AGREEMENT AND WAIVER

     THIS  AGREEMENT AND WAIVER WITH RESPECT TO AMENDED AND RESTATED  PROMISSORY
NOTE (the  "Waiver"),  is entered  into as of September  29, 2000,  by SeraNova,
Inc., a New Jersey  corporation  (the "Obligor") and  Intelligroup,  Inc., a New
Jersey corporation (the "Holder").

     WHEREAS,  the Obligor and the Holder entered into that certain  Amended and
Restated Promissory Note dated as of May 31, 2000 (the "Note");

     WHEREAS,  the Obligor has consummated an equity financing with Strong River
Investments, Inc. and certain other investors (the "Financing") for an aggregate
amount of eight million dollars ($8,000,000);

     WHEREAS,  Section 3 of the Note  provides  that in the  event  the  Obligor
consummates  any debt or equity  financing,  the Obligor  shall make a mandatory
prepayment to the Holder in an amount to be determined pursuant to a schedule of
mandatory prepayments contained in Section 3 of the Note;

     WHEREAS,  the Obligor has, following the Financing,  not made to the Holder
the  mandatory  prepayment  required by the mandatory  prepayment  provisions of
Section 3 of the Note to be made in the event of the Financing; and

     WHEREAS,  the  Obligor  and the  Holder  desire,  in light  of the  current
operations  of the  Obligor and the  Holder,  to waive,  subject to and upon the
terms  contained  herein,  the mandatory  prepayment  obligations of the Obligor
under  the terms of the Note  arising  as a result  of the  consummation  of the
Financing.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  Obligor  and the  Holder,
intending to be legally bound, agree as follows:

1.   Defined Terms.   Capitalized  terms  used in  this  Waiver  shall  have the
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meanings  assigned to such terms in the Note,  unless a different  definition is
provided in this Waiver.

2.   Conditions to the Waiver of the Holder.  The  effectiveness  of the  waiver
     --------------------------------------
provided by the Holder under this Waiver is subject to the following  conditions
being satisfied:

     (a)  Payment. The Obligor shall pay to the Holder (i) five hundred thousand
          -------
          dollars  ($500,000)  upon the  execution  of this  Waiver;  (ii)  five
          hundred thousand  dollars  ($500,000) on or before each of January 31,
          2001, February 28, 2001, March 31,

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          2001, April 30, 2001 and May 31, 2001; and (iii) four hundred thousand
          dollars ($400,000) on or before December 15, 2000 to be applied either
          as (A) an advance payment towards a contemplated  services arrangement
          between the Holder and the Obligor  relating to hosting  services  for
          business  critical  systems (the "Hosting  Agreement");  or (B) in the
          event that no such Hosting Agreement is executed on or before December
          15,  2000,  an  additional  advance  prepayment  toward the  principal
          balance of the Note.

     (b)  If any payment  pursuant to Section  2(a) of this Waiver  shall become
          due on a Saturday,  Sunday or on any legal holiday, such payment shall
          be made on the next  succeeding  business day. The Obligor shall be in
          default under this Waiver in the event Obligor fails to timely satisfy
          its payment  obligations  pursuant to  Section2(a)  of this Waiver and
          such  failure to pay shall  continue  unremedied  for a period of five
          business  days  following  the due date of such  payment  set forth in
          Section 2(a) of this Waiver;

     (c)  Representations  and Warranties.   The following  representations  and
          -------------------------------
          warranties  of the parties shall be true and correct as of the date of
          this Waiver:

          (i) Of the  Obligor:  Except as set  forth  herein,  to the  Obligor's
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     knowledge,  no event or condition  has occurred or exists  which,  with the
     giving of notice or the passage of time, or both, would constitute an Event
     of Default under the Note.

          The execution and delivery of this Waiver and the  consummation of the
     transactions contemplated hereby and by any other documents executed by the
     Obligor  required to be  delivered  to the Holder in  connection  with this
     Waiver has been duly and  validly  authorized  by the  Obligor and all such
     documents together constitute the legal, valid and binding agreement of the
     Obligor,   enforceable   against  the  Obligor  in  accordance  with  their
     respective terms,  except to the extent that  enforceability of any of such
     document  may  be  limited  by  bankruptcy,   insolvency,   reorganization,
     moratorium or other similar laws affecting the  enforceability of creditors
     rights generally or general equitable principles.

          (ii) Of the Holder:  The execution and delivery of this Waiver and the
               -------------
     consummation  of the  transactions  contemplated  hereby  and by any  other
     documents executed by the Holder required to be delivered to the Obligor in
     connection  with this Waiver have been duly and validly  authorized  by the
     Holder and all such  documents  together  constitute  the legal,  valid and
     binding  agreement  of  the  Holder,  enforceable  against  the  Holder  in
     accordance  with  their  respective  terms,   except  to  the  extent  that
     enforceability  of any of  such  document  may be  limited  by  bankruptcy,
     insolvency, reorganization,  moratorium or other similar laws affecting the
     enforceability   of  creditors  rights   generally  or  general   equitable
     principles.


<PAGE>



3.   Waiver of  Compliance.  The  following  waiver by Holder shall be effective
     ---------------------
so  long  as the  Obligor  is in  compliance  with  and  satisfies  the  payment
obligations set forth in Paragraph 2(a) of this Waiver:

     (a)  With  respect  to  the  Financing   only,  the  Holder  hereby  waives
          compliance by the Obligor with the mandatory prepayment obligations of
          Section  3 of the Note and the  requirement  that the  Obligor  make a
          mandatory  prepayment of principal to the Holder in an amount equal to
          three  million  dollars  ($3,000,000)  and agrees not to exercise  its
          rights  under  Section 7 of the Note.  Notwithstanding  the  foregoing
          waiver of prepayment, all unpaid amounts of principal and interest due
          under the Note shall remain the obligation of the Obligor and shall be
          due and payable  pursuant to the terms of the Note, as amended by this
          Waiver.  This Waiver shall not apply to any subsequent  equity or debt
          financings by the Obligor.

4.   Notice.  Obligor hereby waives  presentment,  demand,  protest or notice of
     ------
any kind in connection with this Waiver.

5.   Currency.   All references to "$"  or  "dollars"  herein shall mean  United
     --------
States dollars.

6.   Entire Agreement.   The  Note  (including  the  documents  and  instruments
     ----------------
referred  to  therein),  as  modified  by this  Waiver,  constitutes  the entire
agreement and supersedes all other prior  agreements  and  understandings,  both
written and oral, between the parties with respect to the subject matter thereof
and hereof.

7.   Counterparts. This Waiver may be signed in any number of counterpart copies
     ------------
and by the parties  hereto on separate  counterparts,  but all such copies shall
constitute one and the same instrument.

8.   Limitation of Waiver.  This Waiver shall not, except as expressly set forth
     --------------------
above, serve to waive, supplement or amend the Note, which Note shall, except as
amended hereby, remain in full force and effect.

                           [Signature Page to Follow]


<PAGE>


     WITNESS the due  execution of this Waiver as a document  under seal,  as of
the date first written above.

                                          SERANOVA, INC.


                                          By:  /s/ David Rogers
                                              ----------------------------------

                                          Print Name:  David Rogers
                                                      --------------------------

                                          Title:  Sec / Treas
                                                 -------------------------------


                                          INTELLIGROUP, INC.


                                          By:  /s/ Nicholas Visco
                                              ----------------------------------

                                          Print Name:  Nicholas Visco
                                                      --------------------------

                                          Title:      VP Finance and CFO
                                                 -------------------------------