SECOND AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT
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     THIS SECOND AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT (the  "Amendment")
is made as of this 1st day of January, 2000, by and between INTELLIGROUP,  INC.,
a  New  Jersey  corporation  and  SERANOVA,   INC.,  a  New  Jersey  corporation
(collectively,  the "Borrower") and PNC BANK, NATIONAL  ASSOCIATION,  a national
banking association (the "Lender").

     WHEREAS,  Intelligroup,  Inc.  and the  Lender  are  parties  to a  certain
Revolving  Credit Loan  Agreement  dated  January 29, 1999 as amended (the "Loan
Agreement"),   relating  to  financing  by  the  Lender  to  the  Borrower  (all
capitalized  terms used, but not  specifically  defined  herein,  shall have the
meaning provided for such terms in the Loan Agreement); and

     WHEREAS,  SeraNova,  Inc. is a  corporation  affiliated  to and with common
interests with  Intelligroup,  Inc. and wishes to avail itself of certain of the
financial  accommodations  available to Intelligroup,  Inc. pursuant to the Loan
Agreement  and  to  become  a  co-borrower   under  the  Loan   Agreement   with
Intelligroup, Inc.; and

     WHEREAS,  to induce the Lender to amend certain terms and conditions of the
Loan Agreement, the Borrower has offered to execute and deliver the Amendment.

     NOW,  THEREFORE,  in  consideration  of the foregoing and of other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Lender and the Borrower agree as follows:

     1.(a)  Assumption of Loan  Agreement.  SeraNova,  Inc.  hereby  assumes and
            -----------------------------
accepts as a joint and several obligor, all of the Obligations, covenants, terms
and  conditions of the Loan  Agreement in the same manner and to the same extent
as  Intelligroup,  Inc.  and  agrees  to pay all sums due  pursuant  to the Loan
Agreement in the manner and at the times set forth therein.

            (b) No  Release  of  Intelligroup,  Inc.  It is  hereby  agreed  and
                ------------------------------------
understood  that SeraNova,  Inc.'s  acceptance of the  Obligations as herein set
forth does not  diminish  or release  and shall not in any way affect any of the
Obligations, duties or liabilities of Intelligroup, Inc. to the Lender.


     2.     As used in any  Loan Document, the term "Borrower" is hereby amended
and changed to include SeraNova,  Inc., a New Jersey  corporation,  with offices
located at 499  Thornall  Street,  Edison,  New Jersey  08837 as a  co-borrower.
"Borrower"  shall  mean  individually  and  collectively   SeraNova,   Inc.  and
Intelligroup, Inc., jointly and severally, as the context shall require.


<PAGE>

     3.     The term  "Revolving  Credit  Facility" in the  first recital of the
Loan  Agreement  is hereby  amended  and  changed  from "up to  Fifteen  Million
($15,000,000.00)  Dollars" to "up to Fifteen Million ($15,000,000.00) Dollars in
the  aggregate  with a sublimit  of up to Ten Million  ($10,000,000.00)  Dollars
available to SeraNova, Inc."

     4.     Article I of the Loan Agreement,  the term  "Commitment"  is  hereby
amended and changed to read as follows:

            "Commitment"  shall mean, at any particular  time during the term of
            ------------
the Revolving  Credit  Facility,  the principal  amount of the Revolving  Credit
Facility  which the Lender has committed to make  available to the Borrower,  as
said  principal  amount may be permanently  reduced by the Borrower  pursuant to
Section  2.01(v) of this Loan  Agreement.  As of the date of the Amendment,  the
----------------
initial amount committed is $15,000,000.00  with a sublimit of up to Ten Million
($10,000,000.00) Dollars to be made available to SeraNova, Inc.

     5.     Article II of the Loan Agreement,  Section 2.01(i) is hereby amended
and changed by adding the following to the end of said Section 2.01(i):

                  "It is agreed and understood that notwithstanding  anything to
     the contrary  contained in this Section,  SeraNova,  Inc. shall at no  time
     have aggregate outstanding Revolving Credit Loans in excess of  Ten Million
     ($10,000,000.00) Dollars."

     6.     Article VI of the Loan  Agreement, Section 6.10 is hereby amended to
read as follows:

            "Section 6.10 Additional Corporate Guarantors.  Excluding  SeraNova,
                          -------------------------------
     Inc.,  the Borrower  shall cause each  domestic and foreign  operating  (i)
     Majority  Owned  Subsidiary or (ii) Affiliate in which the  Borrower is the
     owner  (whether  legal or beneficial and whether direct or  indirect) of at
     least  fifty  percent  (50%)  or  more  of  the  authorized,   issued   and
     outstanding  common  stock of said  Affiliate,  or other form of  ownership
     interest  in the  event  the  Affiliate  is  not a  corporation,  which  is
     acquired or formed after the Closing  Date,  to enter into and  execute the
     Agreement of Guaranty,  thereby becoming a  Corporate  Guarantor.  Schedule
                                                                        --------
     6.10  contains a current  list of Corporate  Guarantors  as of  January 29,
     ----
     1999."

     7.     Article VI of the Loan  Agreement  is hereby  amended and changed by
adding new Section 6.13 as follows:

                  "Section  6.13  SeraNova  Inc.  Spinoff.   It  is  agreed  and
                                  ------------------------
     understood  that  as of  the  date of  the  Amendment,  Intelligroup,  Inc.
     owns one hundred  (100%) percent of the

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     issued  and  outstanding  capital  stock of  SeraNova,  Inc.  In the  event
     Intelligroup,  Inc. requests and the Lender approves of a Change in Control
     of the ownership of SeraNova, Inc., all Obligations due hereunder shall, at
     the option of the Lender, become immediately due and payable."

     8.     Article VII of the Loan  Agreement,  Section  7.04 is hereby amended
by deleting  subsection  (viii) in its entirety with no material to be placed in
its stead.

     9.     The  Borrower  shall  pay  on  demand  all  reasonable  legal  fees,
recording  expenses and other  reasonable  and  necessary  disbursements  of the
Lender incident to the preparation, execution and delivery of this Amendment.

     10.    The  Borrower  acknowledges  that  its  obligations  to  the  Lender
pursuant  to the Loan  Agreement,  as amended  herein,  are due and owing by the
Borrower to the Lender without any defenses,  set-offs,  recoupments,  claims or
counterclaims of any kind as of the date hereof.

     11.    The  Borrower hereby  agrees  with,  reaffirms and  acknowledges the
representations and warranties contained in the Loan Agreement. Furthermore, the
Borrower  represents that the  representations  and warranties  contained in the
Loan Agreement continue to be true and in full force and effect.

     12.    All other terms and  conditions of the Loan  Agreement,  and any and
all Exhibits annexed thereto and all other writings submitted by the Borrower to
the  Lender  pursuant  thereto,  shall  remain  unchanged  and in full force and
effect.

     13.    This Amendment  shall not constitute a waiver or modification of any
of the  Lender's  rights  and  remedies  or of any  of  the  terms,  conditions,
warranties,  representations,  or  covenants  contained  in the Loan  Agreement,
except as  specifically  set forth above,  and the Lender hereby reserves all of
its rights and remedies pursuant to the Loan Agreement and applicable law.

     14.    Each  "Borrower"  shall be  jointly and  severally liable  hereunder
without  regard to which  receives the proceeds of the  Revolving  Credit Loans.
Each Borrower  expects to derive economic  advantage from each Revolving  Credit
Loan made hereunder.

     15.    The  failure of  the  Borrower  to  satisfy  any of  the  terms  and
conditions of this Amendment shall constitute an Event of Default under the Loan
Agreement,  and the Lender  shall be entitled to all of its rights and  remedies
under the Loan Agreement and applicable law.

     16.    This Amendment may be executed in  counterparts, each of which, when
taken together,  shall be deemed to be one and the same instrument.  Delivery of
an executed counterpart of a


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<PAGE>

signature page of this Amendment by facsimile  shall be effective as delivery of
a manually executed counterpart of this Amendment.

      Effective as of the 1st day of January, 2000.


WITNESS:                                  INTELLIGROUP, INC.


/s/ Edward S. Carr                        By: /s/ Nicholas Visco
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Edward S. Carr                               VP Finance & CFO


                                          SERANOVA, INC.


/s/ Edward S. Carr                        By: /s/ Raj Koneru
-----------------------------                -------------------------------
Edward S. Carr


                                          PNC BANK, NATIONAL ASSOCIATION


                                          By: /s/ Gary Wessels
                                             -------------------------------
                                                Gary Wessels,
                                                Vice President



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