INTELLIGROUP INC
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
<TEXT>


                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                     ---------------------------------------

      This First Amendment to Employment Agreement (this "Amendment"),  is dated
September 1st, 1999 (the "Effective Date"),  between  Intelligroup,  Inc., a New
Jersey corporation (the "Company") and Matthew Shocklee (the "Executive").

                                   STATEMENTS
                                   ----------

      A.    The Company and  Executive  are parties to that  certain  Employment
Agreement dated as of November 18, 1998 (the "Employment Agreement").

      B.    The  Company  and the  Executive  desire  to  amend  the  Employment
Agreement to reflect  mutually  agreed upon revised  terms of  employment of the
Executive in accordance with the provisions of this Amendment.

      C.    The Executive desires and is willing to accept continued  employment
with the Company in accordance with the terms and conditions of the Amendment.

      NOW, THEREFORE, the parties agree as follows:

ARTICLE 1.  AMENDMENT
---------------------

      Article  1.1  of  the  Employment  Agreement  is  amended  to  change  the
Executive's  title  from  Vice  President  to  President,  Enterprise  Solutions
Group-North America, effective September 1st, 1999.

ARTICLE 2.  REFERENCE TO AND EFFECT ON THE EMPLOYMENT AGREEMENT
---------------------------------------------------------------

       2.1. On and after the date first set forth above, each reference to "this
Agreement",  "the  Agreement",  "hereunder",  "herein",  or words of like import
shall mean and be a reference to the Employment  Agreement as amended hereby. No
reference to this  Amendment  need be made in any  instrument or document at any
time  referring  to the  Employment  Agreement,  a reference  to the  Employment
Agreement in any of such  instrument or document deemed to be a reference to the
Employment Agreement as amended hereby.

       2.2. Except  as  expressly  amended  by this  Amendment,  the  Employment
Agreement shall remain in full force and effect.

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ARTICLE 3.  GOVERNING LAW
-------------------------

      This  Amendment  is governed  by and is to be  construed  and  enforced in
accordance  with the laws of New Jersey as though made and to be fully performed
in New Jersey (without regard to the conflicts of law rules of New Jersey).

ARTICLE 4.  COUNTERPARTS
------------------------

      This  Amendment  may be executed one or more  counterparts,  each of which
shall be deemed an original, but all of which together shall constitute a single
instrument.

       IN WITNESS WHEREOF, the parties have signed this Agreement.

                                          INTELLIGROUP, INC.



Dated: September 1st, 1999            By: /s/ Ashok Pandey
       -------------------                ----------------------------------
                                          Ashok Pandey
                                          Co-Chief Executive Officer



Dated:   12-19-99                     By: /s/ Matthew Shocklee
       -------------------                ---------------------------------
                                          Matthew Shocklee



                                     - 2 -
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                               INTELLIGROUP, INC.


                      Compensation Letter: Matthew Shocklee
                      -------------------------------------

                                   June    , 1999

Dear Matt:

      The  following  will  outline the changes in your  compensation  effective
[June , 1999]:

     1. Stock Options: The Compensation  Committee of the Board of Directors has
approved a grant to you of 75,000 stock options with an exercise price per share
equal to the fair market value per share as of the date hereof.  Vesting of such
options  shall occur as follows:  25% at the end of the first twelve months from
the date hereof and 25% on each anniversary thereafter.

     2. Performance Based Stock Options: You shall be eligible to receive 25,000
stock options based upon the achievement of certain milestones, the specifics of
which shall be mutually determined between yourself and the Company.

Sincerely,



Ashok Pandey
Co-Chief Executive Officer


I accept the above changes in my compensation as of the date hereof.



---------------------------------
Matthew Shocklee

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