AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT
                           ---------------------------

     THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made as
of August 18, 1997 between PNC BANK, NATIONAL ASSOCIATION ("Lender"),  having an
office at Two Tower Center  Boulevard,  East  Brunswick,  New Jersey 08816,  and
INTELLIGROUP,  INC., a New Jersey corporation ("Borrower"),  having an office at
517 Route One South, Iselin, New Jersey 08830.

                                   WITNESSETH:
                                   -----------

     A. Lender and Borrower entered into a Loan and Security  Agreement dated as
of January 22, 1997 (as amended hereby and as further  amended,  supplemented or
otherwise modified from time to time, the "Agreement"), pursuant to which, among
other  things,  Lender (i) agreed to make  revolving  loans to  Borrower  in the
maximum aggregate  principal amount  outstanding at any time of $7,500,000,  and
(ii) at its  option,  may make  equipment  loans to  Borrower  in the  aggregate
principal amount not to exceed  $350,000,  all upon the terms and subject to the
conditions set forth therein.

     B. Borrower and Lender desire to amend the Agreement as set forth herein.

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Borrower and Lender agree as follows:

     1.  Capitalized  terms used in this Amendment  shall have the same meanings
given them in the Agreement, unless otherwise defined herein.

     2. The  definitions  of Borrowing  Base,  Borrowing Base  Certificates  and
Qualified Account set forth in Section 1.1 of the Agreement are hereby deleted.

     3. The  definition of "Revolving  Credit Limit" set forth in Section 1.1 of
the  Agreement  is hereby  amended to delete  "the lesser of  $7,500,000  or the
Borrowing Base" and substitute "$7,500,000" therefor.

     4. The following definitions shall be added to Section 1.1 of the Agreement
as follows:

          (a) A definition  of "EBIT" is hereby added to read in its entirety as
     follows:

          "'EBIT' - for any period,  the  consolidated  net income (or loss) of
     Borrower  and  its  consolidated   subsidiaries  for  such  period,  before
     deduction for taxes and interest  expense and without  giving effect to any
     extraordinary  gains or losses for such period,  determined  in  accordance
     with GAAP."

          (b) A definition of "Eligible Equipment Collateral" is hereby added to
     read in its entirety as follows:

          "'Eligible   Equipment   Collateral'  -  (a)  all  Eligible  Equipment
     purchased with the proceeds of Equipment Loans, (b) all documents of title,
     policies or certificates of insurance,  insurance  proceeds,  chattel paper
     and other documents and instruments


<PAGE>


     evidencing or pertaining to any such Eligible Equipment,  (c) all claims of
     Borrower  against  third  parties  for loss of or damage  to, or  otherwise
     relating to, any such Eligible  Equipment,  (d) all books and records owned
     by Borrower or in which Borrower has an interest, which contain information
     identifying any of such Eligible  Equipment or which would or may otherwise
     be necessary or helpful in the actual and/or  potential  realization on any
     of such  Eligible  Equipment,  and (e) all  accessions  and  additions  to,
     replacements and substitutions for, and proceeds and products of any of the
     foregoing."

          (c) A  definition  of  "Euro-Rate"  is  hereby  added  to  read in its
     entirety as follows:

          "'Euro-Rate' - with respect to any Revolving Loan bearing  interest at
     the  Euro-Rate  for any Euro-Rate  Interest  Period,  the interest rate per
     annum  determined by Lender by dividing  (the  resulting  quotient  rounded
     upwards, if necessary,  to the nearest 1/16th of 1% per annum) (a) the rate
     of interest  determined by Lender in accordance  with its usual  procedures
     (which  determination  shall be conclusive absent manifest error) to be the
     eurodollar  rate  two (2)  Banking  Days  prior  to the  first  day of such
     Euro-Rate  Interest Period for an amount  comparable to such Revolving Loan
     and having a borrowing  date and a maturity  comparable  to such  Euro-Rate
     Interest  Period by (b) a number equal to 1.00 minus the Euro-Rate  Reserve
     Percentage."

          (d) A definition  of  "Euro-Rate  Interest  Period" is hereby added to
     read in its entirety as follows:

          ''Euro-Rate  Interest Period' - the period of one, two or three months
     selected by Borrower  commencing on the date of disbursement of a Revolving
     Loan bearing interest at the Euro-Rate and each successive  period selected
     by Borrower thereafter, provided, that if a Euro-Rate Interest Period would
     end  on a day  which  is not a  Banking  Day,  it  shall  end  on the  next
     succeeding  Banking Day,  unless such day falls in the succeeding  calendar
     month in which case the  Euro-Rate  Interest  Period  shall end on the next
     preceding Banking Day. In no event shall any Euro-Rate  Interest Period end
     on a day after the Revolving Credit Termination Date."

          (e) A definition of  "Euro-Rate  Loans" is hereby added to read in its
     entirety as follows:

          "'Euro-Rate Loans' - Revolving Loans bearing interest at a rate  based
     upon the Euro-Rate."

          (f) A definition of "Euro-Rate Reserve  Percentage" is hereby added to
     read in its entirety as follows:

          "'Euro-Rate Reserve  Percentage' - on  any day, the maximum  effective
     percentage in effect on such day as prescribed by the Board of Governors of
     the Federal  Reserve System (or any successor) for  determining the reserve
     requirements  (including,  without limitation,  supplemental,  marginal and
     emergency  reserve  requirements)  with  respect  to  eurocurrency  funding
     (currently referred to as "Eurocurrency liabilities")."


                                     - 2 -


<PAGE>

          (g) A definition of "Interest  Coverage Ratio" is hereby added to read
     in its entirety as follows:

          "'Interest Coverage Ratio' - for any period, the ratio of (a) EBIT for
     such period, to (b) Interest Expense for such period."

          (h) A definition of "Interest  Expense" is hereby added to read in its
     entirety as follows:

          "'Interest  Expense'  - for  any  period,  the  consolidated  interest
     expense of Borrower  and its  consolidated  subsidiaries  for such  period,
     determined in accordance with GAAP."

          (i) A definition  of  "Leverage  Ratio" is hereby added to read in its
     entirety as follows:

          "'Leverage Ratio' - at any particular date of determination, the ratio
     of (a) Total  Liabilities  on such date,  to (b) Tangible Net Worth on such
     date."

          (j) A definition of "Operating  Income" is hereby added to read in its
     entirety as follows:

          "'Operating  Income' - for any period, the amount which, in conformity
     with GAAP,  would be set forth opposite the caption  "operating  income" or
     any like caption of Borrower's consolidated income statement."

          (k) A definition  of "Prime Rate Loans" is hereby added to read in its
     entirety as follows:

          "'Prime Rate Loans' - Revolving Loans bearing interest at a rate based
     upon the Prime Rate."

          (l) A definition of "Total Liabilities" is hereby added to read in its
     entirety as follows:

          "'Total  Liabilities' - at any particular date of  determination,  the
     consolidated   total   liabilities   of  Borrower   and  its   consolidated
     subsidiaries on such date, determined in accordance with GAAP."

     5. Section 2.3 of the  Agreement is hereby  amended to read in its entirety
as follows:

          "2.3 Procedure for Revolving Loan Borrowings.  Borrower may request to
     borrow under the  Revolving  Line of Credit on any Banking Day prior to the
     Revolving Credit Termination Date by giving Lender irrevocable notice prior
     to  12:30  p.m.  (eastern  standard  time)  (a) on the  Banking  Day of the
     proposed  borrowing date, in the case of Prime Rate Loans, or (b) three (3)
     Banking Days prior to the proposed borrowing date, in the case of Euro-Rate
     Loans,  specifying  (i) the  amount  to be  borrowed,  (ii)  the  requested
     borrowing  date (which must be a Banking Day),  (iii) whether the Revolving
     Loans to be borrowed will be Euro-Rate  Loans and/or Prime Rate Loans,  and
     (iv) in the  case of  Euro-Rate  Loans,  the  relevant  Euro-Rate  Interest
     Period.  Borrower  may  select  different  interest  rate  options to


                                     - 3 -


<PAGE>


      apply  simultaneously  to different  Revolving  Loans and may select up to
      three (3) different interest periods to apply  simultaneously to different
      Euro-Rate  Loans.  Subject to the terms of this Agreement,  not later than
      3:00 p.m.  (eastern standard time) on the borrowing date specified in such
      notice,  subject to the terms and conditions hereof, Lender shall make the
      amount of such  Revolving  Loan  available to Borrower by depositing  such
      amount in  immediately  available  funds in the account of  Borrower  with
      Lender.  Each  borrowing of Euro-Rate  Loans under the  Revolving  Line of
      Credit  shall be in a minimum  amount of $500,000  and each  borrowing  of
      Prime Rate Loans under the Revolving  Line of Credit shall be in a minimum
      amount of $250,000.  Subject to the terms of this Agreement, at the end of
      any Euro-Rate Interest Period applicable to a Euro-Rate Loan, Borrower may
      renew such Loan as a Euro-Rate  Loan or convert  such Loan to a Prime Rate
      Loan. If no notice of conversion or renewal is received by Lender prior to
      three (3) Banking Days before the end of such Euro-Rate  Interest  Period,
      Borrower shall be deemed to have converted such Loan to a Prime Rate Loan.
      All notices  given by Borrower to Lender  pursuant to this Section 2.3 may
      be by telephone  (confirmed  immediately  in  writing).  Lender shall give
      Borrower prompt notice of the Euro-Rate determined in accordance with this
      Agreement,  and any such determination shall be conclusive absent manifest
      error.

     6.  Subsection  4.1(a)(i) of the Agreement is hereby amended to read in its
entirety as follows:

          "(i) Each  Revolving  Loan shall bear  interest,  at the  selection of
     Borrower,  at (A) a  fluctuating  rate per annum equal to the Prime Rate in
     effect  from time to time,  each  change in such  fluctuating  rate to take
     effect  simultaneously  with the  corresponding  change in the Prime  Rate,
     without notice to Borrower, or (B) subject to Section 4.9 hereof, at a rate
     per annum equal to two percent (2%) per annum above the  Euro-Rate  for the
     Euro-Rate  Interest  Period in an amount equal to such  Revolving  Loan and
     having a comparable  maturity as  determined  at or about 11 a.m.  (eastern
     time) two Banking Days prior to the  commencement of the Euro-Rate Interest
     Period,  each  change in the  Euro-Rate  as the result of any change in the
     Euro-Rate Reserve  Percentage  to  take  effect   simultaneously  with  the
     effective date of such change in the Euro-Rate Reserve Percentage."

     7. Subsection  4.1(a)(ii) of the Agreement is hereby amended to read in its
entirety as follows:

          "(ii) Each  Equipment  Loan shall bear interest at a fluctuating  rate
     per annum equal to  one-quarter  of one percent (1/4 of 1%) per annum above
     the Prime Rate in effect from time to time, each change in such fluctuating
     rate to take effect  simultaneously  with the  corresponding  change in the
     Prime Rate, without notice to Borrower."

     8. A new  Section  4.9 is  added to the  Agreement  and  shall  read in its
entirety as follows:

          "4.9 Unavailability of Euro-Rate Loans; Funding Loss Indemnification.

            (a) If Lender  determines  (which  determination  shall be final and
      conclusive)  that,  by reason of  circumstances  affecting  the  interbank
      eurodollar  market  generally,  deposits  in  dollars  (in the  applicable
      amounts) are not being offered to banks in the interbank eurodollar market
      for the selected term, or adequate means do not exist for ascertaining the
      Euro-Rate, then Lender shall give notice thereof to Borrower.  Thereafter,
      until Lender notifies Borrower that the circumstances  giving rise to such
      determination  no longer exist,  (i) the  availability  of Euro-Rate Loans
      shall be suspended, and (ii) all Euro-Rate


                                     - 4 -


<PAGE>

      Loans shall be converted at the  expiration of the then current  Euro-Rate
      Interest Period(s) to Prime Rate Loans.

          (b) If Lender shall determine (which  determination shall be final and
     conclusive)  that any enactment,  promulgation or adoption of or any change
     in  any  applicable  law,  rule  or  regulation,   or  any  change  in  the
     interpretation  or  administration  thereof  by a  governmental  authority,
     central  bank or  comparable  agency  charged  with the  interpretation  or
     administration thereof, or compliance by Lender with any guideline, request
     or  directive  (whether  or not  having  the  force  of  law)  of any  such
     authority,  central  bank or  comparable  agency  shall make it unlawful or
     impossible  for Lender to make or maintain  Euro-Rate  Loans,  Lender shall
     notify  Borrower.  Upon  receipt  of such  notice,  until  Lender  notifies
     Borrower that the circumstances giving rise to such determination no longer
     apply, (i) the availability of Euro-Rate Loans shall be suspended, and (ii)
     all  current  Euro-Rate  Loans shall be  converted  to the Prime Rate Loans
     either (A) on the last day of the then current Euro-Rate Interest Period(s)
     if Lender may lawfully continue to maintain Euro-Rate Loans to such day, or
     (ii) immediately if Lender may not lawfully continue to maintain  Euro-Rate
     Loans.

          (c) If Lender shall determine (which  determination shall be final and
     conclusive)  that any enactment,  promulgation or adoption of or any change
     in  any  applicable  law,  rule  or  regulation,   or  any  change  in  the
     interpretation  or  administration  thereof  by a  governmental  authority,
     central  bank or  comparable  agency  charged  with the  interpretation  or
     administration thereof, or compliance by Lender with any guideline, request
     or  directive  (whether  or not  having  the  force  of  law)  of any  such
     authority,  central  bank or  comparable  agency  shall  have the effect of
     requiring  an increase in the amount of capital  required or expected to be
     maintained  by Lender or any  corporation  controlling  Lender,  and Lender
     determines that such increase is based upon its obligations hereunder,  and
     other  similar  obligations,  Lender  shall  notify  Borrower of the amount
     allocable to Lender's obligations to Borrower hereunder. Borrower shall pay
     such amount to Lender  within ten (10) days after such notice is given. Any
     such determination by Lender shall be conclusive absent manifest error.

          (d) Borrower shall indemnify  Lender against all  liabilities,  losses
     and expenses (including,  without limitation,  any loss of margin, any loss
     or expense incurred in liquidating or employing deposits from third parties
     and any loss or expense  incurred  in  connection  with funds  acquired  by
     Lender to fund or maintain Euro-Rate Loans) which Lender incurs or sustains
     as a  consequence  of (i) any  prepayment by Borrower of any Euro-Rate Loan
     (other  than on the  last day of the  Euro-Rate  Interest  Period  relating
     thereto) or (ii) any attempt by  Borrower  to revoke  (expressly,  by later
     inconsistent  notice, or otherwise) in whole or in part any notice given to
     Lender to  request,  renew or repay any  Euro-Rate  Loan or to convert  any
     Prime Rate Loan into a Euro-Rate  Loan.  If Lender  incurs or sustains  any
     such  liability,  loss or expense,  it shall notify  Borrower of the amount
     determined  by  Lender  to  be  necessary  to  indemnify  Lender  for  such
     liability,   loss  or  expense  (which   determination   may  include  such
     assumptions, allocations of costs and expenses and averaging or attribution
     methods as Lender  deems  reasonable).  Borrower  shall pay such  amount to
     Lender  within  ten  (10)  days  after  such  notice  is  given.  Any  such
     determination by Lender shall be conclusive absent manifest error.


                                     - 5 -


<PAGE>

     9. A new  Section  6.5 is  hereby  added  to the  Agreement  to read in its
entirety as follows:

          "6.5 Release of Collateral.

          (a)  Concurrently  with  the  delivery  of  the  financial  statements
     referred to in  Subsections  8.5(a) and 8.5(b)  hereof with  respect to the
     fiscal  year and  fiscal  quarter,  respectively,  of  Borrower  ending  on
     December 31, 1997, upon Borrower's request Lender shall release its lien on
     and security  interest in the  Collateral  (other than  Eligible  Equipment
     Collateral),   provided  that  the  conditions  to  release   described  in
     Subsection  6.5(b) hereof have been  satisfied,  in the sole  discretion of
     Lender.  Any  such  request  by  Borrower  shall  be  made in  writing  and
     accompanied  by a certificate  of the chief  financial  officer of Borrower
     stating  that the  conditions  to release  described in  Subsection  6.5(b)
     hereof have been satisfied.

          (b) Lender  shall not be required to release its lien on and  security
     interest in the  Collateral  (other  than  Eligible  Equipment  Collateral)
     unless all of the following  conditions  have been  satisfied,  in the sole
     discretion of Lender:

               (i) the Operating  Income for the fiscal year of Borrower  ending
          on December  31, 1997 shall have been equal to or greater  than eighty
          percent (80%) of the Operating  Income for the fiscal year of Borrower
          ending on December 31, 1996;

               (ii) the Operating  Income for the  three-month  period ending on
          December 31, 1997 shall have been equal to or greater than eighty-five
          percent  (85%) of the  Operating  Income  for the  three-month  period
          ending on September 30, 1997;

               (iii) the  Operating  Income for the  six-month  period ending on
          December  31,  1997 shall have been  equal to or greater  than  ninety
          percent (90%) of the Operating Income for the six-month  period ending
          on June 30, 1997;

               (iv) Borrower shall have at all times been in compliance with the
          financial  covenants  contained in Sections 9.18,  9.19, 9.22 and 9.23
          hereof;

               (v)  Borrower  shall  have  provided   Lender  evidence  that  is
          reasonably  satisfactory  to Lender that the SAP National Logo Partner
          Agreement dated April 29, 1997, between Borrower and SAP America, Inc.
          (the "SAP Agreement") is in full force and effect and that the term of
          the SAP  Agreement  has been renewed or extended for at least one year
          beyond its current termination date;

               (vi)  there  shall  have  been  no  material  adverse  change  in
          Borrower's condition (financial or otherwise),  results of operations,
          assets or operations since December 31, 1997; and

               (vii) no Event of Default, or any event which, with the giving of
          notice,  the lapse of time,  or both,  or the  occurrence of any other
          condition,  would constitute an Event of Default, shall  have occurred
          and be continuing.

     10.  Subsection  7.10 of the Agreement is hereby amended to delete the last
sentence thereof.


                                     - 6 -


<PAGE>

     11. Subsection 8.5(b) of the Agreement is hereby amended (a) to add "and by
March 31, 1998 with respect to the fourth fiscal  quarter of 1997" after "fiscal
year of  Borrower" in the third line  thereof,  and (b) to delete "to the extent
that they  relate to dates or periods on or before  June,  1998,  reviewed by an
independent certified public accountant  reasonably  satisfactory to Lender and"
after "as applicable)," in the tenth line thereof.

     12.  Subsection  8.5(d) of the  Agreement is hereby  amended to read in its
entirety as follows:

          "(d) Intentionally Omitted."

     13. Subsection 8.5(e)(ii) of the Agreement is hereby amended to add ", 9.22
and 9.23" after "9.19" in the second to last line thereof.

     14. A new  Subsection  8.5(e)(iii) is hereby added to the Agreement to read
in its entirety as follows:

          "(iii)  Concurrently  with the  delivery of the  financial  statements
     referred  to  in  Subsection  8.5(a),  a  certificate  of  the  independent
     certified  public  accountant that audited such financial  statements,  and
     concurrently  with the  delivery of the  financial  statements  referred to
     in (b) hereof, a certificate of the chief financial officer of Borrower, in
     each case  indicating  the  Interest  Expense for all periods  necessary to
     determine Borrower's compliance with Section 9.22 hereof."

     15. A new Subsection 8.5(i) is hereby added to the Agreement to read in its
entirety as follows:

          "(i)  Accountant's  Reports.  Promptly upon receipt thereof,  true and
     complete  copies of all reports  submitted  to  Borrower by an  independent
     certified  public  accountant  in connection  with each annual,  interim or
     special  audit of the books of  Borrower or its  subsidiaries  made by such
     accountant, including, without limitation, any management letter commenting
     on the internal controls of Borrower or its subsidiaries."

     16. Section 9.5 of the Agreement is hereby amended to delete  "$250,000" in
the fourth line thereof and to substitute "$750,000" therefor.

     17. Section 9.20 of the Agreement is hereby amended to delete "$750,000" in
the third line thereof and to substitute "$1,500,000" therefor.

     18. A new  Section  9.22 is hereby  added to the  Agreement  to read in its
entirety as follows:

          "9.22 Interest  Coverage Ratio.  Cause or permit  Borrower's  Interest
     Coverage Ratio for any period of four consecutive  calendar  quarters to be
     less than 3.00 to 1.00, as determined at the end of each fiscal  quarter of
     Borrower."

     19. A new  Section  9.23 is hereby  added to the  Agreement  to read in its
entirety as follows:

          "9.23 Leverage Ratio. Cause or permit Borrower's Leverage Ratio at any
     time to be more than 1.00 to 1.00,  as determined at the end of each fiscal
     quarter of Borrower.


                                     - 7 -


<PAGE>

     20. In order to induce Lender to enter into this Amendment, Borrower hereby
represents and warrants to Lender that:

          (a) no Event of  Default,  or any  event  which,  with the  giving  of
     notice,  the  lapse  of time,  or  both,  or the  occurrence  of any  other
     condition,  would  constitute  an Event of  Default,  has  occurred  and is
     continuing;

          (b) the  Agreement,  the Notes and each of the other  Loan  Documents,
     after giving  effect to this  Amendment and the  transactions  contemplated
     hereby,  continue  to be in full  force and effect  and to  constitute  the
     legal,  valid and binding  obligations  of  Borrower,  enforceable  against
     Borrower in accordance with their respective terms;

          (c),  the  representations  and  warranties  made  by  Borrower  in or
     pursuant to the Agreement or any Loan  Document,  or which are contained in
     any certificate,  document or financial or other statement furnished at any
     time  under or in  connection  herewith  or  therewith,  are each  true and
     correct in all material  respects on and as of the date  hereof,  as though
     made on and as of such date;

          (d)  Borrower  has not amended its  Certificate  of  Incorporation  or
     Bylaws subsequent to January 22,1997; and

          (e) Borrower has delivered to Lender a true, complete and correct copy
     of the SAP Agreement (including all amendments thereto).

     21. This  Amendment  shall become  effective upon the  satisfaction  of the
following conditions:

          (a) Lender shall have received  such executed and delivered  documents
     and  instruments  from  Borrower and others as it may request in connection
     with the transactions contemplated hereby (including, without limitation, a
     good standing certificate and UCC-1,  judgment,  federal tax lien and other
     searches with respect to Borrower).

          (b)  Borrower  shall  have paid all  expenses  of  Lender,  including,
     without  limitation,  reasonable  counsel  fees,  in  connection  with  the
     preparation,  execution  and  delivery  of this  Amendment  and  any  other
     documents and  instruments to be executed and delivered  pursuant hereto or
     in connection herewith, and the transactions contemplated hereby.

     22. This Amendment may be executed in several counterparts,  each of which,
when  executed  and  delivered,  shall be deemed an  original,  and all of which
together shall constitute one agreement.

     23. This  Amendment  shall be governed by and construed and  interpreted in
accordance  with the laws of the State of New Jersey,  without  giving effect to
principles of conflicts law.

     24.  From  and  after  the  effectiveness  hereof,  all  references  to the
Agreement in the other Loan  Documents  shall mean the  Agreement as amended and
modified by this Amendment.

     25. Borrower  expressly  ratifies and confirms the waiver of jury trial and
other provisions of Section 15.9 of the Agreement.


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<PAGE>

     26.  Except as  amended  and  otherwise  modified  by this  Amendment,  the
Agreement and the other Loan Documents  shall remain in full force and effect in
accordance with their respective terms.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed and delivered by their proper and duly  authorized  officers as of
the day and year first above written.

ATTEST:                             INTELLIGROUP, INC.


By: /s/ Robert M. Olanoff           By: /s/ Ashok Pandey
    -----------------------             ---------------------------
    Robert M. Olanoff,                  Ashok Pandey, President and
    Secretary                           Chief Executive Officer


                                     PNC BANK, NATIONAL ASSOCIATION


                                     By: /s/ Edward D. Harrington
                                         --------------------------
                                         EDWARD D. HARRINGTON,
                                         Vice President