AMENDMENT NO. 2 TO
                               SERVICES AGREEMENT

      THIS AMENDMENT NO. 2 TO THE SERVICES  AGREEMENT (this  "Amendment") made
effective  as of this 1st day of July,  2000  (the  "Effective  Date")  by and
between  INTELLIGROUP,  INC., a New Jersey corporation  ("Intelligroup"),  and
SERANOVA, INC., a New Jersey corporation ("SeraNova").

                                   WITNESSETH:

      WHEREAS,  Intelligroup  and SeraNova are parties to that certain  Services
Agreement  dated as of January 1, 2000, as amended (the  "Services  Agreement");
and

      WHEREAS, pursuant to Section 1 of the Services Agreement, Intelligroup and
SeraNova  desire to amend the Services  Agreement to reflect the mutually agreed
upon revised terms in accordance with the provisions of this Amendment.

      NOW  THEREFORE,  in  consideration  of the premises  and mutual  covenants
contained herein,  and intending to be legally bound hereby,  the parties hereto
agree as follows:

      1.    Definitions.
            -----------
            Capitalized terms used herein, but not otherwise defined, shall have
the meanings ascribed to them in the Services Agreement.

      2.    Amendment.
            ---------
            Effective  July 1,  2000,  the  existing  Exhibit A to the  Services
                                                      ---------
Agreement  entitled  "Description  of Support  Services and Applicable  Fees" is
hereby amended and restated in its entirety to read as follows:


<PAGE>

                                    EXHIBIT A
             DESCRIPTION OF SUPPORT SERVICES AND APPLICABLE FEES

INFORMATION SYSTEMS & SUPPORT
-----------------------------

Monthly Access and Support Fee for SAP system:
----------------------------------------------
o    Fixed charge of $5,500 per month;
o    Includes application support and consultation;
o    Does not include  enhancement or modification of the underlying software or
     configuration,  except as needed  to  correct  for  system  malfunction  or
     programming "bugs".

PC Applications and Hardware Support Services/Procurement:
----------------------------------------------------------
o    Fixed monthly charge of $20,000 per month;
o    Support for desktop systems and network management applications for Edison,
     N.J. location;
o    Ordering,  receiving  and  configuring  of new PC's and  Laptops  as needed
     (exclusive of actual cost of hardware and software components);
o    Continued access and  support  for  Lotus  Notes  e-mail  system  currently
     installed;
o    Additional  charges may be invoiced for the actual cost  incurred to extend
     or add user  licenses  should  these be required  (based upon  increases in
     registered users over baseline number, determined as of December 31, 1999).

The  parties   acknowledge  that   Intelligroup  has  entered  into  contractual
relationships   with  various   software   vendors  for  use  of  the  software.
Intelligroup  will  permit  SeraNova  a right  to use the  software  or  provide
services  to  SeraNova  to  the  extent  Intelligroup  is  permitted  under  its
applicable  agreements  with  the  software  vendors.  SeraNova  will  take  all
reasonable  actions  requested  by  Intelligroup,  so that  SeraNova may use the
software  or  receive  services  from  Intelligroup.  Upon  SeraNova  becoming a
publicly held entity,  SeraNova, at its sole cost and expense, may have to enter
into separate  agreements with such software  vendors and may no longer have the
right to use the software or receive services from Intelligroup.

GENERAL ADMINISTRATIVE SUPPORT
------------------------------

Mail Delivery & Facilities Management:
--------------------------------------
o    Fixed  charge of $5,000 per month,  adjustable  upon  mutual  agreement  to
     reflect changes in usage or underlying costs to Intelligroup;
o    Monthly  charge  includes  handling  and  distribution  of mail  and  other
     deliveries,  incidental  office  supplies,  copy machine usage, and general
     facilities management;
o    Additional  charges  will be invoiced  for actual  costs of  "expressmails"
     (including but not limited to Federal  Express,  U.S. Postal Service Exerts
     Mail, Airborne Express);
o    Additional  charge of $1,000 per month for postage,  adjustable upon mutual
     agreement to reflect changes in usage or underlying costs to Intelligroup.

Human Resources:
----------------
o    Fixed  charge of $1,000 per month,  adjustable  upon  mutual  agreement  to
     reflect changes in underlying employee mix;



<PAGE>

o    Administrative support related to 401(k) Plans,  applicable medical benefit
     plans, employee manual;
o    Employee  orientation and hiring support will be invoiced at a rate of $100
     per new "in-house"  employee  hired (covers such  incidentals as key cards,
     name plates, etc.

Billing Support:
----------------
o   Provision of services and corresponding charges to be discontinued April 1,
     2000.

Payroll Support:
----------------
o    Fixed charge of $2,000 per month for the months of January  through  March,
     2000; then at a rate of $500 per month thereafter;
o    Provides administrative and processing assistance for the months of January
     through March, 2000, including assistance with quarterly tax reporting;
o    Also  provides for on-going  advisory  support in  connection  with payroll
     processing;
o    External  charges  (such as Ceridian  Payroll  Service)  are to be directly
     billed to SeraNova.

Immigration:
------------
o    Per case  charge  of $100 to  cover  administrative  costs  and  access  to
     Immigration Staff;
o    All external  charges,  including but not limited to legal  (Fragomen)  and
     I.N.S. fees are to be directly billed to SeraNova.


Other Support and Administrative Costs:
---------------------------------------

The above  assumes  that  certain  external  costs will be directly  invoiced to
SeraNova.  In the event that any such costs,  directly attributable to SeraNova,
are  invoiced by a third party to  Intelligroup,  these will be  recoverable  by
Intelligroup  upon  presentment  of such  costs  to  SeraNova  in the form of an
invoice or other  written  request for payment  (which will detail the costs and
purposes for such costs).

Certain other costs may be incurred by  Intelligroup  on behalf of both parties,
which may  include  but are not be  limited  to (i) cost of  general  liability,
property and casualty, and other business insurance coverages (prior to SeraNova
becoming a publicly held entity);  and (ii) costs of outside retained recruiting
firms.  Intelligroup  may  recover  a  proportionate  share of such  costs  from
SeraNova upon presentment to SeraNova in the form of an invoice or other written
request for payment  (which will detail the costs and  purposes for such costs).
Such proportion will be determined by mutual agreement of the parties.


<PAGE>


     3.    Reference to and Effect on the Services Agreement.
           -------------------------------------------------
           (a)   On and  after the  Effective  Date,  each   reference to  "this
Agreement,"  "hereunder," "hereof," "herein," or words of like import shall mean
and be a reference to the Services  Agreement as amended hereby. No reference to
this  Amendment need be made in any instrument or document at any time referring
to the Services Agreement,  a reference to the Services Agreement in any of such
instrument or document to be deemed to be a reference to the Services  Agreement
as amended hereby.

           (b)  Except as expressly amended by this Amendment, the provisions of
the Services Agreement shall remain in full force and effect.

     4.    Governing Law.
           -------------
           This Amendment shall be governed by and its provisions  construed and
enforced with the internal laws of the State of New Jersey without  reference to
its principles regarding conflicts of laws.

     5.    Counterparts.
           ------------
           This Amendment 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.

                                     *******


<PAGE>

      IN WITNESS  WHEREOF,  the  undersigned  have caused this  Amendment  to be
executed and delivered on the date first written above.

                                    INTELLIGROUP, INC.


                                    By: /s/ Nicholas Visco
                                       -------------------------------------
                                       Name:  Nicholas Visco
                                       Title:  VP Finance & CFO


                                    SERANOVA, INC.


                                    By: /s/ Ashok Roy
                                       -------------------------------------
                                       Name:  Ashok Roy
                                       Title: Corporate VP Business Development