DISTRIBUTION AGREEMENT


          This  Distribution   Agreement  dated  as  of  January  1,  2000  (the
"Agreement")   between   Intelligroup,    Inc.,   a   New   Jersey   corporation
("Intelligroup") and SeraNova, Inc., a New Jersey corporation ("SeraNova").

                              W I T N E S S E T H:


          WHEREAS, SeraNova is a wholly-owned Subsidiary of Intelligroup;

          WHEREAS, the Board of Directors of Intelligroup has determined that it
is in the best  interest  of  Intelligroup,  its  shareholders  and  SeraNova to
distribute to the holders of shares of Common  Stock,  par value $.01 per share,
of Intelligroup (the "Intelligroup  Common Stock") all of the outstanding shares
of Common Stock,  par value $.01 per share,  of SeraNova (the  "SeraNova  Common
Stock") owned by Intelligroup;

          WHEREAS,  the  Distribution  is  intended  to  qualify  as a  tax-free
spin-off under Section 355 of the Internal Revenue Code of 1986, as amended; and

          WHEREAS,  the parties hereto have  determined that it is necessary and
desirable to set forth the principal corporate  transactions  required to effect
the  Distribution  and to set forth other  agreements  that will govern  certain
other matters prior to or following the Distribution;

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

                                   ARTICLE 1.
                                   DEFINITIONS

          Section 1.1.   Definitions. The  following terms, as used herein, have
the following meanings:

          "Action"  means  any  claim,  suit,  action,   arbitration,   inquiry,
investigation or other proceeding by or before any court,  governmental or other
regulatory or administrative agency or commission or any other tribunal.

          "Affiliate"  means, with respect to any Person, any Person directly or
indirectly controlling,  controlled by, or under common control with, such other
Person.  For the purposes of this  definition,  "control"  means the possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management  and policies of a Person,  whether  through the  ownership of voting
securities,   by  contract  or  otherwise;   and  the  terms  "controlling"  and
"controlled"  have meanings  correlative to the foregoing.  For purposes of this
Agreement, no member of one Group shall be treated as an Affiliate of any member
of either of the other Groups.

<PAGE>

          "Azimuth Companies" means, collectively,  Azimuth Consulting,  Azimuth
Corporation,  Azimuth Holdings,  Braithwaite Richmond and each Subsidiary of the
Azimuth Companies.

          "Azimuth  Consulting" means Azimuth Consulting  Limited, a corporation
formed  pursuant  to the laws of New Zealand and a  wholly-owned  subsidiary  of
Intelligroup.

          "Azimuth Corporation" means Azimuth Corporation Limited, a corporation
formed  pursuant  to the laws of New Zealand and a  wholly-owned  subsidiary  of
Intelligroup.

          "Azimuth  Holdings"  means  Azimuth  Holdings  Limited,  a corporation
formed  pursuant  to the laws of New Zealand and a  wholly-owned  subsidiary  of
Intelligroup.

          "Braithwaite   Richmond"  means  Braithwaite   Richmond   Limited,   a
corporation  formed  pursuant  to the  laws of New  Zealand  and a  wholly-owned
subsidiary of Intelligroup.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Distribution"   means  the   distribution   by  Intelligroup  on  the
Distribution  Date of the  SeraNova  Common Stock owned by  Intelligroup  to the
holders of Intelligroup Common Stock as of the Record Date.

          "Distribution Agent" means American Stock Transfer & Trust Company.

          "Distribution   Date"  means  the   business   day  as  of  which  the
Distribution shall be effected.

          "Distribution  Documents"  means  all  of  the  agreements  and  other
documents  entered  into  in  connection  with  the  Distribution  or the  other
transactions contemplated hereby, including, without limitation, this Agreement,
the Contribution Agreement, Tax Sharing Agreement,  Services Agreement and Space
Sharing Agreement.

          "Effective Time" means  immediately  prior to the close of business on
the Distribution Date.

          "Environmental  Laws"  means  any and all  federal,  state,  local and
foreign statutes,  laws, judicial  decisions,  regulations,  ordinances,  rules,
judgments,  orders,  decrees,  codes, plans, permits,  licenses and governmental
restrictions,  whether now or hereafter in effect,  relating to the environment,
the  effect of the  environment  on human  health or to  emissions,  discharges,
releases,  manufacturing,  storage,  processing,  distribution,  use, treatment,
disposal, transportation or handling of pollutants,  contaminants,  petroleum or
petroleum  products,  chemicals or industrial,  toxic,  radioactive or hazardous
substances or wastes or the clean-up or other remediation thereof.

          "Exchange Act" means the Securities  Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

                                      -2-
<PAGE>

          "Finally  Determined"  means,  with  respect  to any  Action  or other
matter,  that the  outcome  or  resolution  of such  Action or  matter  has been
judicially  determined  by judgment  or order not  subject to further  appeal or
discretionary  review (or, in the case of any matter  required to be resolved by
arbitration in accordance  with Section 8.11,  that the outcome or resolution of
such matter has been determined thereunder).

          "Group"  means,  as the context  requires,  the SeraNova  Group or the
Intelligroup Group.

          "Indemnified Party" has the meaning set forth in Section 4.4.

          "Indemnifying Party" has the meaning set forth in Section 4.4.

          "Intelligroup Business" means the Internet solutions provider business
conducted primarily by Intelligroup's Internet Solutions Group.

          "Intelligroup  Common  Stock" has the  meaning set forth in the second
recital hereto.

          "Intelligroup  Group" means  Intelligroup and its Subsidiaries  (other
than any member of the SeraNova Group).

          "Intelligroup Indemnitees" has the meaning set forth in Section 4.1.

          "Intelligroup  India" means  Intelligroup  India Private  Limited.,  a
corporation  formed pursuant to the laws of India and a wholly-owned  subsidiary
of Intelligroup.

          "Intelligroup   Liabilities"   means  all  (i)   Liabilities   of  the
Intelligroup  Group under this  Agreement or the other  Distribution  Documents,
(ii)  except  as  otherwise   specifically  provided  herein  or  in  any  other
Distribution  Document,  other Liabilities,  whether arising before, on or after
The Distribution Date, of the parties hereto (or their respective  Subsidiaries)
to the extent such  Liabilities  arise primarily from or relate primarily to the
management or conduct of the  Intelligroup  Business prior to the Effective Time
(the Liabilities listed in clauses (i) and (ii) are collectively  referred to as
"True  Intelligroup  Liabilities")  and  (iii)  that  percentage  of the  Shared
Liabilities  that  are  clearly  attributable,  or  attributable  by  means of a
reasonable apportionment to the Intelligroup Group. The Intelligroup Liabilities
1999 included in  Intelligroup's  quarterly  report on Form 10-Q for the quarter
ended on such date other than the SeraNova Balance Sheet Liabilities.

          "Liabilities"  means  any  and  all  claims,  debts,  liabilities  and
obligations,  absolute or  contingent,  matured or not  matured,  liquidated  or
unliquidated,   accrued  or  unaccrued,  known  or  unknown,  whenever  arising,
including  all costs and  expenses  relating  thereto,  and  including,  without
limitation,   those  debts,  liabilities  and  obligations  arising  under  this
Agreement, any law (including Environmental Laws), rule, regulation, any action,
order, injunction or consent decree of any governmental agency or entity, or any
award of any  arbitrator of any kind,  and those  arising  under any  agreement,
commitment or undertaking.

                                      -3-
<PAGE>

          "Losses" means, with respect to any Person, any and all damage,  loss,
liability and expense  incurred or suffered by such Person  (including,  without
limitation,  reasonable expenses of investigation and reasonable attorneys' fees
and expenses in connection with any and all Actions or threatened Actions).

          "Managing Party" has the meaning set forth in Section 4.6.

          "Nasdaq" means the Nasdaq Stock Market.

          "Netpub"  means  Network  Publishing,  Inc.,  a Utah  corporation  and
wholly-owned subsidiary of Intelligroup.

          "Participating Party" has the meaning set forth in Section 4.6.

          "Person" means an individual,  corporation, limited liability company,
partnership,  association,  trust or other entity or  organization,  including a
governmental or political subdivision or an agency or instrumentality thereof.

          "Pre-Distribution Policy" has the meaning set forth in Section 7.4.

          "Record  Date" means the date  determined by  Intelligroup's  Board of
Directors  (or  determined  by a committee  of such Board of Directors or by any
person pursuant to authority  delegated to such committee or such person) as the
record date for determining the holders of Intelligroup Common Stock entitled to
receive SeraNova Common Stock pursuant to the Distribution.

          "Representatives" has the meaning set forth in Section 6.6.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

          "SeraNova Balance Sheet Liabilities" has the meaning set forth in this
Section 1.1 in the definition of "SeraNova Liabilities."

          "SeraNova   Business"   means  the  business  of  providing   Internet
solutions.

          "SeraNova  Common  Stock"  has the  meaning  set  forth in the  second
recital hereto.

          "SeraNova Form 10" means the  registration  statement on Form 10 filed
by  SeraNova  with  the  SEC  on or  about  January  27,  1999,  to  effect  the
registration of SeraNova Common Stock pursuant to the Exchange Act in connection
with the Distribution,  as such registration  statement may be amended from time
to time.

          "SeraNova  Group"  means  SeraNova  and its  Subsidiaries  as of (and,
except where the context clearly indicates otherwise,  after) the Effective Time
(including all predecessors to

                                      -4-
<PAGE>

such Persons). The members of the SeraNova Group are SeraNova, SeraNova Limited,
NetPub, the Azimuth Companies and Intelligroup India.

          "SeraNova Indemnitees" has the meaning set forth in Section 4.2.

          "SeraNova Information  Statement" means the information statement that
forms a part of the  SeraNova  Form  10 and is to be  sent  to  each  holder  of
Intelligroup Common Stock in connection with the Distribution.

          "SeraNova Liabilities" means all (i) Liabilities of the SeraNova Group
under  this  Agreement  or the  other  Distribution  Documents,  (ii)  except as
otherwise  specifically  provided herein or in any other Distribution  Document,
other Liabilities, whether arising before, on or after the Distribution Date, of
the  parties  hereto  (or their  respective  Subsidiaries)  to the  extent  such
Liabilities  arise  primarily  from or relate  primarily  to the  management  or
conduct of the SeraNova Business (other than Shared Corporate Liabilities) prior
to the  Effective  Time  (the  Liabilities  listed in  clauses  (i) and (ii) are
collectively  referred  to  as  "True  SeraNova  Liabilities")  and  (iii)  that
percentage  of  the  Shared  Liabilities  that  are  clearly  attributable,   or
attributable by means of a reasonable  apportionment  to the SeraNova Group. The
SeraNova  Liabilities  include all Liabilities set forth on the balance sheet of
SeraNova as of September 30, 1999 included in the SeraNova Information Statement
(the "SeraNova Balance Sheet Liabilities").

          "Services  Agreement"  means the  Services  Agreement  by and  between
Intelligroup, Inc. and SeraNova, Inc. dated as of January 1, 2000.

          "Shared  Liability" means any Liability (whether arising before, on or
after  the  Distribution  Date)  of  the  parties  hereto  or  their  respective
Subsidiaries which (i) arises from or relates to the management or conduct prior
to the Effective Time of the businesses of Intelligroup and its Subsidiaries and
(ii) is not a True Intelligroup  Liability or a True SeraNova Liability.  Shared
Liabilities  include,  without  limitation,  Liabilities  listed on Schedule 1.1
hereto.

          "Shared Liability Claim" has the meaning set forth in Section 4.6.

          "Space  Sharing  Agreement"  means the Space Sharing  Agreement by and
between Intelligroup, Inc. and SeraNova, Inc. dated as of January 1, 2000.

          "Subsidiary"  means,  with respect to any Person,  any other entity of
which  securities or other ownership  interests  having ordinary voting power to
elect a majority of the board of directors or other persons  performing  similar
functions are at the time directly or indirectly owned by such Person.

          "Tax" means Tax as such term is defined in the Tax Sharing Agreement.

          "Tax Sharing  Agreement" means the Tax Sharing Agreement  Agreement by
and between Intelligroup, Inc. and SeraNova, Inc. dated as of January 1, 2000.

          "Third-Party Claim" has the meaning set forth in Section 4.5.

                                      -5-
<PAGE>

          "True  Intelligroup  Liabilities"  has the  meaning  set forth in this
Section 1.1 in the definition of "Intelligroup Liabilities."

          "True SeraNova  Liabilities" has the meaning set forth in this Section
1.1 in the definition of "SeraNova Liabilities."

                                   ARTICLE 2.
                 CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION DATE

          Section 2.1.   Certificate of Incorporation; By-laws. Intelligroup and
SeraNova shall take all action necessary so that, at the Distribution  Date, the
Amended and Restated  Certificate of Incorporation and By-laws of SeraNova shall
be in the  forms  attached  hereto  as  Schedule  2.1(a)  and  Schedule  2.1(b),
respectively.

          Section 2.2.   Issuance of Stock.  Prior to or as of the  Distribution
Date,  the parties  hereto  shall take all steps  necessary  to  reclassify  the
outstanding  shares  of  SeraNova  Common  Stock so that,  except  as  otherwise
contemplated by this Agreement,  immediately  prior to or as of the Distribution
Date the  number of shares of  SeraNova  Common  Stock  outstanding  and held by
Intelligroup  shall  be  equal to one to one  (1/1)  the  number  of  shares  of
Intelligroup Common Stock outstanding on the Record Date.

          Section 2.3.   Transfer of  Certain  Other  Assets and  Assumption  of
Liabilities.  Effective  prior to or as of the  Distribution  Date or as soon as
practicable  after the  Distribution  Date,  subject to receipt of any necessary
consents or approvals of third parties or of governmental or regulatory agencies
or authorities  and subject to Section 7.2,  Intelligroup  shall, or shall cause
the relevant member of the Intelligroup  Group to, assign,  contribute,  convey,
transfer and deliver to SeraNova or to one or more members of the SeraNova Group
(a) all of the right,  title and interest of  Intelligroup or such member of the
Intelligroup Group in and to all assets (including all agreements), if any, held
by any  member  of the  Intelligroup  Group  that  relate  predominantly  to the
SeraNova  Business  and (b) all of the  shares of capital  stock of NetPub,  the
Azimuth  Companies,  and  Intelligroup  India and SeraNova shall, or shall cause
such member or members of the SeraNova Group to, assume and take transfer of all
liabilities associated with such assets.

          Section 2.4.   Conduct  of  Business  Pending the  Distribution  Date.
Each  of the  parties  hereto  agrees  that  from  the  date  hereof  until  the
Distribution Date, except as otherwise  contemplated by this Agreement,  it will
use its best efforts to carry on the  Intelligroup  Business  diligently  in the
ordinary course and substantially in the same manner as heretofore conducted and
to preserve intact the business  organization  and goodwill of the  Intelligroup
Business  (including  using its best efforts to cause its  Subsidiaries  to take
such actions.

          Section 2.5.   Refinancing.  Each of the parties hereto agrees that it
will use  reasonable  efforts to obtain,  prior to the  Distribution  Date,  all
necessary  consents,  waivers or amendments to each bank credit agreement,  debt
security or other financing facility to which it and its Subsidiaries is a party
or by  which  it or any of its  Subsidiaries  is  bound,  or to  refinance  such
agreement,  security  or  facility,  in  each  case  on  terms  satisfactory  to
Intelligroup and

                                      -6-
<PAGE>

SeraNova  and  to  the  extent  necessary  to  permit  the  Distribution  to  be
consummated without any material breach of the terms of such agreement, security
or facility.

          Section 2.6.   Registration  and  Listing. Prior to  the  Distribution
Date (a)  Intelligroup  and  SeraNova  shall  prepare the  SeraNova  Information
Statement  and the SeraNova  Form 10.  SeraNova  shall file the SeraNova Form 10
with the SEC.  Intelligroup  and SeraNova shall use reasonable  efforts to cause
the SeraNova Form 10 to become  effective  under the Exchange Act as promptly as
reasonably  practicable.  Intelligroup  and SeraNova  shall prepare the SeraNova
Information  Statement;  and  after  the  SeraNova  Form 10  becomes  effective,
Intelligroup shall cause the SeraNova Information  Statement to be mailed to the
holders of Intelligroup Common Stock as of the Record Date.

          (b)    The  parties  shall use  their best  efforts to  take all  such
action as may be necessary or appropriate  under state securities and "blue sky"
laws in connection with the transactions contemplated by this Agreement.

          (c)    Intelligroup  and  SeraNova shall  prepare,  and SeraNova shall
file and seek to make effective,  an application for the trading of the SeraNova
Common Stock on Nasdaq, subject to official notice of issuance.

          (d)    Intelligroup  and SeraNova shall cooperate in preparing, filing
with the SEC and causing to become  effective  any  registration  statements  or
amendments  thereto  that are  appropriate  to reflect the  establishment  of or
amendments  to any  employee  benefit  and  other  plans  contemplated  by  this
Agreement.

                                   ARTICLE 3.
                                THE DISTRIBUTION

          Section 3.1.   Intelligroup  Board Action; Conditions  Precedent.  (a)
Intelligroup's  Board of  Directors  shall,  in its  discretion,  establish  (or
delegate  authority to establish) the Record Date and the Distribution  Date and
any  appropriate  procedures in connection  with the  Distribution.  In no event
shall the Distribution occur unless the following conditions shall have been and
continue to be satisfied:

          (i)    The transactions  contemplated by  Sections 2.1, 2.2, 2.3, 2.4,
2.5, and 2.6 shall have been consummated in all material respects;

          (ii)   the SeraNova Form l0 shall  have  become  effective  under  the
Exchange Act and no stop order with respect thereto shall be in effect;

          (iii)  the SeraNova Common  Stock to be delivered in the  Distribution
shall have been  approved for trading on Nasdaq,  subject to official  notice of
issuance;

          (iv)   the Board of Directors of Intelligroup  shall be satisfied that
(a) at the time of the  Distribution and after giving effect to the Distribution
and other  related  transactions,  Intelligroup  will not be insolvent (in that,
both before and  immediately  following  the

                                      -7-
<PAGE>

Distribution,  (i) the fair market value of  Intelligroup's  assets would exceed
Intelligroup's  liabilities,   (ii)  Intelligroup  would  be  able  to  pay  its
liabilities as they mature and become absolute and (iii)  Intelligroup would not
have  unreasonably  small  capital with which to engage in its business) and (b)
the Distribution shall be payable in accordance with applicable law;

          (v)    Intelligroup's  Board  of  Directors  shall  have  approved the
Distribution and shall not have abandoned, deferred or modified the Distribution
at any time prior to the Distribution Date;

          (vi)   SeraNova shall take such action as is  necessary  such that its
Board of Directors is comprised of those  individuals  named as directors in the
SeraNova Information Statement.

          (vii)  The  Contribution  Agreement,   Tax  Sharing  Agreement,  Space
Sharing  Agreement  and  Services  Agreement  shall have been duly  executed and
delivered by the parties thereto;

          (viii) All authorizations,  consents,  approvals and clearances of all
federal,  state, local and foreign governmental  agencies required to permit the
valid  consummation  by the parties hereto of the  transactions  contemplated by
this Agreement  shall have been obtained;  and no such  authorization,  consent,
approval or clearance  shall contain any conditions  which would have a material
adverse  effect on (a) the  Intelligroup  Business,  (b) the assets,  results of
operations or financial  condition of the Intelligroup Group, in each case taken
as a whole,  or (c) the  ability of  Intelligroup  or  SeraNova  to perform  its
obligations under this Agreement;  and all statutory requirements for such valid
consummation shall have been fulfilled;

          (ix)   No  preliminary or permanent injunction or  other order, ruling
or  decree  issued  by a court of  competent  jurisdiction  or by a  government,
regulatory  or  administrative  agency  or  commission,  and no  statute,  rule,
regulation or executive order promulgated or enacted by governmental  authority,
shall be in effect preventing the payment of the Distribution;

          (x)    All  necessary  consents,  amendments or  waivers to  each bank
credit agreement,  debt security or other financing facility to which any member
of the Intelligroup  Group is a party or by which any such member is bound shall
have been obtained, or each such agreement, security or facility shall have been
refinanced,  in each case on terms satisfactory to Intelligroup and SeraNova and
to the extent necessary to permit the Distribution to be consummated without any
material breach of the terms of such agreement, security or facility; and

          (xi)   Intelligroup  shall   have  received  an  opinion  from  Arthur
Andersen  LLP,  substantially  in the form attached  hereto as Exhibit  Schedule
3.1(xi) that the  Distribution  should be tax-free to  Intelligroup  and to U.S.
stockholders of the Intelligroup Common Stock.

          (b)    Any   determination   made   by  the   Board  of  Directors  of
Intelligroup  in good  faith  prior  to the  Distribution  Date  concerning  the
satisfaction or waiver of any or all of the conditions set forth in this Section
3.1 shall be conclusive.

                                      -8-
<PAGE>

          Section 3.2.   The Distribution.  Subject to  the terms and conditions
set forth in this Agreement,  (i) prior to the Distribution  Date,  Intelligroup
shall deliver to the Distribution  Agent for the benefit of holders of record of
Intelligroup  Common Stock on the Record Date, stock  certificates,  endorsed by
Intelligroup  in  blank,  representing  all of the  then-outstanding  shares  of
SeraNova  Common Stock owned by  Intelligroup,  (ii) the  Distribution  shall be
effective as of the close of business,  New York City time, on the  Distribution
Date and (iii) Intelligroup shall instruct the Distribution Agent to distribute,
on or as soon as  practicable  after the  Distribution  Date,  to each holder of
record of Intelligroup  Common Stock as of the Record Date one share of SeraNova
Common Stock for each one share of Intelligroup  Common Stock so held.  SeraNova
agrees to provide  all  certificates  for shares of SeraNova  Common  Stock that
Intelligroup  shall  require  (after  giving  effect to Section 3.4) in order to
effect the Distribution.

          Section 3.3.   Stock  Dividends  to  Intelligroup.  On or prior to the
Distribution Date,  SeraNova shall issue to Intelligroup as a stock dividend the
number  of  shares  of  SeraNova   Common   Stock  as  required  to  effect  the
Distribution,  as certified by the Distribution Agent. In connection  therewith,
Intelligroup  shall deliver to SeraNova for cancellation  the share  certificate
currently held by it representing SeraNova Common Stock.

          Section 3.4.   Fractional   Shares.   No   certificates   representing
fractional   shares  of  SeraNova  Common  Stock  will  be  distributed  in  the
Distribution. The Distribution Agent will be directed to determine the number of
whole shares and fractional  shares of SeraNova  Common Stock  allocable to each
holder  of   Intelligroup   Common  Stock  as  of  the  Record  Date.  Upon  the
determination by the Distribution  Agent of such number of fractional shares, as
soon as practicable after the Distribution Date, the Distribution  Agent, acting
on behalf of the holders thereof,  shall sell such fractional shares for cash on
the open market and shall disburse the appropriate portion of the resulting cash
proceeds  (net of any costs of selling  the  fractional  shares) to each  holder
entitled thereto.

                                   ARTICLE 4.
                                 INDEMNIFICATION

          Section 4.1.   SeraNova Indemnification of the Intelligroup Group. (a)
Subject to Section  4.3,  on and after the  Distribution  Date,  SeraNova  shall
indemnify,  defend and hold harmless the  Intelligroup  Group and the respective
directors, officers, employees and Affiliates of each Person in the Intelligroup
Group  (the  "Intelligroup  Indemnitees")  from and  against  any and all Losses
incurred or suffered by any of the Intelligroup  Indemnitees (1) arising out of,
or due to the  failure of any Person in the  SeraNova  Group to pay,  perform or
otherwise discharge,  any of the SeraNova Liabilities and (2) arising out of the
breach  by any  member  of the  SeraNova  Group  of any  obligation  under  this
Agreement or any of the other Distribution  Documents.  This  indemnification is
not intended to, and should not be construed as, limiting or amending SeraNova's
indemnification obligations defined in any of the other Distribution Documents.

          (b)    Subject  to Section 4.3,  SeraNova  shall indemnify, defend and
hold harmless each of the Intelligroup  Indemnitees and each Person, if any, who
controls any Intelligroup  Indemnitee within the meaning of either Section 15 of
the  Securities  Act or Section

                                      -9-
<PAGE>

20 of the Exchange Act from and against any and all Losses  caused by any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in the
SeraNova Form 10 or any amendment thereof or the SeraNova Information  Statement
(as amended or  supplemented),  or caused by any omission or alleged omission to
state therein a material fact necessary to make the statements  therein,  in the
light of the  circumstances  under which they were made, not misleading,  except
insofar as such  Losses are caused by any such untrue  statement  or omission or
alleged  untrue  statement  or  omission  based upon  information  furnished  to
SeraNova in writing by Intelligroup expressly for use therein.

          Section 4.2.   Intelligroup  Indemnification  of SeraNova  Group.  (a)
Subject to Section 4.3, on and after the Distribution  Date,  Intelligroup shall
indemnify,  defend  and hold  harmless  the  SeraNova  Group and the  respective
directors,  officers,  employees  and  Affiliates of each Person in the SeraNova
Group (the "SeraNova  Indemnitees") from and against any and all Losses incurred
or suffered by any of the  SeraNova  Indemnitees,  (1) arising out of, or due to
the failure of any Person in the Intelligroup Group to pay, perform or otherwise
discharge,  any of the Intelligroup  Liabilities and (2) arising from any breach
by any  member of the  Intelligroup  Group of any  obligation  made  under  this
Agreement or any of the other Distribution  Documents.  This  indemnification is
not  intended  to,  and  should  not  be  construed  as,  limiting  or  amending
Intelligroup's   indemnification   obligations  defined  in  any  of  the  other
Distribution Documents.

          (b)    Subject to  Section 4.3, Intelligroup  shall indemnify,  defend
and hold harmless each of the SeraNova  Indemnitees and each Person, if any, who
controls any SeraNova  Indemnitee within the meaning of either Section 15 of the
Securities  Act or Section 20 of the  Exchange  Act from and against any and all
Losses caused by any untrue  statement or alleged untrue statement of a material
fact  contained  in the  SeraNova  Form 10 or any  amendment  thereof  or in the
SeraNova  Information  Statement (as amended or supplemented),  or caused by any
omission or alleged  omission to state therein a material fact necessary to make
the statements  therein, in the light of the circumstances under which they were
made, not misleading,  in each case to the extent, but only to the extent,  that
such  Losses are caused by any such  untrue  statement  or  omission  or alleged
untrue  statement or omission  based upon  information  furnished to SeraNova in
writing by Intelligroup expressly for use therein.

          Section 4.3.   Insurance; Third-Party Obligations. Any indemnification
pursuant to Section 4.1 or 4.2 shall be paid net of the amount of any  insurance
or other  amounts  that would be payable by any third  party to the  Indemnified
Party (as defined below) in the absence of this Agreement  (irrespective of time
of receipt of such  insurance  or other  amounts) and net of any Tax Benefit (as
defined in the Tax Sharing  Agreement) to the Indemnified Party  attributable to
the relevant payment or Liability. It is expressly agreed that no insurer or any
other third party shall be (i) entitled to a benefit it would not be entitled to
receive  in  the  absence  of the  foregoing  indemnification  provisions,  (ii)
relieved of the  responsibility  to pay any claims to which it is  obligated  or
(iii)  entitled  to any  subrogation  rights  with  respect  to  any  obligation
hereunder.

          Section 4.4.   Notice  and  Payment  of  Claims.  If any  Intelligroup
Indemnitee or SeraNova  Indemnitee (the "Indemnified  Party") determines that it
is or may be entitled to indemnification by any party (the "Indemnifying Party")
under Article 4 (other than in connection with any Action subject to Section 4.5
or 4.6), the Indemnified Party shall deliver to the

                                      -10-
<PAGE>

Indemnifying  Party  a  written  notice  specifying,  to the  extent  reasonably
practicable,  the basis for its claim for  indemnification  and the  amount  for
which  the  Indemnified   Party  reasonably   believes  it  is  entitled  to  be
indemnified. Within 30 days after receipt of such notice, the Indemnifying Party
shall  pay the  Indemnified  Party  such  amount  in cash or  other  immediately
available  funds  unless  the  Indemnifying  Party  objects  to  the  claim  for
indemnification  or the amount thereof.  If the Indemnifying Party does not give
the  Indemnified  Party written  notice  objecting to such  indemnity  claim and
setting forth the grounds  therefor within such 30-day period,  the Indemnifying
Party shall be deemed to have  acknowledged its liability for such claim and the
Indemnified Party may exercise any and all of its rights under applicable law to
collect such amount. In the event of such a timely objection by the Indemnifying
Party, the amount, if any, that is Finally  Determined to be required to be paid
by the  Indemnifying  Party in respect of such indemnity  claim shall be paid by
the  Indemnifying  Party to the  Indemnified  Party in cash within 15 days after
such indemnity claim has been so Finally Determined.

          Section 4.5.   Notice  and Defense  of Third-Party  Claims Other  Than
Those for Shared  Liabilities.  Promptly following the earlier of (i) receipt of
notice of the  commencement  by a third party of any Action against or otherwise
involving  any  Indemnified  Party or (ii) receipt of  information  from a third
party alleging the existence of a claim against an Indemnified  Party, in either
case,  with  respect to which  indemnification  may be sought  pursuant  to this
Agreement  (a  "Third-Party  Claim"),  the  Indemnified  Party  shall  give  the
Indemnifying Party written notice thereof.  The failure of the Indemnified Party
to  give  notice  as  provided  in  this  Section  4.5  shall  not  relieve  the
Indemnifying Party of its obligations under this Agreement, except to the extent
that the Indemnifying Party is prejudiced by such failure to give notice. Within
30 days after receipt of such notice,  the Indemnifying  Party may (i) by giving
written notice thereof to the Indemnified Party,  acknowledge liability for such
indemnification  claim and at its  option  elect to assume  the  defense of such
Third-Party  Claim at its sole cost and  expense or (ii) object to the claim for
indemnification  set forth in the  notice  delivered  by the  Indemnified  Party
pursuant  to the  first  sentence  of this  Section  4.5;  provided  that if the
Indemnifying Party does not within such 30-day period give the Indemnified Party
written  notice  objecting to such  indemnification  claim and setting forth the
grounds  therefor,  the Indemnifying  Party shall be deemed to have acknowledged
its liability for such  indemnification  claim.  If the  Indemnifying  Party has
acknowledged liability and elected to assume the defense of a Third-Party Claim,
(x) the defense shall be conducted by counsel retained by the Indemnifying Party
and  reasonably  satisfactory  to  the  Indemnified  Party,  provided  that  the
Indemnified Party shall have the right to participate in such proceedings and to
be  represented by counsel of its own choosing at the  Indemnified  Party's sole
cost and expense;  and (y) the  Indemnifying  Party may settle or compromise the
Third-Party  Claim without the prior written consent of the Indemnified Party so
long as such  settlement  includes an  unconditional  release of the Indemnified
Party from all claims that are the subject of such Third-Party  Claim,  provided
that the  Indemnifying  Party may not agree to any such  settlement  pursuant to
which  any  remedy  or  relief,  other  than  monetary  damages  for  which  the
Indemnifying  Party  shall be  responsible  hereunder,  shall be  applied  to or
against  the  Indemnified  Party,  without  the  prior  written  consent  of the
Indemnified  Party,  which consent shall not be  unreasonably  withheld.  If the
Indemnifying  Party does not assume the defense of a Third-Party Claim for which
it has acknowledged  liability for  indemnification  hereunder,  the Indemnified
Party  will  act in  good  faith  with  respect  thereto  and  may  require  the
Indemnifying  Party  to

                                      -11-
<PAGE>

reimburse it on a current basis for its  reasonable  expenses of  investigation,
reasonable  attorneys' fees and reasonable  out-of-pocket  expenses  incurred in
defending  against such Third-Party  Claim and the  Indemnifying  Party shall be
bound by the result  obtained  with respect  thereto by the  Indemnified  Party;
provided  that the  Indemnifying  Party  shall not be liable for any  settlement
effected without its consent,  which consent shall not be unreasonably withheld.
If the  Indemnifying  Party  objects  to a claim  for  indemnification,  (a) the
Indemnifying  Party  shall not be  entitled to assume the defense of the related
Third-Party  Claim,  (b) the  Indemnified  Party  shall act in good  faith  with
respect to such Third-Party Claim, (c) the dispute as to whether the Indemnified
Party is entitled to  indemnification  hereunder shall be resolved in accordance
with Section 8.11 if it is determined that the Indemnified  Party is entitled to
indemnification  hereunder,  the Indemnifying  Party will be responsible for all
Losses of the  Indemnified  Party  arising  from  such  Third-Party  Claim.  The
Indemnifying  Party shall pay to the  Indemnified  Party in cash the amount,  if
any, for which the  Indemnified  Party is entitled to be  indemnified  hereunder
within 15 days after such Third-Party Claim has been Finally Determined,  in the
case of a Third-Party Claim as to which the Indemnifying  Party has acknowledged
liability or, in the case of any Third-Party  Claim as to which the Indemnifying
Party has not  acknowledged  liability,  within 15 days after such  Indemnifying
Party's  objection to liability  hereunder  has been  Finally  Determined  to be
unfounded.  This  Section 4.5 shall  govern all claims  under this Article 4 for
indemnification  against Third-Party Claims except Third-Party Claims in respect
of Shared Liabilities, as to which Section 4.6 shall govern.

          Section 4.6.   Notice  and  Defense of  Third-Party  Claims for Shared
Liabilities.  Promptly  following  the  earlier of (i)  receipt of notice of the
commencement of a Third-Party  Claim in respect of a Shared Liability (a "Shared
Liability Claim") or (ii) receipt of information from a third party alleging the
existence  of a Shared  Liability  Claim,  the party  receiving  such  notice or
information shall give the other parties written notice thereof.  The failure of
the party  receiving  notice or information  with respect to a Shared  Liability
Claim in  respect  to give  notice as  provided  in this  Section  4.6 shall not
relieve another party of its  indemnification  obligations  under this Agreement
with respect thereto, except to the extent that such party is prejudiced by such
failure to give notice.

          Each party hereto shall be entitled to  participate  in the defense of
such  Shared  Liability  Claim if either  the  Shared  Liability  Claim has been
asserted or  threatened  against  such party or such party has  acknowledged  in
writing its  obligation to bear a portion of the potential  liability in respect
of such Shared Liability  Claim.  (Each party that is so entitled to participate
in the  defense  of such  Shared  Liability  Claim is  referred  to  herein as a
"Participating  Party".)  Without  limiting  the terms of  Sections  4.1(a)  and
4.2(a),  the party  against whom the Shared  Liability  Claim is made shall have
management and administrative  responsibility in respect thereof;  provided that
if SeraNova is a Participating Party it shall have management and administrative
responsibility in respect thereof.  The party responsible for the management and
administration  of a  Shared  Liability  Claim  is  referred  to  herein  as the
"Managing  Party" and such management and  administrative  responsibility  shall
entail the defense of such Shared  Liability  Claim,  negotiation with claimants
and potential claimants (subject to the limitations in the following  paragraph)
and other reasonably related activities. The Managing Party shall retain counsel
selected by it and reasonably  satisfactory to the other Participating  Parties,
provided  that  the  other  Participating   Parties  shall  have  the  right  to
participate in such proceedings and to be

                                      -12-
<PAGE>

represented  by counsel of its or their own  choosing  at its or their sole cost
and expense.  The legal or other expenses in respect of a Shared Liability Claim
incurred by or on behalf of any person other than the  Managing  Party shall not
be Losses for purposes of this  Agreement.  All parties  hereto shall  cooperate
with the  Managing  Party and each other in the defense or  prosecution  of such
Shared Liability Claim.

          In no event will the party  against which the claim was made admit any
liability  with  respect  to, or settle,  compromise  or  discharge,  any Shared
Liability  Claim without the prior written  consent of each other  Participating
Party;  provided,  however,  that the party against which the claim was made may
settle or  compromise  the Shared  Liability  Claim  without  the prior  written
consent of the other  Participating  Parties if such party  releases each of the
other Participating  Parties from their respective  indemnification  obligations
hereunder  with  respect to such  Shared  Liability  Claim and such  settlement,
compromise  or  discharge  would  not  otherwise   adversely  affect  the  other
Participating  Parties.  The Managing Party shall act in good faith with respect
to the Shared  Liability Claim and may require the other parties to reimburse it
on a current  basis for its  reasonable  expenses of  investigation,  reasonable
attorneys'  fees and  reasonable  out-of-pocket  expenses  incurred in defending
against such Shared Liability Claim, and the other parties shall be bound by the
result obtained with respect thereto;  provided that a Participating Party shall
not be liable for any  settlement  effected  without its consent,  which consent
shall not be unreasonably withheld. If a party objects to, or does not within 30
                                    ------------------        ------------------
days of notice acknowledge in writing its indemnification  obligations hereunder
----
in respect of a portion of the liability for a Shared  Liability Claim, (a) such
party  shall not be  entitled  to  participate  in the  defense  of such  Shared
Liability  Claim,  and (b) the  dispute as to whether  such party is required to
provide  indemnification  hereunder  with respect  thereto  shall be resolved in
accordance  with Section 8.11 hereof.  Each  Indemnifying  Party in respect of a
Shared Liability Claim shall pay to the Indemnified Party in cash the amount, if
any, for which the Indemnified Party is entitled to be indemnified  hereunder by
such  Indemnifying  Party within 15 days after such Shared  Liability  Claim has
been Finally Determined, in the case of a Shared Liability Claim as to which the
Indemnifying  Party has  acknowledged  liability  or, in the case of any  Shared
Liability  Claim  as to  which  the  Indemnifying  Party  has  not  acknowledged
liability, within 15 days after such Indemnifying Party's objection to liability
hereunder has been Finally Determined to be unfounded.

          Section 4.7.   Contribution.  If for any  reason  the  indemnification
provided for in Section 4.1 or 4.2 is unavailable to any  Indemnified  Party, or
insufficient to hold it harmless,  then the Indemnifying  Party shall contribute
to the  amount  paid or payable  by such  Indemnified  Party as a result of such
Losses in such  proportion as is appropriate  to reflect all relevant  equitable
considerations.

          Section 4.8.   Non-Exclusivity of Remedies.  The remedies provided for
in this Article 4 are not  exclusive  and shall not limit any rights or remedies
which may otherwise be available to any Indemnified Party at law or in equity.

                                      -13-
<PAGE>

                                   ARTICLE 5.
                                EMPLOYEE MATTERS

          Section 5.1.   Employee   Matters   Generally.   (a)   Stock   options
outstanding under the Intelligroup  Equity-Based  Plans will be adjusted so that
following the  Distribution the exercise price of such options shall be adjusted
to take into account the Distribution and to ensure that the aggregate intrinsic
value of the adjusted  Intelligroup  options after the record date in respect of
the Distribution is equal to or less than, the aggregate  intrinsic value of the
related  Intelligroup  option  prior  to  the  record  date  in  respect  of the
Distribution.

          (b)    In partial consideration for  all  Services  provided  or to be
provided  (including  by any member of the  SeraNova  Group to any member of the
Intelligroup  Group or by any member of the Intelligroup  Group to any member of
the SeraNova Group) and other consideration  provided pursuant to this Agreement
(including  the transfers of assets and  assumptions  of liabilities as provided
herein),  SeraNova and  Intelligroup  shall use their best efforts to accomplish
the foregoing  including,  but not limited to, making such grants of options and
issuing such shares of  Intelligroup  Common Stock and SeraNova  Common Stock as
may be required hereunder.

          (c)    Intelligroup  options held  by SeraNova employees will cease to
vest beyond those options  vested as of the  Distribution  Date.  Further,  such
vested options will be caused to expire 90 days after the Distribution Date.

          (d)    Retained  Employees  (as  defined in  Section  5(a)(ii) of  the
Services  Agreement  executed  contemporaneously  with  the  execution  of  this
Distribution  Agreement)  to whom  Intelligroup  options  have  previously  been
granted  will be  required  to  forfeit  such  options  as  follows,  or will be
ineligible for grants of SeraNova options:

          (i)    as of the  Distribution  Date,  all unvested  options  will  be
forfeited immediately; and

          (ii)   vested  options as of the Distribution  Date, will be forfeited
if not exercised within 90 days of such date.

                                   ARTICLE 6.
                              ACCESS TO INFORMATION

          Section 6.1.   Provision of Corporate Records.  Prior to or as soon as
practicable  following the  Distribution  Date, each Group shall provide or make
available to each other Group all documents,  contracts, books, records and data
(including but not limited to minute books, stock registers,  stock certificates
and documents of title) in its  possession  relating to such other Group or such
other  Group's  business  and  affairs;  provided  that if any  such  documents,
contracts,  books,  records or data  relate to both Groups or the  business  and
operations of both Groups,  each such Group shall  provide or make  available to
the other Group true and complete  copies of such documents,  contracts,  books,
records or data.

                                      -14-
<PAGE>

          Section 6.2.   Access to Information. From and after the  Distribution
Date, each Group shall afford promptly to each other Group and its  accountants,
counsel and other  designated  representatives  reasonable  access during normal
business hours to all documents,  contracts,  books, records,  computer data and
other  data in such  Group's  possession  relating  to such  other  Group or the
business  and  affairs  of such other  Group  (other  than data and  information
subject to an  attorney/client  or other  privilege),  insofar as such access is
reasonably  required by such other Group,  including,  without  limitation,  for
audit, accounting, litigation and disclosure and reporting purposes.

          Section 6.3.   Litigation Cooperation. Each Group shall use reasonable
efforts to make  available,  upon  written  request,  its  directors,  officers,
employees  and  representatives  as  witnesses  to  each  other  Group  and  its
accountants, counsel, and other designated representatives,  and shall otherwise
cooperate with each other Group, to the extent reasonably required in connection
with any legal,  administrative or other proceedings  arising out of any Group's
business and operations prior to the  Distribution  Date in which the requesting
party may from time to time be involved.

          Section  6.4.  Reimbursement.  Each  Group  providing  information  or
witnesses to any other Group,  or otherwise  incurring any expense in connection
with  cooperating,  under  Sections 6.1, 6.2 or 6.3 shall be entitled to receive
from the recipient thereof, upon the presentation of invoices therefor,  payment
for all costs and  expenses  as may be  reasonably  incurred in  providing  such
information, witnesses or cooperation.

          Section 6.5.   Retention  of Records. Except as otherwise  required by
law or agreed to in writing,  each party  shall,  and shall cause the members of
its respective  Group to, retain all  information  relating to any other Group's
business and  operations  in  accordance  with the past  practice of such party.
Notwithstanding the foregoing, any party may destroy or otherwise dispose of any
such  information  at any time,  provided  that,  prior to such  destruction  or
disposal,  (i) such party shall  provide  not less than 90 days'  prior  written
notice to the other parties, specifying the information proposed to be destroyed
or disposed of, and (ii) if a recipient of such notice shall  request in writing
prior to the  scheduled  date for such  destruction  or disposal that any of the
information  proposed  to be  destroyed  or  disposed  of be  delivered  to such
requesting party, the party proposing the destruction or disposal shall promptly
arrange for the  delivery of such of the  information  as was  requested  at the
expense of the requesting party or parties.

          Section 6.6.   Confidentiality.  Each party shall hold and shall cause
its  Affiliates and its and their  respective  directors,  officers,  employees,
agents,   consultants  and  advisors   ("Representatives")  to  hold  in  strict
confidence all information  concerning any other party or its Affiliates  unless
(i) such  person is  compelled  to  disclose  such  information  by  judicial or
administrative  process or, in the opinion of its counsel, by other requirements
of law or (ii)  such  information  can be shown to have  been (A) in the  public
domain  through no fault of such party or its  Representatives  or (B)  lawfully
acquired  after the  Distribution  Date on a  non-confidential  basis from other
sources. Notwithstanding the foregoing, such party may disclose such information
to its Representatives so long as such Persons are informed by such party of the
confidential  nature of such information and are directed by such party to treat
such  information

                                      -15-
<PAGE>

confidentially.  If a  party  or  any  of its  Representatives  becomes  legally
compelled to disclose any documents or information  subject to this Section 6.6,
such party will promptly  notify the other  applicable  party so that such other
party may seek a protective  order or other remedy or waive compliance with this
Section 6.6. If no such  protective  order or other remedy is obtained or waiver
granted,  the party subject to compulsion  will furnish only that portion of the
information which it is advised by counsel is legally required and will exercise
its reasonable efforts to obtain reliable assurance that confidential  treatment
will be accorded such  information.  Each party agrees to be responsible for any
breach of this Section 6.6 by its Representatives.

          Section 6.7.   Inapplicability   of   Article  6    to  Tax   Matters.
Notwithstanding anything to the contrary in Article 6, Article 6 shall not apply
with respect to information, records and other matters relating to Taxes, all of
which shall be governed by the Tax Sharing Agreement.

                                   ARTICLE 7.
                            CERTAIN OTHER AGREEMENTS

          Section 7.1.   Further  Assurances  and  Consents.  In addition to the
actions  specifically  provided  for  elsewhere in this  Agreement,  each of the
parties hereto shall use its  reasonable  efforts 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  or
otherwise to consummate and make effective the transactions contemplated by this
Agreement,  including but not limited to using its reasonable  efforts to obtain
any consents and approvals and to make any filings and applications necessary or
desirable  in  order  to  consummate  the  transactions   contemplated  by  this
Agreement;  provided  that  no  party  hereto  shall  be  obligated  to pay  any
consideration therefor (except for filing fees and other similar charges) to any
third party from whom such  consents or approvals  are  requested or to take any
action or omit to take any action if the taking of or the  omission to take such
action would be unreasonably  burdensome to the party,  its Group or its Group's
business.

          Section 7.2.   Intellectual  Property Rights  and Licenses.  Except as
set forth in that certain  Contribution  Agreement by and between  Intelligroup,
Inc. and SeraNova,  Inc.  dated as of January 1, 2000,  none of the Groups shall
have any  right  or  license  in or to any  technology,  software,  intellectual
property (including any trademark, service mark, patent or copyright),  know-how
or other proprietary right owned, licensed or held for use by another Group.

          Section 7.3.   Insurance. Notwithstanding anything contained herein or
in any Distribution Document to the contrary, nothing contained herein or in any
Distribution  Document  shall  constitute  an  assignment  or  transfer  of  any
insurance  policy or the rights  thereunder to the extent any such assignment or
transfer would cause the coverage  under such policy to be reduced.  If any such
assignment  or transfer  would result in such a reduction,  the party that would
have assigned or transferred such rights will enforce the rights  thereunder for
the benefit of the party to whom such  assignment  or  transfer  would have been
made but for the effect of the  preceding  sentence  and shall hold any  payment
received in respect thereof in trust for such party. Each party hereunder hereby
appoints  Intelligroup  as its agent to administer any claim it or any

                                      -16-
<PAGE>

member of its Group may have under any insurance  policy held by Intelligroup or
any  of  its   Subsidiaries   prior   to  the   Distribution   Date   (each,   a
"Pre-Distribution Policy") with respect to any claim or occurrence arising prior
to the Distribution  Date. If, as a result of any retrospective loss adjustment,
stop loss,  deductible,  coverage limit or other similar arrangement,  any party
(or any member of its Group) is  required  to make any payment in respect of, or
is not paid the full amount it may claim under, any Pre-Distribution Policy, the
amount of any such  payment or shortfall  shall be  allocated  among the parties
hereto in an equitable manner as determined in good faith by SeraNova,  and each
party hereto shall make such  payments to the other  parties  hereto as shall be
required in order to effect such equitable allocation.

                                   ARTICLE 8.
                                  MISCELLANEOUS

          Section 8.1.   Notices.  All notices and other  communications  to any
party  hereunder  shall be in  writing  (including  telex,  telecopy  or similar
writing) and shall be deemed given when received addressed as follows:

          If to Intelligroup, to:    Intelligroup, Inc.
                                     499 Thornall Street
                                     Edison, NJ 08837
                                     Telecopy: 732-362-2100
                                     Attention: Ashok Pandey,


          Copy to:                   Buchanan Ingersoll Professional Corporation
                                     650 College Road East
                                     Princeton, NJ 08540
                                     Telecopy: 609-520-0360
                                     Attention: David J. Sorin

          If to SeraNova, to:        SeraNova, Inc.
                                     c/o Intelligroup, Inc.
                                     499 Thornall Street
                                     Edison, NJ 08837
                                     Telecopy: 732-362-2100
                                     Attention:  Rajkumar Koneru,

          Copy to:                   Buchanan Ingersoll Professional Corporation
                                     650 College Road East
                                     Princeton, NJ 08540
                                     Telecopy: 609-520-0360
                                     Attention: David J. Sorin

          Any party may, by written  notice so delivered  to the other  parties,
change the address to which delivery of any notice shall thereafter be made. All
such notices  shall be

                                      -17-
<PAGE>

deemed  received  on the date of receipt by the  recipient  thereof if  received
prior to 5 p.m.  in the place of receipt  and such day is a business  day in the
place of receipt.  Otherwise,  any such notice  shall be deemed not to have been
received until the next succeeding business day in the place of receipt.

          Section 8.2.   Amendments;  No  Waivers.  (a)  Any  provision  of this
Agreement may be amended or waived if, and only if, such  amendment or waiver is
in  writing  and  signed,  in the  case of an  amendment,  by  Intelligroup  and
SeraNova, or in the case of a waiver, by the party against whom the waiver is to
be effective.

          (b)    No failure or delay by any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided  shall be  cumulative  and not  exclusive  of any  rights  or  remedies
provided by law.

          Section 8.3.   Expenses.  Except as specifically provided otherwise in
this Agreement or the Tax Sharing Agreement (including,  without limitation,  in
Article 4, Sections  6.4,  6.5, and 8.7(c) and Schedule 5.1 of this  Agreement),
all costs and expenses  incurred  after the date hereof in  connection  with the
preparation,  execution  and  delivery  of the  Distribution  Documents  and the
consummation of the Distribution and the other transactions  contemplated hereby
(including the fees and expenses of all counsel,  accountants  and financial and
other  advisors  of each Group in  connection  therewith,  and all  expenses  in
connection with preparation, filing and printing of the SeraNova Form 10 and the
SeraNova Information  Statement) shall be Shared Liabilities;  provided (i) that
Intelligroup  shall be  responsible  for and pay the  fees,  expenses  and other
amounts payable to the lenders in respect of  Intelligroup's  credit  facilities
and all other fees and expenses incurred in connection  therewith (including the
fees and expenses of  Intelligroup's  counsel in connection with the preparation
and  negotiation of all  documentation  relating to such credit  facilities) and
(ii) that the SeraNova Group shall be responsible for and pay the fees, expenses
and other  amounts  payable to the lenders  under the  SeraNova  Group's  credit
facilities  and all other fees and  expenses  incurred in  connection  therewith
(including  the fees and expenses of counsel to the SeraNova Group in connection
with the  preparation  and  negotiation  of all  documentation  relating to such
credit facilities).

          Section 8.4.   Successors  and  Assigns.  The   provisions   of   this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective successors and assigns;  provided that no party may assign,
delegate  or  otherwise  transfer  any of its rights or  obligations  under this
Agreement without the consent of the other parties hereto.

          Section 8.5.   Governing  Law.  This  Agreement  shall be construed in
accordance  with and governed by the law of the State of New Jersey  (other than
the laws  regarding  choice of laws and  conflicts  of laws) as to all  matters,
including matters of validity, construction, effect, performance and remedies.

          Section 8.6.   Entire   Agreement.   This  Agreement  and   the  other
Distribution  Documents  constitute the entire understanding of the parties with
respect  to the  subject  matter

                                      -18-
<PAGE>

hereof and  thereof  and  supersede  all prior  agreements,  understandings  and
negotiations,  both  written and oral,  between the parties  with respect to the
subject  matter  hereof and thereof.  No  representation,  inducement,  promise,
understanding,  condition  or  warranty  not set  forth  herein  or in the other
Distribution Documents has been made or relied upon by any party hereto. Neither
this  Agreement nor any  provision  hereof is intended to confer upon any Person
other than the parties  hereto any rights or remedies  hereunder.  To the extent
that the  provisions of this Agreement are  inconsistent  with the provisions of
any other  Distribution  Document,  the  provisions  of such other  Distribution
Document shall prevail.

          Section 8.7.   Tax Sharing Agreement;  Setoff; Certain Transfer Taxes.
(a) Except as otherwise  provided  herein,  this Agreement  shall not govern any
Tax,  and any and all  claims,  losses,  damages,  demands,  costs,  expenses or
liabilities  relating to Taxes shall be exclusively  governed by the Tax Sharing
Agreement.

          (b)    If,  at  the  time any  party hereto  is required  to make  any
payment to any other  party  under this  Agreement,  the party  entitled  to the
payment  owes the obligor  any amount  under this  Agreement  or the Tax Sharing
Agreement, then such amounts shall be offset and the excess shall be paid by the
party liable for such excess.

          (c)    The party or parties that is or are required by applicable  law
to file any Return (as defined in the Tax Sharing Agreement) or make any payment
with  respect to any such Tax shall do so, and the other party or parties  shall
cooperate with respect  thereto as necessary.  The  non-paying  party or parties
shall  reimburse the paying party in  accordance  with this Section 8.7 within 5
business days after it or they receive notice of the payment of such Tax.

          Section 8.8.   Existing Arrangements. Except as otherwise contemplated
hereby or as set forth on Schedule 8.8, all prior  agreements and  arrangements,
including  those  relating to goods,  rights or services  provided or  licensed,
between  any  member of one  Group and any  member  of  another  Group  shall be
terminated effective as of the Distribution Date, if not theretofore terminated.
No such  agreements or  arrangements  shall be in effect after the  Distribution
Date unless embodied in the Distribution Documents or set forth in Schedule 8.8.

          Section 8.9.   Termination Prior to the Distribution. The Intelligroup
Board  of  Directors  may at any  time  prior to the  Distribution  abandon  the
Distribution  and, by notice to SeraNova,  terminate this Agreement  (whether or
not the Intelligroup Board of Directors has theretofore  approved this Agreement
and/or the Distribution).

          Section 8.10.  Captions.   The   captions  herein   are  included  for
convenience  of  reference  only and shall be  ignored  in the  construction  or
interpretation hereof.

          Section 8.11.  Arbitration;   Dispute   Resolution.  Unless  otherwise
provided for in this Agreement,  any conflict or disagreement arising out of the
interpretation,  implementation  or  compliance  with  the  provisions  of  this
Agreement  shall be finally  settled  pursuant  to the  provisions  of Article 6
(Arbitration;  Dispute Resolution) of that certain Contribution Agreement by and
between Intelligroup, Inc. and SeraNova, Inc. dated as of January 1, 2000, which
provisions are incorporated herein by reference.

                                      -19-
<PAGE>

          Section  8.12. Severability.  In  the  event  any  one or more of  the
provisions  contained  in this  Agreement  should be held  invalid,  illegal  or
unenforceable in any respect,  the validity,  legality and enforceability of the
remaining  provisions  contained  herein  and  therein  shall  not in any way be
affected  or  impaired  thereby.  The  parties  shall  endeavor  in  good  faith
negotiations to replace the invalid,  illegal or unenforceable  provisions,  the
economic  effect of which  comes as close as  possible  to that of the  invalid,
illegal or unenforceable provisions.


                                      -20-
<PAGE>

          IN WITNESS  WHEREOF the parties  hereto have caused this  Distribution
Agreement to be duly executed by these respective  authorized officers as of the
date first above written.

                                                INTELLIGROUP, INC.


                                                By:  /s/ Ashok Pandey
                                                   -----------------------------
                                                Name:
                                                Title:


                                                SERANOVA, INC.


                                                By:  /s/ Raj Koneru
                                                   -----------------------------
                                                Name: Raj Koneru
                                                Title:     CEO




                                      -21-
<PAGE>

                                  SCHEDULE 1.1
                               SHARED LIABILITIES

          1.     Shared Corporate Liabilities.

          2.     Liabilities  under  the  Securities  Act  or  the  Exchange Act
arising from acts or omissions of Intelligroup  prior to the Distribution  Date,
other than  Liabilities  arising  from the filing by  Intelligroup  of a Current
Report on Form 8-K containing information on the Intelligroup Group.



<PAGE>

                                 SCHEDULE 2.1(a)
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                OF SERANOVA, INC.



<PAGE>

                    CERTIFICATE REQUIRED TO BE FILED WITH THE

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                 SERANOVA, INC.

          Pursuant to the  provisions  of Section  14A:9-5(5)  of the New Jersey
Business  Corporations  Act, the  undersigned  corporation  hereby  executes the
following certificate:

          1.  The name of the corporation is SeraNova, Inc. (the "Corporation").

          2.  The  Amended and Restated Certificate of Incorporation was adopted
by the Board of Directors of the Corporation on December 1, 1999 and by the sole
shareholder of the Corporation on December 1, 1999.

          3.  The number of shares of the  Corporation  entitled  to vote on the
Amended and  Restated  Certificate  of  Incorporation  is 1,000 shares of Common
Stock.  All outstanding  shares of Common Stock voted for the foregoing  Amended
and Restated  Certificate of  Incorporation  and no shares of Common Stock voted
against the foregoing Amended and Restated Certificate of Incorporation.

          4.  The Amended and Restated  Certificate  of Incorporation  restates,
integrates  and  amends in its  entirety  the  provisions  of the  Corporation's
Certificate of Incorporation, as amended to date.

          IN WITNESS  WHEREOF,  the undersigned  has signed this  Certificate on
behalf of the Corporation this 25th day of January, 2000.



                                     By: Rajkumar Koneru
                                         --------------------------------------
                                         Rajkumar Koneru, Chairman,
                                           Chief Executive Officer and President


<PAGE>

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 SERANOVA, INC.

          Pursuant to Section 14A:9-5 of the New Jersey Business Corporation Act
(the  "Act"),  the  undersigned  corporation  hereby  executes  this Amended and
Restated Certificate of Incorporation.

          FIRST:    The  name  of the   Corporation   is  SeraNova,   Inc.  (the
"Corporation").

          SECOND:   The  purpose  or  purposes  for  which  the  Corporation  is
organized  is to engage in any lawful  activity  within the  purposes  for which
corporations may be organized under Title 14A of the Act.

          THIRD:    The total  number of shares  of all  classes of stock  which
the Corporation shall have authority to issue is forty five million (45,000,000)
shares.  The Corporation is authorized to issue two classes of stock  designated
"Common Stock" and "Preferred Stock,"  respectively.  The total number of shares
of Common Stock  authorized  to be issued by the  Corporation  is forty  million
(40,000,000),  each such share of Common Stock  having a par value of $.01.  The
total  number  of  shares  of  Preferred  Stock  authorized  to be issued by the
Corporation  shall be five  million  (5,000,000),  each such share of  Preferred
Stock having a par value of $.01, all of which is undesignated.

                    The undesignated  Preferred Stock may be issued from time to
time in one or more series.  The Board of Directors of the Corporation is hereby
authorized,  by adopting a resolution or resolutions and filing a certificate or
certificates pursuant to the applicable provisions of the Act, to establish from
time to time the  number  of  shares  to be  included  in each  such  series  of
Preferred Stock, and to fix the designation,  powers,  preferences and rights of
the  shares  of  each  such  series  and  the  qualifications,   limitations  or
restrictions  thereof,  including but not limited to the fixing or alteration of
the dividend rights,  dividend rate or rates,  conversion rights, voting rights,
rights  and  terms  of  redemption  (including  sinking  fund  provisions),  the
redemption  price or  prices,  and the  liquidation  preferences  of any  wholly
unissued series of shares of Preferred Stock, or any of them, and to increase or
decrease the number of shares of any series subsequent to the issuance of shares
of that  series,  but not  below  the  number  of  shares  of such  series  then
outstanding.  In the event  the  number  of  shares  of any  series  shall be so
decreased, the shares removed from such series by such decrease shall resume the
status which they had prior to the adoption of the resolution  originally fixing
the number of shares of such series.

          FOURTH:   The  address of  the registered  office of  the  Corporation
shall be 499 Thornall Street,  Edison, New Jersey 08837. The registered agent of
the Corporation at its registered office shall be Rajkumar Koneru.

<PAGE>

          FIFTH:    The number of  directors constituting  the  current Board of
Directors  is three.  The names and  addresses  of each of such  directors is as
follows:

                   Name                                 Address
               -------------------                 ------------

               Rajkumar Koneru                     c/o SeraNova, Inc.
                                                   499 Thornall Street
                                                   Edison, New Jersey 08837

               Nagarjun Valluripalli               c/o SeraNova, Inc.
                                                   499 Thornall Street
                                                   Edison, New Jersey 08837

               Ravi Singh                          c/o SeraNova, Inc.
                                                   499 Thornall Street
                                                   Edison, New Jersey 08837

          SIXTH:    The  following provisions are included for the management of
the business and the conduct of the affairs of the Corporation,  and for further
definition,  limitation and regulation of the powers of the  Corporation  and of
its Board of Directors and shareholders:

             (i)    The  Board  of  Directors  of the  Corporation  is expressly
          authorized  to adopt, amend or repeal the  Bylaws of the  Corporation,
          subject  to any  limitation  thereof  contained  in  the  Bylaws.  The
          shareholders also shall  have the power to adopt,  amend or repeal the
          Bylaws  of  the Corporation;  provided,  however,  that, except as set
                                        --------   -------
          forth below in clause  (ii),  in  addition  to any vote of the holders
          of any class or series of stock of the Corporation  required by law or
          by  this  Amended  and  Restated  Certificate  of  Incorporation,  the
          affirmative vote of  the holders of at least sixty six and  two-thirds
          percent (66 2/3%) of the voting power of all of the  then  outstanding
          shares  of  the capital  stock of  the  Corporation  entitled to  vote
          generally  in the election of  directors,  voting together as a single
          class,  shall be  required to adopt, amend or  repeal any provision of
          the Bylaws of the Corporation;

             (ii)   in  addition  to  any  vote of the  holders of  any class or
          series of stock of the Corporation  required by law or by this Amended
          and Restated Certificate of Incorporation, the affirmative vote of the
          holders  of at least eighty  percent (80%) of the  voting power of all
          of the then outstanding shares of the capital stock of the Corporation
          entitled to  vote  generally  in the  election  of  directors,  voting
          together  as a  single class,  shall be required  to adopt,  amend  or
          repeal any  provision of  ARTICLE XI of the Bylaws of the  Corporation
          entitled "INDEMNIFICATION AND INSURANCE."

             (iii)  Upon  the  earlier of (i)  the  consummation   of an initial
          public offering of securities of the Corporation  under the Securities
          Act of 1933, as amended, or (ii) the registration of the Corporation's
          Common Stock under the

                                      -2-
<PAGE>

          Securities  Exchange Act  of 1934,  as amended,  shareholders  of  the
          Corporation may  not take  any action by written  consent in lieu of a
          meeting.

             (iv)   Special  meetings of shareholders may be  called at any time
          only by the  President,  the Chairman of the Board of Directors of the
          Corporation  (if any) or a majority of  the Board of Directors  of the
          Corporation.   Business   transacted  at   any   special  meeting   of
          shareholders shall  be limited to matters  relating to the  purpose or
          purposes set forth in the notice of such special meeting.

             (v)    The  Board of Directors  of the Corporation, when evaluating
          any offer of another party (a) to make a tender or exchange  offer for
          any  equity security  of the  Corporation  or (b) to effect a business
          combination,  merger, consolidation,  or sale of all  or substantially
          all of the  assets  of the Corporation, shall, in connection with  the
          exercise of its judgment in determining  what is in the best interests
          of the Corporation as a whole, be authorized to give due consideration
          to any such  factors  as the  Board  of  Directors  of the Corporation
          determines to be relevant, including, without limitation:

                    (1)  the  short  term   and  long  term  interests  of   the
             Corporation  and  the  Corporation's  shareholders,  including  the
             possibility  that  these  interests  might  be  best  served by the
             continued independence of the Corporation;

                    (2)  whether the proposed transaction might violate  federal
             or state laws;

                    (3)  not  only  the  consideration  being  offered  in   the
             proposed  transaction,  in  relation  to  the  then  current market
             price  for  the  outstanding  capital  stock  of  the  Corporation,
             but  also  to  the  market  price  for  the  capital  stock of  the
             Corporation  over  a  period  of  years,  the estimated price  that
             might  be  achieved in  a negotiated sale  of the  Corporation as a
             whole  or  in  part  or through orderly  liquidation,  the premiums
             over  market price  for the  securities of  other  corporations  in
             similar   transactions,  current  political,  economic  and   other
             factors   bearing  on  securities  prices  and  the   Corporation's
             financial condition and future prospects; and

                    (4)  the social, legal and economic effects upon  employees,
             suppliers,   creditors,  customers   and   others   having  similar
             relationships  with the Corporation, upon the  communities in which
             the Corporation operates its  business and upon  the economy of the
             state, region and nation.

          In connection with any such evaluation,  the Board of Directors of the
          Corporation is authorized to conduct such investigations and engage in
          such  legal proceedings as  the Board of Directors  of the Corporation
          may determine.

                                      -3-
<PAGE>

             (vi)   in  addition  to any  vote of  the holders  of any  class or
          series of stock of the Corporation  required by law or by this Amended
          and Restated Certificate of Incorporation, the affirmative vote of the
          holders of at least sixty six and two-thirds  percent (66 2/3%) of the
          voting  power of  all of the  then outstanding  shares of  the capital
          stock   of  the  Corporation   entitled  to  vote   generally  in  the
          election  of directors,  voting  together  as  a single  class,  shall
          be required to amend any  provision  of Article SIXTH of this  Amended
          and Restated  Certificate of  Incorporation (other than clause (ii) of
          Article SIXTH).

             (vii)  in  addition  to any vote of  the holders  of  any class  or
          series of stock of the Corporation  required by law or by this Amended
          and Restated Certificate of Incorporation, the affirmative vote of the
          holders  of at least eighty  percent (80%) of the  voting power of all
          of   the  then  outstanding  shares  of  the  capital  stock  of   the
          Corporation   entitled   to   vote  generally  in  the   election   of
          directors,  voting together as  a single  class, shall be  required to
          amend any provision of clause (ii) of Article SIXTH or Article SEVENTH
          of this  Amended and Restated Certificate of Incorporation.

          SEVENTH:  No director  or officer  shall be  personally  liable to the
Corporation or its  shareholders  for damages for breach of any duty owed to the
Corporation or its shareholders,  except that this provision shall not relieve a
director  or officer  from  liability  for any breach of duty based on an act or
omission (a) in breach of such  person's duty of loyalty to the  Corporation  or
its shareholders, (b) not in good faith or involving a knowing violation of law,
or (c) resulting in receipt by such person of an improper personal  benefit.  No
amendment  to,  expiration of or repeal of this Article shall have any effect on
the liability or alleged liability of any director or officer of the Corporation
for or with  respect  to any  acts or  omissions  of such  director  or  officer
occurring prior to such amendment, expiration or repeal.



<PAGE>

          IN WITNESS  WHEREOF,  the  undersigned  has signed  this  Amended  and
Restated Certificate of Incorporation on behalf of the Corporation this 25th day
of January, 2000.



                                    SERANOVA, INC.



                                    By:  /s/ Rajkumar Koneru
                                         ---------------------------------------
                                         Rajkumar Koneru, Chairman,
                                           Chief Executive Officer and President


                                      -5-
<PAGE>



                                 SCHEDULE 2.1(b)
                            BY-LAWS OF SERANOVA, INC.



<PAGE>

                                     BY-LAWS

                                       OF

                                 SERANOVA, INC.

                           (FORMERLY INFINIENT, INC.)

                                    ARTICLE I

                                     OFFICES

     1.01      Registered  Office:  The   initial  registered  office   of   the
               ------------------
Corporation shall be c/o Intelligroup,  Inc., 499 Thornall Street,  Edison,  New
Jersey 08837. The Board of Directors may change the registered  office from time
to time. 1.02 Other Offices:  The Corporation may have such other offices either
within  or  without  the  State of New  Jersey  as the  Board of  Directors  may
designate or as the business of the Corporation may require from time to time.

                                   ARTICLE II

                                      SEAL

     2.01      Seal:  The  corporate  seal shall be  in the form  adopted by the
               ----
Board of Directors and may be altered by them from time to time.

                                   ARTICLE III

                             SHAREHOLDERS' MEETINGS

     3.01      Place:  All  meetings  of the  shareholders  shall be held at the
               -----
registered  office of the  Corporation or at such other place or places,  either
within or without the State of New Jersey,  as may from time to time be selected
by the Board of Directors.

<PAGE>

     3.02      Annual  Meetings:  The  annual meeting  of shareholders shall  be
               ----------------
held at such time as may be fixed by the Board of Directors. At that meeting the
shareholders  shall  elect,  by a  plurality  vote,  a Board of  Directors,  and
transact  such other  business as may  properly  come before the  meeting.

     3.03      Special Meetings:  Special  meetings of  the shareholders  may be
               ----------------
called only by the  President,  the  Chairman of the Board of  Directors  of the
Corporation  (if any) or by order of a majority of the Board of Directors.  Such
written  request  shall state the purpose or purposes of the  proposed  meeting.
Business  transacted  at a special  meeting  shall be confined to the purpose or
purposes stated in the notice calling such meeting.

     3.04      Notice of Shareholders' Meetings:  Written  notice of  the  time,
               --------------------------------
place and purpose or purposes of every  meeting of  shareholders  shall be given
not less than ten or more than sixty days before the date of the meeting, either
personally  or by mail  (to the  last  address  appearing  on the  books  of the
Corporation),  to each shareholder of record entitled to vote at the meeting and
to each shareholder otherwise entitled to notice by law, unless a greater period
of notice is  required  by  statute  in a  particular  case.

     When  a meeting  is adjourned  to another  time or place,  it shall  not be
necessary to give notice of the adjourned meeting if the time and place to which
the meeting is adjourned are  announced at the meeting at which the  adjournment
is taken and at the adjourned  meeting only such business is transacted as might
have been transacted at the original meeting.  However, if after the adjournment
the Board fixes a new record  date for the  adjourned  meeting,  a notice of the
adjourned meeting shall be given to each shareholder of record on the new record
date entitled to notice.

                                      -2-
<PAGE>

     3.05      Waiver of Notice:  Notice  of a meeting need  not be given to any
               ----------------
shareholder  who signs a waiver of such notice,  in person or by proxy,  whether
before or after the meeting.  The attendance of any shareholder at a meeting, in
person or by proxy,  without  protesting  prior to the conclusion of the meeting
the lack of notice of such meeting,  shall constitute a waiver of notice by that
shareholder.

     Whenever  shareholders are authorized to take any action after the lapse of
a prescribed  period of time, the action may be taken without such lapse if such
requirement  is waived in  writing,  in person or by proxy,  before or after the
taking of such action, by every  shareholder  entitled to vote thereon as of the
date of the taking of such action.

     3.06      Action by Shareholders  Without Meeting:
               ---------------------------------------

               (1)  Any action required or permitted to be taken at a meeting of
shareholders  by statute or the Certificate of  Incorporation  or By-laws of the
Corporation may be taken without a meeting if all the  shareholders  entitled to
vote thereon consent  thereto in writing,  except that in the case of any action
to be taken pursuant to Chapter 10 (concerning mergers,  etc.) of the New Jersey
Business Corporation Act (the "Act"), such action may be taken without a meeting
only if all  shareholders  entitled to vote  consent  thereto in writing and the
Corporation provides to all other shareholders the advance notification required
by paragraph  (2)(b) of this  section.

               (2)  Except   as  otherwise   provided  in  the  Certificate   of
Incorporation  and  subject to the  provisions  of this  subsection,  any action
required or permitted to be taken at a meeting of  shareholders  by the Act, the
Certificate  of  Incorporation,  or By-laws,  other than the annual  election of
Directors,  may  be  taken  without  a  meeting  upon  the  written  consent  of
shareholders  who would have been  entitled to cast the minimum  number of votes
which  would

                                      -3-
<PAGE>

be  necessary to  authorize  such action at a meeting at which all  shareholders
entitled to vote thereon were present and voting.

                   (a)   If  any shareholder  shall  have the  right  to dissent
from a proposed action, pursuant to Chapter 11 of the Act, the Board shall fix a
date on which written  consents are to be  tabulated;  in any other case, it may
fix a date for  tabulation.  If no date is fixed,  consents  may be tabulated as
they are received. No consent shall be counted which is received more than sixty
days after the date of the Board action authorizing the solicitation of consents
or, in a case in which consents, or proxies for consents, are solicited from all
shareholders  who would have been  entitled to vote at a meeting  called to take
such action,  more than sixty days after the date of mailing of  solicitation of
consents, or proxies for consents.

                   (b)   Except    as  provided   in  paragraph   (2) (c),   the
Corporation,  upon receipt and  tabulation  of the  requisite  number of written
consents, shall promptly notify all non-consenting shareholders,  who would have
been  entitled  to notice of a meeting to vote upon such  action,  of the action
consented to, the proposed  effective  date of such action,  and any  conditions
precedent to such action.  Such notification shall be given at least twenty days
in  advance of the  proposed  effective  date of such  action in the case of any
action taken pursuant to Chapter 10 of the Act, and at least ten days in advance
in the case of any other action.

                   (c)  The  Corporation  need  not  provide  the   notification
required to be given by paragraph (2)(b) if it

                        (i)   solicits  written consents or proxies for consents
          from all  shareholders  who  would  have  been  entitled  to vote at a
          meeting called to take such action,

                                      -4-
<PAGE>

          and at the same time gives notice of the proposed  action to all other
          shareholders  who  would  have  been  entitled  to notice of a meeting
          called to vote upon such action;

                         (ii)  advises  all   shareholders,  if  any,  who   are
          entitled to dissent from the proposed  action,  as provided in Chapter
          11 of the Act,  of their  right to do so and to be paid the fair value
          of their shares; and

                         (iii) fixes a date  for tabulation of consents not less
          than  twenty  days,  in the case of any  proposed  action  to be taken
          pursuant  to Chapter  10 of the Act,  or not less than ten days in the
          case of any other proposed action,  and not more than sixty days after
          the date of mailing  of  solicitations  of  consents  or  proxies  for
          consents.

                   (d)   Any consent obtained  pursuant to paragraph (2)(c)  may
be revoked at any time prior to the day fixed for  tabulation  of consents.  Any
other  consent may be revoked at any time prior to the day on which the proposed
action could be taken upon compliance with paragraph (2)(b). The revocation must
be in writing and be received by the Corporation.

               (3)  Whenever  action  is  taken  pursuant to  subsection  (1) or
(2), the written consents of the shareholders  consenting thereto or the written
report of inspectors appointed to tabulate such consents shall be filed with the
minutes or proceedings of shareholders.

               (4)  In  case  the   Corporation  is  involved   in   a   merger,
consolidation or other type of acquisition or disposition  regulated by Chapters
10 and 11 of the Act, the pertinent provisions of the statute should be referred
to and strictly complied with.

               (5)  Notwithstanding  the  provisions  of   this  Section   3.06,
immediately  following the  consummation of an initial public offering under the
Securities  Act of 1933,  as

                                      -5-
<PAGE>

amended,  or registration under the Securities Exchange Act of 1934, as amended,
by the Corporation of any of its capital stock,  shareholders of the Corporation
may not take any action by written  consent  in lieu of a meeting.

     3.07      Fixing Record Date:
               ------------------

               (1)  The Board may fix, in advance, a date as the record date for
determining the  Corporation's  shareholders with regard to any corporate action
or event and, in particular,  for determining the  shareholders who are entitled
to
                    (a)  notice of or to vote at any meeting of shareholders  or
any  adjournment thereof;

                    (b)  give a written consent to any action without a meeting;
or

                    (c)  receive  payment of any  dividend or  allotment of  any
right.

The  record  date  may  in no  case  be  more  than  sixty  days  prior  to  the
shareholders'  meeting or other  corporate  action or event to which it relates.
The record date for a shareholders' meeting may not be less than ten days before
the date of the  meeting.  The record date to determine  shareholders  to give a
written  consent  may not be more than  sixty  days  before  the date  fixed for
tabulation  of the consents or, if no date has been fixed for  tabulation,  more
than sixty days before the last day on which consents received may be counted.

               (2)  If no record date is fixed,

                    (a) the record date for a shareholders' meeting shall be the
close of business on the day next  preceding  the day on which  notice is given,
or, if no notice is given,  the day next  preceding the day on which the meeting
is held; and

                                      -6-
<PAGE>

                    (b) the  record  date for  determining shareholders  for any
other  purpose  shall  be at the  close  of  business  on the day on  which  the
resolution of the Board relating thereto is adopted.

               (3)  When  a  determination  of  shareholders  of  record  for  a
shareholders'   meeting  has  been  made  as  provided  in  this  section,  such
determination shall apply to any adjournment  thereof,  unless the Board fixes a
new record date under this section for the adjourned meeting.

     3.08      Voting  Lists:  The officer or agent  having  charge of the stock
               -------------
transfer  books for shares of the  Corporation  shall  make a  complete  list of
shareholders  entitled  to vote at a  shareholders'  meeting or any  adjournment
thereof.  A list  required  by  this  section  may  consist  of  cards  arranged
alphabetically  or  any  equipment  which  permits  the  visual  display  of the
information  required.  Such list shall be arranged  alphabetically  within each
class,  series  or group  of  shareholders  maintained  by the  Corporation  for
convenience of reference, with the address of, and the number of shares held by,
each shareholder; be produced (or available by means of a visual display) at the
time and place of the meeting;  be subject to the inspection of any  shareholder
for reasonable  periods  during the meeting;  and be prima facie evidence of the
identity of the  shareholders  entitled  to examine  such list or to vote at any
meeting.

     If the  requirements  of this  section  have not been  complied  with,  the
meeting  shall,  on the  demand of any  shareholder  in  person or by proxy,  be
adjourned until the requirements  are complied with.  Failure to comply with the
requirements  of this section  shall not affect the validity of any action taken
at such  meeting  prior to the making of any such demand.

                                      -7-
<PAGE>

     3.09      Quorum:  Unless  otherwise   provided  in  the   Certificate   of
               ------
Incorporation or by statute,  the presence of holders of shares (in person or by
proxy) entitled to cast a majority of the votes at a meeting shall  constitute a
quorum at such meeting. The shareholders present in person or by proxy at a duly
organized meeting may continue to do business until adjournment, notwithstanding
the withdrawal of enough  shareholders to leave less than a quorum.  Less than a
quorum may  adjourn.

     Whenever  the holders of any class or series of shares are entitled to vote
separately on a specified item of business, the provisions of this section shall
apply in  determining  the  presence of a quorum of such class or series for the
transaction  of such  specified  item of business.

     3.10      Voting:  Each  holder  of shares  with  voting  rights  shall  be
               ------
entitled to one vote for each such share  registered in his/her name,  except as
otherwise  provided in the  Certificate of  Incorporation.  Whenever any action,
other  than  the  election  of  Directors,  is  to  be  taken  by  vote  of  the
shareholders,  it shall be  authorized  by a  majority  of the  votes  cast at a
meeting of  shareholders  by the  holders of shares  entitled  to vote  thereon,
unless a greater  plurality  is  required  by statute or by the  Certificate  of
Incorporation.

     Every  shareholder  entitled to  vote at  a meeting  of shareholders  or to
express consent without a meeting may authorize another person or persons to act
for  him/her  by  proxy.  Every  proxy  shall  be  executed  in  writing  by the
shareholder or his/her agent,  except that a proxy may be given by a shareholder
or his/her agent by telegram or cable or its equivalent. No proxy shall be valid
for more than eleven months unless a longer time is expressly  provided therein.
Unless it is coupled  with an  interest,  a proxy shall be  revocable at will. A
proxy shall not be revoked by the death or  incapacity  of the  shareholder  but
such proxy shall continue in force until revoked by the personal  representative
or guardian of the  shareholder.  The presence at any meeting of any

                                      -8-
<PAGE>

shareholder  who has given a proxy  shall  not  revoke  such  proxy  unless  the
shareholder  shall file written notice of such  revocation with the Secretary of
the meeting prior to the voting of such proxy.

     3.11      Election  of  Directors:  At  each  election  of  Directors every
               -----------------------
shareholder  entitled to vote at such election  shall have the right to vote the
number of shares owned by him for as many  persons as there are  Directors to be
elected  and for  whose  election  he has a right  to vote.  Directors  shall be
elected by a plurality  of the votes cast at the  election,  except as otherwise
provided by the Certificate of Incorporation.

     Elections of Directors need not be by ballot  unless a shareholder  demands
election by ballot at the election and before the voting begins.

     3.12      Inspectors  of  Election:  The  Board  may,  in  advance  of  any
               ------------------------
shareholders'  meeting, or of the tabulation of written consents of shareholders
without a meeting,  appoint one or more  inspectors to act at the meeting or any
adjournment  thereof or to  tabulate  such  consents  and make a written  report
thereof.  If  inspectors  to act at  any  meeting  of  shareholders  are  not so
appointed  or shall fail to qualify,  the person  presiding  at a  shareholders'
meeting  may,  and on the request of any  shareholder  entitled to vote there at
shall, make such appointment.

     Each  inspector,  before  entering upon the discharge of his duties,  shall
take and sign an oath  faithfully to execute the duties of inspector with strict
impartiality  and  according  to the best of his  ability.  No  person  shall be
elected a Director in an election for which he has served as an inspector.

                                      -9-
<PAGE>

     3.13      Conduct of Meetings:
               -------------------

               (1)  The  President of the  Corporation,  and in the  President's
absence, the Vice President of the Corporation, shall preside at all meetings of
shareholders.  In the  absence  of the  President  and the Vice  President,  the
shareholders  present shall, by a simple majority vote,  elect a chairman of the
meeting.
               (2)  The  Secretary of the Corporation shall act as  Secretary of
all meetings of shareholders; in the Secretary's absence, the chairman presiding
at any such meeting shall appoint a person to act as secretary of the meeting.

                                   ARTICLE IV

                                    DIRECTORS

     4.01      Number of  Directors:  The number of  Directors constituting  the
               --------------------
entire Board shall be one or such greater  number as shall be set by the vote of
a majority of the Board of Directors then authorized to hold office.  A Director
shall be at least  eighteen years of age and need not be a United States citizen
or resident of this State or a  shareholder  in the  Corporation.  Each Director
shall be elected by the  shareholders,  at the annual meeting of shareholders of
the  Corporation,  and shall be elected for the term of one year,  and until his
successor shall be elected and shall qualify.

     4.02      Term of  Directors:  The  Directors named in the  Certificate  of
               ------------------
Incorporation  shall hold office until the first annual meeting of shareholders,
and until their successors  shall have been elected and qualified.  At the first
annual  meeting of  shareholders  and at each  annual  meeting  thereafter,  the
shareholders  shall elect  Directors  to hold office  until the next  succeeding

                                      -10-
<PAGE>

annual meeting. Each Director shall hold office for the term for which he/she is
elected and until a successor shall have been elected and qualified.

     4.03      Removal  of  Directors:  Unless   otherwise   provided   in   the
               ----------------------
Certificate of Incorporation, any or all of the Directors of the Corporation may
be removed with or without cause by the  shareholders by the affirmative vote of
the  majority  of all  shares  then  entitled  to vote for the  election  of the
Directors.

     4.04      Quorum  of Board of Directors and Committees; Action of Directors
               -----------------------------------------------------------------
Without a Meeting:
-----------------

               (1)  The  participation  of  Directors  with  a majority  of  the
votes of the entire  Board of  Directors,  or of any  Committee  thereof,  shall
constitute a quorum for the transaction of business.

               (2)  Any  action  required or  permitted to be taken  pursuant to
authorization  voted at a meeting of the Board of  Directors,  or any  Committee
thereof,  may be taken without a meeting if, prior or subsequent to such action,
all members of the Board or such Committee,  as the case may be, consent thereto
in  writing  and  such  written  consents  are  filed  with the  minutes  of the
proceedings of the Board or Committee.

     4.05      Place of Board of  Directors  Meeting:  Meetings  of the Board of
               -------------------------------------
Directors may be held either within or without the State of New Jersey,  at such
times and places as the Board of Directors shall determine.

     4.06      Annual Meeting:  An annual  meeting of the newly elected Board of
               --------------
Directors shall be held immediately following the annual meeting of shareholders
(or immediately  following any adjournment  thereof) at the place of such annual
meeting of shareholders, for the

                                      -11-
<PAGE>

organization  of such Board of Directors  and for the  transaction  of any other
business as may conveniently  and properly be brought before such meeting.

     4.07      Meetings of the  Board of  Directors:
               ------------------------------------

               (1)  Regular meetings of the  Board of Directors may be held with
or without notice. Special meetings of the Board of Directors shall be held upon
notice to the  Directors  and may be called by the  President  upon at least one
days notice to each Director either  personally or by mail,  wire, or telephone;
special  meetings shall be called by the President or Secretary in a like manner
upon written request of one or more Directors. Notice of any meeting need not be
given to any Director who signs a written  waiver of notice,  whether  before or
after  the  meeting.  The  attendance  of any  Director  at a  meeting,  without
protesting  prior to the  conclusion  of the  meeting the lack of notice of such
meeting,  shall  constitute  an  effective  waiver of  notice by that  Director.
Neither the business to be transacted at, nor the purpose of, any meeting of the
Board of  Directors  need be specified in the notice or waiver of notice of such
meeting.

               (2)  Where appropriate communication  facilities  are  reasonably
available,  any or all Directors  shall have the right to  participate in all or
any part of a meeting of the Board of Directors,  or any Committee  thereof,  by
means of conference telephone or any means of communication by which all persons
participating in the meeting are able to hear each other.

     4.08      Adjournment:  A majority  of the  Directors  present,  whether or
               -----------
not a quorum is present,  may  adjourn  any  meeting to another  time and place.
Notice of the adjournment shall be given to all Directors who were absent at the
time of the adjournment. Notice of an adjourned meeting need not be given to any
Directors who were present at the time of the  adjournment  only if the time and
place are fixed at the meeting  adjourning and if the period of adjournment does
not exceed ten days in any one adjournment.

                                      -12-
<PAGE>

     4.09      Powers  of  Directors:  The Board  of Directors  shall manage  or
               ---------------------
direct  the  management  of the  business  and  affairs of the  Corporation.  In
addition to the powers and  authorities  expressly  conferred upon them by these
By-laws,  the Board may exercise all such powers of the  Corporation  and do all
such lawful acts and things as are not by statute or by these  By-laws  directed
or required to be exercised or done by the  shareholders.

     4.10      Compensation of Directors:  The Board,  by the  affirmative  vote
               -------------------------
of a majority of Directors in office and  irrespective of any personal  interest
of any of them,  shall have authority to establish  reasonable  compensation  of
Directors for services to the  Corporation as Directors,  officers or otherwise.

     4.11      Executive  Committees:  The  Board of  Directors,  by  resolution
               ---------------------
adopted by a majority of the entire Board, may appoint from among its members an
executive  committee and one or more other committees,  each of which shall have
one or more  members.  Each such  committee  shall have and may exercise all the
authority  delegated  to it by the Board,  except that no such  committee  shall
make,  alter or repeal  any  By-law of the  Corporation;  elect or  appoint  any
Director,  or remove any officer or Director;  submit to shareholders any action
that  requires  shareholders'  approval;  or  amend  or  repeal  any  resolution
theretofore  adopted by the Board which by its terms is amendable or  repealable
only by the Board.

     Actions taken at a meeting of any such  committee  shall be reported to the
Board at its next meeting  following such committee  meeting;  except that, when
the  meeting of the Board is held within two days after the  committee  meeting,
such report shall, if not made at the first meeting, be made to the Board at its
second meeting following such committee meeting.

                                      -13-
<PAGE>

                                    ARTICLE V

                                    OFFICERS

     5.01      Officers:  The  officers of the  Corporation  shall  consist of a
               --------
President, a Secretary,  a Treasurer,  and, if desired, a Chairman of the Board,
one or more  Vice  Presidents,  and  such  other  officers  as the  Board  deems
appropriate.  The  officers  shall be elected by the Board of  Directors  at its
annual meeting and shall hold office for one year and until their successors are
elected  and have  qualified,  subject  to  earlier  termination  by  removal or
resignation.  The Board may also  choose such  employees  and agents as it shall
deem necessary,  who shall hold their offices for such terms and shall have such
authority and shall perform such duties as from time to time shall be prescribed
by the Board.

     Unless  otherwise  provided  by law,  the Certificate  of Incorporation  or
these  By-laws,  any two or more  offices  may be held by the same person but no
officer shall  execute,  acknowledge,  or verify any instrument in more than one
capacity  if such  instrument  is  required  by law or by  these  By-laws  to be
executed, acknowledged, or verified by two or more officers.

     5.02      Salaries:  The salaries of all officers,  employees and agents of
               --------
the Corporation shall be fixed by the Board of Directors.

     5.03      Removal:  Any  officer  elected  or  appointed  by the  Board  of
               -------
Directors may be removed by the Board with or without cause.  An officer elected
by the shareholders may be removed,  with or without cause,  only by vote of the
shareholders  but his  authority  to act as an officer may be  suspended  by the
Board for cause.

     5.04      President:  The President shall be the chief executive officer of
               ---------
the  Corporation;  he/she shall preside at all meetings of the  shareholders and
Directors;  he/she shall have general

                                      -14-
<PAGE>

and active  management  of the business of the  Corporation,  shall see that all
orders and resolutions of the Board are carried into effect,  subject,  however,
to the right of the  Directors to delegate any specific  powers,  except such as
may be by  statute  exclusively  conferred  on the  President,  or to any  other
officer or officers of the  Corporation.  He/she shall execute bonds,  mortgages
and other contracts requiring a seal, under the seal of the Corporation.  He/she
shall be  EX-OFFICIO  a member of all  committees,  and shall  have the  general
powers and duties of supervision and management  usually vested in the office of
President of the Corporation.  He/she shall present a report of the condition of
the business of the Corporation at each annual meeting of the  shareholders  and
the Board of Directors.

     5.05      Vice  President:  The Vice President,  if one has been appointed,
               ---------------
shall be vested with all the powers and be required to perform all the duties of
the President in his/her  absence or refusal to act.  He/she shall also exercise
such  powers  and  perform  such  duties  as may be  properly  delegated  by the
President or the Board of Directors.

     5.06      Chairman of the Board: The Chairman of the Board, if one has been
               ---------------------
appointed,  shall  exercise  such  powers and  perform  such  duties as shall be
provided in the resolution proposing that a Chairman of the Board be elected.

     5.07      Secretary:  The Secretary shall keep full minutes of all meetings
               ---------
of the shareholders and Directors;  he/she shall be EX-OFFICIO  Secretary of the
Board of Directors;  he/she shall attend all sessions of the Board, shall act as
clerk thereof, and record all votes and the minutes of all proceedings in a book
to be kept for that  purpose;  and shall  perform  like duties for the  standing
committees when required. He/she shall give or cause to be given, notices of all
meetings of the shareholders of the Corporation and the Board of Directors,  and
shall  perform

                                      -15-
<PAGE>

such other duties as may be  prescribed  by the Board of Directors or President,
under whose supervision he/she shall be.

     5.08      Chief Financial Officer:  The Chief Financial Officer shall keep,
               -----------------------
or cause to be kept,  the books and records of account of the  Corporation.  The
Chief Financial Officer shall deposit all monies and other valuables in the name
and to the credit of the Corporation with such depositories as may be designated
from  time to time by  resolution  of the  Board of  Directors.  He or she shall
disburse  the  funds  of the  Corporation  as may be  ordered  by the  Board  of
Directors,  shall render to the President  and the Board,  whenever they request
it, an account of all of his transactions as Chief Financial  Officer and of the
financial  condition  of the  Corporation,  and shall have such other powers and
perform such other duties as may be prescribed from time to time by the Board or
as the President may from time to time delegate.

     5.09      Treasurer:  The Treasurer shall  keep full and  accurate accounts
               ---------
of receipts and  disbursements in books belonging to the Corporation,  and shall
deposit all moneys and other  valuable  effects in the name and to the credit of
the  Corporation,  in such  depositories  as may be  designated  by the Board of
Directors.  He/she shall disburse the funds of the Corporation as may be ordered
by the Board, taking proper vouchers for such disbursements, and shall render to
the President and Directors,  at the regular  meetings of the Board, or whenever
they may require it, an account of all his/her  transactions as Treasurer and of
the financial  condition of the  Corporation,  and shall submit a full financial
report at the annual meeting of the  shareholders.

     5.10      Assistant  Secretary   or  Assistant  Treasurer:  Any   Assistant
               -----------------------------------------------
Secretary or Assistant  Treasurer,  if one has been  appointed,  shall be vested
with all the powers and be required  to perform all the duties of the  Secretary
or Treasurer,  respectively,  in his/her absence or refusal to

                                      -16-
<PAGE>

act.  He/she shall also  exercise  such powers and perform such duties as may be
properly delegated by the President or the Board of Directors.

                                   ARTICLE VI

                                    VACANCIES

     6.01      Directors:  Any  directorship  not filled  at the annual meeting,
               ---------
any  vacancy,  however  caused,  occurring  in  the  Board,  and  newly  created
directorships  resulting from an increase in the authorized number of Directors,
may be filled by the affirmative  vote of a majority of the remaining  Directors
even though less than a quorum of the Board, or by a sole remaining Director.  A
Director  so elected by the Board shall hold office  until his  successor  shall
have been elected and qualified.  If, for any reason,  the Corporation  shall at
any time have no Directors then in office,  any  shareholder  may call a special
meeting  of  shareholders  for the  election  of  Directors  and,  over  his/her
signature,  shall give notice of such meeting in accordance  with these By-laws.

     6.02      Officers:  Any  vacancy  occurring among  the  officers,  however
               --------
caused,  shall be filled  by the  Board of  Directors.

     6.03      Resignations: Any Director or other officer may resign by written
               ------------
notice to the  Corporation.  The  resignation  shall be  effective  upon receipt
thereof by the  Corporation or at such  subsequent time as shall be specified in
the notice of resignation.

                                   ARTICLE VII

                               SHARE CERTIFICATES

     7.01      Certificates:  The share certificates of the Corporation shall be
               ------------
in such form as the Board of Directors may from time to time prescribe and shall
be  numbered  consecutively  and

                                      -17-
<PAGE>

registered in the transfer  records of the Corporation as they are issued.  When
issued,  they shall bear the holder's  name,  the number of shares,  the date of
issue,  and shall be  signed  by the  President  of the  Corporation.  The Share
certificates  may also be  countersigned by the Secretary of the Corporation and
may be  sealed  with  the  corporate  seal or a  facsimile  thereof.  Any or all
signatures upon a certificate may be a facsimile.

     7.02      Uncertificated  Shares:  The Board of Directors  may provide that
               ----------------------
some or all of the  shares  of any  class  or  series  shall be  represented  by
uncertificated  shares.  Within a reasonable time after the issuance or transfer
of  uncertificated  shares,  the Corporation  shall send to the registered owner
thereof a written notice containing the information  required to be set forth or
stated on certificates as provided in Chapter 7 of the Act.

     7.03      Transfer of Shares:  Upon  surrender  to the  Corporation  or the
               ------------------
transfer agent of the  Corporation of a certificate  for shares duly endorsed or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, and cancel the old certificate. Every such transfer
shall be entered on the transfer book of the Corporation  which shall be kept at
its  principal  office.  No  transfer  shall be made  within  fifteen  days next
preceding the annual meeting of shareholders.

     7.04      Fractional Shares. The Corporation may, but shall not be required
               -----------------
to,  issue  certificates  for  fractions  of a share where  necessary  to effect
authorized  transactions,  or the  Corporation may pay in cash the fair value of
fractions  of a share  as of the  time  when  those  entitled  to  receive  such
fractions  are  determined,  or it may issue scrip in  registered or bearer form
over the manual or facsimile  signature of an officer of the  Corporation  or of
its agent,  exchangeable  as therein  provided for full  shares,  but such scrip
shall not  entitle the holder to any rights of a  shareholder  except as therein
provided.

                                      -18-
<PAGE>

     7.05      Loss of Certificates: In the event that a share certificate shall
               --------------------
be lost,  destroyed or mutilated,  a new certificate may be issued therefor upon
such  terms and  indemnity  to the  Corporation  as the Board of  Directors  may
prescribe.

                                  ARTICLE VIII

                               BOOKS AND ACCOUNTS

     8.01      Records:  The Corporation shall keep books and records of account
               -------
and minutes of the  proceedings  of the  shareholders,  Board of  Directors  and
executive committee, if any. Such books, records and minutes may be kept outside
this State. The Corporation shall keep at its principal  office,  its registered
office,  or at the office of its transfer agent, a record or records  containing
the names and  addresses of all  shareholders,  the number,  class and series of
shares  held by each and the dates when they  respectively  became the owners of
record thereof. Any of the foregoing books, minutes or records may be in written
form or in any other form capable of being converted into readable form within a
reasonable time.

     8.02      Inspection:  Any person  who shall  have  been a  shareholder  of
               ----------
record of the  Corporation  for at least six months  immediately  preceding  his
demand, or any person holding, or so authorized in writing by the holders of, at
least five  percent of the  outstanding  shares of any class or series,  upon at
least five days written  demand  shall have the right for any proper  purpose to
examine in person or by agent or attorney,  during  usual  business  hours,  the
minutes of the proceedings of the shareholders and record of shareholders and to
make extracts therefrom at the places where the same are kept.

                                      -19-
<PAGE>

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

     9.01      Monetary Disbursements: All checks or demands for money and notes
               ----------------------
of the  Corporation  shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

     9.02      Fiscal Year: The Board of Directors shall be authorized to choose
               -----------
the initial fiscal year of the Corporation,  and to change that fiscal year from
time to time.

     9.03      Dividends:  The Board of Directors  may declare and pay dividends
               ---------
upon the  outstanding  shares of the  Corporation  from time to time and to such
extent as they deem  advisable,  in the manner and upon the terms and conditions
provided by statute and the Certificate of Incorporation.

     9.04      Reserve:  Before  payment of any dividend  there may be set aside
               -------
such  sum or  sums as the  Directors,  from  time to  time,  in  their  absolute
discretion,  think  proper  as a  reserve  fund  to meet  contingencies,  or for
equalizing  dividends,  or for  repairing  or  maintaining  any  property of the
Corporation, or for such other purpose as the Directors shall think conducive to
the interests of the Corporation, and the Directors may abolish any such reserve
in the manner in which it was created.

     9.05      Giving Notice: Whenever written notice is required to be given to
               -------------
any person,  it may be given to such person,  either  personally or by sending a
copy thereof  through the mail. If notice is given by mail,  the notice shall be
deemed to be given when deposited in the mail addressed to the person to whom it
is directed at his last address as it appears on the records of the Corporation,
with postage pre-paid thereon. Such notice shall specify the place, day and hour

                                      -20-
<PAGE>

of the meeting and, in the case of a shareholders'  meeting,  the general nature
of the business to be transacted.

     In  computing  the period of time for the giving of any notice  required or
permitted by statute, or by the Certificate of Incorporation or these By-laws or
any  resolution  of  Directors or  shareholders,  the day on which the notice is
given  shall be  excluded,  and the day on which the matter  noticed is to occur
shall be included.

     9.06      Loans to Directors,  Officers or Employees:  The Corporation  may
               ------------------------------------------
lend  money  to, or  guarantee  any  obligation  of, or  otherwise  assist,  any
Director, officer or employee of the Corporation or of any subsidiary,  whenever
it may reasonably be expected to benefit the Corporation.

     9.07      Disallowed  Compensation:  Any  payments  made to an  officer  or
               ------------------------
employee of the  Corporation  as salary,  commission,  bonus,  interest or rent,
which shall be  disallowed  in whole or in part as a  deductible  expense by the
Internal Revenue Service, shall be reimbursed by such officer or employee to the
Corporation to the full extent of such disallowance. It shall be the duty of the
Directors,  as a Board,  to enforce payment of each such amount  disallowed.  In
lieu of payment by the officer or employee,  subject to the determination of the
Directors,  proportionate  amounts may be withheld from his future  compensation
payments until the amount owed to the Corporation has been recovered.

                                    ARTICLE X

                                   AMENDMENTS

     10.01     Amendments:  The  Board of  Directors  shall have power to adopt,
               ----------
amend or repeal these By-laws.  By-laws adopted by the Board of Directors may be
repealed  or  changed,  and  new

                                      -21-
<PAGE>

By-laws made, by the  shareholders,  and the shareholders may prescribe that any
By-law  made by them shall not be  altered,  amended or repealed by the Board of
Directors.  The Board of Directors of the Corporation is expressly authorized to
adopt, amend or repeal the By-laws of the Corporation,  subject, however, to any
limitation thereof contained in these By-laws.  The shareholders also shall have
the power to adopt,  amend or repeal the By-laws of the  Corporation;  provided,
however,  that, in addition to any vote of the holders of any class or series of
stock of the Corporation required by law or by the Certificate of Incorporation,
the affirmative vote of the holders of at least sixty six and two-thirds percent
(66  2/3%) of the  voting  power of all of the then  outstanding  shares  of the
capital stock of the  Corporation  entitled to vote generally in the election of
Directors,  voting together as a single class, shall be required to adopt, amend
or repeal any provision of the By-laws of the Corporation;  and provided further
that in  addition  to any vote of the holders of any class or series of stock of
the  Corporation  required by law or by the  Certificate of  Incorporation,  the
affirmative  vote of the holders of at least eighty  percent (80%) of the voting
power  of all of the  then  outstanding  shares  of  the  capital  stock  of the
Corporation  entitled to vote  generally  in the election of  Directors,  voting
together as a single  class,  shall be  required  to adopt,  amend or repeal any
provision   of  ARTICLE  XI  of  the   By-laws  of  the   Corporation   entitled
"INDEMNIFICATION AND INSURANCE."

                                   ARTICLE XI

                          INDEMNIFICATION AND INSURANCE

     11.01     Indemnification:   The  Corporation  shall  indemnify  and   hold
               ---------------
harmless,  to the fullest extent  permitted by law as it presently exists or may
hereafter be amended,  any person who was or is made or is threatened to be made
a party or is otherwise  involved in any action or

                                      -22-
<PAGE>

suit,  whether  or not by or in the  right of the  Corporation,  or  proceeding,
whether  civil,  criminal,  administrative  or  investigative  (collectively,  a
"proceeding")  by reason  of the fact  that he,  or a person  for whom he is the
legal representative,  is or was a Director,  officer,  employee or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
Director, officer, employee or agent of another corporation or of a partnership,
joint venture,  trust,  enterprise or nonprofit  entity,  including service with
respect to employee  benefit  plans,  against all liability and loss,  including
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement,  incurred,  suffered or paid by or on behalf of such person,  and
expenses (including attorneys' fees) reasonably incurred by such person.

     11.02     Payment of  Expenses:  The  Corporation  shall  pay the  expenses
               --------------------
(including  attorneys'  fees) incurred in defending any proceeding in advance of
its final disposition,  provided, however, that the payment of expenses incurred
by a Director or officer in advance of the final  disposition  of the proceeding
shall be made only upon receipt of an  undertaking by the Director or officer to
repay  all  amounts  advanced  if it should be  ultimately  determined  that the
Director or officer is not  entitled  to be  indemnified  under this  Article or
otherwise.

     11.03     Claims:  The  right to  indemnification  and  payment of expenses
               ------
under the  Certificate of  Incorporation,  these By-laws or otherwise shall be a
contract right. If a claim for indemnification or payment of expenses under this
Article is not paid in full within sixty days after a written claim therefor has
been  received by the  Corporation,  the  claimant  may file suit to recover the
unpaid  amount of such claim and, if  successful  in whole or in part,  shall be
entitled to be paid the expense of  prosecuting  such claim.  In any such action
the  Corporation  shall  have the burden of proving  that the  claimant  was not
entitled  to  the  requested   indemnification  or  payment  of  expenses  under
applicable law.

                                      -23-
<PAGE>

     11.04     Non-Exclusivity of Rights: The rights conferred  on any person by
               -------------------------
this  Article  shall not be  exclusive of any other rights which such person may
have or hereafter  acquire under any statute,  provision of the  Certificate  of
Incorporation,  these By-laws,  agreement, vote of shareholders or disinterested
Directors or otherwise.

     11.05     Other Indemnification:  The Corporation's  obligation, if any, to
               ---------------------
indemnify  any  person  who was or is  serving  at its  request  as a  Director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may collect as indemnification from such other corporation,  partnership,  joint
venture, trust, enterprise or nonprofit enterprise.

     11.06     Insurance:  The Board  of Directors may cause the  Corporation to
               ---------
purchase and maintain insurance on behalf of any person who is or was a Director
or  officer  of the  Corporation  or is or was  serving  at the  request  of the
Corporation  as a  Director  or  officer  of  another  Corporation,  or  as  its
representative  in a  partnership,  joint  venture,  trust or  other  enterprise
against any  liability  asserted  against  such person and  incurred in any such
capacity or arising out of such  status,  whether or not the  Corporation  would
have the power to indemnify such person.

     11.07     Amendment or Repeal:  Any repeal or modification of the foregoing
               -------------------
provisions of this Article XI shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
time of such repeal or modification.

                                 * * * * * * * *




                                      -24-
<PAGE>

                                SCHEDULE 3.1(xi)
                         OPINION OF ARTHUR ANDERSEN LLP
                        RELATING TO TAX-FREE DISTRIBUTION



<PAGE>



March 3, 2000


Board of Directors
Intelligroup, Inc.
499 Thornall Street
Edison, New Jersey 08837


Dear Ladies and Gentlemen:

You  have  requested  our  opinion  as  to  certain  U.S.   federal  income  tax
consequences  under the Internal  Revenue Code of 1986, as amended ("the Code"),
resulting from the proposed  contribution (the  "Contribution") of the "Internet
Solutions  Group  Division" by  Intelligroup,  Inc.  ("ITIG") to SeraNova,  Inc.
("SeraNova")  followed by the distribution by ITIG of SeraNova stock pro rata to
the shareholders of ITIG (the  "Distribution")  under Sections  368(a)(1)(D) and
3551  pursuant  to a  plan  described  in the  Contribution  Agreement  and  the
Distribution Agreement dated January 1, 2000 (the "Principal  Agreements").2 All
other terms used herein and not otherwise  defined have the meanings ascribed to
them in the Principal Agreements.

In  rendering  our  opinion,  we have  assumed  that  the  Contribution  and the
Distribution  will occur in accordance with the Principal  Agreements,  and that
there are no other formal or informal  arrangements between ITIG, any parties to
the Distribution,  any parties to the Principal Agreements,  or any shareholders
thereof.  In addition,  we have  assumed the due  authorization,  execution  and
delivery  by  each  party  thereto  of all  documents,  the  genuineness  of all
signatures,  the  authority of all persons  signing such  documents on behalf of
each party thereto,  the legal capacity of all natural persons, the authenticity
of all documents submitted to us as originals and the conformity to the original
document of any document submitted to us as a certified, conformed, or photostat
copy.  Further,  we have  relied on and assumed to be  accurate,  as of the date
hereof and as of the date of the Distribution,  and without further inquiry (and
without  limitation  as  to  knowledge  and  belief),   the  certifications  and
representations made by, and on behalf of, ITIG, SeraNova, and the stockholders,
and all other parties contained in the representation letter addressed to us. We
have not audited or otherwise  attempted to verify the accuracy or  completeness
of any of the foregoing.



          (a)  Premise of Opinion


Our opinion is limited to the federal income tax matters addressed  herein,  and
no other  opinions are rendered  with respect to other federal tax matters or to
any  issues  arising  under  the tax  laws of any

--------
1 Unless otherwise indicated, all section references are to the Internal Revenue
Code and the Treasury Regulations promulgated  thereunder.
2 The  term  Principal  Agreements  refers to the  Contribution  Agreement dated
January 1, 2000 and the  Distribution  Agreement  dated  January  1,  2000.  Any
reference to the "Principal  Agreements"  also includes  Registration  Statement
filed on Form 10 by SeraNova  with the  Securities  and Exchange  Commission  on
January 27, 2000.

<PAGE>

foreign country,  state, or locality.  The opinion  expressed herein is based on
our  interpretation  of the  Code,  income  tax  regulations  thereunder,  court
decisions,  rulings and procedures  issued by the Internal  Revenue Service (the
"Service") as of the date of this letter,  and other  authorities that we deemed
relevant.  Should there be any change,  including any change having  retroactive
effect,  in the Code, the  regulations and rulings issued  thereunder,  judicial
interpretations  thereof, or in current  understanding and interpretation of tax
accounting practices,  the opinion expressed herein would necessarily have to be
reevaluated  in light  of any  such  changes.  Additionally,  should  any of the
representations  or facts set forth  herein  prove to be  either  incomplete  or
inaccurate,  as of  the  date  hereof,  our  opinion  may  change.  We  have  no
responsibility  to  update  our  opinion  for  changes  in  facts,  assumptions,
representations,  or technical  authorities that arise after the date of our tax
opinion.

We have not considered any non-income tax or any state, local, foreign, or other
income tax  consequences,  and  therefore  we express no opinion  regarding  the
treatment that would be accorded the  Distribution  for such  purposes.  We also
express no opinion  on non-tax  issues,  such as  corporate  or  securities  law
matters,  including  whether  any tax  disclosures  included in  documents  made
available  to the  shareholders  of ITIG or the public are  adequate  within the
requirements  of the  securities  or corporate  laws that govern the issuance of
such  documents  and  disclosures.  Further,  our  opinion  does not address the
potential tax  ramifications  to the parties named herein or the stockholders of
any transaction  other than the Distribution and Contribution  described herein.
Our opinion does not address the tax  consequences of the Distribution to a ITIG
stockholder that has a special status, including insurance companies; tax-exempt
entities;  financial  institutions  or  broker-dealers;   foreign  corporations;
estates  and  trusts  not  subject to U.S.  federal  income tax on their  income
regardless  of source;  persons who are not  citizens or residents of the United
States;  and persons  who  acquired  their ITIG common  stock as a result of the
exercise of an employee  stock option,  pursuant to an employee  stock  purchase
plan, or otherwise as compensation.

Opinion
-------

We are of the opinion,  based upon our  interpretation of the Code, the Treasury
regulations,  existing  administrative and judicial  interpretations thereof and
the foregoing facts, information,  assumptions and representations,  all assumed
to be accurate as of the date hereof, that for U.S. federal income tax purposes:

1.   The  transfer by ITIG to SeraNova of the assets of the  Internet  Solutions
     Group  Division  in  exchange  for all the  stock  of  SeraNova,  plus  the
     assumption  by  SeraNova  of  liabilities   associated  with  the  Internet
     Solutions Group Division,  followed by the pro rata  distribution of all of
     the  stock  of  SeraNova  to  ITIG's   shareholders  should  qualify  as  a
     reorganization within the meaning of Section 368(a)(1)(D) of the Code. ITIG
     and  SeraNova  should  each be a "party to the  reorganization"  within the
     meaning of Section 368(b).

2.   ITIG should recognize no gain or loss on the transfer of assets to, and the
     assumption of the  liabilities  referred to above by,  SeraNova in exchange
     for the stock of SeraNova. Sections 361(a) and 357(a) of the Code.

3.   SeraNova should recognize no gain or loss on the receipt of the assets from
     ITIG in exchange for SeraNova stock. Section 1032(a) of the Code.

4.   SeraNova's  basis in the assets  received  from ITIG should be equal to the
     basis of such assets in the hands of ITIG immediately before such transfer.
     Section 362(b) of the Code.

                                      -2-
<PAGE>

5.   SeraNova's  holding  period of each asset received from ITIG should include
     the period during which ITIG held such asset. Section 1223(2) of the Code.

6.   ITIG  should  recognize  no gain or loss upon its  distribution  of all the
     SeraNova stock to the ITIG shareholders. Section 361(c)(1) of the Code.

7.   The ITIG  shareholders  should  recognize  no gain or loss  (and no  amount
     should be included in the income of the ITIG shareholders) upon the receipt
     of SeraNova stock in the Distribution. Section 355(a)(1) of the Code.

8.   The aggregate  basis of the ITIG stock and the SeraNova  stock in the hands
     of each ITIG shareholder  after the Distribution  should be the same as the
     aggregate basis of the ITIG stock held by each ITIG shareholder immediately
     before the Distribution,  allocated between the ITIG stock and the SeraNova
     stock in  proportion  to the fair market value of each in  accordance  with
     Treas. Reg.  ss.1.358-2(a)(2).  Section  358(a)(1), (b)(2),  and (c) of the
     Code.

9.   The  holding  period  of the  SeraNova  stock  received  by the  each  ITIG
     shareholder  should include the period that the ITIG  shareholder  has held
     the ITIG stock as of the date of the  Distribution,  provided that the ITIG
     stock  is  held  as a  capital  by  such  shareholder  on the  date  of the
     Distribution. Section 1223(1) of the Code.

10.  As  provided in  section 312(h), proper allocation  of earnings and profits
     between ITIG and SeraNova should be made in accordance with Treas. Reg. ss.
     1.312-10(a).

This opinion is not binding on the Service,  and there can be no assurance  that
the Service will not take positions  contrary to the opinion  expressed  herein.
However,  if the Service  challenges the tax treatment of the Distribution,  the
opinion  expressed  herein  reflects our  assessment of the probable  outcome of
litigation based solely on an analysis of the existing tax authorities  relating
to the issues that are the subject of this opinion.

This opinion is solely for the benefit of ITIG, SeraNova, and their stockholders
and is not intended to be relied upon by any other  party.  Except to the extent
expressly  permitted hereby, and without the prior written consent of this firm,
our opinion may not be quoted in whole or in part,  or otherwise  referred to in
any documents or delivered to any person or entity.  Any such  authorized  other
party  receiving a copy of our opinion  must consult and rely upon the advice of
their own counsel, accountant, or other advisor.


Very truly yours,

ARTHUR ANDERSEN LLP



By
    Richard D. Moriarty



                                      -3-
<PAGE>

                                  SCHEDULE 8.8

                              SURVIVING AGREEMENTS

     1.   Distribution Documents

Source: OneCLE Business Contracts.