Implementation Partner Agreement
                        --------------------------------



This Agreement  ("Agreement") is made as of July 15, 1997 the ("Effective Date")
by and between PeopleSoft,  Inc. ("PeopleSoft"),,  a Delaware corporation having
an office at 4305 Hacienda Drive, Pleasanton, California 94588 and Intelligroup,
Inc.  ("Implementation  Partner"),  having an  office  at 517  Route One  South,
Iselin, NJ 08830.

The PeopleSoft contact for this Agreement is:   Jeff McClure
                                                Telephone: (510) 468-2315

The Implementation Partner contact for this     Sophia Zouras
Agreement is:                                   Telephone: (908) 726-2133

The parties agree as follows:


1.     DEFINITIONS
       -----------

"End Users" means only those end user  customers of PeopleSoft who have licensed
the Software  directly from  PeopleSoft for internal use in the  Territory.  End
Users do not include entities with reseller or distribution rights.

"Implementation   Tools"   shall   consist   only  of  software   developed   by
Implementation Partner, using the Software which Implementation Partner utilizes
solely in connection with the provision of Services to End Users. Implementation
Tools do not include any PeopleSoft Software.

"Services" means the services provided by  Implementation  Partner to assist End
Users with the planning for and implementation of the Software. Services consist
of assistance with system  specifications  and system design;  project guidance;
training End Users in the design, implementation, documentation and operation of
the system, assistance with system modifications and enhancements; and technical
advice in the system  implementation.  Services may include a license grant from
Implementation  Partner to the End User to use the Implementation Tools designed
specifically  for the End User.  Services  may not include the  presentation  of
standard  functional or technical  PeopleSoft  Education Services courses to End
Users, or re-distribution  of PeopleSoft  Education Services course materials in
any media format.

"Software"  means any or all portions of the binary computer  software  programs
(including  corresponding source code) and Documentation  provided by PeopleSoft
or made by  Implementation  Partner with  PeopleSoft's  prior  written  consent,
whether in  machine-readable  or printed  form only as listed in the  applicable
Schedule  and  all  corrections  or  updates  thereto.   Software  includes  the
third-party  software  only as specified in the Schedule.  Software  includes an
object  code  version  of  PeopleTools  but  does  not  include  source  code to
PeopleTools.  Unless specifically stated otherwise, all Software is delivered to
Implementation Partner only if and when generally commercially available.

"Term" means the period commencing on the Effective Date and ending one (1) year
thereafter.

"Territory" means United States only.


2.     LICENSE TO USE SOFTWARE
       -----------------------

PeopleSoft   agrees   to   grant   Implementation   Partner   a   non-exclusive,
non-transferable  license  to use the  Software,  pursuant  to the  terms of the
Implementation  Partner  Software License  Agreement,  attached as Exhibit A and
made a part hereof.


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Implementation Partner may:

     -    Use the Software to develop  Implementation Tools solely in connection
          with  Implementation  Partner's  provision  of  Services  to End Users
          located in the Territory;
     -    Use the Software to develop training  programs for consultants  and/or
          End  Users so long as  Implementation  Partner  does not  market  such
          training or so long as such  training  does not compete with  training
          courses currently available to End Users through PeopleSoft;
     -    Use the Software to develop competency and solution centers to support
          sales and service to End Users; and
     -    Acquire  additional  Software licenses for use in connection with this
          Agreement.

Implementation Partner may not:

     -    Use the  Software  to  provide  training  services  to any End User as
          specified above;
     -    Transfer a Software license to End User or any other third party;
     -    Distribute, market or resell a Software license;
     -    Provide  Services to PeopleSoft  distributors or resellers  including,
          but not  limited  to,  ADP or  Electronic  Data  Systems  for  further
          distribution or marketing; or
     -    Take any action  prohibited  by the  Implementation  Partner  Software
          License Agreement attached as Exhibit A.


3.     IMPLEMENTATION SERVICES TO BE PROVIDED
       --------------------------------------

Implementation  Partner's  provision of Services shall be pursuant to a separate
contractual  arrangement  directly  between  Implementation  Partner and the End
User.  Implementation  Partner  is  granted  the  license  to use  the  Software
hereunder   only  for   providing   Services  to  End  Users  as  a   PeopleSoft
Implementation Partner.


4.     RESPONSIBILITIES
       ----------------

4a.    PEOPLESOFT'S RESPONSIBILITIES
       -----------------------------

PeopleSoft shall:

1.   Upon Implementation  Partner's payment to PeopleSoft of the applicable fees
     as specified in the Schedule attached as Exhibit B, provide  Implementation
     Partner with the Software listed therein and shall designate Implementation
     Partner as a participant in PeopleSoft's Implementation Partner Program.

2.   Designate  an  alliance  manager who will  function as the single  point of
     contact for all alliance  management  and  administration  related  issues.
     These  issues  include,  but are not limited to,  relationship  management,
     communication  between  the  two  organizations,   software   distribution,
     contract management, accounting management and service support.

3.   Once  PeopleSoft  receives  Implementation   Partner's  detailed  corporate
     overview   information,   prepare  a  one-page   company  standard  profile
     containing   Implementation  Partner's  marketing  data.  PeopleSoft  shall
     provide this standard  profile upon request to  PeopleSoft's  End Users and
     business prospects.

4.   Permit   Implementation   Partner  to  attend  PeopleSoft's  annual  users'
     conference  and  participate  in the product fair.  Implementation  Partner
     shall  be  solely   responsible   for  its  own  costs  of  attendance  and
     participation.

5.   Provide Implementation Partner with access to PeopleSoft's Software Support
     Services,  upon Implementation  Partner's payment of appropriate additional
     fees.


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6.   Provide  Implementation Partner with access to training for the Software in
     accordance  with its  Implementation  Partner Program at then current rates
     and policies, as specified in Exhibit E - Training Agreement.

7.   Provide Implementation Partner with access to PeopleSoft's PeopleSoft Forum
     program  in   connection   with   Implementation   Partner's   use  of  its
     independently licensed copy of Lotus Notes.

8.   Have  the  right  to  suspend  all  support  and   Services  in  the  event
     Implementation  Partner is more than sixty  days  delinquent  in payment to
     PeopleSoft.

9.   Preserve   the   confidentiality    Implementation   Partner   confidential
     information.


4b.   IMPLEMENTATION PARTNER'S RESPONSIBILITIES
      -----------------------------------------

Implementation Partner shall:

1.   Designate  an  alliance  manager who will  function as the single  point of
     contact for all alliance  management  and  administration  related  issues.
     These   include,   but  are  not  limited  to,   relationship   management,
     communication  between  the  two  organizations,   software   distribution,
     contract management, accounting management and service support.

2.   Preserve  the  confidentiality  of the  terms  of  this  Agreement  and any
     PeopleSoft confidential information.

3.   Take every  reasonable  measure  to ensure  that only the  highest  quality
     consulting services are provided to End User.  Implementation partner shall
     utilize a quality survey or other methods to receive  customer  evaluations
     on a regular basis, and provide copies to PeopleSoft on request.

4.   Accurately  represent  itself  to  End  Users  and  business  prospects  of
     PeopleSoft when discussing the skills and know-how which it can provide.

5.   As  necessary,  arrange  with  PeopleSoft  Education  Services the training
     program for its  consultants who will be working with PeopleSoft End Users.
     Functional  Consultants  shall  attend  functional  courses in the areas in
     which they will be providing assistance to the End User, including advanced
     functional  courses and PeopleTools I where available.  In addition,  it is
     recommended  that  Functional   Consultants  attend  Query,   Crystal,  and
     PS/nVision.  Technical  Consultants  shall attend technical  courses in the
     areas in which they will be providing assistance to the End User, including
     but not limited to  PeopleTools I,  PeopleTools  II,  PeopleCode,  SQL/SQR,
     Security  Administration and Application Upgrader.  Individual  consultants
     may "test  out" of Level I courses if they can  demonstrate  that they have
     had prior PeopleSoft experience.

6.   Designate a Training Administrator contact for PeopleSoft to coordinate all
     Education Services activities.

7.   Remain  current in payment of all fees due to PeopleSoft,  including  those
     specified in the Schedule  attached as Exhibit B, annual renewal,  software
     updates and any incurred  training fees.  Implementation  Partner agrees to
     bring current any outstanding balances due to PeopleSoft within thirty (30)
     days of starting the Implementation Partnership program.


5.    IMPLEMENTATION PARTNER'S USE OF PEOPLETOOLS
      -------------------------------------------

At no additional fee to  Implementation  Partner,  PeopleSoft  shall provide one
PeopleTools license with the Software acquired by Implementation  Partner solely
to  enable  Implementation  Partner  to  develop  Implementation  Tools  for use
pursuant to this Agreement.  Implementation Partner or its consultants shall not
use PeopleTools  software to develop application  software other than for use by
its individual End Users for their internal  business  purposes.  Implementation
Tools are not transferable by  Implementation  Partner from End User to End User
without PeopleSoft's prior written consent.


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6.     REPRESENTATIONS AND DISCLAIMERS
       -------------------------------

Both parties  represent that they have the independent  right and power to enter
into  this  Agreement.   PEOPLESOFT  DISCLAIMS  ALL  OTHER   REPRESENTATIONS  OR
WARRANTIES,  INCLUDING IMPLIED WARRANTIES OF  MERCHANTABILITY  AND FITNESS FOR A
PARTICULAR  PURPOSE.  IN NO EVENT  SHALL  PEOPLESOFT  BE  LIABLE  FOR  INDIRECT,
SPECIAL,  INCIDENTAL OR  CONSEQUENTIAL  DAMAGES OF ANY KIND,  INCLUDING  WITHOUT
LIMITATION, LOST PROFITS.


7.     LIMITATION OF LIABILITY
       -----------------------

PeopleSoft's maximum liability for any action, regardless of the form of action,
whether in tort or contract,  arising under this  Agreement  shall be limited to
the amount of license fees paid by Implementation Partner hereunder.


8.     INDEPENDENT CONTRACTOR STATUS
       -----------------------------

Implementation Partner performs this Agreement as an independent contractor, not
as an employee of PeopleSoft.  Nothing in this Agreement is intended to construe
the existence of a partnership,  joint venture, or agency  relationship  between
Implementation Partner and PeopleSoft.


9.     CONFIDENTIAL INFORMATION
       ------------------------

All  information  received by either party which concerns the parties  nonpublic
business  strategy,  technical  data,  software  designs,   specifications,   or
configurations  shall be considered  confidential,  as will information which is
clearly  marked  "confidential."  Both parties shall use  reasonable  commercial
efforts to refrain from disclosing such  confidential  information to anyone but
personnel working under this Agreement. Neither party shall have a nondisclosure
obligation with respect to information claimed to be confidential or proprietary
to the other in the event such  information  is  disclosed  or  released  to the
public through no fault of the other or which was rightfully  known by the other
party prior to disclosure herein.


10.    TERMINATION
       -----------

At the end of the Term,  PeopleSoft  and  Implementation  Partner shall meet and
negotiate a possible  extension  of this  Agreement  pursuant  to then  mutually
agreeable terms and conditions and in accordance with  PeopleSoft's then current
Implementation  Partner Program.  No extension is guaranteed by either party. In
the event of a termination for any reason,  PeopleSoft  shall have no obligation
to return any portion of license fees previously paid by Implementation  Partner
and  Implementation  Partner  will be required to either (1) return all licensed
Software  and copies  thereof to  PeopleSoft  to the address  specified  in this
Agreement;  or (2)  certify  in  writing  to  PeopleSoft  that all copies of the
Software have been destroyed. Either party may terminate this Agreement upon ten
(10) days written notice in the event of a material breach.


11.    NO ASSIGNMENT
       -------------

Implementation  Partner shall not assign this  Agreement (by operation of law or
otherwise)  or  sublicense  the Software  without the prior  written  consent of
PeopleSoft, and any prohibited assignment or sublicense shall be null and void.


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12.     GENERAL
        -------

This  Agreement  shall  be  governed  by the laws of the  State  of  California,
excluding  choice of law  principles.  All notices and demands  shall be made in
writing and  delivered  to the other party at the  respective  address set forth
above or as modified  from time to time in  writing.  If any  provision  of this
Agreement is held to be unenforceable,  the other provisions shall  nevertheless
remain in full force and effect.  This Agreement is the entire  understanding of
the parties with respect to the subject matter hereof and may only be amended or
modified by a writing signed by an authorized  representative  of each party. In
the event of conflict between the terms of this Agreement and License  Agreement
in Exhibit A attached, this Agreement shall take precedence.



ACCEPTED BY:                               ACCEPTED BY:

INTELLIGROUP, INC.                         PEOPLESOFT, INC.


/s/ Sophia Zouras                          /s/ Jeff McClure
-----------------                          ----------------
Authorized Signature                       Authorized Signature

Sophia Zouras, Director Marketing &
Business Development                       Jeff McClure, Dir. Service Alliances
-----------------------------------        ------------------------------------
Printed Name and Title                     Printed Name and Title


                                           Approved As To
                                          Legal       Form
                                           RDJ       7/25/97
                                        ----------------------
                                          Initial     Date


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                                    Exhibit A
                Implementation Partner Software License Agreement
                -------------------------------------------------



This  Agreement  is made as of the  Effective  Date by and  between  PeopleSoft,
Inc.  ("PeopleSoft"),  a Delaware  corporation having an office at 4305 Hacienda
Drive,  Pleasanton,  California 94588 and  Intelligroup,  Inc.  ("Implementation
Partner").

                              TERMS AND CONDITIONS
                              --------------------

1.  LICENSE
    -------

1.1  PeopleSoft grants Implementation Partner a non-exclusive,  non-transferable
license to use the licensed number of copies of Software during the term, solely
for Implementation Partner's internal training and demonstration purposes at the
Site(s)  specified  in the  Exhibit  B and  solely  pursuant  to  Implementation
Partner's duties under the Implementation  Partner Agreement between the parties
executed  herewith.  This license is also subject to the restrictions of use set
forth in said Implementation Partner Agreement. Implementation Partner shall use
any third party software  products or modules provided by PeopleSoft solely with
PeopleSoft Software.

1.2  Implementation Partner may:

a.   use the  Software  temporarily  on a back-up  machine in the event that the
     Server is inoperable, if applicable;

b.   make a reasonable  number of copies of the Software,  solely for archive or
     emergency back-up purposes and/or disaster recovery testing purposes; and

c.   modify or merge the Software with other  software,  with the  understanding
     that any modifications,  however extensive, shall not diminish PeopleSoft's
     title or interest in the Software.

1.3  PeopleSoft shall provide Implementation Partner with the licensed number of
copies of the Software  and  Documentation  only as specified in the  applicable
Schedule.  Implementation  Partner  may make a  reasonable  number  of copies of
Documentation solely for Implementation Partner's internal use with the Software
provided all copyright notices are reproduced.


2.  LICENSE EXCLUSIONS
    ------------------

2.1  Except as expressly authorized herein, Implementation Partner shall not:

a.   Copy the Software;

b.   Cause or permit  reverse  compilation  or  reverse  assembly  of all or any
     portion of the Software;

c.   Distribute,  disclose,  market,  rent, lease or transfer to any third party
     any portion of the Software  (including  PeopleTools) or the Documentation,
     or use the Software or  Documentation  in any service  bureau  arrangement,
     facility management, or third party training;

d.   Disclose the results of Software performance  benchmarks to any third party
     without PeopleSoft's prior written consent;

e.   Transfer the Software to a different  database  platform  without the prior
     written  consent of  PeopleSoft  (such  consent  shall not be  unreasonably
     withheld) and payment of any additional fees that may be due;

f.   Transfer  the  Software to a different  location  without  providing  prior
     written notice to PeopleSoft;

g.   Export the  Software in  violation of U.S.  Department  of Commerce  export
     administration regulations;

h    Use PeopleTools or third party software,  except solely in conjunction with
     the licensed PeopleSoft applications;

i.   Provide Training services to PeopleSoft End Users using the Software; and

j.   Transfer the Software to End User or any other third party.

2.2  No license, right, or interest in any PeopleSoft trademark,  trade name, or
service mark is granted hereunder.


3.  FEES AND PAYMENT TERMS
    ----------------------

3.1  Implementation  Partner shall pay  PeopleSoft the fees as specified in each
applicable Schedule.

3.2  Unless  Implementation   Partner  provides  PeopleSoft  with  a  valid  tax
exemption or direct pay certificate,  Implementation  Partner is responsible for
all taxes,  duties and customs fees  concerning  the Software  and/or  services,
excluding  taxes  based on  PeopleSoft's  income.  Overdue  payments  shall bear
interest at the lesser of twelve percent (12%) per


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annum or the maximum rate allowed under applicable law.


4.  TITLE AND PROTECTION
    --------------------

4.1  PeopleSoft (or its third-party  providers) retains title to all portions of
the  Software  and any  copies  thereof.  If  Implementation  Partner  creates a
Software modification using PeopleTools,  Implementation Partner shall only have
title in such  modification  that remains after  PeopleTools  has been separated
from the modification. Implementation Partner shall use modifications created by
Implementation  Partner solely in accordance with this  Agreement.  In the event
Implementation Partner provides Software modifications to PeopleSoft, PeopleSoft
shall have a perpetual, royalty-free license from Implementation Partner to use,
enhance and incorporate such modifications  into PeopleSoft's  software products
for general use and distribution.

4.2  Title to the  physical  media  for the  Software  vests  in  Implementation
Partner upon delivery. PeopleSoft represents that the Software contains valuable
proprietary information.  Implementation Partner shall not disclose the Software
to anyone other than those of its employees or consultants  under  nondisclosure
obligation who have a need to access the Software for purposes  consistent  with
this Agreement. Implementation Partner shall affix, to each full or partial copy
of the Software made by  Implementation  Partner,  all copyright and proprietary
information  notices  as  affixed to the  original.  Paragraphs  4.1 - 4.3 shall
survive termination of this Agreement.

4.3  The  Software  may be  transferred  to the U.S.  government  only  with the
separate prior written consent of PeopleSoft and solely with "Restricted Rights"
as that term is defined in FAR 52.227- l9(c)(2) (or DFAR  252.227-7013(c)(1)  if
the transfer is to a defense-related agency) or subsequent citation.


5.  PATENT AND COPYRIGHT INDEMNITY
    ------------------------------

PeopleSoft shall indemnify and defend Implementation  Partner against any claims
that the Software  infringes any United States or Canadian  patent or copyright;
provided  that  PeopleSoft  is given  prompt  notice of such  claim and is given
information,  reasonable assistance,  and sole authority to defend or settle the
claim.  In the defense or  settlement  of the claim,  PeopleSoft  shall,  in its
reasonable judgment and at its option and expense: (i) obtain for Implementation
Partner the right to continue  using the  Software;  (ii)  replace or modify the
Software so


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that it becomes noninfringing while giving equivalent  performance;  or (iii) if
PeopleSoft  cannot  obtain the  remedies in (i) or (ii) as its sole  obligation,
terminate  the  license  for the  infringing  Software  and upon  receipt of the
infringing Software, return only the license fees paid by Implementation Partner
for such Software,  prorated over a five year term from the applicable  Schedule
Effective  Date.  PeopleSoft  shall have no  liability  to  indemnify  or defend
Implementation Partner to the extent the alleged infringement is based on: (i) a
modification of the Software by anyone other then PeopleSoft, or (ii) use of the
Software other than in accordance with the Documentation.


6.  DEFAULT AND TERMINATION
    -----------------------

6.1  An event of default  is: (i) a failure by either  party to comply  with any
material obligation under this Agreement;  and (ii) such non-compliance  remains
uncured for more than thirty (30) days after receipt of written notice thereof.

6.2  If an event of default occurs, the nondefaulting  party, in addition to any
other rights  available to it under law or equity,  may terminate this Agreement
and all licenses  granted  hereunder by written notice to the defaulting  party.
Except as otherwise specifically stated herein, remedies shall be cumulative and
there shall be no obligation to exercise a particular remedy.

6.3 Within ten (10) days after  termination  of this  Agreement,  Implementation
Partner shall  certify in writing to PeopleSoft  that all copies of the Software
in any form,  including  partial  copies  within  modified  versions,  have been
destroyed or returned to PeopleSoft.


7.  LIMITED WARRANTY
    ----------------

7.1 PeopleSoft  warrants that it has title to the Software  and/or the authority
to grant licenses to use the third party software.  PeopleSoft warrants that the
Software will perform  substantially in accordance with the  Documentation for a
period  of one (1)  year  from  the date of  initial  installation  and that the
Software media is free from material  defects.  PeopleSoft does not warrant that
the Software is error-free. PeopleSoft's sole obligation is limited to repair or
replacement   of  the   defective   Software  in  a  timely   manner,   provided
Implementation Partner notifies PeopleSoft of the deficiency within the one year
period and provided  Implementation  Partner has installed all Software  updates
provided  pursuant  to  PeopleSoft's   Software  Support  Services.   PEOPLESOFT
DISCLAIMS ALL OTHER


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WARRANTIES,  EXPRESS OR IMPLIED,  INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


8.  LIMITATION OF LIABILITY
    -----------------------

EXCEPT FOR  VIOLATIONS  OF  PEOPLESOFT'S  INTELLECTUAL  OR  PROPRIETARY  RIGHTS,
NEITHER  PARTY  WILL  BE  LIABLE  FOR  ANY  INDIRECT,  INCIDENTAL,  SPECIAL,  OR
CONSEQUENTIAL  DAMAGES,  INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS,
HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCLUDING DAMAGES INCURRED BY IMPLEMENTATION  PARTNER UNDER THE ARTICLE ENTITLED
"PATENT AND COPYRIGHT INDEMNITY,"  PEOPLESOFT'S LIABILITY FOR DAMAGES UNDER THIS
AGREEMENT (WHETHER IN CONTRACT OR TORT) SHALL IN NO EVENT EXCEED THE AMOUNT PAID
BY IMPLEMENTATION  PARTNER TO PEOPLESOFT FOR THE SOFTWARE MODULE OR THE SERVICES
FROM WHICH THE CLAIM AROSE.  THE PARTIES  AGREE TO THE  ALLOCATION  OF LIABILITY
RISK SET FORTH IN THIS SECTION.


9.  SOFTWARE SUPPORT SERVICES TERMS AND CONDITIONS
    ----------------------------------------------

Upon  Implementation  Partner's  payment of the fees  described  in the Schedule
attached hereto as Exhibit B, PeopleSoft  shall provide  Implementation  Partner
with the  Software  support  services  as  described  in  PeopleSoft's  standard
Software Support Services Terms and Conditions, attached hereto as Exhibit D.


10. NOTICES
    -------

All notices shall be in writing and sent by  registered  mail,  overnight  mail,
courier,  or  transmitted  by facsimile (if confirmed by such  mailing),  to the
addresses  indicated on the first page of this Agreement,  or such other address
as either party may indicate by at least ten (10) days prior  written  notice to
the  other  party.  Notices  to  PeopleSoft  shall be sent to the  attention  of
PeopleSoft  Legal  with a copy  to  Implementation  Partner's  assigned  account
manager.


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11. ASSIGNMENT
    ----------

Implementation  Partner may not assign this  Agreement  (by  operation of law or
otherwise)  or  sublicense  the Software  without the prior  written  consent of
PeopleSoft, and any prohibited assignment or sublicense shall be null and void.


12. NONDISCLOSURE OBLIGATION
    ------------------------

12.1 The terms,  conditions,  pricing and any other  information  clearly marked
"confidential" under this Agreement are confidential and shall not be disclosed,
orally or in writing by  Implementation  Partner to any third party  without the
prior written consent of PeopleSoft.

12.2 Implementation  Partner  shall  protect the Software with at least the same
degree of care and  confidentiality,  but not less than a reasonable standard of
care,  which   Implementation   Partner  utilizes  for  Implementation   Partner
information  that it does  not  wish  disclosed  to the  public.  Implementation
Partner  may  provide  access  to and use of the  Software  only to those  third
parties  that:  (i)  provide  services  to  Implementation   Partner  concerning
Implementation Partner's use of the Software; (ii) have a need to use and access
the  Software;  and (iii) have agreed to  substantially  similar  non-disclosure
obligations imposed by Implementation Partner as those contained herein.


13. GENERAL
    -------

This  Agreement  is made in and  shall be  governed  by the laws of the State of
California, excluding choice of law principles. Venue shall be in San Francisco,
California.  The section  headings herein are provided for convenience  only and
have no substantive  effect on the  construction of this Agreement.  No purchase
order or other  ordering  document  that  purports to modify or  supplement  the
printed text of this Agreement or any Schedule shall add to or vary the terms of
this Agreement.  All such proposed variations or additions (whether submitted by
PeopleSoft or Implementation Partner) are objected to and deemed material unless
agreed to in writing.  Except for  Implementation  Partner's  obligation  to pay
PeopleSoft,  neither  party  shall be liable for any  failure to perform  due to
causes beyond its reasonable control. If any provision of this Agreement is held
to be  unenforceable,  this Agreement shall be construed without such provision.
The failure by a party to exercise  any right  hereunder  shall not operate as a
waiver of such  party's  right to exercise  such right or any other right in the
future. Except for actions for non-payment or


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breach of PeopleSoft's proprietary rights in the Software, no action, regardless
of form,  arising out of this Agreement may be brought by either party more than
one year after the cause of action has accrued.  This  Agreement  may be amended
only by a written document executed by a duly authorized  representative of each
of the parties.  This  Agreement  may be executed in  counterparts.  To expedite
order  processing,  Transmitted  Copies are considered  documents  equivalent to
original documents,  however Implementation Partner agrees to provide PeopleSoft
with one fully executed original Agreement and applicable Schedule(s).

This Agreement and the Schedule(s) ("Agreement") constitute the entire agreement
between the parties concerning  Implementation  Partner's acquisition and use of
the Software. This Agreement replaces and supersedes any prior verbal or written
understandings,  communications,  and representations  between the parties. This
Agreement  may be  executed  in  counterparts,  which  taken  together  shall be
considered original.


14. DEFINITIONS
    -----------

"Documentation"  means only  technical  publications  relating to the use of the
Software,  such as reference,  user,  installation,  systems  administrator  and
technical guides, delivered by PeopleSoft to Implementation Partner.

"PeopleTools"  means the  underlying  architecture  from which the  Software  is
designed, and includes software application programming tools and code.

"Schedule(s)" means the independent Software product schedule(s) executed by the
parties  and Support  Services  schedule(s)  referencing  this  Agreement.  Each
Schedule is a separate and  independent  contractual  obligation  from any other
Schedule. Agreement Effective Date and Schedule Effective Date(s) may differ.

"Server"  means a single  database  or file  server  that may be  accessed  by a
network of personal computers as set forth in the applicable Schedule.

"Site" means a specific, physical location of Implementation Partner's Server as
set forth in the applicable Schedule.

"Software"  means any or all portions of the binary computer  software  programs
(including  corresponding source code) and Documentation  provided by PeopleSoft
or made by  Implementation  Partner with  PeopleSoft's  prior  written  consent,
whether in  machine-readable  or printed  form only as listed in the  applicable
Schedule and all corrections


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R5.97


<PAGE>


or updates thereto. Software includes the third-party software only as specified
in the Schedule.  Software  includes an object code version of  PeopleTools  but
does  not  include  source  code  to  PeopleTools.  Unless  specifically  stated
otherwise,  all Software is delivered to Implementation Partner only if and when
generally commercially available.

"Term"  means  from  the  period  commencing   Effective  Date  until  one  year
thereafter.

"Transmitted  Copies"  means  this  Agreement,   Schedules  and  other  ordering
documents  that are (i) copied or  reproduced  and  transmitted  via  photocopy,
facsimile or process that accurately transmits the original documents;  and (ii)
accepted by PeopleSoft. 


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R5.97


<PAGE>

                                    Exhibit B
                      Implementation Partner Fees/Schedule
                      ------------------------------------


This Schedule to the  Implementation  Partner  Agreement is between  PeopleSoft,
Inc.  and  Intelligroup,   Inc.  ("Implementation   Partner").   Handwritten  or
typewritten text (other than information which is specifically called for in the
spaces provided) which purports to modify or supplement the printed text of this
Schedule  shall  have no  effect  and  shall not add to or vary the terms of the
Agreement.  All such  variations  or additions  are  objected to and  considered
material.

--------------------------------------------------------------------------------
PRIMARY CONTACT                BILLING INFORMATION     SHIPPING/SITE INFORMATION
--------------------------------------------------------------------------------
Contact: Sophia Zouras         Contact: Same           Contact: Same
--------------------------------------------------------------------------------
Address: 517 Route One South   Address: Same           Address: Same
Iselin, NJ 08830
--------------------------------------------------------------------------------
Phone: (908)726-2133           Phone:                  Phone:
--------------------------------------------------------------------------------
Fax: (908)750-1880             Fax:                    Fax:
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
 Software/Service (indicate    Database Platform   Per Copy       #      Total
specific Software modules or                      License Fee   Copies  License
     "full suite")**                                                       Fee
--------------------------------------------------------------------------------
     HRMS 6 suite               Oracle (LAN)*     $5,000.00       1    $5,000.00
--------------------------------------------------------------------------------
  Financials 6 suite            Oracle (LAN)*     $5,000.00       1    $5,000.00
--------------------------------------------------------------------------------
 Distribution 6 suite           Oracle (LAN)*     $5,000.00       1    $5,000.00
--------------------------------------------------------------------------------
 Manufacturing 6 suite          Oracle (LAN)*     $5,000.00       1    $5,000.00
--------------------------------------------------------------------------------
                                              TOTAL SOFTWARE LICENSE: $20,000.00
--------------------------------------------------------------------------------
                                     ALLIANCE PROGRAM MEMBERSHIP FEE: $50,000.00
--------------------------------------------------------------------------------
                        TOTAL FIRST YEAR IMPLEMENTATION PARTNER FEES: $70,000.00
--------------------------------------------------------------------------------

** Please refer to Exhibit C, Software Product  Descriptions,  for details about
software modules contained in each product description.
*  LAN versions are Unlimited Users.


1.     ANNUAL RENEWAL FEE
       ------------------

After the first year of the Term and for each year thereafter that the Agreement
remains in effect,  Implementation Partner shall pay PeopleSoft,  in advance, an
annual renewal fee. The annual  renewal fee is 50% (fifty  percent) of the total
software license fee for all software licenses acquired under this Agreement. If
Implementation  Partner is extending licenses of previously acquired software in
this  Agreement,  the  total  annual  software  support  services  fees for said
software  will be included in the annual  renewal fee.  IMPLEMENTATION  PARTNERS
THAT ARE ALSO  EXISTING  PEOPLESOFT  CUSTOMERS  WILL RECEIVE AN  ADDITIONAL  25%
(TWENTY-FIVE  PERCENT)  PRICE  REDUCTION  OFF OF EACH  YEAR'S NET  RENEWAL  FEE.
[Example  assuming  only new Software  licensed:  Total license fee is $100,000;
Annual Renewal fee is $50,000. Existing  customer/Implementation  Partner annual
renewal fee is: $37,500.]


2.    PAYMENT TERMS
      -------------

Within thirty (30) days from the Schedule Effective Date, Implementation Partner
will be  invoiced  for and agrees to pay the "Total  first year fees"  specified
above. Payment is due thirty (30) days after the invoice date.

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<PAGE>


Unless Implementation  Partner provides PeopleSoft with a valid tax exemption or
direct pay  certificate,  Implementation  Partner is responsible  for all taxes,
duties and customs fees concerning the Software and/or services, excluding taxes
based on PeopleSoft's income. Overdue payments shall bear interest at the lesser
of twelve  percent (12%) per annum or the maximum rate allowed under  applicable
law.



ACCEPTED BY:                               ACCEPTED BY:

INTELLIGROUP, INC.                         PEOPLESOFT, INC.


/s/ Sophia Zouras                          /s/ Jeff McClure
-----------------                          ----------------
Authorized Signature                       Authorized Signature

Sophia Zouras, Director Marketing &
Business Development                       Jeff McClure, Dir. Service Alliances
-----------------------------------        ------------------------------------
Printed Name and Title                     Printed Name and Title


                                           Approved As To
                                          Legal       Form
                                           RDJ       7/25/97
                                        ----------------------
                                          Initial     Date


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<PAGE>


                                    Exhibit C

                          Software Product Descriptions
                          -----------------------------



                         PeopleSoft 6 HRMS consists of:
                         ------------------------------
                                 Human Resources
                             Benefits Administration
                                     Payroll
                                Payroll Interface
                           Flexible Spending Accounts
                             Pension Administration
                                 Time and Labor


                      PeopleSoft 6 Financials consists of:
                      ------------------------------------
                                 General Ledger
                                   Receivables
                                    Payables
                                Asset Management
                                    Projects
                                     Budgets


                     PeopleSoft 6 Distribution consists of:
                     --------------------------------------
                                   Purchasing
                                    Inventory
                                     Billing
                                Order Management
                               Enterprise Planning


                     PeopleSoft 6 Manufacturing consists of:
                     ---------------------------------------
                                  Manufacturing
                                Bills and Routing
                                 Cost Management
                               Production Planning
                              Production Management


                                  PeopleTools 6
                                  -------------
                          (restricted development only)
        SQLBase single-user database is included with Single User Version
     Workstation Access includes: base application access, Workstation SQR,
                         Crystal, QueryLink, PS/nVision

       Unless specifically stated otherwise, all Software is delivered to
           Licensee only if and when generally commercially available.


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<PAGE>


                                    Exhibit D
                 Software Support Services Terms and Conditions
                 ----------------------------------------------

Software  Support  Services  Terms  and  Conditions   ("Support  Services")  are
referenced in and incorporated into the License Agreement between PeopleSoft and
Implementation Partner. Upon reasonable notice, PeopleSoft reserves the right to
modify  the terms and  conditions  of  Support  Services  on an annual  basis to
reflect then - current market conditions.


1.     COVERAGE
       --------

PeopleSoft  provides  Implementation  Partner  with  Support  Services  for  the
Software in consideration of Implementation  Partner's payment of the applicable
fees to PeopleSoft.


2.     SOFTWARE MAINTENANCE
       --------------------

The following technical and functional  improvements will be issued periodically
by PeopleSoft to improve Software operations:

     a.    Fixes to Errors;
     b.    Updates; and
     c.    Enhancements contained within new releases.


3.     PRIORlTY LEVEL OF ERRORS
       ------------------------

PeopleSoft shall reasonably  determine the priority level of Error in accordance
with the following protocols:

Priority A:

      PeopleSoft  promptly  initiates  the  following  procedures:   (1)  assign
      PeopleSoft  specialist(s)  to  correct  the  Error;  (2)  provide  ongoing
      communication  on the  status of the  correction(s);  and (3)  immediately
      begin to provide a Workaround or a Fix.

Priority B:

      (1) PeopleSoft assigns a PeopleSoft  specialist to commence  correction of
      Error(s) and (2) Provide escalation procedures as reasonably determined by
      PeopleSoft support staff. PeopleSoft exercises all commercially reasonable
      efforts to include the Fix for the Error in the next Software  maintenance
      release.

Priority C:

      PeopleSoft  may include  the Fix for the Error in the next major  Software
      release.


4.     TELEPHONE SUPPORT
       -----------------

PeopleSoft  provides  telephone support  concerning  installation and use of the
Software.  Except for designated holidays,  standard telephone support hours are
Monday through Friday, 4:00 a.m. to 6:30 p.m., Pacific Standard Time.  Telephone
Support  is also  available  24-hours  a day,  7-days a week  for  in-production
customers who need to resolve  critical  production  problems  apart from normal
support hours.


5.     CUSTOMER CONNECTION
       -------------------

     a.   The PeopleSoft Customer Connection system is an on-line,  self-service
          system which features  postings by PeopleSoft and PeopleSoft  Software
          users regarding technical and non-technical topics of interest.

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<PAGE>

          Implementation  Partner may access PeopleSoft  Customer Connection via
          the Internet.  At  Implementation  Partner's  expense,  Implementation
          Partner  is  responsible  for  independently   acquiring   appropriate
          Internet access.

     b.   All  Software  maintenance  releases  and Fixes to the Software may be
          delivered  to  Implementation   Partner  through  PeopleSoft  Customer
          Connection,  or by  mail  from  PeopleSoft  upon  written  request  by
          Implementation   Partner.   All  information   specified  in  Customer
          Connection by PeopleSoft is confidential and proprietary to PeopleSoft
          and shall only be used in connection with Implementation Partner's use
          of the Software and informational communications with other PeopleSoft
          Customer  Connection  participants.  PeopleSoft  reserves the right to
          modify   information   posted  to  PeopleSoft   Customer   Connection.
          PeopleSoft shall have the right to publish and distribute only through
          PeopleSoft  Customer  Connection in all  languages and in  association
          with  Implementation  Partner's name any material or software programs
          provided   by   Implementation   Partner   to   Customer   Connection.
          Implementation  Partner shall not use PeopleSoft  Customer  Connection
          for  advertising  or public  relations  purposes and shall only submit
          information  to  PeopleSoft  Customer  Connection  which  is  owned by
          Implementation Partner or which Implementation Partner has third party
          permission to submit to PeopleSoft  Customer Connection for use by all
          other PeopleSoft Customer Connection users.

     c.   In  the  interest  of  diminishing   exposure  to  software   viruses,
          PeopleSoft  tests and  scans  for  software  viruses  all  information
          entered by PeopleSoft prior to submission of information to PeopleSoft
          Customer Connection.  Implementation Partner shall also use a reliable
          virus  detection  system  on any  software  or  information  posted to
          PeopleSoft Customer  Connection,  utilize back-up procedures,  monitor
          access to PeopleSoft Customer  Connection,  promptly notify PeopleSoft
          of  any  virus  detected  within   Implementation   Partner's  systems
          associated with PeopleSoft  Customer Connection and generally exercise
          a  reasonable  degree  of  caution  when  utilizing  information  from
          PeopleSoft  Customer  Connection.  PeopleSoft  does not  warrant  that
          Customer  Connection  will  operate  without  interruption  or without
          errors.  PeopleSoft reserves the right to modify or suspend PeopleSoft
          Customer Connection service in connection with PeopleSoft's  provision
          for Support Services.

6.     FEES
       ----

Implementation  Partner shall pay PeopleSoft the annual Support  Services fee as
set forth in Implementation Partner's license agreement with PeopleSoft. Support
Services  are  billed on an annual  basis,  payable in  advance.  Implementation
Partner shall be responsible  for all taxes  associated  with Support  Services,
exclusive  of  taxes  based on  PeopleSoft's  income.  Implementation  Partner's
payment  shall be due  within  thirty  (30) days of  receipt  of the  PeopleSoft
invoice.  Should Implementation  Partner elect not to renew Support Services and
subsequently  request  Support  Services,  PeopleSoft  shall  reinstate  Support
Services  only after  Implementation  Partner  pays  PeopleSoft  the annual then
current  fee  plus  all  cumulative  fees  that  would  have  been  payable  had
Implementation Partner not suspended Support Services.

7.     TERM AND TERMINATION
       --------------------

Support Services shall be provided for one (1) year from the date of the initial
license  of the  Software.  Commencing  on the  anniversary  of the  date of the
initial license of the Software,  continued  Support  Services shall be provided
contingent upon Implementation  Partner's payment of the annual Software Support
Services Fee. In the event Implementation Partner fails to make payment pursuant
to the section titled "Fees",  or in the event  Implementation  Partner breaches
the Support Services provisions and such breach has not been cured within thirty
(30) days of  written  receipt of notice of breach,  PeopleSoft  may  suspend or
cancel Support Services.

8.     EXCLUSIONS
       ----------

PeopleSoft shall have no obligation to support:

     a.   Altered, damaged or substantially modified Software;

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<PAGE>


     b.   Software  that is not a  current  release,  or a  Previous  Sequential
          Release;
     c.   Errors  caused  by  Implementation   Partner's  negligence,   hardware
          malfunction,   or  other  causes  beyond  the  reasonable  control  of
          PeopleSoft;
     d.   Software  installed  in  a  hardware  or  operating   environment  not
          supported by PeopleSoft; and
     e.   Third party software not licensed through PeopleSoft.


9.     GENERAL
       -------

All  Updates  provided  to  Implementation  Partner are subject to the terms and
conditions of the Agreement.

PeopleSoft  shall not be liable for any failure or delay in  performance  of the
Support  Services due to causes beyond its  reasonable  control.  Any illegal or
unenforceable  provision  shall be  severed  from  these  Terms and  Conditions.
Implementation  Partner agrees that any information  received  pursuant to these
Terms and Conditions shall be deemed subject to the  non-disclosure  obligations
set forth in the Agreement. The Support Services Terms and Conditions states the
entire agreement of PeopleSoft's provision of Support Services to Implementation
Partner and may only be amended by a written amendment executed by both parties.


10.    DEFINITIONS
       -----------

Unless otherwise  defined herein,  capitalized  terms used herein shall have the
same meaning as set forth in the Agreement and applicable Schedule.

"Enhancement" means technical or functional additions to the Software to improve
software  functionality  and/or operations.  Enhancements are delivered with new
releases of the Software.

"Error"  means a  malfunction  in the  Software  which  degrades  the use of the
Software.

"Fix" means the repair or  replacement  of source or object or  executable  code
versions of the Software to remedy an Error.

"Previous  Sequential  Release"  means  a  release  of  Software  for  use  in a
particular operating environment which has been replaced by a subsequent release
of the Software in the same operating environment. A Previous Sequential Release
will be  supported  by  PeopleSoft  for a period of eighteen  (18) months  after
release of the subsequent release.  Multiple Previous Sequential Releases may be
supported at any given time.

"Priority A" means an Error that: (1) renders the Software  inoperative;  or (2)
causes the Software to fail catastrophically.

"Priority B" means an Error that affects  performance of the Software,  but does
not prohibit Implementation Partner's use of the Software.

"Priority  C" means an Error that causes  only a minor  impact of the use of the
Software.

"Update" means all published revisions to the printed  documentation and one (1)
copy of the new release of the Software  which are not  designated by PeopleSoft
as new products for which it charges separately.

"Workaround" means a change in the procedures followed or data supplied to avoid
an Error without significantly impairing performance of the Software.


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<PAGE>


                                    Exhibit E
                               TRAINING AGREEMENT
                               ------------------



This  Training  Agreement  ("Agreement")  is  made  as of  July  15,  1997  (the
"Effective  Date")  between   PeopleSoft,   Inc.   ("PeopleSoft"),   a  Delaware
corporation  having an office at 4305  Hacienda  Drive,  Pleasanton,  California
94588 and Intelligroup, Inc. ("Trainee") having a office at 517 Route One South,
Iselin, NJ 08830.

The Term of this Agreement  commences on the Effective Date and ends upon either
party providing thirty (30) days prior written notice of termination.

The PeopleSoft contact for this Agreement is:   Jeff McClure
                                                Telephone: (510) 468-2315

The Trainee contact for this Agreement is:      Sophia Zouras
                                                Telephone: (908) 726-2133


                              TERMS AND CONDITIONS
                              --------------------


1.     TRAINING
       --------

1.1  Under the terms of this  Agreement,  Trainee  shall be  entitled  to enroll
participants in PeopleSoft training classes. Training classes include PeopleSoft
University  (PSU) classes offered at  PeopleSoft's  corporate  headquarters  and
customer classes offered in PeopleSoft regional training centers.

1.2  Trainee shall  designate a training  administrator  ("Administrator")  as a
single point of contact for all training  related issues.  The  Administrator is
responsible for obtaining training identification numbers, enrolling students in
classes, class cancellation, schedule changes, obtaining training summaries, and
facilitating Trainee's payment to PeopleSoft.

1.3  The Administrator for Trainee is:

Name:      Samar Mishra

Address:   Intelligroup, Inc.
           517 Route One South
           Iselin, NJ 08830

Telephone Number: (908) 726-2146

Fax Number:       (908) 750- 1880

E-MAIL Address:   samar.mishra@intelligroup.com

1.4. Each PeopleSoft training class is assigned a unit value equal to the number
of class days. One training unit equals one day of training for one participant.

Trainee can purchase  additional  training units for the following standard fees
by issuing a purchase order or other ordering document to PeopleSoft:


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<PAGE>


1-99 units           $450 per unit
100-299 units        $400 per unit
300+ or more units   $350 per unit

Except as specifically  provided herein,  training units are  non-refundable and
non-cancelable  and  expire  one year  after the date of  purchase.  Prospective
training unit pricing may be changed upon thirty (30) days prior written  notice
to Trainee.


2.     FEES AND PAYMENT TERMS
       ----------------------

2.1  Trainee will be invoiced for the training units which are purchased through
the Administrator or other pertinent Trainee personnel.  Payment for invoices is
due with in thirty (30) days following the date of the invoice.

2.2  Unless Trainee provides PeopleSoft with a valid tax exemption or direct pay
certificate,  Trainee is  responsible  for all taxes,  excluding  taxes based on
PeopleSoft's  income.  Overdue  payments  shall bear  interest  at the lesser of
twelve percent (12%) per annum or the maximum rate allowed under applicable law.


3.    CANCELLATION
      ------------

3.1  In the event that the PeopleSoft  training class is canceled by PeopleSoft,
Trainee shall have ten (10) days to select only one of the two options:

     a) Attend the same  training  class at a later date as agreed to in writing
     by Trainee and PeopleSoft, pursuant to the terms of this Agreement; or

     b) Receive a refund of all fees paid for the training class.

3.2  In the event that the Trainee cancels enrollment at least ten (10) business
days prior to the scheduled start date of the PeopleSoft training class, Trainee
shall only have the option of either:

     a)  Attending  the same  training  class at a later  date as  agreed  to in
     writing by Trainee and PeopleSoft, under the terms of this Agreement; or

     b) Receiving a refund of all fees pre-paid for the training class.

3.3  In the event  that the  Trainee  cancels  enrollment  in less then ten (10)
business  days  prior to the  scheduled  start date of the  PeopleSoft  training
class, Trainee will be responsible for payment for the training class.


4.     NOTICES
       -------

All  contractual  notices  shall  be in  writing  and sent by  registered  mail,
overnight  mail,  courier,  or  transmitted  by facsimile  (if confirmed by such
mailing),  to the addresses  indicated on the first page of this  Agreement,  or
such other  address as either party may indicate by at least ten (10) days prior
written  notice to the other party.  Notices to PeopleSoft  shall be sent to the
attention  of  PeopleSoft  Legal  with a copy  to  Trainee's  assigned  alliance
manager.


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<PAGE>

5.     NONDISCLOSURE OBLIGATION
       ------------------------

The terms, conditions, pricing and all other information under this Agreement is
confidential and shall not be disclosed,  orally or in writing by Trainee to any
third party without the prior written  consent of  PeopleSoft.  The  information
presented in relation to the  training  classes,  including,  but not limited to
training data,  class  schedules,  class handouts,  sample  reports,  and screen
prints is  proprietary  and  shall not be  disclosed,  orally or in  writing  by
Trainee to any third party.

6.     REPRESENTATIONS AND DISCLAIMERS
       -------------------------------

Both parties represent that they have the right to enter into this Agreement. No
warranty,  express or implied,  is provided to Trainee  concerning  the training
contemplated  by this  Agreement.  PEOPLESOFT  DISCLAIMS  ALL OTHER  WARRANTIES,
EXPRESS  OR  IMPLIED,   INCLUDING   BUT  NOT  LIMITED  TO  THE   WARRANTIES   OF
MERCHANTABILITY  AND  FITNESS FOR A  PARTICULAR  PURPOSE.  EXCEPT FOR  TRAINEE'S
VIOLATIONS OF PEOPLESOFT'S  INTELLECTUAL PROPERTY RIGHTS,  NEITHER PARTY WILL BE
LIABLE  FOR  ANY  INDIRECT,  INCIDENTAL,   SPECIAL,  OR  CONSEQUENTIAL  DAMAGES,
INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF
IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  PEOPLESOFT'S  LIABILITY
FOR DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT) SHALL IN NO EVENT
EXCEED THE AMOUNT PAID BY IMPLEMENTATION  PARTNER TO PEOPLESOFT FOR THE SERVICES
FROM WHICH THE CLAIM AROSE.  THE PARTIES  AGREE TO THE  ALLOCATION  OF LIABILITY
RISK SET FORTH IN THIS SECTION.

7.     GENERAL
       -------

This  Agreement  is made in and  shall be  governed  by the laws of the State of
California, excluding choice of law principles. Venue shall be in San Francisco,
California.  The section  headings herein are provided for convenience  only and
have no substantive  effect on the  construction of this Agreement.  No purchase
order or other  ordering  document  that  purports to modify or  supplement  the
printed text of this Agreement or any Schedule shall add to or vary the terms of
this Agreement.  All such proposed variations or additions (whether submitted by
PeopleSoft or Trainee) are objected to and deemed  material  unless agreed to in
writing. Except for Trainee's obligation to pay PeopleSoft,  neither party shall
be liable  for any  failure  to  perform  due to causes  beyond  its  reasonable
control.  If any provision of this Agreement is held to be  unenforceable,  this
Agreement shall be construed  without such provision.  The failure by a party to
exercise any right hereunder shall not operate as a waiver of such party's right
to exercise such right or any other right in the future.  This  Agreement may be
amended only by a written document executed by a duly authorized  representative
of each of the  parties.  This  Agreement  may be executed in  counterparts.  To
expedite order  processing,  fax  transmitted  copies are  considered  documents
equivalent to original  documents,  however Trainee agrees to provide PeopleSoft
with one fully executed original Agreement and applicable Schedule(s).  Sections
1.4, 2, 4, 5, 6, and 7 shall survive the termination of this agreement.

This Agreement  constitutes the entire agreement between the parties  concerning
PeopleSoft's training class(es).


ACCEPTED BY:                               ACCEPTED BY:

INTELLIGROUP, INC.                         PEOPLESOFT, INC.

/s/ Sophia Zouras                          /s/ Jeff McClure
-----------------                          ----------------
Authorized Signature                       Authorized Signature

Sophia Zouras, Director Marketing &
Business Development                       Jeff McClure, Dir. Service Alliances
-----------------------------------        ------------------------------------
Printed Name and Title                     Printed Name and Title

                                           Approved As To
                                          Legal       Form
                                           RDJ       7/25/97
                                        ----------------------
                                          Initial     Date

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