Job Offer Letter


                                                              April 27, 1998


Stephen A. Carns

Dear Steve:

         I am pleased to offer you the position of President and Chief Executive
Officer of Intelligroup, Inc.

         This offer replaces any prior  consulting  arrangement and your current
General Manager Employment  Agreement,  except with respect to the stock options
for 100,000  shares  referenced  in the Job Offer  Letter of April 9, 1998 which
shall  remain in force,  supersedes  all earlier job offers made to you,  and is
solely governed by the provisions of the enclosed Employment Agreement.  Nothing
in any past,  present or future Company 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 Employment Agreement.

         We look  forward to your  leadership.  With best  wishes and welcome to
Intelligroup, Inc.

                                                  Sincerely,


                                                  ------------------------------
                                                  Ashok Pandey
                                                  President - Corporate Services



<PAGE>












                              EMPLOYMENT AGREEMENT

                                    Between:

                               INTELLIGROUP, INC.

                                       and

                                Stephen A. Carns






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 dated April 27, 1998 between Intelligroup,
Inc., a New Jersey Corporation with offices at 517 Highway 1 South, Fifth Floor,
Iselin, New Jersey 08830 (the "Company"); and Stephen A. Carns (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 substantial experience which would be useful to the
Company in running its business and has served as a management consultant to the
Company for the past several months.

         C. It is in the  Company's  best interest to secure the services of the
Employee  and  the  Employee's   knowledge,   managerial   skills,   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  President  and Chief
Executive 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.

         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  Board  of
Directors otherwise consents in its sole discretion.  The Employee has disclosed
that he has a pending  lawsuit against his past employer but states that he will
not permit  the  prosecution  of such suit to  significantly  interfere  with or
compromise his obligations to devote such energy and time to the business of the
Company. During the term of this Agreement,  the Employee under no circumstances
may work for a competitor of the 

<PAGE>

Company or its  affiliates or have any financial  interest in any  competitor of
the  Company  or  its  affiliates;  provided,  however,  that  investment  in  a
competitor  whose stock or securities  are traded on a national  exchange is not
prohibited if the employee's  collectively  owning beneficially such interest at
any one time  does not  exceed  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 present or 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 current or  previous  employer  nor to
appropriate any trade secrets obtained while in the employ of such 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. BASE COMPENSATION

         The  Employee's  Base  Compensation  is  $318,000.00  per year.  Unless
otherwise  agreed,  the Employee's Base Compensation is payable twice a month as
per the normal  policies of the Company.  In addition  the Options  Committee of
Board of Directors  has  approved the granting of stock  options as shown in the
attached Addendum A, which is incorporated and made a part of this Agreement. In
addition the Employee will be eligible to participate in the Company's Executive
Incentive Plan, the details of which are still being developed and require Board
approval.


                           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;  but  such
participation is conditioned on the Employee's not retaining any fringe benefits
that  carry  forward  from  or  arise  out of in  any  connection  his  previous
employment.  To the degree that the Employee is  receiving  such  benefits,  the
Company's obligations to furnish such benefits shall be reduced accordingly. The
Company  reserves the right to amend or reduce its benefit  plans or programs in
its discretion.




                                     - 2 -
<PAGE>

                              ARTICLE 4. VACATIONS

         The  Employee is entitled to fifteen  business  days paid  vacation per
each twelve months of employment, in accordance with Company policies.

                      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.  Commutation  expenses  to and from  the  Company
headquarters will not deemed to be a reimbursable business expense.

                                 ARTICLE 6. TERM

         The  term of this  Agreement  is  three  years  from  the  date of this
Agreement,  commencing  at the date first set forth  above,  but the Company may
dismiss the Employee at any time for any reason or for no reason, subject to the
compensatory  provisions set forth in the other paragraphs of this Article.  The
Employee may terminate this Agreement upon one month's notice.

         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  terminate this Agreement  without cause in addition
to reimbursement  for any expenses already incurred and owing in accordance with
Article  5, the  Company  shall pay or make the  following  compensation  to the
Employee as the Employee's sole remedy for such termination:

         An amount  equal to the monthly  base salary over a period of 12 months
or the  balance of the  remaining  term,  which  ever is less,  paid in the same
manner  as  before  the  termination  but  reduced  by  any  salary,  equivalent
compensation,  or payment received by the Employee arising out of any subsequent
employment,  agency,  partnership,   proprietorship  or  independent  contractor
relationship  in which  the  Employee  engages  in a  capacity  similar  to that
performed  for the  Company  during the time such  payments  are due;  provided,
however,  in the event  there is a change in control of the Company by merger or
consolidation  with or into another  corporation or by sale of substantially all
of the Company's assets,  then the period of payment of this amount shall be for
the balance of the term of the Agreement.

         Continuing  coverage for the Employee and his  dependents  under all of
the  Company  benefit  plans in effect at the date of  termination  to which the
Employee  or any of his  dependents  were a  participant,  in the same manner or
proportion as prior to the termination, for a period of 


                                     - 3 -
<PAGE>

12 months or the balance of the  remaining  term,  which ever is less, or to any
greater extent required by law.

         A prorated  portion  for the period up to the  termination  date of any
Executive Incentive that is paid to Executives but unpaid to the Employee.

         The pro  rata  acceleration  and  vesting  of the next  portion  of any
remaining options granted in Addendum A as of the date of termination, so that ,
by way of illustration,  if the vesting schedule were 25%, 30%, and 45%, and the
Employee date of termination was three months following the vesting of the first
25%, then 7.5% of the granted  stock option  (3/12ths of 30%) would be deemed to
vest as of the date of termination.

         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.

         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.

         Conviction of a felony or any serious crime.

         Any other act or  omission  within the direct  control or the  Employee
that causes the Company to be in violation  of  governmental  regulations  which
subject the Company either to serious sanctions by governmental  authority or to
significant 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 less 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.



                                     - 4 -
<PAGE>

         The Employee agrees to meet the performance  objectives as set forth in
the  Company's  Annual  Budget  for 1998,  1999,  and 2000 as  presented  to and
approved by the Board of Directors. Any change to such objectives after approval
of an  Annual  Budget  and  prior to its  annual  update  shall be set  forth in
writing.

         Should the Employee fail to achieve the performance  objectives (except
for insignificant variations), the Company may terminate this Agreement in which
case the Company  shall pay to the  Employee as the  Employee's  sole remedy for
such  termination the  compensation set forth in Paragraphs 6.3.1 and 6.3.2, but
specifically excluding the remedies of Paragraphs 6.3.3 and 6.3.4.

         Should the  Employee  notify the Company that he cannot agree with such
change to the  objectives,  then he may provide  notice of  termination  of this
Agreement  and in which  case  the  Company  shall  pay to the  Employee  as the
Employee's  sole  remedy  for such  termination  the  compensation  set forth in
Paragraphs 6.3.1, 6.3.2, and 6.3.3 but specifically  excluding the provisions of
Paragraph 6.3.4.


                           ARTICLE 7. CONFIDENTIALITY

         7.1 The  Company  has  acquired  and  developed,  and will  continue to
acquire and develop,  without limitation,  i) technical  information  (including
functional and technical specifications,  designs, drawings, analysis, research,
processes, systems and procedures, computer programs, methods, ideas, "know how"
and  the  like);  ii)  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  or  companies  with  which  the  Company  has  cooperative   business
relationships  or  alliances,  sales  reports,  price lists,  personnel  records
including  names and  addresses  of  Intelligroup  employees,  potential  hires,
contractors,  and  subcontractors and the like) whether or not such technical or
business  information is designated as confidential;  and iii) 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 thereafter.

         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 


                                     - 5 -
<PAGE>

to any person, firm or corporation or to use the proprietary information for any
purpose  other  than a  Company  purpose  during  the  term  of  employment  and
thereafter 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 To the degree that the obligations of the Confidentiality Agreement
as of  November  11,  1997  between  Intelligroup  and  Stephen  A. Carns are in
addition to those set forth in this  Article 7, they shall be deemed to continue
in effect and are hereby incorporated into this Agreement

         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 one year 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 one year following the  termination of employment
for any reason or no 


                                     - 6 -
<PAGE>

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

         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 confidentiality
or restrictive  covenants 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,  should  the  Company
prevail.


                           ARTICLE 10. BINDING EFFECT

         The rights and obligations of this Agreement are binding upon, inure to
the  benefit  of and are  enforceable  by the heirs,  personal  representatives,
successors  and assigns of the parties.  This Agreement is not assignable by the
Employee nor may the  obligations  of the Employee be delegated to any person or
other  entity  without  the prior  written  consent  of the  Company.  The 


                                     - 7 -
<PAGE>

above notwithstanding, the Company may assign this Agreement without the consent
of the Employee to a subsidiary of the Company or to an entity which is acquired
by the Company,  to an entity that acquires the Company, to an entity with which
the Company merges or to any other such successor,  provided that the Employee's
duties  and  functions  (but  not  tittle)  remain   substantially   similar  or
commensurate  under the assignee;  otherwise the Employee may resign at the time
of such assignment as though he were discharged without cause.

                   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  authorized by the Board of Directors and signed
by a Company  Executive  Officer and 


                                     - 8 -
<PAGE>

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.

                          ARTICLE 13. ENTIRE AGREEMENT

         This Agreement, together with the initial compensation 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,  (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 ARBITRATION

         15.1 Issues.  Except as to issues  relating to breach of the Employee's
obligations  under  Article  7  (Confidentiality),  of  Article  8  (Restrictive
Covenant; Noninterference with Customer and Personnel Relations), and of Article
11  (Inventions,  Trademarks,  Patents  And Other Work  Products),  any claim or
dispute  regarding the terms or conditions of employment of this Agreement shall
be submitted to  arbitration  in  accordance  with this Article 15. These claims
without  limitation  specifically  include:  claims  for breach of an implied or
expressed employment contract, claims for unlawful discharge,  claims alleging a
violation  of  Title  VII  of  the  Civil  rights  Act,  as  amended,   The  Age
Discrimination  in  Employment  Act of 1967,  as  amended,  The  Americans  with
Disabilities  Act, The Equal Pay Act, The Family Medical Leave Act,  federal and
state Wage and Hour Laws, the Employee  Retirement  Income Security Act of 1974,
federal and state  whistleblower  laws,  and other  claims  pursuant to federal,
state, or local law regarding  discrimination based on race, age, sex, religion,
,marital status, disability,  sexual orientation, or national origin, claims for
alleged  violation of any other  local,  state,  and federal  law,  regulations,
ordinance  or public  policy  having  any  bearing  whatsoever  on the terms and
conditions of Employee's employment with the Company, or the termination of such
employment,  including  claims a  alleging  a  violation  of the New  Jersey Law
Against  Discrimination,  Family Leave Act and Conscientious Employee Protection
Act, all claims pursuant to common law, or claims arising directly or indirectly
out of Employee's employment by or separation from employment with the Company.

         15.2.  Terms of Arbitration.  All matters subject to arbitration  under
this  Article  15 shall be  submitted  to  arbitration  in  accordance  with the
Arbitration  Rules  of  the  American  Arbitration   


                                     - 9 -
<PAGE>

Association  applicable to employment  matters,  except as otherwise provided in
this  Agreement.  Arbitration  shall be brought  upon the written  notice of one
party to the other of a demand for  arbitration,  including a recitation  of the
claim or dispute  for which  arbitration  is sought and a  specification  of the
Arbitrator chosen by such party from a list of potential arbitrators prepared by
the American  Arbitration  Association.  Arbitration  shall be before a panel of
three  Arbitrators.  Within 30 days of receipt of a demand for arbitration,  the
party  receiving the demand must select a second  Arbitrator  from the said list
and  notify  the other  party of the  first  party's  selection.  Within 20 days
thereafter,  these two Arbitrators shall select a third Arbitrator from the said
list. If they fail to select a third Arbitrator, then the third Arbitrator shall
be designated by the American Arbitration Association.  If either party fails to
designate  an  Arbitrator,  then the  claim or  dispute  shall be  submitted  to
arbitration  before a panel of three arbitrators,  but the American  Arbitration
Association  shall  choose  an  arbitrator  for a party  that  failed  to make a
designation as well as the third arbitrator.

         15.3.    Place.  All   matters   subject   to  arbitration  under  this
Agreement shall be arbitrated in Middlesex County, New Jersey.

         15.4.  Final Award.  The award in the arbitration  proceeding  shall be
final and binding on the  parties,  and judgment on such award may be entered in
any court having competent jurisdiction.

         15.5.  Fees and  Expenses.  All fees and  expenses  connected  with the
arbitration  proceeding,  other than counsel fees incurred by either  party,  if
any,  shall be shared  equally  by both  parties;  provided,  however,  that the
Arbitrators  are  authorized to award either party a sum to compensate the party
for the time and expense of the  arbitration if they determine that  arbitration
was demanded without  reasonable  cause. In such event, the Arbitrators may also
assess  the  costs  of  the  arbitration   proceeding  against  the  party  that
unreasonably demanded arbitration.


                   ARTICLE 16. 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 not governed by the binding  arbitration
provision of 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 not governed by that binding arbitration  provision,  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.




                                     - 10 -
<PAGE>

                            ARTICLE 17. 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.

         IN WITNESS WHEREOF, the parties have signed this Agreement.

                                               INTELLIGROUP, INC.


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


                                               By:/s/ Stephen A. Carns
                                                  ------------------------------
                                                  Stephen A. Carns



<PAGE>


                                  Attachment A


         This is an attachment to the Employment Agreement between Intelligroup,
Inc. and Stephen A. Carns, dated April 27, 1998.

         In accordance  with Article 2 of the  Agreement,  the Company will also
recommend  to the Board the  granting  of 200,000  options  for shares of Common
Stock of Intelligroup, Inc pursuant to the 1996 Stock Option Plan with a vesting
schedule of 25% at the end of the first year of the term of this Agreement,  30%
at the end of the second year of the term of this Agreement,  and 45% at the end
of the third year of the term of this Agreement, subject to shareholder approval
at that 1998  Annual  Meeting of a proposal  to expand  the  existing  number of
shares available for option grants.