Contribution Agreement - Intelligroup Inc. and SeraNova Inc.
CONTRIBUTION AGREEMENT This Contribution Agreement (this "AGREEMENT") is entered into as of January 1, 2000 by and between Intelligroup, Inc., a New Jersey corporation ("INTELLIGROUP"), and SeraNova, Inc., a New Jersey corporation ("SERANOVA"). BACKGROUND WHEREAS, on September 9, 1999, Intelligroup formed SeraNova (formerly known as Infinient, Inc.), for the purpose of operating independently a business which provides strategic Internet consulting services, interactive Internet solutions, application management services and management consulting services then conducted by Intelligroup, Azimuth, NetPub and Intelligroup India Private Limited as part of their respective business operations (the "SERANOVA BUSINESS"); WHEREAS, the Board of Directors of Intelligroup has determined that it is in the best interests of Intelligroup and its shareholders to separate the SeraNova Business from the Intelligroup Group; WHEREAS, to implement such separation, Intelligroup desires to contribute and transfer, and SeraNova desires to accept and assume, certain of the assets and certain of the liabilities of Intelligroup that are necessary to enable SeraNova to conduct the SeraNova Business (the "CONTRIBUTION"), as more fully described in this Agreement and the Ancillary Agreements; WHEREAS in consideration for the Contribution, Intelligroup shall receive an aggregate of nine hundred (900) shares of the common stock, $.01 par value per share, of SeraNova. WHEREAS the parties desire to set forth the principal transactions required to effect the separation of SeraNova from Intelligroup and to govern the relationship of SeraNova and Intelligroup following the Contribution. NOW, THEREFORE, the parties hereby agree as follows: 1. DEFINITIONS. For purposes of this Agreement, the following terms shall ----------- have the following meanings: 1.1 "ACTION" means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. 1.2 "AFFILIATE" of any Person means any Person that controls, is controlled by, or is under common control with such Person, where control means the possession, directly or indirectly of the power to direct or cause the direction of the <PAGE> management and policies of such entity whether through ownership of voting securities or other interests, by contract or otherwise. 1.3 "ANCILLARY AGREEMENTS" means the agreements set forth on EXHIBIT A --------- hereto. 1.4 "ASSETS" means assets, property and rights (including goodwill), wherever located (including in the possession of vendors or other third parties), whether real, personal or fixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person. 1.5 "AZIMUTH" means Azimuth Consulting Limited, a corporation formed pursuant to the laws of New Zealand and a wholly-owned subsidiary of Intelligroup, Azimuth Corporation Limited, a corporation formed pursuant to the laws of New Zealand and a wholly-owned subsidiary of Intelligroup, Azimuth Holdings Limited, a corporation formed pursuant to the laws of New Zealand and a wholly-owned subsidiary of Intelligroup, Braithwaite Richmond Limited, a corporation formed pursuant to the laws of New Zealand and a wholly-owned subsidiary of Intelligroup, and each Subsidiary of Azimuth. 1.6 "CLOSING DATE" means the date of the Contribution. 1.7 "CONTRACT" means any written or oral contract, agreement, commitment, lease, license, consulting agreement, supply contract, repair contract, distribution agreement, purchase order, technology and know-how agreement, instrument, or any other contractual commitment that is binding on any Person or its property. 1.8 "DELAYED TRANSFER ASSETS" means any SeraNova Assets that are expressly enumerated in this Agreement or any Ancillary Agreement to be transferred after the Closing Date. 1.9 "ENVIRONMENTAL LAW" means any federal, state, local, foreign or international law (including tort and environmental nuisance law), regulation, license, permit, order, judgment or agreement with any Governmental Authority relating to health, safety, pollution or the environment or to emissions, discharges or releases of any substance currently or hereafter designated as hazardous, toxic, waste, radioactive or dangerous. 1.10 "ENVIRONMENTAL LIABILITIES" means all Liabilities relating to, arising out of or resulting from any Environmental Law or contract or agreement relating to environmental, health or safety matters. 1.11 "GAAP" means generally accepted accounting principles in effect in the United States consistently applied throughout the periods involved. -2- <PAGE> 1.12 "GOVERNMENTAL AUTHORITY" means any federal, state, local, foreign or international court, government, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority. 1.13 "GROUP" means either the SeraNova Group or the Intelligroup Group, as applicable. 1.14 "INFORMATION" means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs, software, marketing plans, customer names, communication by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product) and other technical, financial, employee or business information or data. 1.15 "INTELLIGROUP GROUP" means, collectively, Intelligroup, and each Subsidiary of Intelligroup and each other Person that is controlled directly or indirectly by Intelligroup immediately after the Closing Date; provided, -------- however, that the Intelligroup Group shall not include SeraNova, Azimuth, ------- NetPub, Intelligroup India Private Limited or any other Subsidiary of SeraNova. 1.16 "INTELLIGROUP INDIA PRIVATE LIMITED" means Intelligroup India Private Limited, a corporation formed pursuant to the laws of India and a wholly-owned subsidiary of Intelligroup, and each subsidiary of Intelligroup India Private Limited. 1.17 "JOINT BANK FACILITY" means any loan, credit, financing or other similar agreement among a bank or other financial institution, any member of the SeraNova Group and any member of the Intelligroup Group, with the members of the SeraNova Group and the Intelligroup Group being co-borrowers, co-obligors or guarantors, whether entered into prior to or after the Closing Date. 1.18 "LIABILITIES" means any and all losses, claims, charges, debts, demands, actions, causes of action, suits, damages, obligations, payments, costs and expenses, sums of money, accounts, bonds, indemnities and similar obligations, covenants, contracts, agreements, promises, omissions, variances, guarantees, make whole agreements and similar obligations, and other liabilities, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those arising under any law, rule regulation, Action, threatened or contemplated Action (including the costs and expenses of demands, assessments, judgments, settlements and compromises relating thereto and attorneys' fees and any and all costs and expenses, whatsoever reasonably incurred in investigating, preparing or defending against any such Action or threatened or contemplated Action), order or consent decree of any -3- <PAGE> Governmental Authority or any award of any arbitrator or mediator of any kind, and those arising under any contract, commitment or undertaking, including those arising under this Agreement or any Ancillary Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person. 1.19 "LIEN" means any mortgage, pledge, hypothecation, right of others, claim, security interest, encumbrance, lease, sublicense, license, occupancy agreement, adverse claim or interest, easement, covenant, encroachment, burden, title defect right or title retention, voting trust agreement, interest, equity, option, lien, right of first refusal, charge or other restrictions or limitations of any nature whatsoever (whether consensual, statutory or otherwise). 1.20 "NETPUB" means Network Publishing, Inc., a Utah corporation and wholly-owned subsidiary of Intelligroup. 1.21 "PERMITTED LIENS" includes liens for taxes, assessments or other governmental charges or levies not yet delinquent or which are being contested in good faith by appropriate action and as to which adequate reserves shall have been set aside in conformity with GAAP; liens of mechanics, materialmen, landlords, warehousemen, carriers and similar liens arising in the future in the ordinary course of business for sums not yet delinquent, or being contested in good faith if a reserve or other appropriate provision in accordance with GAAP shall have been made therefor; statutory liens incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance, social security and similar items for sums not yet delinquent or being contested in good faith, if a reserve or other appropriate provision in accordance with GAAP shall have been made therefor; lessor's liens arising from operating leases entered into in the ordinary course of business; and consensual liens granted on Assets contributed to SeraNova with respect to financing obligations assumed by SeraNova. 1.22 "PERSON" means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability corporation or entity, any other entity and any Governmental Authority. 1.23 "PROMISSORY NOTE" shall mean Promissory Note dated the date hereof issued by SeraNova to Intelligroup, in an aggregate principal amount equal to the intercompany debt set forth on EXHIBIT H hereto. --------- 1.24 "SECURITY INTEREST" means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer or other encumbrance of any nature whatsoever. 1.25 "SERANOVA ASSETS" means the items listed in EXHIBIT B hereto. --------- -4- <PAGE> 1.26 "SERANOVA BALANCE SHEET" means the consolidated balance sheet of the SeraNova Group as of September 30, 1999, a copy which is attached hereto as EXHIBIT C. --------- 1.27 "SERANOVA BANK FACILITY" means any loan, credit, financing or other similar agreement between a bank or other financial institution and any member of the SeraNova Group, as the borrower or obligor, which any member of the Intelligroup Group has guaranteed, whether prior to or after the Closing Date. 1.28 "SERANOVA CONTRACTS" means the contracts and agreements assigned, transferred and delivered from Intelligroup to the SeraNova Group to which SeraNova or any of its Subsidiaries is or shall be a party following the Contribution, which are listed or described in EXHIBIT D hereto. --------- 1.29 "SERANOVA GROUP" means SeraNova, each Subsidiary of SeraNova and each other Person that is controlled directly or indirectly by SeraNova immediately after the Closing Date. 1.30 "SERANOVA LIABILITIES" includes the Liabilities listed on EXHIBIT E --------- hereto. 1.31 "SUBSIDIARY" of any Person means any corporation or other organization whether incorporated or unincorporated of which at least a majority of securities or interest having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided, -------- however, that no person that is not directly or indirectly wholly owned by any ------- other Person shall be a Subsidiary of such other Person unless such other Person controls, or has the right, power and ability to control, that Person. 1.32 "TAX SHARING AGREEMENT" means the Tax Sharing Agreement dated as of the date hereof between Intelligroup and SeraNova. 1.33 "Taxes" has the meaning set forth in the Tax Sharing Agreement. 2. CONTRIBUTION. ------------ 2.1 TRANSFER OF ASSETS AND CONTRACTS; ASSUMPTION OF LIABILITIES RELATED ------------------------------------------------------------------- TO CONDUCT OF SERANOVA BUSINESS. ------------------------------- (a) Subject to the conditions contained herein, as of the Closing Date, Intelligroup shall have contributed, transferred, conveyed and delivered to the SeraNova Group, and the SeraNova Group shall have accepted from Intelligroup, all of Intelligroup's right, title and interest in the SeraNova Assets, including the intellectual property set forth on EXHIBIT B attached --------- hereto, free and clear of all Liens (other than -5- <PAGE> Permitted Liens listed on EXHIBIT F attached hereto) related to the conduct of --------- the SeraNova Business, other than any Delayed Transfer Assets. (b) As of the Closing Date, subject to Section 3.1 Intelligroup shall have assigned, transferred and delivered to the SeraNova Group, and the SeraNova Group shall have accepted from Intelligroup, all of Intelligroup's right, title and interest in and to all SeraNova Contracts pertaining to the SeraNova Business as identified on EXHIBIT D hereto and the SeraNova Group --------- hereby accepts and agrees to perform and comply with the SeraNova Contracts as if an original signatory thereunder. (c) The SeraNova Group hereby assumes only those SeraNova Liabilities listed on EXHIBIT E attached hereto related to the conduct of the --------- SeraNova Business, in accordance with their respective terms. Except as set forth on EXHIBIT E, the SeraNova Group shall not otherwise acquire, discharge, --------- assume or become responsible for any Liabilities of Intelligroup. Intelligroup agrees to pay and satisfy when due the Liabilities not expressly assumed hereunder by the SeraNova Group. (d) Upon the execution hereof, Intelligroup hereby grants to SeraNova a non-exclusive, royalty free, fully paid, irrevocable right and license to sell, assign, copy, distribute, sub-license, use and otherwise commercially exploit the intellectual property rights set forth on EXHIBIT G --------- hereto (the "Licensed Intellectual Property"). Such license includes the right to modify and enhance the Licensed Intellectual Property and to own such modifications and enhancements, including all intellectual property related thereto. 2.2 TRANSFER OF SERANOVA ASSETS CONSISTING OF STOCK OR OTHER EQUITY ------------------------------------------------------------------- INTERESTS. ---------- (a) To the extent that any of the SeraNova Assets consists of shares of stock of any corporate entity (collectively, the "Stock"), upon the execution hereof, the certificates representing the Stock, if any, shall be delivered to SeraNova, duly endorsed in blank, or accompanied by stock powers duly executed in blank, with all necessary transfer tax and other revenue stamps, acquired at the expense of Intelligroup, affixed and canceled. Intelligroup agrees to cure any deficiencies with respect to the endorsement of the certificates representing the Stock owned by Intelligroup or with respect to the stock power accompanying any such certificates. (b) To the extent that any of SeraNova Assets consists of uncertificated securities, Intelligroup agrees to make such ledger entries, or instruct appropriate agents or government agencies to make such entries, and to otherwise take such steps as reasonably necessary to transfer such uncertificated securities to SeraNova, including without limitation the payment of any transfer fees or taxes. 2.3 ADJUSTMENT OF ASSETS AND LIABILITIES. The parties acknowledge and ------------------------------------- agree that the information set forth in the Exhibits and Schedules hereto, including -6- <PAGE> the SeraNova Balance Sheet, is as of September 30, 1999. No later than March 31, 2000, the parties shall appropriately adjust and amend the information set forth on the Exhibits and Schedules hereto as of December 31, 1999. Such adjustments and amendments shall be made to reflect the closing of the respective books of the parties (and their respective Subsidiaries) and the preparation of audited financial statements for each of parties for the year ended December 31, 1999. 2.4 DELAYED TRANSFER ASSETS. Each of the parties hereto agrees that the ----------------------- Delayed Transfer Assets will be contributed, transferred, conveyed and delivered in accordance with the terms of any and all agreements that provide for such contribution, transfer, conveyance and delivery after the date of this Agreement or as otherwise set forth on SCHEDULE 2.4. Following such contribution, ------------- transfer, conveyance and delivery of any Delayed Transfer Asset the applicable Delayed Transfer Asset shall be treated for all purposes of this Agreement and the Ancillary Agreements as a SeraNova Asset. Each applicable member of the Intelligroup Group shall use commercially reasonable efforts to safeguard and preserve the Delayed Transfer Assets until the applicable date of transfer to SeraNova, normal wear and tear excepted. 2.5 HOLDING ASSETS IN TRUST. In the event that at any time or from time ----------------------- to time (whether prior to or after the Closing Date), any party hereto (or any member of such party's respective Group), shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement or any Ancillary Agreement, including, but not limited to, accounts receivable and other cash payments, such party shall promptly transfer, or cause to be transferred, such Asset to the Person so entitled thereto. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for such other Person. 2.6 TERMINATION OF AGREEMENTS. ------------------------- (a) Except for the Ancillary Agreements, SeraNova, on behalf of itself and each member of the SeraNova Group, on the one hand, and Intelligroup, on behalf of itself and each member of the Intelligroup Group, on the other hand, hereby terminates effective as of the Closing Date, any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among any member of the SeraNova Group, on the one hand, and any member of the Intelligroup Group, on the other hand; provided, however, to the extent any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of effectiveness of the applicable Ancillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Closing Date (or, to the extent contemplated by the proviso to the immediately preceding sentence, after the effective date of the applicable Ancillary Agreement). Each party shall, at the reasonable request of any other party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. -7- <PAGE> (b) The provisions of Section 2.6(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any member of the SeraNova Group or the Intelligroup Group); (ii) any agreements, arrangements, commitments or understandings to which any Person other than the parties hereto and their respective Affiliates is a party (it being understood that to the extent that the rights and obligations of the members of the SeraNova Group or the Intelligroup Group under any such agreements, arrangements, commitments or understandings constitute SeraNova Assets or SeraNova Liabilities, they shall be assigned pursuant to the other provisions of this Section 2); (iii) any intercompany accounts payable or accounts receivable accrued as of the Closing Date that are reflected in the books and records of the parties or otherwise documented in writing in accordance with past practices; (iv) any written Tax sharing or Tax allocation agreements to which any member of any Group is a party; and (v) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the Closing Date. 2.7 DOCUMENTS RELATING TO TRANSFER OF REAL PROPERTY INTERESTS AND ------------------------------------------------------------------- TANGIBLE PROPERTY LOCATED THEREON. In furtherance of the contribution, transfer, --------------------------------- conveyance and delivery of the SeraNova Assets and the assumption of SeraNova Liabilities set forth in Section 2.1, simultaneously with the execution and delivery of this Agreement or as promptly as practicable thereafter, each of Intelligroup and SeraNova or their applicable Subsidiaries, shall execute and deliver lease assignments and assumptions, leases, subleases and sub-subleases with respect to the properties set forth on SCHEDULE 2.7 with such changes as ------------ may be necessary to conform to any laws, regulations or usage applicable in the jurisdiction in which the relevant real property is located. 2.8 DOCUMENTS RELATING TO OTHER TRANSFERS OF ASSETS AND ASSUMPTION OF ------------------------------------------------------------------- LIABILITIES. In furtherance of the contribution, transfer, conveyance and ----------- delivery of the SeraNova Assets and the assumption of SeraNova Liabilities set forth in Section 2.1, as promptly as practicable after each such transfer: (i) Intelligroup shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Intelligroup's and its Subsidiaries' right, title and interest in and to the SeraNova Assets to SeraNova and its Subsidiaries; and (ii) SeraNova shall execute and deliver, and shall cause its Subsidiaries to execute and deliver to Intelligroup and its Subsidiaries such bills of sale, stock powers, certificates of title, assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the SeraNova Liabilities by SeraNova and its Subsidiaries. 2.9 ANCILLARY AGREEMENTS. Prior to the Closing Date, Intelligroup and --------------------- SeraNova will execute and deliver all Ancillary Agreements to which it is a party. -8- <PAGE> 2.10 FINANCING ARRANGEMENTS. On a case-by-case basis, Intelligroup and ---------------------- SeraNova may agree to enter into a Joint Bank Facility or a SeraNova Bank Facility with respect to operations of the SeraNova Business in specific jurisdictions. In such event, Intelligroup and SeraNova agree to take all such reasonable action as may be necessary to permit the applicable members of the Intelligroup Group or the SeraNova Group to borrow such amount as is mutually agreed. Intelligroup and SeraNova shall participate in the preparation of all materials and presentations as may be reasonably necessary to secure funding pursuant to a Joint Bank Facility or a SeraNova Bank Facility, including rating agency presentations necessary to obtain the requisite ratings needed to secure the financing. SeraNova shall pay (or reimburse Intelligroup for) all expenses associated with any SeraNova Bank Facility. 2.11 OTHER GUARANTEES. On a case-by-case basis, Intelligroup shall ----------------- consider in good faith any request by SeraNova to have Intelligroup or any other member of the Intelligroup Group provide a contractual guaranty of a lease or other contractual obligation of any member of the SeraNova Group. SeraNova shall use its best good faith efforts to arrange for the release and discharge of Intelligroup and any other member of the Intelligroup Group of all of its obligations under any such guaranty as soon as possible, consistent with the smooth transition of the SeraNova Business to SeraNova. SeraNova shall take all reasonable steps necessary to arrange for the complete release and discharge of Intelligroup and any other member of the Intelligroup Group of all of its obligations under any such guaranty, in no event later than the spin-off transaction contemplated by that certain Distribution Agreement by and between Intelligroup and SeraNova of even date herewith. 2.12 GOVERNMENTAL APPROVALS AND CONSENTS. ----------------------------------- (a) To the extent that the Contribution requires any Governmental Authority approvals or consents, the parties will use their commercially reasonable efforts to obtain any such approvals and consents. (b) If and to the extent that the valid, complete and perfected transfer or conveyance to the SeraNova Group of any SeraNova Assets would be a violation of applicable laws or require any consent or approval of a Governmental Authority in connection with the Contribution, then, unless Intelligroup shall otherwise determine, the transfer or conveyance to the SeraNova Group of such SeraNova Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such consents or approvals have been obtained. (c) If the transfer or assignment of any Asset intended to be transferred or conveyed hereunder is not consummated prior to or at the Closing Date, then the Person retaining such Asset shall thereafter hold such Asset for its use and benefit, insofar as reasonably possible, at the expense of the Person entitled thereto. In addition, the Person retaining such Asset shall take such other actions as may be reasonably requested by the Person to whom such Asset is to be transferred in order to -9- <PAGE> place such Person, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such SeraNova Assets, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Assets, are to inure from and after the Closing Date to the SeraNova Group. (d) If and when the consents or approvals of a Governmental Authority, the absence of which caused the deferral of transfer of any Asset, are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement or the applicable Ancillary Agreement. 2.13 NOVATION OF ASSUMED SERANOVA LIABILITIES. ---------------------------------------- (a) Each of Intelligroup and SeraNova, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute SeraNova Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the SeraNova Group, so that, in any such case, SeraNova and its Subsidiaries will be solely responsible for such Liabilities; provided, however, that no member of the Intelligroup Group or the SeraNova Group, as the case may be, shall be obligated to pay any consideration therefor to any third party from whom such consents, approvals, substitutions and amendments are requested. Without limiting the foregoing, Intelligroup and SeraNova shall use their commercially reasonable efforts to obtain, prior to the Closing Date, a release of any and all guarantees provided by any member of the Intelligroup Group in connection with the SeraNova Contracts, SeraNova Assets, SeraNova Liabilities and the SeraNova Business. (b) If Intelligroup or SeraNova is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the Intelligroup Group shall continue to be bound by such agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof, SeraNova shall, as agent or subcontractor for Intelligroup or such other Person, as the case may be, pay, perform and discharge fully all the obligations or other Liabilities of Intelligroup or such other Person, as the case may be, thereunder from and after the date hereof. SeraNova shall indemnify each Intelligroup Indemnitee (as defined in Section 4.1), and hold each of them harmless against any Liabilities arising in connection therewith. If and when any such consent, approval, release, substitution or amendment is obtained or such agreement, lease, license or other rights or obligations otherwise becomes assignable or able to be novated, Intelligroup shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to SeraNova without payment of further consideration and SeraNova shall, without the payment of any further consideration, assume such rights and obligations. -10- <PAGE> 2.14 INTERCOMPANY DEBT. Intelligroup and SeraNova agree that, as a ----------------- result of the transactions contemplated hereby, SeraNova shall be indebted to Intelligroup as set forth on EXHIBIT H. Such debt shall be evidenced by the --------- Promissory Note. 3. REPRESENTATIONS AND WARRANTIES. ------------------------------ 3.1 REPRESENTATIONS AND WARRANTIES OF INTELLIGROUP. ---------------------------------------------- Intelligroup represents and warrants to SeraNova and its Subsidiaries as follows: (a) CORPORATE POWER AND AUTHORITY. Intelligroup has the requisite ----------------------------- power and authority to execute, deliver, and perform its obligations under this Agreement, any applicable Ancillary Agreement and to contribute, transfer, convey and deliver to SeraNova and its Subsidiaries the SeraNova Assets. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (corporate or otherwise) on the part of Intelligroup. This Agreement constitutes the legal, valid and binding obligation of Intelligroup, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally. (b) VALIDITY OF CONTEMPLATED TRANSACTIONS. The execution, delivery ------------------------------------- and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (i) violate, breach or contravene any of the terms, conditions or provisions of the Certificate of Incorporation or By-laws (or the equivalent thereof) of Intelligroup; (ii) violate, or constitute a default under, any material Contract by which Intelligroup or its property is bound; or (iii) violate any material provision of law. (c) TITLE TO CONTRIBUTED ASSETS. Intelligroup is in possession of --------------------------- and has good, valid and marketable title to, or has valid leasehold interests in or valid rights under contract to use, all of the SeraNova Assets in which it has an interest and Intelligroup has such title, interests or rights to all of the SeraNova Assets that are being contributed by Intelligroup. All of the SeraNova Assets are free and clear of all Liens, other than Permitted Liens. All tangible personal property comprising the SeraNova Assets is in good operating condition (ordinary wear and tear excepted) and will be usable by SeraNova and its Subsidiaries for its intended purposes. (d) ACCOUNTS RECEIVABLE. The accounts receivable that are included ------------------- in the SeraNova Assets (the "Accounts Receivable") constitute valid receivables, have arisen in the ordinary course of business consistent with past practices. No part of the Accounts Receivable is contingent upon performance by any member of the Intelligroup Group, as applicable, or any other party of any obligation, and no agreements for deductions or discounts have been made with respect to any part of such Accounts Receivable. -11- <PAGE> (e) BUSINESS. Upon consummation of this Agreement, SeraNova shall -------- be the sole and exclusive owner of the SeraNova Business, the SeraNova Assets received by SeraNova from Intelligroup are all of the assets necessary to operate the SeraNova Business. (f) REQUIRED CONSENTS. Intelligroup, SeraNova and the applicable ----------------- member or members of their respective Group shall use their or its reasonable best efforts to obtain all necessary consents from applicable third parties in order to assign, transfer and deliver the SeraNova Contracts unless the failure to obtain one or more consents would not be material and except for contracts under which Intelligroup has a right to subcontract without the consent of the other party or parties to the contract. (g) SERANOVA BALANCE SHEET. The SeraNova Balance Sheet set forth ----------------------- on EXHIBIT C is true and accurate in all material respects. --------- 3.2 REPRESENTATIONS AND WARRANTIES OF THE SERANOVA GROUP. ---------------------------------------------------- SeraNova and its Subsidiaries represent and warrant to Intelligroup as follows: (a) CORPORATE POWER AND AUTHORITY. SeraNova and its Subsidiaries ----------------------------- have the requisite power and authority to execute, deliver and perform this Agreement, the Ancillary Agreements and to accept the SeraNova Assets. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (corporate or otherwise) on the part of SeraNova and its Subsidiaries. This Agreement constitutes the legal, valid and binding obligation of SeraNova and its Subsidiaries, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally. (b) VALIDITY OF CONTEMPLATED TRANSACTIONS. The execution, delivery ------------------------------------- and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (i) violate, breach or contravene any of the terms, conditions or provisions of the Certificate or Articles of Incorporation or By-laws (or the equivalent thereof) of SeraNova and its Subsidiaries; (ii) violate, or constitute a default under, any material Contract by which such entity or its property is bound; or (iii) violate any material provision of law. 4. INDEMNIFICATION. --------------- 4.1 INDEMNIFICATION BY SERANOVA. Subject to the provisions of Section --------------------------- 4.3, SeraNova shall indemnify, defend and hold harmless each member of the Intelligroup Group and each of their respective directors, officers and employees, and -12- <PAGE> each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "INTELLIGROUP INDEMNITEES") from and against any and all Liabilities of the Intelligroup Indemnitees, relating to, arising out of or resulting from any of the following items: (a) the failure of any member of the SeraNova Group to pay, perform or otherwise promptly discharge any SeraNova Liabilities or any SeraNova Contract in accordance with their respective terms, after the Closing Date; (b) the employment or termination of employment of any employee of Intelligroup working in the SeraNova Business; (c) conduct of the SeraNova Business after the Closing Date; and (d) any breach by any member of the SeraNova Group of this Agreement or any of the Ancillary Agreements. 4.2 INDEMNIFICATION BY INTELLIGROUP. Subject to the provisions of ------------------------------- Section 4.3, Intelligroup shall indemnify, defend and hold harmless SeraNova, each member of the SeraNova Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "SERANOVA INDEMNITEES"), from and against any and all Liabilities of the SeraNova Indemnitees relating to, arising out of or resulting from any of the following items: (a) the failure of Intelligroup to pay, perform or otherwise promptly discharge any Liabilities of Intelligroup, whether prior to or after the Closing Date; (b) the failure of Intelligroup to pay, perform or otherwise promptly discharge any SeraNova Liabilities or any SeraNova Contract in accordance with their respective terms, prior to the Closing Date; (c) conduct of the SeraNova Business prior to the Closing Date; and (d) any breach by Intelligroup of this Agreement or any of the Ancillary Agreements. 4.3 INDEMNIFICATION OBLIGATIONS NET OF INSURANCE PROCEEDS AND -------------------------------------------------------------- OTHER AMOUNTS. ------------- (a) The parties intend that any Liability subject to indemnification or reimbursement pursuant to this Section 4 will be net of insurance proceeds. Accordingly, the amount which any party (an "INDEMNIFYING PARTY") is required to pay to any Person entitled to indemnification hereunder (an "INDEMNITEE") -13- <PAGE> will be reduced by any insurance proceeds theretofore actually recovered by or on behalf of the Indemnitee in reduction of the related Liability. If an Indemnitee receives a payment (an "INDEMNITY PAYMENT") required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives insurance proceeds, then the Indemnitee will pay to the Indemnifying Party an amount equal to the Indemnity Payment received less the amount of the Indemnity Payment that would have been due if the insurance proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Nothing contained in this Agreement or any Ancillary Agreement shall obligate any member of any Group to seek to collect or recover any insurance proceeds. 4.4 PROCEDURES FOR INDEMNIFICATION OF THIRD PARTY CLAIMS. ---------------------------------------------------- (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Intelligroup Group or the SeraNova Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIM") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 or 4.2, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Section 4, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any Third Party Claim. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 4.4(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and -14- <PAGE> expenses of such counsel shall be paid by such Indemnitee except as set forth in subsection (c). (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnitee of its election as provided in Section 4.4(b), such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. (e) In the case of a Third Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third Party Claim without the consent of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly, against any Indemnitee. (f) The provisions of Section 4.4 and Section 4.5 shall not apply to Taxes (which are covered by the Tax Sharing Agreement). 4.5 ADDITIONAL MATTERS. ------------------ (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements. (b) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if the Indemnifying Party shall so request, the parties shall -15- <PAGE> endeavor to substitute the Indemnifying Party for the named defendant. If such substitution cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this Section and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys' fees, experts' fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. 4.6 REMEDIES CUMULATIVE. The remedies provided in this Section 4 ------------------- shall be cumulative and, subject to the provisions of Section 6, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party. 4.7 SURVIVAL OF INDEMNITIES. The rights and obligations of each of ----------------------- Intelligroup and SeraNova and their respective Indemnitees under this Section 4 shall survive the sale or other transfer by any party of any Assets or businesses or the assignment of any Liabilities. 4.8 ALLEGED INFRINGEMENT OR MISAPPROPRIATION. ---------------------------------------- (a) Notwithstanding any other provision of this Agreement or any Ancillary Agreement, in the event of any claim, action, proceeding or suit by a third party against any member of the SeraNova Group or the Intelligroup Group alleging an infringement of any patent, copyright, trademark or misappropriation of a trade secret (each a "Claim") with respect to any of the transferred intellectual property or the Licensed Intellectual Property set forth on EXHIBIT A and EXHIBIT G, respectively (for purposes of this Section --------- --------- 4.8, the "Disputed Intellectual Property"), the parties agree to adhere to the procedures set forth in paragraphs (b), (c) and (d) below. (b) If the use or distribution by any member of the SeraNova Group or the Intelligroup Group, as applicable, of any of the Disputed Intellectual Property is enjoined or in the opinion of such member of the applicable Group is likely to be enjoined, SeraNova and Intelligroup shall, use their reasonable best efforts to jointly: (i) replace the Disputed Intellectual Property with a substitute free of any infringement; (ii) modify the Disputed Intellectual Property so that it will be free of the infringement; or (iii) procure for such member of the applicable Group or its distributees a license or other right to use the Disputed Intellectual Property. (c) Each of Intelligroup and SeraNova, on behalf of its respective Group, agrees to provide, or cause to be provided, prompt written notice to the other party of any Claim and Intelligroup and SeraNova shall jointly assume the defense thereof, including appeals, and to settle the same. Each party shall, upon request, furnish all information and provide assistance to the appropriate members of the SeraNova Group or the Intelligroup Group, as applicable, and cooperate in every reasonable way to facilitate the defense and/or settlement of any such Claim. -16- <PAGE> (d) The amount paid or payable by a party as a result of the losses, claims, damages, liabilities or expenses in connection with the remediation efforts set forth in Section (b) above, or the defense, adjudication, or settlement referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Claim. Intelligroup and SeraNova agree that it would not be just and equitable if the expenses incurred in connection with the remediation efforts set forth in Section (b) above, or the defense, adjudication, or settlement of a Claim under this Section 4.8 were apportioned on a pro rata basis without regard to the liability of each respective party according a relative finding of fault. The relative fault of the applicable member or members of the Intelligroup Group, on the one hand, and the applicable member or members of the SeraNova Group, on the other hand, shall be apportioned as is appropriate to reflect not only the relative benefits achieved but also the relative fault assessed with respect to the Disputed Intellectual Property. (e) The foregoing indemnity will not apply to any alleged infringement or misappropriation if and to the extent such alleged infringement or misappropriation arises from: (i) the use by any member of the SeraNova Group or the Intelligroup Group of any of the Disputed Intellectual Property in combination with any product, software or other material provided by a third party after the Closing Date; or (ii) any changes made by any member of the SeraNova Group or the Intelligroup Group in the Disputed Intellectual Property after the Closing Date. 5. EXCHANGE OF INFORMATION; CONFIDENTIALITY. ---------------------------------------- 5.1 AGREEMENT FOR EXCHANGE OF INFORMATION; ARCHIVES. ----------------------------------------------- (a) Each of Intelligroup and SeraNova, on behalf of its respective Group, agrees to provide, or cause to be provided, to each member of the other Group, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group which the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting party; (ii) for use in any judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements; or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) After the Closing Date, SeraNova shall have access during regular business hours (as in effect from time to time) to the documents that relate to the SeraNova Business that are in the possession or control of any member of the Intelligroup Group. SeraNova may obtain copies (but not originals) of documents for bona fide -17- <PAGE> business purposes. Nothing herein, however, shall be deemed to restrict the access of any member of the Intelligroup Group to any such documents or to impose any liability on any member of the Intelligroup Group if any such documents are not maintained or preserved by Intelligroup. (c) After the date hereof SeraNova shall: (i) maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the members of the Intelligroup Group to satisfy their respective reporting, accounting, audit and other obligations; and (ii) provide, or cause to be provided, to Intelligroup in such form as Intelligroup shall request, at no charge to Intelligroup, all financial and other data and Information as Intelligroup determines necessary or advisable in order to prepare Intelligroup financial statements and reports or filings with any Governmental Authority. 5.2 OWNERSHIP OF INFORMATION. Any Information owned by one Group ------------------------ that is provided to a requesting party pursuant to Section 5.1 shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information. 5.3 RECORD RETENTION. To facilitate the possible exchange of ---------------- Information pursuant to this Section 5 and other provisions of this Agreement, the parties agree to use their reasonable best efforts to retain all Information in their respective possession or control in accordance with the policies of Intelligroup as in effect on the Closing Date. No party will destroy, or permit any of its Subsidiaries to destroy, any Information which the other party may have the right to obtain pursuant to this Agreement prior to the tenth (10th) anniversary of the date hereof without first using its reasonable best efforts to notify the other party of the proposed destruction and giving the other party the opportunity to take possession of such Information prior to such destruction; provided, however, that in the case of any Information relating to Taxes or to Environmental Liabilities, such period shall be extended to the expiration of the applicable statute of limitations (giving effect to any extensions thereof). 5.4 Limitation of Liability. No party shall have any liability to ----------------------- any other party in the event that any Information exchanged or provided pursuant to this Agreement which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate, in the absence of willful misconduct by the party providing such Information. No party shall have any liability to any other party if any Information is destroyed after reasonable best efforts by such party to comply with the provisions of Section 5.3. 5.5 OTHER AGREEMENTS PROVIDING FOR EXCHANGE OF INFORMATION. The -------------------------------------------------------- rights and obligations granted under this Section 5 are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in any Ancillary Agreement. -18- <PAGE> 5.6 PRODUCTION OF WITNESSES; RECORDS; COOPERATION. --------------------------------------------- (a) After the Closing Date, except in the case of an adversarial Action by one party against another party (which shall be governed by such discovery rules as may be applicable under Section 6 or otherwise), each party hereto shall use its reasonable best efforts to make available to each other party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses (giving consideration to the business demands of such individuals) and any books, records or other documents within its control or which it otherwise has the ability to make available or as may reasonably be required in connection with any Action in which the requesting party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all costs and expenses in connection therewith. (b) If an Indemnifying Party (Intelligroup or SeraNova as the case may be) chooses to defend or to seek to compromise or settle any Third Party Claim, or if any party chooses to prosecute or otherwise evaluate or to pursue any claim against a third party, the other party shall use its best efforts to make available to such Indemnifying Party (Intelligroup or SeraNova as the case may be), upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses (giving consideration to the business demands of such individuals) and any books, records or other documents within its control or which it otherwise has the ability to make available or as may reasonably be required in connection with such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be, and shall otherwise cooperate in such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be. (c) Without limiting the foregoing, the parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions, contingent Liabilities and contingent gains. (d) Without limiting any provision of this Section, each of the parties agrees to cooperate, and to cause each member of its respective Group to cooperate, with each other in the defense of any infringement or similar claim with respect to any intellectual property and shall not claim to acknowledge, or permit any member of its respective Group to claim to acknowledge, the validity or infringing use of any intellectual property of a third Person in a manner that would hamper or undermine the defense of such infringement or similar claim. (e) The obligation of the parties to provide witnesses pursuant to this Section 5.6 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses inventors and other officers without regard to whether the witness or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.6(a)). -19- <PAGE> (f) In connection with any matter contemplated by this Section 5.6, the parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of any Group. 5.7 CONFIDENTIALITY. ---------------- (a) Subject to Section 5.8, each of Intelligroup and SeraNova, on behalf of itself and each other member of its respective Group, agrees to hold, and to cause its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives to hold, in strict confidence, with at least the same degree of care that applies to Intelligroup's confidential and proprietary information pursuant to policies in effect as of the Closing Date, all Information concerning each such other Group that is either in its possession (including Information in its possession prior to the date hereof or the Closing Date) or furnished by any such other Group or its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement, any Ancillary Agreement or otherwise, and shall not use any such Information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such Information has been: (i) in the public domain through no fault of such party or any member of such Group or any of their respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives; (ii) later lawfully acquired from other sources by such party (or any member of such party's Group) which sources are not themselves bound by a confidentiality obligation; or (iii) independently generated without reference to any proprietary or confidential Information of the other party. (b) Each party agrees not to release or disclose, or permit to be released or disclosed, any such Information to any other Person, except its directors, officers, employees, agents, accountants, counsel and other advisors and representatives who need to know such Information (who shall be advised of their obligations hereunder with respect to such Information), except in compliance with Section 5.8. Without limiting the foregoing, when any Information is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, each party will promptly after request of the other party either return to the other party all Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other party that it has destroyed such Information (and such copies thereof and such notes, extracts or summaries based thereon). 5.8 PROTECTIVE ARRANGEMENTS. In the event that any party or any ------------------------ member of its Group either determines on the advice of its counsel that it is required to disclose any Information pursuant to applicable law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Information of any other party (or any member of any other party's Group) that is subject to the confidentiality provisions hereof, such party shall notify the other party prior to disclosing or providing such Information and shall cooperate at the expense of the requesting party in seeking any reasonable protective arrangements requested by such other party. Subject -20- <PAGE> to the foregoing, the Person that received such request may thereafter disclose or provide Information to the extent required by such law (as so advised by counsel) or by lawful process or such Governmental Authority. 6. ARBITRATION; DISPUTE RESOLUTION. ------------------------------- 6.1 AGREEMENT TO ARBITRATE. ---------------------- (a) Except as otherwise specifically provided in any Ancillary Agreement, the procedures for discussion, negotiation and arbitration set forth in this Section 6.1 hereto shall apply to all disputes, controversies or claims (each a "Dispute") that may arise out of or relate to, or arise under or in connection with this Agreement or any Ancillary Agreement, or the transactions contemplated hereby or thereby (including all actions taken in furtherance of the transactions contemplated hereby or thereby on or prior to the date hereof), or the commercial or economic relationship of the parties relating hereto or thereto, between or among any member of the Intelligroup Group and the SeraNova Group. Each party agrees on behalf of itself and each other member of its respective Group that any Dispute shall be submitted to binding arbitration, in accordance with the dispute resolution procedures specified in this Section. If any of these procedures are determined to be invalid or unenforceable, the remaining procedures shall remain in effect and binding on the parties to the fullest extent permitted by law. (b) The arbitration shall be held in Edison, New Jersey before a panel of three arbitrators. Any member or members of the SeraNova Group or the Intelligroup Group, as applicable, may by notice to the applicable member or members of the SeraNova Group or the Intelligroup Group, as applicable, demand arbitration, by serving on the other party a statement of the Dispute and the facts relating or giving rise thereto, in reasonable detail, and the name of the arbitrator selected by it. Within fifteen (15) days after receipt of such notice, the other party shall name its arbitrator, and the two arbitrators named by the parties shall, within fifteen (15) days after the date of such notice, select the third arbitrator. (c) The arbitration shall be conducted in accordance with the procedures specified in this Section and shall be governed by the Commercial Arbitration Rules of the American Aribitration Association, as may be amended from time to time. In the event of a conflict, the provisions of this Section shall control. (d) Any issue concerning the extent to which any Dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless first agreeing in writing to abide and be bound by these procedures. The arbitrators may not award non-monetary or equitable relief of any sort. They shall have no power to award damages inconsistent with this Agreement or punitive damages or any other damages not measured by the prevailing party's actual damages, and the parties expressly waive their right to obtain -21- <PAGE> such damages in arbitration or in any other forum. In no event, even if any other portion of these procedures is adjudged invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (e) No discovery shall be permitted in connection with the arbitration unless expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. Neither the parties nor the arbitrators may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a party shall give written notice to all other parties and afford such parties a reasonable opportunity to protect their interest. The result of the arbitration shall be a final decision that is binding on the parties, and judgment on the arbitrators' award may be entered in any court having jurisdiction. The cost of such arbitration shall be borne equally by the parties. (f) This Section shall not apply to any Dispute arising out of or relating to the ownership of intellectual property. The application of this Section to any other Dispute shall be waived only by written agreement of Intelligroup and SeraNova. This Section shall be terminated only by written agreement of Intelligroup and SeraNova. 6.2 CONTINUITY OF SERVICE AND PERFORMANCE. Unless otherwise agreed ------------------------------------- in writing, the parties will continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Section with respect to all matters not subject to such dispute, controversy or claim. 6.3 LAW GOVERNING ARBITRATION PROCEDURES. The interpretation of ------------------------------------ the provisions of this Section, only insofar as they relate to the agreement to arbitrate and any procedures pursuant thereto, shall be governed by the Federal Arbitration Act and other applicable federal law. In all other respects, the interpretation of this Agreement shall be governed as set forth in Section 10.2. 7. EMPLOYEE RELATED MATTERS. ------------------------ 7.1 EMPLOYEE OFFERS. Prior to the Closing Date, SeraNova or one of --------------- its Subsidiaries shall have made a written offer of employment or engagement to each employee, independent contractor or consultant working in the SeraNova Business listed on SCHEDULE 7.1 hereto. Such employment offers shall provide ------------ that such individual shall commence work for SeraNova or the named Subsidiary on or before the Closing Date. Such employment offers shall also require that such individual shall, prior to the Closing Date, inform SeraNova of his or her intention to accept or decline such offer and, if such individual intends to accept such offer, to resign his or her employment with Intelligroup prior to or as of the Closing Date. -22- <PAGE> 7.2 BENEFITS. As soon as practicable after the Closing Date, -------- Intelligroup shall perform and undertake all acts as may be necessary to rollover or otherwise transfer the vested interests of employees in the qualified and non-qualified pension plans and Section 401(k) plans of Intelligroup to the corresponding plans maintained by SeraNova. Intelligroup shall be responsible for any COBRA coverage continuation notices required to be provided with respect to any employee who accepts employment with SeraNova. On or prior to the Closing Date, Intelligroup and SeraNova shall take all actions as may be necessary to approve the stock-based employee benefit plans of SeraNova in order to satisfy the requirement of Rule 16b-3 under the Exchange Act of 1934, as amended, and Section 162(m) of the Internal Revenue Code of 1986, as amended. 7.3 NO SOLICITATION OF EMPLOYEES. For a period of two (2) years ----------------------------- after the Closing Date, neither Intelligroup nor SeraNova or any member of their respective Groups shall solicit any employee of the other to terminate his or her employment to become an employee of the soliciting party, without the prior written consent of the other party. 7.4 NO RIGHTS CONFERRED UPON EMPLOYEES. Nothing in this Agreement ---------------------------------- shall be deemed to confer any rights or remedies of any employees, independent contractors or consultants of any member of the Intelligroup Group or the SeraNova Group (including individuals to whom SeraNova is to offer employment pursuant to Section 7.1). No Person shall be a third party beneficiary with respect to the provisions of this Section 7. 8. FURTHER ASSURANCES AND ADDITIONAL COVENANTS. ------------------------------------------- (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto shall use its reasonable best efforts, prior to, on and after the Closing Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the foregoing, prior to, on and after the Closing Date, each party hereto shall cooperate with the other party, and without any further consideration, but at the expense of the requesting party, to execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and to take all such other actions as such party may reasonably be requested to take by any other party hereto from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the SeraNova Assets and the assignment and assumption of the SeraNova Liabilities and the -23- <PAGE> other transactions contemplated hereby and thereby. Without limiting the foregoing, each party will, at the reasonable request, cost and expense of any other party, take such other actions as may be reasonably necessary to vest in such other party good and marketable title, if and to the extent it is practicable to do so. (c) On or prior to the Closing Date, Intelligroup and SeraNova in their respective capacities as direct and indirect stockholders of their respective Subsidiaries, shall each ratify any actions which are reasonably necessary or desirable to be taken by Intelligroup, SeraNova or any Subsidiary of Intelligroup or SeraNova, as the case may be, to effectuate the transactions contemplated by this Agreement. (d) Prior to the Closing Date, if one or more of the parties identifies any commercial or other service that is needed to assure a smooth and orderly transition of the businesses in connection with the consummation of the transactions contemplated hereby that is not otherwise governed by the provisions of this Agreement or any Ancillary Agreement, the parties will cooperate in determining whether there is a mutually acceptable arm's-length basis on which the other party will provide such service. 9. TERMINATION. ----------- 9.1 TERMINATION BY MUTUAL CONSENT. This Agreement may be -------------------------------- terminated at any time prior to the date of the Closing Date by the mutual consent of Intelligroup and SeraNova. 9.2 EFFECT OF TERMINATION. In the event of any termination of this --------------------- Agreement prior to the Closing Date, no party to this Agreement (or any of its directors or officers) shall have any Liability or further obligation to any other party. 10. MISCELLANEOUS. ------------- 10.1 COUNTERPARTS; ENTIRE AGREEMENT. ------------------------------ (a) This Agreement and each Ancillary Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (b) This Agreement, the Ancillary Agreements and the Exhibits, Schedules and Appendices hereto and thereto contain the entire agreement between the parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties other than those set forth or referred to herein or therein. 10.2 GOVERNING LAW. Except as set forth in Section 6.3, this ------------- Agreement and, unless expressly provided therein, each Ancillary Agreement, shall be -24- <PAGE> governed by and construed and interpreted in accordance with the laws of the State of New Jersey (other than as to its laws of arbitration which shall be governed under the Federal Arbitration Act or other applicable federal law pursuant to Section 6.3), irrespective of the choice of laws principles of the State of New Jersey, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. 10.3 ASSIGNABILITY. Except as set forth in any Ancillary Agreement, ------------- this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the parties hereto and thereto, respectively, and their respective successors and assigns; provided, however, that no party hereto or -------- ------- thereto may assign its respective rights or delegate its respective obligations under this Agreement or any Ancillary Agreement without the express prior written consent of the other parties hereto or thereto. 10.4 THIRD PARTY BENEFICIARIES. Except for the indemnification --------------------------- rights under this Agreement of any Intelligroup Indemnitee or SeraNova Indemnitee in their respective capacities as such: (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the parties and are not intended to confer upon any Person except the parties any rights or remedies hereunder; and (b) there are no third party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any third person with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement. No party hereto shall have any right, remedy or claim with respect to any provision of this Agreement or any Ancillary Agreement to the extent such provision relates solely to the other party hereto or the members of such other party's Group. 10.5 NOTICES. All notices or other communications under this ------- Agreement or any Ancillary Agreement, except as may be specifically provided in an Ancillary Agreement, shall be in writing and shall be deemed to be duly given when: (a) delivered in person; or (b) deposited in the United States mail or internationally recognized courier service, postage prepaid, addressed as follows: If to Intelligroup, to: ----------------------- Intelligroup, Inc. 499 Thornall Street Edison, New Jersey 08837 Attn: President If to SeraNova, to: ------------------- SeraNova, Inc. 499 Thornall Street Edison, NJ 08837 Attn: President -25- <PAGE> Any party may, by notice to the other party, change the address to which such notices are to be given. 10.6 SEVERABILITY. If any provision of this Agreement or any ------------ Ancillary Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby or thereby, as the case may be, is not affected in any manner adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the parties. 10.7 HEADINGS. The article, section and paragraph headings -------- containedn this Agreement and in the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement. 10.8 WAIVERS OF DEFAULT. Waiver by any party of any default by the ------------------ other party of any provision of this Agreement or any Ancillary Agreement shall not be deemed a waiver by the waiving party of any subsequent or other default, nor shall it prejudice the rights of the other party. 10.9 AMENDMENTS. No provisions of this Agreement or any Ancillary ---------- Agreement shall be deemed waived, amended, supplemented or modified by any party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the party against whom it is sought to enforce such waiver, amendment, supplement or modification. 10.10 LATE PAYMENTS. Except as expressly provided to the contrary in ------------- this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within thirty (30) days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to six percent (6%). * * * * * -26- <PAGE> IN WITNESS WHEREOF, the parties have caused this Contribution Agreement to be executed by their duly authorized representatives. INTELLIGROUP, INC. By: /s/ Ashok Pandey -------------------------- Name: Title SERANOVA, INC. By: /s/ Raj Koneru -------------------------- Name: Raj Koneru Title CEO [Signature Page to Contribution Agreement] -27- <PAGE> LIST OF EXHIBITS AND SCHEDULES ------------------------------ SCHEDULES --------- 2.4 - Delayed Asset Transfers 2.7 - List or Properties 3.1 - Excluded Consents 7.1 - Individuals to Whom Offers Shall Be Made EXHIBITS -------- A - Ancillary Agreements B - SeraNova Assets C - SeraNova Balance Sheet D - SeraNova Contracts E - SeraNova Liabilities F - Permitted Liens G - Licensed Intellectual Property H - Intercompany Debt -28- <PAGE> SCHEDULE 2.4 ------------ DELAYED ASSET TRANSFERS o All assets of Intelligroup Asia Private Limited relating to its Internet services and solutions business shall be transferred to Intelligroup India Private Limited, a corporation organized under the laws of India, as soon as practicable after the Closing Date. o All of the equity interest owned by Intelligroup, Inc. or any of its subsidiaries in Intelligroup India Private Limited and each of its subsidiaries, if any, shall be transferred to SeraNova, Inc. as soon as practicable after the Closing Date. <PAGE> SCHEDULE 2.7 ------------ LIST OF PROPERTIES <PAGE> ---------------------------------------------------------------------------- PERCENTAGE OF PREMISES LOCATION AND/OR BRANCH ALLOCATED TO SERANOVA ---------------------------------------------------------------------------- 499 Thornall Street 33.65% Edison, New Jersey ---------------------------------------------------------------------------- 10210 North 25th Avenue 100.0% Phoenix, Arizona ---------------------------------------------------------------------------- 9013 North 25th Avenue 100.0% Suite 6 Phoenix, Arizona ---------------------------------------------------------------------------- 9014 North 23rd Avenue 100.0% Suite 1 Phoenix, Arizona ---------------------------------------------------------------------------- 950 Tower Lane 70.0% Suite 300 Foster City, California ---------------------------------------------------------------------------- 9399 West Higgins Building 50.0% Suite 810, 8th Floor Rosemont, Illinois ---------------------------------------------------------------------------- 691 North Squirrel Road 100.0% Suite 175 Auburn Hills, Michigan ---------------------------------------------------------------------------- <PAGE> SCHEDULE 3.1 ------------ EXCLUDED CONSENTS <PAGE> EXCLUDED CONSENTS ------------------------------------------ CONTRACT DATE ------------------------------------------ AMERICAN EXPRESS 3/22/98 ------------------------------------------ AUDI 1/1/99 ------------------------------------------ HEWLETT PACKARD 2/4/99 ------------------------------------------ LIQUIDPRICE INC. 8/13/99 ------------------------------------------ VIGNETTE CORPORATION 9/29/99 ------------------------------------------ VOLKSWAGEN OF AMERICA 1/1/99 ------------------------------------------ <PAGE> SCHEDULE 7.1 ------------ INDIVIDUALS TO WHOM OFFERS SHALL BE MADE <PAGE> NA - North America, IND - India, AP - Asia Pacific, EUR - Europe Number Organiz Code Title ation EMPLOYEE NAME -------------------------------------------------------------------------------- 1 IND A Keshav Narsipur Team Leader 2 IND A Mani Kandan Programmer 3 IND A Suneetha Madhukar Programmer 4 NA PHD Abhijit Barde Associate Software Engineer 5 NA PHD Akshay Shah Associate Software Engineer 6 NA PHA Alan Matsumoto Temporary 7 AP MC Alexander Frater Manager 8 AP MC Alistair McLeod Tennant Principal Consultant 9 IND Allam Bharath Reddy Programmer 10 NA PRD Allison Admin 11 AP APA Amanda Louise Talbot Typist Receptionist 12 IND Amit Agarwal Content Entry Analyst 13 NA PHD Anand Mani Software Engineer 14 NA NJD Anand Reddy Yedulla Software Engineer 15 IND Anand V Kothamangalam Content Entry Analyst 16 IND Anand Venkateshan Testing Analyst 17 NA PRA Andelin, Brian D. Finance 18 NA PRD Anderson, Dan Principal Consultant MC 19 AP MC Angela Mary Reynolds Principal Consultant 20 IND Aniesh Chawla Programmer 21 IND Anil Oggi Programmer 22 NA PHD Anil Singh Manager 23 IND Anita Subbiah Content Entry Analyst 24 AP MC Anthony Ian Culloden Principal Consultant 25 AP MC Anthony John Booth Manager 26 AP APA Anthony Michael Duffin Corporate Services Executive 27 NA PHD Anuradha Pandey Associate Software Engineer 28 NA PHD Arati Madhineni Associate Software Engineer 29 IND Aratikatla Shanti Programmer 30 IND Arjun Mukherjee Team Leader 31 IND Arun Gupta Programmer 32 NA PRD Asay, Taylor Software Engineer 33 IND Ashok Natrajan Programmer 34 IND DEL Ashutosh Yadav VP - Delivery 35 NA OPS Ashwin Royadurg Recruiting Manager 36 IND Babanbhai Abdul Raheem Programmer 37 NA PRD Baird, J. Russell Manager 38 NA DEL Balaji Kodali Associate Software Engineer 39 NA PRD Balaji Krishnamurthy Software Engineer 40 IND OPS Balaji Venkatachalam VP - Operations 41 IND Balasubramanian Programmer Mariswaran 42 IND Balu Herbert Programmer 43 NA PHD Balu Srinivasan Software Engineer 44 AP MC Barend Keith Craig Manager 45 AP MC Barney Heslop Manager <PAGE> 46 AP MC Barry Dennis Mawer Manager 47 AP APS Barry John Old Regional Account Director 48 AP APA Belinda Jane Boettcher Office Manager 49 IND Benoy Jose Programmer 50 AP VL Bernadine Clare Marwick Knowledge Manager 51 AP APA Beverley Anne Ellis Receptionist 52 NA PHD Bharat Agarwal Software Engineer 53 NA OPS Bharat Raju Recruting Manager 54 IND Bhaskar Prasad Mulugu Programmer 55 IND Bhaskar Rajagopal Team Leader 56 IND Bhaskar Reddy B V Programmer 57 IND Bheemi Krishna Mohan Programmer 58 NA PHD Biju Nair Software Engineer 59 IND Biju Ruhamma L Programmer 60 NA PHD Biswajit Sarkar Software Engineer 61 AP MC Brian Charles Bernon Principal Consultant 62 AP MC Brian Fair Principal Consultant 63 AP MC Bruce Tinsley Principal Consultant 64 AP MC Bruce Wood Manager 65 AP MC Bryce James Pottinger Manager 66 IND Bulusu Monmohanamurali S Content Entry Analyst 67 NA PHD Burton Machado Software Engineer 68 NA PRD Butler Melissa K. Interactive Designer 69 IND C Leena Rani Programmer 70 IND Candida Admin 71 NA PHA Carol Wright People Services Manager 72 NA PHD Carolyn Lim Software Engineer 73 NA FCD Chakib Jaber Software Engineer 74 IND Chandan Mishra Programmer 75 NA PHD Chandramohan Lingam Associate Software Engineer 76 IND Chirenjeevi MIS 77 EUR EUR Chris Managing Director - Europe 78 AP APA Christine Elizabeth Executive Assistant Boonzaier 79 AP APA Christine Joan Nesbit Office Manager 80 NA DC Christopher Arokiraj Associate Software Engineer 81 AP MC Christopher Arthur Principal Consultant Marshall 82 NA PHD Christopher Brinson Associate Software Engineer 83 AP MC Clare Louise Engel Principal Consultant 84 NA MKT Claudio Burgos Creative Director 85 AP MC Clifford John Blakely Principal Consultant 86 AP MC Colin Dinn Manager 87 AP APS Colin Graham Butler Regional Account Director 88 NA SOL Cooper, Tyler B. Manager 89 NA PRD Coronel, Carlos Associate Interactive Designer 90 NA PRD Cragun, Brian B. Associate Content Analyst 91 IND D Kalyan Chakravarthi Programmer 92 NA VLM D.K. Chakravarthy Methodologist 93 IND Dasaradhi Agnihotram V S Programmer 94 NA OPS Dave Ferguson Recruiting Manager 95 AP MC David George Gale Principal Consultant <PAGE> 96 AP MC David Hawkins Principal Consultant 97 AP MC David John Kelly Principal Consultant 98 NA PHD David Lyons Software Engineer 99 AP MC David Nigel Niven Principal Consultant 100 AP MC David Raine Oswald Principal Consultant 101 NA David Rogers Controller 102 NA PRD Davis, Matthew M. Interactive Designer 103 IND Debiprasad Benerjee Programmer 104 NA DEL Deep Vaswani Software Engineer 105 NA NJD Deepa Balaji Associate Software Engineer 106 IND Deepak S Agarwal Programmer 107 AP APS Denis Allan Parkinson Regional Account Manager 108 NA PHD Derek Au Software Engineer 109 AP MC Derek Paul Lister Principal Consultant 110 NA PHD Devanath Desikan Associate Software Engineer 111 NA PHD Devendra Kumar Associate Software Engineer 112 NA PHD Dhananjay Naniwadekar Associate Software Engineer 113 IND Dhanasekaran. K Programmer 114 NA SOL Dharma Katkuri Principal Consultant 115 NA SOL Donahue, Michael P. Director - Solutions 116 AP APM Donald Tristram Moore SVP - International 117 NA PHD Duane Matsen Software Engineer 118 IND Edward Samraj N Programmer 119 AP APS Eileen Wild Principal Consultant 120 NA NAM Elizabeth Massimo Admin. Assistant 121 NA PHD Eric Eckert Principal Software Engineer 122 NA PHD Fariza Ahsanuddin Associate Software Engineer 123 NA PRM Farr, Richard L. Director 124 NA MGT Fereshteh Azad Principal Consultant 125 AP MC Fiona Allan Office Manager 126 AP MC Francis Benedict Kelly Principal Consultant 127 AP MC Francisco Almeda TanKing Principal Consultant 128 AP MC Frederick Geoffrey Furkert Principal Consultant 129 AP APS Fredrick John Peter (Bill) Director - Australia Boyd 130 NA SOL G.Venkat Principal Consultant 131 IND Gadde Ramesh Programmer 132 NA NJD Gajapathy Senthil Kumar Software Engineer 133 NA NJD Ganesh Nemmani Associate Software Engineer 134 NA PHD Ganeshbabu Subramanian Software Engineer 135 IND Ganti Subba Rao Admin 136 AP MC Gary Parker Principal Consultant 137 IND Gautam Deshpande Programmer 138 NA PRD Geary, Michael Interactive Architect 139 AP APA Genevieve Ruth Fraser Accountant 140 EUR EUR Geoff Baker Director Solutions - Europe 141 AP MC Geoffrey Allen Smith Principal Consultant 142 AP MC George Heatherwick Findlay Principal Consultant 143 IND George Korah MIS 144 NA AU George Moraetes Principal Consultant 145 NA PRD Gibbons, Thomas W. Manager 146 NA OPS Greg Killpack Recruiting Manager <PAGE> 147 NA PRA Guilbert, Derrill E. IS 148 NA PHD Gunilla Sundstrom Manager 149 NA PHD Gunjan Vijayvergia Software Engineer 150 IND Guru Prasad Vinjamuri Programmer 151 IND Gurubachan Singh Sardar Programmer 152 NA VLM Gururaj Managuli Director - Methodology 153 NA PRD Hall, Craig Associate Content Analyst 154 IND Hari Babu Programmer 155 IND Harilal Kanakavalli Programmer 156 AP MC Harry Chopra Director Solutions Practice 157 IND Harsha Kiran Admin 158 AP APS Harvey David Calder Associate Director 159 NA PHD Himanshu Kohli Software Engineer 160 NA SOL Hitesh Seth Principal Consultant 161 NA PRA Hokanson, Amie Finance 162 NA PRD Hokanson, Nathan D. Software Engineer 163 IND I Stephen Mosses Programmer 164 AP MC Iain Michael Barraclough Principal Consultant 165 AP MC Ian Hamish Roderik Principal Consultant McFadyen 166 AP APM Ian Hugh Taylor Managing Director - Asia Pacific 167 AP APS Ian Johnson Director, Banking and Finance 168 AP MC Ian Stewart Mawson Principal Consultant 169 IND J Sabesan Programmer 170 IND J V N D Prasad Team Leader 171 AP MC Jack Egon Boettcher Principal Consultant 172 NA MKT Jacobson, Rachel L. Marketing Executive 173 IND Jaffar Sulaimani Programmer 174 NA NJD Jaganadda Eluri Software Engineer 175 NA FCD Jagannath Jayapaul Software Engineer 176 IND Jagannathan Giridhar Testing Analyst 177 IND James Rozario Team Leader 178 AP MC Jan Jeremia Olivier Principal Consultant 179 NA OPS Jan Johnson Recruiting Manager 180 IND Jandhyala Kalyan Charavarthy 181 NA PRA Janelle Jackson Finance 182 IND Jasmit Singh Recruiter 183 NA AU Jay Krall Associate Director 184 IND Jaya Shankar Reddy P Content Entry Analyst 185 IND Jayaram Goli Programmer 186 IND Jayendaraj Ramamurthi Programmer 187 NA MKT Jeff Pasternak 188 NA NAS Jeff Schulmann Asssociate Director 189 AP APS Jeffrey Gordon Roberts Director - Asia 190 NA PRA Jennifer Receptionist 191 AP APA Jennifer Jane Wynne-Jones Payroll Administrator 192 NA PRA Jensen, Brea Human Resources 193 IND Jerome Amirtharaj Ua Team Leader 194 AP MC Jillian Kuch Human Resource Manager 195 IND Jitendra Kumar Rai Programmer 196 NA PRD Jochetz, Christopher Interactive Architect <PAGE> 197 NA PHD Joe Jenkins Software Engineer 198 NA SOL Joe Postiglione Vice President - Eprocurement 199 AP MC John Clive Emanuel Principal Consultant 200 AP MC John Edward Crisp Principal Consultant 201 NA NAS John Hardin Principal Consultant 202 NA SOL John Kimborough Manager 203 AP MC John Leslie Callcut Director, Projects 204 NA SOL John Lloyd Jones Principal Consultant 205 AP APS John Murray Downes Regional Account Manager 206 NA AU John Pas Principal Consultant 207 NA PRD Johnson, Clifford N. Content Analyst 208 AP MC Jonathan Mark Ashby Principal Consultant 209 NA PRD Jordan, Chris IS 210 Judith Rogerson Admin to CEO & VP Buss Dev 211 NA DEL Jyoti Nigam Business Analyst 212 IND K Shravan Kumar Programmer 213 NA Kala Bhatt Accounting 214 NA SOL Kalyan Subramaian Director 215 NA SOL Kanth Miriyala Associate Director 216 IND Kathiresan Palraj MIS 217 AP APA Kathleen Ann Warren Executive Assistant 218 AP APA Kathryn Young Principal Consultant 219 NA PHD Kaustubh Kunte Software Engineer 220 NA PHD Kaustubh Mule Software Engineer 221 IND Kavitha V Programmer 222 IND Kavitha Varahabhatla Programmer 223 AP APA Kenneth George Foulner Manager 224 AP MC Kerry Anne Trotter Regional Account Manager 225 AP MC Kevan Moran Principal Consultant 226 IND Khairunisa Begum Programmer 227 IND Kilambi.V. Ramanujam Testing Analyst 228 AP APS Kimberly Michelle Klasbeek Payroll Administrator 229 IND Kiran Kumar Gundimeda Programmer 230 IND Kiran Kumar Paladugu Programmer 231 NA PRD Kirkpatrick, Sam Principal Software Engineer 232 IND Kishore Lakshman Rajeti Programmer 233 NA PRD Knapp, Steven Principal Consultant MC 234 IND Koppisetti Suresh Kumar Programmer 235 IND Krishna Kanth Jandhyala Programmer 236 IND Krishna Kosuri Programmer 237 NA PHD Krishnamurthy Rajagopal Associate Software Engineer 238 NA NAS Kristen Costa Admin Assistant 239 IND Kumeta Vikram Programmer 240 NA PRD Laidig, Robert J. Software Engineer 241 NA DEL Lakshmi Narasimha Kota Software Engineer 242 IND Lakshmin Narasimhan Srivaths 243 NA PRD Larson, Brent Associate Content Analyst 244 AP MC Laurence Millar Director - Telecomm 245 NA PHD Laxmikant Dash Associate Software Engineer 246 AP APA Leslie Fearnley Principal Consultant <PAGE> 247 Lisa Carnato Accounting 248 AP MC Lisa Jennifer Rickman Typist 249 NA PRD Lono, Erik N. Interactive Designer 250 NA PRD LuBean, Aaron R. Software Engineer 251 NA PRD LuBean, Jason I. Principal Software Engineer 252 IND M Laxmi Narayana MIS 253 IND Madan Mohan Reddy B Programmer 254 NA NJD Madhusmita Gupte Associate Software Engineer 255 IND Madhusudana Chittibhatta Programmer 256 NA DEL Mahendra Bairagi Associate Software Engineer 257 IND Mahesh Kumar Navale Programmer 258 IND Mallesh Kota Programmer 259 IND Maninder Singh Content Entry Analyst 260 NA PHD Manjula Tekal Software Engineer 261 IND Manoj Balraj BSA 262 NA MC Marcus Burrows Manager 263 AP MC Margery Jane Allison Principal Consultant 264 AP APA Maria Ann McKinley Manager 265 NA PHD Mark Bi Software Engineer 266 AP MC Mark Raymond Gordon Principal Consultant 267 NA NAS Mark Smith Regional Acct Mgr 268 AP MC Mark Thomas Turkington Regional Account Manager 269 AP MC Martin William Chambers Principal Consultant 270 NA NAS Matson, Jr. James E. Regional Account Manager 271 NA PHD Matthew Cronin Software Engineer 272 AP MCS Matthew Taylor Principal Consultant 273 NA PRA Maw, Kristin Finance 274 NA PRM Maw, Richard W. Director 275 NA PRD Mecham, David R. Associate Director 276 NA PHD Meena Gopakumar Principal Consultant MC 277 IND Mekala Srinivas Programmer 278 NA PHA Melody Vosgier Admin. Assistant 279 AP MC Michael Cartlidge Director - Solutions Asia Pacific 280 AP MC Michael Colin Campbell Controller - Asia Pacific 281 AP MC Michael John Walls Principal Consultant 282 AP APA Michele Ruth West Principal Consultant 283 NA PHD Mike Dunn Associate Software Engineer 284 IND Mohan Kannapa Programmer 285 NA AU Morrell, Gregory D. Manager 286 NA PRD Moss, Nicolas Associate Content Analyst 287 IND Mothukuri Sridhar Content Entry Analyst 288 IND Motupalli Srinivas Rao Programmer 289 IND Mrudula Maddipati Programmer 290 NA PHD Mubasher Ahmed Software Engineer 291 IND Mudassir Hussain Md Programmer 292 NA DEL Munish Arora Associate Software Engineer 293 IND Murali Krishna Erramilli Programmer 294 NA PHD Murali Pallikonda Associate Software Engineer 295 NA DEL Murli Subramani Software Engineer 296 AP MC Murray Osborne Manager 297 IND Muthiah Palaniappa Programmer <PAGE> 298 IND Naga Lanka MIS 299 IND Naga Raju Parsa Programmer 300 NA SOL Nagaraja Srivatsan Director 301 IND Nagaraju M Programmer 302 NA DEL Nageshwar Rao Sannidhanam Software Engineer 303 IND Nageswara Rao Paidi Programmer 304 NA PHD Nancy Cservak Principal Consultant MC 305 IND ProgrammerMurthy Upadhyayul S R 306 IND Narasimhaiah Narahari Programmer 307 NA PHD Nardesh Katoch Associate Software Engineer 308 IND Naresh Kumar G Programmer 309 NA NAS Neal Bischel Regional Account Director 310 IND Neeraj Vaddadi BSA 311 IND Neeraja A. Programmer 312 AP MC Neil Norman McDougall Principal Consultant 313 AP MC Neville Mercer Principal Consultant 314 NA PHD Nicholas Morisseau Principal Consultant MC 315 AP MC Nicola Charlotte Young Assistant Office Manager 316 NA MKT Nicole Altobello Marketing Assistant 317 AP MC Nigel Edwards Regional Account Manager 318 IND Nitin Kumar Bhatia Testing Analyst 319 NA PHD Noor Haq Software Engineer 320 IND Nuthikattu Sailaja Programmer 321 NA PHD Osmon Sukhera Software Engineer 322 IND P.V.U.Pavan Kumar Content Entry Analyst 323 IND Pagutharivu S Programmer 324 NA PRD Painter, Timothy D. Principal Software Engineer 325 IND Pankaj Hemnani Programmer 326 NA PHD Parag Matapurkar Software Engineer 327 IND Programmerhi V Neelishetty 328 IND Pardhasardhi V Neelishetty Programmer 329 IND Parul Gupta Programmer 330 NA NAS Pat Gardner Asssociate Director 331 NA PHA Patrick Kelly System Admin 332 IND Pawan Kumar Ramsastry Programmer 333 AP APA Peter Charles Bashford Manager 334 NA NAS Peter Evans Asssociate Director 335 AP APS Peter James Hicks Regional Account Manager 336 AP MC Peter Lindsay Smith Principal Consultant 337 IND Prabhakar K.M. Programmer 338 IND Prabhakar Kompella Team Leader 339 IND Pradeep Ramnath Iyer Programmer 340 IND Pradeep Sudhakar Joshi Programmer 341 NA PHD Prasad Samak Software Engineer 342 IND Prasann V.Nadgir Team Leader 343 IND Prasanna Karmarkar Programmer 344 NA NJD Prashant Gupte Senior Software Engineer 345 NA PHD Prashanth Chakrapani Software Engineer 346 IND Prashanth Mallikarjun Programmer 347 IND Pravas Ranjan Pattnayak Programmer 348 NA PHD Praveen Jhurani Associate Software Engineer <PAGE> 349 IND Praveena Sridhara Content Entry Analyst 350 NA AU Prem Vedamuthu Principal Consultant 351 IND Pullamraju Harish Testing Analyst 352 IND R Rajashree Pathipaka Content Entry Analyst 353 IND R Subha Programmer 354 NA PHD Raghu Neelagiri Associate Software Engineer 355 NA Raj Koneru CEO 356 IND Rajagopalan Kasiraman Programmer 357 IND Rajarathinam Singaravelu Programmer 358 IND Rajashekar Reddy Programmer 359 NA PHD Rajashekhar Mukkavilli Associate Software Engineer 360 IND Rajendra Prasad Chadalavada 361 IND Rajesh Babu Sv Programmer 362 NA OPS Rajesh Iyer Recruiting Manager 363 IND Rajesh K Team Leader 364 IND Rajesh Yadali Programmer 365 NA PHD Rajmohan Kartha Associate Software Engineer 366 IND Ramaa Raghavan Testing Analyst 367 IND Ramachandran Dittavi.J. Testing Analyst 368 IND Ramakanth P B S V Programmer 369 IND Ramakrishnan Programmer 370 IND Ramana Murthy Programmer 371 IND Ramanuj Singh Programmer 372 NA PHD Rambabu Gonuguntla Associate Software Engineer 373 IND Ravi Goje Team Leader 374 IND Ravi Kiran G Programmer 375 IND Ravi Shankar L0Lla Programmer 376 NA Ravi Singh CFO 377 NA PHD Ravindra Mahajan Software Engineer 378 IND Ravindra Reddy Katukuri Programmer 379 IND Ravindrakumar Rasamsetti Testing Analyst 380 IND Ravindranath Y.V. Programmer 381 NA Richard Bevis VP, Marketing 382 NA SOL Richard Mclaren Manager 383 NA PHD Richard Reese Software Engineer 384 AP APS Richard Shenton Rice Principal Consultant 385 AP MC Richard Stephen Hatfield Principal Consultant 386 NA PHA Richard Verdugo System Admin 387 NA PRD Richey, Ronald H. Principal Consultant MC 388 NA PRD Richmond, Joe Interactive Designer 389 AP MC Robert Arthur Barclay Principal Consultant 390 AP MC Robert Ian Le Grice Principal Consultant 391 AP MC Robert Owen Barnes Principal Consultant 392 NA NAS Roger Comora Regional Account Manager 393 NA NJD Roger Thompson Associate Software Engineer 394 IND Rokala Tarkesh Reddy Programmer 395 NA OPS Rony Daniel Recruiting Manager 396 AP MC Russell John Rolland Principal Consultant 397 NA PRA Rymer, Randy L. Principal Software Engineer 398 IND S M Karthik Programmer 399 IND S Praveen Programmer <PAGE> 400 IND S Rajesh Programmer 401 IND Sainath P Chawla Programmer 402 NA PHD Sairam Venkataraman Associate Software Engineer 403 IND Samuel Johnson Programmer 404 NA DEL Sandeep Ginde Software Engineer 405 IND Sangeeta Kour Testing Analyst 406 IND Sanjay Chaswal Programmer 407 NA PHD Sanjay Madaan Software Engineer 408 NA PHD Sanjay Rao Software Engineer 409 NA DEL Sanjay Sinha Software Engineer 410 NA DEL Santosh Ravindran Software Engineer 411 NA PHD Saptarshi Sen Software Engineer 412 IND Sathyanarayana Reddy V Programmer 413 IND Sathyaprasad K Programmer 414 NA DEL Satish Aditiwar Software Engineer 415 NA NAS Scoffield, Lance Regional Account Manager 416 NA AU Scott Crompton Director 417 IND Selvi Arulraj Testing Analyst 418 NA PHD Sendhil Chokkalingam Software Engineer 419 NA SOL Senthil Kunchithapatham Associate Director 420 IND Shaik Altaff Mohiddin Programmer 421 IND Shaik Mahammad Abbas Ali Testing Analyst 422 AP MC Sharon Ann Tait Principal Consultant 423 Sharon Barrien Accounting 424 NA DEL Sharon Glaser Principal Consultant 425 NA PHM Shashi Jasthi Director 426 IND Shashikanth Hanumanta Rao Programmer 427 IND Shibu Mathew Programmer 428 IND Shirmila Rani Thota Programmer 429 NA PHD Shyam Challapalli Associate Software Engineer 430 NA PHD Siva Chilukuri Software Engineer 431 NA PHD Siva Prasad Marella Associate Software Engineer 432 NA PRD Smith, Randall K. Principal Consultant MC 433 IND Smitha Puranik Programmer 434 IND Somayajulu Kolli.S.S.S Testing Analyst 435 IND Sonal J. Ashtikar Programmer 436 IND Sowmya Katragadda Programmer 437 NA PRD Spears, Kristin Principal Software Engineer 438 IND Sreejay Mullakandy Recruiting and Operations Manager 439 IND Sreekant Gottimukkala Programmer 440 IND Sri Lakshmi Dronamraju Programmer 441 IND Sridhar Reddy Programmer 442 NA DC Sridhar Reddy Software Engineer 443 IND Sridhar Vamaraju Programmer 444 NA PHD Srikanth Katakam Software Engineer 445 IND Srikanth Murthy Programmer 446 IND Srikanth S Koneru Content Entry Analyst 447 IND Srinath Vamaraju Content Entry Analyst 448 NA PHD Srinivas Akkineni Associate Software Engineer 449 IND Srinivas Gullipalli Programmer 450 IND Srinivas Kumar Mukkamala Programmer <PAGE> 451 NA PHD Srinivas Software Engineer Nandamuri 452 IND Srinivas Pediredla Programmer 453 IND Srinivas Rao Ganti Programmer 454 IND Srinivas Tatavarthy Team Leader 455 IND Srinivas Veeramachaneni S Content Entry Analyst 456 NA PHD Srinivasan Rajamanickam Software Engineer 457 IND Sriram Muthugi Programmer 458 IND Sriram S Chari Testing Analyst 459 IND Sriram Swaminathan Programmer 460 IND Sriranjani Varadarajan Z Programmer 461 NA PHD Stefanie Sicard Associate Software Engineer 462 NA SOL Steven Hagler Director 463 AP APA Steven Heath Solution Practice Manager 464 NA PRD Stockett, Z. Ted Principal Software Engineer 465 NA PRD Stringham, Mark D. Associate Content Analyst 466 IND Subba Rao A.S.V Team Leader 467 IND Subbu Uppuluri Project Manager 468 NA PHD Subhajit Bhattacherjee Software Engineer 469 NA PHD Sudheer Mahankali Associate Software Engineer 470 IND Suman Srinivas Pothula Programmer 471 IND Sumathi Athuluri Programmer 472 NA PHD Sumit Sood Software Engineer 473 NA PRD Sumner, Richard E. Principal Consultant MC 474 IND Sundar Rajan S Testing Analyst 475 NA PHD Sunil Fernandes Programmer 476 IND Sunita Chary Recruiter 477 IND Suraj Prabhu Programmer 478 IND Surender Rao Katikineni Programmer 479 IND Sushanto Mukherjee Team Leader 480 IND Susheel Nair Programmer 481 NA PRD Swenson, Dawna S. Principal Consultant MC 482 IND Syed Amanullah Khan Team Leader 483 AP MC Tadeusz Jozef Gawor Manager 484 NA Tarun Chandra VP, Corp Strategy 485 NA NAS Teri Gallo Asssociate Director 486 AP MC Terry Adams Regional Account Manager 487 NA AU Terry Bradshaw Principal Consultant 488 NA AU Terry, Stephanie A. Principal Consultant 489 AP MC Thomas Michael Hunter Principal Consultant 490 AP MC Thomas Ward Bradshaw Operations Manager 491 NA PRD Thomas, Jennifer Manager 492 NA FCD Tim Lupton Software Engineer 493 NA DEL Tirumalesh Kowdlay Software Engineer 494 NA Tom Bernetich SVP, North America Sales 495 NA AU Troy Mclean Manager 496 IND Tummala Suresh Programmer 497 NA PHD Uday Pothakamury Associate Software Engineer 498 NA DEL Udipi Charya Software Engineer 499 IND Ugrappa Vinay.K. Programmer 500 IND INDA Unnamed Controller 501 IND INDA Unnamed Director - HR <PAGE> 502 IND Upadyaula Raghu Programmer 503 IND Uppala Srikanth Testing Analyst 504 AP APS Utam Singh Pannu Principal Consultant 505 IND V Mahesh Yadav Programmer 506 IND V S Pavan Kumar Programmer 507 IND Vamsee Krishna Karumudi Content Entry Analyst 508 NA PRD Varkala, Venkat Software Engineer 509 IND Varun Kumar BSA 510 NA DC Venkatesh Kumar KirupakaranAssociate Software Engineer 511 NA PHD Venkatesh Rao Software Engineer 512 IND Venkatesh Sadagopan BSA 513 NA PHD Venkatesh Srinivas Rao Software Engineer 514 NA PHD Venkatesh Thirumalisamy Software Engineer 515 IND Venkateshwara Rao Programmer 516 NA NAS Venu Raghavan Account Manager 517 Veronica Soto Admin to Finance 518 AP MC Victor Ian Wardrop Principal Consultant 519 NA NAS Victoria Hedrick Account Manager 520 IND Vidhya M R Programmer 521 NA OPS Vidya Shaker Recruiting Manager 522 NA PHA Vijay Pulsani System Admin 523 IND Vijaya Kumar Rao Programmer 524 IND Vijaya Sarathi Tvr Programmer 525 IND TestinghAnalysteddy Talugul 526 IND Vikranth Pathak Programmer 527 NA PHD Vinay Bhat Software Engineer 528 NA DEL Vinayak Padaki Software Engineer 529 IND Vineesh Degapudi Programmer 530 NA DEL Vinod Mandhana Software Engineer 531 IND Visweshwar Rao M Programmer 532 AP MC Warren Topp Principal Consultant 533 AP OPS Willem Abraham Geerts Principal Consultant 534 AP MC William Johnson Director - Phillipines 535 NA PRD Wimmer, Jason Content Analyst 536 NA PRD Wing, Brent Principal Consultant MC 537 NA PRA Wuehler, Michael T. IS 538 IND Yerukala Chandra Programmer 539 NA PHD Yogendra Yadav Software Engineer 540 NA DEL Yuvraj Joshi Software Engineer 541 IND Zeenat Vastad Programmer 542 NA PRD Zimmerman, Joel Principal Consultant MC 543 NA FCA Zina Albano Admin. Assistant <PAGE> EXHIBIT A --------- ANCILLARY AGREEMENTS The term "Ancillary Agreements" includes the following agreements: (i) Services Agreement; (ii) Tax Sharing Agreement; (iii) Space Sharing Agreement; (iv) Distribution Agreement; and (v) Promissory Note. <PAGE> EXHIBIT B --------- SERANOVA ASSETS The term "SeraNova Assets" includes: o Assets Related to the Conduct of the SeraNova Business in the United States by Intelligroup, Inc. (attached hereto): o All of the equity interests of Intelligroup in the following companies: 1. NetPub; 2. Azimuth and each of its subsidiaries; and 3. Intelligroup India Private Limited and each of its subsidiaries. <PAGE> SERANOVA ASSETS AS OF DECEMBER 31, 1999 (in thousands) <TABLE> <CAPTION> ASSETS VALUE RECIPIENT CONTRIBUTING ENTITY SERANOVA INTELLIGROUP <S> <C> Current Assets: Cash $ - Accounts receivable, net of allowance for doubtful accounts of $225 3,289 Unbilled services 2,872 Other current assets 185 ---------- Total Current Assets 6,346 Property and equipment, net 1,072 Intangible assets, net - Other assets - Total Assets $ 7,418 ========== ASSETS VALUE RECIPIENT CONTRIBUTING ENTITY NETWORK NETWORK (1) PUBLISHING PUBLISHING Current Assets: Cash $ 380 Accounts receivable, net of allowance for doubtful accounts of $128 2,164 Unbilled services -- Other current assets 49 ---------- Total Current Assets 2,593 Property and equipment, net 529 Intangible assets, net 3,492 Other assets -- Total Assets $ 6,614 ========== (1) Intelligroup will contribute 100% of outstanding Common Stock of Network Publishing. ASSETS VALUE RECIPIENT CONTRIBUTING ENTITY AZIMUTH AZIMUTH (2) Current Assets: Cash $ 219 Accounts receivable, net of allowance for doubtful accounts of $0 2,003 Unbilled services 808 Other current assets 117 ---------- Total Current Assets 3,147 ---------- Property and equipment, net 253 Intangible assets, net Other assets 9 Total Assets $ 3,409 ========== (2) Intelligroup, Inc will contribute 100% of outstanding Common Stock of Azimuth. </TABLE> <PAGE> <TABLE> <CAPTION> ASSETS VALUE RECIPIENT CONTRIBUTING ENTITY INDIA INTELLIGROUP <S> <C> Current Assets: Cash $ 12 Accounts receivable, net of allowance for doubtful accounts of $0 Unbilled services Other current assets 379 ---------- Total Current Assets 391 Property and equipment, net intangible assets, net other assets 1,009 ---------- Total Assets $ 1,400 ========== ASSETS VALUE RECIPIENT CONTRIBUTING ENTITY UK INTELLIGROUP Current Assets: Cash Accounts receivable, net of allowance for doubtful accounts of $0 Unbilled services Other current assets 39 ---------- Total Current Assets 39 Property and equipment, net intangible assets, net other assets ---------- Total Assets $ 39 ========== </TABLE> <PAGE> <TABLE> <CAPTION> COMPUTERS Date Description Price <S> <C> <C> 4/8/98 Scanner for Sastry & Zip Drive for Rajan Nair 287.45 4/30/98 Laptop for Bharat Raju 3,133.00 8/5/98 Desktops for ISS Projects 10,432.20 8/28/98 Desktops for Phoenix 22,174.44 8/28/98 Server for Phoenix 16,443.32 9/2/98 Laptop Accessories for Phoenix 2,244.29 9/2/98 Laptops, Memory, SW, Server, 6,751.15 for Phoenix 9/14/98 Laptops for Phoenix 15,982.72 9/17/98 Desktops for Phoenix 22,865.37 10/19/98 Desktops for Phoenix 31,649.23 10/29/98 PostOffice Upgrade and Maintenance for 2,295.00 Phoenix 11/11/98 Desktops for Phoenix 40,716.09 1/15/99 Desktops for Phoenix 22,207.81 1/19/99 Printer for Phoenix 1,573.70 1/25/99 Laptop Accessories for Sastry 557.84 3/10/99 Adtran CSU/DSU for Phoenix 671.00 3/11/99 Swiftsite Hardware Equipment for Phoenix 9,876.20 3/31/99 Server for Dharma 18,991.87 4/15/99 Laptops for Phoenix 9,052.53 4/26/99 Desktop for Phoenix 6,409.90 5/18/99 Laptops for Phoenix 29,441.87 5/24/99 Laptop for Scott Crompton 4,064.95 6/2/99 Laptop for Roger Comora 3,162.54 6/9/99 Token Ring Cards for Phoenix 964.24 6/10/99 Laptop for Arvind Ramachandran 3,841.21 6/11/99 Memory for Phoenix 1,227.56 6/15/99 PC Cards for Phoenix 616.06 6/21/99 Laptops for Phoenix 19,806.00 7/8/99 Desktops for Phoenix 20,260.90 7/8/99 Hub, Printer, Mice, Cartridges for Phoenix 1,626.15 7/12/99 Desktops for Phoenix 20,260.90 7/13/99 Hub for Phoenix 914.06 7/29/99 Desktop for Security System in Phoenix 563.99 7/29/99 Hard Drives for Phoenix 965.20 7/30/99 Turbo and Lan Cards for Phoenix 868.73 7/31/99 Laptop Purchase for ATD 3,572.00 8/4/99 Ethernet Cards for Phoenix 186.99 8/10/99 Laptop for Scott Crompton 3,762.22 8/13/99 Desktops for Phoenix 9,599.00 8/13/99 3Com Hub for Phoenix 955.39 8/16/99 CD Recorder for Arvind Ramamchandran 426.00 8/21/99 Memory for Laptops for ISS Consultants (3) 421.58 8/31/99 Laptop Purchase for ATD 2,156.00 8/31/99 Ethernet Card for ATD 616.20 9/8/99 Desktops for Phoenix Office 8,557.22 9/13/99 Desktops for Phoenix Office 17,114.42 9/16/99 Printer for Phoenix Office 1,468.41 9/22/99 Laptops for Phoenix Office 21,960.15 9/23/99 Laptop for Chakib Jaber 4,076.75 9/24/99 Memory for Phoenix Office 1,800.99 9/24/99 Token Ring Cards for Phoenix Office 230.00 9/24/99 Docking Station for Chakib Jaber 144.41 9/28/99 Server for ISS 5,039.01 9/29/99 Hub/PCI Cards for Phoenix Office 2,809.20 9/30/99 Port Switches/Mouse/Transceiver for Phoenix 3,503.30 TOTAL COMPUTERS 441,298.71 </TABLE> FURNITURE INVENTORY <TABLE> <CAPTION> Quantity Purchase Count Total <S> <C> <C> Executive Desks* 6 35,880 Manager Desks* 19 79,610 Workstation/Desks** 49 131,320 Conference Tables*** 3 21,750 Sofa 1 894 Armchair 1 894 Total Edison 270,347 Quantity Purchase Count Total Managers Office 4 15,860 Support Workstations 59 146,910 Conference/Trainin Area 1 3,200 Conference Rooms 3 4,800 Additional Furniture 1 16,480 Total Phoenix 187,250 TOTAL FURNITURE & FIXTURES 457,597 </TABLE> <PAGE> TRANSFERRED INTELLECTUAL PROPERTY 1. All processes and methodologies related to SeraNova's Time-to-Market approach. 2. All documents relating to SPEC Solution Frameworks, including I-Discover, I-Supplier, I-Partner, I-Employee and I-Customer. 3. All documents outlining application development standards: (a) Java Coding Standard; (b) Visual Basic Standard; (c) GUI Standard; and (d) PowerBuilder Standard. <PAGE> Exhibit C SERANOVA COMBINED BALANCE SHEET (in thousands) <TABLE> <CAPTION> FOR THE YEAR ENDED FOR THE NINE-MONTH DECEMBER 31, PERIOD ENDED DECEMBER 31, FOR THE YEARS ENDED MARCH 31, 1999 1998 1998 1997 ---- ---- ---- ---- <S> <C> <C> <C> <C> ASSETS Current Assets: Cash $ 611 $ 677 $ 368 $ 635 Accounts receivable, net of allowance for doubtful accounts of $353, $200, $207, $127, $0, respectively 7,456 3,096 2,169 1,230 Unbilled services 3,680 900 252 4 Other current assets 769 286 112 41 ------- -------- -------- -------- Total Current Assets 12,516 4,959 2,901 1,910 Property and equipment, net 2,863 816 315 492 Intangible assets, net 3,492 - - - Other assets 9 - - - ------- -------- -------- -------- Total Assets $18,880 $ 5,775 $ 3,216 $ 2,402 ======= ======== ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 120 $ - $ - $ - Notes payable to Parent 8,397 1,541 816 - Accounts payable 872 526 276 137 Accrued payroll and related Costs 1,551 1,039 965 997 Accrued expenses and other liabilities 2,352 2,277 699 211 ------- -------- -------- -------- Total Current Liabilities 13,292 5,383 2,756 1,345 Long-Term Debt, net of current portion 618 -- 219 521 ------- -------- -------- -------- Total Liabilities 13,910 5,383 2,975 1,866 Shareholders' Equity: Preferred stock $.01 par value, 5,000,000 shares authorized, none issued or outstanding - - - - Common stock, $.01 par value, 40,000,000 shares authorized, 1,000 shares issued and outstanding as of December 31, 1999 - - - - Parent company investment 7,250 1,353 727 701 Currency Translation Adjustment (34) 24 (53) 15 Accumulated deficit (2,246) (985) (433) (180) ------- -------- -------- -------- Total Shareholders' Equity 4,970 392 241 536 ------- -------- -------- -------- Total Liabilities and Shareholder's Equity $18,880 $ 5,775 $ 3,216 $ 2,402 ======= ======== ======== ======== </TABLE> EXHIBIT D --------- SERANOVA CONTRACTS <PAGE> SERANOVA CONTRACTS <TABLE> <CAPTION> CUSTOMER NAME DATE CUSTOMER NAME DATE <S> <C> <C> <C> Accident Compensation Corp 9/6/99 Mighty River Power 9/20/99 Agilent Inc. 12/6/99 Net Seed Development 5/11/99 Air New Zealand Limited 6/29/98 New Zealand Dairy Board 10/12/99 Altiris 2/5/99 New Zealand Police 11/8/99 American Express 3/22/98 North Shore City Council 9/8/99 Armstrong Inc. 9/15/99 Novell Electronic Marketing 6/28/99 Asian Terminals Inc 11/22/99 Novell, Inc. 2/9/99 Aspect Telecommunications 5/23/99 Ohgolly.com 9/16/99 Auckland City 10/12/99 Palmerston North CC 4/20/99 Audi 1/1/99 Penreco 3/8/99 Berli Jucker Public Company Ltd 12/19/99 Philippine National Oil 12/3/99 Big Planet 3/9/99 Philippines Long Distance 1/15/98 Canterbury Meat Packers Ltd 10/12/99 Phillip Morris Philippines 12/10/99 Cedenco Australia Limited 8/25/99 Powerco 10/21/99 Cerebos Gregg's Limited 8/25/99 PricewaterhouseCoopers 7/16/99 College Enterprises, Inc. 9/15/99 Rio Bravo Entertainment 2/5/99 Deloitte Touche Tomatsu 12/7/99 Royal Canadian Government 9/28/99 Department of Defence 8/5/99 Santa Cruz Operations 3/1/99 Department of Labour 9/30/99 Sento Corporation 7/15/99 Department of Lands 11/18/99 Simplot 4/1/99 Dominion Salt Limited 8/25/99 Tacit Group 11/15/99 EMI Music Publishing 1/4/99 Telecom New Zealand Limited 10/4/99 Fragomen, Del Rey & Bernsen 1/7/99 Telecom New Zealand Ltd 10/11/99 Genesis Power 4/6/99 Telephone Authority of Thailand 12/15/99 Globe Telecoms 12/7/99 Television New Zealand 8/2/99 Heinz Wattie's Australasia 8/26/99 The Forums Group 1/29/99 Hewlett Packard 2/4/99 The Slaymaker Group, Inc. 6/17/99 IAccess.com 3/22/99 The University of Auckland 10/18/99 IBM, Cable&Wireless A/c 10/18/99 TransAlta New Zealand Ltd 4/15/98 IHomeroom.com Corporation 9/17/99 US Cellular Corporation 10/6/99 Inland Revenue 8/30/99 Utah.com 1/6/99 Intermountain Health Care 9/14/99 Vignette Corporation 9/29/99 J.R. Simplot Company 6/9/99 Vilas Development Corporation 10/20/99 Liquidprice Inc. 8/13/99 Volkswagen of America 1/1/99 LWR Industries Limited 9/11/99 WebMethods, Inc. 9/16/99 McKesson Corporation 1/1/99 Work and Income NZ 11/12/99 Medical Assurance Society 11/15/99 Zuellig Pharma 7/30/99 Merrill, Scott and Associate 2/3/99 Zuellig Pharma Corporation 12/6/98 </TABLE> <PAGE> EXHIBIT E --------- SERANOVA LIABILITIES The term "SERANOVA LIABILITIES" includes: Liabilities assumed from Intelligroup, Inc. with respect to the conduct of SeraNova Business in the United States (attached hereto): <PAGE> SERANOVA LIABILITIES <TABLE> <CAPTION> LIABILITIES VALUE RECIPIENT CONTRIBUTING ENTITY SeraNova Intelligroup <S> <C> Current Liabilities: Current portion of long-term debt $ - Notes payable to Parent 6,880 Accounts payable - Accrued payroll and related costs 836 Accrued expenses and other liabilities 682 ---------- Total Current Liabilities 8,398 Long-Term Debt, net of current portion -- ---------- Total Liabilities $ 8,398 ========== LIABILITIES VALUE RECIPIENT CONTRIBUTING ENTITY Network Publishing Network Publishing (1) Current Liabilities: Current portion of long-term debt $ 120 Notes payable to Parent 45 Accounts payable 53 Accrued payroll and related costs 206 Accrued expenses and other liabilities 591 ---------- Total Current Liabilities 1,015 Long-Term Debt, net of current portion 618 ---------- Total Liabilities $ 1,633 ========== (1) Intelligroup will contribute 100% of outstanding Common Stock of Network Publishing. LIABILITIES VALUE RECIPIENT CONTRIBUTING ENTITY Azimuth Azimuth (2) Current Liabilities: Current portion of long-term debt $ - Notes payable to Parent 1,389 Accounts payable 573 Accrued payroll and related costs 505 Accrued expenses and other liabilities 1,079 ---------- Total Current Liabilities 3,546 Long-Term Debt, net of current portion -- ---------- Total Liabilities $ 3,546 ========== (2) Intelligroup, Inc will contribute 100% of outstanding Common Stock of Azimuth. </TABLE> <PAGE> <TABLE> <CAPTION> LIABILITIES VALUE RECIPIENT CONTRIBUTING ENTITY India Intelligroup <S> <C> Current Liabilities: Current portion of long-term debt Notes payable to Parent Accounts payable 195 ---------- Accrued payroll and related costs Accrued expenses and other liabilities Total Current Liabilities 195 Long-Term Debt, net of current portion -- ---------- Total Liabilities $ 195 ========== LIABILITIES VALUE RECIPIENT CONTRIBUTING ENTITY UK Intelligroup Current Liabilities: Current portion of long-term debt Notes payable to Parent 83 Accounts payable 51 Accrued payroll and related costs 4 Accrued expenses and other liabilities -- ---------- Total Current Liabilities 138 Long-Term Debt, net of current portion -- ---------- Total Liabilities $ 138 ========== </TABLE> <PAGE> EXHIBIT F --------- PERMITTED LIENS o Liens granted to PNC Bank N.A. pursuant to that certain Revolving Credit Loan Agreement dated January 29, 1999 and the First Amendment to Revolving Credit Loan Agreement dated January 26, 2000. <PAGE> EXHIBIT G --------- LICENSED INTELLECTUAL PROPERTY 1. All processes and tools related to 4 Sight Methodology. 2. All documents outlining the software selection process including, Business Process Templates, Flow Process Diagrams and Organizational Chart Templates. <PAGE> EXHIBIT H --------- INTERCOMPANY DEBT <PAGE> INTERCOMPANY DEBT SeraNova has a loan payable to Intelligroup as of December 31, 1999, in the amount of $8,397,000. Additional amounts may become payable to Intelligroup stemming from income taxes and/or cash flow requirements for the periods subsequent to December 31, 1999 and prior to proposed spin-off. A note bearing an interest rate equal to the current prime rate will be negotiated prior to the proposed spin-off.