Invention Assignment And Confidentiality Agreement - INTELLIGROUP INC - 6-14-1996

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Invention Assignment And Confidentiality Agreement - INTELLIGROUP INC - 6-14-1996 Powered By Docstoc
					EXHIBIT 10.10 Intelligroup, Inc. EMPLOYEE'S INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT In consideration of my employment or continued employment by Intelligroup, Inc., a New Jersey corporation or any subsidiary or parent corporation thereof (the "Company"), I hereby represent and agree as follows: 1. I understand that the Company is engaged in the business of providing a wide range of information technology services, including enterprise-wide business process solutions, systems integration and customized applications and related services and that I may have access to or acquire information with respect to Confidential Information (as defined below), including processes and methods, development tools, scientific, technical and/or business innovations. 2. DISCLOSURE OF INNOVATIONS. I agree to disclose in writing to the Company all inventions, improvements and other innovations of any kind that I may make, conceive, develop or reduce to practice, alone or jointly with others, during the term of my employment with the Company, whether or not they are related to my work for the Company and whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection ("Innovations"). Examples of Innovations shall include, but are not limited to, discoveries, research, inventions, formulas, techniques, processes, tools, know-how, marketing plans, new product plans, production processes, advertising, packaging and marketing techniques and improvements to computer hardware or software. 3. ASSIGNMENT OF OWNERSHIP OF INNOVATIONS. I agree that all Innovations will be the sole and exclusive property of the Company and I hereby assign all of my rights, title or interest in the Innovations and in all related patents, copyrights, trademarks, trade secrets, rights of priority and other proprietary rights to the Company. At the Company's request and expense, during and after the period of my employment with the Company, I will assist and cooperate with the Company in all respects and will execute documents, and, subject to my reasonable availability, give testimony and take further acts requested by the Company to obtain, maintain, perfect and enforce for the Company patent, copyright, trademark, trade secret and other legal protection for the Innovations. I hereby appoint the President and Chief Executive Officer of the Company as my attorney-in-fact to execute documents on my behalf for this purpose. 4. PROTECTION OF CONFIDENTIAL INFORMATION OF THE COMPANY. I understand that my work as an employee of the Company creates a relationship of trust and confidence between myself and the Company. During and after the period of my employment with the Company, I will not use or disclose or allow anyone else to use or disclose any "Confidential Information" (as defined below) relating to the Company, its products, suppliers or customers except as may be necessary in the performance of my work for the Company or as may be authorized in - A1 -

advance by appropriate officers of the Company. "Confidential Information" shall include innovations, methodologies, processes, tools, business strategies, financial information, forecasts, personnel information, customer lists, trade secrets and any other non-public technical or business information, whether in writing or given to me orally, which I know or have reason to know the Company would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity. I will keep Confidential Information secret and will not allow any unauthorized use of the same, whether or not any document containing it is marked as confidential. These restrictions, however, will not apply to Confidential Information that has become known to the public generally through no fault or breach of mine or that the Company regularly gives to third parties without restriction on use or disclosure. Upon termination of my work with the Company, I will promptly deliver to the Company all documents and materials of any nature pertaining to my work with the Company and I will not take with me any documents or materials or copies thereof containing any Confidential Information. 5. NON-SOLICITATION. I understand that my work as an employee of the Company creates a relationship of trust and confidence between myself and the Company. During and after the period of my employment with the Company, I will not request or otherwise attempt to induce or influence, directly or indirectly, any present customer or supplier, or prospective customer or supplier, of the Company, or other persons sharing a business relationship with the Company to cancel, to limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company. During and after the period of my employment with the Company, I will not hire or solicit for employment, directly or indirectly, or induce or actively attempt to influence, any Employee of the Company or any Affiliate of the Company, as such term is defined in the Securities Act of 1933, as amended, to terminate his or her employment or discontinue such person's consultant, contractor or other business association with the Company. 6. OTHER AGREEMENTS. I represent that my performance of all the terms of this Agreement and my duties as an employee of the Company will not breach any invention assignment agreement, confidential information agreement, non-competition agreement or other agreement with any former employer or other party. I represent that I have not and will not bring with me to the Company or use in the performance of my duties for the Company any documents or materials of a former employer that are not generally available to the public. 7. DISCLOSURE OF THIS AGREEMENT. I hereby authorize the Company to notify others, including but not limited to customers of the Company and any of my future employers, of the terms of this Agreement and my responsibilities hereunder. 8. INJUNCTIVE RELIEF. I understand that in the event of a breach or threatened breach of this Agreement by me the Company may suffer irreparable harm and monetary damages alone would not adequately compensate the Company. The Company will therefore be entitled to injunctive relief to enforce this Agreement. - A2 -

9. ENFORCEMENT AND SEVERABILITY. I acknowledge that each of the provisions in this Agreement are separate and independent covenants. I agree that if any court shall determine that any provision of this Agreement is unenforceable with respect to its term or scope such provision shall nonetheless be enforceable by any such court upon such modified term or scope as may be determined by such court to be reasonable and enforceable. The remainder of this Agreement shall not be affected by the unenforceability or court ordered modification of a specific provision. 10. GOVERNING LAW. I agree that this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. 11. SUPERSEDING AGREEMENT. I understand and agree that this Agreement contains the entire agreement of the parties with respect to subject matter hereof and supersedes all previous agreements and understandings between the parties with respect to its subject matter. 12. ACKNOWLEDGMENTS. I acknowledge that I have read this agreement, was given the opportunity to ask questions and sufficient time to consult an attorney and I have either consulted an attorney or affirmatively decided not to consult an attorney. I understand that this agreement does not alter the terms of an executed Employment Agreement with the Company, or in the absence of an Employment Agreement, this Agreement does not alter any status as an employee at will and that my employment may be terminated at any time, with or without cause. I also understand that my obligations under this Agreement survive the termination of my employment with the Company. **********

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written below.
Date: ______________________ _______________________________ Name of Employee:

Address:_______________________ _______________________ _______________________ _______________________

Intelligroup, Inc. Date: ______________________ By: /s/ _______________________ Name:

Title: - A4 -

Exhibit 10.11 R/3 NATIONAL IMPLEMENTATION PARTNER AGREEMENT SAP AMERICA, INC. - INTELLIGROUP, INC. This R/3 National Implementation Partner Agreement (the "Agreement"), made this 13th day of January, 1995, is by and between Intelligroup, Inc. ("IGI"), a New Jersey corporation with offices at 5 Lincoln Highway, Suite 9, Edison, NJ 08820, and SAP America, Inc., ("SAP"), a Delaware corporation with its principal place of business at International Court One, 100 Stevens Drive, Suite 350, Lester, Pennsylvania 19113. RECITALS A. WHEREAS IGI and SAP, desiring to work together, in connection with the SAP R/3 National Implementation Partner Program (as defined below), with the goal of furthering the implementation of SAP's R/3 Software System; B. WHEREAS SAP desires to enhance its capabilities to market and support SAP Products through the use of IGI's services; and C. WHEREAS IGI and SAP desire to formalize their relationship by entering into this Agreement to undertake cooperative efforts for SAP R/3 Products within the SAP IGI Program. NOW, THEREFORE, in reliance upon the foregoing recitals, intending to be legally bound, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IGI and SAP agree as follows: 1. Definitions. As used in this Agreement: (a) The SAP-IGI R/3 National Implementation Partner Program (the "R/3 NIP Program") means the business relationship set forth in this Agreement and Appendix A to this Agreement. (b) Software. Software shall mean all SAP R/3 software, in whole or in part, licensed by SAP AG or SAP America, Inc. in any release, version or correction level and including all improvements, modifications, and extensions thereto, whether in human or machine readable form. (c) Documentation. Documentation shall mean all human and machine readable materials and copies of SAP manuals, program listings, flow charts, logic diagrams, input and

output forms, data models, specifications, and instructions relating to the Software made available to IGI under this Agreement, or, generally, to SAP end-user licensees. (d) R/3 Products. R/3 Products shall mean the Software, Documentation and related materials. (e) Confidential Information. Confidential Information shall include information concerning IGI and IGI's clients, and their respective products, businesses, techniques, designs, formulations, systems, programs, processes, policies, business strategies and plans or other information which is not in the public domain, and SAP's R/3 Products, program concepts including literal and nonliteral elements, such as structure, sequence and organization, SAP's training materials, literature, and related SAP materials, SAP's customers, their respective products, businesses, techniques, designs, formulations, systems, programs, processes, policies, business strategies and plans and all other information which is disclosed by either party to the other party either in writing and marked bearing a legend such as "confidential" or "proprietary" or "for internal use only" or orally when contemporaneously described as such. (f) Territory. Territory shall mean the United States of America. 2. Authorization and Commitment of Resources. (a) SAP hereby authorizes IGI to offer services as related to R/3 Products to potential users in the Territory under the terms of this Agreement and any Appendices hereto. This authorization does not include maintenance of the R/3 Products, physical installation of the R/3 Products, and training. This authorization is non-exclusive and non-transferable. (b) SAP in its sole discretion shall have the right to limit the Territory, the R/3 Products, and the type of customers to be covered by this Agreement, as SAP deems advisable in its sole discretion following reasonable notice and consultation with IGI. SAP may authorize other parties to offer services as related to the R/3 Products in the Territory as it deems advisable in its sole discretion. (c) Services to be provided by either party to its clients and customers are to be contracted for separately by each party, independently of each other, unless otherwise expressly agreed upon in writing between SAP and IGI for that specific engagement. Each party shall be solely liable to its customers and clients for its own services. 3. Services and Responsibilities of SAP. (a) Should IGI desire to license all or any part of the Software for use in the operation of its own business, SAP will license it to IGI under the terms of SAP's standard end-user license agreement and at SAP's standard license fees then in effect. (b) With regard to training for the Software, SAP shall: 2

(i) invite IGI, on a space available basis, at negotiated rates, to SAP regularly scheduled alliance partner training. IGI shall be responsible for all related travel and living expenses; (ii) provide access, on a space available basis, to IGI for its personnel participating in the R/3 NIP Program to customer training courses generally offered by SAP, such training courses to be available at SAP's current prices and terms; (iii) provide marketing-oriented training courses to IGI on a cost-sharing basis to be agreed upon between the parties; and (c) SAP shall otherwise inform and instruct IGI as to R/3 Products and provide guidance, as SAP deems necessary in its sole judgment, for IGI to carry out its responsibilities under this Agreement. 4. Services and Responsibilities of IGI. IGI agrees that it shall: (a) acquire as soon as possible and maintain a comprehensive and fundamental knowledge of the R/3 Products and ensure that its employees are technically qualified and sufficiently trained in SAP courses, including ongoing training at SAP, and internally, to provide appropriate advice on the use of the R/3 Products to clients and prospective users of the Software; (b) use its best efforts to promote internally the R/3 Products and to offer services as related to the R/3 Products throughout the Territory and ensure that its employees who perform any services hereunder shall have the proper skill, training and background to enable them to demonstrate the R/3 Products in a competent and professional manner, it being understood that IGI will have no liability to SAP in the event that it fails to successfully promote R/3 Products and related services except as committed to in this Agreement; (c) use its best efforts to meet the goals relative to the R/3 NIP Program set out in IGI's annual business plan, which is attached hereto as Appendix A, and to update such business plan quarterly; (d) ensure that it has the necessary number of qualified personnel available according to IGI's annual business plan attached as Appendix A; (e) continually improve its training of all personnel as offered in Section 3. who are or will be acting under this Agreement; (f) use its best efforts to make the R/3 Products known to its customers and potential customers; make every effort to see that the R/3 Products it suggests to each potential 3

customer meet that entity's application requirements; present the R/3 Products using only the product names given by SAP; provide potential customers such marketing materials and nonconfidential information necessary for evaluating the R/3 Products being considered (except as limited by Section 10.(b) below); and, make no warranties, assurances or statements concerning R/3 Product features that are misleading or materially divergent from the descriptive literature supplied by SAP; (g) not engage in any business activity, either directly or indirectly, in any manner or capacity, in its own behalf or in behalf of any other person, firm, corporation or organization, nor accept or continue any obligations which may interfere with or impair its ability to perform any of its duties or obligations under this Agreement; (h) to the extent it conducts end-user training within its other consultation activities, not offer or conduct end-user training which competes with official SAP courses offered by SAP or SAP AG or any other SAP-related entity without prior written authorization from SAP; (i) upon invitation by SAP to participate in SAP sponsored marketing events by presenting speeches, providing information to potential prospects (subject to Section 10.(b) below), and assisting, where requested, in the organization and implementation of the events; (j) expressly inform its customers that modifications and extensions to the Software may impair or terminate the maintenance or support services provided by SAP and may nullify the warranty; (k) undertake to provide customers with release and version management and migration support as related to the Software throughout the period of productive installation of the Software; and (l) dedicate a coordinator with an adequate support structure to act as the central focal point to coordinate activities with SAP and designate a contact person within the support group to be available to SAP who is authorized to act on behalf of IGI within the scope of this Agreement. 5. Services and Responsibilities of the Parties. To the extent reasonable under the circumstances, the parties shall undertake the following cooperative activities with respect to identifying and bringing to each other opportunities to promote the R/3 Products: (a) Regularly inform each other about general market developments and factors relating to the R/3 Products in the marketplace and current projects and customer implementations in which IGI is involved; this information shall be designated and treated as Confidential Information under Section 10. of this Agreement; 4

(b) Furnish each other with appropriate information for support and planning purposes; provided, however, that each party reserves the right, in its sole discretion, to determine the content and availability of such information; (c) Inform appropriate personnel in their respective organizations of the existence of this Agreement; (d) Subject to confidentiality constraints, endeavor to keep each other appraised about new products and services; (e) Exchange such other information and conduct such other activities as the parties agree will carry out the intent of this Agreement. 6. General Representations and Warranties. Each party hereby represents and warrants to the other that: (a) it has the right and power to enter into this Agreement; (b) entering into this Agreement does not violate the terms and conditions of any other agreement providing for cooperative marketing products of another entity, or any other legal obligations; (c) the information which it may disclose to the other party, and the process of disclosure and use of such information in accordance with the provisions of this Agreement, will not violate any trade secret right, trademark, issued United States patent, copyright or other proprietary right of any third party; (d) it holds good title or right, free and clear of all liens and encumbrances, to the products and services which it is providing under this Agreement; (e) the products and services being provided under this Agreement do not infringe any United States copyright, trademark, issued United States patent, trade secret or other proprietary right of any third party; and (f) EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY TO THE OTHER PARTY, EITHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING BY COURSE OF CONDUCT OR PERFORMANCE, CUSTOM OR USAGE IN THE TRADE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 5

7. Term and Termination. (a) This Agreement shall have an initial term expiring on December 31, 1995 with an automatic renewal for one (1) additional year unless, at least six (6) weeks prior to the renewal date, either party gives written notice of its intention not to renew this Agreement. (b) At least four (4) months prior to any scheduled expiration date, SAP will decide whether to continue or terminate the Agreement applying the following criteria: i. Customer satisfaction with the projects conducted by IGI, with special regard to the length and cost of the project, the project objectives met by IGI, and the achievements and professionalism of IGI employees; ii. Number and scope of R/3 projects executed; iii. Thoroughness of employee training; iv. Accomplishment of goals set herein and in the annual business plans; and v. Level of effective communication with SAP. The procedures for such audits and the weights to be assigned each criterion will be provided in writing by SAP to IGI prior to the first such audit. On the basis of this evaluation and subsequent consultations with IGI, IGI agrees that SAP, in its sole discretion, may choose to terminate this Agreement six (6) weeks prior to the next scheduled expiration date. (c) Notwithstanding the above, either party may terminate this Agreement: (i) In accordance with the provisions of Section 7.(a) and (b) at the end of a term; (ii) Upon thirty (30) days prior written notice in the event of material breach of a material provision of this Agreement by the other party, except that the party in breach shall have the right, during that 30-day period, to cure the claimed breach or default; or (iii) Immediately upon prior written notice if there is: (a) a consolidation, merger or reorganization of the other party with or into another corporation or entity; (b) creation of a new majority interest in, or change in majority ownership of, the other party; (c) a sale of all or substantially all of the assets of the other party; or (d) a breach of the confidentiality provisions as specified in Section 10. below. 6

(d) Upon any termination of this Agreement: (i) each party shall, within ten (10) business days after termination is effective, return to the other party or dispose of as mutually agreed all advertising materials and other properties, including all Confidential Information, furnished to it by the other party pursuant to this Agreement and so certify in writing; (ii) within ten (10) business days after termination is effective, IGI shall return to SAP materials and all copies thereof to SAP, or as the case may be, delete all R/3 Products from IGI hardware, including binary or other resulting files (if any), and erase all R/3 Products from any storage media before discarding such, and so certify in writing; (iii) IGI shall not hold itself out as a participant in the R/3 NIP Program; and (iv) both parties shall cease acting in a manner that would suggest any continuing relationship between the parties regarding SAP's Software, and shall cease all display and advertising contemplated under this Agreement. (e) Termination of this Agreement shall not impact upon any active engagements in process prior to such termination. (f) The following provisions of this Agreement shall in all events survive its termination: Section 6. (General Representations and Warranties); 7. (Provisions Applicable to Termination); 8. (Relationship of Parties); 10. (Confidentiality); and 11. (General Provisions). 8. Relationship of Parties. (a) IGI and SAP are independent contractors acting for their own account, and neither party or its employees are authorized to make any representation otherwise or any commitment on the other party's behalf unless previously authorized by such party in writing. Neither party is responsible to any end user for the quality of services or products provided by the other party. Each party is solely responsible for establishing the prices for its own products. (b) Neither party is a distributor or agent for the products or services of the other. Each party's products and services shall be available to a prospective client only through separate agreement between that party and the client. Each party shall independently develop and price its respective products and services offered between such party and a client. (c) It is understood and agreed upon by the parties hereto, that during the term of this Agreement, the use of the terms "joint venturer," "co-venturer," "partner," "marketing partner," "partnership" or similar terms to be used to describe the relationship between the parties under this Agreement refer to the spirit of cooperation between IGI and SAP, and do 7

not describe, or expressly or by implication create, a legal partnership or joint venture, or any responsibility by one party for the actions of the other. 9. Intellectual Property Rights. (a) The name "R/3 NIP Program" shall be used by the parties only jointly and pursuant to the terms of this Agreement; and upon any termination of this Agreement, neither SAP nor IGI may use the name in conjunction with the parties' respective corporate names; however, SAP shall have the right to use the name with any other parties who choose to participate in the SAP R/3 NIP Programs. (b) Nothing in this Agreement grants to either party the right to use or display any other names, trademarks, trade names, logos or service marks of the other party, except to identify the products and associated services and deliverables of the other party to the extent obligations are undertaken pursuant to this Agreement. Except in the case of correspondence and proposals issued in the ordinary course of business, each party agrees to submit to the other party for written prepublication approval, any materials which may use or display any name, trademark, trade name, logo or service mark of the other party. Notwithstanding the foregoing, nothing contained in this Agreement shall affect either party's rights and obligations to use any trademarks, service marks or proprietary words or symbols of the other party to properly identify the goods or services of such other party to the extent otherwise permitted by applicable law or by written agreement between the parties. (c) IGI herein acknowledges that title to all intellectual property rights, including patent, copyright, trademark, and trade secret rights in R/3 Products, including any modifications, enhancements, versions, releases, or correction levels thereto, program concepts including literal or nonliteral structure, sequence and organization, training materials, literature, and other SAP related materials shall remain exclusively with SAP AG, Walldorf, Germany, or SAP as the case may be, and that by virtue of this Agreement, no such rights have been transferred, licensed, granted, assigned or acquired by IGI from SAP AG or SAP. 10. Confidentiality. (a) Each party acknowledges that, during the term of this Agreement, it will receive Confidential Information from the other party. Neither party shall disclose, provide or otherwise make available to any third party (including any prospective client) any Confidential Information of the other party and shall utilize such Confidential Information on an internal organization need-to-know basis only to the extent necessary to effect the provisions and purposes of, and as expressly contemplated under the terms of, this Agreement and for no other purpose. (b) Each party agrees that it will protect the Confidential Information of the other party through the exercise of no less protection and care than it customarily uses in safeguarding its own confidential and proprietary information which it desires to retain in confidence, but always at least a reasonable degree of care. Disclosure of the other party's 8

Confidential Information to employees shall only be made on a need-to-know basis. Further, each party shall take reasonable steps to advise their employees of the confidential nature of Confidential Information, to ensure by agreement or otherwise that such employees are prohibited from copying, revealing or using such Confidential Information except to the extent required to carry out the parties' obligations under this Agreement, and to require that Confidential Information be kept in a secure location. Each party will promptly notify the other if it believes that Confidential Information has lost its status as such. (c) The foregoing shall not prohibit or limit a party's use of information, including but not limited to ideas, concepts, know how, techniques and methodologies, which: (i) is or become publicly available through no act of failure to act of the receiving party; (ii) rightfully obtained by the receiving party without restriction; (iii) is released by the receiving party in response to lawful legal process and with prior notice to the other party; (iv) is rightfully already known to or is independently developed by the receiving party prior to disclosure. (d) Neither party will be liable to the other for any inadvertent or accidental disclosure of Confidential Information if the disclosure occurs notwithstanding the party's exercise of (i) the precautions set forth in this Section; and (ii) the same level of care that each party customarily uses in preserving and safeguarding its Confidential Information, but always at least a reasonable degree of care. (e) Notwithstanding the foregoing, each party hereto understands that they may become familiar with each other's services and that IGI may become familiar with SAP's R/3 Products, specifically its proprietary software. Accordingly, IGI agrees, with respect to the R/3 Products (including all program concepts therein) SAP's training materials, literature and other SAP related materials, that as the case may be, IGI shall not copy, translate, disassemble or decompile, nor create or attempt to create by reverse engineering or otherwise the source code from the object code, or to use such items to create derivative works, unless so authorized in advance, in writing, by SAP. All updates, replacements, revisions, enhancements, additions, or conversions to such SAP items specified above shall be subject to the provisions as stated herein. 11. General Provisions. (a) Non-solicitation. During the term of this Agreement and for one (1) year after its termination, SAP and IGI agree that neither shall directly or indirectly solicit for employment any staff of the other party who have been directly and substantively involved in performance under this Agreement. (b) Non-exclusivity. Nothing in this Agreement shall limit or restrict either party from entering into or continuing any agreement or other arrangement with any other party, whether similar to this Agreement in nature or scope. Moreover, each party shall remain free to provide products and services to any client or prospective client so long as the terms of this Agreement are not violated. 9

(c) Notices. All notices required to be given under this Agreement shall be sent by certified mail to: Intelligroup, Inc. 5 Lincoln Highway, Suite 9 Edison, NJ 08820 Attention: Ashok Pandey and to SAP America, Inc. Attn: Contracts Department International Court Three 300 Stevens Drive Lester, PA 19113 (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to its choice of law rules. To the extent that the parties are permitted under this Agreement to seek judicial remedies, each party hereby consents to the jurisdiction of the federal and state courts within the Commonwealth of Pennsylvania to resolve any and all such matters. (e) Merger. This Agreement and any Appendices hereto constitute the entire agreement between the parties with respect to the matters set forth herein. All prior agreements, oral or otherwise, between the parties and relating to the subject matter contained herein, are hereby superseded, provided, however, that in the event IGI executed an Alliance Agreement and related License and Maintenance Agreement for SAP's R/2 Software Systems, such agreement shall continue pursuant to its terms. (f) Amendments. This Agreement may not be modified except by a writing signed by both parties. (g) Severability. If any of the provisions of this Agreement are held invalid, such provisions shall be deemed severed and the remaining provisions shall remain in full force and effect. (h) Non-assignment. This Agreement may not be assigned or transferred, nor may rights or obligations be delegated, without the prior written agreement of the parties; notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties of this Agreement, as well as their respective permitted successors and assigns. (i) Waiver. Failure of any party to enforce, in any one or more instances, any of the terms or conditions of this Agreement shall not be construed as a waiver of the future performance of any such terms or conditions. 10

(j) Limitation of Liability. (i) SAP SHALL NOT BE LIABLE TO IGI OR THIRD PARTIES FOR ANY LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA OR COMPUTER MALFUNCTION, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF SAP HAS BEEN APPRISED OF THE POSSIBILITY THEREOF; or (ii) In no event shall the liability of SAP under this Agreement, for any reason whatsoever, whether in contract, tort or statute (including, without limitation, negligence), or otherwise, exceed $1,000,000.00; provided, however, that this limitation shall not apply to claims for personal injury caused by SAP's gross negligence or willful misconduct. (k) No Endorsement. Execution of this Agreement does not, and shall not be construed to be, an endorsement by either party of the products or services of the other party. (l) Press Releases and Publicity. Any news release, public announcement, advertisement, or publicity proposed to be released by either party concerning the R/3 NTP Program or any matters arising under this Agreement shall be subject to the approval of the designated representatives of both parties. (m) Dispute Resolution Procedures. (i) Any dispute, disagreement, claim or controversy between the parties arising under or relating to this Agreement or the parties' performance thereunder (the "Disputed Matter") which cannot be resolved by consultations between the senior executives of IGI and SAP shall be resolved by binding arbitration, according to the then prevailing Commercial Arbitration Rules of the American Arbitration Association, before a panel of three arbitrators. Each party will select one arbitrator, and the third arbitrator will be selected by the party-selected arbitrators. Any such arbitration shall be held in the City of Philadelphia, Pennsylvania. The parties will share the cost of the arbitration equally, subject to any final apportionment by the arbitrators. The arbitrators will apply Pennsylvania law, without reference to its choice of law rules, in resolving the Disputed Matter. The decision of the arbitrators will be final and conclusive on the parties, and each party consents that judgment upon an award rendered by the arbitrators may be entered in any court of competent jurisdiction. (ii) Neither party shall institute any action or proceeding against the other in any court concerning any Disputed Matter that is or could be the subject of a claim or proceeding under this Section; provided, however, that if a party believes in good faith that a temporary or preliminary injunction is necessary to preserve the status quo or otherwise to avoid irreparable harm to such party, such as in the event of a breach of Section 9, or 11

Section 10., such party shall not be precluded by this Section from seeking such injunctive relief from a court of competent jurisdiction. (iii) Pending the resolution of a Disputed Matter, to the extent feasible, both parties shall continue their performance under this Agreement. IN WITNESS WHEREOF and intending to be legally bound, the parties have caused this Agreement to be signed by their authorized representatives as of the date shown above. INTELLIGROUP, INC. SAP AMERICA, INC.
By: /s/ Raj Koneru By: /s/ illegible Printed Name:

Printed Name: Title:

Raj Koneru

Vice President Title: Vice President CFO, VP Standard R/3 National Implementation Partner Agreement

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Exhibit 10.12 ORACLE CORPORATION Oracle Contract Services SERVICES PROVIDER AGREEMENT Provider: OXFORD SYSTEMS INC. Address: 5, Lincoln Hwy, Suite #4, Edison, NJ, 08820 THIS AGREEMENT is made by and between Oracle Corporation ("Oracle"), a California corporation located at 500 Oracle Parkway, Redwood City, CA 94065 and the Provider listed above ("Provider") for the purpose of setting forth the terms by which Oracle may retain Provider to provide software-related consulting services ("Services") to Oracle on behalf of one or more Oracle clients ("Clients"). I. Services and Compensation Provider shall provide Services to Oracle specified in Statement(s) of Work executed under this Agreement. Each Statement of Work shall reference this Agreement, specify the Services to be performed, names of the individual(s) who will work on the project described in the Statement of Work, the compensation to be paid to Provider, the method of invoicing and payment, the reports of work completed that may be required, any deadlines or milestones for the completion of the Services, specifications for any deliverables and other provisions applicable to a particular project. The compensation to be paid to the Provider shall be as set forth in the Rate Schedule attached hereto as Exhibit A. Except where the Provider is an individual, the Rate Schedule shall apply to the corresponding Job Descriptions Listing in Exhibit B hereto. Oracle shall have no obligation to pay for any work performed prior to the execution of a Statement of Work and the issuance of an Oracle Purchase Order. Payment shall be on net 30 day terms. II. Term and Termination A. The Term of this Agreement shall be one (1) year commencing on the Effective Date written below. Thereafter, the Term shall automatically be renewed for successive one (1) year periods unless (i) Oracle or Provider notifies the other in writing thirty (30) days prior to the expiration of the then-current one (1) year period of its intent not to renew the Agreement; or (ii) Oracle or Provider terminates the Agreement as set forth below. B. Oracle may terminate this Agreement and/or any Statement of Work hereunder for cause immediately upon written notice to Provider. Cause for termination under this Paragraph II.B. shall include, without limitation, cancellation, suspension or material alteration of a relevant statement of work or work order by an Oracle client or Oracle; substandard work or nonperformance by Provider; rejection of Provider by an Oracle client; repeated rejection of Provider personnel by an Oracle client or Oracle; repeated requests for reperformance of work performed by Provider; unacceptable behavior by Provider or Provider personnel; or material breach of this Agreement or any Statement of Work hereunder. C. Provider may terminate this Agreement and/or any Statement of Work hereunder upon thirty (30) days prior written notice to Oracle if Oracle has failed to meet any written 7/6/94 -- Oracle Contract Services. Services Provider Agreement Page 1

commitment made by Oracle to engage Provider for a particular number of hours during any quarter or year. D. Oracle may terminate any Statement of Work hereunder without cause. Oracle shall give Provider notice of such termination as soon as commercially reasonable. Oracle and Provider understand and agree that the implementation of this Agreement will be enhanced by the timely and open resolution of any disputes or disagreements between such parties. Each party hereto agrees to use commercially reasonable efforts to cause any disputes or disagreements between such parties to be considered, negotiated in good faith, and resolved as soon as possible. E. In the event of any termination of this Agreement and/or any Statement of Work under this Article II, Provider shall be paid for time actually worked or milestones actually completed as set forth in the Statement of Work that meet the specifications set forth therein. III. Rights to Developments All software, documentation, modifications to software or documentation and other products and inventions, as well as all papers, records and other materials prepared or produced by Provider under this Agreement (collectively, the "Developments") shall be sole and exclusive property of Oracle. Provider agrees that the Developments shall be works made for hire and that Oracle shall retain all copyright, patent, trade secret, trademark and any other intellectual property rights ("Intellectual Property Rights") in the Developments. Provider hereby assigns to Oracle at no additional consideration all right, title and interest and all Intellectual Property Rights in the Developments and all extensions and renewals thereof. Provider agrees to execute a written assignment of such rights in the Developments to Oracle and any other documents necessary for Oracle to establish, preserve or enforce its Intellectual Property Rights in the Developments if so requested by Oracle. Provider hereby agrees not to assert at any time, and otherwise waives, any "moral rights" that Provider may have in the Developments, and Provider hereby assigns to Oracle all moral rights therein. Provider shall provide complete copies of all Developments to Oracle. IV. Confidential Information Provider agrees to treat all Confidential Information as confidential information of Oracle, both during and after the term of this Agreement. "Confidential Information" means all information and material to which Provider has access in connection with Services provided hereunder including, but not limited to, (a) all Developments, (b) all software, documentation, financial, marketing and customer data and other information, and (c) any other material or information that is either marked as confidential or is disclosed under circumstances that one would reasonably expect it to be confidential. Provider agrees to use the Confidential Information received under this Agreement solely for the purposes of providing Services under this Agreement. Provider will not duplicate any Confidential Information unless such duplication is necessary to provide Services under this Agreement. Provider will not make Confidential Information available to any third party, except as specifically authorized by Oracle in writing. All Confidential Information furnished to Provider shall remain solely the property of Oracle. Provider further agrees that all Confidential Information and any other information received from Oracle, including all copies in any form, shall be returned to Oracle upon completion or termination of the applicable Statement of Work or this Agreement. V. Independent Contractor The parties agree that Provider is an independent contractor and, as such, Provider is not a partner, agent, employee or principle of Oracle. Provider will not act for or in the place of Oracle in Oracle's relations with third parties. Oracle is not responsible for withholding or 7/6/94 -- Oracle Contract Services. Services Provider Agreement Page 2

deducting from the compensation of Provider's employees, agents and subcontractors, any sums for federal or state income taxes, social security, unemployment compensation, medical, dental, workers' compensation or disability insurance coverage, pension or retirement plans or the like. Provider specifically agrees to pay any and all federal and state taxes and other payments lawfully due in connection with the compensation received under this Agreement. VI. Nondisclosure Agreement Provider shall cause each of its employees, agents and subcontractors who perform Services for Oracle under this Agreement to execute a separate Individual Services Provider Proprietary Rights and Nondisclosure Agreement in substantially the form attached hereto as Exhibit C. VII. Representations and Warranties A. Conflict of Interest Provider represents that there exists no actual or potential conflict of interest concerning the Services to be performed under this Agreement. Provider represents that Provider's performance under this Agreement does not require the breach of any agreement or obligation to keep in confidence the proprietary information of another party. Provider will not bring to Oracle or use in performance of Provider's duties under this Agreement and any Statement of Work any materials or documents of another party considered confidential unless Provider has obtained written authorization from such party, and the informed consent of Oracle, for the possession and use of such materials. During the Term of this Agreement and for a period of one (1) year thereafter, Provider shall not provide Services to; (i) any business entity or individual to which Oracle and Provider, as Oracle's subcontractor, have provided Services during the Term of this Agreement; or (ii) any business entity or individual listed on Exhibit D hereto. To the extent that, during the Term of this Agreement and for a period of one (1) year thereafter, Provider desires to perform services for an entity covered by the above restrictions, and Oracle does not itself intend in good faith to provide services to such entity, Oracle will not unreasonably withhold consent to permit Provider to provide services to such entity. B. Compliance with Laws Provider hereby represents and warrants to Oracle that it will fully comply with any and all applicable federal, state and local laws, codes, government regulations, California Wage Orders and Executive Orders pertaining to immigration, foreign nationals working in the United States, labor and employment. Provider further warrants that it will fully comply with all relevant export laws and regulations of the United States to assure that neither the Developments, nor any direct product thereof, are exported, directly or indirectly, in violation of United States law. Provider agrees that it will not permit work to be performed under this Agreement by individuals who are citizens of countries to which the United States government prohibits export of software and related technology. C. Equal Opportunity Oracle is an equal opportunity employer and believes in providing employment to qualified minorities, women, disabled persons and veterans and expects Provider to recruit such candidates for positions in connection with Services provided to Oracle. D. Standard of Work Provider hereby warrants that its work hereunder shall be of professional quality and performed consistent with generally accepted industry standards. 7/6/94 -- Oracle Contract Services. Services Provider Agreement Page 3

VIII. Indemnification Provider shall defend, indemnify and hold harmless Oracle, its officers, directors, employees and clients from any losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys' fees) resulting from or directly or indirectly arising out of or in connection with this Agreement and the transactions contemplated hereby whatsoever, including but not limited to breach of any representation or warranty made herein. Oracle shall have the right to approve any counsel retained to defend any demand, suit or cause of action in which Oracle is a defendant, such approval not to be unreasonably withheld. Provider agrees that Oracle shall have the right to control and participate in the defense of any such demand, suit or cause of action concerning matters that relate to Oracle, and that such suit will not be settled without Oracle's consent, which consent shall not be unreasonably withheld. If, in Oracle's reasonable judgment, a conflict exists in the interests of Oracle and Provider in such demand, suit or cause of action, Oracle may retain its own counsel whose reasonable fees shall be paid by Provider. IX. Verification Oracle shall have the right to examine the Developments at any time. At Oracle's written request, Provider shall provide sufficient access to its books and records for Oracle to verify that Provider is complying with the terms of this Agreement, including any terms set forth in any Statements of Work attached hereto. Provider will mail copies of its relevant invoices and consultant timesheets to: Oracle Contract Services, 222 West Las Colinas Boulevard, Suite 100, North Tower, Irving, Texas, 75039. X. Recruiting A. Except as otherwise provided in Paragraph B, neither Provider nor Oracle Services (Oracle's consulting services division) shall, during the Term of this Agreement and for a period of one (1) year thereafter, recruit or hire any of each other's employees. During the Term of this Agreement and for a period of one (1) year thereafter, Provider shall not recruit or hire employees of any Client for whom Oracle Services has subcontracted with Provider for Services, without Oracle Services' prior written consent. B. During the Term of this Agreement, Oracle Services may hire any Provider employee, provided that Oracle Services shall hire no more than ten percent (10%) of the Provider's employees in any calendar year during the Term. Where Oracle Services hires a Provider employee who has performed less than nine (9) months of Services for Oracle, Oracle Services shall pay Provider a negotiated fee. Such negotiated fee shall not exceed the percentages, specified below, of the employee's arrival base salary upon commencing employment with Oracle Services.
Length of Time Employee Has Provided Services to Oracle - --------------------------0-3 months 4-6 months 7-9 months Percentage of Employee's Arrival Base Salary Upon Starting Employment at Oracle Services -------------------------------------------20 percent 15 percent 10 percent

Oracle Services shall have no obligation to pay Provider any fee where Oracle Services hires a Provider employee who has performed more than nine (9) months of Services for Oracle. Nothing herein shall restrict Provider or Oracle Services from hiring each other's employees after the termination or expiration of this Agreement and the period of time specified in Section X.A above. Page 4

X. Assignment Provider may not assign or otherwise transfer any of its rights or obligations under this Agreement without Oracle's prior written consent. XI. Governing Law Jurisdiction This Agreement is made and entered into by the parties in the State of California and shall be construed according to that laws of that state. Any legal action or proceeding relating to this Agreement shall be instituted in any state or federal court in San Francisco or San Mateo County, California. Provider and Oracle agree to submit to the jurisdiction of, and agree that venue is proper in, the aforesaid courts in any such legal action or proceeding. XII. Entire Agreement Survival This Agreement, including any Statement(s) of Work, contains the entire Agreement between the parties and no alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. This Agreement supersedes any prior agreements or understandings between the parties hereto. The obligations set forth in Sections III, IV, VII and VIII shall survive the expiration or termination of this Agreement. XIII. Severability If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Effective Date: 07/26/1994 PROVIDER /s/ Arjun Valluri - -------------------------Authorized Signature Arjun Valluri - -------------------------Name Vice-President - -------------------------Title ORACLE CORPORATION /s/ J. William Marshall --------------------------Authorized Signature J. William Marshall -------------------------Name Director -------------------------Title

7/6/94 -- Oracle Contract Services. Services Provider Agreement Page 5

` EXHIBIT 10.13 INDEMNIFICATION AGREEMENT This Agreement (the "Agreement") is made as of June 5, 1996, by and among each of Ashok Pandey, Rajkumar Koneru and Nagarjun Valluripalli (the "Indemnitors"), on the one hand, and Intelligroup, Inc., a New Jersey corporation (the "Company"), on the other. WHEREAS, the Company has made voluntary disclosure to the Internal Revenue Service (the "IRS") of certain unpaid 1994 and 1995 federal tax liabilities of the Company and, as a result thereof, has received an audit assessment, dated June 4, 1996, from the IRS for unpaid 1994 and 1995 federal income tax withholding, FICA and FUTA payments in the aggregate amount of approximately $814,000 (the "Audit Assessment"); WHEREAS, the Company and the IRS have not entered into a closing agreement as provided for under Section 7121 of the Internal Revenue Code of 1986, as amended (a "Closing Agreement"), with respect to the subject matter of the Audit Assessment and, therefore, the matters relating to the Audit Assessment may not have been fully and finally determined, including the possibility that interest, penalties or additional federal taxes may be assessed in the future relating to the subject matter of the Audit Assessment; WHEREAS, the Company also is liable for certain unpaid 1994 and 1995 state income tax withholding and state unemployment tax liabilities and has reserved $186,000 for estimated payment obligations (the "State Tax Reserves"); WHEREAS, the Company also may be liable for additional 1994 and 1995 state income tax withholding, state unemployment and/or other state tax, interest or penalty payment obligations, in excess of the State Tax Reserves, in an amount or amounts not fully determinable as of the date hereof; WHEREAS, the Indemnitors are the principal shareholders and executive officers of the Company; WHEREAS, the Company currently is contemplating an initial public offering of its Common Stock (the "IPO") whereby the Company and the Indemnitors, together with other selling shareholders, are proposing to offer and sell Common Stock; WHEREAS, the Indemnitors and the Company desire to insulate the Company and potential public shareholders from the financial impact, if any, that may be incurred by the Company for interest, penalties, and any additional state or additional federal taxes which may be payable in the future as a result of, arising from or in any way relating to the subject matter of the Audit Assessment and/or the State Tax Reserves, but only to the extent of any amounts in excess of the total of $1,000,000 to be paid by the Company pursuant to and in accordance with the terms of such Audit Assessment and State Tax Reserves, and for any additional losses or expenses the Company may incur in connection therewith, including without limitation, legal expenses the Company may incur in enforcing its rights hereunder.

NOW, THEREFORE, the Company and the Indemnitors hereby agree as follows: 1. Indemnification; Escrow Deposit. Each of the Indemnitors shall jointly and severally indemnify the Company for any and all liabilities and losses or expenses which the Company may sustain, in excess of the total of $1,000,000 to be paid by the Company pursuant to and in accordance with the terms of the Audit Assessment and the State Tax Reserves, which liabilities are a result of, arise from or are in any way related to federal or state tax, interest or penalty payment obligations which may result from or otherwise be related to the subject matter of the Audit Assessment and the State Tax Reserves or which losses or expenses may be incurred by the Company in connection therewith, including without limitation, legal expenses the Company may incur in enforcing its rights hereunder. Any indemnification payments required to be made hereunder shall be made by the Indemnitors within thirty (30) days of receipt by an Indemnitor of written notice of a claim for indemnification by the Company hereunder. The failure by the Company to provide written notice of a claim for indemnification shall not in any way limit the Company's rights to indemnification under this Agreement. To secure the Indemnitors' payment obligations hereunder, but without limiting the amount of such obligations, upon consummation of the IPO, each Indemnitor hereby agrees to deposit (i) 50,000 shares of Common Stock of the Company currently owned by such Indemnitor free and clear of any claim, security interest or encumbrance whatsoever, other than restrictions on resale generally applicable to unregistered securities held by affiliates of an issuer; and (ii) $250,000 cash, with an escrow agent to be approved by the independent members of the Board of Directors of the Company (the "Board") and pursuant to an escrow agreement and pledge agreement satisfactory to such members of the Board. The selection of the escrow agent and the terms of the escrow agreement and the pledge agreement shall be subject to the approval of Cowen & Company, one of the representatives of the several underwriters of the IPO, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, it is expressly understood and agreed that the indemnitor/shareholder of any shares subject to the escrow and pledge arrangements contemplated hereby shall, in the absence of a default by such indemnitor, continue to possess all rights of a common shareholder of the Company, including voting rights and dividend rights, but excluding any rights of disposition, except as may be expressly agreed in the pledge agreement or escrow agreement. All decisions of the Company with respect to this Agreement, and the escrow and pledge arrangements and the enforcement hereof and thereof and the transactions and documents contemplated hereby and thereby shall be made on behalf of the Company by the independent members of the Board. 2. Closing Agreement/Release of Collateral from Escrow. The Company agrees to seek a Closing Agreement with the IRS, if the independent members of the Board, in consultation with the Company's independent accountants and counsel, conclude that seeking a Closing Agreement is in the best interests of the Company. Upon the earlier of (i) the expiration of applicable statutes of limitation or (ii) the execution of a Closing Agreement, if any, which, in the opinion of counsel for the independent members of the Board, fully and finally resolves all liabilities for federal taxes, penalties, and interest, and the payment by the Indemnitors of any additional liabilities and expenses the Company may incur as a result thereof, the indemnification provisions hereof shall lapse, but -2-

only as to federal tax matters and not as to state tax matters which may result from or otherwise be related to the subject matter of the Audit Assessment or the State Tax Reserves. At such time, and if no claims have been made against the shares or cash held in escrow, the escrow agent shall release to each Indemnitor 80% of the number of shares and the amount of cash initially deposited in escrow by such Indemnitor. In any event, the balance of the number of shares and cash held in escrow, if any, shall be released to the Indemnitors upon the expiration of the last of the applicable statutes of limitation. 3. Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. 4. Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by all of the parties hereto and expressly approved by the independent members of the Board. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 5. Governing Law and Consent to Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of New Jersey applicable to agreements made and to be performed entirely within such State. Each of the indemnitors agrees to (i) the irrevocable designation of the Secretary of State of the State of New Jersey as his agent upon whom process against him may be served and (ii) personal jurisdiction in any action brought in any court, Federal or State, within the State of New Jersey having subject matter jurisdiction arising under this Agreement. 6. Integration and Entire Agreement. This Agreement sets forth the entire understanding by and among the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements, in each instance relating to the subject matter hereof between the parties hereto. ***** -3-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Ashok Pandey Rajkumar Koneru Nagarjun Valluripalli INTELLIGROUP, INC. By:____________________ Robert M. Olanoff, Chief Financial Officer -4-

Exhibit 10.14 FACTORING AGREEMENT by and between Access Capital, Inc. and Intelligroup, Inc. as of October 20, 1995

FACTORING AGREEMENT THIS FACTORING AGREEMENT made as of the ___ day of October 1995 by and between ACCESS CAPITAL, INC., a New York corporation ("Access Capital") and INTELLIGROUP, INC., a New Jersey corporation (hereinafter the "Company"). W I T N E S S E T H: WHEREAS, the Company has requested Access Capital to purchase from it, from time to time, all of the right, title and interest of the Company in and to certain accounts due to the Company from its customers; and WHEREAS, Access Capital is willing to consider purchasing certain of such accounts receivable from the Company from time to time, upon the terms and subject to the conditions set forth in this Agreement; NOW, THEREFORE, to induce Access Capital to purchase such accounts receivable, and for other good valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows: 1. Tender of Accounts Receivable; Invoices. (a) The Company will tender to Access Capital all of the accounts receivable from its customers with respect to goods sold and delivered to, or services performed for, such customers by the Company (individually, an "Account Receivable," and, collectively, "Accounts Receivable") by delivering to Access Capital all of the invoices to be rendered to such customers promptly after the creation thereof. Access Capital will forward all such invoices delivered to the Company's customers (without regard to whether such invoices are offered for purchase by Access Capital), in accordance with Access Capital's standard procedures, together with a notice by the Company to its customers, in the form prescribed by Access Capital, of the assignment of payment of such invoices to Access Capital. (b) Access Capital will conduct such examination and verification of the invoices delivered to it, and such credit investigation of the account debtors, as it considers necessary or desirable, and will notify the Company as to which of the individual Accounts Receivable tendered by the Company, if any, Access Capital elects to purchase from the Company. Access Capital shall have the absolute right, in its sole discretion, to reject any or all of the Accounts Receivable tendered to it by the Company, irrespective of whether or not Access Capital has previously purchased Accounts Receivable from the Company or has purchased Accounts Receivable of any particular account debtor (individually, an "Account Debtor," and, collectively, "Account Debtors").

2. Purchase and Sale of Accounts Receivable. (a) Those Accounts Receivable which Access Capital elects to purchase from the Company shall be listed in an Invoice Delivery Schedule, substantially in the form of Exhibit A (such form, together with any schedules and attachments thereto is hereinafter referred to as an "Invoice Schedule"), executed by the Company and accepted by Access Capital from time to time throughout the term of this Agreement. Upon acceptance by Access Capital of an Invoice Schedule, the Company shall be deemed to have sold, assigned, transferred, conveyed and delivered to Access Capital, and Access Capital shall be deemed to have purchased and received from the Company, all right, title and interest of the Company in and to the Accounts Receivable listed in such Invoice Schedule. Notwithstanding the foregoing, if either the Company or Access Capital fails to include in any Invoice Schedule a particular Account Receivable tendered by the Company to Access Capital, but Access Capital nonetheless makes an Initial Payment (as hereinafter defined) to the Company for such Account Receivable, then Access Capital shall be presumed conclusively to have purchased, and the Company shall be presumed conclusively to have sold, such Account Receivable pursuant to this Agreement, and such Account Receivable shall be governed by the terms and conditions (including, without limitation, the Company's representations and warranties to Access Capital) of this Agreement. The Accounts Receivable which Access Capital has purchased, either by its acceptance of an Invoice Schedule or by making an Initial Payment with respect thereto, are sometimes referred to herein as "Purchased Receivables." (b) Upon acceptance of an Invoice Schedule, Access Capital shall deliver to the Company the amount of the Initial Payment specified in the Fee Schedule, a copy of which is attached as Exhibit B hereto and made a part hereof (the "Fee Schedule") with respect to the Accounts Receivable listed therein. (c) By its execution of each Invoice Schedule with respect to Accounts Receivable or acceptance of an Initial Payment with respect to an Account Receivable, the Company shall be deemed to represent, warrant and covenant to Access Capital with respect to each such Purchased Receivable that: (i) The Company is the sole owner of such Purchased Receivable and such Purchased Receivable has not previously been assigned or encumbered in any manner; the Company has the full power and authority to sell such Purchased Receivable and its sale to Access Capital has been duly authorized by all necessary corporate action; (ii) The goods or services listed or referred to in the invoice related to such Purchased Receivable has been shipped or rendered to the Account Debtor, and the prices and terms of shipment set forth therein conform in all material respects to the terms of any related purchase order or agreement with the Account Debtor; (iii) The invoice representing such Purchased Receivable correctly sets forth the full purchase price of the goods or services covered thereby, and such amount, less only the applicable trade discounts and allowances stated therein, if any, is due and owing from the Account Debtor, subject to no set-offs, deductions, disputes, contingencies or counterclaims against the Company or the invoice, and payment thereof is not contingent -2-

upon fulfillment of any obligation other than delivery of the goods or services referred to in such invoice; and (iv) Upon acceptance of the Invoice Schedule related thereto and payment of the Initial Payment with respect thereto, Access Capital shall be vested with all right, title and interest in and to such Purchased Receivable, including all proceeds thereof, rights of stoppage in transit and rights of return, contract rights and rights under policies of insurance. (d) If the amount of any Purchased Receivable is not paid by the Account Debtor by reason of the financial inability of the Account Debtor to pay at maturity, following acceptance by the Account Debtor of the goods sold or services rendered, without dispute, the Company shall not be liable to reimburse Access Capital the amount of the Initial Payment with respect thereto. 3. Conditions Precedent. Access Capital shall not be obligated to purchase any Accounts Receivable from the Company until each of the following conditions shall have been satisfied: (a) The Company shall have entered into a Security Agreement substantially in the form attached hereto as Exhibit C (the "Security Agreement") to secure the performance of the representations, warranties and covenants of the Company in this Agreement (but not the payment of the Accounts Receivable purchased hereby) and the payment and performance by the Company of its other obligations under this Agreement; (b) The Company shall have executed and delivered to Access Capital Uniform Commercial Code financing statements for filing with the appropriate filing officer or officers in each jurisdiction where, in the reasonable opinion of Access Capital, such filing is necessary or desirable to perfect the security interests granted pursuant to the Security Agreement; (c) Ashok Pandey, Rajkumar Koneru and Nagarjun Valluripalli shall have executed and delivered to Access Capital Anti-Fraud and Performance Agreements substantially in the form attached hereto as Exhibit D-1, D-2 and D-3 (the "Anti-Fraud and Performance Agreement") with respect to the performance of the representations, warranties and covenants of the Company in this Agreement (but not the payment of the Accounts Receivable purchased thereby) and the payment and performance by the Company of its other obligations under this Agreement; and (d) The Company shall have delivered to Access Capital an opinion of counsel to the Company reasonably acceptable to Access Capital, in form and substance satisfactory to Access Capital, covering the legal matters set forth in Exhibit E attached hereto and such other matters as counsel to Access Capital reasonably may request. 4. Collection of Accounts Receivable (a) Commencing on the date of this Agreement, Access Capital shall administer the collection of all Accounts Receivable originated by the Company. Following identification of payments and application to the related invoices, payments received with respect to Accounts Receivable, net of Access Capital's administration fee as set forth in the Fee Schedule and any -3-

amounts due with respect to Purchased Receivables, shall be remitted to the Company by Access Capital at weekly intervals (or such other intervals to which the Company and Access Capital may agree from time to time). (b) Access Capital shall have the right of endorsement on all payments received in connection with each Account Receivable and the Company hereby appoints Access Capital the attorney-in-fact and agent of the Company for this purpose, which appointment is coupled with an interest and is irrevocable during the term of this Agreement. (c) Access Capital shall have no liability to the Company for any mistake in the application of any payment received by it with respect to any Account Receivable, so long as it acts in good faith and without gross negligence. Access Capital shall correct any mistakes in the application of payments received by it promptly upon obtaining knowledge of any such mistake and if, as a result of any such mistake, a credit should be made to the Company's account, Access Capital shall promptly provide the Company with such credit. 5. Administration of Purchased Receivables. For administrative convenience, the Purchased Receivables delivered by the Company to Access Capital during each week (or such other period as Access Capital may reasonably determine) may be aggregated and administered as a single Account Receivable, or as several discreet Accounts Receivable, in the discretion of Access Capital (each, an "Aggregate Receivable"). As Access Capital collects the Purchased Receivables comprising an Aggregate Receivable, it will pay to the Company an amount equal to the excess, if any, of (i) the aggregate amount collected by Access Capital with respect to such Aggregate Receivable, less (ii) the sum of (A) the aggregate Initial Payments made by Access Capital with respect to such Aggregate Receivable, (B) the fees earned by Access Capital with respect to such Aggregate Receivable, (C) the aggregate amount theretofore paid by Access Capital (in excess of the amounts specified in clauses (ii)(A) and (ii)(B) with respect to such Aggregate Receivable, if any, and (D) any amounts due pursuant to Sections 8 and 10 below which have not theretofore been paid. 6. Cross-Collateralization. If a Default (as defined in Section 11 below) shall have occurred and be continuing, Access Capital shall have the right, which may be exercised in its sole and absolute discretion at any time and from time to time during the continuance of such Default, to apply all amounts collected with respect to Accounts Receivable as follows, before any payment from such collections shall be made to the Company: (i) against the unreimbursed balance of the Initial Payments made by Access Capital to the Company with respect to Purchased Receivables; (ii) to the payment of all fees accrued with respect to Accounts Receivable purchased by Access Capital from the Company, whether or not such fees have become due and payable pursuant to the terms of this Agreement; and (iii) to the payment of any and all other liabilities and obligations of the Company to Access Capital pursuant to this Agreement, the Security Agreement and any other agreement entered into between Access Capital and the Company (the "Transaction Documents"). For purposes of this Section 6, "Company" means and includes each person named as the Company in the preamble to this Agreement and any parent, subsidiary, controlling person or other affiliate. -4-

7. Collection of Accounts Receivable. (a) The Company will instruct all Account Debtors obligated with respect to its Accounts Receivable to mail or deliver payments on such Accounts Receivable directly to Access Capital at its address set forth at the end of this Agreement or to such other address that Access Capital may specify in a written notice to the Company. Such instructions shall not be rescinded or modified without Access Capital's prior written consent. If, despite such instructions, the Company shall receive any payments with respect to any Accounts Receivable purchased by Access Capital, it shall receive such payments in trust for the benefit of Access Capital, shall segregate such payments from its other funds, and shall deliver or cause to be delivered to Access Capital, in the same form as so received with all necessary endorsements, all such payments received as soon as practicable, but in no event later than two business days after the receipt thereof by the Company. (b) Access Capital shall have the full power and authority to collect each Account Receivable, through legal action or otherwise, and may, in its sole discretion, settle, compromise, or assign (in whole or in part) the claim for any of the Accounts Receivable, or otherwise exercise any other right now existing or hereafter arising with respect to any of the Accounts Receivable, if such action will facilitate collection; provided, so long as no Default shall have occurred and be continuing, Access Capital shall give the Company five (5) days notice of its intention to take any such action. The amount of any reduction resulting from any such settlement, compromise, assignment or other collection action shall reduce the balance otherwise due to the Company hereunder. The Company acknowledges and agrees that Access Capital shall have the sole and exclusive right to commence legal action to collect any Account Receivable. 8. Payment of Expenses and Taxes; Indemnification. The Company will (a) pay or reimburse Access Capital for all of Access Capital's out-of-pocket costs and expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the fees and disbursements of counsel to Access Capital (whether or not such counsel is affiliated with Access Capital), provided, Access Capital agrees to first apply the balance remaining, if any, of the $5,000.00 good faith deposit previously paid by the Company to Access Capital to such costs and expenses before seeking reimbursement from the Company for such costs and expenses, (b) pay or reimburse Access Capital for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under the Transaction Documents, and the verification of the Accounts Receivable and the credit worthiness of the account debtors, including, without limitation, fees and disbursements of counsel to Access Capital (whether or not such counsel is affiliated with Access Capital); (c) pay, indemnify, and hold Access Capital harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from, any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement of modification of, or any waiver or consent under or in respect of, the Transaction Documents; (d) pay, indemnify, and hold Access Capital harmless from and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether threatened, pending or determined (including attorneys' fees and court costs now or hereafter arising from the enforcement of this clause), (1) with respect -5-

to the execution, delivery, enforcement and performance of the Transaction Documents, including, without limitation, the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any collateral, or (2) arising directly or indirectly from the activities of the Company or any subsidiary, its predecessors in interest, or third parties with whom it has a contractual relationship, or arising directly or indirectly from the violation of any environmental protection, health, or safety law, whether such claims are asserted by any governmental agency or any other person (all of the foregoing, collectively, the "indemnified liabilities"); provided, that the Company shall have no obligation hereunder to Access Capital with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of Access Capital, (ii) salaries and other amounts payable by Access Capital to its employees in the ordinary course of business (other than for legal fees specifically billed with respect to a particular matter to which the foregoing relates) or (iii) expenses incurred by Access Capital (other than those specifically enumerated above) in the ordinary course of business in connection with the performance of its obligations hereunder. The agreements in this Section 8 shall survive the termination of this Agreement. 9. Term. (a) This Agreement shall be effective for a period commencing on the date hereof and continuing until the close of business on the first anniversary of the date on which the Company shall first receive proceeds of an Initial Payment from Access Capital (the "Initial Term"). This Agreement shall be deemed to be automatically renewed for an additional term of one year at the expiration of the Initial Term, and thereafter to be automatically renewed for succeeding one year terms at the end of the first and each succeeding renewal term, unless the Company shall deliver written notice of cancellation to Access Capital not earlier than 90 days and not later than 60 days prior to the expiration date of the Initial Term or any succeeding renewal term. (b) The Company shall pay Access Capital a Due Diligence Fee equal to $5,000 on the first day of each renewal term hereunder, which amount at the option of Access Capital may be deducted from any amounts otherwise due from Access Capital to the Company. (c) The representations, warranties and covenants of the Company and the remedies of Access Capital for a breach of such representations, warranties and/or covenants, shall survive the termination of this Agreement, and such termination shall not affect the rights of Access Capital to enforce its remedies under the Transaction Documents against the Company or against any collateral after a default by the Company. 10. Facility Fee; Credits. (a) The fees set forth in the Fee Schedule attached hereto have been established after negotiation between the parties on the assumption that the aggregate acceptable Accounts Receivable tendered for purchase by (i) the Company hereunder and (ii) Oxford Systems, Inc. under its Factoring Agreement dated this date with Access Capital ("Oxford Agreement") will be at least $16.5 million (the "Base Purchase Amount") during the Initial Term and each renewal term. The Company acknowledges that the rates established in the Fee Schedule attached hereto as Exhibit B would have been higher if the anticipated volume of purchases of Accounts Receivable were lower. -6-

(b) In consideration of Access Capital's undertakings in this Agreement, the Company shall pay to Access Capital a fee in an amount equal to .75% of the Base Purchase Amount (the "Facility Fee") with respect to the Initial Term and each renewal term. The Facility Fee shall be due as of the commencement date of the Initial Term and of each renewal term, but the amount thereof, less any credit accrued pursuant to the provisions of this Section 10, shall be payable in arrears within fifteen (15) days of the end of the Initial Term and each renewal term (each such period, a "Contract Year"). Access Capital shall allow as a credit against the Base Purchase Amount on which the Facility Fee is computed due for each respective Contract Year (or if paid as a Facility Fee, will refund to the Company, without interest, to the extent of such payment) an amount equal to the aggregate Accounts Receivable tendered by the Company to Access Capital for purchase for the applicable Contract Year; provided, however, that the aggregate amount of any credit allowed with respect to any Contract Year shall not exceed the amount of the Facility Fee payable with respect to such Contract Year. Notwithstanding the foregoing, in the event that a Facility Fee shall be due to Access Capital under the Oxford Agreement, the total of such Facility Fee plus the Facility Fee due hereunder shall not exceed the amount of the Facility Fee due hereunder. 11. Defaults; Remedies. If any of the following events (each herein referred to as a "Default") shall occur: (a) Any representation, warranty or covenant made by the Company in any of the Transaction Documents shall prove to have been incorrect, incomplete or misleading on or as of the date made or deemed made; or (b) The Company shall fail to perform or observe any term covenant or agreement contained in any Transaction Document and such failure shall continue for a period of five (5) days after written notice thereof from Access Capital shall have been received by the Company; or (c) Access Capital shall reasonably believe that the Company is failing to tender all of its Accounts Receivable to Access Capital for purchase pursuant to Section 1 of this Agreement; or the Company shall have failed to tender Accounts Receivable to Access Capital for purchase for a period of thirty (30) or more consecutive business days; or (d) The Company shall instruct any Account Debtor to mail or deliver payment on Accounts Receivable to the Company or to any person other than Access Capital; or (e) There shall be any change in the controlling ownership of the Company; or (f) The Company (i) shall generally not pay, or shall be unable to pay, or shall admit in writing its inability to pay its debts as such debts become due; or (ii) shall make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver, or trustee for it or a substantial part of its assets; or (iii) shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (iv) shall have had any such petition or application filed or any such proceeding commenced against it in which an order for relief is entered or an adjudication or appointment is made, or (v) shall take any -7-

corporate action indicating its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or any substantial part of its properties; or (vi) shall suffer any such custodianship, receivership, or trusteeship to continue undischarged; then, and in any such event, Access Capital, without notice to the Company, may exercise all of the rights provided in Section 6 and, by notice to the Company, may: (i) declare the Facility Fee, Access Capital's accrued fees with respect to the Purchased Receivables (calculated as provided in the Fee Schedule as if all Purchased Receivables had been paid in full on the date of such declaration) and all other amounts payable under the Transaction Documents to be forthwith due and payable, whereupon the Facility Fee and all such other amounts shall become and be forthwith due and payable, without demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Company; or (ii) declare that its obligation to purchase and/or administer Accounts Receivable pursuant to this Agreement is terminated, whereupon such obligation or obligations shall forthwith terminate; or (iii) both. Access Capital may terminate its obligation to purchase additional Accounts Receivable pursuant to this Agreement without terminating this Agreement or its right to administer Accounts Receivable pursuant to the terms hereof. In addition, the Company shall pay to Access Capital a liquidation fee ("Liquidation Fee") in the amount of two and one half percent (2-1/2%) of the face amount of each Account Receivable outstanding at any time during a "liquidation period" (as defined below). For the purposes hereof, "liquidation period" means a period beginning on the earliest date of (i) an event referred to in Section 11(f) or (ii) the cessation of business of the Company and ending on the date on which Access Capital has actually received all fees, costs, expenses and other amounts due and owing to it under the Transaction Documents. The Liquidation Fee shall be paid on the earlier to occur of (i) the date on which Access Capital collects the applicable Account Receivable and (ii) the 90th day from invoice of such Account Receivable by deduction from any amount otherwise due from Access Capital to the Company or by the Company directly, at the option of Access Capital. 12. Notices. All notices and other communications hereunder and under any other Transaction Document (unless otherwise specified in such Transaction Document) shall be deemed given on the earlier of (x) actual receipt or (y) three (3) days following posting thereof in the mails, first class postage prepaid (provided, however, that notices given by telegram, telex or telefax shall be deemed given when dispatched by telegram, telex or telefax, as the case may be) and if to a party hereto addressed as set forth beneath its name at the foot hereof unless a party shall give notice in writing of a different address or telefax number in the manner provided herein. 13. Amendments, Etc. No amendment, modification, termination, or waiver of any provision of any Transaction Document to which the Company is a party, nor consent to any departure by the Company from any Transaction Document to which it is a party, shall in any event be effective unless the same shall be in writing and signed by Access Capital, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 14. No Waiver. No course of dealing between Access Capital and the Company, nor any failure or delay on the part of Access Capital in exercising any right, power, or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other -8-

right, power, or remedy hereunder. The rights and remedies provided in the Transaction Documents are cumulative, and are not exclusive of any other rights, powers, privileges, or remedies, now or hereafter existing, at law or in equity or otherwise. 15. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and Access Capital and their respective successors and assigns, except that the Company may not assign or transfer any of its rights under any Transaction Document to which it is a party without the prior written consent of Access Capital. 16. Integration. This Agreement and the other Transaction Documents contain the entire agreement between the parties relating to the subject matter hereof and supersede all oral statements and prior writings with respect thereto. 17. Severability of Provisions. Any provision of any Transaction Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of such Transaction Document or affecting the validity or enforceability of such provision in any other jurisdiction. 18. Additional Reports. In the event that at any time after the expiration of the term of this Agreement (as the same may be extended or modified, or terminated following the occurrence of a default), the Company or any successor or assignee of the Company, shall request additional information from Access Capital including, without limitation, account reports, collections advice for previously concluded transactions or information for the Company's accounting records, such information shall be supplied by Access Capital to the Company if available, and the Company shall pay Access Capital based on the time spent by Access Capital personnel in the preparation of such information for the Company, and for the disbursements incurred by Access Capital in connection therewith, at the hourly rates established by Access Capital for the consulting services of its personnel. 19. Headings. Section headings in the Transaction Documents are included in such Transaction Documents for the convenience of reference only and shall not constitute a part of the applicable Transaction Documents for any other purpose. 20. CONSENT TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT ACTION OR PROCEEDING BROUGHT IN SUCH A COURT, AFTER ALL APPROPRIATE APPEALS, SHALL BE CONCLUSIVE AND BINDING UPON IT. -9-

21. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 22. JURY TRIAL WAIVER. THE PARTIES HERETO DO HEREBY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT. 23. Records. Access Capital shall keep and maintain complete and accurate records of all transactions contemplated by this Agreement including, but not limited to, records of all Accounts Receivable purchased, payments advanced to the Company, payments received by Access Capital and fees due and owing by the Company. Access Capital shall provide the Company with a summary of all such transactions on a weekly basis. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. ACCESS CAPITAL, INC.
By: /s/ Paul Mahony ---------------------------Name: Paul Mahony Title: Vice President

Address for Notices: 405 Park Avenue New York, New York 10022 Attn: Client Services Department Telephone Number: (212) 644-9300 Telefax Number: (212) 644-5488 INTELLIGROUP, INC.
By: /s/ Ashok Pandey ---------------------------Ashok Pandey President By: /s/ ---------------------------Name: Title: Vice President

Address for Notices: 5 Lincoln Highway Edison, NJ 08820 Telephone Number: (908) 608-8908 Telefax Number: (908) 608-8819 -10-

EXHIBIT A INVOICE DELIVERY SCHEDULE Bulk #: ACI Invoice #: Aggregate Amount of Invoices: $ Initial Payment: $ Date: 199 Pursuant to the terms and conditions of the Factoring Agreement in effect by and between the Company (as named below) and Access Capital, Inc. ("Access Capital"), the Company hereby sells to Access Capital, and Access Capital hereby purchases from the Company, the accounts receivable of the Company set forth on Schedule A attached hereto and made a part hereof. Reference is made to the Factoring Agreement between the parties, the terms and conditions of which are incorporated herein by this reference.
Name of Company: INTELLIGROUP, INC. By: ------------------------Ashok Pandey President By: ------------------------Name: Title: Accepted: ACCESS CAPITAL, INC. By: ------------------------Name: Title:

EXHIBIT B INTELLIGROUP, INC. ALONG WITH ITS WHOLLY OWNED SUBSIDIARY FEE SCHEDULE The fee earned by Access Capital, Inc. for purchasing Accounts Receivable with an initial payment of 85% is at least .75% and not more than 6.5% of the amount of the Accounts Receivable purchased. From the maximum fee of 6.5%, the Company receives a rebate for collections received within the discount period, as follows: The Company's rebate for invoices paid: (i) within 15 days, is $5.75 per hundred (Access Capital's fee is .75%); thereafter, (ii) in up to 30 days, is $5.25 per hundred (Access Capital's fee is 1.25%); thereafter, (iii) in up to 45 days, is $4.50 per hundred (Access Capital's fee is 2%); thereafter, (iv) in up to 60 days, is $3.75 per hundred (Access Capital's fee is 2.75%); thereafter, (v) in up to 75 days, is $3.00 per hundred (Access Capital's fee is 3.5%); thereafter, (vi) in up to 90 days, is $2.25 per hundred (Access Capital's fee is 4.25); thereafter, (vi) in up to 105 days, is $1.50 per hundred (Access Capital's fee is 5%); thereafter, (vi) in up to 120 days, is $.75 per hundred (Access Capital's fee is 5.75%). There is no rebate for invoices paid in more than 120 days (Access Capital's fee is 6.5%), but Access Capital's fee will not exceed 6.5%, no matter how long it takes for the invoice to be paid. Access Capital, Inc. will earn a .75 (three quarter percent) administrative fee for all Accounts Receivable created by the Company and purchased by Access Capital during the term of the Account Agreements. AGREED TO AND ACCEPTED: INTELLIGROUP, INC. By: Ashok Pandey President By: Name: Title:

EXHIBIT C SECURITY AGREEMENT THIS SECURITY AGREEMENT made as of the __ day of October 1995 by and between INTELLIGROUP, INC., a New Jersey corporation, (hereinafter the "Company") and ACCESS CAPITAL, INC., a New York corporation ("Access Capital"). WITNESSETH: WHEREAS, the Company intends to enter into a Factoring Agreement with Access Capital dated the date hereof (the "Factoring Agreement") pursuant to which Access Capital will purchase certain accounts receivable represented by invoices rendered to customers of the Company ("Accounts Receivable") on the basis of, and in reliance upon the representations, warranties and covenants of the Company contained in the Factoring Agreement; and WHEREAS, it is a condition precedent to the obligation of Access Capital to purchase Accounts Receivable pursuant to the Factoring Agreement that the Company shall have entered into this Security Agreement for the purpose of securing the performance of the representations, warranties and covenants of the Company in the Factoring Agreement (but not the payment of the Accounts Receivable purchased thereby) and the payment and performance by the Company of its other obligations under the Factoring Agreement; NOW, THEREFORE, to induce Access Capital to enter into the Factoring Agreement and purchase Accounts Receivable pursuant thereto, and in consideration thereof and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as follows: 1. Security Interest. The Company hereby grants Access Capital a security interest (the "Security Interest") in all of the following property now owned or at any time hereafter acquired by it, or in which it now has or at any time in the future may acquire any right, title or interest (the "Collateral"): (a) all Accounts Receivable purchased by Access Capital pursuant to the Factoring Agreement, all rights of the Company pursuant to the Factoring Agreement, and all contract rights and other general intangibles related to the Accounts Receivable purchased by Access Capital pursuant to the Factoring Agreement and associated therewith and the proceeds and products thereof (including without limitation proceeds of insurance) and all additions, accessions and substitutions thereto or therefor; and (b) all accounts not purchased by Access Capital, all other personal property and fixtures of the Company, including, without limitation, inventory, equipment, goods, documents, instruments, contract rights, general intangibles and chattel paper in which the Company now has or hereafter may acquire any right, title or interest and the proceeds and products thereof (including

without limitation, proceeds of insurance) and all additions, accessions and substitutions thereto or therefor. Terms used in clauses (a) and (b) of this Section which are defined in the Uniform Commercial Code as enacted and in effect in the State of New York (the "Code") are used as so defined in the Code. 2. Obligations. This Agreement and the Security Interest shall secure the following obligations (the "Obligations"): (a) Any and all obligations of the Company under the Factoring Agreement (but not the payment of the Accounts Receivable purchased pursuant thereto) or under any other agreement or instrument executed and delivered pursuant thereto; and (b) Any and all other liabilities and obligations of every kind and nature whatsoever of the Company to Access Capital under the Factoring Agreement or otherwise, whether such liabilities and obligations be direct or indirect, absolute or contingent, secured or unsecured, now existing or hereafter arising or acquired, due or to become due. 3. Financing Statements and Other Action. The Company will do all lawful acts which Access Capital deems reasonably necessary or desirable to protect the Security Interest or otherwise to carry out the provisions of this Agreement, including, but not limited to, the execution of Uniform Commercial Code financing, continuation, amendment and termination statements and similar instruments in form satisfactory to Access Capital and the procurement of waivers and disclaimers of interest in the Collateral by the owners of any real estate on which the collateral is located and will promptly pay on demand any filing fees or other costs in connection with the filing or recordation of such statements and instruments. The Company irrevocably appoints Access Capital as its attorney-in-fact during the term of this Agreement, to do all acts which it may be required to do under this Agreement, such appointment being deemed to be a power coupled with an interest. 4. Places of Business. The Company warrants that its principal place of business, chief executive office and the place where the records concerning its accounts and contract rights are located at the address for notices set forth in the Factoring Agreement. None of the Accounts Receivable is evidenced by a promissory note or other instrument. The Company will keep its principal place of business and chief executive office and the office where it keeps its records concerning its accounts and contract rights at the location therefor specified in the previous sentence or, upon 30 days' prior written notice to Access Capital, at any other locations in a jurisdiction where all actions required by this Section 4 shall have been taken with respect to the Collateral. The Company will hold and preserve its records concerning its accounts and contract rights and will permit representatives of Access Capital at any time during normal business hours to inspect and make abstracts from such records. 5. Encumbrances. The Company warrants that it has title to the Collateral purportedly owned by it and that there are no sums owed or claims, liens, security interests or other encumbrance (collectively, "Liens") against the Collateral other than as set forth on Schedule 1 -2-

hereto. The Company will notify Access Capital of any Liens against the Collateral, will defend the Collateral against any Liens adverse to Access Capital, except for liens having priority listed on Schedule I hereto, and will not create, incur, assume, or suffer to exist now or at any time throughout the duration of the term of this Security Agreement, any Liens against the Collateral, whether now owned or hereafter acquired, except liens in favor of Access Capital, liens placed upon fixed assets hereafter acquired to secure all or a portion of the purchase price thereof provided, any lien shall not encumber any other property or assets of the Company and liens listed on Schedule I. 6. Maintenance of Collateral. The Company shall preserve the Collateral for the benefit of Access Capital. Without limiting the generality of the foregoing, the Company shall: (a) make all such repairs, replacements, additions and improvements to its equipment as in its judgment are necessary to permit such business to be properly and advantageously conducted at all times; (b) maintain and preserve its inventory except as sold in the ordinary course of business; (c) preserve all beneficial contract rights to the extent commercially reasonable; (d) in conjunction with, and at the direction of, Access Capital, take commercially reasonable steps to collect all accounts; and (e) pay all taxes, assessments or other charges on the Collateral when due, unless the amount or validity of such taxes, assessments or charges are being contested in good faith by appropriate proceedings and reserves have been provided on its books with respect thereto in conformity with generally accepted principles. Nothing contained herein shall be construed to prohibit the Company from buying and selling equipment and inventory in the ordinary course of business. 7. Additional Provisions Concerning the Collateral (a) The Company authorizes Access Capital to file, without the signature of the Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral. Access Capital may file a photographic or other reproduction of this Agreement in lieu of a financing or continuation statement in any filing office where it is permissible to do so. (b) The Company irrevocably appoints Access Capital as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of the Company and in its name or otherwise, from time to time in Access Capital's discretion, to take any action or execute any instrument which Access Capital may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance requested to be paid to Access Capital pursuant to Section 8 hereof; (ii) -3-

to ask, demand, collect, sue for, recover, compound, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts and other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign the Company's name on any invoice or bill of lading relating to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to Access Capital); (v) if a Default (as defined in the Factoring Agreement) has occurred and is continuing, to notify the postal authorities to change the address for delivery of its mail to an address designated by Access Capital, to receive, open and process all mail addressed to the Company, to send requests for verification of accounts to customers; and (vi) to file any claims or take any action or institute any proceedings which Access Capital may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Access Capital with respect to any of the Collateral. The Company ratifies and approves all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to the Company for any act or omission as such attorney. (c) If the Company fails to perform any agreement contained herein, Access Capital may itself perform, or cause performance of, such agreement or obligation, and the costs and expenses of Access Capital incurred in connection therewith shall be payable by the Company and shall be fully secured hereby. (d) The powers conferred on Access Capital hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon Access Capital to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Access Capital shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral except that Access Capital shall, at all times, act in a commercial reasonable manner. (e) Anything herein to the contrary notwithstanding, (i) the Company shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the same extent as if this Agreement had not been executed; (ii) the exercise by Access Capital of any of its rights hereunder shall not release the Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) Access Capital shall not have any obligation or liability by reason of this Agreement under any contracts and agreements relating to the Collateral, nor shall Access Capital be obligated to perform any of the obligations or duties of the Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. 8. Insurance. The Company shall maintain insurance covering the Collateral with financially sound and reputable insurers satisfactory to Access Capital against such risks as are customarily insured by a business in the same or a similar industry and similarly situated for an amount not less than the full replacement value of such Collateral. All such insurance policies covering property on and after the date such property becomes subject to the Security Interest shall be written so as to be payable in the event of loss to the Company and Access Capital as their -4-

interests shall appear and shall provide for at least thirty (30) days prior written notice to Access Capital prior to the cancellation or modification of each such policy. At the request of Access Capital, all insurance policies covering property subject to the Security Interest shall be furnished to and held by Access Capital. If, while any Obligations are outstanding, any proceeds with respect to any casualty loss are paid to Access Capital under such policies on account of such casualty loss, and no Default (as defined in the Factoring Agreement) has occurred and is continuing, Access Capital will pay over such proceeds in whole or in part to the Company, for the purpose of repairing or replacing the Collateral destroyed or damaged, with any such repaired or replaced Collateral to be secured by this Agreement. If a Default has occurred and is continuing, Access Capital may apply the proceeds in its discretion to any of the Obligations. Access Capital is hereby appointed during the term of this Agreement as irrevocable attorney-in-fact to collect the proceeds of such insurance, to settle any claims with the insurers in the event of loss or damage, to endorse settlement drafts and upon the occurrence and during the continuance of a Default to cancel, assign or surrender any insurance policies. 9. Remedies. If any Default (as defined in the Factoring Agreement) shall have occurred and be continuing: (a) Access Capital may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Code (whether or not the Code applies to the affected Collateral), and also may (i) require the Company to, and the Company hereby agrees that it will at its expense and upon request of Access Capital forthwith, assemble all or part of the Collateral as directed by Access Capital and make it available to Access Capital at a place to be designated by Access Capital which is reasonably convenient to both parties and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Access Capital's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Access Capital may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Access Capital shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Access Capital may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Access Capital as Collateral and all cash proceeds received by Access Capital in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of Access Capital, be held by Access Capital as Collateral for, and/or then or any time thereafter be applied in whole or in part by Access Capital against, all or any part of the Obligations in such order as Access Capital shall elect. Any surplus of such cash or cash proceeds held by Access Capital and remaining after payment in full of all the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplus. (c) Access Capital may exercise any and all rights and remedies of the Company under or in connection with the Collateral, including, without limitation, any and all rights of the -5-

Company to demand or otherwise require payment of any amount under, or performance of any provision of, any account, contract or agreement. (d) All payments received by the Company under or in connection with the Collateral shall be received in trust for the benefit of Access Capital, shall be segregated from other funds of the Company and shall be forthwith paid over to Access Capital in the same form as so received (with any necessary endorsement). 10. Payment of Taxes, Charges, Etc. Access Capital, at its option, after two (2) days notice to the Company (provided it is not, in the reasonable opinion of Access Capital, impractical to provide such notice), may discharge any taxes, charges, assessments, security interests, liens or other encumbrances upon the Collateral or otherwise protect the value thereof. All such expenditures incurred by Access Capital shall become payable by the Company to Access Capital upon demand, shall bear interest at an annual rate equal at all times to the lesser of 15 percent per annum or the highest legal interest rate from the date incurred to the date of payment, and shall be secured by the Collateral. 11. Duties with Respect to Collateral. Access Capital shall have no duty to the Company with respect to the Collateral other than the duty to use reasonable care in the safe custody of any of the Collateral in its possession. Without limiting the generality of the foregoing, Access Capital, although it may do so at its option, shall be under no obligation to the Company to take any steps necessary to preserve rights in the Collateral against other parties. 12. Waivers. To the extent permitted by law, the Company hereby waives demand for payment, notice of dishonor or protest and all other notices of any kind in connection with the Obligations except notices required herein, by law or by any other agreement between the Company and Access Capital and to act in a commercially reasonable manner. Access Capital may release, supersede, exchange or modify any collateral or security which it may from time to time hold and may release, surrender or modify the liability of any third party without giving notice hereunder to the Company. Such modifications, changes, renewals, releases or other actions shall in no way affect the Company's obligations hereunder. 13. Termination. This Agreement and the Security Interest shall terminate upon the expiration, cancellation or other termination of the Factoring Agreement, provided that all Obligations have been paid or discharged in full. Upon termination of the Security Interest, Access Capital will deliver to the Company appropriate termination statements with respect to Collateral so released from the Security Interest for filing with each filing officer with which financing statements have been filed by Access Capital to perfect the Security Interest in such Collateral. 14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and Access Capital and their respective successors and assigns. 15. Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. -6-

16. CONSENT TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT ACTION OR PROCEEDING BROUGHT IN SUCH A COURT, AFTER ALL APPROPRIATE APPEALS, SHALL BE CONCLUSIVE AND BINDING UPON IT. 17. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 18. JURY TRIAL WAIVER. THE PARTIES HERETO DO HEREBY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT. IN WITNESS WHEREOF, the parties hereto have executed this Security Agreement as of the date first above written. INTELLIGROUP, INC. By: Ashok Pandey President By: Name:

Title: ACCESS CAPITAL, INC. By: Name:

Title: -7-

Schedule 1 to Security Agreement PERMITTED LIENS -8-

IMPORTANT--Read Instructions on back before filling out form - ------------------------------------------------------------------------------------------------------This FINANCING STATEMENT is presented for filing and will remain effective with certain exceptions for a five years from the date of filing pursuant to section 9403 of the California Uniform Commercial Code. - ------------------------------------------------------------------------------------------------------1. DEBTOR (LAST NAME FIRST--IF AN INDIVIDUAL) 1A. SOCIAL SECURITY OR FEDERAL T Intelligroup, Inc. 11-2880025 - ------------------------------------------------------------------------------------------------------1B. MAILING ADDRESS 1C. CITY, STATE 1D. Z 2107 North 1st Street San Jose, CA - ------------------------------------------------------------------------------------------------------2. ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRST--IF AN INDIVIDUAL) 2A. SOCIAL SECURITY OR FEDERAL T - ------------------------------------------------------------------------------------------------------2B. MAILING ADDRESS 2C. CITY, STATE 2D. Z - ------------------------------------------------------------------------------------------------------3. DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3A. FEDERAL TAX NUMBER - ------------------------------------------------------------------------------------------------------4. SECURED PARTY 4A. SOCIAL SECURITY NO., FEDERA or same transit and A.S.A. N NAME Access Capital, Inc. MAILING ADDRESS 405 Park Avenue CITY New York STATE NY ZIP CODE 10022 - ------------------------------------------------------------------------------------------------------5. ASSIGNEE OF SECURED PARTY (IF ANY) 5A. SOCIAL SECURITY NO., FEDERA or same transit and A.S.A. N NAME MAILING ADDRESS CITY STATE ZIP CODE - ------------------------------------------------------------------------------------------------------6. This FINANCING STATEMENT covers the following types or items of property (INCLUDE DESCRIPTION OF REA ON WHICH LOCATED AND OWNER OF RECORD WHEN REQUIRED BY INSTRUCTION 4). SEE RIDER A - ------------------------------------------------------------------------------------------------------7. CHECK [X] 7A. [ ] PRODUCTS OF COLLATERAL 7B. DEBTOR(S) SIGNATURE NOT REQUIR IF APPLICABLE ARE ALSO COVERED ACCORDANCE WITH INSTRUCTION 5( [ ] (1) [ ] (2) [ ] (3) [ - ------------------------------------------------------------------------------------------------------8. CHECK [X] [ ] DEBTOR IS A "TRANSMITTING UTILITY" IN ACCORDANCE WITH UCC ????? IF APPLICABLE - ------------------------------------------------------------------------------------------------------9. DATE C 10. THIS SPACE FOR USE OF FILIN O (DATE, TIME, FILE NUMBER > D AND FILING OFFICER) SIGNATURE(S) OF DEBTOR(S) E - -------------------------------------------------------------Intelligroup, Inc. TYPE OR PRINT NAME(S) OF DEBTOR(S) - -------------------------------------------------------------> SIGNATURE(S) OF SECURED PARTY(IES) - -------------------------------------------------------------Access Capital, Inc. TYPE OR PRINT NAME(S) OF SECURED PARTY(IES) - -------------------------------------------------------------11. Return copy to: NAME ADDRESS CITY STATE ZIP CODE 1 2

3 4

5 6 7 8

Access Capital, Inc. 405 Park Avenue New York, NY 10022

9 0

ATTN:

Janna Kruse

- -------------------------------------------------------------FORM UCC??? Approved by the Secretary of State - -------------------------------------------------------------------------------------------------------

RIDER A TO UCC-1 FINANCING STATEMENT
Debtor: Intelligroup, Inc. (the "Company") 2107 North 1st Street San Jose, CA 95131 Access Capital Inc. ("Access Capital") 405 Park Avenue New York, NY 10022

Secured Party:

This financing statement covers the following types (or items) of property: (a) all Accounts Receivable (the "Accounts Receivable") purchased by Access Capital pursuant to a certain factoring agreement between Access Capital and the Company, as the same may be modified or amended from time to time (the "Factoring Agreement"), all rights of the Company pursuant to the Account Agreements, and all contract rights and other general intangibles related to the Accounts Receivable purchased by Access Capital pursuant to the Account Agreements and associated therewith and the proceeds and products thereof (including without limitation proceeds of insurance) and all additions, accessions and substitutions thereto or therefor, and (b) all accounts not purchased by Access Capital, all contract rights, all personal property and fixtures, equipment and other goods, documents, instruments, certificate of deposit (whether represented by a certificate or not), general intangibles and chattel paper in which the Company now has or herewith acquires any right, title or interest and the proceeds and products thereof (including without limitation, proceeds of insurance) and all additions, accessions and substitutions thereto or therefor. Pursuant to a Security Agreement between the Company and Access Capital, the Company has agreed that it will not further encumber all or any portion of the foregoing assets, except as otherwise permitted by the provisions of the Security Agreement.
INTELLIGROUP, INC. ACCESS CAPITAL, INC.

By: /s/ ASHOK PANDEY ------------------------------Ashok Pandey President

By: --------------------------------Janna Kruse Business Development Coordinator

ANTI-FRAUD and PERFORMANCE AGREEMENT THIS ANTI-FRAUD and PERFORMANCE AGREEMENT, made as of the ____ day of October 1995, by and between ASHOK PANDEY ("Pandey") and ACCESS CAPITAL, INC., a New York corporation ("Access Capital"). W I T N E S S E T H: WHEREAS, INTELLIGROUP, INC. (hereinafter the "Company") and Access Capital intend to enter into a Factoring Agreement dated the date hereof (the "Factoring Agreement") pursuant to which Access Capital will purchase certain accounts receivable billed to customers of the Company ("Accounts Receivable") on the basis of, and in reliance upon, the representations, warranties and covenants of the Company contained in the Factoring Agreement; and WHEREAS, Pandey is an officer and shareholder of the Company; and WHEREAS, it is a condition precedent to the obligation of the Access Capital to enter into the Factoring Agreement and to purchase Accounts Receivable pursuant thereto that Pandey shall have entered into this AntiFraud and Performance Agreement, guaranteeing the performance by the Company of the representations, warranties and covenants of the Company in the Factoring Agreement (but not the payment of the Accounts Receivable purchased thereby) and the payment and performance by the Company of its other obligations under the Factoring Agreement; NOW, THEREFORE, in order to induce Access Capital to enter into the Factoring Agreement and the Factoring Agreement and to purchase Accounts Receivable pursuant thereto, and in consideration thereof and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Pandey, it is agreed as follows: 1. Liabilities of Pandey. Pandey hereby absolutely and unconditionally guarantees the accuracy and completeness of the Company's representations and warranties and the prompt and complete performance by the Company of the Company's covenants and obligations in the Factoring Agreement, the prompt and complete payment and performance of all other fees, expenses and obligations of any nature that shall become due or owing to Access Capital by the Company under the Factoring Agreement or pursuant to any modification or amendment thereof, and the payment of any costs or expenses incurred by Access Capital in enforcing the same (the "Obligations"). Except as provided in Section 7, this Anti-Fraud and Performance Agreement is a continuing guaranty of the Obligations for the duration of the term of the Factoring Agreement and any renewals or extensions thereof. Payments to be made by Pandey hereunder may be required by Access Capital on any number of occasions. Payment by Pandey shall be made to Access Capital at Access

Capital's office on demand as Obligations become due. 2. Presumption of Default. In the event that Access Capital shall have purchased an Account Receivable from the Company which shall not have been paid in full when due at a time when the customer to which such Account Receivable was billed has not (i) ceased generally to pay its debts as they become due, or (ii) made an assignment for the benefit of creditors, or petitioned or applied to any tribunal for the appointment of a custodian, receiver, or trustee for it or a substantial part of its assets, or (iii) commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, or (iv) had a petition or application filed or any such proceeding commenced against it, then the failure of the customer to pay such Account Receivable shall be presumed to be the result of the Company's breach of a representation, warranty, covenant or obligation in the Factoring Agreement with respect to the Account Receivable to which it relates. 3. Costs of Enforcement. Pandey shall pay to Access Capital forthwith upon demand, all reasonable costs and expenses (including court costs and legal expenses) incurred or expended by Access Capital in enforcing its rights under this Anti-Fraud and Performance Agreement. 4. Waiver of Right of Subrogation. Notwithstanding any payment or payments made by Pandey hereunder, Pandey will not exercise any rights of Access Capital against the Company by way of subrogation, reimbursement or indemnity, and shall have no right of recourse to any assets or property of the Company held for the payment and performance of its Obligations, whether or not the Obligations of the Company shall be satisfied. If there is more than one obligor, each obligor agrees not to seek contribution from any other obligor until all the Obligations shall have been paid in full. If any amount shall nevertheless be paid to Pandey, such amount shall be held in trust for the benefit of Access Capital and shall forthwith be paid to Access Capital to be credited and applied to the Obligations, whether matured or not matured. The provisions of this Section 4 shall survive termination of this Anti-Fraud and Performance Agreement. 5. Waiver. Pandey hereby assents, to the extent permitted by law, to all the terms and conditions of the Obligations and waives: (a) notice of acceptance of this Anti-Fraud and Performance Agreement and all notice of the creation, extension or accrual of any Obligations; (b) presentment, demand for payment, notice of dishonor and protest; (c) notice of any other nature whatsoever; (d) any requirement of diligence or promptness on the part of Access Capital in the enforcement of any of its rights under the provisions of the Factoring Agreement or any Account Agreement; (e) any requirement that Access Capital take any action whatsoever against the Company or any other party or file any claim in the event of the bankruptcy of the Company; or (f) failure of Access Capital to protect, preserve or resort to any collateral. The waivers set forth in this section shall be effective notwithstanding the fact that the Company ceases to exist by reason of its liquidation, merger, consolidation or otherwise. 6. Consent. Pandey hereby consents that from time to time, and without further notice to or consent of Pandey, Access Capital may take any or all of the following actions without affecting the liability of Pandey: (a) extend, renew, modify, compromise, settle or

release the Obligations; (b) release or compromise any liability of any party or parties with respect to the Obligations; (c) release its security interest in the collateral or exchange, surrender or otherwise deal with the collateral as Access Capital may determine; or (d) exercise or refrain from exercising any right or remedy of Access Capital. 7. Obligations of Pandey Unconditional; Termination. The obligations of Pandey under this Anti-Fraud and Performance Agreement shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of any Obligation or any instrument or agreement evidencing the same or relating thereto or any other circumstance that might otherwise constitute a defense available to, or a discharge of, Pandey. The obligations of Pandey hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by complete payment or performance of the Obligations and the liabilities of Pandey hereunder. 8. Notices. All notices and other communications hereunder shall be deemed given when delivered or deposited in the mails, first class postage prepaid (provided, however, that notices given by telegram, telex or telefax shall be deemed given when dispatched) and if to a party hereto addressed as set forth beneath its name at the foot hereof unless a party shall give notice of a different address or telefax number in the manner provided herein. 9. Survival of Agreement. This Anti-Fraud and Performance Agreement shall inure to the benefit of and be binding upon Pandey and Access Capital and their respective heirs, successors and assigns, including any subsequent holder or holders of any Obligations, and the term "Access Capital" shall include any such holder or holders whenever the context permits. 10. Independent Obligations. Access Capital may proceed against Pandey under this Anti-Fraud and Performance Agreement without first proceeding against the Company, against any other surety or any other person or any security held by Access Capital and without pursuing any other remedy. 11. CONSENT TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT ACTION OR PROCEEDING BROUGHT IN SUCH A COURT, AFTER ALL APPROPRIATE APPEALS, SHALL BE CONCLUSIVE AND BINDING UPON IT. 12. GOVERNING LAW. THIS ANTI-FRAUD AND PERFORMANCE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED

BY THE LAWS OF THE STATE OF NEW YORK. 13. JURY TRIAL WAIVER. THE PARTIES HERETO DO HEREBY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT. IN WITNESS WHEREOF, Pandey has executed this Agreement as a sealed instrument as of the date first above written. Ashok Pandey By: Name:

Title: Address for Notices: 5 Lincoln Highway Edison, NJ 08820 Telephone Number: (908) 608-8908 Telefax Number: (908) 608-8819 The foregoing Anti-Fraud and Performance Agreement is hereby confirmed and accepted as of the date hereof: ACCESS CAPITAL, INC. By: Name:

Title: Address for Notices: 405 Park Avenue New York, New York 10022 Attn: Client Services Department Telephone Number: (212) 644-9300 Telefax Number: (212) 644-5488

GUARANTY (Corporate) New York, New York October 20, 1995 FOR VALUE RECEIVED, and in consideration of credit or other financial accommodations extended or to be extended by Access Capital, Inc. ("Access") to or for the account of Oxford Systems, Inc. ("Company") from time to time and at any time and for other good and valuable consideration and to induce Access, in its discretion, to enter into factoring arrangements and make advances, extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Access may deem advisable, the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) unconditionally guaranties to Access, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of Company to Access and of all instruments of any nature evidencing or relating to any such obligations and liabilities upon which Company or one or more parties and Company is or may become liable to Access, whether incurred by Company as maker, endorser, drawer, acceptor, guarantor, accommodation party or otherwise, and whether due or to become due, secured or unsecured, absolute or contingent, joint or several, and however or whenever acquired by Access, whether arising under, out of, or in connection with that certain Factoring Agreement between Access and Company dated this date (as amended, supplemented, modified or restated from time to time, the "Factoring Agreement") or any documents, instruments or agreements relating to or executed in connection with the Factoring Agreement or any documents, instruments or agreements referred to therein (together with the Factoring Agreement, the "Factoring Documents"), or otherwise (all of which are herein collectively referred to as the "Obligations"), and irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations or of any collateral therefor or of the existence or extent of such collateral. In furtherance of the foregoing, the undersigned hereby agrees as follows: 1. No Impairment. Access may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the undersigned, extend the time of payment of, exchange or surrender any collateral for, renew or extend any of the Obligations or increase or decrease any fees with respect thereto, or any interest rate thereon, and may also make any agreement with Company or with any other party to or person liable on any of the Obligations, or interested therein, for the

extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between Access and Company or any such other party or person, or make any election of rights Access may deem desirable under the United States Bankruptcy Code, as amended, or any other federal or state bankruptcy, reorganization, moratorium or insolvency law relating to or affecting the enforcement of Creditors' rights generally (any of the foregoing, an "Insolvency Law") without in any way impairing or affecting this Guaranty. This instrument shall be effective regardless of the subsequent incorporation, merger or consolidation of Company, or any change in the composition, nature, personnel or location of Company and shall extend to any successor entity to Company, including a debtor in possession or the like under any Insolvency Law. 2. Guaranty Absolute. The undersigned guarantees that the Obligations will be paid strictly in accordance with the terms of the Factoring Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or thereafter in effect in any jurisdiction affecting any of such terms or the rights of Company with respect thereto. The undersigned hereby knowingly accepts the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Company will extract additional indebtedness for which the undersigned may be liable hereunder after Company's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Company has properly authorized incurring such additional indebtedness. The undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Company, have been made by Access to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Company shall be governed solely by the provisions of the Factoring Agreement. The liability of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the factoring Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof; (b) any lack of validity or enforceability of any Factoring Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof; (c) any furnishing of any additional security to Access or its assignees or any acceptance thereof or -2-

any release of any security by Access or its assignees; (d) any limitation on any party's liability or obligation under the Factoring Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Company, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undesigned to Access shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations of Company to Access under the Factoring Agreement. Obligations include post-petition interest whether or not allowed or allowable. 3. Waivers. (a) This Guaranty is a guaranty of payment and not a collection. Access shall be under no obligation to institute suit, exercise rights or remedies or take any other action against Company or any other person liable with respect to any of the Obligations or resort to any collateral security held by it to secure any of the obligations as a condition precedent to the undersigned being obligated to perform as agreed herein and Guarantor hereby waives any and all rights which it may have by statute or otherwise which would require Access to do any of the foregoing. The undersigned further consents and agrees that Access shall be under no obligation to marshal any assets in favor of the undersigned, or against or in payment of any or all of the Obligations. The undersigned hereby waives any rights to interpose any defense, counterclaim or offset of any nature and description which it may have or which may exist between and among Access, Company and/or the undersigned with respect to the undersigned's obligations under this Guaranty, or which Company may assert on the underlying debt, including but not limited to failure of consideration, breach or warranty, fraud, payment (other than cash payment in full of the Obligations), statute of frauds, bankruptcy, infancy, statute of limitations, accord and satisfaction, and usury. (b) The undersigned further waives (i) notice of the acceptance of this Guaranty, of the making of any such loans or extensions of credit, and of all notices and demands of any kind to which the undersigned may be entitled, including, without limitation, notice of adverse change in Company's financial -3-

condition or of any other fact which might materially increase the risk of the undersigned; (ii) presentment to or demand of payment from anyone whomsoever liable upon any of the Obligations, protest, notices of presentment, non-payment or protest and notice of any sale of collateral security or any default of any sort. (c) Notwithstanding any payment or payments made by the undersigned hereunder, or any setoff or application of funds of the undersigned by Access, the undersigned shall not be entitled to be subrogated to any of the rights of Access against Company or against any collateral or guarantee or right of offset held by Access for the payment of the Obligations, nor shall the undersigned seek or be entitled to seek any contribution or reimbursement from Company in respect of payments made by the undersigned hereunder, until all amounts owing to Access by Company on account of the Obligations are paid in full and the Factoring Agreement has been terminated. If, notwithstanding the foregoing, any amount shall be paid to the undersigned on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full and the Factoring Agreement shall not have been terminated, such amount shall be held by the undersigned in trust for Access, segregated from other funds of the undersigned; and shall forthwith upon, and in any event within two (2) business days of, receipt by the undersigned, be turned over to Access in the exact form received by the undersigned (duly endorsed by the undersigned to Access, if required), to be applied against the Obligations, whether matured or unmatured, in such order as Access may determine, subject to the provisions of the Factoring Agreement. 4. Security. All sums at any time to the credit of the undersigned and any property of the undersigned in Access's possession or in the possession of any bank, financial institution or other entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, Access (each such entity, an "Affiliate") shall be deemed held by Access or such Affiliate, as the case may be, as security for any and all of the undersigned's obligations to Access and to any Affiliate of Access, not matter how or when arising and whether under this or any other instrument, agreement or otherwise. 5. Representations and Warranties. The undersigned hereby represents and warrants (all of which representations and warranties shall survive until all Obligations are indefeasibly satisfied in full and there remain no outstanding commitments under the Factoring Agreement), that: (a) Corporate Status. The undersigned is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey and -4-

has full power, authority and legal right to own its property and assets and to transact the business in which it is engaged. (b) Authority and Execution. The undersigned has full power, authority and legal right to execute and deliver and to perform its obligation under, this Guaranty and has taken all necessary corporate and legal action to authorize the execution, delivery and performance of this Guaranty. (c) Legal, Valid and Binding Character. This Guaranty constitutes the legal, valid and binding obligation of the undersigned enforceable in accordance with its terms, except as enforceability may be limited by applicable Insolvency Law. (d) Violations. The execution, delivery and performance of this Guaranty will not violate any requirement of law applicable to the undersigned or any material contract, agreement or instrument to which the undersigned is a party or by which the undersigned or its property is bound or result in the creation or imposition of any mortgage, lien or other encumbrance other than to Access on any of the property or assets of the undersigned pursuant to the provisions of any of the foregoing. (e) Consents or Approvals. No consent of any other Person (including, without limitation, any creditor of the undersigned) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty. (f) Litigation. No litigation, arbitration, investigation or administrative proceeding of or before any court, arbitrator or governmental authority, bureau or agency is currently pending or, to the best knowledge of the undersigned, threatened (i) with respect to this Guaranty or any of the transactions contemplated by this Guaranty or (ii) against or affecting the undersigned, or any of its property or assets, which, if adversely determined, would have a material adverse effect on the business, operations, assets or condition, financial or otherwise, of the undersigned. -5-

(g) Financial Benefit. The undersigned has derived or expects to derive a financial or other advantage from each and every loan, advance or extension of credit made under the Factoring Agreement or other Obligation incurred by Company to Access. The foregoing representations and warranties shall be deemed to have been made by the Undersigned on the date of each sale of accounts receivable by Company under the Factoring Agreement on and as of such date as though made hereunder on and as of such date. 6. Acceleration. (a) If any breach of any covenant or condition or other event of default shall occur and be continuing under any agreement made by Company or the undersigned to Access, or either Company or the undersigned should at any time become insolvent, or make a general assignment, or if a proceeding in or under any Insolvency Law shall be filed or commenced by, or in respect of, the undersigned, or if a notice of any lien, levy, or assessment is filed of record with respect to any assets of the undersigned by the United States or any department, agency, or instrumentality thereof, or if any taxes or debts owing at any time or times hereafter to any one of them becomes a lien or encumbrance upon any assets of the undersigned in Access's possession, or otherwise, any and all Obligations shall for purposes hereof, at Access's option, be deemed due and payable without notice notwithstanding that any such Obligation is not then due and payable by Company. (b) The undersigned will promptly notify Access of any default by the undersigned in the performance or observance of any term or condition of any agreement to which the undersigned is a party if the effect of such default is to cause, or permit the holder of any obligation under such agreement to cause, such obligation to become due prior to its stated maturity and, if such an event occurs, Access shall have the right to accelerate the undersigned's obligations hereunder. 7. Payments from Guarantor. Access, in its sole and absolute discretion, with or without notice to the undersigned, may apply on account of the Obligations any payment from the undersigned or any other guarantor, or amounts realized from any security for the Obligations, or may deposit any and all such amounts realized in a non-interest bearing cash collateral deposit account to be maintained as security for the Obligations. 8. Costs. The undersigned shall pay on demand, all fees and expenses (including reasonable expenses for legal services of every kind) relating or incidental to the enforcement or -6-

protection of the rights of Access hereunder or under any of the Obligations. 9. No Termination. This is a continuing irrevocable guaranty and shall remain in full force and effect and be binding upon the undersigned, and the undersigned's successors and assigns, until all of Company's Obligations have been paid in full and the Factoring Agreement has been terminated. If any of the present or future Obligations are guarantied by persons, partnerships or corporations in addition to the undersigned, the death, release or discharge in whole or in part or the bankruptcy, merger, consolidation, incorporation, liquidation or dissolution of one or more of them shall not discharge or affect the liabilities of the undersigned under this Guaranty. 10. Recapture. Anything in this Guaranty to the contrary notwithstanding, if Access receives any payment or payments on account of the liabilities guarantied hereby, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver, or any other party under any Insolvency Law, common law or equitable doctrine, then to the extent of any sum not finally retained by Access, the undersigned's obligations to Access shall be reinstated and this Guaranty shall remain in full force and effect (or be reinstated) until payment shall have been made to Access, which payment shall be due on demand. 11. Books and Records. The books and records of Access showing the account between Access and Company shall be admissible in evidence in any action or proceeding, shall be binding upon the undersigned for the purpose of establishing the items therein set forth and shall constitute prima facie proof thereof. 12. No Waiver. No failure on the part of Access to exercise, no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Access of any right, remedy or power hereunder preclude any other or future exercise of any other legal right, remedy or power. Each and every right, remedy and power hereby granted to Access or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by Access at any time and from time to time. 13. Waiver of Jury Trial. THE UNDERSIGNED DOES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR WITH RESPECT TO THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR RELATING OR INCIDENTAL HERETO. THE UNDERSIGNED DOES HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF ACCESS HAS REPRESENTED EXPRESSLY OR OTHERWISE, THAT ACCESS WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. -7-

14. Governing Law; Jurisdiction; Amendments. THIS INSTRUMENT CANNOT BE CHANGED OR TERMINATED ORALLY, AND SHALL BE GOVERNED, CONSTRUED AND INTERPRETED AS TO VALIDITY, ENFORCEMENT AND IN ALL OTHER RESPECTS IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE UNDERSIGNED EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR ALL PURPOSES IN CONNECTION HEREWITH. ANY JUDICIAL PROCEEDING BY THE UNDERSIGNED AGAINST ACCESS INVOLVING, DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED HEREWITH SHALL BE BROUGHT ONLY IN THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. THE UNDERSIGNED FURTHER CONSENTS THAT ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN DISTRICT OF NEW YORK BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. THE UNDERSIGNED WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS. 15. Severability. To the extent permitted by applicable law, any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 16. Amendments, Waivers. No amendment or waiver of any provision of this Guaranty nor consent to any departure by the undersigned therefrom shall in any event be effective unless the same shall be in writing executed by the undersigned and Access. 17. Notice. All notices, requests and demands to or upon the undersigned, shall be in writing or by telecopy or telex and shall be deemed to have been duly given or made (a) when delivered, if by hand, (b) three (3) days after being deposited in the mail, postage prepaid, if by mail, (c) when delivered, if by telecopy or, (d) in the case of telex notice, when sent, answer back receiver in each event, to the number and address set forth beneath the signature of the undersigned. 18. Successors. Access may, from time to time, without notice to the undersigned, sell, assign, transfer or otherwise dispose of all or any part of the Obligations and/or rights under this Guaranty. Without limiting the generality of the foregoing, -8-

Access may assign, or grant participations to, one or more banks, financial institutions or other entities all or any part of any of the Obligations. In each such event, Access, its Affiliates and each and every immediate and successive purchaser, assignee, transferee or holder of all or any part of the Obligations shall have the right to enforce this Guaranty, by legal action or otherwise, for its own benefit as fully as if such purchaser, assignee, transferee or holder were herein by name specifically given such right. Access shall have an unimpaired right to enforce this Guaranty for its benefit with respect to that portion of the Obligations which Access has not disposed of, sold, assigned, or otherwise transferred. 19. Release. Nothing except cash payment in full of the Obligations shall release the undersigned from liability under this Guaranty. IN WITNESS WHEREOF, this Guaranty has been executed by the undersigned this 20 day of October, 1995. INTELLIGROUP, INC.
By: /s/ Ashok Pandey -------------------Its: President --------------------

By: /s/ Nagarjun Valluripalli ----------------------------Its: Vice President -----------------------------

Address: 5 Lincoln Highway Edison, New Jersey, 08820 Telecopier No.: (908) 603-8819 STATE OF NEW YORK ) ) : ss.: COUNTY OF NEW YORK ) On the 20th day of October, 1995, before me personally came Ashok Pandey and Nagarjun Valluripalli, to me known, who, being by me duly sworn did depose and say that they are the President and Vice President of Intelligroup, Inc., the corporation described in and which executed the above instrument; and that he signed his name thereto by order of the board of directors of said corporation.
/s/ Linda C. Berman ------------------Notary Public

LINDA C. BERMAN Notary Public, State of New York No. 4935835 Qualified in Nassau County Commission Expires June 6, 1996 -9-

CONSENT OF DIRECTORS IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS The undersigned are the Directors of Intelligroup, Inc., a New Jersey corporation (the "Corporation"). In lieu of taking action at a Special Meeting of the Board of Directors, we consent to the following: WHEREAS the Directors have reviewed the Factoring Agreement between Access Capital, Inc. and the Corporation, together with the Security Agreement and other related documents, which set forth the terms and obligations of the respective parties (the "Agreements"); and WHEREAS the Directors have determined that it is in the best interests of the Corporation to enter into the Agreements; NOW THEREFORE, it is RESOLVED that the Agreements be executed and delivered by all parties thereto; and it is further RESOLVED that notwithstanding anything to the contrary stated or implied in the Bylaws of the Corporation, the Agreements may be executed by any two officers of the Corporation; and it is further RESOLVED that officers of the Corporation are hereby authorized and directed to take all action necessary to consummate the transaction contemplated in the Agreements in all respects. By signing this Consent, we hereby authorize and approve of the foregoing action as the Directors of this Corporation.
Dated: October 20, 1995 /s/ Ashok Pandey ------------------------Ashok Pandey

/s/ Rajkumar Koneru ------------------------Rajkumar Koneru

/s/ Nagarjun Valluripalli ------------------------Nagarjun Valluripalli

SEE DETAILED INSTRUCTIONS ON REVERSE SIDE OF PAGE 4 (DEBTORS COPY). Present both the Filing Officer's Copy (white) and Acknowledgement Copy (canary) to Filing Officer. DO NO ENCLOSE APPROPRIATE FEE - ------------------------------------------------------------------------------------------------------Ma This STATEMENT is presented to a Filing Officer for filing pursuant to the Uniform Commercial Code (i - ------------------------------------------------------------------------------------------------------This statement refers to ORIGINAL Financing Statement bearing file number Which was f - ------------------------------------------------------------------------------------------------------1. Debtor(s) Name (Last Name First and 2. Secured Party(s) Name and Complete Address(es) Complete Address) PHILINKO INTERNATIONAL, INTELLIGROUP, INC. A Division of Metalic Film, Inc. 5 Lincoln Highway A California corporation Edison, NJ 08820 23210 Mariposa Avenue Torrance, CA 90502 - ------------------------------------------------------------------------------------------------------CHECK (X) THE ITEMS WHICH APPLY - ------------------------------------------------------------------------------------------------------3. ( ) CONTINUATION STATEMENT R.S. 12A-9-403 4. ( ) TERMINATION STATEMENT R.S. 12A 9-40 The ORIGINAL Financing Statement bearing the above The above named Secured Party certifies that he File number between the above named Debtor and no longer claims a security interest under the Secured Party is still effective. ORIGINAL Financing Statement bearing the file number shown above. - ------------------------------------------------------------------------------------------------------5. ( ) STATEMENT OF ASSIGNMENT R.S. 12A-9-405 6. (xx) STATEMENT OF PARTIAL RELEASE R.S 12A-9-40 The above named Secured Party certifies that he has The above named Secured Party certifies that he ha assigned all ( ) or part ( ) of his rights under released from the types or items of property the ORIGINAL Financing Statement bearing the file described in the ORIGINAL Financing Statement number shown above, to bearing the file number shown above, the collatera (Assignee(s) of Secured Party(s) Name and Complete described below: Address(es)):

- ------------------------------------------------------------------------------------------------------7. DESCRIPTION OF COLLATERAL CHECK WHICH ( x ) RELEASED ( ) ASSIGNED ( ) AMENDED ( ) R.S. 12A 9 103 Collateral already subject to a security interest in the State of All accounts receivable and/or contract rights created or acquired by the Debtor on or after October 16, accounts receivable and/or contract rights owned by the Debtor as more fully described on SCHEDULE A anne

- ------------------------------------------------------------------------------------------------------8. ( ) If Collateral is crops. The above described crops are ( ) (If collateral is goods which a growing or are to be grown on: (Description of real estate and fixtures). name and address of record owner.) The above described goods are a affixed to: (Description of rea address of record owner).

- ------------------------------------------------------------------------------------------------------9. ( x ) PROCEEDS of Collateral are also covered. 10. ( ) PRODUCTS of Collateral are No. of additional sheets presented ( 6 ) - ------------------------------------------------------------------------------------------------------11. ( ) File with: County Recording Officer at County: ( ) Secre - ------------------------------------------------------------------------------------------------------Signature(s) of Secured P PHILINKO INTERNATIONAL, A Division of Metalic Film,

-----------------------------------Dated: October 17, 1995 - -----------------------------------------------------------------------------------

FILING OFFICERS COPY - -- This form of financing statement is approved by

the Secretary of State of New Jersey. FORM UCC-3 STANDARD FORM -- UNIFORM COMMERCIAL CODE

THES FROM 1 COMMERC

[LETTERHEAD OF ANDERSON, ASLON, LEWIS & GALE] FILE NO. 5073-4 TELEFAX: (908) 634-2880 October 20, 1995 George Spadoro, Esq. Spadoro & Hilson 90 Woodbridge Center Drive Suite 610 Woodbridge, NJ 07095 Re: Philinko/Oxford Systems and Intelligroup. Dear Mr. Spadoro: We are the attorneys for Philinko International. This letter is sent to you in your capacity as attorney for Oxford Systems, Inc. and Intelligroup, Inc. Our client is agreeable to releasing its collateral security currently held by it, pertaining to Oxford Systems and Intelligroup, other than as to the specific invoices factored by them, all as more particularly set forth in the UCC Release Statements forwarded to you in trust by separate letter. However, as we have discussed, it is our client's analysis that this release will result in a deficiency to our client on money owed to it, even if all account debtors on the invoices retained by our client as collateral pay the monies due on such invoices in full. The purpose of this letter is to establish a mutually agreed procedure to provide collateral to protect our client from this deficiency. This letter does not supersede or modify any other rights of any party to recover any deficiency. Attached are two schedules, one showing the customer as Intelligroup, Inc. and the other showing the customer as Oxford Systems, Inc. Intelligroup and Oxford Systems, respectively, agree that the invoice number, debtor's name, purchase date and invoice amount are invoices financed by Philinko as identified on each respective schedule. Such schedule shall be initialed by them and returned to the undersigned. Also separately attached is a schedule entitled "Checks Cashed by Intelligroup." Intelligroup agrees that this schedule represents accounts factored by Philinko wherein Intelligroup was

George Spadoro, Esq. Spadoro & Hilson October 20, 1995 Page 2 paid by the account debtor and Philinko has not been reimbursed. Such schedule shall be initialed by it and returned to the undersigned. Intelligroup and Oxford Systems agree to deliver the total sum of $300,000.00 to Anderson, Ablon, Lewis & Gale, to be held in trust as provided herein. Intelligroup and Oxford Systems agree to deliver, concurrently herewith, written instructions to Access Capital, Inc., which instructions can be modified solely upon written agreement of Oxford and Intelligroup, or their counsel on the one hand, and Philinko International or its counsel on the other. Such instructions shall direct Access Capital to disburse from funds, if any, due to Oxford and/or Intelligroup by Access Capital, monies payable to the trust account of Anderson, Ablon, Lewis & Gale as follows:
1. 2. 3. October 20, 1995 November 20, 1995 December 5, 1995 $100,00.00 $100,00.00 $100,00.00

Such funds shall be held by Anderson, Ablon, Lewis & Gale in trust as additional collateral for settlement of Oxford Systems, Inc. and Intelligroup, Inc. monies owed to Philinko International. Such monies shall be released solely on written agreement of Oxford and Intelligroup, or their counsel on the one hand, and Philinko International or its counsel on the other. Counsel for Philinko shall coordinate with counsel for Oxford and Intelligroup in regard to transferring such monies to an interest bearing trust account within ten days of receipt of the first $100,00.00 by counsel for Philinko. All additional monies shall be deposited in such account. Subject to receipt of the $100,000.00 set forth above for disbursement on October 20, 1995, you are authorized to file the UCC Release Statement with the New Jersey Secretary of State and as otherwise deemed appropriate and to use as deemed appropriate, the letter instructions executed by Philinko, transmitted by separate letter. Oxford Systems and Intelligroup agree that, in the event any account debtor pays directly to Oxford Systems or Intelligroup or either of them, any invoice set forth in the attached schedules, Oxford Systems or Intelligroup, as applicable, shall immediately forward such check, unnegotiated, or if part of other funds, a

George Spadoro, Esq. Spadoro & Hilson October 20, 1995 Page 3 check in the amount of such payment, directly to Philinko International, at 23210 Mariposa Avenue, Torrance, California 90502. Very truly yours, ANDERSON, ABLON, LEWIS & GALE
/s/ Robert E. Lewis Robert E. Lewis

THE TERMS OF THESE INSTRUCTIONS ARE AGREED TO:
OXFORD SYSTEMS, INC. By: /s/ Ashok Pandey - -------------------ASHOK PANDEY INTELLIGROUP, INC. By: /s/ Ashok Pandey -------------------ASHOK PANDEY

PHILINKO INTERNATIONAL
By: /s/ Anita Narasimhan - -----------------------ANITA NARASIMHAN

APPROVED AS TO FORM AND CONTENT:
By: /s/ George Spadoro - ---------------------GEORGE SPADORO, ESQ. Spadoro & Hilson

CHECKS CASHED BY OXFORD/INTELLIGROUP FOR ASSIGNED INVOICES (NOT RE-IMBURSED)
Inv. # Customer Amount ------------------------------------------------224 Coors Brewing $26,400.00 63 Coors Brewing 35,588.00 12 Cray Research 18,400.00 97 Cray Research 7,360.00 223 Cray Research 10,120.00 271 Cray Research 7,950.00 351 Cray Research 9,200.00 VMM53195 CRG 4,224.00 380 CRG 5,720.00 83 CRG 2,688.00 VMM51595 CRG 4,224.00 7 CRG 3,540.00 247 CRG 3,840.00 267 CRG 4,160.00 573 CRG 5,720.00 MAS13095 Deloitte & Touche 21,125.00 GV043095 Deloitte & Touche 16,562.50 GH61995 Deloitte & Touche 14,375.00 AGY62195 Deloitte & Touche 12,500.00 VFT62195 Deloitte & Touche 14,550.00 26 Deloitte & Touche 9,912.50 27 Deloitte & Touche 13,350.00 28 Deloitte & Touche 7,051.25 29 Deloitte & Touche 11,550.00 65 Deloitte & Touche 6,250.00 102 Deloitte & Touche 8,400.00 101 Deloitte & Touche 17,500.00 100 Deloitte & Touche 9,100.00 167 Deloitte & Touche 12,150.00 168 Deloitte & Touche 11,250.00 245 Deloitte & Touche 13,200.00 243 Deloitte & Touche 14,657.50 270 Deloitte & Touche 12,534.38 GV51595 Deloitte & Touche 13,437.50 MAS 51595 Deloitte & Touche 7,800.03 194 Ernst & Young 35,145.00 57 Ernst & Young 15,300.00 323 Ernst & Young 16,560.00 297 Ernst & Young 11,000.00 300 Ernst & Young 15,750.00 302 Ernst & Young 13,600.00 454 Ernst & Young 15,300.00 JT60195 Ibechet Coleman 11,000.00 25 Ibechet Coleman 10,000.00 91 Ibechet Coleman 8,000.00 229 Ibechet Coleman 14,000.00 343 Ibechet Coleman 16,250.00 507 Landmark Graphics 12,000.00 506 Landmark Graphics 4,000.00 BS113195 Moriset 11,050.00

103 171 234 233 376 377 337 TM53195 SSA53195 B6 64 84 85 87 88 89 372 166

Moriset Moriset Moriset Moriset Moriset Moriset NCCI Paine Weber Paine Weber Price Waterhouse Price Waterhouse Price Waterhouse Price Waterhouse Price Waterhouse Price Waterhouse Price Waterhouse SAP America SAP America Total

$11,000.00 7,975.00 11,962.50 10,450.00 17,050.00 14,025.00 5,910.00 12,750.00 6,312.50 8,800.00 5,500.00 8,200.00 7,700.00 8,800.00 8,800.00 10,800.00 9,600.00 7,620.00 ------------$779,569.63 -------------

[LETTERHEAD OF ANDERSON, ABLON, LEWIS & GALE] FILE NO. 5073-4 TELEFAX: (212) 594-7167 October 20, 1995 George Spadoro, Esq. Spadoro & Hilson 90 Woodbridge Center Drive Suite 610 Woodbridge, NJ 07095 Re: Philinko/Oxford Systems and Intelligroup Dear Mr. Spadoro: This will modify our correspondence of October 20, 1995 in regard to disbursement of the $100,000.00 to our trust account on October 20, 1995. You are authorized to disregard our wire instruction information. The instructions shall be deemed complied with if Access Capital issues a check, payable to our trust account, in the sum of $100,000.00, and transmits it this date by deposit in the U.S. mail or other appropriate carrier. You are requested to transmit a fax copy of the check to our office this date. Compliance with this amendment will deemed approval to use the UCC Release Statement and letter instructions as is set forth in our earlier letter to you this date. These instructions are acceptable to our client. Very truly yours, ANDERSON, ABLON, LEWIS & GALE
/s/ ROBERT E. LEWIS Robert E. Lewis

REL:ek cc: Anita Narasimhan (by fax)

Exhibit 10.15 AGREEMENT OF WAIVER AND CONSENT This Agreement of Waiver and Consent ( the "Agreement") is made as of June 4, 1996, by and among Intelligroup, Inc., a New Jersey corporation (the "Company" or "Intelligroup"), the current shareholders of Intelligroup (the "Shareholders"), and Summit Ventures IV, L.P. and Summit Investors III, L.P. (collectively, "Summit"). WHEREAS, Intelligroup, the Shareholders and Summit are parties to that certain Debenture and Warrant Purchase Agreement dated as of April 10, 1996 (the "Purchase Agreement") and certain other related agreements, including (i) the Warrant Agreement and related Warrant Certificates, (ii) the Redemption Agreement, (iii) the Registration Rights Agreement, and (iv) the Shareholders' Agreement, each dated as of April 10, 1996 (all defined terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the applicable aforementioned agreement); and WHEREAS, the Board of Directors of Intelligroup (the "Board") has approved a proposed underwritten initial public offering of the Common Stock of Intelligroup (the "IPO"), in which the Company proposes to issue and sell shares of Common Stock and certain shareholders, including the Shareholders and, upon the exercise of the Warrants to purchase Common Stock, Summit, propose to sell shares of Common Stock; and WHEREAS, as a condition precedent to the consummation of the IPO, certain waivers and amendments are necessary to the aforementioned documents; NOW, THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. WAIVER OF REDEMPTION RIGHTS. Upon the declaration of effectiveness ("Effectiveness") by the Securities and Exchange Commission (the "SEC") of the Company's Registration Statement filed in connection with the IPO, Summit shall waive any and all of its redemption rights as contemplated by section 1.3 of the Purchase Agreement and as set forth with specificity in the Redemption Agreement. Upon Effectiveness, the Redemption Agreement shall terminate and shall be of no further force or effect. 2. WAIVER OF LIMITATION ON OPTION SHARES. Effective as of the date hereof, Summit hereby waives any and all limitations as to the scope of, size of, or eligibility under, the Company's stock option plans as set forth in Section 5.8 of the Purchase Agreement. Upon the date hereof, such Section 5.8 shall be deemed to be deleted from the Purchase Agreement and shall be of no further force or effect. It is understood and agreed that the Company shall comply in all respects with the terms of the Company's 1996 Stock

Plan and 1996 Non-Employee Stock Option Plan, as adopted by the Board and approved by the shareholders of the Company. 3. WAIVER OF PREEMPTIVE RIGHTS. Effective as of the date hereof, and subject to the condition that, from the date hereof through Effectiveness of the IPO or until the earlier termination of the IPO, the Company not issue any securities, other than options granted pursuant to the 1996 Stock Plan or the 1996 Non-Employee Director Stock Option Plan or upon the exercise of outstanding options or warrants, Summit hereby waives any and all preemptive rights set forth in or contemplated by Article VI, Sections 6.1-6.5 of the Purchase Agreement. Upon the date hereof and subject to the foregoing condition, such Article VI shall be deemed to be deleted from the Purchase Agreement and shall be of no further force or effect; provided that upon the first to occur of termination of the IPO prior to Effectiveness or termination of this Agreement in accordance with its terms, all such preemptive rights shall be reinstated. 4. DEFINITION OF QUALIFIED PUBLIC OFFERING. Effective as of the date hereof, the parties hereto agree that the definition of "Qualified Public Offering" set forth in Article XI of the Purchase Agreement is hereby amended to provide that the minimum net proceeds to the Company be equal to at least $15,000,000 and not $20,000,000. 5. WAIVER OF VOTING RIGHTS OF WARRANTHOLDERS. Effective as of the date hereof, Summit hereby waives its rights to vote as a warrant holder on an as-converted to Common Stock basis as set forth in Section 11 of the Warrant Agreement and as provided in the Warrant Certificates. Upon the date hereof, Section 11 of the Warrant Agreement and the applicable provisions set forth in the penultimate paragraph of page (ii) of each of the Warrant Certificates shall be deemed to be deleted in their entirety. Such provisions shall be of no further force or effect. The Company agrees that until the first to occur of Effectiveness or termination of this Agreement in accordance with its terms, the Company will not submit any action for approval or any other action by its shareholders without the consent of Summit, such consent not to be unreasonably withheld. 6. RIGHT TO EXERCISE WARRANTS; COVENANT TO EXERCISE WARRANTS. Effective as of the date hereof, the parties hereto agree that Section 4 (a) of the Warrant Agreement and the first paragraph of each of the Warrant Certificates are hereby amended to provide that each Warrant may first be exercised upon the Effectiveness, as herein defined, rather than not upon the consummation of an initial public offering of the Common Stock. Summit hereby covenants and agrees that it shall exercise all of the outstanding Warrants held by Summit upon notice of Effectiveness, and shall immediately thereafter deliver to the Company (i) duly -2-

authorized and executed forms of election to purchase shares of Common Stock, and (ii) the original Warrant Certificates for cancellation by the Company. 7. TERMINATION OF SHAREHOLDERS' AGREEMENT; SURVIVAL OF RIGHT OF PARTICIPATION. Upon Effectiveness, the parties hereto agree that the Shareholders' Agreement shall terminate and shall be of no further force or effect. Notwithstanding the foregoing, Section 4 of the Shareholders' Agreement, which sets forth the right of Summit to participate in sales by the current shareholders of Intelligroup, shall survive and continue to be binding upon the parties thereto. The other provisions of the Shareholders' Agreement which are necessary for definition purposes shall be used for such informational purposes only. 8. WAIVER OF CERTAIN REGISTRATION RIGHTS. Effective upon the date hereof, Summit hereby agrees to waive any and all registration rights as to the IPO, except as provided in the Underwriting Agreement between the Company, the Selling Shareholders (to include Summit), and the representatives of the underwriters. It is further understood that Summit shall be entitled to sell an aggregate of 50,000 shares of Common Stock in the IPO and an aggregate of 7,500 shares of Common Stock (representing Summit's pro rata allocation of the underwriters' over-allotment option) in the event the underwriters' over-allotment option is exercised in full. 9. TERMINATION UPON CANCELLATION OF IPO; REVERSION. In the event the Company does not consummate the IPO by October 31, 1996, the IPO is not consummated within ten days of Effectiveness or upon earlier notice to the Company from the representatives of the underwriters of the IPO that the IPO has been terminated, this Agreement shall be terminated and deemed to be of no further force and effect. The modified provisions of each agreement referenced above shall revert to the form of the executed original as if this Agreement never was in effect. 10. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. 11. BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of any of the parties. -3-

12. NOTICE. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipt made therefor by the party addressee, on the date of such receipt, or (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked. Addresses for notice to any party are as shown in the Purchase Agreement, or as subsequently modified by written notice. 13. SEVERABILITY. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. 14. AMENDMENT. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by all of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 15. INTEGRATION AND ENTIRE AGREEMENT. Except as provided in this Agreement of Waiver and Consent, the Purchase Agreement and documents and agreements contemplated thereby and all of their respective terms and provisions remain in full force and effect. 16. COMPOSITION OF COMMITTEES OF THE BOARD. The Company agrees that it will take no action to enlarge or change the composition of the Audit, Compensation, Option or Pricing Committees of the Board, as they exist on the date hereof without the consent of Summit. Such restriction shall continue until the first to occur of the consummation of the IPO or the termination of this Agreement in accordance with its terms. ************** -4-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. INTELLIGROUP, INC. By:_____________________________________ Ashok Pandey President and Chief Executive Officer SUMMIT VENTURES, IV By: Summit Partners, IV, L.P. Its General Partner By: Stamps, Woodsum & Co. IV, Its General Partner By: ____________________________________ Its General Partner SUMMIT INVESTORS III, L.P. By:_____________________________________ Authorized Signatory INTELLIGROUP SHAREHOLDERS Ashok Pandey Rajkumar Koneru Nagarjun Valluripalli -5-

EXHIBIT 11 INTELLIGROUP, INC. AND SUBSIDIARY COMPUTATION OF PER SHARE EARNINGS
THREE MONTHS ENDED MARCH 31, --------------------------1995 1996 --------------------$(1,048,000) $ 428,000 =========== =========== 12,576,666 1,390,364 ----------13,967,030 =========== $ (0.08) =========== 12,576,666 1,390,364 ----------13,967,030 =========== $ 0.03 ===========

Net income (loss)..................... Weighted average shares outstanding......................... Incremental shares considered outstanding (1)..................... Shares used in per share calculation......................... Net income (loss) per share...........

YEARS ENDED DECEMBER 31, --------------------------1994 1995 --------------------$ (437,000) $(1,059,000) =========== =========== 12,576,666 1,390,364 ----------13,967,030 =========== $ (0.03) =========== 12,576,666 1,390,364 ----------13,967,030 =========== $ (0.08) ===========

(1) Pursuant to the requirements of the Securities and Exchange Commission, stock options and warrants issued by the Company during the twelve months immediately preceding the initial public offering have been included in computing net income (loss) per share as if they were outstanding for all periods using the treasury stock method.

Exhibit 16 [AMPER, POLITZINER & MATTIA LETTERHEAD] June 12, 1996 Securities and Exchange Commission 450 Fifth Avenue N.W. Washington D.C. 20549 RE: Intelligroup, Inc. We have read the Experts section Intelligroup, Inc., Form SB-2 which is scheduled to be filed with the Securities and Exchange Commission in June 1996 and are in agreement with the statements in the second paragraph as they relate to our professional relationship with Intelligroup, Inc. Sincerely yours,
/s/ Amper, Politziner & Mattia - ---------------------------------AMPER, POLITZINER & MATTIA

EXHIBIT 21 SUBSIDIARIES Oxford Systems Inc., a New Jersey corporation and a wholly-owned subsidiary of Intelligroup, Inc. Intelligroup New Zealand Limited, a corporation formed pursuant to the laws of New Zealand and a wholly-owned subsidiary of Intelligroup, Inc.

EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To Intelligroup, Inc.: As independent public accountants, we hereby consent to the use of our report and all references to our firm included in or made part of this registration statement. ARTHUR ANDERSEN LLP Princeton, New Jersey June 12, 1996

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED FINANCIAL STATEMENTS INCLUDED IN THE REGISTRANT'S FORM SB-2 FOR THE PERIOD ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM SB-2.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

YEAR DEC 31 1995 JAN 01 1995 DEC 31 1995 71,000 0 5,260,000 (531,000) 0 6,472,000 381,000 (99,000) 6,784,000 8,069,000 0 0 0 126,000 (1,492,000) 6,784,000 24,589,000 24,589,000 20,021,000 20,021,000 4,452,000 0 1,175,000 (1,059,000) 0 (1,059,000) 0 0 0 (1,059,000) (.08) (.08)

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED INTERIM FINANCIAL STATEMENTS INCLUDED IN THE REGISTRANT'S FORM SB-2 FOR THE PERIOD ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM SB-2.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

3 MOS DEC 31 1996 JAN 01 1996 MAR 31 1996 79,000 0 6,159,000 (561,000) 0 7,243,000 408,000 (123,000) 7,642,000 8,506,000 0 0 0 126,000 (1,064,000) 7,642,000 8,836,000 8,836,000 6,423,000 6,423,000 1,469,000 0 315,000 629,000 201,000 428,000 0 0 0 428,000 .03 .03