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

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

      THIS CHANGE IN CONTROL  SEVERANCE PAY AGREEMENT (the  "Agreement") is made
as of the 22nd day of June,  1999,  by and  between  Intelligroup,  Inc.,  a New
Jersey  corporation (the "Company"),  and Matthew  Shocklee,  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  Managing  Director -  International
      Operations.

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
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
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      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 four 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


                                       2
<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.

                                       3
<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
      -----------------------
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/ Ashok Pandey
                                       --------------------------------------
                                       Ashok Pandey
                                       Co-Chief Executive Officer



                                    The Employee

                                    /s/ Matthew Shocklee
                                    -----------------------------------------
                                    Matthew Shocklee