AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                    -----------------------------------------

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), made this
20th  day  of  September,  2002  (the  "Effective  Date")  is  entered  into  by
Intelligroup,  Inc.,  a New  Jersey  corporation  with  its  principal  place of
business at 499 Thornall Street, Edison, NJ 08837 (the "Company"),  and NAGARJUN
VALLURIPALLI,  residing  at 702  Mohican  Court,  Morganville,  NJ,  07751  (the
                            ----------------------------------------------
"Employee").

     WHEREAS,  the Company  desires to continue to employ the Employee,  and the
Employee desires to continue to be employed by the Company.

     WHEREAS, the Company desires to provide the Employee with proper incentives
for him to continue  performing as the Company's  President and Chief  Executive
Officer.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and promises
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged by the parties hereto, the parties
agree as follows:

     1.  Term of Agreement. The Company  hereby agrees to continue to employ the
         -----------------
Employee, and the Employee hereby accepts continued employment with the Company,
upon the terms set forth in this  Agreement,  for the period  commencing  on the
Effective Date and ending on the second  anniversary of the Effective Date (such
period,  as it may be extended in a writing signed by the parties,  the "Term"),
unless sooner terminated in accordance with the provisions of Section 6.

     2.  Title;  Capacity.  The  Employee  shall  serve as  President  and Chief
         ----------------
Executive  Officer  or in such  other  position  as the  Company or its Board of
Directors  (the "Board") may determine from time to time. As President and Chief
Executive  Officer,  the  Employee  will  be  responsible  for  all  day  to day
operations, as well as long range plans of the Company, plus such


<PAGE>

other or  alternate  duties as may from time to time be assigned to the Employee
by the Board.  The  Employee  shall be based at the  Company's  headquarters  in
Edison,  New Jersey, or such place or places in the continental United States as
the Company or its Board shall  determine.  The Employee shall be subject to the
supervision  of, and shall have such  authority  as is  delegated to him by, the
Board.

     3.  Exclusive Services and Best Efforts.  The Employee  hereby accepts such
         -----------------------------------
continued  employment  and agrees to undertake  the duties and  responsibilities
outlined in Section 2. The Employee  agrees to devote his entire  business time,
attention  and  energies to the  business  and  interests  of the  Company.  The
Employee  agrees to abide by the  rules,  regulations,  instructions,  personnel
practices  and  policies  of the Company  and any  changes  therein  that may be
adopted from time to time by the Company.  The Employee  acknowledges receipt of
copies of all such  rules and  policies  committed  to writing as of the date of
this Agreement.

     4.  Compensation and Benefits.
         -------------------------

         (a) Salary.  The Company  shall pay the  Employee a  base salary at the
             ------
annualized rate of $350,000.00  (the "Base Salary"),  payable in installments in
accordance  with the Company's  normal  payroll  schedule but no less often than
monthly.  Such salary shall be subject to adjustment thereafter as determined by
the Board in its sole discretion.

         (b) Bonus. Each calendar year, the Employee will be eligible to receive
             -----
a bonus based upon meeting and exceeding the annual budget approved by the Board
(the "Budget") for Pre-tax income ("PTI").

             (i)   The  Employee  shall  receive  a  bonus  in   the  amount  of
$200,000.00  upon the Company's  successfully  attaining a  consolidated  PTI in
excess of the PTI budgeted for the fiscal year;



                                     - 2 -
<PAGE>

             (ii)  The Employee shall receive an additional bonus in the  amount
of $75,000.00 for each complete  $1,000,000.00  of consolidated PTI in excess of
the PTI budgeted for the fiscal year;

             (iii) In  determining  PTI,  all  elements  of income  and  expense
properly recognized under U.S. Generally Accepted Accounting  Principles will be
taken into account,  with the  exception of (x) provision for income taxes,  (y)
extraordinary  items,  and  (z)  special,   unusual  or  non-recurring   charges
(including,  but not  limited to,  costs of  downsizing  or closing  operations,
income statement charges related to non-operating  assets of the Company such as
the  SeraNova  note,  and  costs  of  non-operating  activities  such as a proxy
contest). All exclusions of expense items for the purpose of determining PTI for
a given period must be  presented  in detail to, then  reviewed and approved by,
the Board or the Compensation Committee thereof (the "Compensation  Committee").
The Board, or if the Board chooses, the Compensation Committee,  shall have sole
discretion  to  accept  or  modify  such  recommended  exclusions  from  the PTI
calculation.

             (iv)  The bonus,  if any,  shall be  paid within  ten (10) business
days  after the Board or the  Compensation  Committee  makes an  informed  final
determination  of PTI for the preceding  fiscal year.  The bonus,  if any, shall
only be earned and  payable if you (y) meet the above  criteria,  and (z) remain
actively  employed through the end of the fiscal year for which a bonus is to be
paid.

         (c) Fringe Benefits.  The Employee shall be  entitled to participate in
             ---------------
all benefit  programs that the Company  establishes  and makes  available to its
employees, if any, to the extent that Employee's position,  tenure, salary, age,
health and other  qualifications  make him eligible to participate.  The Company
may alter, modify, add to or delete its benefit plans at any



                                     - 3 -
<PAGE>

time as the  Company or its Board may  determine,  in its sole  judgment,  to be
appropriate.  Nothing  herein shall be  construed  as  requiring  the Company to
establish  or  continue  any  particular   benefit  plan  in  discharge  of  its
obligations under this Agreement.

         (d) Paid Time Off. The  Employee  shall be eligible to accrue paid time
             -------------
off pursuant to the Company's normal policies and procedures  governing vacation
time or other paid time off.

         (e) Reimbursement of Expenses. The Company shall reimburse the Employee
             -------------------------
for all  reasonable  and  necessary  travel,  entertainment  and other  business
expenses incurred or paid by the Employee in connection with, or related to, the
performance of his duties,  responsibilities  or services under this  Agreement,
upon presentation by the Employee of documentation, expense statements, vouchers
and/or such other supporting  information as the Company may request,  provided,
however,  that the amount  available  for such travel,  entertainment  and other
expenses may be fixed in advance by the Board.

         (f) Deductions.  The Company shall deduct from any  pay to the Employee
             ----------
all taxes or other withholdings required by law or otherwise properly authorized
by the Employee.

     5.  Termination.  The  Term of this  Agreement  shall  terminate  upon  the
         -------------
occurrence of any of the following:

         (a) Expiration of the Term in accordance  with Section 1;

         (b) At the election of the Company, for Cause, immediately upon written
notice by the  Company to the  Employee.  For the  purposes  of this  Agreement,
"Cause"  for  termination  shall be deemed to exist  upon:  (i) a finding by the
Company of failure  of the  Employee  to  perform  his  assigned  duties for the
Company, to adhere to the terms of this Agreement, or to follow Company policies
and procedures; (ii) the Employee's commission of


                                     - 4 -
<PAGE>

dishonesty,  gross  negligence or misconduct,  in connection with the Employee's
responsibilities  in  his  position  with  the  Company;  (iii)  the  Employee's
commission of any act or conduct that subjects the Company to public  disrespect
or ridicule or injures the reputation of the Company;  or (iv) the conviction of
the Employee of, or the entry of a pleading of guilty or nolo  contendere by the
Employee to, any crime involving moral turpitude or any felony;

         (c) Upon the death or  disability  of the  Employee.  As  used  in this
Agreement,  the term "disability"  shall mean the inability of the Employee with
reasonable  accommodation  as may be required by State or Federal  law, due to a
physical or mental  disability,  for a period of one hundred  twenty (120) days,
whether or not  consecutive,  during any 360-day  period to perform the services
contemplated  under this Agreement.  A determination of disability shall be made
by a physician satisfactory to both the Employee and the Company,  provided that
if the Employee  and the Company do not agree on a  physician,  the Employee and
the Company shall each select a physician and these two together  shall select a
third  physician,  whose  determination as to disability shall be binding on all
parties;

         (d) At the election of the Employee without  Good Reason, upon not less
than sixty (60) days' prior written notice of termination; and

         (e) At the Election of the Employee for Good Reason, after the Employee
has  given  the  Company  at least  fifteen  (15)  days  written  notice  and an
opportunity to cure such Good Reason. For the purposes of this Agreement,  "Good
Reason" for  termination  shall mean the following:  (i) failure to maintain the
Employee in a position  commensurate  with that referred to in Section 2 of this
Agreement;  (ii)  failure to pay the  salary as stated in  section  4(a) of this
Agreement;   or  (iii)  required   relocation  of  the  Employee's  main  office
(reasonable  travel excluded) more than seventy-five (75) miles from Edison, New
Jersey; and

                                     - 5 -
<PAGE>

         (f) At the  election of the Company,  without cause,  immediately  upon
written notice by the Company to the Employee.

     6.  Effect of Termination.  Upon  termination  of the  Agreement,  the only
         ---------------------
remuneration to which the Employee will be entitled shall be as follows:

         (a) Termination  after  the Expiration of  the Term,  for Cause  or  at
             -------------------------------------------------------------------
Election  of the  Employee  without  Good  Reason.  In the event the  Employee's
-------------------------------------------------
employment  is terminated  after the  expiration of the Term pursuant to Section
5(a),  for Cause  pursuant to Section  5(b),  or at the election of the Employee
without  Good Reason  pursuant  to Section  5(d),  the Company  shall pay to the
Employee  the  compensation  and  benefits  otherwise  payable to him/her  under
Section 3 through the last day of his actual employment by the Company.

         (b) Termination for Death or Disability.  If the Employee's  employment
             -----------------------------------
is terminated by death or because of  disability  pursuant to Section 5(c),  the
Company shall pay to the estate of the Employee or to the Employee,  as the case
may be, the  compensation  that would otherwise be payable to the Employee up to
the end of the month in which the termination of his employment because of death
or disability occurs.

         (c) Termination Without Cause or  Termination  for Good  Reason  by the
             -------------------------------------------------------------------
Employee.  If the Employee's  employment is terminated without Cause pursuant to
--------
Section 5(f), or for Good Reason pursuant to Section 5(e), the Company shall pay
or provide the Employee for a period of fifteen (15) months:  (i) in  accordance
with the Company's regular payroll practices,  the Employee's base salary;  and,
(ii)  reimbursement  (or direct  payment,  at the Company's  option) for medical
benefits  pursuant to an election by the  Employee  under COBRA.  The  Company's
obligation to pay or provide the benefits discussed in this paragraph 6(c) shall
be expressly  conditioned  upon the Employee's  first  executing a valid general
release and waiver,


                                     - 6 -
<PAGE>

releasing the Company,  its  directors,  officers and employees from any and all
claims under this agreement or pursuant to your employment, in a form reasonably
acceptable to the Company.

         (d) Termination  in  Connection  with  a  Change  in  Control.  If  the
             ---------------------------------------------------------
Employee's employment is terminated,  without Cause, within the period extending
from the one (1)  month  before  to the  twelve  (12)  months  after a Change in
Control,  as such is defined herein: (i) the Employee shall receive all benefits
provided in Section 6(c); (ii) the  restrictions in Section 7 shall  immediately
lapse and  thereafter  be null and void;  and (iii) the unvested  portion of any
stock  options  granted by the  Company to the  Employee  shall vest in full and
become exercisable.  For purposes of this Agreement, a "Change in Control" shall
mean:

             (i)   the acquisition by an individual, entity or group (within the
     meaning of Section  13(d)(3) or 14(d)(2) of the Exchange  Act) (a "Person")
     of beneficial  ownership of any capital stock of the Company if, after such
     acquisition,  such  Person  beneficially  owns  (within the meaning of Rule
     13d-3  promulgated  under the  Exchange  Act) 50% or more of either (x) the
     then-outstanding  shares of common stock of the Company  (the  "Outstanding
     Company   Common   Stock")  or  (y)  the  combined   voting  power  of  the
     then-outstanding  securities of the Company  entitled to vote  generally in
     the election of directors (the  "Outstanding  Company Voting  Securities");
     provided,  however, that for purposes of this subsection (i), the following
     acquisitions  shall not  constitute  a Change  in  Control  Event:  (A) any
     acquisition directly from the Company (excluding an acquisition pursuant to
     the  exercise,  conversion  or exchange of any  security  exercisable  for,
     convertible into or exchangeable  for common stock or voting  securities of
     the Company,  unless the Person  exercising,  converting or exchanging such
     security acquired such security directly from the Company or an underwriter
     or agent of the Company), (B)


                                     - 7 -
<PAGE>

     any acquisition by any employee  benefit plan (or related trust)  sponsored
     or maintained by the Company or any corporation  controlled by the Company,
     or  (C)  any  acquisition  by  any  corporation   pursuant  to  a  Business
     Combination  (as defined  below) which complies with clauses (x) and (y) of
     subsection (iii) of this definition; or

             (ii)  such time as the  Continuing  Directors (as defined below) do
     not  constitute  a majority of the Board (or, if  applicable,  the Board of
     Directors  of a  successor  corporation  to the  Company),  where  the term
     "Continuing Director" means at any date a member of the Board (x) who was a
     member of the Board on the date of the initial  adoption of this  Agreement
     by the Board or (y) who was nominated or elected subsequent to such date by
     at least a majority of the directors who were  Continuing  Directors at the
     time of such  nomination  or  election  or whose  election to the Board was
     recommended  or endorsed by at least a majority of the  directors  who were
     Continuing Directors at the time of such nomination or election; or

             (iii) the consummation  of a merger, consolidation, reorganization,
     recapitalization or share exchange involving the Company or a sale or other
     disposition  of all or  substantially  all of the assets of the  Company (a
     "Business  Combination"),   unless,  immediately  following  such  Business
     Combination,  each of the following two conditions is satisfied: (x) all or
     substantially  all of the  individuals and entities who were the beneficial
     owners of the  Outstanding  Company  Common Stock and  Outstanding  Company
     Voting   Securities   immediately   prior  to  such  Business   Combination
     beneficially   own,   directly  or   indirectly,   more  than  50%  of  the
     then-outstanding  shares of common stock and the  combined  voting power of
     the then-outstanding  securities entitled to vote generally in the election
     of directors, respectively, of the resulting or acquiring

                                     - 8 -
<PAGE>

     corporation  or other form of entity in such  Business  Combination  (which
     shall include,  without limitation, a corporation which as a result of such
     transaction owns the Company or  substantially  all of the Company's assets
     either  directly or through one or more  subsidiaries)  (such  resulting or
     acquiring  corporation  or entity is referred  to herein as the  "Acquiring
     Corporation") in  substantially  the same proportions as their ownership of
     the  Outstanding  Company  Common  Stock  and  Outstanding  Company  Voting
     Securities,  respectively,  immediately prior to such Business  Combination
     and (y) no Person  (excluding  the  Acquiring  Corporation  or any employee
     benefit plan (or related  trust)  maintained or sponsored by the Company or
     by the Acquiring  Corporation)  beneficially owns,  directly or indirectly,
     30% or more of the then-outstanding shares of common stock of the Acquiring
     Corporation,  or of the  combined  voting  power  of  the  then-outstanding
     securities of such  corporation  entitled to vote generally in the election
     of directors (except to the extent that such ownership existed prior to the
     Business Combination).

             (iv)  Notwithstanding the  foregoing, a Change of  Control will not
     be  deemed  to  have  occurred  in the  case of a  Management  Buy  Out.  A
     "Management Buy Out" is any event which would otherwise be deemed a "Change
     in Control", in which the Chief Executive Officer of the Company or any two
     other officers (vice  president  level  employees or above) of the Company,
     directly  or  indirectly  (as  a  beneficial  owner):  (i)  acquire  equity
     securities,  including any securities  convertible into or exchangeable for
     equity  securities,   of  the  Company  or  the  Acquiring  Corporation  in
     connection  with any Change in Control;  or (ii)  receive  any  substantial
     financial gain as a result of the Change


                                     - 9 -
<PAGE>

     in  Control  as  determined  by the  Board,  other  than  such  gain  as is
     specifically authorized by the Board.

         (e) Survival.  The  provisions of Sections 7, 8 and 9 shall survive the
             --------
termination of this Agreement.

     7.  Non-Compete.
         -----------

         (a) During the  term of  the Employee's  employment  with  the  Company
(whether or not such  employment  extends passed the expiration of the Term) and
for a period of fifteen (15) months after the termination  thereof, the Employee
will not directly or indirectly:

             (i)   as an individual proprietor, partner,  stockholder,  officer,
     employee,  director,  joint  venturer,  investor,  lender,  or in any other
     capacity  whatsoever (other than as the holder of not more than one percent
     (1%) of the total outstanding stock of a publicly held company),  engage in
     the business of developing, producing, marketing or selling products and/or
     services  of the  kind or type  developed  or  being  developed,  produced,
     marketed,  sold or provided by the Company  while the Employee was employed
     by the Company; or

             (ii)  hire, recruit, solicit or induce,  or attempt to induce,  any
     employee or contractor of the Company to terminate their  employment  with,
     or otherwise cease their business relationship with, the Company;

             (iii) solicit, divert or take away, or attempt to divert or to take
     away,  the  business  or  patronage  of any of the  clients,  customers  or
     accounts,  or prospective  clients,  customers or accounts,  of the Company
     which were actively  contacted,  solicited or served by the Company  during
     the term of the Employee's employment with the Company; or


                                     - 10 -
<PAGE>

             (iv)  work  with or for  any  individual who  is  an  officer (Vice
     President  or  higher) of the  Company or was an officer  within the twelve
     month period prior to the termination of the Employee's employment with the
     Company;  except that this  paragraph  7(a)(iv) shall not apply to any work
     done for the sole benefit of the Company, during the Employee's employment.

         (b) If any  restriction set  forth in this  Section 7 is found  by  any
court of competent  jurisdiction to be unenforceable  because it extends for too
long a period of time or over too great a range of  activities or in too broad a
geographic  area, it shall be interpreted to extend only over the maximum period
of  time,  range  of  activities  or  geographic  area  as to  which  it  may be
enforceable.

         (c) The restrictions contained in this Section 7 are  necessary for the
protection of the business and goodwill of the Company and are considered by the
Employee to be reasonable for such purpose.  The Employee agrees that any breach
of this Section 7 will cause the Company  substantial and irrevocable damage and
therefore,  in the event of any such breach,  in addition to such other remedies
which may be  available,  the  Company  shall  have the  right to seek  specific
performance and injunctive relief.

     8.  Proprietary Information.
         ------------------------

         (a) The Employee agrees that all information and know-how,  whether or
not in writing,  of a private,  secret or  confidential  nature  concerning  the
Company's   business   or   financial   affairs   (collectively,    "Proprietary
Information") is and shall be the exclusive  property of the Company.  By way of
illustration,   but  not   limitation,   Proprietary   Information  may  include
inventions,  products, processes, methods, techniques,  formulas,  compositions,
compounds,  projects,   developments,   plans,  research  data,  clinical  data,
financial data, personnel data,


                                     - 11 -
<PAGE>

computer programs,  and customer and supplier lists.  Employee will not disclose
any  Proprietary  Information  to others outside the Company or use the same for
any unauthorized purposes without written approval by an officer of the Company,
either  during or after  his  employment,  unless  and  until  such  Proprietary
Information has become public knowledge without fault by the Employee.

         (b) The Employee agrees that all  files, letters,  memoranda,  reports,
records, data, sketches,  drawings,  laboratory notebooks,  program listings, or
other written,  photographic,  or other tangible material containing Proprietary
Information,  whether  created by the Employee or others,  which shall come into
his  custody  or  possession,  shall be and are the  exclusive  property  of the
Company to be used by the Employee only in the performance of his duties for the
Company.

         (c) The  Employee  agrees that  his  obligation not to  disclose or use
information,  know-how and records of the types set forth in paragraphs  (a) and
(b) above,  also  extends to such types of  information,  know-how,  records and
tangible  property of  customers  of the Company or  suppliers to the Company or
other third parties who may have  disclosed or entrusted the same to the Company
or to the Employee in the course of the Company's business.

     9.  Developments.
         ------------

         (a) The Employee will make full and prompt disclosure to the Company of
all inventions, improvements,  discoveries, methods, developments, software, and
works of  authorship,  whether  patentable  or not,  which  are  created,  made,
conceived  or reduced to practice  by the  Employee  or under his  direction  or
jointly with others during his employment by the Company,  whether or not during
normal  working  hours or on the  premises  of the  Company  (all of  which  are
collectively referred to in this Agreement as "Developments").


                                     - 12 -
<PAGE>

         (b) The Employee agrees to assign and does hereby assign to the Company
(or any person or entity  designated  by the Company)  all his right,  title and
interest  in  and  to  all  Developments   and  all  related   patents,   patent
applications,  copyrights and copyright applications. However, this Section 9(b)
shall not apply to Developments which meet each of the following  criteria:  (i)
they do not in any way relate to the present or planned business or research and
development of the Company; and (ii) they are made and conceived by the Employee
not during normal working hours, not on the Company's premises and not using the
Company's tools, devices, equipment or Proprietary Information.

         (c) The Employee agrees  to  cooperate fully  with  the  Company,  both
during  and  after  his  employment  with  the  Company,  with  respect  to  the
procurement,  maintenance and enforcement of copyrights and patents (both in the
United States and foreign  countries)  relating to Developments.  Employee shall
sign all papers, including, without limitation,  copyright applications,  patent
applications,  declarations,  oaths, formal assignments,  assignment of priority
rights,  and  powers  of  attorney,  which the  Company  may deem  necessary  or
desirable in order to protect its rights and interests in any Development.

     10. Other  Agreements.  The employee  hereby  represents that he/she is not
         -----------------
bound by the terms of any agreement with any previous employer or other party to
refrain from using or disclosing any trade secret or confidential or proprietary
information in the course of his employment  with the Company or to refrain from
competing,  directly or indirectly,  with the business of such previous employer
or any other party. The employee further  represents that his performance of all
the terms of this  Agreement and as an employee of the Company does not and will
not  breach  any  agreement  to  keep  in  confidence  proprietary  information,
knowledge  or data  acquired by him/her in  confidence  or in trust prior to his
employment with the Company.

                                     - 13 -
<PAGE>

     11. Notices.  All notices  required or permitted under this Agreement shall
         -------
be in writing  and shall be deemed  effective  upon  personal  delivery  or upon
deposit in the United  States Post Office,  by  registered  or  certified  mail,
postage prepaid,  addressed to the other party at the address shown above, or at
such other address or addresses as either party shall  designate to the other in
accordance with this Section 11.

     12. Pronouns.  Whenever the context may require,  any pronouns used in this
         --------
Agreement shall include the corresponding  masculine,  feminine or neuter forms,
and the singular forms of nouns and pronouns shall include the plural,  and vice
versa.

     13. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
         -----------------
between the parties and  supersedes  all prior  agreements  and  understandings,
whether written or oral, relating to the subject matter of this Agreement.  This
Agreement  shall not alter any of the  Employee's  rights under any equity grant
which had been  memorialized  in an agreement with the Company and authorized by
the Board prior to the Effective Date.

     14. Amendment.  This Agreement may be amended or modified only by a written
         ---------
instrument executed by both a properly authorized  executive officer or director
of the Company and the Employee.

     15. Governing Law  and  Jurisdiction.  This  Agreement  shall be construed,
         --------------------------------
interpreted and enforced in accordance with the laws of the State of New Jersey.
The parties agree that any disputes  arising  under this  Agreement or otherwise
related  to the  employment  of the  Employee  by the  Company  shall be brought
exclusively  in the state and federal  courts located in the State of New Jersey
and the parties hereby waive the defense of lack of personal jurisdiction in any
such action.

                                     - 14 -
<PAGE>

     16. Successors and Assigns.  This Agreement shall be binding upon and inure
         ----------------------
to the benefit of both  parties and their  respective  successors  and  assigns,
including any corporation  with which or into which the Company may be merged or
which  may  succeed  to its  assets or  business,  provided,  however,  that the
obligations of the Employee are personal and shall not be assigned by him.

     17. Acknowledgment.  The Employee states and  represents that he has had an
         --------------
opportunity  to fully  discuss  and review the terms of this  agreement  with an
attorney.  The Employee further states and represents that he has carefully read
this Agreement,  fully  understands the contents herein,  freely and voluntarily
assents to all of the terms and conditions hereof, and signs his name of his own
free act.

     18. No Waiver.  No delay or omission by the Company in exercising any right
         ---------
under this  Agreement  shall  operate as a waiver of that or any other right.  A
waiver or consent  given by the Company on any one  occasion  shall be effective
only in that instance and shall not be construed as a bar or waiver of any right
on any other occasion.

     19. Captions.   The  captions  of the  sections of this  Agreement  are for
         --------
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

     20. Severability. In case any provision of this Agreement shall be invalid,
         ------------
illegal or otherwise unenforceable, the validity, legality and enforceability of
the remaining provisions shall in no way be affected or impaired thereby.

     21. Counterparts.   This  Agreement  may   be  executed  in   one  or  more
         ------------
counterparts,  each of which shall be deemed an original  and all of which shall
constitute one and the same Agreement.


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<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year set forth above.

INTELLIGROUP, INC.                        EMPLOYEE



By:  /s/ Nick Visco                       /s/ Nagarjun Valluripalli
     ----------------------------         -------------------------------
     Nick Visco                             Nagarjun Valluripalli
     Officer-CFO

Dated: Sept. 20, 2002                     Dated:  9/20/02
       --------------------------               -------------------------




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