INTELLIGROUP, INC.
                               ------------------

                    CHANGE IN CONTROL SEVERANCE PAY AGREEMENT
                    -----------------------------------------

     THIS CHANGE IN CONTROL SEVERANCE PAY AGREEMENT (the "Agreement") is made as
of the 4th day of  November,  1998,  by and between  Intelligroup,  Inc.,  a New
Jersey corporation (the "Company"),  and Gerard Dorsey (a.k.a.  Rod Dorsey),  an
employee of the Company (the "Employee").

                                    Recitals:
                                    --------

1.    The  Company is a New  Jersey  corporation  that  provides a wide range of
      information  technology  services,   including   enterprise-wide  business
      process solutions, internet applications services, systems integration and
      custom software development based on leading technologies. The Employee is
      currently  employed  by the  Company as Senior  Vice  President  and Chief
      Financial Officer.

2.    The Company and the Employee desire to provide for the payment, in certain
      instances,  of  severance  pay  to  the  Employee  in  the  event  of  the
      termination of his or her employment  following a change of control of the
      Company, on the terms and conditions set forth in this Agreement:

                                   Agreement:
                                   ---------

     In  consideration  of the premises and the mutual  covenants and conditions
set forth herein, the Company and the Employee agree as follows:

     Section 1.  Operation  of  Agreement.  This  Agreement  shall be  effective
     ------------------------------------
immediately upon its execution, but the provisions hereof shall not be operative
unless  and until a "Change  in  Control"  (as such term is defined in Section 2
hereof) has occurred.  The provisions of this  Agreement  shall not be operative
and shall not apply to any  termination  of  employment,  for any reason,  which
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occurs before the period beginning three months and one day prior to a Change in
Control or which occurs after the period  beginning one year and one day after a
Change in Control.

     Section 2.  Change in  Control.  The term  "Change in  Control"  as used in
     ------------------------------
this Agreement shall mean the first to occur of any of the following:

     (a) The effective date or date of consummation of any transaction or series
     of transactions (other than a transaction to which only the Company and one
     or more of its subsidiaries are parties) pursuant to which the Company:

            (i) becomes a subsidiary of another  corporation;  (ii) is merged or
            consolidated with or into another  corporation;  (iii) engages in an
            exchange  of shares with  another  corporation;  or (iv)  transfers,
            sells  or  otherwise  disposes  of all or  substantially  all of its
            assets to a single purchaser (other than the Employee) or a group of
            purchasers (none of whom is the Employee);
<PAGE>
     provided,  however,  that this  Subsection (a) shall not be applicable to a
     --------   -------
     transaction  or series of  transactions  in which a majority of the capital
     stock of the other  corporation,  following  such  transaction or series of
     transactions,  is owned or  controlled  by the holders of a majority of the
     Company's  outstanding capital stock immediately before such sale, transfer
     or disposition; or

     (b) The date upon  which any person  (other  than the  Employee),  group of
     associated  persons  acting in concert  (none of whom is the  Employee)  or
     corporation  becomes a direct  or  indirect  beneficial  owner of shares of
     stock of the Company  representing  an aggregate of more than fifty percent
     (50%) of the votes then  entitled to be cast at an election of directors of
     the  Company;  provided,  however,  that this  Subsection  (b) shall not be
                    --------   -------
     applicable to a transaction or series of  transactions  in which the entity
     acquiring  such  ownership in excess of fifty  percent (50%) is a person or
     entity who is  eligible,  pursuant to Rule  13d-1(b)  under the  Securities
     Exchange Act of 1934, as amended,  to file a statement on Schedule 13G with
     respect to its beneficial ownership of the Company's capital stock, whether
     or not such person or entity shall have filed a Schedule  13G,  unless such
     person or entity shall have filed a Schedule 13D with respect to beneficial
     ownership of fifteen  (15%) or more of the  Company's  capital  stock;  and
     provided,  further,  that the  acquisition  of shares in a bona fide public
     --------   -------                                         ---- ----
     offering or private placement of securities by an investor who is acquiring
     such shares for passive  investment  purposes  only shall not  constitute a
     "Change in Control;" or

     (c) The date  upon  which  the  persons  who were  members  of the Board of
     Directors of the Company as of the date of execution of this Agreement (the
     "Current  Directors")  cease  to  constitute  a  majority  of the  Board of
     Directors;  provided,  however,  that any new director whose  nomination or
                 --------   -------
     selection  has been approved by the  affirmative  vote of at least seven of
     the  Current  Directors  then in  office  shall  also be  deemed a  Current
     Director.

     Section 3.  Severance Pay  Upon Termination by  Company Without Cause or By
     ---------------------------------------------------------------------------
Employee for Cause. If, during the three-month  period  immediately  preceding a
------------------
Change in Control or during the one-year period  immediately  following a Change
in Control, the Employee's employment with the Company is terminated:

      (a) By the Company for no reason or for any reason other than:

          (i) death;  (ii)  disability  (in the event that the Employee shall be
          unable to  perform  his or her  duties  for a period  of  ninety  (90)
          consecutive  calendar  days by  reason  of  disability  as a result of
          illness,   accident  or  other   physical  or  mental   incapacity  or
          disability);  or (iii) the  dishonest  or  willful  misconduct  of the
          Employee,  including but not limited to: misappropriating any funds or
          property of the Company;  attempting to willfully  obtain any personal
          profit  from any  transaction  in which the  Employee  has an interest
          which is adverse to the interests of the Company;  any act or omission
          which  substantially  impairs  the  Company's  ability to conduct  its
          ordinary business in its usual manner; unreasonable neglect or refusal
          to perform the duties assigned to the

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<PAGE>
          Employee;  a  material  breach  of any  provision  of  the  Employee's
          employment agreement with the Company, if any; conviction of a felony;
          or any other act or omission  which subjects the Company or any of its
          subsidiaries to substantial public disrespect, scandal or ridicule; or

      (b) By the Employee as a result of, or within 30 days of, the following:

          (i) a reduction in the Employee's  rate of regular  compensation  from
          the  Company  to an amount  below the rate of the  Employee's  regular
          compensation  as  in  effect   immediately  prior  to  the  Employee's
          termination  or  immediately  prior  to  the  Change  in  Control,  as
          applicable;  (ii)  a  requirement  that  the  Employee  relocate  to a
          location more than thirty-five  (35) miles from the Employee's  office
          location  with  the  Company   immediately  prior  to  the  Employee's
          termination  or  immediately  prior  to  the  Change  in  Control,  as
          applicable;  or (iii) a change in duties or job responsibilities  from
          those in effect  immediately  prior to the  Employee's  termination or
          immediately  prior to the  Change in  Control,  as  applicable,  which
          change results in the diminution of the Employee's  status,  authority
          and  duties,   except  for  such   subordination   in  duties  or  job
          responsibilities  as may  normally  be required  due to the  Company's
          change from an  independent  business  entity to being a subsidiary or
          division of another corporate entity;

then, in the event (A) such termination  occurred during the three-month  period
immediately preceding such Change in Control, the Company shall pay the Employee
the Severance Amount  (hereinafter  defined) within 30 days of the occurrence of
the Change in  Control  or (B) such  termination  occurred  during the  one-year
period following the occurrence of the Change in Control,  the Company shall pay
the Employee the Severance  Amount,  within thirty (30) days after the effective
date of the Employee's  termination.  For purposes of this Agreement,  Severance
Amount  shall mean an amount equal to the sum of: (x) either (i) the rate of the
Employee's  monthly regular  compensation as in effect  immediately prior to the
Employee's  termination  or  immediately  prior to the  Change  in  Control,  as
applicable,  times twelve minus the number of months since the change of control
or else (ii) if the employee has been  employed by the Company for less than six
months  at the  time of such  termination,  the rate of the  Employee's  monthly
regular   compensation  as  in  effect   immediately  prior  to  the  Employee's
termination or immediately prior to the Change in Control, as applicable,  times
a factor of six minus the  number of months  since the  change of  control,  but
whether  under the  preceding  clause  (i) or (ii) in no event  shall the factor
times the applicable  monthly  compensation rate be less than three; and (y) the
Company's cost of then available health insurance  benefits,  as are customarily
provided to employees of the Company,  for a period of twenty-four  (24) months.
In addition, upon such termination:  (i) the next portion under the stock option
vesting  schedule of any outstanding  stock options granted to the Employee that
would not  otherwise  have been  vested  until some time after such  termination
occurred shall thereupon vest immediately and be exercisable by the Employee and
(ii) fifty percent of the remainder of any other  outstanding but unvested stock
options,  shall  thereupon vest  immediately and be exercisable by the Employee.
The Company may  withhold  from any such  severance  compensation  any  federal,
state, city, county or other taxes.


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<PAGE>

     Section  4.  No  Severance  Pay  Upon  Any  Other  Termination.   Upon  any
     -------------------------------------------------------------
termination  of the  Employee's  employment  with the Company  other than as set
forth in Section 3, the sole obligation hereunder of the Company shall be to pay
the Employee's regular compensation up to the effective date of termination. The
severance pay provisions hereunder do not, however, impact in any way the rights
of the Employee or the obligations of the Company under any employment agreement
or any other  agreement for the payment of employment  compensation  between the
Employee and the Company, whether such agreement(s) are in existence now or come
into existence hereafter; except, however, (i) that if such employment agreement
provides for severance pay which would be applicable  under  circumstances  that
would also obligate the Company to make similar  payments under this  Agreement,
                                                                ----  ---------
then this  Agreement  shall not be deemed as additive  but shall be construed so
     ----  ---------
that the obligations  hereunder when applied in conjunction  with the employment
                      ---------
agreement,  do not require  the  Company to make such  payments in excess of the
amount or time set forth  herein,  and (ii) with regard to the  acceleration  of
options the employee may elect to substitute the acceleration  provision of this
Agreement in place of any provision  dealing  specifically  with acceleration in
the  employment  agreement.  By  way  of  illustration,  if  the  severance  pay
provisions of this Agreement were activated by a termination  that also would be
deemed to  activate a  then-existing  employment  agreement  with a  termination
provision  which  provided  for six  months  of  severance  at the same  regular
compensation  rate,  then this  Agreement  would be construed to provide only an
additional  six months  severance  pay (plus the cost of the health  benefits in
this  Agreement's  Severance  Amount)  rather  than twelve  months,  keeping the
monthly factor between the two agreements as twelve months, rather than eighteen
months for the calculation of the Employee's  severance pay. If the basis of the
severance amount were calculated  differently in the employment agreement,  then
the Employee  would  receive the greater of the  amount(s)  due either under the
employment  agreement or the Severance  Amount under this  Agreement.  By way of
further   illustration   if  the  severance  pay  provisions   relating  to  the
acceleration of the vesting of options specified that only a fraction would vest
that was less than half of those options granted,  then the Employee could elect
to accept the 50% acceleration provision of this Agreement.

     Section 5. Entire Obligation.  Payment to the Employee pursuant to Sections
     ----------------------------
3 or 4 of this Agreement shall  constitute the entire  obligation of the Company
to the  Employee and full  settlement  of any claim under law or equity that the
Employee might  otherwise  assert against the Company,  or any of its employees,
officers or directors on account of the Employee's termination.

     Section 6. No Obligation to Continue  Employment.  This  Agreement does not
     ------------------------------------------------
create  any  obligation  on the part of the  Company to  continue  to employ the
Employee following a Change in Control or in the absence of a Change in Control.

     Section 7. Term of Agreement.  This Agreement shall terminate and no longer
     ----------------------------
be in  effect  on the  earlier  of:  (i)  the  termination  date  of  employment
agreement,  if any;  (ii) the date  upon  which  the  Employee  ceases  to be an
employee of the Company,  unless a Change in Control  occurs within three months
after such  termination  date; or (iii) if a Change in Control  occurs while the
Employee is  employed  by the  Company,  until the date one year  following  the
Change in Control.


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<PAGE>
     Section 8. Severability.   Should any  clause,  portion or section of  this
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Agreement be unenforceable or invalid for any reason,  such  unenforceability or
invalidity shall not affect the  enforceability  or validity of the remainder of
the Agreement.

     Section 9.  Assignment:  Successors  in  Interest.  This  Agreement,  being
     -------------------------------------------------
personal to the  Employee,  may not be assigned by the  Employee.  The terms and
conditions of this  Agreement  shall inure to the benefit of and be binding upon
the successors and assigns of the Company, and the heirs, executors and personal
representatives of the Employee.

     Section 10. Waiver.   Failure to insist upon strict  compliance with any of
     ------------------
the terms,  covenants  or  conditions  of this  Agreement  shall not be deemed a
waiver  of  such  term,   covenant  or  condition,   nor  shall  any  waiver  or
relinquishment  of any  right or  power  hereunder  at any one or more  times be
deemed a waiver or  relinquishment  of such  right or power at any other time or
times.

     Section  11.  Governing  Law.  This  Agreement  shall  be  governed  by and
     ----------------------------
construed in accordance  with the laws of the State of New Jersey  applicable in
the case of agreements made and to be performed entirely within such State.

     Section 12.  Arbitration.  Any  controversy  or claim  arising out of or in
     ------------------------
connection  with this  Agreement  shall be settled by  arbitration in accordance
with the rules of the  American  Arbitration  Association  then in effect in the
State of New Jersey and judgment upon such award  rendered by the arbitrator may
be entered in any court having  jurisdiction  thereof.  The arbitration shall be
held in the State of New Jersey.  The arbitration award shall include attorneys'
fees and costs to the prevailing party.

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

                                    Intelligroup, Inc.


                                    By: /s/ Stephen A. Carns
                                        --------------------------------------
                                        Stephen A. Carns
                                        President and Chief Executive Officer



                                    The Employee


                                    /s/ Rod Dorsey
                                    ------------------------------------------
                                        Rod Dorsey


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