AMENDED AND RESTATED PROMISSORY NOTE

US $15,100,000                                                      May 31, 2000


      FOR VALUE RECEIVED, the undersigned, SeraNova, Inc. (the "Obligor"), a New
Jersey corporation,  having its principal office at 499 Thornall Street, Edison,
New Jersey 08837, hereby promises to pay to the order of Intelligroup, Inc. (the
"Holder"), a New Jersey corporation, at the office of the Holder at 499 Thornall
Street,  Edison,  New Jersey  08837 or at such other  location as the Holder may
designate from time to time, the principal amount of fifteen million one hundred
thousand dollars ($15,100,000). The Obligor also promises to pay to the order of
the Holder simple  interest on the  principal  amount hereof at a rate per annum
equal to one half of one percent  (1/2%) above the Prime Rate as reported in the
Wall Street Journal on the date of this Note, which interest shall be payable at
such time as set forth hereunder. Interest shall be calculated on the basis of a
year of 365 days and for the number of days  actually  elapsed.  Any  amounts of
interest and principal not paid when due shall bear interest at the maximum rate
of interest  allowed by  applicable  law. The payments of principal and interest
hereunder  shall be made in coin or  currency  of the  United  States of America
which at the time of payment  shall be legal  tender  therein for the payment of
public and private debts.

      This  Note  shall  be  subject  to  the  following  additional  terms  and
conditions:

        1.  Payments.  Unless prepaid in full pursuant to Section 2 or Section 7
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            hereof,  all unpaid  principal  shall be due and  payable in full on
            July 31, 2001 (the "Maturity  Date").  In the event that any payment
            to be made hereunder shall be or become due on a Saturday, Sunday or
            any other day which is a legal  bank  holiday  under the laws of the
            State of New Jersey, such payment shall be or become due on the next
            succeeding business day.

        2.  Optional Prepayment. The Obligor shall have the right at any time to
            -------------------
            prepay the principal hereof in whole or in part,  without premium or
            penalty,  prior to the Maturity Date,  provided that interest on the
            principal  hereof  to be so  prepaid,  accrued  to the  date of such
            prepayment,  shall be paid concurrently  therewith.  Amounts prepaid
            under the terms of this Note shall be applied in the  discretion  of
            the Holder.


<PAGE>

        3.  Mandatory Prepayment; Application of Proceeds From Financing.
            ------------------------------------------------------------
            Notwithstanding  any provision  herein to the contrary,  the Obligor
            shall make a  mandatory  prepayment  of  principal  in the amount of
            three million dollars  ($3,000,000) on or before September 30, 2000.
            Further,  in the  event  that the  Obligor  consummates  any debt or
            equity financing  (excluding its proposed credit facility with Fleet
            Credit  Corporation),  the Obligor  shall  first apply the  proceeds
            therefrom  to make a mandatory  prepayment  of the balance due under
            this Note in accordance  with the schedule set forth below until the
            balance of  principal  and accrued  interest  due under this Note is
            paid in full. The following schedule of mandatory  prepayments shall
            be based on the cumulative gross proceeds  resulting from any one or
            more debt or equity financings by the Obligor:

                a)  up to $2,000,000, no mandatory prepayment shall be made from
                    Obligor to Holder;

                b)  from  $2,000,000.01  to  $10,000,000,  Obligor  shall make a
                    mandatory  prepayment  equal to 50% of the net  proceeds  in
                    excess of $2,000,000;

                c)  from  $10,000,000.01  to  $15,000,000,  Obligor shall make a
                    mandatory  prepayment  equal to 75% of the net  proceeds  in
                    excess of $10,000,000; and

                d)  in excess of  $15,000,000,  Obligor  shall make a  mandatory
                    prepayment   of  all  of  the  net  proceeds  in  excess  of
                    $15,000,000.

            Notwithstanding the above, in the event that the Obligor consummates
            a single  debt or  equity  financing  of at least  $20,000,000,  the
            Obligor shall make a mandatory  prepayment of the entire balance due
            under this Note.  Amounts prepaid under the terms of this Note shall
            be applied in the discretion of the Holder.  Nothing herein shall be
            construed  to waive the  Obligor's  obligation  to repay all amounts
            outstanding hereunder on the Maturity Date.

        4.  No Waiver.   No failure or  delay by the  Holder in  exercising  any
            ---------
            right, power or privilege under this Note 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.  No course of dealing  between  the Obligor and the
            Holder shall operate as a waiver of any rights by the Holder.

        5.  Waiver of  Presentment  and Notice of Dishonor.  The Obligor and all
            ----------------------------------------------
            endorsers,  guarantors  and other  parties  that may be liable under
            this Note hereby waive presentment,  notice of dishonor, protest and
            all other  demands  and  notices in  connection  with the  delivery,
            acceptance, performance or enforcement of this Note.

                                      -2-
<PAGE>

        6.  Place  of  Payment.  All payments  of principal of this Note and the
            ------------------
            interest due thereon shall be made at such  place as the  Holder may
            from time to time designate in writing to the Obligor.

        7.  Events of Default.  The entire unpaid  principal amount of this Note
            -----------------
            and the  interest  due  thereon  shall, at the  option of the Holder
            exercised by written notice to the Obligor,  forthwith become and be
            due  and  payable,  without presentment,  demand,  protest or  other
            notice of any kind, all of which are hereby expressly waived, if any
            one or  more of the  following   events  (herein  called  "Events of
            Default")  shall  have  occurred  (for  any  reason  whatsoever  and
            whether such  happening  shall be  voluntary or  involuntary or come
            about or  be  effected  by  operation  of law  or  pursuant to or in
            compliance with any judgment,  decree or  order of  any court or any
            order,  rule or regulation of  any  administrative  or  governmental
            body) and be continuing at the time of such notice,  that is to say:

              a)  if default  shall be made in the due and  punctual  payment of
                  the  principal  of this Note and the interest due thereon when
                  and as the same  shall  become  due and  payable,  whether  at
                  maturity,  or by acceleration  or otherwise,  and such default
                  shall have continued for a period of five days;

              b)  if default  shall be made in the due and  punctual  payment of
                  any amount due from the Obligor to the Holder  pursuant to any
                  of the  following  inter-company  agreements:  (i) Tax Sharing
                  Agreement,  (ii) Space Sharing  Agreement,  and (iii) Services
                  Agreement,  each of which is dated as of January 1, 2000,  and
                  such default shall have continued for a period of ten days;

              c)  if the Obligor shall:

                  (i)   admit  in  writing  its  inability  to  pay  its   debts
                        generally as they become due;

                  (ii)  file a  petition in  bankruptcy  or a  petition to  take
                        advantage of any insolvency act;

                  (iii) make an assignment for the benefit of creditors;

                  (iv)  consent to  the appointment of a receiver of  the  whole
                        or any substantial part of his property;

                  (v)   on  a  petition  in  bankruptcy  filed  against  it,  be
                        adjudicated a bankrupt; or

                  (vi)  file a  petition  or answer  seeking  reorganization  or
                        arrangement  under the  Federal  bankruptcy  laws or any
                        other  applicable law or statute of the United States of
                        America or any State, district or territory thereof;

                                       -3-
<PAGE>

              d)  if a court of  competent  jurisdiction  shall  enter an order,
                  judgment,  or decree  appointing,  without  the consent of the
                  Obligor,  a receiver of the whole or any  substantial  part of
                  Obligor's property,  and such order,  judgment or decree shall
                  not be vacated or set aside or stayed  within 90 days from the
                  date of entry thereof; or

              e)  if,  under the  provisions  of any other law for the relief or
                  aid of  debtors,  any court of  competent  jurisdiction  shall
                  assume custody or control of the whole or any substantial part
                  of Obligor's property and such custody or control shall not be
                  terminated   or  stayed  within  90  days  from  the  date  of
                  assumption of such custody or control.

        8.  Remedies. In case any one or more of the Events of Default specified
            --------
            in  Section 7 hereof  shall have  occurred and  be  continuing,  the
            Holder may  proceed to  protect  and  enforce  its rights  either by
            suit in equity  and/or by  action at law,  whether for the  specific
            performance of any  covenant or agreement  contained in this Note or
            in aid of the  exercise of any power  granted in this  Note,  or the
            Holder  may  proceed  to  enforce  the  payment of all sums due upon
            this Note or to enforce  any other legal or  equitable  right of the
            Holder.

        9.  Expenses.  Obligor  shall pay  Holder any  reasonable  out-of-pocket
            --------
            expenses  (including  reasonable  legal  fees)  arising out of or in
            connection  with any action or proceeding  (including  any action or
            proceeding  arising in or related to any  insolvency,  bankruptcy or
            reorganization  involving  or affecting  Obligor)  taken to protect,
            enforce, determine or assert any right or remedy under this Note.

        10. Severability.  In the event  that one or more of the  provisions  of
            ------------
            this  Note  shall  for  any  reason  be  held  invalid,  illegal  or
            unenforceable  in  any  respect,  such  invalidity,   illegality  or
            unenforceability  shall not affect any other provision of this Note,
            but this Note  shall be  construed  as if such  invalid,  illegal or
            unenforceable provision had never been contained herein.

        11. Governing Law.  This  Note and  the  rights and  obligations of  the
            -------------
            Obligor  and  the  Holder  shall  be  governed by and  construed  in
            accordance with the laws of the State of New Jersey.



                                    ********

                                      -4-
<PAGE>

      IN WITNESS  WHEREOF,  the  undersigned has caused this Note to be executed
and delivered on the date first written above.

                                       SERANOVA, INC.


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

AGREED TO BY:


/s/ Nicholas Visco
------------------------------
Holder:  Intelligroup, Inc.
         Nicholas Visco
         VP Finance & CFO

Source: OneCLE Business Contracts.