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                                                                    EXHIBIT 10.1

                              SEPARATION AGREEMENT

         THIS SEPARATION AGREEMENT ("Agreement") is entered into this date by
and between David Distel (hereinafter referred to as "Distel") and Intelligroup,
Inc. ("Intelligroup") (collectively "Parties").

         WHEREAS Distel, the Chief Financial Officer of Intelligroup, and
Intelligroup had previously executed an employment agreement setting forth
certain rights and obligations of the Parties relating to a potential severance
of the employment relationship between Distel and Intelligroup; and

         WHEREAS the Parties wish to resolve all matters relating to the
employment agreement and the resignation of Distel in an amicable fashion; and

         WHEREAS in consideration of the mutual covenants and promises contained
herein, and intending to be legally bound, the Parties mutually agree as
follows:

         1. Distel shall resign in good standing his employment with
Intelligroup effective October 15, 2004 ("Resignation Date"), and he will be
paid at his regular salary and benefits through such date. Intelligroup agrees
to reimburse Distel in full for all reasonable business expenses incurred on or
before the Resignation Date, in accordance with Intelligroup's normal practices
and policies for such reimbursements. Intelligroup shall issue a press release
and such other public announcements as are necessary announcing that Distel has
resigned his employment ("Press Release").

         2. Intelligroup agrees to pay Distel as severance an amount equal to
nine months of Distel's current salary (the "Severance Payment"). The Parties
agree that the aforementioned amount is $187,500. This payment shall be paid in
a lump sum payment within five (5) business days of the execution of this
Agreement. Such Severance Payment shall not be reduced by any amounts unless
explicitly stated within this Agreement, except that Intelligroup shall withhold
applicable federal and state payroll taxes. In addition, the Company will pay
the Cobra portion of the Employee's health benefits through the 9 month
severance period and for an additional 3 months thereafter.

         3. At the time of payment of Distel's final paycheck for the period
ending with the Resignation Date, Intelligroup will separately issue a lump sum
payment representing the amount of any accrued, unused vacation time, less
applicable state and federal payroll taxes.

         4. Distel acknowledges that it was explained upon the Resignation Date
that Distel is a Section 16 Reporting Officer of Intelligroup and that certain
duties in this regard may survive the resignation of his employment with
Intelligroup. Distel understands and is aware that he alone is responsible for
determining whether or not he is in compliance with all insider trading law and
regulation relating to the trading of Intelligroup stock and is advised to
consult with his personal attorney in this regard. If necessary and to the
extent allowed by operation of law, Intelligroup further agrees to prepare and
file all necessary reporting of such transactions on behalf of Distel as may be
required by the Securities and Exchange Commission ("SEC"), including but not
limited to forms 4 and 5, for any transactions involving Intelligroup stock,
provided that Distel provides the appropriate information required for such
filings in a timely fashion.

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         5. Distel and Intelligroup, for and in consideration of certain
benefits set forth in this Agreement, hereby irrevocably and unconditionally
release and forever discharge all claims, cause(s) of action, and suit(s),
either party had or may have against the other, known or unknown, including,
without limitation, any claims that may or have arisen out of any agreements
between Distel and Intelligroup (other than those discussed in Section 7),
Distel's employment with and separation from Intelligroup, any claims for breach
of contract or claims under the New Jersey Law Against Discrimination, New
Jersey Conscientious Employee Protection Act, Title VII of the Civil Rights Act
of 1964, as amended, the Civil Rights Act of 1866, as amended, the Civil Rights
Act of 1991, the Age Discrimination in Employment Act of 1967, as amended, any
state or federal anti-discrimination or anti-retaliation statute and any and all
other claims, known or unknown through the date of this Agreement. The only
claims excluded from the foregoing include any claims relating to enforcement of
the terms of this Agreement.

         6. All rights and obligations contained with the Employment Agreement,
Indemnification Agreement and Standard Employee Terms entered into between
Distel and Intelligroup, dated March 29, 2004, shall remain in full force and
effect to the extent any such terms and conditions expressly survive resignation
of employment. To the extent called upon by Intelligroup, Distel agrees to
reasonably assist and support Intelligroup with any future claims, court
proceedings, litigation or other similar matters in which Distel has material
knowledge.

         7. The Parties agree that any requests for references for Distel will
only be directed to the VP of Human Resources of Intelligroup. Intelligroup
agrees that in response to such reference requests, favorable or neutral
references will be provided.

         8. It is understood and agreed that nothing in this Agreement
constitutes an admission by either party of any type of wrongdoing or liability.

         9. Distel represents that he will in no way disparage Intelligroup
including, without limitation, its management and its Board, or make or solicit
any comments, statements, or the like to any customers, partners, shareholders,
media or others that may be considered derogatory or detrimental to the good
name and business reputation of Intelligroup or any of the foregoing parties.
Distel retains the rights, so long as he is a shareholder of Intelligroup, to
exercise the same rights as any other Intelligroup shareholder.
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         10. Distel shall, at Intelligroup's reasonable request and at
Intelligroup's expense, make himself available to reasonably consult with
Intelligroup on matters of which he has material knowledge for no less than
sixty (60) days following the execution of this Agreement.

         11. The Parties represent and acknowledge that they have had a
reasonable amount of time to consider this Agreement, and that in executing this
Agreement rely entirely upon their own judgment, beliefs and interests and the
advice of their counsel, and they do not rely and have not relied upon any
representation or statement made by the other party, or by any agents,
representatives or attorneys of the other party, with regard to the subject
matter, basis or effect of this Agreement or otherwise, other than as
specifically stated in this Agreement. The parties specifically acknowledge that
all releases contained herein are knowing and voluntary.

         12. This Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective heirs, executors, administrators,
predecessors, successors and assigns.

         13. This Agreement is made under the laws of the State of New Jersey
and shall be governed by and construed in accordance with such laws.

         14. Should any provisions of this Agreement be held to be illegal, void
or unenforceable, such provision shall be of no force and effect. However, the
illegality or unenforceability of any such provision shall have no effect upon,
and shall not impair the enforceability of, any other provision of this
Agreement.

         15. This Agreement 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 parties, intending to be legally bound and
representing that they have the legal authority to execute this agreement, have
signed and dated this agreement.


                                   INTELLIGROUP, INC.


Dated:   10/15/2004                /s/ Arjun Valluri
                                   -------------------
                                   By:  Arjun Valluri
                                   Title: Chairman and Chief Executive Officer






Dated    10/15/2004                /s/ David Distel
                                   --------------------
                                       David Distel