Consents

7.1  -  Individuals to Whom Offers Shall Be Made



EXHIBITS
--------

A  -  Ancillary Agreements

B  -  SeraNova Assets

C  -  SeraNova Balance Sheet

D  -  SeraNova Contracts

E  -  SeraNova Liabilities

F  -  Permitted Liens

G  -  Licensed Intellectual Property

H  -  Intercompany Debt




                                      -28-
<PAGE>

                                  SCHEDULE 2.4
                                  ------------

                             DELAYED ASSET TRANSFERS



o  All assets of  Intelligroup  Asia  Private  Limited  relating to its Internet
   services and solutions  business shall be transferred to  Intelligroup  India
   Private Limited, a corporation  organized under the laws of India, as soon as
   practicable after the Closing Date.

o  All  of  the  equity  interest  owned  by  Intelligroup,  Inc.  or any of its
   subsidiaries  in   Intelligroup   India  Private  Limited  and  each  of  its
   subsidiaries,  if any,  shall be  transferred  to  SeraNova,  Inc. as soon as
   practicable after the Closing Date.




<PAGE>

                                  SCHEDULE 2.7
                                  ------------

                               LIST OF PROPERTIES



<PAGE>


   ----------------------------------------------------------------------------
                                                    PERCENTAGE OF PREMISES
              LOCATION AND/OR BRANCH                ALLOCATED TO SERANOVA
   ----------------------------------------------------------------------------

               499 Thornall Street                          33.65%
                Edison, New Jersey
   ----------------------------------------------------------------------------

             10210 North 25th Avenue                        100.0%
                 Phoenix, Arizona
   ----------------------------------------------------------------------------

               9013 North 25th Avenue                        100.0%
                     Suite 6
                 Phoenix, Arizona
   ----------------------------------------------------------------------------

              9014 North 23rd Avenue                        100.0%
                     Suite 1
                 Phoenix, Arizona
   ----------------------------------------------------------------------------

                   950 Tower Lane                            70.0%
                    Suite 300
             Foster City, California
   ----------------------------------------------------------------------------

            9399 West Higgins Building                      50.0%
               Suite 810, 8th Floor
                Rosemont, Illinois
   ----------------------------------------------------------------------------

             691 North Squirrel Road                        100.0%
                    Suite 175
              Auburn Hills, Michigan
   ----------------------------------------------------------------------------




<PAGE>

                                  SCHEDULE 3.1
                                  ------------

                                EXCLUDED CONSENTS




<PAGE>

                                EXCLUDED CONSENTS


                  ------------------------------------------
                        CONTRACT               DATE

                  ------------------------------------------
                    AMERICAN EXPRESS          3/22/98

                  ------------------------------------------
                          AUDI                1/1/99

                  ------------------------------------------
                     HEWLETT PACKARD          2/4/99

                  ------------------------------------------
                    LIQUIDPRICE INC.          8/13/99

                  ------------------------------------------
                  VIGNETTE CORPORATION        9/29/99

                  ------------------------------------------
                  VOLKSWAGEN OF AMERICA       1/1/99

                  ------------------------------------------



<PAGE>

                                  SCHEDULE 7.1
                                  ------------


                    INDIVIDUALS TO WHOM OFFERS SHALL BE MADE





<PAGE>



         NA - North America,  IND - India,  AP - Asia Pacific,  EUR - Europe

Number  Organiz   Code                              Title
         ation

                         EMPLOYEE NAME
--------------------------------------------------------------------------------
   1     IND             A Keshav Narsipur          Team Leader
   2     IND             A Mani Kandan              Programmer
   3     IND             A Suneetha Madhukar        Programmer
   4     NA       PHD    Abhijit Barde              Associate Software Engineer
   5     NA       PHD    Akshay Shah                Associate Software Engineer
   6     NA       PHA    Alan Matsumoto             Temporary
   7     AP       MC     Alexander Frater           Manager
   8     AP       MC     Alistair McLeod Tennant    Principal Consultant
   9     IND             Allam Bharath Reddy        Programmer
   10    NA       PRD    Allison                    Admin
   11    AP       APA    Amanda Louise Talbot       Typist Receptionist
   12    IND             Amit Agarwal               Content Entry Analyst
   13    NA       PHD    Anand Mani                 Software Engineer
   14    NA       NJD    Anand Reddy Yedulla        Software Engineer
   15    IND             Anand V Kothamangalam      Content Entry Analyst
   16    IND             Anand Venkateshan          Testing Analyst
   17    NA       PRA    Andelin, Brian D.          Finance
   18    NA       PRD    Anderson, Dan              Principal Consultant MC
   19    AP       MC     Angela Mary Reynolds       Principal Consultant
   20    IND             Aniesh Chawla              Programmer
   21    IND             Anil Oggi                  Programmer
   22    NA       PHD    Anil Singh                 Manager
   23    IND             Anita Subbiah              Content Entry Analyst
   24    AP       MC     Anthony Ian Culloden       Principal Consultant
   25    AP       MC     Anthony John Booth         Manager
   26    AP       APA    Anthony Michael Duffin     Corporate Services Executive
   27    NA       PHD    Anuradha Pandey            Associate Software Engineer
   28    NA       PHD    Arati Madhineni            Associate Software Engineer
   29    IND             Aratikatla Shanti          Programmer
   30    IND             Arjun Mukherjee            Team Leader
   31    IND             Arun Gupta                 Programmer
   32    NA       PRD    Asay, Taylor               Software Engineer
   33    IND             Ashok Natrajan             Programmer
   34    IND      DEL    Ashutosh Yadav             VP - Delivery
   35    NA       OPS    Ashwin Royadurg            Recruiting Manager
   36    IND             Babanbhai Abdul Raheem     Programmer
   37    NA       PRD    Baird, J. Russell          Manager
   38    NA       DEL    Balaji Kodali              Associate Software Engineer
   39    NA       PRD    Balaji Krishnamurthy       Software Engineer
   40    IND      OPS    Balaji Venkatachalam       VP - Operations
   41    IND             Balasubramanian            Programmer
                         Mariswaran
   42    IND             Balu Herbert               Programmer
   43    NA       PHD    Balu Srinivasan            Software Engineer
   44    AP       MC     Barend Keith Craig         Manager
   45    AP       MC     Barney Heslop              Manager

<PAGE>

   46    AP       MC     Barry Dennis Mawer         Manager
   47    AP       APS    Barry John Old             Regional Account Director
   48    AP       APA    Belinda Jane Boettcher     Office Manager
   49    IND             Benoy Jose                 Programmer
   50    AP       VL     Bernadine Clare Marwick    Knowledge Manager
   51    AP       APA    Beverley Anne Ellis        Receptionist
   52    NA       PHD    Bharat Agarwal             Software Engineer
   53    NA       OPS    Bharat Raju                Recruting Manager
   54    IND             Bhaskar Prasad Mulugu      Programmer
   55    IND             Bhaskar Rajagopal          Team Leader
   56    IND             Bhaskar Reddy B V          Programmer
   57    IND             Bheemi Krishna Mohan       Programmer
   58    NA       PHD    Biju Nair                  Software Engineer
   59    IND             Biju Ruhamma L             Programmer
   60    NA       PHD    Biswajit Sarkar            Software Engineer
   61    AP       MC     Brian Charles Bernon       Principal Consultant
   62    AP       MC     Brian Fair                 Principal Consultant
   63    AP       MC     Bruce Tinsley              Principal Consultant
   64    AP       MC     Bruce Wood                 Manager
   65    AP       MC     Bryce James Pottinger      Manager
   66    IND             Bulusu Monmohanamurali S   Content Entry Analyst
   67    NA       PHD    Burton Machado             Software Engineer
   68    NA       PRD    Butler Melissa K.          Interactive Designer
   69    IND             C Leena Rani               Programmer
   70    IND             Candida                    Admin
   71    NA       PHA    Carol Wright               People Services Manager
   72    NA       PHD    Carolyn Lim                Software Engineer
   73    NA       FCD    Chakib Jaber               Software Engineer
   74    IND             Chandan Mishra             Programmer
   75    NA       PHD    Chandramohan Lingam        Associate Software Engineer
   76    IND             Chirenjeevi                MIS
   77    EUR      EUR    Chris                      Managing Director - Europe
   78    AP       APA    Christine Elizabeth        Executive Assistant
                         Boonzaier
   79    AP       APA    Christine Joan Nesbit      Office Manager
   80    NA       DC     Christopher Arokiraj       Associate Software Engineer
   81    AP       MC     Christopher Arthur         Principal Consultant
                         Marshall
   82    NA       PHD    Christopher Brinson        Associate Software Engineer
   83    AP       MC     Clare Louise Engel         Principal Consultant
   84    NA       MKT    Claudio Burgos             Creative Director
   85    AP       MC     Clifford John Blakely      Principal Consultant
   86    AP       MC     Colin Dinn                 Manager
   87    AP       APS    Colin Graham Butler        Regional Account Director
   88    NA       SOL    Cooper, Tyler B.           Manager
   89    NA       PRD    Coronel, Carlos            Associate Interactive
                                                    Designer
   90    NA       PRD    Cragun, Brian B.           Associate Content Analyst
   91    IND             D Kalyan Chakravarthi      Programmer
   92    NA       VLM    D.K. Chakravarthy          Methodologist
   93    IND             Dasaradhi Agnihotram V S   Programmer
   94    NA       OPS    Dave Ferguson              Recruiting Manager
   95    AP       MC     David George Gale          Principal Consultant

<PAGE>

   96    AP       MC     David Hawkins              Principal Consultant
   97    AP       MC     David John Kelly           Principal Consultant
   98    NA       PHD    David Lyons                Software Engineer
   99    AP       MC     David Nigel Niven          Principal Consultant
  100    AP       MC     David Raine Oswald         Principal Consultant
  101    NA              David Rogers               Controller
  102    NA       PRD    Davis, Matthew M.          Interactive Designer
  103    IND             Debiprasad Benerjee        Programmer
  104    NA       DEL    Deep Vaswani               Software Engineer
  105    NA       NJD    Deepa Balaji               Associate Software Engineer
  106    IND             Deepak S Agarwal           Programmer
  107    AP       APS    Denis Allan Parkinson      Regional Account Manager
  108    NA       PHD    Derek Au                   Software Engineer
  109    AP       MC     Derek Paul Lister          Principal Consultant
  110    NA       PHD    Devanath Desikan           Associate Software Engineer
  111    NA       PHD    Devendra Kumar             Associate Software Engineer
  112    NA       PHD    Dhananjay Naniwadekar      Associate Software Engineer
  113    IND             Dhanasekaran.  K           Programmer
  114    NA       SOL    Dharma Katkuri             Principal Consultant
  115    NA       SOL    Donahue, Michael P.        Director - Solutions
  116    AP       APM    Donald Tristram Moore      SVP - International
  117    NA       PHD    Duane Matsen               Software Engineer
  118    IND             Edward Samraj N            Programmer
  119    AP       APS    Eileen Wild                Principal Consultant
  120    NA       NAM    Elizabeth Massimo          Admin. Assistant
  121    NA       PHD    Eric Eckert                Principal Software Engineer
  122    NA       PHD    Fariza Ahsanuddin          Associate Software Engineer
  123    NA       PRM    Farr, Richard L.           Director
  124    NA       MGT    Fereshteh Azad             Principal Consultant
  125    AP       MC     Fiona Allan                Office Manager
  126    AP       MC     Francis Benedict Kelly     Principal Consultant
  127    AP       MC     Francisco Almeda TanKing   Principal Consultant
  128    AP       MC     Frederick Geoffrey Furkert Principal Consultant
  129    AP       APS    Fredrick John Peter (Bill) Director - Australia
                         Boyd
  130    NA       SOL    G.Venkat                   Principal Consultant
  131    IND             Gadde Ramesh               Programmer
  132    NA       NJD    Gajapathy Senthil Kumar    Software Engineer
  133    NA       NJD    Ganesh Nemmani             Associate Software Engineer
  134    NA       PHD    Ganeshbabu Subramanian     Software Engineer
  135    IND             Ganti Subba Rao            Admin
  136    AP       MC     Gary Parker                Principal Consultant
  137    IND             Gautam Deshpande           Programmer
  138    NA       PRD    Geary, Michael             Interactive Architect
  139    AP       APA    Genevieve Ruth Fraser      Accountant
  140    EUR      EUR    Geoff Baker                Director Solutions - Europe
  141    AP       MC     Geoffrey Allen Smith       Principal Consultant
  142    AP       MC     George Heatherwick Findlay Principal Consultant
  143    IND             George Korah               MIS
  144    NA       AU     George Moraetes            Principal Consultant
  145    NA       PRD    Gibbons, Thomas W.         Manager
  146    NA       OPS    Greg Killpack              Recruiting Manager


<PAGE>

  147    NA       PRA    Guilbert, Derrill E.       IS
  148    NA       PHD    Gunilla Sundstrom          Manager
  149    NA       PHD    Gunjan Vijayvergia         Software Engineer
  150    IND             Guru Prasad Vinjamuri      Programmer
  151    IND             Gurubachan Singh Sardar    Programmer
  152    NA       VLM    Gururaj Managuli           Director - Methodology
  153    NA       PRD    Hall, Craig                Associate Content Analyst
  154    IND             Hari Babu                  Programmer
  155    IND             Harilal Kanakavalli        Programmer
  156    AP       MC     Harry Chopra               Director Solutions Practice
  157    IND             Harsha Kiran               Admin
  158    AP       APS    Harvey David Calder        Associate Director
  159    NA       PHD    Himanshu Kohli             Software Engineer
  160    NA       SOL    Hitesh Seth                Principal Consultant
  161    NA       PRA    Hokanson, Amie             Finance
  162    NA       PRD    Hokanson, Nathan D.        Software Engineer
  163    IND             I Stephen Mosses           Programmer
  164    AP       MC     Iain Michael Barraclough   Principal Consultant
  165    AP       MC     Ian Hamish Roderik         Principal Consultant
                         McFadyen
  166    AP       APM    Ian Hugh Taylor            Managing Director - Asia
                                                    Pacific
  167    AP       APS    Ian Johnson                Director, Banking and
                                                    Finance
  168    AP       MC     Ian Stewart Mawson         Principal Consultant
  169    IND             J Sabesan                  Programmer
  170    IND             J V N D Prasad             Team Leader
  171    AP       MC     Jack Egon Boettcher        Principal Consultant
  172    NA       MKT    Jacobson, Rachel L.        Marketing Executive
  173    IND             Jaffar Sulaimani           Programmer
  174    NA       NJD    Jaganadda Eluri            Software Engineer
  175    NA       FCD    Jagannath Jayapaul         Software Engineer
  176    IND             Jagannathan Giridhar       Testing Analyst
  177    IND             James Rozario              Team Leader
  178    AP       MC     Jan Jeremia Olivier        Principal Consultant
  179    NA       OPS    Jan Johnson                Recruiting Manager
  180    IND             Jandhyala Kalyan Charavarthy
  181    NA       PRA    Janelle Jackson            Finance
  182    IND             Jasmit Singh               Recruiter
  183    NA       AU     Jay Krall                  Associate Director
  184    IND             Jaya Shankar Reddy P       Content Entry Analyst
  185    IND             Jayaram Goli               Programmer
  186    IND             Jayendaraj Ramamurthi      Programmer
  187    NA       MKT    Jeff Pasternak
  188    NA       NAS    Jeff Schulmann             Asssociate Director
  189    AP       APS    Jeffrey Gordon Roberts     Director - Asia
  190    NA       PRA    Jennifer                   Receptionist
  191    AP       APA    Jennifer Jane Wynne-Jones  Payroll Administrator
  192    NA       PRA    Jensen, Brea               Human Resources
  193    IND             Jerome Amirtharaj Ua       Team Leader
  194    AP       MC     Jillian Kuch               Human Resource Manager
  195    IND             Jitendra Kumar Rai         Programmer
  196    NA       PRD    Jochetz, Christopher       Interactive Architect


<PAGE>

  197    NA       PHD    Joe Jenkins                Software Engineer
  198    NA       SOL    Joe Postiglione            Vice President -
                                                    Eprocurement
  199    AP       MC     John Clive Emanuel         Principal Consultant
  200    AP       MC     John Edward Crisp          Principal Consultant
  201    NA       NAS    John Hardin                Principal Consultant
  202    NA       SOL    John Kimborough            Manager
  203    AP       MC     John Leslie Callcut        Director, Projects
  204    NA       SOL    John Lloyd Jones           Principal Consultant
  205    AP       APS    John Murray Downes         Regional Account Manager
  206    NA       AU     John Pas                   Principal Consultant
  207    NA       PRD    Johnson, Clifford N.       Content Analyst
  208    AP       MC     Jonathan Mark Ashby        Principal Consultant
  209    NA       PRD    Jordan, Chris              IS
  210                    Judith Rogerson            Admin to CEO & VP Buss Dev
  211    NA       DEL    Jyoti Nigam                Business Analyst
  212    IND             K Shravan Kumar            Programmer
  213    NA              Kala Bhatt                 Accounting
  214    NA       SOL    Kalyan Subramaian          Director
  215    NA       SOL    Kanth Miriyala             Associate Director
  216    IND             Kathiresan Palraj          MIS
  217    AP       APA    Kathleen Ann Warren        Executive Assistant
  218    AP       APA    Kathryn Young              Principal Consultant
  219    NA       PHD    Kaustubh Kunte             Software Engineer
  220    NA       PHD    Kaustubh Mule              Software Engineer
  221    IND             Kavitha V                  Programmer
  222    IND             Kavitha Varahabhatla       Programmer
  223    AP       APA    Kenneth George Foulner     Manager
  224    AP       MC     Kerry Anne Trotter         Regional Account Manager
  225    AP       MC     Kevan Moran                Principal Consultant
  226    IND             Khairunisa Begum           Programmer
  227    IND             Kilambi.V. Ramanujam       Testing Analyst
  228    AP       APS    Kimberly Michelle Klasbeek Payroll Administrator
  229    IND             Kiran Kumar Gundimeda      Programmer
  230    IND             Kiran Kumar Paladugu       Programmer
  231    NA       PRD    Kirkpatrick, Sam           Principal Software Engineer
  232    IND             Kishore  Lakshman Rajeti   Programmer
  233    NA       PRD    Knapp, Steven              Principal Consultant MC
  234    IND             Koppisetti Suresh Kumar    Programmer
  235    IND             Krishna Kanth Jandhyala    Programmer
  236    IND             Krishna Kosuri             Programmer
  237    NA       PHD    Krishnamurthy Rajagopal    Associate Software Engineer
  238    NA       NAS    Kristen Costa              Admin Assistant
  239    IND             Kumeta Vikram              Programmer
  240    NA       PRD    Laidig, Robert J.          Software Engineer
  241    NA       DEL    Lakshmi Narasimha Kota     Software Engineer
  242    IND             Lakshmin Narasimhan Srivaths
  243    NA       PRD    Larson, Brent              Associate Content Analyst
  244    AP       MC     Laurence Millar            Director - Telecomm
  245    NA       PHD    Laxmikant Dash             Associate Software Engineer
  246    AP       APA    Leslie Fearnley            Principal Consultant


<PAGE>

  247                    Lisa Carnato               Accounting
  248    AP       MC     Lisa Jennifer Rickman      Typist
  249    NA       PRD    Lono, Erik N.              Interactive Designer
  250    NA       PRD    LuBean, Aaron R.           Software Engineer
  251    NA       PRD    LuBean, Jason I.           Principal Software Engineer
  252    IND             M Laxmi Narayana           MIS
  253    IND             Madan Mohan Reddy B        Programmer
  254    NA       NJD    Madhusmita Gupte           Associate Software Engineer
  255    IND             Madhusudana Chittibhatta   Programmer
  256    NA       DEL    Mahendra Bairagi           Associate Software Engineer
  257    IND             Mahesh Kumar Navale        Programmer
  258    IND             Mallesh Kota               Programmer
  259    IND             Maninder Singh             Content Entry Analyst
  260    NA       PHD    Manjula Tekal              Software Engineer
  261    IND             Manoj Balraj               BSA
  262    NA       MC     Marcus Burrows             Manager
  263    AP       MC     Margery Jane Allison       Principal Consultant
  264    AP       APA    Maria Ann McKinley         Manager
  265    NA       PHD    Mark Bi                    Software Engineer
  266    AP       MC     Mark Raymond Gordon        Principal Consultant
  267    NA       NAS    Mark Smith                 Regional Acct Mgr
  268    AP       MC     Mark Thomas Turkington     Regional Account Manager
  269    AP       MC     Martin William Chambers    Principal Consultant
  270    NA       NAS    Matson, Jr. James E.       Regional Account Manager
  271    NA       PHD    Matthew Cronin             Software Engineer
  272    AP       MCS    Matthew Taylor             Principal Consultant
  273    NA       PRA    Maw, Kristin               Finance
  274    NA       PRM    Maw, Richard W.            Director
  275    NA       PRD    Mecham, David R.           Associate Director
  276    NA       PHD    Meena Gopakumar            Principal Consultant MC
  277    IND             Mekala Srinivas            Programmer
  278    NA       PHA    Melody Vosgier             Admin. Assistant
  279    AP       MC     Michael Cartlidge          Director - Solutions Asia
                                                    Pacific
  280    AP       MC     Michael Colin Campbell     Controller - Asia Pacific
  281    AP       MC     Michael John Walls         Principal Consultant
  282    AP       APA    Michele Ruth West          Principal Consultant
  283    NA       PHD    Mike Dunn                  Associate Software Engineer
  284    IND             Mohan Kannapa              Programmer
  285    NA       AU     Morrell, Gregory D.        Manager
  286    NA       PRD    Moss, Nicolas              Associate Content Analyst
  287    IND             Mothukuri Sridhar          Content Entry Analyst
  288    IND             Motupalli Srinivas Rao     Programmer
  289    IND             Mrudula Maddipati          Programmer
  290    NA       PHD    Mubasher Ahmed             Software Engineer
  291    IND             Mudassir Hussain Md        Programmer
  292    NA       DEL    Munish Arora               Associate Software Engineer
  293    IND             Murali Krishna Erramilli   Programmer
  294    NA       PHD    Murali Pallikonda          Associate Software Engineer
  295    NA       DEL    Murli Subramani            Software Engineer
  296    AP       MC     Murray Osborne             Manager
  297    IND             Muthiah Palaniappa         Programmer

<PAGE>

  298    IND             Naga Lanka                 MIS
  299    IND             Naga Raju Parsa            Programmer
  300    NA       SOL    Nagaraja Srivatsan         Director
  301    IND             Nagaraju M                 Programmer
  302    NA       DEL    Nageshwar Rao Sannidhanam  Software Engineer
  303    IND             Nageswara Rao Paidi        Programmer
  304    NA       PHD    Nancy Cservak              Principal Consultant MC
  305    IND             ProgrammerMurthy Upadhyayul S R
  306    IND             Narasimhaiah Narahari      Programmer
  307    NA       PHD    Nardesh Katoch             Associate Software Engineer
  308    IND             Naresh Kumar G             Programmer
  309    NA       NAS    Neal Bischel               Regional Account Director
  310    IND             Neeraj Vaddadi             BSA
  311    IND             Neeraja A.                 Programmer
  312    AP       MC     Neil Norman McDougall      Principal Consultant
  313    AP       MC     Neville Mercer             Principal Consultant
  314    NA       PHD    Nicholas Morisseau         Principal Consultant MC
  315    AP       MC     Nicola Charlotte Young     Assistant Office Manager
  316    NA       MKT    Nicole Altobello           Marketing Assistant
  317    AP       MC     Nigel Edwards              Regional Account Manager
  318    IND             Nitin Kumar Bhatia         Testing Analyst
  319    NA       PHD    Noor Haq                   Software Engineer
  320    IND             Nuthikattu Sailaja         Programmer
  321    NA       PHD    Osmon Sukhera              Software Engineer
  322    IND             P.V.U.Pavan Kumar          Content Entry Analyst
  323    IND             Pagutharivu S              Programmer
  324    NA       PRD    Painter, Timothy D.        Principal Software Engineer
  325    IND             Pankaj Hemnani             Programmer
  326    NA       PHD    Parag Matapurkar           Software Engineer
  327    IND             Programmerhi V Neelishetty
  328    IND             Pardhasardhi V Neelishetty Programmer
  329    IND             Parul Gupta                Programmer
  330    NA       NAS    Pat Gardner                Asssociate Director
  331    NA       PHA    Patrick Kelly              System Admin
  332    IND             Pawan Kumar Ramsastry      Programmer
  333    AP       APA    Peter Charles Bashford     Manager
  334    NA       NAS    Peter Evans                Asssociate Director
  335    AP       APS    Peter James Hicks          Regional Account Manager
  336    AP       MC     Peter Lindsay Smith        Principal Consultant
  337    IND             Prabhakar K.M.             Programmer
  338    IND             Prabhakar Kompella         Team Leader
  339    IND             Pradeep Ramnath Iyer       Programmer
  340    IND             Pradeep Sudhakar Joshi     Programmer
  341    NA       PHD    Prasad Samak               Software Engineer
  342    IND             Prasann V.Nadgir           Team Leader
  343    IND             Prasanna Karmarkar         Programmer
  344    NA       NJD    Prashant Gupte             Senior Software Engineer
  345    NA       PHD    Prashanth Chakrapani       Software Engineer
  346    IND             Prashanth Mallikarjun      Programmer
  347    IND             Pravas Ranjan Pattnayak    Programmer
  348    NA       PHD    Praveen Jhurani            Associate Software Engineer


<PAGE>

  349    IND             Praveena Sridhara          Content Entry Analyst
  350    NA       AU     Prem Vedamuthu             Principal Consultant
  351    IND             Pullamraju Harish          Testing Analyst
  352    IND             R Rajashree Pathipaka      Content Entry Analyst
  353    IND             R Subha                    Programmer
  354    NA       PHD    Raghu Neelagiri            Associate Software Engineer
  355    NA              Raj Koneru                 CEO
  356    IND             Rajagopalan Kasiraman      Programmer
  357    IND             Rajarathinam Singaravelu   Programmer
  358    IND             Rajashekar Reddy           Programmer
  359    NA       PHD    Rajashekhar Mukkavilli     Associate Software Engineer
  360    IND             Rajendra Prasad Chadalavada
  361    IND             Rajesh Babu Sv             Programmer
  362    NA       OPS    Rajesh Iyer                Recruiting Manager
  363    IND             Rajesh K                   Team Leader
  364    IND             Rajesh Yadali              Programmer
  365    NA       PHD    Rajmohan Kartha            Associate Software Engineer
  366    IND             Ramaa Raghavan             Testing Analyst
  367    IND             Ramachandran Dittavi.J.    Testing Analyst
  368    IND             Ramakanth P B S V          Programmer
  369    IND             Ramakrishnan               Programmer
  370    IND             Ramana Murthy              Programmer
  371    IND             Ramanuj Singh              Programmer
  372    NA       PHD    Rambabu Gonuguntla         Associate Software Engineer
  373    IND             Ravi Goje                  Team Leader
  374    IND             Ravi Kiran G               Programmer
  375    IND             Ravi Shankar L0Lla         Programmer
  376    NA              Ravi Singh                 CFO
  377    NA       PHD    Ravindra Mahajan           Software Engineer
  378    IND             Ravindra Reddy Katukuri    Programmer
  379    IND             Ravindrakumar Rasamsetti   Testing Analyst
  380    IND             Ravindranath Y.V.          Programmer
  381    NA              Richard Bevis              VP, Marketing
  382    NA       SOL    Richard Mclaren            Manager
  383    NA       PHD    Richard Reese              Software Engineer
  384    AP       APS    Richard Shenton Rice       Principal Consultant
  385    AP       MC     Richard Stephen Hatfield   Principal Consultant
  386    NA       PHA    Richard Verdugo            System Admin
  387    NA       PRD    Richey, Ronald H.          Principal Consultant MC
  388    NA       PRD    Richmond, Joe              Interactive Designer
  389    AP       MC     Robert Arthur Barclay      Principal Consultant
  390    AP       MC     Robert Ian Le Grice        Principal Consultant
  391    AP       MC     Robert Owen Barnes         Principal Consultant
  392    NA       NAS    Roger Comora               Regional Account Manager
  393    NA       NJD    Roger Thompson             Associate Software Engineer
  394    IND             Rokala Tarkesh Reddy       Programmer
  395    NA       OPS    Rony Daniel                Recruiting Manager
  396    AP       MC     Russell John Rolland       Principal Consultant
  397    NA       PRA    Rymer, Randy L.            Principal Software Engineer
  398    IND             S M Karthik                Programmer
  399    IND             S Praveen                  Programmer


<PAGE>

  400    IND             S Rajesh                   Programmer
  401    IND             Sainath P Chawla           Programmer
  402    NA       PHD    Sairam Venkataraman        Associate Software Engineer
  403    IND             Samuel Johnson             Programmer
  404    NA       DEL    Sandeep Ginde              Software Engineer
  405    IND             Sangeeta Kour              Testing Analyst
  406    IND             Sanjay Chaswal             Programmer
  407    NA       PHD    Sanjay Madaan              Software Engineer
  408    NA       PHD    Sanjay Rao                 Software Engineer
  409    NA       DEL    Sanjay Sinha               Software Engineer
  410    NA       DEL    Santosh Ravindran          Software Engineer
  411    NA       PHD    Saptarshi Sen              Software Engineer
  412    IND             Sathyanarayana Reddy  V    Programmer
  413    IND             Sathyaprasad K             Programmer
  414    NA       DEL    Satish Aditiwar            Software Engineer
  415    NA       NAS    Scoffield, Lance           Regional Account Manager
  416    NA       AU     Scott Crompton             Director
  417    IND             Selvi Arulraj              Testing Analyst
  418    NA       PHD    Sendhil Chokkalingam       Software Engineer
  419    NA       SOL    Senthil Kunchithapatham    Associate Director
  420    IND             Shaik Altaff Mohiddin      Programmer
  421    IND             Shaik Mahammad Abbas Ali   Testing Analyst
  422    AP       MC     Sharon Ann Tait            Principal Consultant
  423                    Sharon Barrien             Accounting
  424    NA       DEL    Sharon Glaser              Principal Consultant
  425    NA       PHM    Shashi Jasthi              Director
  426    IND             Shashikanth Hanumanta Rao  Programmer
  427    IND             Shibu Mathew               Programmer
  428    IND             Shirmila  Rani Thota       Programmer
  429    NA       PHD    Shyam Challapalli          Associate Software Engineer
  430    NA       PHD    Siva Chilukuri             Software Engineer
  431    NA       PHD    Siva Prasad Marella        Associate Software Engineer
  432    NA       PRD    Smith, Randall K.          Principal Consultant MC
  433    IND             Smitha Puranik             Programmer
  434    IND             Somayajulu Kolli.S.S.S     Testing Analyst
  435    IND             Sonal J. Ashtikar          Programmer
  436    IND             Sowmya Katragadda          Programmer
  437    NA       PRD    Spears, Kristin            Principal Software Engineer
  438    IND             Sreejay Mullakandy         Recruiting and Operations
                                                    Manager
  439    IND             Sreekant Gottimukkala      Programmer
  440    IND             Sri Lakshmi Dronamraju     Programmer
  441    IND             Sridhar Reddy              Programmer
  442    NA       DC     Sridhar Reddy              Software Engineer
  443    IND             Sridhar Vamaraju           Programmer
  444    NA       PHD    Srikanth Katakam           Software Engineer
  445    IND             Srikanth Murthy            Programmer
  446    IND             Srikanth S Koneru          Content Entry Analyst
  447    IND             Srinath Vamaraju           Content Entry Analyst
  448    NA       PHD    Srinivas Akkineni          Associate Software Engineer
  449    IND             Srinivas Gullipalli        Programmer
  450    IND             Srinivas Kumar Mukkamala   Programmer



<PAGE>

  451    NA       PHD    Srinivas                   Software Engineer
                         Nandamuri
  452    IND             Srinivas Pediredla         Programmer
  453    IND             Srinivas Rao Ganti         Programmer
  454    IND             Srinivas Tatavarthy        Team Leader
  455    IND             Srinivas Veeramachaneni S  Content Entry Analyst
  456    NA       PHD    Srinivasan Rajamanickam    Software Engineer
  457    IND             Sriram Muthugi             Programmer
  458    IND             Sriram S Chari             Testing Analyst
  459    IND             Sriram Swaminathan         Programmer
  460    IND             Sriranjani Varadarajan Z   Programmer
  461    NA       PHD    Stefanie Sicard            Associate Software Engineer
  462    NA       SOL    Steven Hagler              Director
  463    AP       APA    Steven Heath               Solution Practice Manager
  464    NA       PRD    Stockett, Z. Ted           Principal Software Engineer
  465    NA       PRD    Stringham, Mark D.         Associate Content Analyst
  466    IND             Subba Rao A.S.V            Team Leader
  467    IND             Subbu Uppuluri             Project Manager
  468    NA       PHD    Subhajit Bhattacherjee     Software Engineer
  469    NA       PHD    Sudheer Mahankali          Associate Software Engineer
  470    IND             Suman Srinivas Pothula     Programmer
  471    IND             Sumathi Athuluri           Programmer
  472    NA       PHD    Sumit Sood                 Software Engineer
  473    NA       PRD    Sumner, Richard E.         Principal Consultant MC
  474    IND             Sundar Rajan S             Testing Analyst
  475    NA       PHD    Sunil Fernandes            Programmer
  476    IND             Sunita Chary               Recruiter
  477    IND             Suraj Prabhu               Programmer
  478    IND             Surender Rao Katikineni    Programmer
  479    IND             Sushanto Mukherjee         Team Leader
  480    IND             Susheel Nair               Programmer
  481    NA       PRD    Swenson, Dawna S.          Principal Consultant MC
  482    IND             Syed Amanullah Khan        Team Leader
  483    AP       MC     Tadeusz Jozef Gawor        Manager
  484    NA              Tarun Chandra              VP, Corp Strategy
  485    NA       NAS    Teri Gallo                 Asssociate Director
  486    AP       MC     Terry Adams                Regional Account Manager
  487    NA       AU     Terry Bradshaw             Principal Consultant
  488    NA       AU     Terry, Stephanie A.        Principal Consultant
  489    AP       MC     Thomas Michael Hunter      Principal Consultant
  490    AP       MC     Thomas Ward Bradshaw       Operations Manager
  491    NA       PRD    Thomas, Jennifer           Manager
  492    NA       FCD    Tim Lupton                 Software Engineer
  493    NA       DEL    Tirumalesh Kowdlay         Software Engineer
  494    NA              Tom Bernetich              SVP, North America Sales
  495    NA       AU     Troy Mclean                Manager
  496    IND             Tummala Suresh             Programmer
  497    NA       PHD    Uday Pothakamury           Associate Software Engineer
  498    NA       DEL    Udipi Charya               Software Engineer
  499    IND             Ugrappa Vinay.K.           Programmer
  500    IND      INDA   Unnamed                    Controller
  501    IND      INDA   Unnamed                    Director - HR


<PAGE>

  502    IND             Upadyaula Raghu            Programmer
  503    IND             Uppala Srikanth            Testing Analyst
  504    AP       APS    Utam Singh Pannu           Principal Consultant
  505    IND             V Mahesh Yadav             Programmer
  506    IND             V S Pavan Kumar            Programmer
  507    IND             Vamsee Krishna Karumudi    Content Entry Analyst
  508    NA       PRD    Varkala, Venkat            Software Engineer
  509    IND             Varun Kumar                BSA
  510    NA       DC     Venkatesh Kumar KirupakaranAssociate Software Engineer
  511    NA       PHD    Venkatesh Rao              Software Engineer
  512    IND             Venkatesh Sadagopan        BSA
  513    NA       PHD    Venkatesh Srinivas Rao     Software Engineer
  514    NA       PHD    Venkatesh Thirumalisamy    Software Engineer
  515    IND             Venkateshwara Rao          Programmer
  516    NA       NAS    Venu Raghavan              Account Manager
  517                    Veronica Soto              Admin to Finance
  518    AP       MC     Victor Ian Wardrop         Principal Consultant
  519    NA       NAS    Victoria Hedrick           Account Manager
  520    IND             Vidhya M R                 Programmer
  521    NA       OPS    Vidya Shaker               Recruiting Manager
  522    NA       PHA    Vijay Pulsani              System Admin
  523    IND             Vijaya Kumar Rao           Programmer
  524    IND             Vijaya Sarathi Tvr         Programmer
  525    IND             TestinghAnalysteddy Talugul
  526    IND             Vikranth Pathak            Programmer
  527    NA       PHD    Vinay Bhat                 Software Engineer
  528    NA       DEL    Vinayak Padaki             Software Engineer
  529    IND             Vineesh Degapudi           Programmer
  530    NA       DEL    Vinod Mandhana             Software Engineer
  531    IND             Visweshwar Rao M           Programmer
  532    AP       MC     Warren Topp                Principal Consultant
  533    AP       OPS    Willem Abraham Geerts      Principal Consultant
  534    AP       MC     William Johnson            Director - Phillipines
  535    NA       PRD    Wimmer, Jason              Content Analyst
  536    NA       PRD    Wing, Brent                Principal Consultant MC
  537    NA       PRA    Wuehler, Michael T.        IS
  538    IND             Yerukala Chandra           Programmer
  539    NA       PHD    Yogendra Yadav             Software Engineer
  540    NA       DEL    Yuvraj Joshi               Software Engineer
  541    IND             Zeenat Vastad              Programmer
  542    NA       PRD    Zimmerman, Joel            Principal Consultant MC
  543    NA       FCA    Zina Albano                Admin. Assistant


<PAGE>

                                    EXHIBIT A
                                    ---------


                              ANCILLARY AGREEMENTS


      The term "Ancillary Agreements" includes the following agreements:

                  (i)   Services Agreement;

                  (ii)  Tax Sharing Agreement;

                  (iii) Space Sharing Agreement;

                  (iv)  Distribution Agreement; and

                  (v)   Promissory Note.






<PAGE>

                                    EXHIBIT B
                                    ---------


                                 SERANOVA ASSETS


     The term "SeraNova Assets" includes:


o    Assets Related to the Conduct of the SeraNova Business in the United States
     by Intelligroup, Inc. (attached hereto):

o    All of the equity interests of Intelligroup in the following companies:


      1.    NetPub;

      2.    Azimuth and each of its subsidiaries; and

      3.    Intelligroup India Private Limited and each of its subsidiaries.




<PAGE>

                                        SERANOVA ASSETS
                                   AS OF DECEMBER 31, 1999
                                         (in thousands)
<TABLE>
<CAPTION>
                           ASSETS                              VALUE       RECIPIENT      CONTRIBUTING
                                                                                            ENTITY
                                                                           SERANOVA       INTELLIGROUP
<S>                                                         <C>
  Current Assets:
      Cash                                                  $        -
      Accounts receivable, net of allowance for doubtful
          accounts of $225                                       3,289
      Unbilled services                                          2,872
      Other current assets                                         185
                                                            ----------
  Total Current Assets                                           6,346
  Property and equipment, net                                    1,072
  Intangible assets, net                                             -
  Other assets                                                       -

  Total Assets                                              $    7,418
                                                            ==========

                           ASSETS                              VALUE       RECIPIENT      CONTRIBUTING
                                                                                            ENTITY
                                                                            NETWORK         NETWORK  (1)
                                                                           PUBLISHING     PUBLISHING
  Current Assets:
      Cash                                                  $      380
      Accounts receivable, net of allowance for doubtful
          accounts of $128                                       2,164
      Unbilled services                                             --
      Other current assets                                          49
                                                            ----------
  Total Current Assets                                           2,593
  Property and equipment, net                                      529
  Intangible assets, net                                         3,492
  Other assets                                                      --

  Total Assets                                              $    6,614
                                                            ==========

(1) Intelligroup  will  contribute  100% of outstanding  Common Stock of Network Publishing.

                           ASSETS                              VALUE       RECIPIENT      CONTRIBUTING
                                                                                            ENTITY
                                                                           AZIMUTH         AZIMUTH (2)
  Current Assets:
      Cash                                                  $      219
      Accounts receivable, net of allowance for doubtful
          accounts of $0                                         2,003
      Unbilled services                                            808
      Other current assets                                         117
                                                            ----------
  Total Current Assets                                           3,147
                                                            ----------
  Property and equipment, net                                      253
  Intangible assets, net
  Other assets                                                       9

  Total Assets                                              $    3,409
                                                            ==========


(2) Intelligroup,  Inc  will  contribute  100% of  outstanding  Common  Stock of Azimuth.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                           ASSETS                              VALUE       RECIPIENT      CONTRIBUTING ENTITY
                                                                            INDIA             INTELLIGROUP
<S>                                                         <C>
  Current Assets:
      Cash                                                  $       12
      Accounts receivable, net of allowance for
      doubtful accounts of $0
      Unbilled services
      Other current assets                                         379
                                                            ----------

  Total Current Assets                                             391


  Property and equipment, net
  intangible assets, net other assets                            1,009
                                                            ----------
  Total Assets                                              $    1,400
                                                            ==========


                           ASSETS                              VALUE       RECIPIENT      CONTRIBUTING ENTITY
                                                                              UK             INTELLIGROUP
  Current Assets:
      Cash
      Accounts receivable, net of allowance for
      doubtful accounts of $0
      Unbilled services
      Other current assets                                          39
                                                            ----------

  Total Current Assets                                              39


  Property and equipment, net intangible
  assets, net other assets
                                                            ----------
  Total Assets                                              $       39
                                                            ==========

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
            COMPUTERS
Date                Description                         Price

<S>      <C>                                             <C>
  4/8/98 Scanner for Sastry & Zip Drive for Rajan Nair      287.45
 4/30/98 Laptop for Bharat Raju                           3,133.00
  8/5/98 Desktops for ISS Projects                       10,432.20
 8/28/98 Desktops for Phoenix                            22,174.44
 8/28/98 Server for Phoenix                              16,443.32
  9/2/98 Laptop Accessories for Phoenix                   2,244.29
  9/2/98 Laptops, Memory, SW, Server,                     6,751.15
         for Phoenix
 9/14/98 Laptops for Phoenix                             15,982.72
 9/17/98 Desktops for Phoenix                            22,865.37
10/19/98 Desktops for Phoenix                            31,649.23
10/29/98 PostOffice Upgrade and Maintenance for           2,295.00
         Phoenix
11/11/98 Desktops for Phoenix                            40,716.09
 1/15/99 Desktops for Phoenix                            22,207.81
 1/19/99 Printer for Phoenix                              1,573.70
 1/25/99 Laptop Accessories for Sastry                      557.84
 3/10/99 Adtran CSU/DSU for Phoenix                         671.00
 3/11/99 Swiftsite Hardware Equipment for Phoenix         9,876.20
 3/31/99 Server for Dharma                               18,991.87
 4/15/99 Laptops for Phoenix                              9,052.53
 4/26/99 Desktop for Phoenix                              6,409.90
 5/18/99 Laptops for Phoenix                             29,441.87
 5/24/99 Laptop for Scott Crompton                        4,064.95
  6/2/99 Laptop for Roger Comora                          3,162.54
  6/9/99 Token Ring Cards for Phoenix                       964.24
 6/10/99 Laptop for Arvind Ramachandran                   3,841.21
 6/11/99 Memory for Phoenix                               1,227.56
 6/15/99 PC Cards for Phoenix                               616.06
 6/21/99 Laptops for Phoenix                             19,806.00
  7/8/99 Desktops for Phoenix                            20,260.90
  7/8/99 Hub, Printer, Mice, Cartridges for Phoenix       1,626.15
 7/12/99 Desktops for Phoenix                            20,260.90
 7/13/99 Hub for Phoenix                                    914.06
 7/29/99 Desktop for Security System in Phoenix             563.99
 7/29/99 Hard Drives for Phoenix                            965.20
 7/30/99 Turbo and Lan Cards for Phoenix                    868.73
 7/31/99 Laptop Purchase for ATD                          3,572.00
  8/4/99 Ethernet Cards for Phoenix                         186.99
 8/10/99 Laptop for Scott Crompton                        3,762.22
 8/13/99 Desktops for Phoenix                             9,599.00
 8/13/99 3Com Hub for Phoenix                               955.39
 8/16/99 CD Recorder for Arvind Ramamchandran               426.00
 8/21/99 Memory for Laptops for ISS Consultants (3)         421.58
 8/31/99 Laptop Purchase for ATD                          2,156.00
 8/31/99 Ethernet Card for ATD                              616.20
  9/8/99 Desktops for Phoenix Office                      8,557.22
 9/13/99 Desktops for Phoenix Office                     17,114.42
 9/16/99 Printer for Phoenix Office                       1,468.41
 9/22/99 Laptops for Phoenix Office                      21,960.15
 9/23/99 Laptop for Chakib Jaber                          4,076.75
 9/24/99 Memory for Phoenix Office                        1,800.99
 9/24/99 Token Ring Cards for Phoenix Office                230.00
 9/24/99 Docking Station for Chakib Jaber                   144.41
 9/28/99 Server for ISS                                   5,039.01
 9/29/99 Hub/PCI Cards for Phoenix Office                 2,809.20
 9/30/99 Port Switches/Mouse/Transceiver for Phoenix      3,503.30
                     TOTAL COMPUTERS                    441,298.71
</TABLE>

                        FURNITURE INVENTORY
<TABLE>
<CAPTION>
                             Quantity   Purchase
                              Count      Total

<S>                             <C>    <C>
Executive Desks*                 6      35,880
Manager Desks*                  19      79,610
Workstation/Desks**             49     131,320
Conference Tables***             3      21,750

Sofa                             1         894
Armchair                         1         894
Total Edison                           270,347


                             Quantity   Purchase
                              Count      Total

Managers Office                  4      15,860
Support Workstations            59     146,910
Conference/Trainin Area          1       3,200
Conference Rooms                 3       4,800
Additional Furniture             1      16,480
Total Phoenix                          187,250

   TOTAL FURNITURE & FIXTURES          457,597
</TABLE>




<PAGE>

                        TRANSFERRED INTELLECTUAL PROPERTY

1.  All  processes  and  methodologies  related  to  SeraNova's   Time-to-Market
    approach.

2.  All documents relating to SPEC Solution  Frameworks,  including  I-Discover,
    I-Supplier, I-Partner, I-Employee and I-Customer.

3.  All documents outlining application  development standards:  (a) Java Coding
    Standard; (b) Visual Basic Standard;  (c) GUI Standard; and (d) PowerBuilder
    Standard.






<PAGE>

                                    Exhibit C

                         SERANOVA COMBINED BALANCE SHEET
                                 (in thousands)

<TABLE>
<CAPTION>
                              FOR THE YEAR ENDED  FOR THE NINE-MONTH
                                 DECEMBER 31,        PERIOD ENDED
                                                 DECEMBER 31,     FOR THE YEARS ENDED MARCH 31,
                                     1999                1998            1998           1997
                                     ----                ----            ----           ----
<S>                               <C>                <C>              <C>             <C>
       ASSETS
Current Assets:
    Cash                          $   611            $    677         $    368        $    635
Accounts receivable, net of
allowance for doubtful
accounts of $353, $200, $207,
$127, $0, respectively              7,456               3,096            2,169           1,230

    Unbilled services               3,680                 900              252               4

    Other current assets              769                 286              112              41
                                  -------            --------         --------        --------

Total Current Assets               12,516               4,959            2,901           1,910

Property and equipment, net         2,863                 816              315             492
Intangible assets, net              3,492                   -                -               -
Other assets                            9                   -                -               -
                                  -------            --------         --------        --------

Total Assets                      $18,880            $  5,775         $  3,216        $  2,402
                                  =======            ========         ========        ========

  LIABILITIES AND
SHAREHOLDERS' EQUITY
Current Liabilities:
    Current portion of long-term
    debt                          $   120            $      -         $      -        $      -
    Notes payable to Parent         8,397               1,541              816               -
    Accounts payable                  872                 526              276             137
    Accrued payroll and related
     Costs                          1,551               1,039              965             997
    Accrued expenses and
     other liabilities              2,352               2,277              699             211
                                  -------            --------         --------        --------

Total Current Liabilities          13,292               5,383            2,756           1,345

Long-Term Debt, net
of current portion                    618                  --              219             521
                                  -------            --------         --------        --------

Total Liabilities                  13,910               5,383            2,975           1,866

Shareholders' Equity:
Preferred stock $.01 par value,
5,000,000 shares authorized,
none issued or outstanding              -                   -                -               -
Common stock, $.01 par value,
40,000,000 shares authorized,
1,000 shares issued and
outstanding as of December 31,
1999                                    -                   -                -               -
    Parent company investment       7,250               1,353              727             701
    Currency Translation
    Adjustment                        (34)                 24              (53)             15
    Accumulated deficit            (2,246)               (985)            (433)           (180)
                                  -------            --------         --------        --------

Total Shareholders' Equity          4,970                 392              241             536
                                  -------            --------         --------        --------

Total Liabilities and
Shareholder's Equity              $18,880            $  5,775         $  3,216        $  2,402
                                  =======            ========         ========        ========
</TABLE>

                                    EXHIBIT D
                                    ---------

                               SERANOVA CONTRACTS




<PAGE>


                                                SERANOVA CONTRACTS

<TABLE>
<CAPTION>
CUSTOMER NAME                        DATE            CUSTOMER NAME                       DATE

<S>                                  <C>             <C>                                 <C>
Accident Compensation Corp           9/6/99          Mighty River Power                   9/20/99
Agilent Inc.                        12/6/99          Net Seed Development                 5/11/99
Air New Zealand Limited             6/29/98          New Zealand Dairy Board             10/12/99
Altiris                              2/5/99          New Zealand Police                   11/8/99
American Express                    3/22/98          North Shore City Council              9/8/99
Armstrong Inc.                      9/15/99          Novell Electronic Marketing          6/28/99
Asian Terminals Inc                11/22/99          Novell, Inc.                          2/9/99
Aspect Telecommunications           5/23/99          Ohgolly.com                          9/16/99
Auckland City                      10/12/99          Palmerston North CC                  4/20/99
Audi                                 1/1/99          Penreco                               3/8/99
Berli Jucker Public Company Ltd    12/19/99          Philippine National Oil              12/3/99
Big Planet                           3/9/99          Philippines Long Distance            1/15/98
Canterbury Meat Packers Ltd        10/12/99          Phillip Morris Philippines          12/10/99
Cedenco Australia Limited           8/25/99          Powerco                             10/21/99
Cerebos Gregg's Limited             8/25/99          PricewaterhouseCoopers               7/16/99
College Enterprises, Inc.           9/15/99          Rio Bravo Entertainment               2/5/99
Deloitte Touche Tomatsu             12/7/99          Royal Canadian Government            9/28/99
Department of Defence                8/5/99          Santa Cruz Operations                 3/1/99
Department of Labour                9/30/99          Sento Corporation                    7/15/99
Department of Lands                11/18/99          Simplot                               4/1/99
Dominion Salt Limited               8/25/99          Tacit Group                         11/15/99
EMI Music Publishing                 1/4/99          Telecom New Zealand Limited          10/4/99
Fragomen, Del Rey & Bernsen          1/7/99          Telecom New Zealand Ltd             10/11/99
Genesis Power                        4/6/99          Telephone Authority of Thailand     12/15/99
Globe Telecoms                      12/7/99          Television New Zealand                8/2/99
Heinz Wattie's Australasia          8/26/99          The Forums Group                     1/29/99
Hewlett Packard                      2/4/99          The Slaymaker Group, Inc.            6/17/99
IAccess.com                         3/22/99          The University of Auckland          10/18/99
IBM, Cable&Wireless A/c            10/18/99          TransAlta New Zealand Ltd            4/15/98
IHomeroom.com Corporation           9/17/99          US Cellular Corporation              10/6/99
Inland Revenue                      8/30/99          Utah.com                              1/6/99
Intermountain Health Care           9/14/99          Vignette Corporation                 9/29/99
J.R. Simplot Company                 6/9/99          Vilas Development Corporation       10/20/99
Liquidprice Inc.                    8/13/99          Volkswagen of America                 1/1/99
LWR Industries Limited              9/11/99          WebMethods, Inc.                     9/16/99
McKesson Corporation                 1/1/99          Work and Income NZ                  11/12/99
Medical Assurance Society          11/15/99          Zuellig Pharma                       7/30/99
Merrill, Scott and Associate         2/3/99          Zuellig Pharma Corporation           12/6/98
</TABLE>


<PAGE>

                                    EXHIBIT E
                                    ---------


                              SERANOVA LIABILITIES


      The term "SERANOVA LIABILITIES" includes:


Liabilities  assumed from  Intelligroup,  Inc.  with respect to the conduct of
SeraNova Business in the United States (attached hereto):



<PAGE>


                              SERANOVA LIABILITIES
<TABLE>
<CAPTION>
                        LIABILITIES                           VALUE           RECIPIENT        CONTRIBUTING ENTITY
                                                                              SeraNova             Intelligroup
<S>                                                        <C>
    Current Liabilities:
        Current portion of long-term debt                  $        -
        Notes payable to Parent                                 6,880
        Accounts payable                                            -
        Accrued payroll and related costs                         836
        Accrued expenses and other liabilities                    682
                                                           ----------
    Total Current Liabilities                                   8,398

    Long-Term Debt, net of current portion                         --
                                                           ----------
    Total Liabilities                                      $    8,398
                                                           ==========

                        LIABILITIES                           VALUE           RECIPIENT        CONTRIBUTING ENTITY
                                                                          Network Publishing   Network Publishing (1)
    Current Liabilities:
        Current portion of long-term debt                  $      120
        Notes payable to Parent                                    45
        Accounts payable                                           53
        Accrued payroll and related costs                         206
        Accrued expenses and other liabilities                    591
                                                           ----------
    Total Current Liabilities                                   1,015

    Long-Term Debt, net of current portion                        618
                                                           ----------

    Total Liabilities                                      $    1,633
                                                           ==========

(1)  Intelligroup  will contribute  100% of outstanding  Common Stock of Network
Publishing.

                        LIABILITIES                           VALUE           RECIPIENT        CONTRIBUTING ENTITY
                                                                               Azimuth              Azimuth (2)
    Current Liabilities:
        Current portion of long-term debt                  $        -
        Notes payable to Parent                                 1,389
        Accounts payable                                          573
        Accrued payroll and related costs                         505
        Accrued expenses and other liabilities                  1,079
                                                           ----------
    Total Current Liabilities                                   3,546

    Long-Term Debt, net of current portion                         --
                                                           ----------

    Total Liabilities                                      $    3,546
                                                           ==========

(2)  Intelligroup,  Inc will  contribute  100% of  outstanding  Common  Stock of
Azimuth.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                        LIABILITIES                           VALUE           RECIPIENT        CONTRIBUTING ENTITY
                                                                                India              Intelligroup
<S>                                                        <C>
    Current Liabilities:
        Current portion of long-term debt
        Notes payable to Parent
        Accounts payable                                          195
                                                           ----------
        Accrued payroll and related costs
        Accrued expenses and other liabilities

    Total Current Liabilities                                     195

    Long-Term Debt, net of current portion                         --
                                                           ----------
    Total Liabilities                                      $      195
                                                           ==========


                        LIABILITIES                           VALUE           RECIPIENT        CONTRIBUTING ENTITY
                                                                                 UK                Intelligroup
    Current Liabilities:
        Current portion of long-term debt
        Notes payable to Parent                                    83
        Accounts payable                                           51
        Accrued payroll and related costs                           4
        Accrued expenses and other liabilities                     --
                                                           ----------
    Total Current Liabilities                                     138

    Long-Term Debt, net of current portion                         --
                                                           ----------
    Total Liabilities                                      $      138
                                                           ==========
</TABLE>



<PAGE>

                                    EXHIBIT F
                                    ---------

                                 PERMITTED LIENS


o  Liens granted to PNC Bank N.A. pursuant to that certain Revolving Credit Loan
   Agreement dated January 29, 1999 and the First Amendment to Revolving  Credit
   Loan Agreement dated January 26, 2000.






<PAGE>

                                    EXHIBIT G
                                    ---------

                         LICENSED INTELLECTUAL PROPERTY


1.  All  processes  and tools  related to 4 Sight  Methodology.

2.  All documents  outlining the software selection process  including, Business
    Process Templates, Flow Process Diagrams and Organizational Chart Templates.






<PAGE>

                                    EXHIBIT H
                                    ---------

                                INTERCOMPANY DEBT




<PAGE>

                                INTERCOMPANY DEBT


      SeraNova has a loan payable to  Intelligroup  as of December 31, 1999,  in
the amount of $8,397,000.  Additional amounts may become payable to Intelligroup
stemming  from  income  taxes  and/or  cash flow  requirements  for the  periods
subsequent to December 31, 1999 and prior to proposed  spin-off.  A note bearing
an interest rate equal to the current prime rate will be negotiated prior to the
proposed spin-off.