FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
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     This First Amendment to Employment  Agreement (this "Amendment"),  is dated
November 1, 2000 (the  "Effective  Date"),  between  Intelligroup,  Inc.,  a New
Jersey corporation (the "Company") and Nicholas Visco (the "Executive").

                                   STATEMENTS
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     A. The  Company  and  Executive  are  parties  to that  certain  Employment
Agreement signed on March 23, 2000 (the "Employment Agreement").

     B. The Company and the Executive  desire to amend the Employment  Agreement
to reflect  mutually agreed upon revised terms of employment of the Executive in
accordance with the provisions of this Amendment.

     C. The Executive desires and is willing to accept continued employment with
the Company in accordance with the terms and conditions of the Amendment.

     NOW, THEREFORE, the parties agree as follows:

ARTICLE 1.  AMENDMENT
---------------------

     Article  1.1  of  the  Employment   Agreement  is  amended  to  change  the
Executive's  title for all  purposes  from Vice  President  - Finance  and Chief
Financial  Officer to Senior Vice  President - Finance  and  Administration  and
Chief Financial Officer, effective November 1, 2000.

ARTICLE 2.  TERMINATION BY COMPANY WITHOUT CAUSE
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     Article 6.3 of the Employment Agreement is Amended to read, as follows:

     6.3  Termination By Company  Without Cause.  If the Company  terminates the
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employment  relationship without Cause, in addition to the benefits provided for
in paragraph  6.2, for a period of twelve  months from the date of  termination,
inclusive of any notice period in paragraph  6.1,  Employee shall be entitled to
(a) the  continuation  of Employee's  base salary as of the date of  termination
(the "Base Salary  Component") and  reimbursement  of COBRA payments,  and (b) a
pro-rata  bonus payment (based upon (i) the then current salary of the Employee,
(ii) the bonus  percentage  stated in the Job Offer  Letter (or any  renewals or
amendments thereof),  and (iii) the ratio of the number of months of the current
fiscal year prior to the date of termination  divided by 12) (cumulatively,  the
"Severance Pay").  Should the Employee become otherwise  employed after the date
of termination,  during months seven through twelve of the Severance Pay period,
the Company will pay the Base Salary  Component of the  Severance  Pay at a rate
equal to his base salary with the  Company as of the date of  termination  minus
the base salary then being received by the Employee with his subsequent employer
(as determined by a pay-period by pay-period  comparison).  Notwithstanding  the
above,  the  adjustment  to the Base  Salary  Component  shall  not  result in a
reduction of any portion of the Severance Pay other than base salary and there



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shall be no adjustment to the Base Salary Component in months one through six of
the Severance Pay period."

ARTICLE 3.  REFERENCE TO AND EFFECT ON THE EMPLOYMENT AGREEMENT
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     3.1. On and after the date first set forth above,  each  reference to "this
Agreement",  "the  Agreement",  "hereunder",  "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 the  Employment
Agreement in any of such  instrument or document deemed to be a reference to the
Employment Agreement as amended hereby.

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





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ARTICLE 4.  GOVERNING LAW
-------------------------

     This  Amendment  is  governed  by and is to be  construed  and  enforced in
accordance  with the laws of New Jersey as though made and to be fully performed
in New Jersey (without regard to the conflicts of law rules of New Jersey).

ARTICLE 5.  COUNTERPARTS
------------------------

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

     IN WITNESS WHEREOF, the parties have signed this Agreement.

                                          INTELLIGROUP, INC.


Dated:     11/13/00                   By:   /s/ Arjun Valluri
      ------------------------            --------------------------------------
                                          Arjun Valluri
                                          Chief Executive Officer


Dated:     11/13/00                   By:   /s/ Nicholas Visco
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                                          Nicholas Visco



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