SEPARATION AGREEMENT

If necessary and to the extent allowed by operation of law, Intelligroup further agrees to prepare and file all necessary reporting of such transactions on behalf of Poomalil as may be required by the Securities and Exchange Commission (“SEC”), including but not limited to forms 4 and 5, for any transactions involving Intelligroup stock, provided that Poomalil provides the appropriate information required for such filings in a timely fashion.

          6.     Poomalil and Intelligroup, for and in consideration of certain benefits set forth in this Agreement, hereby irrevocably and unconditionally release and forever discharge all claims, cause(s) of action, and suit(s), either party had or may have against the other, known or unknown, including, without limitation, any claims that may or have arisen out of any agreements between Poomalil and Intelligroup (other than those discussed in Section 7), Poomalil’s employment with and separation from Intelligroup, any claims for breach of contract or claims under the New Jersey Law Against Discrimination, New Jersey Conscientious Employee Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, as amended, any state or federal anti-discrimination or anti-retaliation statute and any and all other claims, known or unknown through the date of this Agreement.  The only claims excluded from the foregoing include any claims relating to enforcement of the terms of this Agreement.

          7.     All rights and obligations contained with the Executive Employment Agreement, and the attachments thereto, entered into between Poomalil and Intelligroup, dated June 1, 2005, shall remain in full force and effect to the extent any such terms and conditions expressly survive resignation of employment.  To the extent called upon by Intelligroup, Poomalil agrees to reasonably assist and support Intelligroup with any future claims, court proceedings, litigation or other similar matters in which Poomalil has material knowledge.

          8.     The Parties agree that any requests for references for Poomalil will only be directed to the VP of Human Resources of Intelligroup.  Intelligroup agrees that in response to such reference requests, favorable or neutral references will be provided.

          9.    It is understood and agreed that nothing in this Agreement constitutes an admission by either party of any type of wrongdoing or liability.

          10.   Poomalil represents that he will in no way disparage Intelligroup including, without limitation, its management and its Board, or make or solicit any comments, statements, or the like to any customers, partners, shareholders, media or others that may be considered derogatory or detrimental to the good name and business reputation of Intelligroup or any of the foregoing parties. Poomalil retains the rights, so long as he is a shareholder of Intelligroup, to exercise the same rights as any other Intelligroup shareholder.   Intelligroup represents that neither it, its management and its Board shall in any way disparage Mr. Poomalil or make or solicit any comments, statements or the like that may be considered derogatory or detrimental to the good name and reputation of Mr. Poomalil.

          11.   Poomalil shall, at Intelligroup’s reasonable request and at Intelligroup’s expense, make himself available to reasonably consult with Intelligroup on matters of which he has material knowledge for no less than ninety (90) days following the execution of this Agreement.