CONSULTING ALLIANCE AGREEMENT
                          -----------------------------



THE UNDERSIGNED PARTIES:
------------------------

1.   Intelligroup, Inc. with a place of business at 517 Route One South, Iselin,
     NJ, 08830, USA, hereinafter referred to as "Company,"

and

2.   Baan International B.V., with a place of business at Baron van Nagellstraat
     89, P.O. Box 143, 3770 AC Barneveld, The Netherlands,  hereinafter referred
     to as "Baan."

HEREBY AGREE FOLLOWS:
---------------------

1.     Execution and duration
       ----------------------

1.1   Company  and Baan  agree to enter  into  and to  execute  this  Consulting
      Alliance Agreement, hereinafter referred to as this "Agreement."

1.2   This  Agreement is in effect as of the latter of the dates it is signed by
      both  parties  and  shall  remain  in force for a period of one ( 1) year,
      unless  terminated  pursuant  to  Section  8  of  the  General  Terms  and
      Conditions  attached hereto as Schedule A and, after the expiration of the
      initial term, will be automatically  renewed for subsequent periods of one
      year.  Neither party shall be under any  obligation to extend or renew the
      duration of the  Agreement  upon  expiration  of the initial  term, or the
      renewal  term,  and each party may elect or refrain from any  extension or
      renewal for any reason whatsoever. In addition, either party may terminate
      this Agreement  without  cause,  provided it supplies the other party with
      ninety (90) days' prior written notice of such termination.

1.3   Company  shall operate as an  International  Consulting  Alliance  Program
      Member ("Member") to Baan pursuant to this Agreement.


2.    Baan Consulting Alliance Program Requirements
      ---------------------------------------------
      By entering  into this  Agreement,  Company is  participating  in the Baan
      Consulting  Alliance Program. In order to protect the standards of quality
      for services  provided  under Baan's  trademarks  and in order for Baan to
      monitor the quality of services provided under Baan's trademarks,  Company
      hereby  agrees  to  fulfill  the Baan  Consulting  Alliance  Program  (the
      "Program") requirements set forth below.

2.1   Advanced Trained Consultants
      ----------------------------
      Within  twenty-four  (24) months of signing this Agreement,  Company shall
      have  at  least  that  number  of  consultants  dedicated  to  Baan  as is
      reasonably  necessary  to  meet  its  obligations   hereunder.   All  such
      consultants shall have been Basic Trained and Advanced Trained in at least
      one  Baan  Software  package.   If  Company  is  unable  to  satisfy  this
      requirement within the specified time period, Company shall notify Baan in
      writing of the inability to comply and the reasons  thereof.  Baan may, in
      its sole  discretion,  allow  Company to retain  Membership in the Program
      hereof  despite this inability to comply.  Consultants  shall update their
      training by passing a "differences  course" within 6 months of the general
      release of each major  version of the Baan  Software.  If  training is not
      available in a certain  region or area,  Company must obtain a waiver from
      Baan postponing  this  requirement  until training does become  available.
      Company shall also provide Baan practice-level  skills profile information
      to Baan. Company shall update this information at least quarterly.


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<PAGE>


2.3   Non-solicitation
      ----------------
      During  the  term  of this  Agreement  and for  one  (1)  year  after  its
      expiration or  termination,  neither party shall without the prior written
      consent  of the  other  party,  solicit  for  employment  as an  employee,
      independent   contractor,   or  consultant,   any  employee,   independent
      contractor  or  consultant  of the other party or (in the case of Baan) of
      Baan  Company  N.V.,  or a Baan Company  N.V.  subsidiary  who performs or
      participates  in the  delivery of  Consulting  Services  or other  related
      services.  In addition,  neither party shall procure any third party to do
      any of the aforementioned acts.

2.4   Vertical Market Focus
      ---------------------
      Company shall build industry  expertise in the requisite  number of Baan's
      vertical  industry markets as set forth in the definition of International
      Member on Schedule A and shall be able to provide added value to customers
      in those markets.  Baan's vertical  industry  markets  currently  include,
      without limitation,  Automotive, Hi-Tech Electronics,  Project Industries,
      Aerospace & Defense and Process.

2.5   Orgware and Baan Methodology Compliance
      ---------------------------------------
      In  order  to  protect   the  value  of  Baan's   trademarks,   during  an
      implementation,   Company   shall  use  Baan's   Orgware  tools  and  Baan
      Methodology or Company's proprietary  methodology that has been previously
      approved by Baan. In order for  Company's  proprietary  methodology  to be
      approved by Baan, the following deliverables must be satisfied:

      1)     Methodology mapped to the Baan Methodology.
      2)     Consulting services presentation jointly developed.
      3)     Format of Project proposal - approved by Baan.
      4)     Format of Project budget - approved by Baan.

2.6   Quality
      -------
      Company  shall  deliver  the  Consulting  Services in a  professional  and
      workmanlike manner.


3.     Baan Consulting Alliance Program Member Privileges
       --------------------------------------------------

3.1   As a Member of the Consulting  Alliance  Program,  Company is entitled to,
      among other  privileges,  the following  privileges for as long as Company
      maintains its status as a Member:

3.2   Use  of  Baan  Authorized  Consulting  Alliance  Member  Logo
      -------------------------------------------------------------
      Company  is  authorized  to use the Baan  Authorized  Consulting  Alliance
      Member  logo  on  business   cards,   letterhead,   marketing   materials,
      advertisements,  in sales  presentations,  and to link to Baan's  web site
      (http://www.Baan.com)  on the World  Wide  Web;  provided,  however,  that
      Company  shall not use such logo or any other mark as part of its  company
      or business name.

3.3    Internal Copies
       ---------------
      Upon paying the appropriate annual support fee to Baan for Maintenance and
      Support  under  Schedule  B of this  Agreement,  Company  will  receive  a
      non-exclusive, non-transferable license to use the Internal Copies for the
      sole purpose of enabling Company to become more familiar with the Software
      and provide Consulting  Services,  it being understood that Company has no
      rights to:

      (i)    sell,  lease,  license,  or sublicense the Software;
      (ii)   decompile, disassemble, or reverse  engineer the Software, in whole
             or in part; or
      (iii)  write or develop  any  derivative  software  or any other  software
             program based upon the Software or  any confidential information of
             Baan.


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<PAGE>


3.4   Maintenance and Support.
      ------------------------
      Upon payment by Company of the  appropriate  annual fee, Baan will provide
      Maintenance  and Support to Company with  respect to the  Internal  Copies
      according to the terms of Schedule B hereof.

3.5   Access to Baan E-Mail and Databases
      -----------------------------------
      Company shall  receive  access to Baan's  e-mail and  supporting  alliance
      databases for the purpose of assisting Company professionals.

3.6   Discount on Baan Education Courses
      ----------------------------------
      Company  shall  receive a standard  discount  of 20% off  Baan's  standard
      charges on all courses offered at Baan's education centers.

3.7   Baan Institute
      --------------
      Company  shall be  invited  to enroll  consultants  in courses at the Baan
      Institute, subject to space availability and payment of the requisite fee.

3.8   Trainer Accreditation
      ---------------------
      Company shall be invited to  participate in Baan's  accreditation  program
      for trainers,  subject to space  availability and payment of the requisite
      fee. The  accreditation  program  provides  instructors with knowledge and
      skills to transfer Baan product  knowledge and teaches trainers to provide
      Standard  and  Configured  Training,   to  protect  the  value  of  Baan's
      trademarks.

3.9   Sales and Marketing Events
      --------------------------
      Company  shall  receive  invitations  to attend  Baan's  major  global and
      regional  sales and marketing  events,  both as a participant  and,  where
      applicable,  as a speaker.  Such sales and  marketing  events may include,
      Baan world users  conferences,  sales kickoff meetings,  vertical industry
      executive summits,  product  announcements,  and press and analysts tours.
      Baan will also accept invitations to and, at Baan's reasonable discretion,
      attend and support Company's own sales and marketing events.

3.10  Joint Marketing Programs
      ------------------------
      Company  shall be  offered  the  opportunity  to arrange  joint  marketing
      programs, events, and press releases with Baan's marketing department.

3.11  Company Name Listed on Baan Web Site
      ------------------------------------
      Company  shall have the option to list  their  company  name on Baan's web
      site (http://www.Baan.com/) on the World Wide Web. Company shall also have
      the option to link from the Baan web site to Company's web site,  and vice
      versa.

3.12  Company Name Listed in the Baan Consulting  Alliance Program Members Guide
      ------------------------------------------  ------------------------------
      Company shall have the option to be listed in the Baan Consulting Alliance
      Program Members Guide,  which is a listing of Baan's  Consulting  Alliance
      Program  Members.   The  Consulting  Alliance  Program  Members  Guide  is
      distributed in print format and on Baan's web site.

3.13  Fee
      ---
      To the extent a fee is not already referenced herein, Baan hereby reserves
      the  right  to, at  Baan's  sole  discretion,  charge a fee for any of the
      privileges  set forth in Sections 3.1 through 3.12 above by giving Company
      ninety  (90) days'  prior  written  notice.  Baan may only  change its fee
      policy  twice  during  any  twelve-month  period  and only as long as Baan
      imposes  such  fee  equally  on  all of its  Consulting  Alliance  Program
      Members.  Company  shall  have the right to decline  receiving  any of the
      privileges  listed above and thereby  eliminate the  obligation to pay any
      such fee applicable to such declined privileges.


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<PAGE>


4.    Company-Sole Control.
      ---------------------
      Company  shall have sole and  exclusive  control  over all  aspects of the
      business not expressly  covered under this Agreement,  including,  without
      limitations,  (i) sales policies, (ii) credit practices,  (iii) hiring and
      supervision of personnel, (iv) marketing,  advertising, and promotion, (v)
      contracting, (vi) billing and collection; and (vii) pricing.


5.    No Limitation.
      --------------
      Nothing in this  Agreement  shall be  construed  to restrict  Company from
      conducting any other business,  including, without limitation,  consulting
      services relating to any third party's computer software products.


6.    Price
      -----
      Except  as  set  forth  in  Section  5.2  of  Schedule  A,  Company  shall
      unilaterally  determine  the  price for  Consulting  Services  offered  by
      Company  hereunder.  No employee or  representative of Baan or anyone else
      shall  have  any  authority  whatsoever  to set  Company's  price  of such
      Consulting  Services or to inhibit in any way Company's pricing discretion
      with respect to such Consulting Services.


7.    Notices
      -------
      Any notice  required or  permitted  under the terms of this  Agreement  or
      required by law shall (unless otherwise  provided) be in writing and shall
      be  delivered in person,  sent by  registered  mail,  by express mail with
      package  tracking  capability or air mail as appropriate,  properly posted
      and fully prepaid in an envelope properly  addressed,  or shall be sent by
      fax to the respective parties as follows:

      (i)   Baan        - Address:        4600 Bohannon Drive, Suite 105
                                          Menlo Park, CA 94025, USA
                                          Attn: Legal Counsel
                        - Phone number:   1.415.462.4949
                        - Fax number:     1.415.462.4960
      (ii)  Company     - Address:        517 Route One South,
                                          Iselin, NJ, 08830, USA
                                          Attn: Sophia Zouras,
                                          VP Marketing & Business Development
                        with a copy to:   Intelligroup, Inc., Legal Department
                                          (same address, phone, and fax)
                        - Phone number:   1.908.750.1600
                        - Fax number:     1.908.750.1880

      or to such other  address or fax number as either party may be notified of
      by the other  party.  Any such notice  shall be in the  English  language,
      unless otherwise  specified in this Agreement,  and shall be considered to
      have been  given at the time of actual  delivery  in person or, if sent by
      fax, at the time mentioned on the  transmission  result report,  or in any
      other  event  within  fourteen  days  after it was  mailed  in the  manner
      specified above.


8.    Entire Agreement
      ----------------
      This  Agreement  (including the Schedules and any addenda hereto signed by
      both parties) contains the entire agreement of the parties with respect to
      the  subject   matter  of  this  Agreement  and  supersedes  all  previous
      communications,  representations,  understandings  and agreements,  either
      oral or written, between the parties with respect to said subject matter.


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<PAGE>


DRAWN UP IN DUPLICATE AND SIGNED:


in [Reston, VA, USA]                 in [Iselin, NJ, USA]

on [26 SEPT], 1997                   on [29 SEPT], 1997


Baan:                                Company:

BAAN INTERNATIONAL B.V.              INTELLIGROUP, INC.

By:    /s/ Christine B. Pittman      By:    /s/ Sophia M. Zouras
       ------------------------               --------------------

Name:  Christine B. Pittman          Name:  Sophia M. Zouras

Title:  Vice President, BAAN         Title: Vice President, Marketing & Business
        Consulting                           Development


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<PAGE>


                                   SCHEDULE A

                          GENERAL TERMS AND CONDITIONS

1.     Definitions
       -----------
1.1   "Advanced  Trained" means having  successfully  passed both the Baan basic
      training exam and the Baan  advanced  training exam for one package of the
      Software.
1.2   "Baan Consulting  Alliance  Program" means Baan's program for establishing
      Alliance  relationships with entities that provide Consulting Services and
      for describing the nature of the relationships.
1.3   "Basic Trained" means having  successfully  passed the Baan basic training
      exam.
1.4   "Configured  Training"  means a Baan education  course that is taught by a
      Baan accredited trainer using a subset of the standard Baan curriculum and
      a subset of the standard Baan materials.  All configured  training courses
      are scheduled  through the Baan  education  center in the region where the
      course is taught.
1.5   "Consultant"  means an  employee of Company  who is  providing  Consulting
      Services.
1.6   "Consulting Services" means the activities of Company by means of which it
      supports Customers with the use of the Software.
1.7   "Customer" means an individual end-user of the Software,  who has licensed
      the Software  either  directly from Baan,  from a Distributor  of Baan, or
      from both.
1.8   "DEM  Consulting"  means  implementation  consulting  relating  to Dynamic
      Enterprise Modeling and the Line of Business Reference Models.
1.9   "Distributor"  means a company  authorized  by Baan to market and  license
      Software to Customers.
1.10  "Documentation" means any on-line system help files or written instruction
      manuals regarding the use of the Software.
1.11  "General Terms and Conditions" means the terms and conditions contained in
      this Schedule A.
1.12  "Global Consulting Alliance Program Member" means a company who has (i) at
      least five hundred (500)  Advanced  Trained  Certified  Consultants;  (ii)
      consultants   available  in  all  of  Baan's  Targeted  Countries  in  the
      geographic region(s) where the relationship is active; (iii) deep industry
      expertise in at least two of Baan's industry vertical markets.
1.13  "International Consulting Alliance Program Member" means a company who has
      (i)  at  least  seventy-five  (75)  Advanced  Trained  Consultants;   (ii)
      consultants   available  in  all  of  Baan's  Targeted  Countries  in  the
      geographic region(s) where the relationship is active; (iii) deep industry
      expertise in at least one of Baan's industry vertical markets.
1.14  "Local  Consulting  Alliance  Program  Member"  means a Company who has at
      least  twenty-five  (25) Advanced  Trained  consultants  in one country or
      geographic area.
1.15  "Product  Consulting"  means  implementation  consulting  relating  to the
      Software.
1.16  "Release"  means a set of the  Software  in which in  addition to possible
      corrections of detected shortcomings, (small) functional enhancements have
      been  included.  New Releases are  registered  by means of a change of the
      number to the right of the decimal point, e.g. BAAN IV.0 >> BAAN IV. I.
1.17  "Software" means the suite of Baan applications  software  (including Baan
      Tools and Baan Orgware) in object code form.
1.18  "Standard Training" means a Baan education course that is taught by a Baan
      accredited  trainer  using the standard Baan  curriculum  and the standard
      Baan materials.  All standard  training courses are scheduled  through the
      Baan education center in the region where the course is taught.
1.19  "Targeted  Countries" means the countries set forth on Schedule C attached
      hereto.
1.20  "Update"  means a set of the Software in which detected  shortcomings  are
      being  remedied.  Updates are  registered by means of a letter  indication
      after the version number of the Software, e.g. BAAN IV.0 >> BAAN IV.0A.
1.21  "Version"   means  a  set  of  the  Software  in  which   substantial  new
      functionalities or other substantial changes are introduced.  Versions are
      registered  by means of a change of the number to the left of the  decimal
      point, e.g. BAAN IV.0 >> BAAN V.0.


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<PAGE>


2.    Interpretation
      --------------
      Section,  Clause and Schedule  headings are for  convenience  of reference
      only and shall not affect the meaning or  construction of any provision of
      this Agreement.


3.     Enhancements, modifications, translations
       -----------------------------------------

3.1   Company  shall  not  have the  right to  decompile,  modify  or alter  the
      Software  in any manner  that  would in any way  jeopardize  the  property
      rights of Baan,  or would provide  Company  access to source code or other
      code  that is not  generally  available  to other  Baan  Alliance  Program
      Members or Customers;  nor shall Company have the right to cause others to
      make any copy of any part of the Software  unless  otherwise  agreed to in
      this Agreement.  In the normal course of providing  Consulting Services to
      is  Customers,  Company  shall  have the right to make  modifications  and
      enhancements to the Software where those  modifications  and  enhancements
      are accomplished  solely through the use of Baan Tools, where they are for
      the  express  and  limited  use  of  the  Customer,  and  where  they  are
      accomplished using practices  generally accepted by Baan.  Notwithstanding
      the foregoing,  ownership of computer software  developed by Company shall
      be as follows:

      (a) "Source Code Modifications"  means any computer software that consists
          of  modifications  to the Source Code.  Baan shall own any Source Code
          Modifications.  Company  hereby  assigns  to  Baan,  and  Baan  hereby
          accepts,  all right,  title and interest,  including all  intellectual
          property  rights,  in and to such Source Code  Modifications.  Company
          agrees to execute such applications, assignments and other instruments
          as Baan may deem  necessary  or  desirable  to effect and perfect such
          assignment. Company shall retain a non-exclusive, non-transferable and
          non-assignable license to use such Source code Modifications under the
          terms of this Agreement.

      (b) "Integration Software" means any computer software that integrates the
          Software to other  computer  software used by Company's  Customers and
          does not contain any  modifications to the Source Code.  Company shall
          own any Integration Software.

      (c) "Application  Software"  means any computer  software  that is created
          using the Baan  Tools and does not  contain  any  modification  to the
          Source Code. Company shall own any Application Software.

      Once per year,  Company shall deliver tapes to Baan  containing the Source
      Code Modifications which have been developed by Company after the previous
      delivery of such tapes .

3.2   Company  shall not modify,  translate,  reproduce,  edit, or resell Baan's
      promotional  literature,  training materials,  Documentation,  advertising
      artwork,  the names and/or  package  design of the Software,  or any other
      materials  that are  copyrighted  by Baan  without  Baan's  prior  written
      consent.  All modifications,  translations,  reproductions,  and/or edited
      versions of those items  described in Sections 3.1 (a) and 3.2 will become
      the exclusive property of Baan.

3.3   Baan shall notify Company of any new Updates,  Releases or Versions of the
      Software.


4.    Payment
      -------


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<PAGE>


4.1   Copies of brochures,  other marketing  collateral and literature are to be
      obtained at Baan's  then-current  rates, which rates are not to exceed (a)
      Baan's then current  published  rates, or (b) the current rates charged to
      other participants in the Baan Consulting Alliance Program.

4.2   All  payments to Baan are due within  thirty days after the invoice  date,
      unless  specified  otherwise  in this  Agreement,  or within a  subsequent
      subcontractor agreement where Baan subcontracts to Company, or unless such
      amounts are in dispute as specified in Section 5.3 herein. Payments are to
      be paid to the invoice address.

4.3   If Company  disagrees  with an invoice,  it shall  contact Baan in writing
      within  fourteen  (14) days from the invoice date, in the absence of which
      the invoice shall be deemed to have been fully accepted by Company.

4.4   In the event,  of overdue  payment  (excepting  those payments that are in
      dispute)  Baan  reserves the right to charge  interest at one percent (1%)
      per month, until the date payment in full is received by Baan.


5.    Subcontracting
      --------------

5.1   Company shall not, without Baan's prior written  consent,  subcontract the
      delivery of Consulting  Services to  non-Advanced  Trained  consultants or
      non-Advanced Trained independent contractors for Product Consulting or DEM
      Consulting.

5.2   In  the  event  the  delivery  of   Consulting   Services  by  Company  is
      subcontracted by Baan, Company will provide  consultants to Baan at a rate
      not to  exceed 80  percent  of the  published  Baan  rates for  comparable
      consultants.  The  current  published  Baan rates are  attached  hereto as
      Schedule D.

5.3   In  the  event  the  delivery  of   Consulting   Services  by  Company  is
      subcontracted  by Baan,  Baan will pay  Company  for  Consulting  Services
      performed  within  14 days  after  payment  is  received  by Baan from the
      Customer,  or within sixty (60) days  whichever is sooner.  Baan agrees to
      use is best efforts,  including,  but not limited to, bringing collections
      actions, to obtain payment from such Customer.


6.    Intellectual Property Rights
      ----------------------------

6.1   Baan  hereby  represents  that it owns or has the  right  to  license  the
      Software and that, to the best of Baan's  knowledge as of the date of this
      Agreement  after  the  exercise  of due  diligence,  there  is no  pending
      litigation  involving  Baan's Software which would affect Company's use of
      the Software.

6.2   Company  acknowledges  that any and all of the  trade  marks,  copyrights,
      patents and other intellectual property rights, owned exclusively by Baan,
      used or embodied in or in connection with the Software shall be and remain
      the exclusive property of Baan.

6.3   Company shall ensure that the  appropriate  designation  for the Software,
      either (C)  (copyright) or (R)  (registered)  or "TM" (trade mark) or "SM"
      (service  mark), as applicable and as provided by Baan, for all copyrights
      and  trademarks,  shall  be  depicted  in  all  Company's  advertisements,
      publications, public presentations, packages and external correspondence.

6.4   In the  event of a  pending  seizure  of the  Software  by a  creditor  of
      Company,  Company shall immediately  inform Baan of this fact and take all
      reasonable measures to ensure that the valid, existing intellectual


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<PAGE>


      property rights of Baan are recognized.  All reasonable  expenses incurred
      by Baan in recovering seized Software from Company's creditors shall be at
      Company's expense and shall be paid by Company.

6.5   Baan  shall,  at its  expense,  defend  or  settle  any  claim,  action or
      allegation brought against Company that the Software infringes any patent,
      copyright,  trade secret or other proprietary right of any third party and
      shall  pay any  final  judgments  awarded  or  settlements  entered  into;
      provided  that  Company  gives prompt  written  notice to Baan of any such
      claim,  action or allegation of infringement  and gives Baan the authority
      to proceed as contemplated  herein.  Baan will have the exclusive right to
      defend any such claim,  action or allegation and make settlements  thereof
      at is own discretion, and Company may not settle or compromise such claim,
      action or allegation,  except with prior written consent of Baan.  Company
      shall give such assistance and information as Baan may reasonably  require
      to settle or oppose such claims.


7.     Liability
       ---------

7.1   If one of the  parties  does  not  properly  observe  one or  more  of his
      obligation(s) under the Agreement, the other party will grant him by means
      of a written declaration of material breach, thirty (30) days to cure this
      breach. If the party in breach fails to cure this breach, then such party,
      will be liable for the  compensation  of the damage  suffered by the other
      party, subject to the terms and conditions of this Agreement.

7.2   Except as set forth, Baan makes no warranties,  whether express,  implied,
      or statutory,  regarding or relating to the Software or the Documentation,
      or any  materials or services  furnished or provided to Company under this
      Agreement.   Baan  specifically   disclaims  all  implied   warranties  of
      merchantability  and fitness for a particular  purpose with respect to the
      Software,  Documentation  and said other materials and services,  and with
      respect to the use of any of the foregoing.

7.3   Neither  Party  shall  be  liable  for any loss of  profits,  loss of use,
      business interruption,  loss of data, cost of cover or indirect,  special,
      incidental and/or consequential  damages of any kind in connection with or
      arising  out of the  furnishing,  performance  or use of the  Software  or
      services performed  hereunder,  whether alleged as a breach of contract or
      tortious  conduct,  including  negligence,  even if that  Party  has  been
      advised of the  possibility  of such damages.  In addition,  neither Party
      will be liable for any damages caused by delay in delivery,  or furnishing
      the Software or said services.  Baan's  liability under this Agreement for
      direct, indirect,  special, incidental and/or consequential damages of any
      kind, including, without limitation,  restitution, will not, in any event,
      exceed the amount paid to Baan by Company under this Agreement.

7.4   Notwithstanding  anything  to  the  contrary,   contained  herein,  Baan's
      liability  under Section 6.5 shall not be subject to any of the limitation
      of liability contained in this Section 7.


8.    Termination or expiry
      ---------------------

8.1   Notwithstanding  any provisions  contained  herein,  this Agreement may be
      terminated with immediate effect by either party upon written notification
      by the  party  not at fault  to the  other  party if any of the  following
      events  takes place:  (i) if the other  party,  at any time is in material
      breach of any term,  condition or provision  of this  Agreement,  and such
      breach,  if capable of being cured,  is not cured within thirty (30) days,
      upon  receipt  of a  written  notification  from  the  party  not at fault
      specifying such breach; or (ii) if either party becomes insolvent,  admits
      in  writing  is  inability  to pay is  debts  as  they  mature,  makes  an
      assignment for the benefit of its creditors, files or has filed against it
      by a third party any petition under any Bankruptcy  Act, or an application
      for a  receiver  of either  party is made by anyone and such  petition  or
      application  is not resolved in favor of such party within sixty (60) days
      after such event taking place. If


--------------------------------------------------------------------------------
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                                                                         2/10/97

                                       9
<PAGE>


      any of these evens occur,  termination shall become effective forthwith or
      on the date set forth in the written notice of termination.

8.2   Upon expiry,  or  termination  (for  whatever  reason) of this  Agreement,
      Company  shall  return  or  destroy  (as  Baan  shall  instruct)  within a
      reasonable  period  of  time  thereafter  any   Documentation,   technical
      information and any other data in respect of the Software supplied by Baan
      to Company  during the term of this  Agreement and all and any copies made
      in whole or in part of the same,  and if requested,  Company shall furnish
      Baan  with a written  statement  certifying  that the same has been  done,
      except  for (a) such  supporting  software,  information  and  data  which
      Company will require to support the Software  beyond the date of expiry or
      termination  provided  Baan  permits  Company  to do so, or (b)  copies of
      information  which  Company  may be  required  to keep  under the rules or
      regulations  governing  professional  consultants and/or  accountants.  If
      Company has paid for any items which are  required to be returned to Baan,
      then,  upon the  return of such items  from  Company  to Baan,  Baan shall
      reimburse Company for such items.

8.3   Termination  of this Agreement  shall not affect the provisions  regarding
      the Parties' treatment of Confidential Information, provisions relating to
      the payment of amounts due, or provisions  limiting or disclaiming  Baan's
      liability, which provisions will survive termination of this Agreement.

8.4   Sections  6.5,  14 and 17  herein  shall  survive  termination  of  this
      --------------------------
      Agreement.


9.    Force Majeure
      -------------
      Neither  party will incur any  liability  to the other party on account of
      any loss or damage  resulting  from any delay or failure to perform all or
      any part of this Agreement if such delay or failure is caused, in whole or
      in part, by events,  occurrences, or causes beyond the control and without
      negligence  of the  parties.  Such  evens,  occurrences,  or  causes  will
      include, without limitation,  acts of God, strikes,  lockouts, riots, acts
      of war,  earthquakes,  fire  and  explosions,  but the  inability  to meet
      financial obligations is expressly excluded.

10.   Waiver
      ------
      Any waiver of the  provisions of this  Agreement or of a party's rights or
      remedies under this Agreement must be in writing to be effective. Failure,
      neglect,  or delay by a party to enforce the  provisions of this Agreement
      or its rights or remedies at any time,  will not be construed and will not
      be deemed to be a waiver of such party's  rights under this  Agreement and
      will not in any way affect the  validity  of the whole or any part of this
      Agreement  or  prejudice  such party's  right to take  subsequent  action.
      Except as expressly  stated in this Agreement,  no exercise or enforcement
      by either party of any right or remedy under this  Agreement will preclude
      the  enforcement  by such  party of any other  right or remedy  under this
      Agreement or that such party is entitled by law to enforce.

11.   Severability
      ------------
      If any term,  condition,  or  provision  in this  Agreement is found to be
      invalid,  unlawful  or  unenforceable  to any extent,  the  parties  shall
      endeavor in good faith to agree to such amendments that will preserve,  as
      far as  possible,  the  intentions  expressed  in this  Agreement.  If the
      parties fail to agree on such an amendment,  such invalid term,  condition
      or provision  will be severed from the  remaining  terms,  conditions  and
      provisions, which will continue to be valid and enforceable to the fullest
      extent permitted by law.

12.   Assignment
      ----------
      Neither this Agreement nor any rights under this Agreement may be assigned
      or  otherwise  transferred  by  Company,  in  whole  or in  part,  whether
      voluntary or by operation of law, including by way of sale of


--------------------------------------------------------------------------------
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                                                                         2/10/97

                                       10
<PAGE>


      assets,  merger or  consolidation,  without the prior  written  consent of
      Baan,  which  consent will not be  unreasonably  withheld.  Subject to the
      foregoing,  this  Agreement  will be  binding  upon and will  inure to the
      benefit of the parties and their respective successors and assigns.


13.   Independent Parties
      -------------------
      The parties  shall at all times be  independent  Parties and shall present
      themselves to all other parties as such. Nothing in this Agreement will be
      construed to make either  Party,  and each party agrees that it is not, an
      agent, employee, franchisee, joint venturer or legal representative of the
      other Party. Except as otherwise provided in this Agreement, neither Party
      will either have nor  represent  itself to have any  authority to bind the
      other Party or act on is behalf.


14.   Confidential information
      ------------------------
      Company  and  Baan  shall  treat  all  proprietary,   and/or  confidential
      information  of each other as strictly  confidential.  The parties  hereby
      agree  that all terms  and  conditions  of this  Agreement  and  Schedules
      thereto  shall be  treated  as  confidential  and shall  not be  disclosed
      without the other  party's  prior written  consent.  This  confidentiality
      undertaking  shall  not  apply  to any  part  of the  proprietary,  and/or
      confidential  information of which the recipient party can prove that: (i)
      it was  known  to it  prior  to being  furnished  to the  recipient  party
      hereunder (as evidenced by written record predating such disclosure); (ii)
      it is, or becomes public knowledge through no fault or breach of the terms
      of this  Agreement  by the  recipient  party;  (iii)  is  received  by the
      recipient  party from a third party in good faith and not in breach of any
      agreement;  or (iv) is independently  acquired by the recipient party as a
      result of work carried out by an employee of the  recipient  party to whom
      no disclosure of this  proprietary,  and/or  confidential  information has
      been made. If a Baan-dedicated  consultant is moved from the Baan practice
      to a Company practice of a direct competitor of Baan, Company shall ensure
      that all that consultant's access to Baan confidential information sources
      (e.g.,  access  to  Baan  alliance  databases)  and to  Baan  confidential
      information is terminated immediately.


15.   Amendments to this Agreement.
      ----------------------------
      This  Agreement  may not be  amended,  except by a writing  signed by both
      parties.


16.   Counterparts.
      -------------
      This Agreement may be executed in counterparts,  each of which so executed
      will be deemed  to be an  original  and such  counterparts  together  will
      constitute one and the same agreement.


17.   Applicable law and arbitration
      ------------------------------
      This Agreement will be  interpreted  and construed in accordance  with the
      laws of the State of California and the United States of America,  without
      regard to conflict of law principles.


--------------------------------------------------------------------------------
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                                                                         2/10/97

                                       11


<PAGE>


                                   SCHEDULE B

                         CONSULTING ALLIANCE MAINTENANCE
                              AND SUPPORT AGREEMENT
































--------------------------------------------------------------------------------
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                                                                         2/10/97

                                       12


<PAGE>


                                   SCHEDULE C

                            BAAN'S TARGETED COUNTRIES


                                      1997                 1998
                                      ----                 ----
AMERICAS                              U.S.A.               U.S.A.
                                      Canada               Canada
                                      Brazil               Brazil
                                                           Mexico

EUROPE/MIDDLE EAST/AFRICA             The Netherlands      The Netherlands
                                      Germany              Germany
                                      Italy                Italy
                                      United Kingdom       United Kingdom
                                      France               France
                                                           Nordic

ASIA PACIFIC                          Japan                Japan
                                      India                India
                                      Korea                Korea
                                                           Australia
                                                           Chinas






--------------------------------------------------------------------------------
                                                                    SOH142r4.doc
                                                                         2/10/97

                                       13


<PAGE>


                                   SCHEDULE D

                         BAAN'S CURRENT PUBLISHED RATES


                      PROFESSIONAL SERVICES TO BE PROVIDED


BAAN FIELD CONSULTING RESOURCE                           HOURLY RATE *
------------------------------                          ---------------

Sr. Implementation Specialist, Program Manager          $ 375   ($3000)

Implementation Specialist/Project Manager               $ 250   ($2000)

Implementation Support Mgr./Implementation Auditor      $ 250   ($2000)

Product Specialist                                      $ 225   ($1800)

Technical Specialist                                    $ 200   ($1600)

Programmer Analyst                                      $ 150   ($1200)


CENTER OF EXPERTISE RESOURCES                            HOURLY RATE *
-----------------------------                           ---------------

Sr. Implementation Consultant/Sr. Program Manager      $ 425    ($3400)

Sr. Product Consultant                                 $ 375    ($3000)

Product Consultant                                     $ 250    ($2000)


NOTES:
------
It is Baan's  practice  to charge by the hour,  for  convenience  we indicate in
parenthesis what the charge would be for an eight hour day. All quotes should be
done using the hourly rate.

Minimum time:  In general,  we do not accept work of less than one day duration.
------------
If  requested  by the  customer,  and agreed  upon by Baan,  this work will be a
custom quote.

Custom  Modification:  Charges  above  do not  apply  for  developing  interface
--------------------
programs to software or hardware not directly  provided by BAAN,  this work will
be a custom quote.

Travel & Living Costs: In addition to above rates,  there are charges for travel
---------------------
and living expenses as incurred (hotel,  meals,  travel costs, etc.) Travel time
is considered  billable time, from  consultant's home to customer site billed at
50% of hourly rate.  Customer may request a per diem charge.  Baan is willing to
negotiate a per diem for long term assignments. Baan's policy for per diem rates
is to follow IRS guidelines.

Remote  Support:  All support  provided  remotely from consultant home office or
---------------
Baan office  will be  surcharged  by  $60/hour to account for long  distance/fax
charges.  This  charge is in  addition  to the  hourly  consulting  fee and is a
blended rate to cover cell phone charges, long distance direct dial charges, fax
charges, and home office secretarial support.

Discounting  of  Services:  It  is  Baan's  policy  to NOT  discount  Consulting
-------------------------
Services and Training fees, except for the following situations;
-  Consulting  Package is paid up front  in  increments  of $250K,  and  charges
   deducted  from prepaid  account  When balance is used,  rates go back to list
   price or account must be replenished. 10% discount available for prepayment.
-  Resource  utilization of 5 billable days  per week guaranteed for a period of
   six months for one  resource.  If  resource is used after that period with no
   additional lock-in, rate reverts to list price. Discount only applies to each
   consulting level guaranteed, at 10% off list.

Rate Increases:  Baan reserves the right to modify consulting and training rates
--------------
with 90 days  notice.  We will not  agree to cap  rates  for the  duration  of a
contract or to a minimum  level per year.  Any forced  negotiation  of this type
will have a direct  impact on the quality of resource Baan is able to provide on
the  implementation  team.  It is Baan's  general  policy to modify  rates on an
annual basis.


--------------------------------------------------------------------------------
                                                                    SOH142r4.doc
                                                                         2/10/97

                                       14


<PAGE>


              ADDENDUM NUMBER ONE TO CONSULTING ALLIANCE AGREEMENT
              ----------------------------------------------------



This is Addendum Number One (the "Addendum") to that certain Consulting Alliance
Agreement  dated       , 1997 (the  "Agreement"),  by and between  Intelligroup,
                 ------
Inc. ("Company") and Baan International B.V. ("Baan").

In  consideration of the mutual covenants set forth herein and in the Agreement,
Company and Baan agree as follows:

Priority. The parties agree that the Agreement is hereby amended as set forth in
--------
this Addendum.  Any inconsistency  between this Addendum and the Agreement shall
be resolved in favor of the intent of the parties as expressed by this Addendum.
Terms used herein with the initial  letter  capitalized  which are not otherwise
defined  herein,  shall have the meaning given said terms in the Agreement.  The
Agreement as amended by this Addendum  Number One shall remain in full force and
effect.


2.5 Orgware and Baan Methodology  Compliance.  The following  sentence is hereby
    -----------------------------------------
added to the end of  Section  2.5:  "Baan  shall  treat all  proprietary  and/or
confidential  information  regarding  Company's  methodology,  format of Project
proposal,  and format of Project budget, as strictly  confidential and shall not
disclose such information without Company's prior written consent."


3.4  Maintenance  and Support.  The words "Schedule B hereof" in Section 3.4 are
     -------------------------
hereby  deleted  and  replaced  with the  words  "the  Maintenance  and  Support
Agreement entered into by the parties dated 28 February 1997".


3.13 Fee.  The  following  is hereby  added to the end of  Section  3. 13:  "For
     ----
calendar year 1997,  Baan shall charge no additional  fees to Company for any of
the  privileges set forth in Sections 3.1 through 3. 12. For calendar year 1998,
the fee that Baan shall charge  Company for the  privileges set forth in Section
3.1 through 3.12 shall be US$50,000, which shall include single-site Maintenance
and Support for USA and single-site Maintenance and Support for India."


4.  (Schedule A) Payment.  The following  sentence is hereby added to the end of
                 --------
Section 4.1 of Schedule A: "A Baan  Literature  and  Distribution  Center  Order
Form, which lists the prices for Baan literature, is attached hereto as Schedule
B."


12.  (Schedule A)  Assignment.  The following text is inserted at the end of the
                   -----------
first sentence of Section 12 of Schedule A, before the period:

            "or delayed,  provided  that Company may,  without the prior written
consent  of Baan,  assign  this  Agreement  in whole  to a  successor  to all or
substantially all of its assets by sale, merger or acquisition which has assumed
in writing or by operation of law Company's obligations under this Agreement and
which does not make software which is in competition with the Software.  Company
may, if it believes that software  made  available by a prospective  assignee is
not in competition with the Software but wishes to obtain an acknowledgment from
Baan that Baan agrees with that  belief,  request  such an  acknowledgment  from
Baan, and Baan will not unreasonably  withhold or delay that acknowledgment.  In
the event that  Company  assigns this  Agreement to a successor  which does make
software  which  is in  competition  with the  Software,  this  Agreement  shall
terminate effective immediately."


<PAGE>


                                                          Addendum Number One To
                                                   Consulting Alliance Agreement
                                                              Intelligroup, Inc.
================================================================================


14. (Schedule A) Confidential information.  The following is hereby added to the
                 -------------------------
end of the third sentence of Section 14 of Schedule A, before the period:

"; (v) is required to be disclosed by the receiving party by order of a court of
competent  jurisdiction,  administrative  agency or governmental body, or by any
law, rule or regulation,  or by subpoena,  or any other  administrative or legal
process, or by applicable regulatory or professional standards."

The last sentence of Section 14 of Schedule A is hereby deleted.


Schedule B The words "CONSULTING  ALLIANCE MAINTENANCE AND SUPPORT AGREEMENT" in
----------
Schedule B are hereby deleted and replaced with the following:

"BAAN LITERATURE DISTRIBUTION CENTER ORDER FORM"


--------------------------------------------------------------------------------
              Baan Literature
              Distribution center
              Order Form
--------------------------------------------------------------------------------
Part Number      Description                     Number    Unit   Quantity  Cost
                                                 of        Cost   ordered
                                                 pieces
                                                 per
                                                 unit
--------------------------------------------------------------------------------
              Baan Audio/Video
--------------------------------------------------------------------------------
19004 US      CD ROM Baan World '96                 1      $4.00             $-
--------------------------------------------------------------------------------
19005 US      Baan IV Opening Video                 1      $5.30             $-
--------------------------------------------------------------------------------
19012 US      Jan Baan Video                        1      $5.30             $-
--------------------------------------------------------------------------------
19013 US      Andries Bottema                       1      $5.30             $-
--------------------------------------------------------------------------------
33206A        Baan/Microsoft Video Announcement     1      $5.30             $-
--------------------------------------------------------------------------------
19102         Baan IV BackOffice Video - VHS Tape   1      $2.50             $-
--------------------------------------------------------------------------------
19103         Baan IV BackOffice Video - PAL Tape   1      $2.50             $-
--------------------------------------------------------------------------------
19104         Bunting Windows Video - VHS Tape      1      $2.50             $-
--------------------------------------------------------------------------------
19105         Bunting Windows Video - PAL Tape      1      $2.50             $-
--------------------------------------------------------------------------------
19106         Baan for the Microsoft Market -       1      $2.50             $-
              VHS Tape
--------------------------------------------------------------------------------
19107         Baan for the Microsoft Market -       1      $2.50             $-
              PAL Tape
--------------------------------------------------------------------------------
              Baan Reprints
--------------------------------------------------------------------------------
19001 US      CompWorld-The Don of Baan            50    $175.00             $-
--------------------------------------------------------------------------------
1902 US       Wall Street Reprint--Out of Nowhere  50     $21.00             $-
--------------------------------------------------------------------------------
19003 US      Baan Storm Reprint                   50    $100.00             $-
--------------------------------------------------------------------------------
19007 US      Computer World--High Flying Baan     50      $7.00             $-
--------------------------------------------------------------------------------
19008 US      CIME Reprint: Revving Up Production  50      $9.50             $-
--------------------------------------------------------------------------------
19015 US      Fortune Reprint: Hip, Hot, 'N'       50     $48.00             $-
              Happening
--------------------------------------------------------------------------------
19018 US      Computer World--Baan IV              50     $16.50             $-
              Implementation
--------------------------------------------------------------------------------
19026 US      Computing Canada--Faster             50     $10.50             $-
              Implementation
--------------------------------------------------------------------------------
19028         ATP--Giving SAP a Run for its Money  50     $37.50             $-
--------------------------------------------------------------------------------


                                       2
                                                                     Int.AdC.doc
                                                                        97/09/26

<PAGE>


                                                          Addendum Number One To
                                                   Consulting Alliance Agreement
                                                              Intelligroup, Inc.
================================================================================

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

19029         Software--Jan Baan: This Avis is...  50     $17.50             $-
--------------------------------------------------------------------------------
19030         Microsoft/Baan Reprint in            50     $50.00             $-
              Computerworld
--------------------------------------------------------------------------------
19031         Aberdeen Report Profile              50     $18.00             $-
--------------------------------------------------------------------------------
13029         Heavy Equipment Industry             25     $30.00             $-
--------------------------------------------------------------------------------
19032         Information Week - Baan Aims for     50    $ 15.00             $-
              New Base
--------------------------------------------------------------------------------
19033         Investors Business Daily -           50     $15.00             $-
              February 19, 1997
--------------------------------------------------------------------------------
19034         Communications Week                  50     $15.00             $-
--------------------------------------------------------------------------------
19036         Industry Week                        25     $15.00             $-
--------------------------------------------------------------------------------
19037         Gartner Group Report                 10     $35.00             $-
--------------------------------------------------------------------------------
19040         AMR Alert on Manufacturing - Aurum   25     $25.00             $-
              Acquisition
--------------------------------------------------------------------------------
              Baan and Microsoft
--------------------------------------------------------------------------------
098-66141     UPDATED Microsoft Solution Product   25     $50.00             $-
              Guide
--------------------------------------------------------------------------------
19017 US      Baan/Microsoft White Polo Shirt       1     $22.00             $-
              w/logo
--------------------------------------------------------------------------------
9622 US       Baan/Microsoft brochure: Enable      25     $43.75             $-
              Dynamic
--------------------------------------------------------------------------------
9622A US      Box: Enterprise Computing             1      $8.00             $-
              RFP Standards Material
--------------------------------------------------------------------------------
19019 US      Cover/Spine Slip                      5     $12.50             $-
--------------------------------------------------------------------------------
19021 US      Tabs                                  5     $26.00             $-
--------------------------------------------------------------------------------
19022 US      Binder--2 inch                        5     $27.00             $-
--------------------------------------------------------------------------------
19023 US      Title Page                            5      $3.25             $-
--------------------------------------------------------------------------------
              Baan Success Stories
--------------------------------------------------------------------------------
15001 -796 US Global Industrial Technologies       25     $18.75             $-
--------------------------------------------------------------------------------
15002-696 US  Parr Instruments                     25     $13.50             $-
--------------------------------------------------------------------------------
15003-696 US  Teledyne                             25     $13.5              $-
--------------------------------------------------------------------------------
15004-696 US  Teknion                              25     $13.50             $-
--------------------------------------------------------------------------------
9626 US       Bull Electronics                     25     $30.00             $-
--------------------------------------------------------------------------------
9634 US       Transfield Defense Systems           25     $30.00             $-
--------------------------------------------------------------------------------
9635 US       Hitachi                              25     $30.00             $-
--------------------------------------------------------------------------------
9636 US       Kee Hin industries                   25     $30.00             $-
--------------------------------------------------------------------------------
9637 US       Kvaerner Singapore                   25     $30.00             $-
--------------------------------------------------------------------------------
9638 US       Mercedes-Benz                        25     $30.00             $-
--------------------------------------------------------------------------------
9639 US       Messer Griesheim                     25     $30.00             $-
--------------------------------------------------------------------------------
9640 US       Palmco Oil                           25     $30.00             $-
--------------------------------------------------------------------------------
              Baan IV Brochures
--------------------------------------------------------------------------------
9602 US       Product Overview                     25     $43.75             $-
--------------------------------------------------------------------------------
9603 US       Corporate Overview                   25     $43.75             $-
--------------------------------------------------------------------------------
9608 US       Orgware                              25     $43.75             $-
--------------------------------------------------------------------------------
9609 US       Manufacturing                        25     $43.75             $-
--------------------------------------------------------------------------------
9610 US       Distribution & Transportation        25     $43.75             $-
--------------------------------------------------------------------------------
9611 US       Finance                              25     $43.75             $-
--------------------------------------------------------------------------------
9612 US       Project                              25     $43.75             $-
--------------------------------------------------------------------------------


                                       3
                                                                     Int.AdC.doc
                                                                        97/09/26

<PAGE>


                                                          Addendum Number One To
                                                   Consulting Alliance Agreement
                                                              Intelligroup, Inc.
================================================================================

--------------------------------------------------------------------------------
9613 US       Service                              25     $43.75             $-
--------------------------------------------------------------------------------
9614 US       Tools                                25     $43.75             $-
--------------------------------------------------------------------------------
              Baan Vertical Market information
--------------------------------------------------------------------------------
9604 US       Automotive Brochure                  25     $43.75             $-
--------------------------------------------------------------------------------
9605 US       Electronics Brochure                 25     $43.75             $-
--------------------------------------------------------------------------------
9606 US       Project Industries Brochure          25     $43.75             $-
--------------------------------------------------------------------------------
9607 US       Process Industries Brochure          25     $43.75             $-
--------------------------------------------------------------------------------
9641 US       Aerospace & Defense Brochure         25     $43.75             $-
--------------------------------------------------------------------------------
19014         Transmission--Automotive Journal #1   1      $4.30             $-
--------------------------------------------------------------------------------
13021         Transmission--Automotive Journal #2   1      $4.50             $-
--------------------------------------------------------------------------------
10001 US      Baan Electronics Overview            25     $33.50             $-
--------------------------------------------------------------------------------
              Baan Training and Support
--------------------------------------------------------------------------------
9642 US       Global Support Brochure               1      $4.30             $-
--------------------------------------------------------------------------------
9643 US       Global Support Brochure and CD ROM    1     $24.20             $-
--------------------------------------------------------------------------------
              Baan Products--Other
--------------------------------------------------------------------------------
11000 US      1995 Annual Report                    5     $37.50             $-
--------------------------------------------------------------------------------
11096         1996 Annual Report                    5     $37.50             $-
--------------------------------------------------------------------------------
19025 US      Baan/HP T-shirt                       1      $4.00             $-
--------------------------------------------------------------------------------
19006 US      The Baan Book--Ongoing Innovation     1     $13.00             $-
--------------------------------------------------------------------------------
19101         DEM Book                              1     $50.00             $-
--------------------------------------------------------------------------------
9616 US       Baan Presentation Folder              1      $1.30             $-
--------------------------------------------------------------------------------
19500         Baan Merchandise 4-color catalog      1      $3.00             $-
--------------------------------------------------------------------------------
19501         CONTINUE Brochure                     1      $1.50             $-
--------------------------------------------------------------------------------
2100US        Baan Capital Brochure (leasing       10      $9.00             $-
              program)
--------------------------------------------------------------------------------
250010-597    Baan Technology for the Enterprise   10     $32.00             $-
              - White paper
--------------------------------------------------------------------------------
00BAG         Trade Show Bag                        1      $1.00             $-
--------------------------------------------------------------------------------
              Baan Partners
--------------------------------------------------------------------------------
12001         Solution      Partner      Program   25     $25.00             $-
              Brochure-VAR
--------------------------------------------------------------------------------
12012         Baan Consulting Brochure             25     $42.50             $-
--------------------------------------------------------------------------------
12002         Baan and Sterling Commerce Solution   1    Free!                0
--------------------------------------------------------------------------------
19502         Baan World Users Brochure             1      $2.50             $-
--------------------------------------------------------------------------------
19011-596US   E&Y Baan Service Timely Solution     10    Free!                0
--------------------------------------------------------------------------------
12005         Baan/DB2 Brochure                    25     $12.50             $-
--------------------------------------------------------------------------------
12009         Baan/Compaq Brochure                 25     S25.00             $-
--------------------------------------------------------------------------------
12010         Managing Automation                  25     $25.00             $-
--------------------------------------------------------------------------------
12011         Deloitte&Touche Fast Track Brochure  10    $ 10.00             $-
--------------------------------------------------------------------------------
12015         Deloitte&Touche Process Brochure     10    $ 10.00             $-
--------------------------------------------------------------------------------
12013         Deloitte&Touche Automotive Brochure  10    $ 10.00             $-
--------------------------------------------------------------------------------
12014         Deloitte&Touche A&D Brochure         10    $ 10.00             $-
--------------------------------------------------------------------------------
12020-597     Solution Partners Guide               1      $6.75             $-
--------------------------------------------------------------------------------
12000-796     Baan Service Partner Guide            1      $8.33             $-
--------------------------------------------------------------------------------


                                       4
                                                                     Int.AdC.doc
                                                                        97/09/26

<PAGE>


                                                          Addendum Number One To
                                                   Consulting Alliance Agreement
                                                              Intelligroup, Inc.
================================================================================

                                                                             $-
                                          LDC
                                          Order
                                          Total:
                                          ======================================




IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first
written above.


Baan:                                Company:

BAAN INTERNATIONAL B.V.              INTELLIGROUP, INC.

By:    /s/ Christine B. Pittman      By:    /s/ Sophia M. Zouras
       ------------------------             --------------------

Name:  Christine B. Pittman          Name:  Sophia M. Zouras

Title:  Vice President, BAAN         Title: Vice President, Marketing & Business
        Consulting                          Development

Date:   26 September 1997            Date:  29 September 1997




                                       5
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