SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
                    ----------------------------------------
                                       AND
                                       ---
                FIRST AMENDMENT TO CHANGE IN CONTROL SEVERANCE PAY AGREEMENT
                ------------------------------------------------------------

      This Second  Amendment  to  Employment  Agreement  and First  Amendment to
Change in Control  Severance Pay  Agreement  (this  "Amendment"),  is dated this
 ...........day of ...........,  2000, between  Intelligroup,  Inc., a New Jersey
corporation (the "Company") and Matthew Shocklee (the "Executive").

                                   STATEMENTS
                                   ----------

      A.  The Company  and  Executive  are  parties to that  certain  Employment
Agreement dated as of November 18, 1998 (the "Employment Agreement"),  which was
amended  pursuant to that certain First Amendment to Employment  Agreement dated
as of September 1, 1999 (which collectively with the Employment Agreement, shall
be referred to herein as the "Employment Agreement.")

      B.  The  Company and  Executive are  parties to  that  certain  Change  in
Control  Severance  Pay  Agreement  dated as of June 22,  1999 ( the  "Change in
Control Severance Agreement").

      B.  The Company and the Executive desire to amend the Employment Agreement
and the Change in Control  Severance  Agreement to reflect  mutually agreed upon
revised terms of employment of the Executive in accordance  with the  provisions
of this Amendment.

      C.  The  Executive  desires and is  willing to accept continued employment
with the Company in accordance with the terms and conditions of the Amendment.

      NOW, THEREFORE, the parties agree as follows:

ARTICLE 1.  AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------------------

      1.1 Change in Control. In the event of a "Change in Control" as defined in
          -----------------
Section 2 of the  Change in  Control  Severance  Agreement,  whether  or not the
Executive  is  terminated  as set forth in  Section 3 of the  Change in  Control
Severance  Agreement,  eighty  percent of any  outstanding  but  unvested  stock
options  granted  to the  Executive  shall  thereupon  vest  immediately  and be
exercisable  by the Executive.  However,  to the extent that during the first 90
days after the Change in Control,  the  Executive  should  exercise any of these
options to  purchase  shares of the Common  Stock of the Company and sell any of
those shares, the Company shall be entitled to obtain and hold in escrow any net
proceeds  resulting from the sale of the  underlying  securities of such options
exercised,  for a period  equal to the lesser of (i) 90  calendar  days from the
Change  in  Control,  or (ii)  until  the  date of  termination  of  Executive's
employment.  In the event that Executive's employment is unilaterally terminated
by the  Executive  within 90 days of the  Change in  Control,  the  Company  may
recover a pro-rata portion of the such proceeds  (calculated by the ratio of (a)
days elapsed from the Change in Control  until the date of  termination,  to (b)
90) days directly from the escrow and prior to  distribution to the Executive of
the  balance  of the  escrow.  For  purposes  of this  paragraph,  net  proceeds
resulting from the sale


<PAGE>

of the underlying  securities shall be the difference between the exercise price
of each  stock  option and the price at which the  Executive  sold his shares of
common stock, if greater, less any tax liability the Executive has incurred as a
result of such sale.


ARTICLE 2.  REFERENCE TO AND EFFECT ON THE EMPLOYMENT AGREEMENT
---------------------------------------------------------------

      2.1.  On and  after  the date set forth  above,  each  reference  to "this
 Agreement",  "the Agreement",  "hereunder",  "herein",  or words of like import
 shall mean and be a reference to the Employment Agreement as amended hereby. No
 reference to this  Amendment  need be made in any instrument or document at any
 time  referring to the  Employment  Agreement,  a reference  to the  Employment
 Agreement in any of such instrument or document deemed to be a reference to the
 Employment Agreement as amended hereby.

      2.2.  Except as  expressly  amended  by  this  Amendment,  the  Employment
Agreement shall remain in full force and effect.

ARTICLE 3.  AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT
--------------------------------------------------------------

      The provisions in  Section 3. Severance Pay  Upon  Termination by  Company
                         -------------------------------------------------------
Without Cause or By  Employee  for Cause.  in the  Change in  Control  Severance
----------------------------------------
Agreement  which  reads as follows:

           In addition, upon such termination: i) the next portion under the
           stock option vesting  schedule of any  outstanding  stock options
           granted to the Employee that would not otherwise have been vested
           until some time after such  termination  occurred shall thereupon
           vest immediately and be exercisable by the Employee and ii) fifty
           percent of the  remainder of any other  outstanding  but unvested
           stock  options,   shall   thereupon  vest   immediately   and  be
           exercisable by the Employee.

Shall be amended as follows:

           In  addition,  upon  such  termination,  eighty  percent  of  any
           outstanding  but unvested  stock options  granted to the Employee
           shall  thereupon  vest  immediately  and  be  exercisable  by the
           Employee.


                                     - 2 -
<PAGE>

ARTICLE 4.  REFERENCE TO AND EFFECT ON THE CHANGE IN CONTROL SEVERANCE AGREEMENT
--------------------------------------------------------------------------------

       4.1. On and after  the date set forth  above,  each  reference  to  "this
 Agreement",  "the Agreement",  "hereunder",  "herein",  or words of like import
 shall mean and be a reference to the Change in Control  Severance  Agreement as
 amended  hereby.  No reference to this Amendment need be made in any instrument
 or document at any time referring to the Change in Control Severance Agreement,
 a  reference  to the  Change  in  Control  Severance  Agreement  in any of such
 instrument  or  document  deemed to be a  reference  to the  Change in  Control
 Severance Agreement as amended hereby.

       4.2. Except as expressly amended by this Amendment, the Change in Control
 Severance Agreement shall remain in full force and effect.

ARTICLE 5.  GOVERNING LAW
-------------------------

      This  Amendment  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).

ARTICLE 6.  COUNTERPARTS
------------------------

      This  Amendment  may be executed one or more  counterparts,  each of which
shall be deemed an original, but all of which together shall constitute a single
instrument.

      IN WITNESS WHEREOF, the parties have signed this Agreement.

                                          INTELLIGROUP, INC.



Dated:      7/25/00                       By:  /s/ Arjun Valluri
       ------------------                      -----------------
                                               Arjun Valluri
                                               Chairman and Co-Chief Executive
                                               Officer

Dated:      6/1/00                        By:  /s/ Matthew Shocklee
       ------------------                      --------------------
                                               Matthew Shocklee


                                     - 3 -
<PAGE>

                               INTELLIGROUP, INC.


                      Compensation Letter: Matthew Shocklee
                      -------------------------------------
                                    May 2000

Dear Matt:

      I am pleased to enclose a Second  Amendment to  Employment  Agreement  and
First  Amendment  to Change in Control  Severance  Agreement  (the  Amendment").
Please review the changes in the Amendment,  sign the document  where  indicated
and return it to me.

      In addition,  and as previously discussed,  the following will outline the
changes in your compensation effective January 1, 2000:

      1.  Compensation:  Your  remuneration  will  be at the  annual  rate of US
      $300,000.00  gross per  twelve  month  period.  Additionally,  you will be
      eligible  for  variable  incentive   compensation  in  the  amount  of  US
      $200,000.00  for calendar  year 2000 based on a plan to be developed  with
      you and Nagarjun Valluripalli, Co-Chief Executive Officer.

Sincerely,

/s/ Arjun Valluri

Arjun Valluri

Chairman and Co-Chief Executive Officer

I accept the above changes in my compensation as of the date hereof.


/s/ Matthew Shocklee
---------------------------------
Matthew Shocklee