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                                                                Exhibit 10.21


                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


         THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment") made
effective as of the 18th day of February, 1997 (the "Effective Date") by and
between Intelligroup, Inc., a New Jersey corporation, with its principal place
of business at 517 Route One South, Iselin, New Jersey 08830 (the "Company"),
and Paul Coombs (the "Employee").

                                   WITNESSETH:

         WHEREAS, the Company and the Employee are parties to that certain
Employment Agreement dated as of June 1, 1996 (the "Employment Agreement"); and

         WHEREAS, the Company and the Employee desire to amend the Employment
Agreement to reflect the mutually agreed upon revised terms of employment of the
Employee in accordance with the provisions of this Amendment; and

         WHEREAS, in consideration for the revisions to the Employment Agreement
as set forth herein, the Company has, in addition to changing Employee's title
and electing Employee an executive officer of the Company, granted Employee
options to purchase 396,000 shares of Common Stock as consideration for such
revisions; and

         WHEREAS, the Employee desires and is willing to accept continued
employment with the Company in accordance herewith.

         NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:

         1. Definitions. Capitalized terms used herein, but not otherwise
defined, shall have the meanings ascribed to them in the Employment Agreement.
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         2. Amendments.

                  (a) All references to the title of "Director BSD Division"
shall hereinafter be deleted and there shall be substituted in lieu thereof the
title "Vice President - Business Solutions."

                  (b) Paragraph 1 of the Employment Agreement is amended by
deleting such paragraph in its entirety and substituting in lieu thereof, the
following:

                  "1. The Company hereby agrees to employ the Employee and the
Employee hereby agrees to serve the Company pursuant to the terms and conditions
of this Agreement as Vice President - Business Solutions of the Company, or in a
position at least commensurate therewith in all material respects, commencing on
the Effective Date; provided, however, that, also commencing on the Effective
Date, the Employee shall be employed by the Company as an employee at will, and
may be terminated at any time, with or without cause."

                  (c) Paragraph 5 of the Employment Agreement is amended by
deleting such paragraph in its entirety.

                  (d) Paragraph 6 of the Employment Agreement is amended by
deleting such paragraph in its entirety.

                  (e) Paragraph 7 of the Employment Agreement is amended by
deleting the words "In the event of expiration or early" and substituting in
lieu thereof "Upon".

                  (f) Paragraph 7(a)(4) of the Employment Agreement is amended
by deleting such paragraph in its entirety.


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         3. Release by the Employee. The Employee hereby acknowledges that, on
February 18, 1997, the Board of Directors of the Company elected the
Employee to the executive office of Vice President - Business Solutions and that
such position was, and is, at least commensurate with the office of Director BSD
Division. In connection therewith, and except for the obligations expressly
arising hereunder, the Employee hereby fully, irrevocably and unconditionally
releases and discharges the Company, its agents, officers, employees,
shareholders, directors, successors and assigns from any and all manner of
claims, complaints, demands, causes of action, obligations, liabilities, costs,
expenses (including attorneys' fees and costs) and damages, of every kind,
either at law or in equity, arising from his employment with the Company prior
to the Effective Date.

         4. Covenants Not to Sue. The Employee represents and warrants that he
has not filed, nor has he assigned to any third person, any complaints, charges
or claims for relief against the Company with any local, state or federal court
or administrative agency. The Employee further agrees and covenants not to sue
or to bring, or assign to any third person, any claims or charges against the
Company or its agents, officers, employees, shareholders, directors, successors
and assigns with respect to any matter arising before the date hereof or covered
by the release set forth in Section 3, and not to assert against the Company in
any suit, action, litigation or proceeding any matter arising before the date
hereof or covered by the release set forth in Section 3.

         5.       Reference to and Effect on the Agreement.

                  (a) On and after the Effective Date, each reference to "this
Agreement", "hereunder", "hereof", "herein", or words of like import shall mean
and be a reference to the Employment Agreement as amended hereby. No reference
to this Amendment need be made in any instrument or document at any time
referring to the Employment Agreement, a reference to 


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the Employment Agreement in any of such instrument or document to be deemed to
be a reference to the Employment Agreement as amended hereby.

                  (b) Except as expressly amended by this Amendment, the
Employment Agreement shall remain in full force and effect.

         6. Granting of Stock Options. In consideration for the revisions to the
Employment Agreement as set forth herein, the Company has issued options to
purchase 396,000 shares of the Company's Common Stock pursuant to the terms of
that certain Stock Option Agreement between the Company and the Employee with a
grant date of January 16, 1997.

         7. Governing Law. This Amendment shall be governed by and its
provisions construed and enforced with the internal laws of New Jersey without
reference to its principles regarding conflicts of laws.

         8. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single instrument.

                                  ** ** ** **


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         IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed and attested by its duly authorized officers, and the Employee has set
his hand, all as of the day and year first above written.

ATTEST:                                INTELLIGROUP, INC.,



                                       By:/s/ Ashok Pandey
---------------------------               ---------------------------------
                                          Ashok Pandey
                                          President and Chief Executive Officer



WITNESS:                               EMPLOYEE



                                       /s/ Paul Coombs
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                                       Paul Coombs

                                       Address: 30 Martin Lane
                                                Cherry Hills Village
                                                Colorado 80110


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