INTELLIGROUP INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>b400583_ex10.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                                      Exhibit 10


                              EMPLOYMENT AGREEMENT


This Employment Agreement ("Agreement") is entered into as of the 26th day of
July 2004 (the "Effective Date"), between Intelligroup, Inc. (the "Company") and
Douglas Berto (the "Executive"). The purpose of the Agreement will be to
memorialize the terms and conditions of employment for the Executive.

NOW THEREFORE, in consideration of the mutual promises contained in the
Agreement and for other good and valuable consideration, the sufficiency of
which is hereby agreed, the Company and the Executive agree as follows:

l.       EMPLOYMENT.

The Company agrees to employ and engage the services of the Executive as the Sr.
Vice President Professional Services and the Executive agrees to serve the
Company in such capacity. The Executive shall report directly to the President
and Chief Executive Officer.

2.       TERM OF AGREEMENT.

The Company hereby agrees to employ the Employee, and the Employee hereby
accepts employment with the Company, upon the terms set forth in this Agreement.

3.       GENERAL EMPLOYMENT TERMS.

The Executive shall devote normal business hours and be available to discuss the
business and affairs of the Company five days per week. The Executive shall
further use his best efforts to promote the interests of the Company, and
perform faithfully and efficiently the responsibilities assigned to him. While
employed by Company, Executive shall not engage in other employment, except with
the prior written consent of the Company, which must be given in writing by an
Officer of the Company.

4.       COMPENSATION.

4.1      BASE SALARY. Executive shall receive an annual base salary equivalent
of US $250,000 ("Base Salary"). The Base Salary shall be payable in cash,
subject to applicable withholdings, in accordance with the current payroll
policies of the Company.

4.2      INCENTIVE COMPENSATION BONUS. As further compensation, the Executive
will be eligible to participate in the Company's Executive Incentive Plan. The
Executive shall be eligible under such plan for a bonus in the amount of fifty
percent (50%) of the Executive's annual base salary pro-rated for the first year
of employment. The details of this plan will be documented within the first 90
days of Executive's employment and will include a combination of mutually agreed
upon financial, operational, and organizational objectives.


   499 THORNALL STREET, EDISON, NJ 08837, TEL. 732.590.1600, FAX 732.362.2100
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Executive may also be eligible for additional incentive compensation from time
to time at the discretion of the Company.

4.3      EMPLOYEE BENEFITS. In addition, the Executive shall be eligible for all
employee benefits offered to the Company's employees. In particular, the
Executive will be entitled to the following benefits:

         (a)      Vacation and Sick Leave. The Executive shall be eligible to
         participate in the Company's standard vacation and sick leave benefit
         plan and the number of vacation days afforded to Executive under the
         terms of the plan shall be 20 days per year.

         (b)      Business Expense Reimbursement. The Executive shall receive
         reimbursement of all legitimate and reasonable business expenses to the
         extent necessary and incurred by the Executive on behalf of the Company
         pursuant to the written policies of the Company in this regard.

         (c)      401(k) Plan. The Executive is eligible to participate in the
         401(k) retirement benefit plan made available to the employees of the
         Company pursuant to the terms and conditions of such plan.

         (d)      Insurance Plans. The Executive is eligible to participate in
         the life, health, dental, short and long-term disability plans made
         available to the employees of the Company pursuant to the terms and
         conditions of such plans.

         (e)      Changes to Employee Benefit Plans. Nothing in this Agreement
         shall prevent the Company from changing, modifying, amending or
         terminating the employee benefit plans of the Company so as to
         eliminate, reduce or otherwise change any benefits payable under this
         Agreement.

         (f)      Indemnification. Executive will be a party to any standard
         indemnification agreement for the Company's executive officers that may
         be adopted by the Company.

5.       STOCK OPTIONS. The Executive will be eligible for a grant of 120,000
stock options ("Options") with an effective date and strike price equivalent to
the closing stock price on one day prior to the Effective date of this
agreement. One-third (1/3) of said Options shall vest after one (1) year on the
anniversary of the grant date. The remaining two-thirds (2/3) of said Options
will vest in equal monthly installments over the remaining two (2) years. The
Options shall be governed by the terms and conditions of the Company stock
option plan under which the grant is made as well as the standard Stock Option
Agreement which must be signed by the Executive and the Company prior to such
grants being effective.

6.       CHANGE OF CONTROL. Upon the effectiveness of a Change of Control event
(as that term is defined below), unless provision is made in connection with
such Change of Control for the assumption of the Options, or the substitution of
such Options with new options of the successor entity or parent thereof, with
appropriate adjustment to the number of option shares and, if appropriate, the
exercise price, all of the remaining option shares, to the extent not vested and
exercisable, shall, subject to and conditioned upon the effectiveness of the
Change of Control, become vested and exercisable

<PAGE>

fifteen (15) days prior to the anticipated effective date of the Change of
Control, as determined by the Company. The Board may, at its sole discretion,
alter the terms of the Company's Stock Option Plan, any Stock Option Agreements
and the definition of Change of Control set forth hereunder.

For the purposes of this Agreement a "Change in Control" shall be deemed to have
occurred if any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934) not affiliated with the Company as of the
Effective Date, becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 51% or more of the combined voting power
of the Company's then outstanding securities and where Executive is not offered
a position substantially similar to the position offered to the Executive
hereunder in the successor entity to the Company. For the purposes of the
foregoing and the avoidance of doubt, any transaction (including but not limited
to deregistration, reverse stock split, tender offer or merger) directed at
taking the Company private shall not be deemed to be a Change of Control under
this Agreement.

7.       TERMINATION.

7.1      CAUSE. The Company may terminate the Executive's employment for Cause.
For purposes of the Agreement, "Cause" shall mean (A) any act of dishonesty or
knowing and willful breach of fiduciary duty by the Executive; (B) commission of
a felony involving moral turpitude or unlawful, dishonest, or unethical conduct
that a reasonable person would consider damaging to the reputation of the
Company or any conduct which is in violation of the Company's policies; (C) any
material breach of any provision of the Agreement, or any other agreements
between the Executive and Company, by the Executive; or (D) insubordination or
refusal to perform assigned duties consistent with duties of the Executive's
position or to comply with the reasonable directions of the Chief Executive
Officer or Company's Board of Directors. If the Executive's employment is
terminated for Cause, the Company shall pay the Executive her full accrued Base
Salary through the date of termination at the rate in effect at the time of such
termination, and the Company shall have no further obligation to the Executive
under the Agreement or under any other agreements or plans. All other
compensation including, without limitation, bonuses, severance and/or stock
option grants shall be forfeited if the Executive is terminated for Cause.

7.2      SEVERANCE. Employee shall be eligible for six (6) months of severance
pay following the termination of this Agreement unless the agreement is
terminated for Cause. The payments shall commence upon the day following
termination and continue for a period of six (6) months in accordance with the
Company's standard payroll practices.

8.       MISCELLANEOUS.

8.1      ENTIRE AGREEMENT. The Agreement constitutes the entire agreement
between the parties and supersedes any prior understandings or agreements
between the parties, written or oral, to the extent they relate in any way to
the subject matter hereof. The Intelligroup Standard Employee Terms agreement as
executed by the Executive or executed in the future by the Executive, shall be
made a part of the Agreement. In the event there are any inconsistencies between
the Agreement and the foregoing agreements, the terms of the Agreement shall
take precedence.

8.2      NO ASSIGNMENT; ASSUMPTION. The Agreement is personal to the Executive
and shall not be assignable by the Executive. The Agreement shall inure to the
benefit of and be binding upon any successor to the business or assets of the
company which assumes the Agreement, whether expressly or by operation of law.

<PAGE>

8.3      GOVERNING LAW. This is a New Jersey contract and shall be construed
under and is governed in all respects by the laws of New Jersey, without giving
effect to any conflict of laws principles of New Jersey law. Any legal action or
suit related in any way to the Agreement shall be brought exclusively in the
courts of New Jersey. Both parties agree that the courts of New Jersey are the
exclusive convenient forum for the resolution of disputes.

8.4      AMENDMENTS. No amendments of any provision of the Agreement shall be
valid unless the same shall be in writing and signed by both the Company and the
Executive.

8.5      SEVERABILITY. Any term or provision of the Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction.


IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the
date first above written.


-----------------------------------          -----------------------------------
Executive                                    Company


                                             -----------------------------------
                                             Name:  Arjun Valluri
                                             Title: President and Chief
                                                    Executive Officer

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the
date first above written.


/s/ Douglas Berto                            Intelligroup
-----------------------------------          -----------------------------------
Executive                                    Company

                                             /s/ Christian Misvaer
                                             -----------------------------------
                                             Name:  Christian Misvaer
                                             Title: Corp. Secretary


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