AND WAIVER AGREEMENT

 EXECUTION VERSION

                       FOURTH AMENDMENT TO LOAN DOCUMENTS
                              AND WAIVER AGREEMENT

     THIS FOURTH  AMENDMENT TO LOAN DOCUMENTS AND WAIVER AGREEMENT (this "FOURTH
AMENDMENT")  is made as of the 22nd day of October,  2003,  among  INTELLIGROUP,
INC.,  a  corporation  organized  under the laws of the State of New  Jersey and
EMPOWER,  INC., a corporation  organized under the laws of the State of Michigan
(each a "BORROWER" and  collectively  "BORROWERS"),  the financial  institutions
which  are now or which  hereafter  become  a party  hereto  (collectively,  the
"LENDERS"  and  individually  a  "LENDER")  and PNC BANK,  NATIONAL  ASSOCIATION
("PNC"), as agent for Lenders (PNC, in such capacity, the "AGENT").

                                   BACKGROUND

     A.  Borrowers  have  executed and  delivered to PNC, in its capacity as the
Agent and sole Lender with respect to this  transaction,  one or more promissory
notes,  letter  agreements,  loan agreements,  security  agreements,  mortgages,
pledge agreements,  collateral assignments,  and other agreements,  instruments,
certificates  and  documents,  some or all of which are more fully  described on
attached Exhibit A, which is made a part of this Fourth Amendment (collectively,
as  amended  from time to time,  the "LOAN  DOCUMENTS"),  which  Loan  Documents
evidence or secure some or all of Borrowers'  obligations  to Lenders for one or
more loans or other extensions of credit (the "OBLIGATIONS").

     B.  Borrowers,  Agent and  Lenders  desire to amend the Loan  Documents  as
provided for in this Fourth Amendment.

     NOW,  THEREFORE,  in consideration of the mutual covenants herein contained
and intending to be legally bound hereby, the parties hereto agree as follows:

     1. Certain of the Loan Documents are amended as set forth in Exhibit A. Any
and all  references  to any Loan  Document in any other Loan  Document  shall be
deemed to refer to such Loan Document as amended by this Fourth Amendment.  This
Fourth  Amendment is deemed  incorporated  into each of the Loan Documents.  Any
initially  capitalized  terms used in this Fourth Amendment  without  definition
shall have the meanings  assigned to those terms in the Loan  Documents.  To the
extent  that  any  term or  provision  of  this  Fourth  Amendment  is or may be
inconsistent  with any term or  provision  in any Loan  Document,  the terms and
provisions of this Fourth Amendment shall control.

     2.  Borrowers  hereby certify that:  (a) all of their  representations  and
warranties  in the Loan  Documents,  as amended by this Fourth  Amendment,  are,
except as may otherwise be stated in this Fourth Amendment: (i) true and correct
as of the date of this Fourth  Amendment,  (ii) ratified and  confirmed  without
condition as if made anew, and (iii)  incorporated into this Fourth Amendment by
reference;  (b) no Event of Default or event which,  with the passage of time or
the giving of notice or both, would constitute an Event of Default, exists under
any Loan Document which will not be cured by the execution and  effectiveness of
this Fourth Amendment;  (c) no consent,  approval, order or authorization of, or
registration or filing with,

any third party is required  in  connection  with the  execution,  delivery  and
carrying out of this Fourth  Amendment or, if required,  has been obtained;  and
(d) this Fourth  Amendment has been duly  authorized,  executed and delivered so
that it  constitutes  the legal,  valid and  binding  obligation  of  Borrowers,
enforceable in accordance with its terms. Borrowers confirm that the Obligations
remain outstanding without defense, set off, counterclaim, discount or charge of
any kind as of the date of this Fourth Amendment.

     3.  Borrowers  hereby  confirm  that any  collateral  for the  Obligations,
including liens, security interests, mortgages, and pledges granted by Borrowers
or third parties (if  applicable),  shall continue  unimpaired and in full force
and effect,  and shall cover and secure all of  Borrowers'  existing  and future
Obligations, as modified by this Fourth Amendment.

     4. As a condition  precedent to the effectiveness of this Fourth Amendment,
Borrowers  shall  comply with the terms and  conditions  (if any)  specified  in
Exhibit A.

     5. This Fourth Amendment may be signed in any number of counterpart  copies
and by the parties to this Fourth  Amendment on separate  counterparts,  but all
such  copies  shall  constitute  one and the  same  instrument.  Delivery  of an
executed  counterpart of a signature page to this Fourth  Amendment by facsimile
transmission shall be effective as delivery of a manually executed  counterpart.
Any party so executing  this Fourth  Amendment by facsimile  transmission  shall
promptly deliver a manually executed  counterpart,  provided that any failure to
do so shall not affect the  validity of the  counterpart  executed by  facsimile
transmission.

     6. This Fourth  Amendment  will be binding upon and inure to the benefit of
Borrowers, Agent and Lenders and their respective successors and assigns.

     7. This Fourth Amendment will be interpreted and the rights and liabilities
of the parties hereto determined in accordance with the laws of the State of New
Jersey, excluding its conflict of laws rules.

     8. Except as amended hereby, the terms and provisions of the Loan Documents
remain unchanged, are and shall remain in full force and effect unless and until
modified or amended in writing in  accordance  with their terms,  and are hereby
ratified  and  confirmed.  Except as  expressly  provided  herein,  this  Fourth
Amendment  shall not  constitute an amendment,  waiver,  consent or release with
respect to any provision of any Loan Document,  a waiver of any default or Event
of Default under any Loan Document,  or a waiver or release of any of Agent's or
Lenders'  rights  and  remedies  (all of which are hereby  reserved).  BORROWERS
EXPRESSLY  RATIFY AND CONFIRM THE WAIVER OF JURY TRIAL  PROVISIONS  CONTAINED IN
THE LOAN DOCUMENTS.

                            [SIGNATURE PAGE FOLLOWS]

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

                                    INTELLIGROUP, INC.

                                    By: /s/ Nicholas Visco
                                       ---------------------------------------
                                    Name:  Nicholas Visco
                                    Title: Chief Financial Officer

                                    499 Thornall Street
                                    Edison, New Jersey 08837

                                    EMPOWER, INC.

                                    By: /s/ Nicholas Visco
                                       ---------------------------------------
                                    Name:  Nicholas Visco
                                    Title: Secretary

                                    c/o Intelligroup, Inc.
                                    499 Thornall Street
                                    Edison, New Jersey 08837

                                    PNC BANK, NATIONAL ASSOCIATION,  as Lender
                                    and as Agent

                                    By: /s/ Alan Tischbein
                                       ---------------------------------------
                                    Name:  Alan Tischbein
                                    Title:    Vice President

                                    PNC Business Credit
                                    70 East 55th Street, 14th Floor
                                    New York, New York 10022

                                    Commitment Percentage:  100%

EXECUTION VERSION

                                  EXHIBIT A TO
                       FOURTH AMENDMENT TO LOAN DOCUMENTS
                          DATED AS OF OCTOBER 22, 2003

A. The "Loan  Documents" that are the subject of this Fourth  Amendment  include
the following (as any of the foregoing have previously been amended, modified or
otherwise supplemented):

     1.  The Amended and Restated  Revolving Credit Loan and Security  Agreement
         dated May 31, 2000, as amended by the First Amendment to Loan Documents
         and Waiver  Agreement  dated March 27,  2002,  as amended by the Second
         Amendment to Loan Documents and Waiver Agreement dated January 6, 2003,
         and as amended by the Third  Amendment to Loan Documents dated July 21,
         2003 (as amended, the "Loan Agreement"); and

     2.  All other documents, instruments, agreements, and certificates executed
         and delivered in connection with the Loan Documents.

B. The Loan Documents are amended as follows:

     1. The  definitions  of "Total  Stockholders  Equity"  and  "Unconsolidated
                              ---------------------------         --------------
     Stockholders  Equity"  set  forth  in  Article  I of  the  Loan  Agreement,
     --------------------
     "Definitions", are hereby amended and restated as follows:

            "Total  Stockholders  Equity" shall mean, at a particular  date, (a)
             ---------------------------
            the  aggregate  amount of all assets of Borrowers on a  consolidated
            basis as may be properly  classified as such in accordance with GAAP
            consistently  applied (but  exclusive of  Borrowers'  investment  in
            SeraNova),  less (b) the aggregate  amount of all liabilities of the
            Borrowers  on  a  consolidated   basis.   Notwithstanding   anything
            contained   herein  to  the  contrary,   the  computation  of  Total
            Stockholders  Equity shall exclude any changes thereto  (positive or
            negative)  other  than from the  result  of  operations;  and,  more
            specifically,   excluded   from  this   computation   are:  (i)  any
            non-operational  factors, events or circumstances,  such as, but not
            limited  to, the  issuance  of stock,  options,  warrants or similar
            instruments,  the  repurchases  or redemption of stock or unrealized
            currency transactions,  the sale (on terms acceptable to Lenders and
            with the prior written  consent of Lenders) of all or  substantially
            all of the stock or assets of any foreign  Subsidiary  of Borrowers,
            provided  that sales of other assets not in the  ordinary  course of
            business shall be included in said  computation;  and (ii) the items
            specified for this definition in the table set forth on the Covenant
            Exclusion Schedule attached hereto and made a part hereof.

            "Unconsolidated  Stockholders  Equity"  shall mean,  at a particular
             ------------------------------------
            date, (a) the aggregate  amount of all assets of Borrowers and their
            respective subsidiaries which are organized under the laws of one of
            the  states  of the  United  States  (but  exclusive  of  Borrower's
            investment in Sera Nova) on a consolidated  basis as may be properly
            classified as such in  accordance  with GAAP  consistently  applied,
            less (b) the aggregate  amount of all  liabilities  of the Borrowers
            and  such  subsidiaries  on a  consolidated  basis.  Notwithstanding
            anything  contained  hereto  to  the  contrary,  the  definition  of
            Unconsolidated Stockholders Equity shall exclude any changes thereto
            (positive  or negative)  other than from the results of  operations;
            and, more specifically,  excluded from this computation are: (i) any
            non-operational  factors, events or circumstances,  such as, but not
            limited  to, the  issuance  of stock,  options,  warrants or similar
            instruments,  the  repurchases  or redemption of stock or unrealized
            currency transactions,  the sale (on terms acceptable to Lenders and
            with the prior written  consent of Lenders) of all or  substantially
            all of the stock or assets of any foreign  Subsidiary  of Borrowers,
            provided  that sales of other assets not in the  ordinary  course of
            business shall be included in said  computation;  and (ii) the items
            specified for this definition in the table set forth on the Covenant
            Exclusion Schedule attached hereto and made a part hereof.

     2. Section 7.20 of Article VII of the Loan Agreement, "Negative Covenants",
     are hereby amended and restated as follows:

                 7.20  Minimum EBITDA. Cause suffer or permit EBITDA, calculated
                       --------------
            on a  quarter-by-quarter  basis for each of the four fiscal quarters
            and, at year-end only, on a year-to-date basis, to be or become less
            than:  (a) during the 2003  fiscal  year (i) One Million Two Hundred
            Thirty Nine Thousand  Dollars  ($1,239,000) as of the March 31, 2003
            quarter-end;  (ii) One Million Two Hundred Ninety  Thousand  Dollars
            ($1,290,000) as of the June 30, 2003 quarter-end,  (iii) One Million
            Seven Hundred Seventy Eight Thousand Dollars  ($1,778,000) as of the
            September  30,  2003  quarter-end,  (iv) One Million  Eight  Hundred
            Eighty  Thousand  Dollars  ($1,880,000)  as of the December 31, 2003
            quarter-end,  and (v) Six Million One Hundred  Eighty Seven Thousand
            Dollars  ($6,187,000)  for the fiscal year ending December 31, 2003,
            and (b)  thereafter,  (i) as of the end of each fiscal year not less
            than  ninety-five  percent  (95%) of  actual  EBITDA as of the prior
            fiscal year end and (ii) during each fiscal  year,  as of the end of
            the first, second, third and fourth fiscal quarters, to be or become
            less than twenty percent (20%),  twenty-five  percent (25%),  thirty
            percent (30%), and twenty-five percent (25%),  respectively,  of the
            required  total EBITDA for such fiscal year.  Anything  contained in
            this Agreement to the contrary  notwithstanding,  for the purpose of

            calculating  EBITDA the items  specified for this subsection 7.20 in
            the table  set forth on the  Covenant  Exclusion  Schedule  attached
            hereto  and  made  a  part  hereof.  shall  be  excluded  from  this
            calculation,  however,  in  all  other  respects  EBITDA,  shall  be
            determined in accordance with GAAP.

C. Waiver Agreement:

      1. Borrowers hereby acknowledge that:

            (a) Borrowers  failed to comply with Section 7.20,  "Minimum EBITDA"
                                                                 --------------
of the Loan  Agreement in that Section 7.20  requires  that  Borrowers  maintain
EBITDA  of not  less  than One  Million  Two  Hundred  Ninety  Thousand  Dollars
($1,290,000) as of June 30, 2003, however actual EBITDA was approximately  Eight
Hundred Seventy Thousand Dollars ($870,000.00); and

            (b) This failure to comply constitutes an Event of Default under the
terms and conditions of the Loan Agreement.

      2. Borrowers have requested that Lenders waive:

            (a) the  requirement  that Borrowers  comply with Section 7.20 as of
the fiscal quarter ended June 30, 2003; and

            (b) the rights and remedies  available as a result of the  existence
of the Event of Default enumerated in subsection 1 above.

      3. Lenders hereby waive:

            (a) the  requirement  that Borrowers  comply with Section 7.20 as of
the fiscal quarter ended June 30, 2003; and

            (b) the  right  to  exercise  the  rights  and  remedies  which  are
available  to Agent and Lenders  pursuant to the Loan  Agreement,  at law and in
equity  as a result  of the  existence  of the Event of  Default  enumerated  in
subsection 1 above.

            This waiver is  specific  to the Event of Default and fiscal  period
enumerated in  subsection 1 above.  This waiver is not intended and shall not be
deemed to extend to any other Event of Default  whether  known or unknown  which
may presently exist under the Loan Agreement or which may occur hereafter.

D. In  consideration  of the  facilities  being  granted by Agent and Lenders to
Borrowers under the terms and conditions of this Fourth  Amendment and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  the  effectiveness  of this Fourth  Amendment is conditioned upon
satisfaction by the Borrowers of the following:

            1.    Borrowers'   payment  to  PNC  of  a  Five  Thousand  Dollar
                  ($5,000.00)  amendment  fee which,  shall be due and payable
                  in full,  and deemed  non-refundable  upon the execution and
                  delivery of this Fourth  Amendment.  Such fee may be paid by
                  Agent's   charging  an  Advance   against   the   Borrowers'
                  Revolving  Loan and paying the  proceeds of such  Advance to
                  PNC.   Borrowers  hereby  consent  to  Agent's  making  such
                  charge.

            2.    Agent's  receipt of a fully  executed  counterpart of (a) this
                  Fourth  Amendment,  (b) a  corporate  resolution,  in form and
                  substance   acceptable  to  Agent,   authorizing  this  Fourth
                  Amendment,  and (d) all other  documents  and  instruments  in
                  conjunction  with this Fourth  Amendment as may be required by
                  Agent, in form and substance satisfactory to Agent.

            3.    Borrowers'  payment to  Agent's  counsel,  immediately  upon
                  presentation  of an  invoice,  of all  reasonable  fees  and
                  expenses of such counsel  incurred in  conjunction  with the
                  preparation  and  execution of this Fourth  Amendment.  Such
                  fees  and  expenses  may be  paid  by  Agent's  charging  an
                  Advance against the Borrowers'  Revolving Loan and retaining
                  the proceeds of such Advance.  Borrowers  hereby  consent to
                  Agent's making such charge.

                         COVENANT EXCLUSION SCHEDULE
              (TO BE UTILIZED IN CALCULATING COVENANT COMPLIANCE
                        DURING THE 2003 FISCAL YEAR ONLY)

Q1 2003 Q2 2003 Q3 2003 Q4 2003 FY 2003 SECTION 7.18 - TOTAL STOCKHOLDERS' EQUITY Excluded items: Proxy Contest Charges $297,000 - - - $297,000 Ashok Pandey Settlement - - $750,000 - $750,000 SeraNova Note Write-Off and Other Related Charges $5,060,000 - - - $5,060,000 Zions Bank - SeraNova Debt Guarantee Liability - $581,000 - - $581,000 Loss on Sale of Asia-Pacific Subsidiaries* $2,134,000 - - - $2,134,000 ------------------------------------------------------------------ Total $7,491,000 $581,000 $750,000 - $8,822,000 ================================================================== SECTION 7.19 - UNCONSOLIDATED STOCKHOLDERS' EQUITY Excluded items: Proxy Contest Charges $297,000 - - - $297,000 Ashok Pandey Settlement - - $750,000 - $750,000 SeraNova Note Write-Off and Other Related Charges $5,060,000 - - - $5,060,000 Zions Bank - SeraNova Debt Guarantee Liability - $581,000 - - $581,000 Loss on Sale of Asia-Pacific Subsidiaries* $4,450,000 - - - $4,450,000 ------------------------------------------------------------------- Total $9,807,000 $581,000 $750,000 - $11,138,000 =================================================================== SECTION 7.20 - MINIMUM EBITDA Excluded items: Proxy Contest $297,000 - - - $297,000 Ashok Pandey Settlement - - $750,000 - $750,000 SeraNova Note Write-Off and Other Related Charges $5,060,000 - - - $5,060,000 Zions Bank - SeraNova Debt Guarantee Liability - $581,000 - - $581,000 ------------------------------------------------------------------- Total $5,357,000 $581,000 $750,000 - $6,688,000 ===================================================================
* The reference to "Asia-Pacific Subsidiaries" shall be a reference to the stock of Singapore Private, Ltd., Intelligroup Australia Pty. Ltd, Intelligroup Hong Kong Ltd. and Intelligroup New Zealand Limited which was sold during the 2003 fiscal year.

Basic Info X:

Name: AND WAIVER AGREEMENT
Type: Waiver
Date: Nov. 14, 2003
Company: INTELLIGROUP INC
State: New Jersey

Other info: