Sample Business Contracts

Employment Agreement - Intelligroup Inc. and Nicholas Visco

Employment Forms

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                              499 Thornall Street
                                Edison, NJ 08837

October 1st, 1999

Nicholas Visco
17 McMannus Drive
Belle Mead, NJ  08502

Dear Nick:

      I am pleased to offer you ("Employee"), subject to the Offer Contingencies
below,  the position as Vice President of Finance with  Intelligroup,  Inc. (the

Offer Contingencies:

      This offer, including this letter and the attached Employment Agreement is
contingent on your having no conflicting obligations that would prevent you from
working for the Company  (please  see  Article  1.3 of the  enclosed  Employment

1.      Compensation

                  (a)  Base  Compensation.   Commencing  on  the  first  day  of
                  employment as Vice President of Finance, the Company shall pay
                  to Employee,  during the Term of Employment,  a minimum salary
                  at the rate of U.S.  $150,000  gross per twelve  month  period
                  (the "Base  Compensation").  Such  salary  shall be payable in
                  accordance with the Company's normal payroll procedures.

                  (b)  An annual  bonus of 30% of your  base  compensation  upon
                  achievement  of certain  performance  criteria  to be mutually
                  arrived at between  Employee and the Company (by Ashok Pandey,
                  Co-Chief Executive Officer, or his designee).

2.      Fringe Benefits.

                       During the Term of Employment:

                  (a)  Executive shall be eligible to participate in any and all
                  employee  welfare and health benefit plans  (including but not
                  limited  to life  insurance,  health,  dental,  and short- and
                  long-term  disability  plans) and other employee benefit plans
                  (including,   but  not  limited  to  pension  and   retirement
                  programs,  flexible  spending  plans,  stock  option and other
                  incentive  compensation  programs,  and other  fringe  benefit
                  programs made


                 available  to  similarly  situated  executive  employees of the
                 Company from time to time),  and Executive shall be eligible to
                 receive  such other  fringe  benefits  as may be granted to him
                 from time to time by the Company.  Executive  shall be required
                 to comply  with the  conditions  attendant  to coverage by such
                 plans  and  shall  be  eligible  for  such   benefits  only  in
                 accordance  with the terms and conditions of such plans as they
                 may be amended from time to time.  Nothing in this subparagraph
                 (a) shall be construed as requiring the Company to establish or
                 continue  any  particular  benefit  plans in  discharge  of its
                 obligation to the Executive.

                 (b)  Executive  shall be  allowed 15 work days of paid time off
                 (PTO),  inclusive  of sick  days and  vacation  days,  for each
                 twelve  (12)  month  period   commencing   with  the  start  of
                 employment.  In the event Executive's  employment is terminated
                 for any reason,  Executive shall be paid for any unused accrued

                 (c) Stock  Options:  Executive  shall be  eligible  to  receive
                 50,000   stock   options,   subject  to  the  approval  of  the
                 Compensation  Committee  of the Board,  which  approval  is not
                 automatic.  These  stock  options  shall  be  governed  in  all
                 respects by the Company's  Stock Option Plan and a Stock Option
                 Agreement to be signed by Employee.

      This offer  supersedes  all  earlier  job offers made to you and is solely
governed by the provisions of the Employment  Agreement which  incorporates this
Job Offer Letter.

With best wishes on your new opportunity with Intelligroup, Inc.



By: /s/ Ashok Pandey

Name: Ashok Pandey

Title: Co-Chief Executive Officer

I have  carefully  read the  provisions of this offer letter and the  Employment
Agreement to which it is  attached,  I fully  understand  them and I accept this
offer and agree to all the provisions contained herein and therein.

/s/ Nicholas Visco                                    Date:  October 1st, 1999
Nicholas Visco


                              EMPLOYMENT AGREEMENT


                               INTELLIGROUP, INC.


                                 Nicholas Visco


Intelligroup, Inc. /s/ AP
Employee /s/ NV

                              EMPLOYMENT AGREEMENT

            This   Employment   Agreement  is  dated  October  1,  1999  between
Intelligroup,  Inc.,  a New Jersey  Corporation  with  offices  at 499  Thornall
Street,  11th Floor,  Edison, NJ 08837 (the "Company");  and NICHOLAS VISCO (the
"Employee") with an address at 17 McMannus Drive, Hillsborough, NJ 08502.


      A. The  Company is  engaged  in the  business  of the  development  and/or
implementation  of  computer  software  and other  technology  products  for its

      B. The Employee has education and experience  which would be useful to the
Company in its business.

      C. It is in the  Company's  best  interest  to secure the  services of the
Employee and the Employee's  specialized  knowledge and unique capabilities with
respect to the business of the Company.

      D. The Company and the Employee wish to set forth in writing the terms and
conditions of the employment of the Employee.

      NOW, THEREFORE, the parties agree as follows:

                              ARTICLES OF AGREEMENT


      1.1  The Company agrees to employ the Employee as Vice  President  Finance
and Chief  Financial  Officer,  and the Employee  accepts such employment by the
Company on the terms and  conditions set forth in this  Agreement.  The Employee
and Company  understand that this position is that of a corporate officer of the
Company.  The Employee agrees to serve the Company  faithfully in this capacity,
the duties and responsibilities of which may change from time to time.

      1.2  The Employee agrees to devote his best efforts, energies and skill to
the  discharge of his duties as  Vice-President,  and to this end he will devote
his full time and  attention  (except for sick leave,  vacations,  and  approved
leaves of  absences)  exclusively  to the  business  and affairs of the Company.
During the term of employment,  the Employee under no circumstances may work for
a competitor of the Company or have any financial  interest in any competitor of
the Company; provided, however, that this Agreement does not prohibit investment
of a reasonable part of the Employee's assets in

Intelligroup, Inc. /s/ AP
Employee /s/ NV

the stock or securities of any  competitor  whose stock or securities are traded
on a national  exchange,  provided that this  investment  does not result in his
collectively owning beneficially at any one time one percent (1%) or more of the
equity of any company  engaging in activities  that are in competition  with the
Company or its affiliates.

      1.3  The Employee agrees and  represents to the Company that the  Employee
is not  subject  to any  existing  contract  which  would  affect or impede  the
Employee's  ability to perform in accordance  with the terms of this  Agreement,
including,  by way of example, any restrictive  covenants of past employers that
would prohibit the  Employee's  acceptance of the terms of this  Agreement.  The
Employee agrees not to disclose to the Company any  confidential  information or
trade secrets of others for which he may be under an obligation to a third party
not to disclose.  The Employee also agrees not to breach any on-going  fiduciary
duty still owed to a previous  employer  nor to  appropriate  any trade  secrets
obtained while in the employ of such previous employer.

      1.4  The Employee hereby acknowledges that he is in a position of trust in
performing  services for the Company and its clients,  including but not limited
to obtaining access to confidential and trade secret  information.  The Employee
represents  and warrants that he has no criminal  felony  convictions  involving
drugs,  theft or violent  behavior within the past five (5) years.  Furthermore,
the Employee expressly  authorizes the Company or its agents to conduct criminal
background checks to verify his/her above-stated representations.


      The  Employee's  compensation,  which  includes but is not limited to base
salary  and  bonus  pay,  is  specified  in  the  Job  Offer  Letter,  which  is
incorporated  herein by reference  and attached  hereto as Exhibit "A" (the "Job
Offer Letter").


      The terms of  Employee's  Fringe  Benefits  are  outlined in the Job Offer


      The  terms of  Employee's  Paid  Time Off are  outlined  in the Job  Offer


      The Company shall  promptly  reimburse  Employee for  reasonable  business
expenses incurred in performing  Employee's duties and promoting the business of
the Company,  including,  but not limited to, reasonable  entertainment expenses
and travel and lodging expenses, following presentation of proper documentation.


Intelligroup, Inc. /s/ AP
Employee /s/ NV

      6.1 Term of Employment/Termination. The term of Employee's employment with
the Company shall be at-will ("Term of  Employment").  Therefore,  in accordance
with the  provisions  of  paragraphs  6.2 and 6.3 below,  both  Employee and the
Company retain the absolute  right to terminate  their  employment  relationship
with or without "Cause" (as defined paragraph 6.3.1 below) at any time,  subject
only to a requirement that the party  terminating this agreement  provide thirty
(30)  days  notice  prior  to the  effective  date of such  termination,  or the
employment  relationship  can be terminated  because of the  "Disability" of the
Employee (as set forth in paragraph 6.4 below),  or the employment  relationship
may be terminated by the death of the Employee.  This Agreement  shall remain in
effect until it has been  terminated  by either of the parties  pursuant to this

      6.2  Termination For Any Reason         Upon termination of the employment
relationship  with  or  without  Cause,  or  because  of the  Disability  of the
Employee, or because of the death of the Employee, the Company shall be released
from any and all  further  obligations  under this  Agreement,  except  that the
Company  shall be  obligated  to pay  Employee,  or his  estate,  his salary and
benefits owing to Employee through the effective date of termination.  Employee,
or his  estate,  shall  also  be  entitled  to  any  reimbursement  owed  him in
accordance with Article 5. Employee's  obligations  under Article 7, 8 and 11 of
this Agreement shall survive the termination of the employment relationship, and
shall continue pursuant to the terms and conditions of this Agreement.

      6.3  Termination By Company Without Cause   If the Company  terminates the
employment relationship without Cause, in addition to the notice period provided
for in  paragraph  6.1 and the benefits  provided  for in  paragraph  6.2, for a
period of six months from the date of termination, Employee shall be entitled to
(a) the continuation of Employee's base salary as of the date of termination and
reimbursement  of COBRA  payments,  and (b) a pro-rata bonus payment (based upon
(i) the then current salary of the Employee, (ii) the bonus percentage stated in
the Job Offer  Letter (or any  renewals or  amendments  thereof),  and (iii) the
ratio of the number of months of the  current  fiscal  year prior to the date of
termination  divided by 12)  (cumulatively,  the  "Severance  Pay").  Should the
Employee become  otherwise  employed during said six month period,  then for the
balance of the six month  period,  the Company will reduce the Severance Pay due
from the date of such  employment  forward,  by the difference  between the base
salary then being  received by the Employee,  if less than his base salary as of
the date of  termination,  and his base salary as of the date of termination (as
compared on a pay-period by pay-period basis).  Notwithstanding  the above, this
adjustment  shall  not  result  in a  reduction  of more  than the  base  salary
component of the remaining Severance Pay.

Intelligroup, Inc. /s/ AP
Employee /s/ NV

            6.3.1  "Cause"  for  termination  shall be defined as the  following
conduct of the Employee:

                              (i) Willful and material  breach of any  provision
            of this Employment Agreement by the Employee,  provided the Employee
            is given reasonable notice and a reasonable opportunity to cure such
            breach  if the  breach  is of a  nature  amenable  to cure  within a
            reasonable time without prejudice to the Company's interests.

                              (ii)  Gross  misconduct  as  an  Employee  of  the
            Company,  including  but not limited to:  misappropriating  funds or
            property of the Company;  any attempt to obtain any personal  profit
            from any  transaction  in which the Employee has an interest that is
            adverse to the  Company  or any  breach of the duty of  loyalty  and
            fidelity  to the  Company;  or any  other  act  or  omission  of the
            Employee  which  substantially  impairs  the  Company's  ability  to
            conduct its ordinary business in its usual manner.

                              (iii)   Gross   and   unreasonable    neglect   or
            unreasonable  refusal to perform the duties assigned to the Employee
            under or pursuant to this Employment Agreement.

                              (iv)  Conviction  of a felony or plea of guilty or
            no lo contendre to a felony; and

                              (v) Acts of dishonesty  or moral  turpitude by the
            Employee that are materially detrimental to the Company or any other
            act or omission  which subjects the Company or any of its affiliates
            to public  disrespect,  scandal,  or  ridicule,  or that  causes the
            Company to be in violation of governmental regulations that subjects
            the Company either to be sanctioned by governmental  authority or to
            civil liability to its Employees or third parties.

      6.4  Disability. In the event that the Employee shall be unable to perform
duties hereunder for a period of ninety (90) consecutive calendar days by reason
of  disability  as a result of  illness,  accident  or other  physical or mental
incapacity or disability,  the Company may, in its discretion, by giving written
notice to the Employee, terminate the Employee's employment hereunder as long as
the Employee is still disabled on the effective date of such termination.

      6.5  Termination by Mutual Agreement.  This Agreement may be terminated at
any time by mutual agreement of the Employee and the Company.

Intelligroup, Inc. /s/ AP
Employee /s/ NV


      7.1  The Company has acquired and  developed, and will continue to acquire
and develop, without limitation, technical information (including functional and
technical specifications,  designs,  drawings,  analysis,  research,  processes,
systems and procedures,  computer programs,  methods,  ideas, "Company know how"
and the like),  business  information (sales and marketing research,  materials,
plans,  accounting and financial  information,  credit information on customers,
lists  containing the names,  addresses and business habits of customers,  sales
reports,  price lists, personnel records including names, addresses and salaries
of  Intelligroup  executives,  contractors,  and  subcontractors  and the  like)
whether or not designated as confidential  and other  information  designated as
confidential  expressly or by the  circumstances in which it is provided (all of
the foregoing is referred to as the  "Proprietary  Information").  This excludes
common  and  generic  information  as set  forth by  federal  and  state  law or
generally known in the industry through no fault of the Employee.

      7.2  The Proprietary Information is confidential, important, and unique to
the Company's business. The Company and the Employee acknowledge the Proprietary
Information represents trade secrets of the Company.

      7.3  For the Company to protect the Proprietary Information properly,  the
Employee  recognizes it is essential that  confidentiality  be maintained by the
Employee and that certain  restrictions  be imposed upon the Employee during the
course of employment and continuing thereafter.

      7.4  The Employee agrees to keep all Proprietary Information confidential.
The  Employee  agrees to refrain  from  communicating  or  divulging  any of the
Proprietary  Information  to any  person,  firm  or  corporation  or to use  the
proprietary  information for any purpose other than a Company purpose during the
term of employment and at all times  following the termination of this Agreement
for any reason whatsoever.

      7.5  The Company has acquired and developed,  and will continue to acquire
and develop,  Proprietary  Information,  and during the Term of  Employment  the
Employee  will  acquire  Proprietary  Information  about  the  business  of  the
Company's  customers or other  parties (such as a licensor or  contractor)  with
whom the Company does business under  circumstances  requiring  confidentiality.
The  Employee  agrees  to treat the  information  acquired  about the  Company's
customers  and  licensors  at  least  in the  same  manner  and  under  the same
restrictions of this Article 7 or in a manner contractually required by any such
customer or third party to provide  greater  security to such  customer or third

      7.6  Notwithstanding the foregoing restrictions, the Employee may disclose
any information to the extent required by an order of any U.S.  federal or state
court or other  federal  or state  governmental  authority,  but only  after the
Company or its clients or contractors, as the case may be, have been so notified
and have had the opportunity,  if possible,  to obtain reasonable protection for
such information in connection with such

Intelligroup, Inc. /s/ AP
Employee /s/ NV

disclosure.  Employee shall immediately  notify the Company of any court process
of which he is aware seeking the disclosure of any of the Company's information.

      7.7  Upon the  request of the  Company  or upon  the  termination  of this
Agreement,  the  Employee  will cause to remain with the Company all  memoranda,
notes,  records,  drawings,   manuals,  disks,  or  other  documents  and  media
pertaining to the Company's business, including all copies of such.

      7.8 The provisions of this Article 7 shall survive the Termination of this


The Employee  covenants and agrees that during the Term of Employment  and for a
period of one year  following  the  termination  of  employment  for any  reason
whatsoever or no reason, the Employee shall not directly or indirectly do any of
the following  without the written consent of the Chief Executive Officer of the
Company or his designee:

      8.1  Solicit  or  accept  any  similar  business  from a  person,  firm or
corporation  that is a customer of the Company  with whom the  Employee  had any
business dealings on the Company's behalf during the Term of Employment; and

      8.2 Solicit or accept any business similar to that provided by the Company
from any  person,  firm or  corporation  that is a  prospective  customer of the
Company with whom the Employee had any business dealings on the Company's behalf
during the Term of Employment.

      8.3  Solicit,  persuade,  induce,  entice or attempt  to entice,  cause or
attempt to cause,  any  executive,  employee  or  individual  contractor  of the
Company to terminate his or her employment or contractual  relationship with the

      8.4  Solicit,  persuade,  induce,  entice or attempt  to entice,  cause or
attempt to cause,  any customer of the Company to terminate or negatively  alter
its business  relationship with the Company.  For the purpose of this paragraph,
such customer shall include as well firms,  companies or other business entities
that  have  been  customers  of  the  Company  within  the 12  months  preceding
Employee's  termination  but  may  not  be  actual  customers  at  the  time  of

      8.5 The  restrictions  of this Article 8 shall survive the  termination of
this Agreement.

Intelligroup, Inc. /s/ AP
Employee /s/ NV


      9.1   The Employee acknowledges the restrictions imposed by this Agreement
are reasonable and are necessary to protect the legitimate business interests of
the Company.

      9.2   If the Employee breaches  or  threatens  to breach the  restrictions
imposed  by this  Agreement,  the  Employee  agrees  the  Company  would  suffer
irreparable harm for which money would be an inadequate remedy. Accordingly, the
Employee  agrees that the Company  has the right to obtain  injunctive  or other
equitable  relief in addition to any other  available  remedies  and the Company
shall have the  additional  right to recover from the  Employee  court costs and
reasonable attorneys fees incurred by the Company in protection of its interests


      This  Agreement  is  binding  upon,  inures  to  the  benefit  of  and  is
enforceable  by the heirs,  personal  representatives,  successors and permitted
assigns of the parties.  This Agreement is not  assignable by the Employee.  Nor
may the  obligations of the Employee be delegated to any person or other entity.
The Company  may assign this  Agreement,  along with all  restrictive  covenants
herein,  without the consent of the Employee to a subsidiary of the Company,  to
an entity that acquires the Company,  to an entity with which the Company merges
or to an entity which is acquired by the Company.


      11.1  Unless  otherwise  authorized  in writing by the  Company and to the
extent the  Employee  generates  works of  authorship,  copyrights,  inventions,
trademarks,  trade dress or other such work products  dealing with the nature of
the Company's business (collectively the "Works") during the terms of employment
by the  Company,  or uses the  premises,  facilities  or time of the  Company to
create or fix the Works,  the Employee shall and hereby does convey,  assign and
transfer ownership to the Company of all right, title and interest in and to all
the  Works  throughout  the  world,  including  but not  limited  to any and all
copyright,  patent, trademark and trade dress rights. Whenever permitted by law,
the Company shall have the exclusive  right to obtain  copyright,  patent and/or
trademark  registration  or  other  protection  in the  Works in its own name as
inventor,  author and owner and to secure any  renewals and  extensions  of such
rights throughout the world.

      11.2  The Employee hereby acknowledges that the Employee retains no rights
whatsoever with respect to the Works, including but not limited to any rights to
reproduce the Works,  prepare derivative works based thereon,  file copyright or
trademark  applications  for the  Works,  distribute  copies of the Works in any
manner whatsoever,  exhibit, use or display the Works publicly or otherwise,  or
license  or  assign to any  third  party  the right to do any of the  foregoing,
except as otherwise authorized in writing by the Company.

Intelligroup, Inc. /s/ AP
Employee /s/ NV

      11.3  The  Employee  agrees  to  execute  documents  as may be  reasonably
required by the  Company to effect the  Company's  ownership  rights as provided
herein or to otherwise further the purpose of this Agreement.

      11.4 The Company  shall be entitled to a shop right with respect to any of
the Works  created  by the  Employee  that is not  otherwise  assignable  to the
Company  under  the  terms  of this  Agreement.  In the  event  of  termination,
expiration or invalidation of this Agreement by statutory construction, judicial
interpretation  or other  means,  Employee  agrees that the Company has absolute
rights of first  refusal to acquire any  remaining  portion or  extension of the
copyright term in the Works.


      All payments to be made to Employee  under this  Agreement will be subject
to any applicable  withholding of federal, state and local income and employment


      13.1 Amendment to the Change in Control Severance  Agreement.  The parties
acknowledge that they have previously entered into a Change in Control Severance
Agreement  dated November 4, 1998. It is hereby  intended that the provisions in
Section  3.  Severance  Pay Upon  Termination  by  Company  Without  Cause or By
Employee for Cause. in the Change in Control Severance  Agreement which reads as


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

Shall be amended as follows:

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

      13.2 Change in Control.  Notwithstanding the foregoing,  in the event of a
"Change in Control"  as defined in Section 2 of the Change in Control  Severance
Agreement,  whether or not the employee is  terminated as set forth in Section 3
of the Change in Control Severance Agreement,  eighty percent of any outstanding
but  unvested  stock  options  granted  to the  Employee  shall  thereupon  vest
immediately and be

Intelligroup, Inc. /s/ AP
Employee /s/ NV

exercisable  by the  Employee.  However,  to the extent that during the first 90
days after the Change in Control,  the  Employee  should  exercise  any of these
options to  purchase  shares of the Common  Stock of the Company and sell any of
those shares, the Company shall be entitled to obtain and hold in escrow any net
proceeds  resulting  from the sale the  underlying  securities  of such  options
exercised,  for a period  equal to the lesser of (i) 90  calendar  days from the
Change  in  Control,  or (ii)  until  the  date  of  termination  of  Employee's
employment.  In the event that Employee's employment is unilaterally  terminated
by the Employee within 90 days of the Change in Control, the Company may recover
a pro-rata  portion of the such  proceeds  (calculated  by the ratio of (a) days
elapsed  from the Change in Control  until the date of  termination,  to (b) 90)
days directly from the escrow and prior to  distribution  to the Employee of the
balance of the escrow.  For purposes of this paragraph,  net proceeds  resulting
from the sale of the underlying  securities shall be the difference  between the
exercise price of each stock option and the price at which the Employee sold his
shares of common  stock,  if greater,  less any tax  liability  the Employee has
incurred as a result of such sale.

      13.3 Ratification of Change in Control  Provisions.  In recognition of the
foregoing, the Company shall take all actions necessary to ratify and affirm the
provisions  related  to stock  options,  termination,  and  Change  in  Control,
including but not limited to (i) obtaining appropriate  resolutions or approvals
by the Board of Directors of the Company or its  designees,  (ii)  preparing and
executing amendments to other agreements referenced herein, if necessary,  (iii)
executing any other  documents as required in connection  with the provisions of
this Agreement to make such provisions enforceable.  The Company represents that
such provisions,  and modifications to other agreements,  can be validly entered
into by  inclusion in this  Agreement,  and  acknowledges  that the Employee has
relied upon this  representation  as  assurance  of the  enforceability  of such
provisions in the execution of this Agreement.


      All  notices  under this  Agreement  shall be made in writing and shall be
deemed given when (1) delivered in person, (2) deposited in the U.S. mail, first
class,  with proper postage prepaid and properly  addressed to the address first
set forth above, unless changed by notice in writing signed by the addressee, or
(3) deposited in the U.S. mail,  first class,  with proper  postage  prepaid and
properly  addressed  to the address  first set forth  above,  unless  changed by
notice in writing signed by the  addressee,  by certified  mail,  return receipt
requested,  or (4) delivered by an overnight or other express  delivery  service
carrier,  or (5) sent through the interoffice  delivery service of Employer,  if
the Employee is still employed by the Company at the time.

Intelligroup, Inc. /s/ AP
Employee /s/ NV


      This  Agreement  is governed  by and is to be  construed  and  enforced in
accordance  with the laws of New Jersey as though made and to be fully performed
in New Jersey (without regard to the conflicts of law rules of New Jersey).  All
disputes  arising  under this  Agreement are to be resolved  exclusively  in the
courts of the State of New Jersey. If any party desires to commence an action to
enforce any provision of this  Agreement,  such action must be instituted in the
appropriate New Jersey court. The parties consent to the jurisdiction of the New
Jersey courts.  The parties agree that the courts of the State of New Jersey are
to have  exclusive  jurisdiction  over this  Agreement.  The parties  agree that
service of any process is effective if served in the manner that a Notice may be
served pursuant to this Agreement.


      The invalidity or unenforceability of any provision of this Agreement does
not in any manner affect any other provision.  If any provision is determined to
be invalid or unenforceable, this Agreement is to be construed as if the invalid
or  unenforceable  provision  was omitted,  unless it is one of the  restrictive
covenant  provisions  contained  in  Articles  7 or 8 herein,  in which case the
provision  shall be  interpreted  to  provide  the  Company  with  the  greatest
protection allowed by law.


      17.1 Company  Property.  All records,  files,  lists,  including  computer
generated lists,  drawings,  documents,  equipment and similar items relating to
the  Company's  business  that the  Employee  shall  prepare or receive from the
Company shall remain the Company's sole and exclusive property. Upon termination
of this Agreement, Employee shall promptly return to the Company all property of
the Company in his possession. Employee further represents that he will not copy
or cause to be copied,  print  out,  or cause to be  printed  out any  software,
documents  or other  materials  originating  with or  belonging  to the Company.
Employee  additionally  represents that, upon termination of his employment with
the Company,  he will not retain in his possession any such software,  documents
or other materials.

      17.2  Cooperation.   Employee  agrees  that  both  during  and  after  his
employment he shall, at the request of the Company, render reasonable assistance
and perform  lawful acts that the Company  considers  necessary  or advisable in
connection with any litigation  involving the Company or any director,  officer,
employee, shareholder,  agent, representative,  consultant, client, or vendor of
the Company.

Intelligroup, Inc. /s/ AP
Employee /s/ NV


      This  Agreement  shall  also be  subject  to the  following  miscellaneous

      18.1 Employee and the Company each represent and warrant to the other that
he or it has the authorization,  power and right to deliver,  execute, and fully
perform his or its  obligations  under this  Agreement  in  accordance  with its

      18.2 Any rights of Employee  hereunder  shall be in addition to any rights
Employee may otherwise have under benefit plans, agreements,  or arrangements of
the Company to which he is a party or in which he is a  participant,  including,
but not limited to, any  Company-sponsored  employee  benefits  plans and profit
sharing.  Provisions of this Agreement shall not in any way abrogate  Employee's
rights under such other plans, agreements or arrangements.


      This Agreement,  including this Article 19, may only be changed or amended
by a written agreement signed by a Company Corporate Officer and the Employee. A
waiver by the  Company of a breach of any  provision  of this  Agreement  by the
Employee is not to be construed as a waiver of any other  current or  subsequent


      20.1  This Agreement, together with the Job Offer Letter and the Change in
Control Agreement,  as amended herein,  contains the entire understanding of the
parties with respect to the matters set forth  herein.  Each party  acknowledges
that  there  are  no  warranties,   representations,   promises,   covenants  or
understandings  of any kind except  those that are  expressly  set forth in this
Agreement.  This  Agreement  supersedes  any  previous  agreements  between  the

      20.2 Employee represents and agrees that he fully understands his right to
discuss all aspects of this  Agreement  with his private  attorney,  that to the
extent he desired,  he availed himself of this right, that he has carefully read
and  fully  understands  all of the  provisions  of the  Agreement,  that  he is
competent to execute this Agreement, that his decision to execute this Agreement
has not been  obtained by any duress and that he freely and  voluntarily  enters
into this Agreement.

Intelligroup, Inc. /s/ AP
Employee /s/ NV

      IN WITNESS WHEREOF, the parties have signed this Agreement.

                                                INTELLIGROUP, INC.

Dated: 3/23/2000
    By:                                         /s/ Ashok Pandey
                                                Ashok Pandey
                                                Co-Chief Executive Officer

Dated: 3/23/2000
                                                /s/ Nicholas Visco
                                                NICHOLAS VISCO

Intelligroup, Inc. /s/ AP
Employee /s/ NV