MASTER CONSULTING SERVICES AGREEMENT


THIS MASTER CONSULTING SERVICES AGREEMENT (this  "Agreement"),  made and entered
into this 21 day of December,  1999 ("Effective Date"), by and between SeraNova,
Inc. and Intelligroup,  Inc. collectively (hereinafter  "SeraNova"),  New Jersey
corporations,  and  Mueller/Shields  (hereinafter  "Consultant"),  a  California
corporation:

Recitals:

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

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

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

SECTION 1.  SCOPE OF SERVICES

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

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

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

1.4   All work shall be performed in a workmanlike  and  professional  manner by
      employees of Consultant having a level of skill and experience in the area
      commensurate  with the  requirements of the scope of


<PAGE>

      work to be  performed.  Consultant shall  make sure its  employees at  all
      times observe security and safety policies of SeraNova while on SeraNova's
      site.

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

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

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

SECTION 2.  TERM OF AGREEMENT

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

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

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

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

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

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


                                      -2-
<PAGE>

SECTION 3.  FEES, EXPENSES AND PAYMENT

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

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

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

SECTION 4. CONSULTANT PERSONNEL

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

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

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

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


                                      -3-
<PAGE>

SECTION 5.  INTELLECTUAL PROPERTY RIGHTS

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

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

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

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

SECTION 6.  CONFIDENTIAL INFORMATION

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

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

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

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

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

      Consultant  agrees that it shall not  disclose,  transfer,  use,  copy, or
      allow access to any such  Confidential  Information to any employees or to
      any  third  parties,  except  for  those  who  have a need  to  know  such


                                      -4-
<PAGE>

      Confidential  Information in order to accomplish the  requirements of this
      Agreement and who are bound by contractual  obligations of confidentiality
      and  limitation  of use  sufficient  to give  effect  to this  Section  6.
      Consultant  further  acknowledges  that the Work Product will of necessity
      incorporate such  Confidential  Information.  In no event shall Consultant
      disclose any such Confidential  Information to any competitors of SeraNova
      or to third parties generally.

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

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

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

SECTION 7.  WARRANTIES

7.1   Consultant warrants that:

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

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

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

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

SECTION 8.  INDEMNIFICATION AND EXCLUSION OF DAMAGES

8.1   Consultant  hereby  indemnifies and agrees to hold harmless  SeraNova from
      and against any and all claims, demands, and actions, and any liabilities,
      damages,  or  expenses  resulting  therefrom,  including  court  costs and
      reasonable  attorney  fees,  arising out of or  relating  to the  Services
      performed by Consultant  hereunder or any breach of the warranties made by
      Consultant  pursuant to Section 8 hereof.  Consultant's  obligations under
      this Section 9.1 shall survive the  termination  of this Agreement for any
      reason.  SeraNova  agrees  to give  Consultant  prompt  notice of any such
      claim,  demand,  or  action  and  shall,  to the  extent  SeraNova  is not
      adversely  affected,  cooperate  fully  with  Consultant  in  defense  and
      settlement thereof.

                                      -5-
<PAGE>

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


SECTION 9.  NON-COMPETITION

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

SECTION 10.  MISCELLANEOUS

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

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

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

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

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

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

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

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

                                      -6-
<PAGE>

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

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

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

[SeraNova]                                [Mueller/Shields]

/s/ Raj Koneru                            /s/ Phyllis L. Mueller
--------------------------------------------------------------------------------
By:                                       By:
Raj Koneru                                Phyllis L. Mueller
--------------------------------------------------------------------------------
Title:                                    Title:
CEO, SeraNova, Inc.                       CEO, Mueller/Shields
--------------------------------------------------------------------------------
Address for correspondence:               Address for correspondence:
499 Thornall Street                       15225 Alton Parkway
Edison, NJ 08837                          Building 100
                                          Irvine, CA 92618




                                      -7-
<PAGE>

                            EXHIBIT A - DELIVERABLES

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

                                      -8-
<PAGE>

--------------------------------------------------------------------------------
MONTH                                  SCHEDULE OF WORK
--------------------------------------------------------------------------------
January 2000       o     Finalize planning guide
                   o     Print corporate brochure
                   o     Develop the collateral carrier and envelope
                   o     Begin development of data sheets
                   o     Begin development of proposal template program
                   o     Complete the sales training materials
                   o     Continue development of the sales training program
                   o     Complete  market  testing of creatives and finalize the
                         creatives
                   o     Review  creatives for the  marketing  programs  (direct
                         mail, advertising, and seminar programs)
                   o     Finalize  the  prospect  database build for seminar and
                         direct mail programs
                   o     Continue the telecontact demand generation program
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
February 2000      o     Print the planning guide
                   o     Print the collateral carrier and envelope
                   o     Finalize copy and creative for data sheets
                   o     Complete development of the white papers
                   o     Complete development of proposal template program
                   o     Develop and finalize telecontact scripts for the direct
                         marketing and seminar programs
                   o     Continue development of the sales training program
                   o     Finalize all creatives for marketing programs
                   o     Mail invitations for the first seminar
                   o     Begin  telecontact  program  in support of the  seminar
                         program
                   o     Begin seminar confirmation and reminder programs
                   o     Trade show consulting
                   o     Implement wave 1A of direct marketing program
                   o     Begin  telecontact  program  in  support of the  direct
                         marketing program
                   o     Develop and implement collateral fulfillment program
                   o     Begin lead qualification, distribution, and reporting
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------


                                      -9-
<PAGE>

--------------------------------------------------------------------------------
MONTH                                  SCHEDULE OF WORK
--------------------------------------------------------------------------------
March 2000         o     On-site management and setup of first seminar
                   o     First seminar held
                   o     Qualify and distribute all leads from the seminar
                   o     Mail invitations for the second seminar
                   o     Continue  telecontact program in support of the seminar
                         program
                   o     Continue seminar confirmation and reminder programs
                   o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Continue   lead   qualification,   distribution,    and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Deliver first sales training class
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
April 2000         o     On-site management and setup of second seminar
                   o     Second seminar held
                   o     Qualify and distribute all leads from the seminar
                   o     Mail invitations for the third seminar
                   o     Continue  telecontact program in support of the seminar
                         program
                   o     Continue seminar confirmation and reminder programs
                   o     Implement wave 1B of direct marketing program
                   o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Continue   lead   qualification,   distribution,    and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
May 2000           o     On-site management and setup of third seminar
                   o     Third seminar held
                   o     Qualify and distribute all leads from the seminar
                   o     Mail invitations for the fourth seminar
                   o     Continue  telecontact program in support of the seminar
                         program
                   o     Continue seminar confirmation and reminder programs
                   o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Continue   lead   qualification,   distribution,    and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------


                                      -10-
<PAGE>

--------------------------------------------------------------------------------
MONTH                                  SCHEDULE OF WORK
--------------------------------------------------------------------------------
June 2000          o     Implement wave 2A of direct marketing program
                   o     On-site management and setup of fourth seminar
                   o     Fourth seminar held
                   o     Qualify and distribute all leads from the seminar
                   o     Continue seminar confirmation and reminder programs
                   o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Continue   lead   qualification,   distribution,    and
                         reporting
                   o     Conduct sales training course
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
July 2000          o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Continue   lead   qualification,   distribution,    and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
August 2000        o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Continue   lead   qualification,   distribution,    and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
September 2000     o     Implement wave 2B of direct marketing program
                   o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Conduct sales training course
                   o     Continue   lead   qualification,   distribution,    and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Conduct sales training course
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------
October 2000       o     Conduct sales training course
                   o     Continue  telecontact  program in support of the direct
                         marketing program
                   o     Continue collateral fulfillment program
                   o     Continue   lead   qualification,   distribution,    and
                         reporting
                   o     Continue lead tracking/pipeline report
                   o     Program management
                   o     Weekly reporting
                   o     Monthly status review meeting
--------------------------------------------------------------------------------


                                      -11-
<PAGE>

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



                                      -12-
<PAGE>

                       SERANOVA MILESTONE PAYMENT SCHEDULE


         ---------------------------------------------------------------
                           MILESTONE PAYMENT SCHEDULE
         ---------------------------------------------------------------
          INVOICE DATE            PAYMENT DUE        MONTHLY MILESTONE
                                                     PAYMENT SCHEDULE
         ---------------------------------------------------------------
          October 1, 1999       Deposit Due Upon          $294,905
                                Receipt
         ---------------------------------------------------------------
          November 1, 1999      November 30, 1999         $503,630
         ---------------------------------------------------------------
          December 1, 1999      December 31, 1999         $401,465
         ---------------------------------------------------------------
          January 15, 2000      February 15, 2000         $520,000
         ---------------------------------------------------------------
          February 1, 2000      February 29, 2000         $520,000
         ---------------------------------------------------------------
          March 1, 2000         March 31, 2000            $560,000
         ---------------------------------------------------------------
          April 15, 2000        May 15, 2000              $644,714
         ---------------------------------------------------------------
          May 1, 2000           May 31, 2000              $573,915
         ---------------------------------------------------------------
          June 1, 2000          June 30, 2000             $232,041
         ---------------------------------------------------------------
          July 1, 2000          July 31, 2000                   --
         ---------------------------------------------------------------
          August 1, 2000        August 31, 2000                 --
         ---------------------------------------------------------------
          September 1, 2000     September 30, 2000              --
         ---------------------------------------------------------------
          October 1, 2000       October 31, 2000                --
         ---------------------------------------------------------------
          November 1, 2000      November 30, 2000               --
         ---------------------------------------------------------------
          December 1, 2000      December 31, 2000               --
         ---------------------------------------------------------------
          TOTAL PROGRAM INVESTMENT                      $4,250,670
         ---------------------------------------------------------------



                                      -13-
<PAGE>

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


Mueller/Shields  will  receive  additional  compensation  based  on  the  actual
quarterly  revenues  generated in the United States by SeraNova according to the
schedule below.

The  quarterly  revenue  goals  (generated  in the United  States) on which this
compensation will be based:

      Q1 2000           $12,070,000
      Q2 2000           $15,964,000
      Q3 2000           $19,345,000
      Q4 2000           $23,821,000

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

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

o  The  compensation  for the  quarter  will be 3.1% of the  actual  incremental
   revenue over 80% of the quarterly revenue goal.

o  If the actual revenue achieved is over 100%,  Mueller/Shields will receive an
   additional  5% of the actual  incremental  revenue over 100% of the quarterly
   revenue goal.

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


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


           ----------------------------------------------------------
               Quarter          Actual Revenue          Total
                                   Achieved         Compensation
           ----------------------------------------------------------
               Q1 2000           $12,000,000           $73,000
           ----------------------------------------------------------
               Q2 2000           $16,000,000          $101,000
           ----------------------------------------------------------
               Q3 2000           $20,000,000          $150,000
           ----------------------------------------------------------
               Q4 2000           $24,000,000          $150,000
           ----------------------------------------------------------


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



                                      -14-
<PAGE>

A.    Stock Options



Mueller/Shields  is hereby  granted  options  to buy 15,000  shares of  SeraNova
common stock, at a strike price of $6.66 per share  exercisable after January 1,
2000. The rights to exercise these options will expire on December 31, 2000.

In  addition,  Mueller/Shields  will be granted  options to buy 5,000  additonal
shares of SeraNova  common  stock on July 15, 2000 if SeraNova  meets 80% of its
cumulative Q1 2000 and Q2 2000 revenue targets or $22,427,000.  The strike price
of these 5,000 shares will be the market price on July 1, 2000 exercisable until
June 30, 20001.





                                      -15-
<PAGE>

                                CANCELLATION FEES
                                -----------------

If the  contract is  terminated  for any reason,  Muller/Shields  will be paid a
cancellation fee as detailed in the following table. These cancellation fees are
in addition to the fees specified in the Milestone Payment Schedule.

               --------------------------------------------------
               Month of Notice of Contract         Cancellation
               Termination                              Fee
               --------------------------------------------------
               October 1999 to January 1999               $0
               --------------------------------------------------
               February 2000                        $267,000
               --------------------------------------------------
               March 2000                           $534,000
               --------------------------------------------------
               April 2000                           $800,000
               --------------------------------------------------
               May 2000                             $400,000
               --------------------------------------------------
               June 2000 to December 2000                 $0
               --------------------------------------------------




                                      -16-
<PAGE>

                            EXHIBIT B: KEY EMPLOYEES


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

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

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


--------------------------------------------------------------------------------
Name                            Minimum Hours per Week/Month on SeraNova Project
--------------------------------------------------------------------------------
Willie Bloomstein                          15 per week/60 per month
--------------------------------------------------------------------------------
Paula Davey                                10 per week/45 per month
--------------------------------------------------------------------------------
Scot Hansen                                 5 per week/20 per month
--------------------------------------------------------------------------------
Alain Jamar                                10 per week/45 per month
--------------------------------------------------------------------------------
Bill Kline                                40 per week/175 per month
--------------------------------------------------------------------------------
Sally Mikhail                              10 per week/45 per month
--------------------------------------------------------------------------------
John Moriarty                             40 per week/175 per month
--------------------------------------------------------------------------------
Jennifer Murray                            10 per week/45 per month
--------------------------------------------------------------------------------
Gary Patrick                               10 per week/45 per month
--------------------------------------------------------------------------------
Kalee Przybylak                           40 per week/175 per month
--------------------------------------------------------------------------------
John Simmons                              40 per week/175 per month
--------------------------------------------------------------------------------
Glenn Warren                                5 per week/20 per month
--------------------------------------------------------------------------------
Robin Young                                 5 per week/20 per month
--------------------------------------------------------------------------------


                                      -17-