EMPLOYMENT AGREEMENT

                                    Between:

                               INTELLIGROUP, INC.

                                       and

                                Matthew Shocklee



PLEASE READ THIS AGREEMENT  CAREFULLY.  THIS AGREEMENT DESCRIBES THE BASIC LEGAL
AND ETHICAL  RESPONSIBILITIES  THAT YOU ARE  REQUIRED TO OBSERVE AS AN EXECUTIVE
EXPOSED TO HIGHLY SENSITIVE  TECHNOLOGY AND STRATEGIC  INFORMATION IN PERFORMING
YOUR DUTIES.  THE COMPANY  BELIEVES THAT THIS  AGREEMENT  STRIKES A FAIR BALANCE
BETWEEN ITS INTERESTS AND YOUR NEEDS AND EXPECTATIONS.



                                      (1)
<PAGE>

                              EMPLOYMENT AGREEMENT
                              --------------------

            This  Employment   Agreement  is  dated  November  18,  1998 between
Intelligroup,  Inc.,  a New Jersey  Corporation  with  offices  at 499  Thornall
Street, 11th Floor, Edison, NJ 08837 (the "Company");  and Matthew Shocklee (the
"Executive") with an address at Centreville, Virginia.

                                   STATEMENTS
                                   ----------

      A.    The  Company is engaged in the  business of the  development  and/or
implementation  of  computer  software  and other  technology  products  for its
customers.

      B.    The Executive has education and experience  which would be useful to
the Company in its business.

      C.    It is in the  Company's  best interest to secure the services of the
Executive and the Executive's specialized knowledge and unique capabilities with
respect to the business of the Company.

      D.    The Company and the Executive wish to set forth in writing the terms
and conditions of the employment of the Executive.

      NOW, THEREFORE, the parties agree as follows:

                              ARTICLES OF AGREEMENT
                              ---------------------

ARTICLE 1.  EMPLOYMENT
----------------------

      1.1   The Company  agrees to employ the Executive as Vice  President,  AMS
and the  Executive  accepts  such  employment  by the  Company  on the terms and
conditions  set  forth  in  this  Agreement.   The  Executive  understands  that
notwithstanding the title, this position is not that of a corporate officer. The
Executive  agrees to serve the Company  faithfully in this capacity,  the duties
and responsibilities of which may change from time to time.

      1.2   The Executive agrees to devote his best efforts,  energies and skill
to the discharge of his duties as Vice-President, and to this end he will devote
his full time and  attention  (except for sick leave,  vacations,  and  approved
leaves of  absences)  exclusively  to the  business  and affairs of the Company.
During the term of employment, the Executive under no circumstances may work for
a competitor of the Company or have any financial  interest in any competitor of
the Company; provided, however, that this Agreement does not prohibit investment
of a reasonable part of the Executive's assets in the stock or securities of any
competitor whose stock or securities are traded on a national exchange, provided
that this investment does not result in his collectively  owning beneficially at
any one time one percent  (1%) or more of the equity of any company  engaging in
activities that are in competition with the Company or its affiliates.

      1.3   The  Executive  agrees  and  represents  to  the  Company  that  the
Executive is not subject to any existing  contract  which would affect or impede
the  Executive's  ability  to  perform  in  accordance  with  the  terms of this
Agreement,  including,  by way of example,  any  restrictive  covenants  of past
employers  that would prohibit the  Executive's  acceptance of the terms of this
Agreement.  The Executive agrees not to disclose to the Company any confidential
information  or trade  secrets of others for which he may be under an obligation
to a third party not to disclose.  The  Executive  also agrees not to breach any
on-going fiduciary duty still owed to a previous employer nor to appropriate any
trade secrets obtained while in the


                                      (2)
<PAGE>

employ of such previous employer.

      1.4   The Executive hereby  acknowledges that he is in a position of trust
in  performing  services  for the Company  and its  clients,  including  but not
limited to obtaining  access to confidential and trade secret  information.  The
Executive  represents  and warrants that he has no criminal  felony  convictions
involving  drugs,  theft or  violent  behavior  within  the past five (5) years.
Furthermore,  the Executive  expressly  authorizes  the Company or its agents to
conduct   criminal    background   check   to   verify   his/her    above-stated
representations.

ARTICLE 2.  BASE COMPENSATION
-----------------------------

      The Executive's  compensation is specified in the Job Offer Letter,  which
is incorporated herein by reference and attached hereto as Exhibit "A" (the "Job
Offer Letter").

ARTICLE 3.  FRINGE BENEFITS
---------------------------

      The terms of  Executive's Fringe Benefits are  outlined  in the  Job Offer
Letter.

ARTICLE 4.  PAID TIME OFF
-------------------------

      The  terms of  Executive's  Paid  Time Off are  outlined  in the Job Offer
Letter.

ARTICLE 5.  REIMBURSEMENT OF EXPENSES
-------------------------------------

      The Company shall promptly  reimburse  Executive for  reasonable  business
expenses incurred in performing Executive's duties and promoting the business of
the Company,  including,  but not limited to, reasonable  entertainment expenses
and travel and lodging expenses, following presentation of proper documentation.
The Company shall also promptly reimburse  Executive for all reasonable expenses
incurred in traveling between  Centreville,  Virginia,  and Edison,  New Jersey,
including, but not limited to, airfare, cab fare, car rental, food and lodging.

ARTICLE 6.  TERM
----------------

      6.1   Term of Employment.  As used herein, the phrase "Term of Employment"
            ------------------
shall mean the period  commencing on the first actual work day and ending on the
day  before  the third  anniversary  of the  first  actual  work day,  provided,
however,  that as of the  expiration  date of  each of (i) the  initial  Term of
Employment and (ii) if applicable,  any Renewal Period (as defined  below),  the
Term of  Employment  shall  automatically  be extended for a one (1) year period
(each a "Renewal  Period") unless either the Company or Executive  provides (30)
days notice to the contrary.

      6.2   Termination Without Cause or By Executive With Good Reason.
            ----------------------------------------------------------

            6.2.1 Notwithstanding the foregoing,  prior to the expiration of the
Term of Employment,  either party may terminate this Agreement  without  "Cause"
(as defined below) upon thirty (30) days written notice of the effective date of
such termination.  Upon such termination, the Company shall be released from any
and all further obligations under this Agreement,  except that the Company shall
be obligated to pay Executive his salary and benefits owing to Executive through
the effective date of  termination;  and if it has not  previously  been paid to
Executive,  any variable  incentive  compensation or bonus compensation to which
Executive had become  entitled prior to the effective date of such  termination.
Executive  shall also be entitled to any  reimbursement  owed him in  accordance
with  Article  5.  Executive's  obligations  under  Paragraphs  7 and 8 of  this
Agreement  shall survive the  termination of Executive's  employment,  and shall
continue pursuant to the terms and conditions of this Agreement.

            6.2.2 If the Company  terminates this Agreement  without Cause as is
provided for in



                                      (3)
<PAGE>

subparagraph 6.2.1.  above, or if Executive  terminates this Agreement for "Good
Reason" (as defined  below),  Executive  shall (i) be entitled to the payment of
$260,000.00  in a lump sum,  payable within thirty (30) days after the effective
date of termination  and (ii) receive  vesting credit for the stock option plans
in  which  the  Executive  is a  participant  for the  full  year in  which  the
termination  occurs.  Executive  shall only be entitled to payment and  benefits
provided for in this  subparagraph  6.2.2.  if, and only if,  Executive  signs a
valid  general  release of all claims  against the Company in a form provided by
the Company.

            6.2.3 For  purposes of this  Agreement,  "Good  Reason"  shall mean,
without the express written  consent of Executive,  the occurrence of any of the
following events unless such events are fully corrected within 30 days following
written  notification  by  Executive to the Company that he intends to terminate
his employment hereunder for one of the reasons set forth below:

                  (i)   a  material  breach  by  the  Company  of  any  material
provision of this Agreement;

                  (ii)  the assignment  to Executive of any  significant  duties
inconsistent  with  Executive's  position in the  Company or a material  adverse
alteration in the nature or status of Executive's responsibilities;

                  (iii) requirement that Executive  relocate his  residence to a
place other than Centreville, Virginia, without the approval of Executive.

      6.3   Termination by Employer for Cause, Death or Disability.
            ------------------------------------------------------

            6.3.1 Notwithstanding the foregoing,  prior to the expiration of the
Terms of Employment, this Agreement may be terminated by the Company for "Cause"
or because of the "Disability" of the Executive (as defined below), or it may be
terminated by the death of the  Executive.  Upon such  termination,  the Company
shall be released  from any and all further  obligations  under this  Agreement,
except that the  Company  shall be  obligated  to pay  Executive  his salary and
benefits owing to Executive through the effective date of such termination;  and
if it has  not  previously  been  paid  to  Executive,  any  variable  incentive
compensation  or bonus to  which  Executive  had  become  entitled  prior to the
effective  date of such  termination.  Executive  shall also be  entitled to any
reimbursement  owed him in accordance  with Article 5.  Executive's  obligations
under  Paragraphs 7 and 8 of this  Agreement  shall survive the  termination  of
Executive's employment,  and shall continue pursuant to the terms and conditions
of this Agreement.

            6.3.2 Cause for Termination shall  include but is not limited to the
following conduct of the Executive:

                  (i)   Material breach  of any  provision  of  this  Employment
Agreement by the Executive,  provided the Executive is given  reasonable  notice
and a  reasonable  opportunity  to cure such breach if the breach is of a nature
amenable to cure within a  reasonable  time without  prejudice to the  Company's
interests.

                  (ii)  Misconduct as an Executive of the Company, including but
not limited to:  misappropriating  funds or property of the Company; any attempt
to obtain any personal profit from any transaction in which the Executive has an
interest that is adverse to the Company or any breach of the duty of loyalty and
fidelity to the  Company;  or any other act or omission of the  Executive  which
materially damages the business of the Company.

                  (iii) Unreasonable  neglect or  any  refusal  to  perform  the
duties  appropriately  assigned  to the  Executive  under  or  pursuant  to this
Employment Agreement.

                  (iv)  Conviction  of  a  felony or  plea of  guilty  or  no lo
contendre to a felony; and


                                      (4)
<PAGE>

                  (v)   Acts of dishonesty or moral  turpitude by the  Executive
that are materially detrimental to the Company or any other act or omission that
causes the Company to be in violation of governmental  regulations that subjects
the Company either to sanctions by governmental  authority or to civil liability
to its Executives or third parties.

            6.3.3 Death.   The  period of  active  employment of  the  Executive
                  -----
hereunder shall terminate automatically in the event of his death.

            6.3.4 Disability. In the event that the Executive shall be unable to
                  ----------
perform duties hereunder for a period of ninety (90)  consecutive  calendar days
by reason of  disability as a result of illness,  accident or other  physical or
mental incapacity or disability,  the Company may, in its discretion,  by giving
written notice to the Executive,  terminate the Executive's employment hereunder
as long  as the  Executive  is  still  disabled  on the  effective  date of such
termination.

            6.4   Termination  by  Mutual  Agreement.   This  Agreement  may  be
                  ----------------------------------
terminated at any time by mutual agreement of the Executive and the Company.

ARTICLE 7.  CONFIDENTIALITY
---------------------------

      7.1   The Company has acquired and developed, and will continue to acquire
and develop, without limitation, technical information (including functional and
technical specifications,  designs,  drawings,  analysis,  research,  processes,
systems and procedures,  computer programs,  methods,  ideas, "Company know how"
and the like),  business  information (sales and marketing research,  materials,
plans,  accounting and financial  information,  credit information on customers,
lists  containing the names,  addresses and business habits of customers,  sales
reports,  price lists, personnel records including names, addresses and salaries
of  Intelligroup  Executives,  contractors,  and  subcontractors  and the  like)
whether or not designated as confidential  and other  information  designated as
confidential  expressly or by the  circumstances in which it is provided (all of
the foregoing is referred to as the  "Proprietary  Information").  This excludes
common  and  generic  information  as set  forth by  federal  and  state  law or
generally known in the industry through no fault of the Executive.

      7.2   The Proprietary Information is confidential,  important,  and unique
to the  Company's  business.  The  Company  and the  Executive  acknowledge  the
Proprietary Information represents trade secrets of the Company.

      7.3   For the Company to protect the Proprietary Information properly, the
Executive  recognizes it is essential that  confidentiality be maintained by the
Executive and that certain restrictions be imposed upon the Executive during the
course of employment and continuing thereafter.

      7.4   The   Executive   agrees   to  keep  all   Proprietary   Information
confidential.  The Executive  agrees to refrain from  communicating or divulging
any of the Proprietary  Information to any person, firm or corporation or to use
the proprietary  information for any purpose other than a Company purpose during
the term of  employment  and at all  times  following  the  termination  of this
Agreement for any reason whatsoever.

      7.5   The Company has acquired and developed, and will continue to acquire
and develop,  Proprietary  Information,  and during the Term of  Employment  the
Executive  will  acquire  Proprietary  Information  about  the  business  of the
Company's  customers or other  parties (such as a licensor or  contractor)  with
whom the Company does business under  circumstances  requiring  confidentiality.
The  Executive  agrees to treat the  information  acquired  about the  Company's
customers  and  licensors  at  least  in the  same  manner  and  under  the same
restrictions of this Article 7 or in a manner contractually required by any such
customer or third party to provide  greater  security to such  customer or third
party.


                                      (5)
<PAGE>

      7.6   Notwithstanding  the  foregoing  restrictions,   the  Executive  may
disclose any information to the extent required by an order of any U.S.  federal
or state court or other federal or state governmental authority,  but only after
the  Company or its  clients or  contractors,  as the case may be,  have been so
notified  and  have had the  opportunity,  if  possible,  to  obtain  reasonable
protection for such information in connection with such disclosure.

      7.7   Upon the  request  of the  Company or upon the  termination  of this
Agreement,  the Executive  will cause to remain with the Company all  memoranda,
notes,  records,  drawings,   manuals,  disks,  or  other  documents  and  media
pertaining to the Company's business, including all copies of such.

      7.8   The  provisions of this Article 7 shall survive the  Termination  of
this Agreement.

ARTICLE 8.  RESTRICTIVE COVENANT; NONINTERFERENCE WITH CUSTOMER AND
-------------------------------------------------------------------
COMPANY PERSONNEL RELATIONS
---------------------------

The Executive  covenants and agrees that during the term of employment and for a
period of one year  following  the  termination  of  employment  for any  reason
whatsoever or no reason,  the Executive  shall not directly or indirectly do any
of the following without the written consent of a Company executive:

      8.1   Solicit or  accept  any  similar  business  from a  person,  firm or
corporation  that is a customer of the Company with whom the  Executive  had any
substantive  business  dealings  on the  Company's  behalf  during  the time the
Executive is employed by the Company; and

      8.2   Solicit or accept any similar  business  similar to that provided by
the Company from any person,  firm or corporation that is an active (significant
progress made toward closing business)  prospective customer of the Company with
whom the Executive had any substantive business dealings on the Company's behalf
during the term of employment.

      8.3   Solicit, persuade,  induce,  entice or attempt  to entice,  cause or
attempt to cause,  any  Executive  or  individual  contractor  of the Company to
terminate his or her employment or contractual relationship with the Company.

      8.4   Solicit, persuade,  induce,  entice or attempt  to entice,  cause or
attempt  to cause,  any  customer  of the  Company  to  terminate  its  business
relationship with the Company. For the purpose of this paragraph,  such customer
shall include as well firms, companies or other business entities that have been
customers of the Company within the 12 months preceding Executive's  termination
but may not be actual customers at the time of termination.

      8.5   The restrictions of this Article 8 shall survive the  termination of
this Agreement.

ARTICLE 9.  REMEDIES OF COMPANY
-------------------------------

      9.1   The  Executive   acknowledges  the  restrictions   imposed  by  this
Agreement are reasonable  and are necessary to protect the  legitimate  business
interests of the Company.

      9.2   If  the  Executive  breaches  or  threatens  to  breach  any  of the
restrictions  imposed by this Agreement,  the Executive agrees the Company would
suffer  irreparable  harm  for  which  money  would  be  an  inadequate  remedy.
Accordingly,  the  Executive  agrees  that the  Company  has the right to obtain
injunctive or other equitable relief in addition to any other available remedies
and the Company  shall have the  additional  right to recover from the Executive
court costs and reasonable  attorneys fees incurred by the Company in protection
of its interests hereunder.

                                      (6)
<PAGE>

ARTICLE 10.  BINDING EFFECT
---------------------------

      This  Agreement  is  binding  upon,  inures  to  the  benefit  of  and  is
enforceable  by the heirs,  personal  representatives,  successors and permitted
assigns of the parties.  This Agreement is not assignable by the Executive.  Nor
may the obligations of the Executive be delegated to any person or other entity.
The Company may assign this Agreement  without the consent of the Executive to a
subsidiary of the Company,  to an entity that acquires the Company, to an entity
with which the Company merges or to an entity which is acquired by the Company.

ARTICLE 11.  INVENTIONS, TRADEMARKS, PATENTS AND OTHER WORK PRODUCTS
--------------------------------------------------------------------

      11.1  Unless  otherwise  authorized  in writing by the  Company and to the
extent the Executive  generates  works of  authorship,  copyrights,  inventions,
trademarks,  trade dress or other such work products  dealing with the nature of
the Company's business (collectively the "Works") during the terms of employment
by the  Company,  or uses the  premises,  facilities  or time of the  Company to
create or fix the Works, the Executive shall and hereby does convey,  assign and
transfer ownership to the Company of all right, title and interest in and to all
the  Works  throughout  the  world,  including  but not  limited  to any and all
copyright,  patent, trademark and trade dress rights. Whenever permitted by law,
the Company shall have the exclusive  right to obtain  copyright,  patent and/or
trademark  registration  or  other  protection  in the  Works in its own name as
inventor,  author and owner and to secure any  renewals and  extensions  of such
rights throughout the world.

      11.2  The Executive  hereby  acknowledges that  the  Executive  retains no
rights  whatsoever  with respect to the Works,  including but not limited to any
rights to reproduce the Works,  prepare  derivative  works based  thereon,  file
copyright  or trademark  applications  for the Works,  distribute  copies of the
Works in any manner  whatsoever,  exhibit,  use or display the Works publicly or
otherwise,  or license  or assign to any third  party the right to do any of the
foregoing, except as otherwise authorized in writing by the Company.

      11.3  The Executive  agrees to execute any  documents as may be reasonably
required by the  Company to effect the  Company's  ownership  rights as provided
herein or to otherwise further the purpose of this Agreement.

      11.4  The Company shall be entitled to a shop right with respect to any of
the Works created by the Executive  that is not  assignable to the Company under
the  terms  of this  Agreement.  In the  event  of  termination,  expiration  or
invalidation   of   this   Agreement   by   statutory   construction,   judicial
interpretation  or other means,  Executive  agrees that the Company has absolute
rights of first  refusal to acquire any  remaining  portion or  extension of the
copyright term in the Works.

ARTICLE 12.  NO OFFSET
----------------------

      The  amount of any  payment  or benefit  provided  for in this  Agreement,
including welfare benefits, shall not be reduced by any compensation or benefits
earned by or  provided  to  Executive  as the  result of  employment  by another
employer after termination of Executive's employment with the Company.

ARTICLE 13.  TAXES
------------------

      All payments to be made to Executive  under this Agreement will be subject
to any applicable  withholding of federal, state and local income and employment
taxes.

ARTICLE 14.  NOTICES
--------------------

      All  notices  under this  Agreement  shall be made in writing and shall be
deemed given when (1) delivered in person, (2) deposited in the U.S. mail, first
class,  with proper postage prepaid and properly


                                      (7)
<PAGE>

addressed  to the address  first set forth  above,  unless  changed by notice in
writing signed by the addressee, or (3) deposited in the U.S. mail, first class,
with proper  postage  prepaid and properly  addressed  to the address  first set
forth above,  unless changed by notice in writing  signed by the  addressee,  by
certified mail,  return receipt  requested,  or (4) delivered by an overnight or
other express  delivery  service  carrier,  or (5) sent through the  interoffice
delivery service of Employer,  if the Executive is still employed by the Company
at the time.

ARTICLE 15.  GOVERNING LAW AND JURISDICTION
-------------------------------------------

      This  Agreement  is governed  by and is to be  construed  and  enforced in
accordance  with the laws of New Jersey as though made and to be fully performed
in New Jersey (without regard to the conflicts of law rules of New Jersey).  All
disputes  arising  under this  Agreement are to be resolved in the courts of the
State of New Jersey.  If any party  desires to commence an action to enforce any
provision of this  Agreement,  such action must be instituted in the appropriate
New Jersey  court.  The parties  consent to the  jurisdiction  of the New Jersey
courts. The parties agree that the courts of the State of New Jersey are to have
exclusive  jurisdiction  over this Agreement.  The parties agree that service of
any  process is  effective  if served in the manner  that a Notice may be served
pursuant to this Agreement.

ARTICLE 16.  SEVERABILITY
-------------------------

      The invalidity or unenforceability of any provision of this Agreement does
not in any manner affect any other provision.  If any provision is determined to
be invalid or unenforceable, this Agreement is to be construed as if the invalid
or unenforceable provision was omitted.

ARTICLE 17.  POST-EMPLOYMENT OBLIGATION
---------------------------------------

      17.1  Company Property.  All records,  files,  lists,  including  computer
generated lists,  drawings,  documents,  equipment and similar items relating to
the  Company's  business  that the  Executive  shall prepare or receive from the
Company shall remain the Company's sole and exclusive property. Upon termination
of this  Agreement,  Executive shall promptly return to the Company all property
of the Company in his possession.  Executive further represents that he will not
copy or cause to be copied,  print out, or cause to be printed out any software,
documents  or other  materials  originating  with or  belonging  to the Company.
Executive additionally  represents that, upon termination of his employment with
the Company,  he will not retain in his possession any such software,  documents
or other materials.

      17.2  Cooperation.  Executive  agrees  that  both  during  and  after  his
employment he shall,  at the request of the Company,  render all  assistance and
perform all lawful acts that the Company  considers  necessary  or  advisable in
connection with any litigation  involving the Company or any director,  officer,
employee, shareholder,  agent, representative,  consultant, client, or vendor of
the Company.

ARTICLE 18.  MISCELLANEOUS
--------------------------

      This  Agreement  shall  also be  subject  to the  following  miscellaneous
considerations:

      18.1  Executive  and the Company each  represent  and warrant to the other
that he or it has the authorization,  power and right to deliver,  execute,  and
fully perform his or its obligations under this Agreement in accordance with its
terms.

      18.2  Any rights of Executive hereunder shall be in addition to any rights
Executive may otherwise have under benefit plans, agreements, or arrangements of
the Company to which he is a party or in which he is a  participant,  including,
but not limited to, any  Company-sponsored  employee  benefits  plans and profit
sharing.  Provisions of this Agreement shall not in any way abrogate Executive's
rights under such other plans, agreements or arrangements.


                                      (8)
<PAGE>

ARTICLE 19.  AMENDMENTS AND NON-WAIVER
--------------------------------------

      This Agreement,  including this Article 19, may only be changed or amended
by a written  agreement signed by a Company Corporate Officer and the Executive.
A waiver by the Company of a breach of any  provision  of this  Agreement by the
Executive is not to be construed as a waiver of any other  current or subsequent
breach.

ARTICLE 20.  ENTIRE AGREEMENT
-----------------------------

      20.1  This Agreement,  together  with the Job Offer  Letter,  contains the
entire  understanding  of the  parties  with  respect to the  matters  set forth
herein.  Each party acknowledges that there are no warranties,  representations,
promises,  covenants  or  understandings  of any  kind  except  those  that  are
expressly set forth in this  Agreement.  This Agreement  supersedes any previous
agreements between the parties.

      20.2  Executive represents and agrees that he fully  understands his right
to discuss all aspects of this Agreement with his private attorney,  that to the
extent he desired,  he availed himself of this right, that he has carefully read
and  fully  understands  all of the  provisions  of the  Agreement,  that  he is
competent to execute this Agreement, that his decision to execute this Agreement
has not been  obtained by any duress and that he freely and  voluntarily  enters
into this  Agreement,  and that he has read this  document in its  entirety  and
fully understands the meaning, intent, and consequences of this Agreement.


      IN WITNESS WHEREOF, the parties have signed this Agreement.

                                                INTELLIGROUP, INC.

Dated:                                      By: /s/ Stephen A. Carns
      ---------------------                     --------------------------------
                                                Stephen A. Carns
                                                President and CEO


Dated:    11/23/98                              /s/ Matthew P. Shocklee
      ---------------------                     --------------------------------
                                                Matthew Shocklee

                                      (9)