WAIVER AGREEMENT

 

                                WAIVER AGREEMENT

      THIS WAIVER AGREEMENT (this "Waiver") is entered into on the 22nd day of
March, 2004, by and 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 (collectively, the "Lenders" and
individually a "Lender") which are party to the Loan Agreement (as defined
below) and PNC BANK, NATIONAL ASSOCIATION ("PNC"), as agent for Lenders (PNC, in
such capacity, the "Agent").

                                   BACKGROUND:

         A. The Borrowers, Lenders and Agent are parties to that certain 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, by the Second Amendment to Loan Documents and Waiver Agreement
dated January 6, 2003, by the Third Amendment to Loan Documents dated July 21,
2003, and by the Fourth Amendment to Loan Documents and Waiver Agreement dated
as of October 22, 2003 (as amended, the "Loan Agreement").

         B. Borrowers failed to comply with the Unconsolidated Stockholders'
Equity requirement set forth in the Loan Agreement for the fiscal year ending
December 31, 2003 and have requested that Lenders waive such non-compliance.

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

         1. Borrowers hereby acknowledge that:

                  (a)      Borrowers failed to comply with Section 7.19,
                           "Unconsolidated Stockholders Equity" of the Loan
                           Agreement, which requires that Borrowers'
                           Unconsolidated Stockholders Equity as of each fiscal
                           year end be not less than one hundred five percent
                           (105%) of that as of the end of the immediately
                           preceding fiscal year, because Borrowers'
                           Unconsolidated Stockholders Equity as of December 31,
                           2003 was 102% of that as of December 31, 2002; 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
                           7.19 as of the December 31, 2003 fiscal year end; and

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

         3. Lenders hereby waive:

                  (a)      the requirement that Borrowers comply with Section
                           7.19 as of the December 31, 2003 fiscal year end; 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.

         4. Borrowers hereby acknowledge and agree that:

                  (a)      The waivers provided in Section 3 are specific to the
                           Event of Default and fiscal period enumerated in
                           Section 1.

                  (b)      These waivers are 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.

                  (c)      The granting of these waivers in this instance does
                           not in any way obligate Lenders to grant any other
                           waiver, whether upon the re-occurrence of the Event
                           of Default noted in Section 1 or upon the occurrence
                           of any other Event of Default under the Loan
                           Agreement.

         5. Borrowers hereby agree that, in consideration of the waivers being
granted by Agent and Lenders to Borrowers under this Waiver and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the effectiveness of this Waiver is conditioned upon satisfaction
by the Borrowers of the following:

                  (a)      Borrowers' payment to PNC of a Five Thousand Dollar
                           ($5,000.00) waiver fee which shall be due and payable
                           in full, and deemed non-refundable, upon the
                           execution and delivery of this Waiver. 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.

                  (b)      Agent's receipt of a fully executed counterpart of
                           this Waiver.

                  (c)      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 Waiver. 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.

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

                                  INTELLIGROUP, INC.

                                  By: /s/ Edward Carr
                                     -----------------------------------------
                                  Name:  Edward Carr
                                  Title: Acting Chief Financial Officer

                                  499 Thornall Street
                                  Edison, New Jersey 08837

                                  EMPOWER, INC.

                                  By: /s/ Will Greer
                                      ----------------------------------------
                                  Name:  Will Greer
                                  Title: Managing Director

                                  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%

 

Basic Info X:

Name: WAIVER AGREEMENT
Type: Waiver
Date: March 30, 2004
Company: INTELLIGROUP INC
State: New Jersey

Other info: