SERVICES AGREEMENT

     This Services  Agreement  ("Agreement")  is made and entered into as of the
1st day of  January,  2000,  by and  between  INTELLIGROUP,  INC.,  a New Jersey
corporation ("ITIG") and SERANOVA, INC., a New Jersey corporation  ("SERANOVA").
The parties agree to be legally bound as follows:

1.      SERVICES.  ITIG will provide SERANOVA with  various  types  of  services
        --------
("Services")  listed in Exhibit A, which is attached hereto and  incorporated by
                        ---------
reference.  Such Exhibit A may be amended from time to time by written agreement
                 ---------
between the parties.  The Retained  Employees  (as defined in Section  5(a)(ii))
shall  exclusively  provide  Services to SERANOVA and/or  SERANOVA's  clients as
directed by SERANOVA and pursuant to Exhibit A.
                                     ---------

2.      TERMS OF AGREEMENT.  This Agreement shall become effective on January 1,
        ------------------
2000 (the  "Effective  Date"),  and shall  remain in full force and effect for a
period of one (1) year  thereafter,  unless earlier  terminated  pursuant to the
provisions of this  Agreement.  This  Agreement  shall  automatically  renew for
additional  consecutive  renewal  terms of one (1) year  unless  either  ITIG or
SERANOVA  gives  written  notice  of its  intent  not to renew the terms of this
Agreement sixty (60) days prior to the expiration of the then expiring term. The
initial one year term and any renewal period(s) thereafter shall collectively be
referred to as the "Term."

3.      TERMINATION OF AGREEMENT.
        ------------------------

        (a)    This Agreement or any portion thereof may be terminated by either
               party, for any reason, with thirty (30) days prior written notice
               to the other party.

        (b)    This Agreement or any portion thereof may be terminated by either
               party (the "non-defaulting party") if any of the following events
               occur by or with  respect  to the other  party  (the  "defaulting
               party"):  (i) the defaulting  party commits a material  breach of
               any of its  obligations  hereunder  and fails to cure such breach
               within  thirty  (30)  days of  receipt  of  written  notice  from
               non-defaulting  party;  or (ii) any  insolvency of the defaulting
               party,  any filing of a petition in  bankruptcy by or against the
               defaulting   party,   any  appointment  of  a  receiver  for  the
               defaulting  party,  or any  assignment  for  the  benefit  of the
               defaulting party's creditors; provided, however, that in the case
               of any involuntary  bankruptcy proceeding such right to terminate
               shall only become  effective if the  proceeding  is not dismissed
               within sixty (60) days after the filing thereof.

Termination  under  this  Section  3 or  otherwise  shall  have no effect on the
respective  obligations to make any payment  required to be made pursuant to the
terms of this  Agreement or any other  obligation  hereunder  that  survives the
termination  of this  Agreement.  Neither  party shall have any liability to the
other party for terminating the Agreement pursuant to this Section 3.

4.      TRANSITION  ASSISTANCE.  Other than for termination by SERANOVA pursuant
        ----------------------
to  Section  3(a) or by ITIG  under  Section  3(b)(ii),  ITIG  agrees to provide
SERANOVA with transition

<PAGE>

assistance  for up to 180 days (or such  shorter  period as SERANOVA  may elect)
after the  expiration of the Term, or upon the  termination of this Agreement by
either ITIG or SERANOVA.  Transition assistance shall include the following: (i)
ITIG shall  reasonably  cooperate  with SERANOVA or any relevant third party for
transferring  of the Services to SERANOVA or any such third party that  SERANOVA
selects; (ii) ITIG shall perform any new types of services, at a fee agreed upon
in  writing  by  the  parties,   that  are  reasonably  required  to  assist  in
transferring  of the Services to SERANOVA or any such third party that  SERANOVA
selects;  (iii)  ITIG shall  provide to  SERANOVA,  upon  SERANOVA's  reasonable
request,  any records or other information  relating to said Services;  and (iv)
comply  with  SERANOVA's  reasonable  requests  for  assistance  in  engaging or
training another person or persons to provide the Services  rendered by ITIG. So
long as ITIG is providing SERANOVA with transition assistance, SERANOVA shall be
obligated to provide compensation to ITIG pursuant to Exhibit A.
                                                      ---------

5.      INVOICING AND PAYMENTS.
        ----------------------

        (a)    (i)  SERANOVA shall remit payment of the monthly fee set forth on
               Exhibit  A to ITIG on or before  the first day of each  month for
               ----------
               the  preceding  month's  Services.  The first such payment  shall
               commence  on the  first  day of the  first  month  following  the
               Effective Date.  Payment for any Services  provided for a partial
               month period  preceding or following the initial payment shall be
               prorated  accordingly  based  on the  number  of  days in a given
               month.  Notwithstanding  any other  provision  of this Section 5,
               ITIG shall make all  payments to third  parties as  necessary  to
               ensure  continued  Services  of the  types  contemplated  in this
               Agreement.

               (ii) ITIG shall pay wages,  provide  benefits  and make  employer
               contributions  on behalf of the ITIG employees  listed on Exhibit
                                                                         -------
               B,  which  is  attached  hereto  and  incorporated  by  reference
               -
               ("Retained  Employees")  until  each  Retained  Employee  resigns
               his/her  employment  with ITIG or is  transferred  and becomes an
               employee of SERANOVA  (the  "Transfer  Date") and SERANOVA  shall
               reimburse  ITIG  for  all  such  wages,   benefits  and  employer
               contributions  paid by ITIG  from the  Effective  Date  until the
               Transfer  Date.  ITIG's  obligations  to  continue  to pay wages,
               provide   benefits  and  make  employer's   contributions   shall
               terminate on each individual Retained Employee's Transfer Date or
               upon  termination  or  resignation of employment of such Retained
               Employee. In light of SERANOVA's total control over the terms and
               conditions of such Retained Employees, SERANOVA retains the right
               to  request  the  termination  of  any  Retained   Employee  when
               necessary and  appropriate.  All amounts  payable to any Retained
               Employee terminates under this Section 5(a)(ii) by virtue of such
               termination,  including but not limited to severance pay, accrued
               wages, accrued vacation or leave pay, shall be reimbursed to ITIG
               by SERANOVA. Such Exhibit B may be amended from time to time.
                                 ---------

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<PAGE>

        (b)    SERANOVA  agrees to pay amounts  equal to any  Federal,  state or
               local   sales,   use,   excise,   privilege  or  other  taxes  or
               assessments,  however  designated  or  levied,  relating  to  any
               amounts payable by SERANOVA to ITIG hereunder,  this Agreement or
               any Services provided by ITIG to SERANOVA pursuant hereto and any
               taxes  or  amounts  in lieu  thereof  paid or  payable  by  ITIG,
               exclusive of taxes based on ITIG's net income for the Services or
               for any employees,  agents or  subcontractor  of ITIG.  ITIG will
               invoice  SERANOVA  for any taxes  payable  by  SERANOVA  that are
               required to be collected by ITIG pursuant to any applicable  law,
               rule, regulation or other requirement of law.

6.      OBLIGATIONS.
        -----------

        (a)    Certain   Information.   SERANOVA   shall  provide  to  ITIG  any
               information  needed  by  ITIG to  perform  the  Services.  If the
               failure to provide such  information  renders the  performance of
               any requested Services impossible or unreasonably difficult, ITIG
               may upon reasonable  prior written notice to SERANOVA and without
               incurring  any liability  refuse to provide such  Services  until
               such  time as  SERANOVA  has  provided  ITIG  with the  requisite
               information.

        (b)    Further Assurances.  During the term of this Agreement,  ITIG and
               SERANOVA  shall  use  commercially  reasonable  efforts  to:  (i)
               preserve  their  respective  and  mutual  reputations  and market
               positions  in  strategic  markets;   (ii)  promote  their  mutual
               businesses  and  cause  the  retention  and  expansion  of  their
               customers;  (iii)  refrain  from  taking  any  action  which  may
               jeopardize  any such  customer  relationship  without  the  prior
               written consent of the other party;  and (iv) execute and deliver
               any  further  legal  instruments  which may become  necessary  to
               effect the purposes of this Agreement.

        (c)    Scope  of  Services.  If  ITIG  and  SERANOVA  agree  that  it is
               functionally  impossible  to continue to provide a Service  under
               this Agreement,  or otherwise agree to eliminate or reduce one or
               more Services  provided  hereunder,  then ITIG shall  discontinue
               said  Service  at the time  and in the  manner  agreed  to by the
               parties.  In the  event  ITIG  discontinues  a  Service  provided
               hereunder,  SERANOVA's  Service fee shall be prorated  based on a
               reasonable  allocation  of the  costs as  mutually  agreed by the
               parties.  In  the  event  that  SERANOVA  requires  a  reasonable
               increase  of the  Services,  ITIG  shall  increase  the amount of
               Services  accordingly.  The parties  agree to  negotiate  in good
               faith  relating  to ITIG's  rendering  of  increased  services to
               SERANOVA and if the parties cannot agree on a price,  ITIG has no
               obligation to perform such increased services.

7.      OWNERSHIP.   All deliverables  generated pursuant to the Services as set
        ---------
forth in Exhibit A ("Work  Product")  shall be deemed  works made for hire under
         ---------
the applicable  copyright  laws, and that all Work Product shall be the sole and
exclusive  property  of  SERANOVA.  To the extent  that any Work  Product is not
considered  a work for hire under the  applicable  copyright  laws,  ITIG hereby
assigns  all of its rights,  title or  interest  in the Work  Product and in all
related



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<PAGE>

patents,  copyrights,  trademarks,  trade secrets,  rights of priority and other
proprietary  rights to SERANOVA.  ITIG shall make full disclosure to SERANOVA of
all such Work Product,  and reasonably  assist and cooperate  with SERANOVA,  at
SERANOVA's expense, in all respects and will execute documents,  give testimony,
and take all further acts requested by SERANOVA to obtain, maintain, perfect and
enforce for SERANOVA patent, copyright,  trademark,  trade secret or other legal
protection  for  the  Work  Product,  as  well  as all  reissues,  renewals  and
extensions thereof.

8.      SUBCONTRACTING  SERVICES.  ITIG may,  with the  consent  or  approval of
        ------------------------
SERANOVA,  subcontract  certain  Services,  in  whole or in  part,  provided  to
SERANOVA  pursuant  to this  Agreement.  To the  extent  that ITIG  subcontracts
certain or all Services,  ITIG shall remain solely  responsible  to SERANOVA for
the execution and quality of said Services.

9.      RECORD KEEPING.
        --------------

        (a)    Processing.   Upon  ten  (10)  days  prior  written  notice  from
               SERANOVA,  ITIG shall provide SERANOVA and/or its representatives
               or any regulatory  agency having  jurisdiction  reasonable access
               during normal business hours to ITIG's facilities for the purpose
               of  performing  audits or  inspections  of the  business  of ITIG
               relating  to the  Services.  ITIG shall  provide  any  reasonable
               assistance   as  may  be   required   by   SERANOVA   and/or  its
               representatives  or any  regulatory  agency having  jurisdiction.
               ITIG  shall  not be  required  to  provide  SERANOVA  and/or  its
               representatives  or any  regulatory  agency  having  jurisdiction
               access  to ITIG's  data of  ITIG's  customer's  data  other  than
               SERANOVA.  If any audit by an auditor  designated  by SERANOVA or
               any  regulatory  agency  having  jurisdiction  finds  ITIG not in
               compliance with any audit  requirement  relating to the Services,
               ITIG shall meet with  SERANOVA and the parties will agree on what
               actions  ITIG  must  take  to be in  compliance  with  the  audit
               requirements.  SERANOVA shall be responsible for the cost of such
               audit.

        (b)    Charges.  Upon ten (10) days prior written  notice from SERANOVA,
               ITIG shall provide SERANOVA and/or its representatives reasonable
               access during normal business hours to ITIG's  facilities for the
               purpose  of  performing  audits  or  inspections  to  verify  the
               accuracy  of the  amounts  charged  by ITIG to  SERANOVA  for the
               Services.  If, as a result of such audit,  it is determined  that
               ITIG has overcharged SERANOVA,  SERANOVA shall notify ITIG of the
               amount of such overcharge and ITIG shall promptly pay to SERANOVA
               the amount of the  overcharge,  plus interest of one percent (1%)
               per month,  but in no event to exceed the highest  lawful rate of
               interest,  calculated  from  the date of  receipt  by ITIG of the
               overcharged  amount  until the date of  payment to  SERANOVA.  In
               addition,  in the event any such audit  reveals an  overcharge to
               SERANOVA  by ITIG of  five  percent  (5%)  or  more,  ITIG  shall
               reimburse SERANOVA for cost of such audit.



                                     - 4 -
<PAGE>

10.     WARRANTY.
        --------

        (a)    ITIG  represents and warrants that during the  performance of and
               for a period of sixty (60) days after  performance,  the Services
               will be  provided in a  professional  and  workmanlike  manner in
               accordance   with  industry   standards  and  the  Services  will
               materially  conform to Exhibit A. In the event the Service  fails
                                      ---------
               to conform to the foregoing  warranties in any material  respect,
               the sole and exclusive remedy of SERANOVA,  and ITIG's liability,
               as a result thereof will be for ITIG, at its expense,  to use its
               commercially  reasonable  efforts to cure or correct such failure
               as soon as  reasonably  practical  or refund any  monies  paid by
               SERANOVA to ITIG for the nonconforming portion of the Services.

        (b)    ITIG represents and warrants that to its knowledge, the rendering
               of Services  will not infringe on any US patents,  copyrights  or
               trademarks.

        (c)    Each party  represents and warrants that it shall comply with all
               applicable   federal,   state  and  local  laws  and  regulations
               applicable  to the  Services  and  shall  obtain  all  applicable
               permits,  registrations and licenses required of it in connection
               with its obligations under this Agreement.

        (d)    EXCEPT AS EXPRESSLY  SET FORTH IN THIS  AGREEMENT,  ITIG DOES NOT
               MAKE ANY  REPRESENTATION  OR WARRANTY OF ANY KIND,  WHETHER  SUCH
               WARRANTY  BE  EXPRESS  OR  IMPLIED,  INCLUDING  ANY  WARRANTY  OF
               MERCHANTABILITY  OR  FITNESS  FOR A  PARTICULAR  PURPOSE  OR  ANY
               WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE.

11.     LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER PARTY FOR ANY SPECIAL, EXEMPLARY, INDIRECT,  INCIDENTAL,  CONSEQUENTIAL OR
PUNITIVE  DAMAGES  OF  ANY  KIND  OR  NATURE  WHATSOEVER   (INCLUDING,   WITHOUT
LIMITATION, LOST REVENUES,  PROFITS, SAVINGS OR BUSINESS),  WHETHER IN AN ACTION
BASED  ON  CONTRACT,  WARRANTY,  STRICT  LIABILITY,  TORT  (INCLUDING,   WITHOUT
LIMITATION,  NEGLIGENCE)  OR OTHERWISE,  EVEN IF SUCH PARTY HAS BEEN INFORMED IN
ADVANCE  OF THE  POSSIBILITY  OF SUCH  DAMAGES OR SUCH  DAMAGES  COULD HAVE BEEN
REASONABLY  FORESEEN BY SUCH PARTY.  In no event shall either party's  aggregate
liability  to the other party exceed the total fees paid by SERANOVA to ITIG for
the twelve (12) month period  immediately  preceding the event that gave rise to
the  liability,  whether  such  liability  is based on an  action  in  contract,
warranty, strict liability or tort (including,  without limitation,  negligence)
or otherwise. Each party's entire liability under this Agreement shall be as set
out in this Section 11. The parties have agreed that the  limitations  specified
in this Section 11 will survive and apply even if any limited  remedy  specified
in this Agreement is found to have failed of its essential purpose.


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<PAGE>

12.     INDEMNIFICATION.
        ---------------

        (a)    Indemnity by SERANOVA.  SERANOVA  shall  indemnify  ITIG from and
               ---------------------
               defend  ITIG  against,   any  liability  or  expenses  (including
               reasonable  attorneys'  fees)  arising  out of or relating to any
               claim, loss, damage, cost, liability, or expense ("Claim"):

               1.   Relating to the  employment  or  termination  thereof of any
                    Retained Employee;

               2.   Relating to (a) a violation of Federal, state, or other laws
                    (including  common law) or  regulations,  including  but not
                    limited to a  violation  of  Federal,  state,  or other laws
                    (including  common law) or regulations for the protection of
                    persons or  members  of a  protected  class or  category  of
                    persons by SERANOVA,  its employees,  or agents,  (b) sexual
                    discrimination or harassment by SERANOVA, its employees,  or
                    agents, and (c) work-related  injury except as maybe covered
                    by  SERANOVA's  worker's  compensation  or death  caused  by
                    SERANOVA, its employees, or agents;

               3.   Relating  to  amounts,   including  taxes,   interest,   and
                    penalties,  assessed  against ITIG which are the obligations
                    of SERANOVA pursuant to Section5(b); and

               4.   To  the  extent  directly  related  to  personal  injury  or
                    tangible  personal  property,   damage  resulting  from  any
                    Retained  Employee's  (prior  to  such  Retained  Employee's
                    Transfer  Date but after  SERANOVA  becomes a publicly  held
                    entity) and SERANOVA's negligent acts or omissions.

        (b)    Indemnity by ITIG. ITIG shall indemnify  SERANOVA from and defend
               -----------------
               SERANOVA against, any liability or expenses (including reasonable
               attorneys' fees) arising out of or relating to any Claim:

               1.   Relating to (a) a violation of Federal, state, or other laws
                    (including  common law) or  regulations,  including  but not
                    limited to a violation of Federal,  state,  or other laws or
                    regulations  for the  protection  of persons or members of a
                    protected   class  or  category  of  persons  by  ITIG,  its
                    employees,   or  agents,   (b)  sexual   discrimination   or
                    harassment  by ITIG,  its  employees,  or  agents,  and (c )
                    work-related  injury  except  as may be  covered  by  ITIG's
                    worker's   compensation   or  death  caused  by  ITIG,   its
                    employees, or agents;

               2.   Relating  to  amounts,   including  taxes,   interest,   and
                    penalties,   assessed   against   SERANOVA   which  are  the
                    obligations of ITIG pursuant to Section 5(b);

               3.   Relating to ITIG's  non-compliance  with legal or regulatory
                    requirements applicable to ITIG; and

               4.   To  the  extent  directly  related  to  personal  injury  or
                    tangible  personal  property  damage  resulting  from ITIG's
                    negligent acts or omissions  excluding the acts or omissions
                    of any Retained Employees (prior to such Retained Employee's
                    Transfer  Date but after  SERANOVA  becomes a publicly  held
                    entity).

        (c)    The party  seeking  indemnification  under any  provision of this
               Agreement  shall  promptly  notify  the  party  against  whom the
               indemnification   is   sought  in   writing   of  any  claim  for
               indemnification,  specifying  in detail the basis of such  claim,
               the

                                     - 6 -
<PAGE>

               facts  pertaining  thereto  and,  if  known,  the  amount,  or an
               estimate  of the  amount,  of the  liability  arising  therefrom;
               provided  however,  that  failure to give such  notice  shall not
               affect  the  indemnification  provided  hereunder  except  to the
               extent  that  the  indemnifying   party  can  demonstrate  actual
               monetary  prejudice  as a  direct  result  of such  failure.  The
               indemnified  party  shall  provide to the  indemnifying  party as
               promptly  as   practicable   thereafter   all   information   and
               documentation  necessary to support and verify the claim asserted
               and the indemnifying  party shall be given  reasonable  access to
               all  books  and  records  in the  possession  or  control  of the
               indemnified party or any of its affiliates which the indemnifying
               party reasonably determines to be related to such claim.

        (d)    The  indemnifying  party shall have sole control over the defense
               and/or settlement of any claim and the indemnified party will, at
               the  indemnifying   party's  sole  expense,   provide  reasonable
               assistance to the  indemnifying  party. If the indemnified  party
               takes  any  overt  action  that   unreasonably   compromises  the
               indemnifying  party's  defense or  settlement  of any claim,  the
               indemnifying  party  shall  be  relieved  of its  indemnification
               obligations for such particular claim.

13.     PARTIES' RELATIONSHIP.
        ---------------------

        (a)    Independent.  The  parties  are  independent  entities  with each
               having  sole  authority  and  control  of the  manner  of, and is
               responsible   for,  its  performance  of  this  Agreement.   This
               Agreement  does not  create or  evidence a  partnership  or joint
               venture  between  the  parties.  Neither  party  has the right or
               authority to enter into any contract, warranty, guaranty or other
               undertaking in the name or for the account of the other party, or
               to assume or create  any  obligation  or  liability  of any kind,
               express or implied,  on behalf of the other party, or to bind the
               other  party in any manner  whatsoever,  or to hold itself out as
               having  any  right,   power  or  authority  to  create  any  such
               obligation  or  liability  on  behalf of the other or to bind the
               other  party  in  any  manner  whatsoever  (except  as  otherwise
               provided by this  Agreement or as to any other  actions  taken by
               either party at the express  written request and direction of the
               other party).

        b)     Employees. Except as otherwise described herein, for the purposes
               of this  Agreement each party is solely  responsible  for its own
               employees or agents,  including  the actions or omissions and the
               payment of  compensation,  taxes and benefits of those  employees
               and agents.

        (c)    Access.  To  the  extent   reasonably   required  for  SERANOVA's
               personnel  to perform  their job  functions,  ITIG shall  provide
               SERANOVA's  personnel  with  reasonable  access to its equipment,
               office  facilities  and any other areas and  equipment  for which
               SERANOVA  has  provided  compensation  to ITIG under the terms of
               this Agreement. In addition, the employees of SERANOVA shall have
               reasonable  access to those  employees of ITIG who perform any of
               the Services.



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<PAGE>

        (d)    Non  Solicitation.  During  the Term  hereof  and for a period of
               twelve (12) months thereafter,  neither party shall,  directly or
               indirectly,  solicit for employment or employ, or accept services
               provided by, any employee,  officer or independent  contractor of
               the other  party who  performed  any work in  connection  with or
               related to the Services  without the prior written consent of the
               other party and such consent shall not be unreasonably withheld.

14.     DISPUTE  RESOLUTION  PROCEDURE.   Except  as  otherwise  stated in  this
        ------------------------------
Agreement,  the parties  shall  resolve  all  disputes  in  accordance  with the
following procedure:

        (a)    Each party shall promptly  negotiate in good faith to resolve all
               disputes,  controversies  or claims arising out of or relating to
               this Agreement or the performance hereunder (a "Dispute"). In the
               event that the parties cannot resolve the Dispute in such manner,
               they shall  immediately  refer the Dispute to each party's CFO or
               such other senior  executives  as may be mutually  agreed upon by
               the parties from time to time.  If such  executives  do not agree
               upon a decision within a reasonable amount of time after referral
               of the  Dispute  to them (but in no event more than  thirty  (30)
               days from the date the party that  determines  there is a Dispute
               becomes  aware of such  dispute) they shall submit the Dispute to
               the following binding arbitration procedures:

               1.   Any  Dispute  shall  be submitted to binding arbitration, in
               accordance with the dispute  resolution  procedures  specified in
               this Section 14. 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.

               2.   The arbitration shall be conducted  in  accordance  with the
               procedures specified in this Section 14 and the Arbitration Rules
               for Professional  Accounting and Related Services Disputes of the
               AAA ("AAA Rules"). In the event of a conflict,  the provisions of
               this Section 14 shall control. The arbitration shall be conducted
               before a panel of three  arbitrators,  regardless  of the size of
               the Dispute, to be selected as provided in the AAA Rules.

               3.   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  the  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 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



                                     - 8 -
<PAGE>

               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.

               4.   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.

15.     CONFIDENTIALITY.
        ---------------

        (a)    SERANOVA   and  ITIG  shall   each  (i)  hold  the   Confidential
               Information  (as  defined  below)  of  the  other  in  trust  and
               confidence  and avoid the  disclosure  or release  thereof to any
               other  person or  entity  by using the same  degree of care as it
               uses to avoid unauthorized use,  disclosure,  or dissemination of
               its own  Confidential  Information of a similar  nature,  but not
               less  than  reasonable  care,  and (ii) not use the  Confidential
               Information of the other party for any purpose  whatsoever except
               as expressly contemplated under this Agreement.  Each party shall
               disclose the Confidential  Information of the other only to those
               of  its  employees  having  a  need  to  know  such  Confidential
               Information  and shall take all reasonable  precautions to ensure
               that its employees comply with the provisions of this Section 15.

        (b)    The  term  "Confidential  Information"  shall  mean  any  and all
               information  or  proprietary  materials (in every form and media)
               not generally  known in the relevant  trade or industry and which
               has been or is hereafter  disclosed  or made  available by either
               party  (the  "disclosing  party")  to the other  (the  "receiving
               party") in connection  with the efforts  contemplated  hereunder,
               including (i) all trade  secrets,  (ii) existing or  contemplated
               products,  services, designs,  technology,  processes,  technical
               data, engineering, techniques, methodologies and concepts and any
               information  related thereto,  and (iii) information  relating to
               business plans,  sales or marketing methods and customer lists or
               requirements.

        (c)    The  obligations  of either  party under this Section 15 will not
               apply to information that the receiving party can demonstrate (i)
               was in its  possession  at the  time of  disclosure  and  without
               restriction as to confidentiality, (ii) at the time of disclosure
               is generally  available to the public or after disclosure becomes
               generally  available to the public through no breach of agreement
               or other  wrongful  act by the  receiving  party,  (iii) has been
               received from a third party without restriction on disclosure and
               without breach of agreement or other

                                     - 9 -
<PAGE>

               wrongful  act by  the  receiving  party,  (iv)  is  independently
               developed  by  the  receiving   party   without   regard  to  the
               Confidential  Information of the other party,  or (v) is required
               to  be  disclosed  by  law  or  order  of a  court  of  competent
               jurisdiction or regulatory authority, provided that the receiving
               party  shall  furnish  prompt  written  notice  of such  required
               disclosure and reasonably cooperate with the disclosing party, at
               the  disclosing  party's cost and expense,  in any effort made by
               the  disclosing  party  to  seek  a  protective  order  or  other
               appropriate protection of its Confidential Information.

16.     SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon, and shall
        ----------------------
inure to the benefit of, the parties hereto and their respective  successors and
permitted  assigns.  This  Agreement  may not be assigned by either party hereto
without the prior written consent of the other party except ITIG may, upon prior
written  notice to SERANOVA (but without any obligation to obtain the consent of
SERANOVA), assign this Agreement or any of its rights hereunder to any affiliate
of ITIG, or to any entity who succeeds (by purchase, merger, operation of law or
otherwise) to all or substantially all of the capital stock,  assets or business
of ITIG,  if such entity  agrees in writing to assume and be bound by all of the
obligations of ITIG under this Agreement.

17.     NO THIRD-PARTY  BENEFICIARIES.   Nothing  expressed or  implied in  this
        -----------------------------
Agreement shall be construed to give any person or entity other than the parties
any legal or equitable rights under this Agreement.

18.     WAIVERS.   No term or  provision  hereof shall be  deemed  waived and no
        -------
breach  excused  unless such waiver or consent shall be in writing and signed by
an authorized  representative of the party claiming to have waived or consented.
No  consent by either  party to, or waiver  of, a breach by the  other,  whether
express or implied,  shall constitute a consent to, waiver of, or excuse for any
different or subsequent breach.

19.     NOTICES. All notices given in connection with this Agreement shall be in
        -------
writing and transmitted by (i) hand delivery; (ii) courier delivery;  (iii) U.S.
certified mail, return receipt requested, postage prepaid; or (iv) telecopier to
the addressed listed below.  Delivery of said notices shall be deemed given upon
the date of (a) receipt of courier  delivery;  (b) certified mail return receipt
is signed or delivery is  rejected;  or (c) receipt of written  confirmation  of
telecopier transmittal.

        If to ITIG:          Intelligroup, Inc.
                             499 Thornall Street
                             Edison, New Jersey 08837
                             Attn: President
                             Fax No.: (732) 362-2100


        If to SERANOVA:      SeraNova, Inc.
                             499 Thornall Street
                             Edison, New Jersey 08837
                             Attn: President
                             Fax No.: (732) 362-2100

                                     - 10 -
<PAGE>

20.     FORCE  MAJEURE.   No  delay or  failure  of a party  to  perform  any of
        --------------
its  obligations,  other than payment  obligations,  under this Agreement due to
causes beyond its reasonable control shall constitute a breach of this Agreement
or render that party liable for that delay or failure.  Causes  beyond a party's
reasonable control include,  but are not limited to: (i) events or circumstances
that the party, even though using all,  reasonable efforts, is unable to prevent
or overcome;  or (ii) labor disputes,  strikes,  or other similar  disturbances,
acts of God,  utilities or  communications  failures,  acts of the public enemy,
riots, insurrections, sabotage or vandalism.

21.     SEVERABILITY.  The invalidity,  illegality  or  unenforceability  of any
        ------------
provision in this Agreement  shall not in any way affect the validity,  legality
or enforceability of any other provision of this Agreement. This Agreement shall
be reformed and  construed  in all respects as if such invalid or  unenforceable
provision had never been in the Agreement and such  provision  shall be reformed
so that it will be valid, legal and enforceable to the extent possible.

22.     GOVERNING  LAW,  VENUE  AND  JURISDICTION.    This  Agreement  shall  be
        -----------------------------------------
construed  in  accordance  with and  governed  by the  laws of the  State of New
Jersey,  without regard to its conflict of laws  principles.  Subject to Section
14,  the  parties  consent  to  jurisdiction  and venue in the  state  courts of
Middlesex County, New Jersey, or if there is exclusive federal jurisdiction, the
U.S.  District  Court for the  District  of New  Jersey,  shall  have  exclusive
jurisdiction and venue over any dispute arising out of this Agreement.

23.     HEADINGS.  Headings in this  Agreement  are  included for convenience of
        --------
reference  only and do not  constitute  a part of this  Agreement  for any other
purpose.

24.     ENTIRE AGREEMENT.  This Agreement constitutes  the entire  understanding
        ----------------
between the parties  with  respect to the subject  matter  contained  herein and
supersedes all prior  communications,  representations and agreements.  It shall
not be varied  except by a  modification  in writing  which is duly  executed by
authorized representatives of the parties subsequent to the date first appearing
herein

25.     COUNTERPARTS.   This  Agreement may be executed in counterparts, each of
        ------------
which shall be deemed an original and of equal force and effect.

26.     INSURANCE.  ITIG and SERANOVA  (after  SERANOVA  becomes a publicly held
        ---------
        entity) agree to maintain insurance in accordance with the following:

        o      Workers Compensation & Employer's Liability:
               As  required  under  the law of the  state in  which  the work is
               performed  with  each  party's  liability  limit  not  less  than
               $500,000 per occurrence/annual aggregate.
        o      Commercial General Liability:
               Covering  all  operations  of each party  including  product  and
               completed operations and contractual liability against claims for
               personal bodily injury and property damage with a liability limit
               not less than $1,000,000 per occurrence/annual aggregate.



                                     - 11 -
<PAGE>

        o      Errors & Omission Insurance:
               Covering loss or damage  arising out of negligent  acts or errors
               or omissions which arise from  professional  Services provided by
               ITIG under this  Agreement and any services  provided by SERANOVA
               (using the Retained  Employees after SERANOVA  becomes a publicly
               held  entity  but prior to such  employee's  Transfer  Date) with
               limits no less than $1,000,000 per occurrence.

        Such insurance  coverage as is required under this Agreement shall be in
        form and with  insurance  carriers  licensed to do business in the state
        where the services are provided,  unless otherwise  provided herein.  As
        evidence of said coverage, ITIG shall forward Certificates of Insurance,
        or copies of  insurance  policies,  to SERANOVA,  which shall  contain a
        provision to endeavor to notify SERANOVA in writing of a cancellation or
        nonrenewal  of said  coverages not less than thirty (30) days before its
        effective  date. The foregoing  statements as to the types and limits of
        insurance  coverage to be  maintained  by ITIG,  is not  intended to and
        shall not in any manner limit or qualify the liabilities and obligations
        otherwise assumed by ITIG pursuant to this Agreement,  including but not
        limited to the provisions concerning indemnification.

27.     PUBLICITY.  Neither  party  shall use the name of the other party in any
        ---------
materials, statements or press releases without the prior written consent of the
other party.

        IN WITNESS WHEREOF, this Agreement has been executed effective as of the
date first above written.

WITNESSES                                   INTELLIGROUP, INC.


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

                                            BY: /s/ Ashok Pandey
-----------------------------                  -----------------------------
                                               Ashok Pandey
                                               Co-Chief Executive Officer

                                            SERANOVA, INC.
-----------------------------

                                            BY: /s/ Raj Koneru
-----------------------------                  -----------------------------
                                               Raj Koneru
                                               Chairman, Chief Executive Officer
                                               and President



                                     - 12 -
<PAGE>


                                          EXHIBIT A
                     DESCRIPTION OF SUPPORT SERVICES AND APPLICABLE FEES

INFORMATION SYSTEMS & SUPPORT
-----------------------------

Monthly Access and Support Fee for SAP system:
----------------------------------------------
o   Fixed charge of $4,000 per month;
o   Includes application support and consultation;
o   Does not include  enhancement or modification of the underlying  software or
    configuration,  except  as needed  to  correct  for  system  malfunction  or
    programming "bugs".

PC Applications and Hardware Support Services/Procurement:
----------------------------------------------------------
o   Fixed monthly charge of $10,000 for January;  $8,000 per month  thereafter;
o   Support for desktop systems and network  management applications for Edison,
    N.J. location
o   Ordering,  receiving  and  configuring  of new PC's and  Laptops  as  needed
    (exclusive of actual cost of hardware and software components).
o   Continued  access  and  support  for  Lotus  Notes e-mail  system  currently
    installed;
o   Additional charges may be invoiced for the actual cost incurred to extend or
    add  user  licenses  should  these  be  required  (based  upon  increases in
    registered  users over baseline number, determined as of December 31, 1999).

The  parties   acknowledge  that   Intelligroup  has  entered  into  contractual
relationships   with  various   software   vendors  for  use  of  the  software.
Intelligroup  will  permit  SeraNova  a right  to use the  software  or  provide
services  to  SeraNova  to  the  extent  Intelligroup  is  permitted  under  its
applicable  agreements  with  the  software  vendors.  SeraNova  will  take  all
reasonable  actions  requested  by  Intelligroup,  so that  SeraNova may use the
software  or  receive  services  from  Intelligroup.  Upon  SeraNova  becoming a
publicly held entity,  SeraNova, at its sole cost and expense, may have to enter
into separate  agreements with such software  vendors and may no longer have the
right to use the software or receive services from Intelligroup.

GENERAL ADMINISTRATIVE SUPPORT
------------------------------

Mail Delivery & Facilities Management
-------------------------------------
o   Fixed  charge of $3,000 per  month,  adjustable  upon  mutual  agreement  to
    reflect changes in usage or underlying costs to Intelligroup;
o   Monthly  charge  includes  handling  and  distribution  of  mail  and  other
    deliveries,  incidental  office  supplies,  copy machine usage,  and general
    facilities management;
o   Additional  charges  will be  invoiced for  actual  costs of  "expressmails"
    (including  but not limited to Federal Express,  U.S. Postal  Service Exerts
    Mail, Airborne Express);
o   Additional  charge of $1,000 per month for postage,  adjustable  upon mutual
    agreement to reflect changes in usage or underlying costs to Intelligroup;

Receptionist
------------
o   Fixed charge of $1,700 per month.


<PAGE>

Human Resources
---------------
o   Fixed  charge of $2,500 per  month,  adjustable  upon  mutual  agreement  to
    reflect changes in underlying employee mix;
o   Administrative support related to  401(k) Plans,  applicable medical benefit
    plans, employee manual;
o   Employee  orientation  and hiring support will be invoiced at a rate of $100
    per new  "in-house"  employee  hired (covers such  incidentals as key cards,
    name plates, etc

Billing Support
---------------
o   Fixed monthly charge of $1,000;
o   Provides  assistance with  setting up  and  transferring  A/R,  and  Billing
    functions from Intelligroup;
o   Covers the cost of continued invoice processing by Intelligroup  required to
    clear historical amounts.

Payroll Support
---------------
o   Fixed  charge of $1,500 per month for the months of January  through  March,
    2000; then at a rate of $500 per month thereafter;
o   Provides  administrative and processing assistance for the months of January
    through March, 2000, including assistance with quarterly tax reporting;
o   Also provides for  on-going  advisory  support in  connection  with  payroll
    processing;
o   External  charges  (such as  Ceridian  Payroll  Service) are to be  directly
    billed to SeraNova.

Immigration
-----------
o   Per case charge of $100 to cover administrative costs and access to
    Immigration Staff;
o   All external  charges,  including but not  limited to  legal  (Fragomen) and
    I.N.S. fees are to be directly billed to SeraNova.


Other Support and Administrative Costs
--------------------------------------

The above  assumes  that  certain  external  costs will be directly  invoiced to
SeraNova.  In the event that any such costs,  directly attributable to SeraNova,
are  invoiced by a third party to  Intelligroup,  these will be  recoverable  by
Intelligroup  upon  presentment  of such  costs  to  SeraNova  in the form of an
invoice or other  written  request for payment  (which will detail the costs and
purposes for such costs).

Certain other costs may be incurred by  Intelligroup  on behalf of both parties,
which may  include  but are not be  limited  to (i) cost of  general  liability,
property and casualty, and other business insurance coverages (prior to SeraNova
becoming a publicly held entity);  and (ii) costs of outside retained recruiting
firms.  Intelligroup  may  recover  a  proportionate  share of such  costs  from
SeraNova upon presentment to SeraNova in the form of an invoice or other written
request for payment  (which will detail the costs and  purposes for such costs).
Such proportion will be determined by mutual agreement of the parties.

<PAGE>

INTELLIGROUP MONTHLY BILLING SCHEDULE FOR 2000
FOR CHARGES UNDER EXHIBIT A OF THE SERVICES
AGREEMENT
<TABLE>
<CAPTION>
                                                  Jan-00     Feb-00      Mar-00     Apr-00     May-00    Jun-00    Jul-00    Aug-00
                                                  ------     ------      ------     ------     ------    ------    ------    ------
<S>                                              <C>        <C>         <C>        <C>        <C>       <C>       <C>       <C>
Monthly Fixed Charges

   Information Systems and Support
         SAP systems access and support          $ 5,500    $ 5,500     $ 5,500    $ 5,500    $ 5,500   $ 5,500   $ 5,500   $ 5,500

         PC applications and H/W support         $11,000    $11,000     $11,000    $11,000    $11,000   $11,000   $11,000   $11,000

   General Administrative Support

         Mail room and facilities                $ 3,000    $ 3,000     $ 3,000    $ 3,000    $ 3,000   $ 3,000   $ 3,000   $ 3,000

         Postage                                 $ 1,000    $ 1,000     $ 1,000    $ 1,000    $ 1,000   $ 1,000   $ 1,000   $ 1,000

         Receptionist                            $ 1,700    $ 1,700     $ 1,700    $ 1,700    $ 1,700   $ 1,700   $ 1,700   $ 1,700

         H/R support                             $ 3,500    $ 3,500     $ 3,500    $ 3,500    $ 3,500   $ 3,500   $ 3,500   $ 3,500

         Billing support                         $ 1,000    $ 1,000     $ 1,000    $ 1,000    $ 1,000   $ 1,000   $ 1,000   $ 1,000

         Payroll support                         $ 1,500    $ 1,500     $ 1,500    $   500    $   500   $   500   $   500   $   500

                                              --------------------------------------------------------------------------------------
Total Fixed Charges for Services                 $28,200    $28,200     $28,200    $27,200    $27,200   $27,200   $27,200   $27,200
                                              ======================================================================================

                                                  Sep-00     Oct-00      Nov-00     Dec-00
                                                  ------     ------      ------     ------
Monthly Fixed Charges

   Information Systems and Support
         SAP systems access and support          $ 5,500    $ 5,500     $ 5,500    $ 5,500

         PC applications and H/W support         $11,000    $11,000     $11,000    $11,000

   General Administrative Support

         Mail room and facilities                $ 3,000    $ 3,000     $ 3,000    $ 3,000

         Postage                                 $ 1,000    $ 1,000     $ 1,000    $ 1,000

         Receptionist                            $ 1,700    $ 1,700     $ 1,700    $ 1,700

         H/R support                             $ 3,500    $ 3,500     $ 3,500    $ 3,500

         Billing support                         $ 1,000    $ 1,000     $ 1,000    $ 1,000

         Payroll support                         $   500    $   500     $   500    $   500

                                              --------------------------------------------------------------------------------------
Total Fixed Charges for Services                 $27,200    $27,200   $27,200   $27,200
                                              ============================================
</TABLE>

Variable ("Per drink") charges
------------------------------

         H/R support - $100 per new in-house hire

         Immigration support - $100 per case



INTELLIGROUP MONTHLY BILLING SCHEDULE
FOR RENT AND UTILITIES CHARGES UNDER THE SPACE SHARING AGREEMENT
<TABLE>
<CAPTION>
                     Jan-00  Feb-00  Mar-00  Apr-00  May-00  Jun-00  Jul-00  Aug-00  Sep-00  Oct-00  Nov-00  Dec-00
                     ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
<S>                  <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>

</TABLE>
<PAGE>

                                          EXHIBIT B
                                      RETAINED EMPLOYEES
<TABLE>
<CAPTION>
NAME                                ID#               NAME                      ID#
----                                ---               ----                      ---
<S>                                 <C>               <C>                       <C>
Badola, Anil                        # 2280            Natarajan, Sambamoorthy   # 228
Balakrishnan, Sridhar               # 2036            Nath, Mohan               # 706
Boghra, Arunkumar                   # 479             Padmala, Srinivas Rao     # 1816
Chandran, Karthikeyan               # 2010            Palvai, Sreedhar          # 1898
Dasari, Nageswararao                # 2251            Parekh, Hitesh            # 1683
Desai, Sheetal                      # 2221            Pavuluri, Kiran           # 1509
Errangutla, Mahesh                  # 606             Prasani, Vineet Rayroth   # 159
Gadre, Veerdhaval                   # 761             Rajagopal, Raghu          # 326
Gaur, Harish                        # 1970            Ramachandran, Aravind     # 1554
Gorde, Ajay                         # 285             Ramaswamy, Prakash        # 2300
Guduru, Vidyasaagar                 # 2298            Rao, Shashikant           # 1859
Kalapatapu, Rama Sastry             # 827             Ray, Pragnesh             # 1813
Kalvit, Hemant                      # 910             Reddy, Venugopal          # 97
Kanyan, Mathew                      # 1847            Roche, Conrad             # 2290
Kelwalkar, Anil Balakrishna         # 1931            Roy, Ashok                # 1596
Keswani, Haresh                     # 1635            Sahoo, Rabi Narayan       # 1877
Kolukuluri, Trivikram               # 808             Sahu, Gajendra Kumar      # 2163
Koneru, Padma                       # 628             Sawant, Sudhir            # 535
Krishnan, Vilayanur P.              # 2155            Sheth, Tushar             # 1592
Kumar, Manish                       # 2128            Sindhwani, Manesh         # 1846
Kumar, Raj                          # 629             Soman, Kshitish           # 708
Kuttalingam, Vannamuthu             # 1524            Srinivasan, Girish        # 1958
Lanka     , Kutumba                 # 413             Srinivasan, Sridhar       # 562
Madhavi, Nandyala                   # 767             Suki, Geetanjali          # 2023
Madhineni, Madhukar                 # 684             Sunkam, Sreehari          # 638
Mathur, Praveen                     # 1932            Susarla, Bharat           # 1710
Mohammad, Asif                      # 348             Thirugnanam, Gomathi      # 1963
Mopati, Krishna                     # 369             Vedavyas, Balram          # 725
Morarji, Dhirendra                  # 1522            Wahi, Saurabh             # 181
Mysore, Prashanth                   # 1924            Zentelis  , Nicolas       # 1927
Nagwekar, Suraj                     # 1508            Kanthi, Hanumanth         not assigned
Nair, Rajan                         # 732             Guntupalli, Bharat        not assigned
Nallapaneni, Netaji                 # 831             Aruminathan, William S    not assigned
Narne, Aravind                      # 2327            Sharan, Jaya              not assigned
</TABLE>