SPACE SHARING AGREEMENT

       This Space Sharing  Agreement (the  "Agreement") is made as of January 1,
2000,   by  and   between   Intelligroup,   Inc.,   a  New  Jersey   corporation
("Intelligroup") and SeraNova, Inc., a New Jersey corporation ("SeraNova").

                                    RECITALS

       A. Intelligroup is a party to a lease agreement (the "Edison,  NJ Lease")
pursuant to which  Intelligroup  leases  certain  office space for its corporate
headquarters (the "Premises").

       B. Intelligroup is a party to leases and/or subleases (the  "Intelligroup
Leases") for other facilities (such facilities,  together with the Premises, are
collectively  referred to herein as the "Intelligroup  Facilities") as listed on
Exhibit A hereto.

       C. SeraNova  desires to use a portion of the Premises and portions of the
other  Intelligroup  Facilities and, subject to the terms and provisions herein,
Intelligroup  agrees that  SeraNova  shall be  permitted to use a portion of the
Premises and portions of the Intelligroup Facilities.

       NOW,  THEREFORE,  in consideration of the agreements set forth herein and
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

       1. Premises.  Intelligroup agrees that SeraNova shall be permitted to use
          --------
a portion of the Premises for the purposes  permitted under the Edison, NJ Lease
subject  to the terms and  conditions  set forth in this  Agreement.  SeraNova's
right to use a portion of the Premises (and its obligation to pay  consideration
therefore  as  required  pursuant  to  Section 3 hereof)  shall  terminate  upon
termination of the lease for the Premises.

       2. Intelligroup Facilities. Intelligroup and SeraNova acknowledge that as
          -----------------------
of the date  hereof  SeraNova  is using  space at the  Intelligroup  Facilities.
Intelligroup  agrees that  SeraNova  shall be  permitted  to continue to use the
portion  of the other  Intelligroup  Facilities  described  on Exhibit A for the
                                                               ---------
purposes  permitted  under the applicable  Intelligroup  Leases,  subject to the
terms and conditions of this Agreement. SeraNova's right to use any Intelligroup
Facilities  (and its  obligation  to pay  consideration  therefore  as  required
pursuant to Section 3 hereof) shall terminate upon termination of the applicable
Intelligroup Leases.

       3.  Consideration.   So  long  as  SeraNova  uses  the  Premises  or  any
           -------------
Intelligroup  Facility,  SeraNova shall pay to  Intelligroup on the first day of
each  calendar  month the amount shown on Exhibit A with respect to the Premises
                                          ---------
or such  Intelligroup  Facility  as the  "Monthly  Allocable  Rent." The Monthly
Allocable  Rent set forth on  Exhibit A is based upon the ratio of the number of
                              ---------
square  feet  occupied  by  SeraNova  to the total  number of square feet of the
Premises or such  Intelligroup  Facility.  In addition to the Monthly  Allocable
Rent,  SeraNova  shall  pay  to  Intelligroup  its  proportionate  share  of any
operational costs, common area maintenance charges,

<PAGE>

utilities  and  similar  items  not  included  in  the  Monthly  Allocable  Rent
("Additional Rent").  During the term of this Agreement,  such Monthly Allocable
Rent shall be adjusted, as to the Premises or any Intelligroup  Facility, by the
same percentage as any rent adjustment  (including without limitation,  for rent
adjustments  based on increases in operating  expenses,  common area maintenance
charges  and  similar  items)   provided  under  the  terms  of  the  applicable
Intelligroup  Leases and/or Edison,  NJ Lease,  such increase to be effective on
the date such  increase  becomes  effective  under the  applicable  Intelligroup
Leases and/or Edison, NJ Lease. Payments for any partial calendar month shall be
prorated on a per diem basis.

       4.   Modification and Termination.
            ----------------------------

             (a)  Modification.  If a party  desires to increase or decrease the
                  ------------
portion of the  Premises  or any  Intelligroup  Facility  used  pursuant to this
Agreement,  then  SeraNova and  Intelligroup  will  negotiate in good faith with
respect  to such  increase  and  decrease  and  the  adjustment  to the  Monthly
Allocable Rent and Additional Rent resulting therefrom.  Intelligroup  covenants
and agrees to offer to SeraNova the  opportunity  to use a portion of any new or
expanded facilities leased by Intelligroup.

             (b) Term; Termination Rights. This Agreement shall become effective
                 ------------------------
on the  effective  date of that certain  Contribution  Agreement  dated the date
hereof,  by and among the parties  hereto,  and shall terminate as to any of the
Intelligroup  Facilities  (including  the Premises) on the effective date of the
termination contemplated by Section 1 or 2 hereof.

       5. Compliance with Leases.  Intelligroup  has provided to SeraNova a copy
          ----------------------
of the  Edison,  NJ Lease  and  each  other  Intelligroup  Leases  and  SeraNova
acknowledges  receipt  thereof.  Intelligroup  and SeraNova hereby agrees not to
take any  action  or fail to take any  action  in  connection  with its use of a
portion of the Premises and the other Intelligroup  Facilities a result of which
would be  Intelligroup's  violation  of any of the terms and  conditions  of the
Edison, NJ Lease or such other Intelligroup  Leases, the provisions of which are
hereby  incorporated by reference.  SeraNova agrees to comply with the terms and
provisions  (other  than with  respect to payment of monies) of the  Edison,  NJ
Lease and any other Intelligroup  Leases with respect to its use of a portion of
the  applicable  Intelligroup  Facilities  or  Premises,  it  being  understood,
acknowledged and agreed that SeraNova's  obligations to make payments on account
of rent,  additional  rent,  or  operating  expense or common  area  maintenance
surcharges with respect to any and all  Intelligroup  Facilities or the Premises
shall be  governed  the terms of this  Agreement.  Intelligroup  represents  and
warrants to SeraNova that Intelligroup  shall use its best reasonable efforts to
obtain all landlord  consents  required to be obtained for Intelligroup to allow
SeraNova  to use  portions  of the  Premises  and  Intelligroup  Facilities,  as
provided herein,  except where the failure to obtain such a consent would not be
material.

       6.  Modification  of  Leases.   SeraNova  acknowledges  and  agrees  that
           ------------------------
Intelligroup has the right to modify or otherwise amend the Edison, NJ Lease and
each other  Intelligroup  Leases  without  the  consent of  SeraNova;  provided,
however,  that in the event such modification results in an increase in the rent
or other amounts payable  thereunder or a decrease or diminution of the services
or space provided therein, SeraNova's rights and obligations with respect to the
Premises


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<PAGE>

or such  Intelligroup  Facility shall  nonetheless  remain as they were prior to
such  modification   unless  SeraNova   consents,   in  writing,   to  any  such
modifications.  Intelligroup  will provide  SeraNova with prior notice of, and a
copy of, any such amendment.

       7.   Indemnity.
            ---------

             (a)  By  SeraNova.   SeraNova  will  indemnify  and  hold  harmless
                  ------------
Intelligroup and their respective directors,  shareholders,  members,  managers,
officers,  employees and agents (collectively,  the "Intelligroup  Indemnitees")
from and against  all  liabilities,  obligations,  claims,  damages,  penalties,
causes of action,  costs and expenses  (including without limitation  reasonable
attorneys'  fees and expenses)  imposed upon or incurred by or asserted  against
any one or more of the  Intelligroup  Indemnitees by reason of (a) any accident,
injury  to or death of  persons,  (b) any  failure  on the part of  SeraNova  to
perform or comply with any of the terms of this Agreement,  the Edison, NJ Lease
or the Intelligroup Leases, (c) any liabilities,  obligations,  claims, damages,
penalties,  causes of action,  costs and expenses  (including without limitation
reasonable  attorneys' fees and expenses) due to SeraNova's use and occupancy of
the  Premises or any  Intelligroup  Facility or (d)  Intelligroup  being held in
default  under  the  terms  and  provisions  of  the  Edison,  NJ  Lease  or the
Intelligroup  Leases, in any such case as a result of any act or omission on the
part of SeraNova.

             (b) By Intelligroup.  Intelligroup will indemnify and hold harmless
                 ---------------
SeraNova and SeraNova's directors, officers, employees and agents (collectively,
the  "SeraNova  Indemnitees")  from and  against all  liabilities,  obligations,
claims,  damages,  penalties,  causes of action,  costs and expenses  (including
without  limitation  reasonable  attorneys'  fees and expenses)  imposed upon or
incurred by or asserted  against any one or more of the SeraNova  Indemnitees by
reason of (a) any  accident,  injury to or death of persons,  (b) any failure on
the part of any of  Intelligroup  to perform or comply  with any of the terms of
this  Agreement,  the Edison,  NJ Lease or any  SeraNova  leases or (c) SeraNova
being held in default under the terms and provisions of the Edison,  NJ Lease or
any SeraNova leases,  in any such case as a result of any act or omission on the
part of Intelligroup.

       8.  Insurance.   The  parties  acknowledge  that  Intelligroup  presently
           ---------
maintains and will  continue to maintain,  pursuant to the terms of that certain
Services  Agreement,  of  even  date  herewith,  entered  into  by  and  between
Intelligroup and SeraNova (the "Services  Agreement"),  insurance  coverage with
respect to  Intelligroup's  respective  leasehold  interests  (and following the
effective date of this  Agreement,  SeraNova's  interests) in any and all of the
Intelligroup  Facilities  and the contents  (whether  owned by  Intelligroup  or
SeraNova) of such Intelligroup  Facilities until the earlier to occur of (i) the
termination of this Agreement;  or (ii) notification in writing by SeraNova that
such coverage is no longer required.  Intelligroup shall continue to maintain in
full force and effect  (including,  without  limitation,  the timely  payment of
premiums  therefor)  such  insurance  coverage in amounts no less than,  and for
coverages at least as comprehensive  as, those maintained as of the date hereof.
Notwithstanding  the  foregoing,  SeraNova  shall  reimburse  Intelligroup  with
respect  to  SeraNova's  allocable  share of the  premiums  for  such  insurance
coverage in accordance  with the terms of the Services  Agreement.  In the event
that Intelligroup, using reasonable efforts, is unable to provide such insurance
coverage  for  SeraNova,  as an

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<PAGE>

additional   insured  or  otherwise,   through  the   insurance   policies  that
Intelligroup presently maintains, then SeraNova shall immediately obtain its own
insurance  coverage  in  amounts  no  less  than,  and  coverages  at  least  as
comprehensive as, those maintained by Intelligroup as of the date hereof.

       9. Notices.  All notices given in connection with this Agreement shall be
          -------
in  writing.  Service  of such  notices  shall be  deemed  complete  (i) if hand
delivered,  on the date of delivery, (ii) if by mail, on the fourth business day
following  the day of  deposit  in the  United  States  mail,  by  certified  or
registered  mail,  first-class  postage  prepaid,  (iii)  if  sent by  FedEx  or
equivalent courier service,  on the next business day, or (iv) if by telecopier,
upon receipt by the sender of written  confirmation of successful  transmission.
Such notices shall be addressed to the parties at the following  addresses or at
such other address for a party as shall be specified by like notice (except that
notices of change of address shall be effective upon receipt):

            If to Intelligroup:

            499 Thornall Street
            Edison, New Jersey 08837
            Attention: Ashok Pandey, Co-Chief Executive Officer
            Telecopy: (732) 362-2100

            If to SeraNova:

            c/o Intelligroup
            499 Thornall Street
            Edison, New Jersey 08837
            Attention: Rajkumar Koneru, President and Chairman
            Telecopy: (732) 362-2100

       10.  Governing Law. This Agreement shall be governed by, and be construed
            -------------
in accordance with, the substantive laws of the State of New Jersey.

       11. Amendment.  This Agreement may be amended or supplemented at any time
           ---------
provided  that any such  amendment  or  supplement  shall be made in writing and
signed by each of the parties hereto.

       12. Assignment.  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 and the rights,  duties,  obligations  and  privileges
hereunder may not be assigned by either party without the prior written  consent
of the other party.

       13. Entire  Agreement.  This Agreement  constitutes the entire  agreement
           -----------------
between parties relating to the subject matter hereof.

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<PAGE>

       14.  Counterparts.  This  Agreement  may be  executed  in any  number  of
            ------------
counterparts,  each of which  shall be  deemed to be an  original  but all which
together will constitute but one agreement.

       15.  Section  Headings.  The section  headings  contained  herein are for
            ------------------
convenience  only and shall not affect in any way the  interpretation  of any of
the provisions contained herein.


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<PAGE>

       IN WITNESS  WHEREOF,  the parties hereto have executed this Space Sharing
Agreement as of the date first above written.

                                    INTELLIGROUP, INC.



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



                                    SERANOVA, INC.



                                    By:   /s/ Raj Koneru
                                          --------------------------
                                          Rajkumar Koneru
                                          President and Chairman

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<PAGE>


                                    EXHIBIT A

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

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

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

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

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

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

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

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



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