Job Offer Letter


April 22, 1998

Gerard Dorsey


Dear Rod:

I am  pleased  to offer  you of the  position  of  Chief  Financial  Officer  of
Intelligroup,  Inc., subject to the Offer Contingency below. This Offer contains
the provisions of the  Employment  Agreement that was referenced in our offer to
you of April 9,1998

Offer Contingency:

This offer,  including this letter,  is contingent on your having no conflicting
obligations  that would  prevent you from working for  Intelligroup  (please see
Paragraph 1.3 of the enclosed Employment Agreement).

Compensation:  Your  remuneration  will be equivalent to a cash  compensation of
$252,700,  consisting of a Base  compensation  at the annual rate of US $190,000
gross per year,  a  non-recoverable  draw of  $18,000,  and  eligibility  for an
initial  annual CFO  executive  bonus of $62,700  (less the $18,000  draw).  The
formula  for your CFO  executive  bonus  would be as  follows:


[33% of the Base Compensation] times [Intelligroup revenue attainment divided by
the Intelligroup Board revenue target] times [Intelligroup Net Income divided by
Intelligroup  Board Net  Income  target to a maximum of ratio of 1.5] less [that
part  of  the  $18,000  draw  paid  at  the  time  of  the  calculation].  As an
illustration:  190,000 x .33 = 62,700 x 1.085  [130,000,000/119,885,283] x 1.045
[8,500,000/8,134,758 = $71,091 - (x/12 x $18,000)

In addition, this offer includes the following:

Current  Benefits:  Term  Life Insurance  for  you  in  the  amount of $100,000.
Dental and Health Insurance through a group medical plan, currently Pro-Net will
be provided by  Intelligroup,  Inc.  for you (and your family if desired)  for a
relatively small monthly employee contribution, currently $50.00.

Vacation: You are allowed 15 days per year to be used as sick or vacation days.

401(k): Eligibility for participation in Company 401(k) Employee Retirement Plan
in accordance with Company guidelines.



                              
<PAGE>

The Board has indicated that it will approve a grant of 100,000 options, subject
to the  provisions  of the 1996 Plan, at the fair market value price at the time
of actual start of employment.

Severance  compensation  for  termination  at  the  will  of  the  Company  or a
successor,   initially  equivalent  to  twelve  months  Base  compensation,  but
decreasing by one month for each month of employment until the end of six months
of employment,  at which time the severance  compensation will remain equivalent
of six months of Annual Base Compensation.




This offer  supersedes  all  earlier  job offers  made to you and will be solely
governed by the provisions of the enclosed Employment Agreement.  Nothing in any
past,  present or future Company's  employee policy guidelines or handbooks that
may be  distributed  either to you or to the  Company's  employees,  in general,
shall be construed to be part of this offer.


Sincerely,



----------------

Ashok Pandey
President - Corporate Services


I have read the  provisions of the  Employment  Agreement and I accept the above
offer.



-----------------
Gerard Dorsey
<PAGE>







                              EMPLOYMENT AGREEMENT

                                    Between:

                               INTELLIGROUP, INC.

                                       and

                                  Gerard Dorsey






PLEASE READ THIS AGREEMENT  CAREFULLY.  THIS AGREEMENT DESCRIBES THE BASIC LEGAL
AND  ETHICAL  RESPONSIBILITIES  THAT YOU ARE  REQUIRED TO OBSERVE AS AN EMPLOYEE
EXPOSED TO HIGHLY SENSITIVE  TECHNOLOGY AND STRATEGIC  INFORMATION IN PERFORMING
YOUR DUTIES.  THE COMPANY  BELIEVES THAT THIS  AGREEMENT  STRIKES A FAIR BALANCE
BETWEEN ITS INTERESTS AND YOUR NEEDS AND EXPECTATIONS.



<PAGE>



                              EMPLOYMENT AGREEMENT


         This  Employment  Agreement  is  effective  on April 22,  1998  between
Intelligroup,  Inc.,  a New Jersey  Corporation  with  offices at 517  Highway 1
South, Fifth Floor, Iselin, New Jersey 08830 (the "Company");  and Gerard Dorsey
(the "Employee").


                                   STATEMENTS

         A. The  Company is engaged in the  business of the  development  and/or
implementation  of  computer  software  and other  technology  products  for its
customers.

         B. The Employee has education and  experience  which would be useful to
the Company in its business.

         C. It is in the  Company's  best interest to secure the services of the
Employee and the Employee's  specialized  knowledge and unique capabilities with
respect to the business of the Company.

         D. The Company and the Employee  wish to set forth in writing the terms
and conditions of the employment of the Employee.

         NOW, THEREFORE, the parties agree as follows:


                              ARTICLES OF AGREEMENT


                              ARTICLE 1. EMPLOYMENT

         1.1 The  Company  agrees  to employ  the  Employee  as Chief  Financial
Officer and the Employee accepts such employment by the Company on the terms and
conditions set forth in this Agreement. The Employee agrees to serve the Company
faithfully in this capacity, the duties and responsibilities of which may change
from time to time.  The  Employee  understands  that the  location at which such
duties are to be  rendered  is subject  to change at the  discretion  of Company
management.

         1.2 The Employee agrees to devote the Employee's entire energy and full
and  undivided  time and  attention  during the  expected  working  hours of the
Employee exclusively to the business of the Company unless the Company otherwise
consents in its sole  discretion  as evidenced by a writing  signed by a Company
Executive Officer. The Employee under no circumstances may work for a competitor
of the Company or have any financial  interest in any competitor of the Company;
provided,  however,  that  this  Agreement  does not  prohibit  investment  of a
reasonable  part of the  Employee's  assets  in the stock or  securities  of any


                                   
<PAGE>

competitor whose stock or securities are traded on a national exchange, provided
that this investment does not result in his collectively  owning beneficially at
any one time one percent  (1%) or more of the equity of any company  engaging in
activities that are in competition with the Company or its affiliates.

         1.3 The Employee agrees and represents to the Company that the Employee
is not  subject  to any  existing  contract  which  would  affect or impede  the
Employee's  ability to perform in accordance  with the terms of this  Agreement,
including,  by way of example, any restrictive  covenants of past employers that
would prohibit the  Employee's  acceptance of the terms of this  Agreement.  The
Employee agrees not to disclose to the Company any  confidential  information or
trade secrets of others for which he may be under an obligation to a third party
not to disclose.  The Employee also agrees not to breach any on-going  fiduciary
duty still owed to a previous  employer  nor to  appropriate  any trade  secrets
obtained while in the employ of such previous employer.

         1.4 The Employee  hereby  acknowledges  that he/she is in a position of
trust in performing services for the Company and its clients,  including but not
limited to obtaining  access to confidential and trade secret  information.  The
Employee  represents and warrants that he/she has no criminal felony convictions
involving  drugs,  theft or  violent  behavior  within  the past five (5) years.
Furthermore,  the  Employee  expressly  authorizes  the Company or its agents to
conduct   criminal    background   check   to   verify   his/her    above-stated
representations.


                             ARTICLE 2. COMPENSATION

         The  Employee's  initial  compensation  is  specified  in the Job Offer
Letter attached to this Agreement.  Unless otherwise agreed, the Employee's Base
Compensation  is payable in accordance with the customary  payroll  practices of
the Company.


                           ARTICLE 3. FRINGE BENEFITS

         The Employee has the right to  participate  in such fringe benefit plan
of any nature (including medical, dental and term life insurance, pension plans,
profit-sharing plans or other as specified in the Job Offer Letter) as the Board
of Directors  shall  determine from time to time is available for the same level
of  employees.  The  Company  reserves  the right to amend or reduce its benefit
plans or programs in its discretion.

                              ARTICLE 4. VACATIONS

         The Employee is entitled to such paid  vacation as specified in the Job
Offer Letter.



                                     - 2 -
<PAGE>

                      ARTICLE 5. REIMBURSEMENT OF EXPENSES

         The Company  recognizes the Employee may make certain  expenditures for
travel, entertainment and other business related expenses necessary to carry out
the Employee's  duties under this Agreement.  If consistent with the budget plan
and the Company's  approved practices relating to the budget, the Company agrees
to reimburse the Employee  promptly for all such expenses upon  presentation  of
proper evidence of payment.

                                 ARTICLE 6. TERM

         6.1 The term of this  Agreement  is at will.  The actual  start date is
approximately  mid-May  1998 and will be  confirmed  in a writing  signed by the
parties contemporaneously with or subsequent to the actual commencement.

         Nothing in this  Agreement  shall be  construed to prevent or constrain
the discretion of the Company's Board of Directors from removing the Employee as
an officer of the Company for any reason or no reason,

         Should the Company (or any  successor in the event there is a change in
control of the Company)  terminate this Agreement  without cause as set forth in
paragraph 6.4, in addition to  reimbursement  for any expenses  already incurred
and owing in  accordance  with Article 5, the Company shall pay to the Employee,
as the Employee's sole remedy for such  termination,  the severance set forth in
the Job Offer Letter attached to this Agreement:

         Cause for Termination shall include but is not limited to the following
conduct of the Employee:

         Material breach of any provision of this Employment Agreement, provided
the Employee is given notice and  opportunity  to cure such breach if the breach
is of a nature  amenable to cure within a reasonable  time without  prejudice to
the Company's interests.

         Misconduct as an employee of the Company,  including but not limited to
misappropriation of funds or any property of the Company,  any attempt to obtain
any personal  profit from any  transaction in which the Employee has an interest
that is adverse to the Company or any breach of the duty of loyalty and fidelity
to the Company, or any act or omission that substantially  impairs the Company's
ability to conduct its ordinary business in its usual manner.

         Unreasonable  neglect or any refusal to perform the duties  assigned to
the Employee under or pursuant to this Employment Agreement.

         The failure of the Employee to meet his performance  goals for at least
two  quarters,  which  goals  were set forth in a writing by  Management  in the
normal course of business in light of the Company business plans and the Company
Budget approved by the Board,  or if there is no specific  writing setting forth
such goals,  then based upon the budget that includes revenue and  profitability
targets for the Company function that the Employee manages.



                                     - 3 -
<PAGE>

         Conviction of a felony or any serious crime.

         Any other Employee act or omission which subjects the Company or any or
its affiliates to public disrespect,  scandal, or ridicule or causes the Company
to be in violation of governmental  regulations  that subject the Company either
to sanctions by governmental authority or to civil liability to its employees or
third parties.

         To the extent  permissible  under  applicable law, the inability of the
Employee to perform his functions, other than due to a short-term disability due
to physical health problems lasting more than 90 calendar days.

         Resignation of the Employee unless with the consent of the Company in a
writing that references the continued applicability of the payment provisions of
paragraph 6.3.1 of this Agreement.

         The death of the Employee.


                           ARTICLE 7. CONFIDENTIALITY

         7.1 The  Company  has  acquired  and  developed,  and will  continue to
acquire  and  develop,  without  limitation,  technical  information  (including
functional and technical specifications,  designs, drawings, analysis, research,
processes, systems and procedures, computer programs, methods, ideas, "know how"
and the like),  business  information (sales and marketing research,  materials,
plans,  accounting and financial  information,  credit information on customers,
lists  containing the names,  addresses and business habits of customers,  sales
reports,  price  lists,  personnel  records  including  names and  addresses  of
Intelligroup employees, contractors, and subcontractors and the like) whether or
not designated as confidential and other information  designated as confidential
expressly or by the  circumstances in which it is provided (all of the foregoing
is referred  to as the  "Proprietary  Information").  This  excludes  common and
generic  information as set forth by federal and state law or generally known in
the industry through no fault of the Employee.

         7.2 The Proprietary Information is confidential,  important, and unique
to the  Company's  business.  The  Company  and  the  Employee  acknowledge  the
Proprietary Information represents trade secrets of the Company.

         7.3 For the Company to protect the  Proprietary  Information  properly,
the Employee  recognizes it is essential that  confidentiality  be maintained by
the Employee and that certain  restrictions  be imposed upon the Employee during
the course of employment and continuing.

         7.4  The   Employee   agrees  to  keep  all   Proprietary   Information
confidential. The Employee agrees to refrain from communicating or divulging any
of the Proprietary  Information to any person, firm or corporation or to use the
proprietary  information for any purpose other 


                                     - 4 -
<PAGE>

than a Company  purpose during the term of employment and at all times following
the termination of this Agreement for any reason whatsoever.

         7.5 The Company has  acquired,  and during the Term the  Employee  will
acquire much similar  information about the business of the Company's  customers
or other parties (such as a licensor or  contractor)  with whom the Company does
business under circumstances requiring  confidentiality.  The Employee agrees to
treat the  information  acquired about the Company's  customers and licensors at
least in the same manner and under the same restrictions of this Article 7 or in
a manner  contractually  required by any such customer or third party to provide
greater security to such customer or third party.

         7.6  Notwithstanding  the  foregoing  restrictions,  the  Employee  may
disclose any information to the extent required by an order of any U.S.  federal
or state court or other federal or state governmental authority,  but only after
the  Company or its  clients or  contractors,  as the case may be,  have been so
notified  and  have had the  opportunity,  if  possible,  to  obtain  reasonable
protection for such information in connection with such disclosure.

         7.7 Upon the  request of the  Company or upon the  termination  of this
Agreement,  the  Employee  will cause to remain with the Company all  memoranda,
notes,  records,  drawings,   manuals,  disks,  or  other  documents  and  media
pertaining to the Company's business, including all copies of such.

         7.8 The  provisions of this Article 7 shall survive the  Termination of
this Agreement.


                        ARTICLE 8. RESTRICTIVE COVENANT;
                          NONINTERFERENCE WITH CUSTOMER
                         AND COMPANY PERSONNEL RELATIONS

         8.1 The Employee, recognizing the high level of trust and authority and
the  unique  access  to  Company  Proprietary  Information  to which he is being
afforded  by the  Company,  in  exchange  covenants  and agrees that he will not
during  the term of  employment  and for a period  of two years  thereafter,  on
behalf  of  himself  or on behalf of any  other  person  or  business  entity or
enterprise  directly or  indirectly  as an  employee,  proprietor,  stockholder,
partner, consultant or otherwise, engage in any business or activity competitive
with the business activities or the Company or its affiliates as they now are or
hereafter undertaken by the Company.

         8.2 The Employee  further  covenants and agrees that during the term of
employment and for a period of two years following the termination of employment
for any reason or no reason,  the Employee  shall not directly or  indirectly do
any of the following without the consent of a Company executive, ratified by the
Board of Directors:

         8.2.1  Solicit or accept any business  similar to that  provided by the
Company  from a person,  firm or  corporation  that is a customer of the Company
during the time the Employee is employed by the Company; and



                                     - 5 -
<PAGE>

         8.2.2  Solicit or accept any business  similar to that  provided by the
Company from any person,  firm or corporation that is a prospective  customer of
the Company (based on Company prospect reports) during the term of employment.

         8.2.3 Solicit,  persuade, induce, entice or attempt to entice, directly
or indirectly or in aid of a third party, any employee or individual  contractor
of the Company to terminate his or her  employment or  contractual  relationship
with the Company.

         8.2.4 Solicit,  persuade, induce, entice or attempt to entice, directly
or  indirectly  or in aid of a third  party,  any  customer  of the  Company  to
terminate its business  relationship  with the Company.  For the purpose of this
paragraph,  such  customer  shall  include  as well  firms,  companies  or other
business  entities that have been  customers of the Company within the 12 months
preceding Employee's  termination but may not be actual customers at the time of
termination.

         8.3 The restrictions of this Article 8 shall survive the termination of
this Agreement.


                         ARTICLE 9. REMEDIES OF COMPANY

         9.1  The  Employee   acknowledges  the  restrictions  imposed  by  this
Agreement are reasonable  and are necessary to protect the  legitimate  business
interests of the Company.

         9.2  If  the  Employee  breaches  or  threatens  to  breach  any of the
restrictions  imposed by this  Agreement,  the Employee agrees the Company would
suffer  irreparable  harm  for  which  money  would  be  an  inadequate  remedy.
Accordingly,  the  Employee  agrees  that the  Company  has the  right to obtain
injunctive or other equitable relief in addition to any other available remedies
and the Company  shall have the  additional  right to recover  from the Employee
court costs and reasonable  attorneys fees incurred by the Company in protection
of its interests hereunder.


                           ARTICLE 10. BINDING EFFECT

         This  Agreement  is  not  assignable  by  the  Employee;  nor  may  the
obligations  of the  Employee be delegated  to any person or other  entity.  The
Company may assign  this  Agreement  without  the  consent of the  Employee to a
subsidiary of the Company,  to an entity which is acquired by the Company, to an
entity that acquires the Company, or to an entity with which the Company merges.




                                     - 6 -
<PAGE>

                       ARTICLE 11. INVENTIONS, TRADEMARKS,
                         PATENTS AND OTHER WORK PRODUCTS

         11.1 Unless  otherwise  authorized in writing by the Company and to the
extent the  Employee  generates  works of  authorship,  copyrights,  inventions,
trademarks,  trade dress or other such work products  dealing with the nature of
the Company's business (collectively the "Works") during the terms of employment
by the  Company,  or uses the  premises,  facilities  or time of the  Company to
create or fix the Works,  the Employee shall and hereby does convey,  assign and
transfer ownership to the Company of all right, title and interest in and to all
the  Works  throughout  the  world,  including  but not  limited  to any and all
copyright,  patent, trademark and trade dress rights. Whenever permitted by law,
the Company shall have the exclusive  right to obtain  copyright,  patent and/or
trademark  registration  or  other  protection  in the  Works in its own name as
inventor,  author and owner and to secure any  renewals and  extensions  of such
rights throughout the world.

         11.2 The Employee  hereby  acknowledges  that the  Employee  retains no
rights  whatsoever  with respect to the Works,  including but not limited to any
rights to reproduce the Works,  prepare  derivative  works based  thereon,  file
copyright  or trademark  applications  for the Works,  distribute  copies of the
Works in any manner  whatsoever,  exhibit,  use or display the Works publicly or
otherwise,  or license  or assign to any third  party the right to do any of the
foregoing, except as otherwise authorized in writing by the Company.

         11.3 The Employee  agrees to execute any documents as may be reasonably
required by the  Company to effect the  Company's  ownership  rights as provided
herein or to otherwise further the purpose of this Agreement.

         11.4 The Company  shall be entitled to a shop right with respect to any
of the Works created by the Employee that is not assignable to the Company under
the  terms  of this  Agreement.  In the  event  of  termination,  expiration  or
invalidation   of   this   Agreement   by   statutory   construction,   judicial
interpretation  or other  means,  Employee  agrees that the Company has absolute
rights of first  refusal to acquire any  remaining  portion or  extension of the
copyright term in the Works.

                      ARTICLE 12. AMENDMENTS AND NON-WAIVER

         This  Agreement,  including  this  Article  12,  may only be changed or
amended by a written  agreement  signed by a Company  Executive  Officer and the
Employee. A waiver by the Company of a breach of any provision of this Agreement
by the  Employee  is not to be  construed  as a waiver of any other  current  or
subsequent breach.



                                     - 7 -
<PAGE>

                          ARTICLE 13. ENTIRE AGREEMENT

         This  Agreement,   together  with  the  initial  compensation,   fringe
benefits,  and  vacation  time set forth in the Job Offer  letter to which  this
Agreement is attached,  contains  the entire  understanding  of the parties with
respect to the matters set forth herein.  Each party acknowledges that there are
no warranties,  representations,  promises,  covenants or  understandings of any
kind except those that are expressly set forth in this Agreement.
This Agreement supersedes any previous agreements between the parties.

                               ARTICLE 14. NOTICES

         All notices under this Agreement  shall be made in writing and shall be
deemed given when (1) delivered in person, (2) deposited in the U.S. mail, first
class, with proper postage prepaid and properly  addressed,  or (3) delivered by
an overnight or other express delivery service carrier,  or (4) sent through the
interoffice  delivery service of Employer,  if the Employee is still employed by
the Company at the time.

                   ARTICLE 15. GOVERNING LAW AND JURISDICTION

         This  Agreement 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).  All
disputes  arising  under this  Agreement are to be resolved in the courts of the
State of New Jersey.  If any party  desires to commence an action to enforce any
provision of this  Agreement,  such action must be instituted in the appropriate
New Jersey  court.  The parties  consent to the  jurisdiction  of the New Jersey
courts. The parties agree that the courts of the State of New Jersey are to have
exclusive  jurisdiction  over this Agreement.  The parties agree that service of
any  process is  effective  if served in the manner  that a Notice may be served
pursuant to this Agreement.

                            ARTICLE 16. SEVERABILITY

         The invalidity or  unenforceability  of any provision of this Agreement
does  not in any  manner  affect  any  other  provision.  If  any  provision  is
determined to be invalid or unenforceable,  this Agreement is to be construed as
if the invalid or unenforceable provision was omitted.



                                     - 8 -
<PAGE>

         IN WITNESS WHEREOF, the parties have signed this Agreement.

                                               INTELLIGROUP, INC.


                                               By:/s/ Ashok Pandey
                                                  ------------------------------
                                                  Ashok Pandey
                                                  President - Corporate Services


                                               By:/s/ Gerard Dorsey
                                                  ------------------------------
                                                  Gerard Dorsey