INTELLIGROUP INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>form8k_73103exh10-1.txt
<TEXT>

Execution Version

                      THIRD AMENDMENT TO LOAN DOCUMENTS

     THIS THIRD  AMENDMENT TO LOAN  DOCUMENTS  (this "THIRD  AMENDMENT") is made
this 31st day of July 2003, among  INTELLIGROUP,  INC., a corporation  organized
under the laws of the State of New  Jersey  and  EMPOWER,  INC.,  a  corporation
organized  under  the  laws of the  State of  Michigan  (each a  "BORROWER"  and
collectively  "BORROWERS"),  the financial  institutions  which are now or which
hereafter become a party hereto (collectively,  the "LENDERS" and individually a
"LENDER") and PNC BANK, NATIONAL ASSOCIATION ("PNC"), as agent for Lenders (PNC,
in such capacity, the "AGENT").

                                  BACKGROUND

     A.  Borrowers  have  executed and  delivered to PNC, in its capacity as the
Agent and sole Lender with respect to this  transaction,  one or more promissory
notes,  letter  agreements,  loan agreements,  security  agreements,  mortgages,
pledge agreements,  collateral assignments,  and other agreements,  instruments,
certificates  and  documents,  some or all of which are more fully  described on
attached Exhibit A, which is made a part of this Third Amendment  (collectively,
as  amended  from time to time,  the "LOAN  DOCUMENTS"),  which  Loan  Documents
evidence or secure some or all of Borrowers'  obligations  to Lenders for one or
more loans or other extensions of credit (the "OBLIGATIONS").

     B.  Borrowers,  Agent and  Lenders  desire to amend the Loan  Documents  as
provided for in this Third Amendment.

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

     1. Certain of the Loan Documents are amended as set forth in Exhibit A. Any
and all  references  to any Loan  Document in any other Loan  Document  shall be
deemed to refer to such Loan Document as amended by this Third  Amendment.  This
Third  Amendment is deemed  incorporated  into each of the Loan  Documents.  Any
initially  capitalized  terms used in this Third  Amendment  without  definition
shall have the meanings  assigned to those terms in the Loan  Documents.  To the
extent  that  any  term  or  provision  of  this  Third  Amendment  is or may be
inconsistent  with any term or  provision  in any Loan  Document,  the terms and
provisions of this Third Amendment shall control.

     2.  Borrowers  hereby certify that:  (a) all of their  representations  and
warranties  in the Loan  Documents,  as amended by this  Third  Amendment,  are,
except as may otherwise be stated in this Third Amendment:  (i) true and correct
as of the date of this Third  Amendment,  (ii)  ratified and  confirmed  without
condition as if made anew, and (iii)  incorporated  into this Third Amendment by
reference;  (b) no Event of Default or event which,  with the passage of time or
the giving of notice or both, would constitute an Event of Default, exists under
any Loan Document which will not be cured by the execution and  effectiveness of
this Third Amendment;  (c) no consent,  approval,  order or authorization of, or
registration  or filing with, any third party is required in connection with the
execution,  delivery and carrying out of this Third  Amendment  or, if required,
has been  obtained;  and (d) this  Third  Amendment  has been  duly  authorized,
executed

<PAGE>

and delivered so that it constitutes the legal,  valid and binding obligation of
Borrowers,  enforceable in accordance with its terms. Borrowers confirm that the
Obligations remain outstanding without defense, set off, counterclaim,  discount
or charge of any kind as of the date of this Third Amendment.

     3.  Borrowers  hereby  confirm  that any  collateral  for the  Obligations,
including liens, security interests, mortgages, and pledges granted by Borrowers
or third parties (if  applicable),  shall continue  unimpaired and in full force
and effect,  and shall cover and secure all of  Borrowers'  existing  and future
Obligations, as modified by this Third Amendment.

     4. As a condition  precedent to the  effectiveness of this Third Amendment,
Borrowers  shall  comply with the terms and  conditions  (if any)  specified  in
Exhibit A, if any.

     5. This Third  Amendment may be signed in any number of counterpart  copies
and by the parties to this Third  Amendment  on separate  counterparts,  but all
such  copies  shall  constitute  one and the  same  instrument.  Delivery  of an
executed  counterpart of a signature  page to this Third  Amendment by facsimile
transmission shall be effective as delivery of a manually executed  counterpart.
Any party so executing  this Third  Amendment by  facsimile  transmission  shall
promptly deliver a manually executed  counterpart,  provided that any failure to
do so shall not affect the  validity of the  counterpart  executed by  facsimile
transmission.

     6. This Third  Amendment  will be binding  upon and inure to the benefit of
Borrowers, Agent and Lenders and their respective successors and assigns.

     7. This Third  Amendment will be interpreted and the rights and liabilities
of the parties hereto determined in accordance with the laws of the State of New
Jersey, excluding its conflict of laws rules.

     8. Except as amended hereby, the terms and provisions of the Loan Documents
remain unchanged, are and shall remain in full force and effect unless and until
modified or amended in writing in  accordance  with their terms,  and are hereby
ratified  and  confirmed.  Except  as  expressly  provided  herein,  this  Third
Amendment  shall not  constitute an amendment,  waiver,  consent or release with
respect to any provision of any Loan Document,  a waiver of any default or Event
of Default under any Loan Document,  or a waiver or release of any of Agent's or
Lenders'  rights  and  remedies  (all of which are hereby  reserved).  BORROWERS
EXPRESSLY  RATIFY AND CONFIRM THE WAIVER OF JURY TRIAL  PROVISIONS  CONTAINED IN
THE LOAN DOCUMENTS.

                           [SIGNATURE PAGE FOLLOWS]


                                       2
<PAGE>

      WITNESS the due execution of this Third Amendment as a document under seal
as of the date first written above.


                                    INTELLIGROUP, INC.

                                    By: /s/ Nicholas Visco
                                       -----------------------------------------
                                    Name:  Nicholas Visco
                                    Title: Chief Financial Officer

                                    499 Thornall Street
                                    Edison, New Jersey 08837

                                    EMPOWER, INC.

                                    By: /s/ Nicholas Visco
                                       -----------------------------------------
                                    Name:  Nicholas Visco
                                    Title: Secretary

                                    c/o Intelligroup, Inc.
                                    499 Thornall Street
                                    Edison, New Jersey 08837

                                    PNC BANK, NATIONAL ASSOCIATION, as Lender
                                    and as Agent

                                    By: /s/ Alan Tischbein
                                       -----------------------------------------
                                    Name:  Alan Tischbein
                                    Title: Assistant Vice President

                                    PNC Business Credit
                                    70 East 55th Street, 14th Floor
                                    New York, New York 10022

                                    Commitment Percentage:  100%



                                       3
<PAGE>

                                 EXHIBIT A TO
                      THIRD AMENDMENT TO LOAN DOCUMENTS
                             DATED JULY 31, 2003


A. The "Loan Documents" that are the subject of this Third Amendment include the
following (as any of the foregoing  have  previously  been amended,  modified or
otherwise supplemented):

     1.  The Amended and Restated  Revolving Credit Loan and Security  Agreement
         dated May 31, 2000, as amended by the First Amendment to Loan Documents
         and Waiver Agreement dated March 27, 2002, and as amended by the Second
         Amendment to Loan Documents and Waiver  Agreement dated January 6, 2003
         (as amended, the "Loan Agreement"); and

     2.  All other documents, instruments, agreements, and certificates executed
         and delivered in connection with the Loan Documents.

B. The Loan Documents are amended as follows:

     1.  The  definitions  of  "Maximum   Revolving   Advance  Amount",   "Total
                                -------------------------------------      -----
     Stockholders Equity" and "Unconsolidated  Stockholders Equity" set forth in
     -------------------       -----------------------------------
     Article I of the Loan  Agreement,  "Definitions",  are hereby  amended  and
     restated as follows:

            "Maximum   Revolving  Advance  Amount"  shall  mean  Fifteen
             ------------------------------------
            Million Dollars ($15,000,000.00).

            "Total  Stockholders  Equity"  shall mean,  at a  particular
             ---------------------------
            date, (a) the aggregate amount of all assets of Borrowers on
            a consolidated  basis as may be properly  classified as such
            in accordance with GAAP  consistently  applied  exclusive of
            Borrowers'  investment  in SeraNova,  less (b) the aggregate
            amount of all liabilities of the Borrowers on a consolidated
            basis.  Notwithstanding  anything  contained  herein  to the
            contrary, the computation of Total Stockholders Equity shall
            exclude any changes  thereto  (positive or  negative)  other
            than from the result of  operations;  specifically  excluded
            from this computation are: (i) any non-operational  factors,
            events or  circumstances,  such as, but not  limited to, the
            issuance of stock, options, warrants or similar instruments,
            the   repurchases  or  redemption  of  stock  or  unrealized
            currency  transactions,  the sale (on  terms  acceptable  to
            Lenders  and with the prior  written  consent of Lenders) of
            all or  substantially  all of the  stock  or  assets  of any
            foreign Subsidiary of Borrowers;  (ii) the one-time expenses
            incurred  by  Intelligroup,   Inc.  in  conjunction  with  a
            continuing  proxy  fight  (y) in  fiscal  year  2002  in the
            aggregate  amount of $876,000.00 and (z) in fiscal year 2003
            in the sum of up to but not exceeding  $297,000.00  expended
            prior to  March  31,  2003;  and  (iii)  any  write-down  or
            write-off (up to but not  exceeding the sum of  $13,600,000)
            of the note due from

<PAGE>

            SeraNova,  provided also, however, sales of other assets not
            in the ordinary course of business shall be included in said
            computation.

            "Unconsolidated   Stockholders  Equity"  shall  mean,  at  a
             -------------------------------------
            particular  date, (a) the aggregate  amount of all assets of
            Borrowers  and  their  respective   subsidiaries  which  are
            organized  under the laws of one of the states of the United
            States (exclusive of Borrower's  investment in Sera Nova) on
            a consolidated  basis as may be properly  classified as such
            in accordance with GAAP consistently  applied,  less (b) the
            aggregate  amount of all  liabilities  of the  Borrowers and
            such subsidiaries on a consolidated  basis.  Notwithstanding
            anything contained hereto to the contrary, the definition of
            Unconsolidated Stockholders Equity shall exclude any changes
            thereto  (positive or negative)  other than from the results
            of operations;  specifically  excluded from this computation
            are:   (i)   any   non-operational    factors,   events   or
            circumstances,  such as, but not limited to, the issuance of
            stock,  options,   warrants  or  similar  instruments,   the
            repurchase or  redemption  of stock or  unrealized  currency
            transactions,  the sale (on terms  acceptable to Lenders and
            with  the  prior  written  consent  of  Lenders)  of  all or
            substantially  all of the  stock or  assets  of any  foreign
            Subsidiary of Borrowers; (ii) the one-time expenses incurred
            by Intelligroup, Inc. in conjunction with a continuing proxy
            fight (y) in fiscal  year  2002 in the  aggregate  amount of
            $876,000.00  and (z) in fiscal year 2003 in the sum of up to
            but not exceeding  $297,000.00  expended  prior to March 31,
            2003;  and (iii) and any  write-down or write-off (up to but
            not exceeding the sum of  $13,600,000)  of the note due from
            SeraNova, provided also, however, sales of assets not in the
            ordinary  course  of  business  shall  be  included  in said
            computation.

     2.  Sections  7.5,  7.6 and  7.20 of  Article  VII of the  Loan  Agreement,
     "Negative Covenants", are hereby amended and restated as follows:

                7.5  Loans. Make advances, loans or extensions of credit
                     -----
            to any Person, including without  limitation,   any  Parent,
            Subsidiary or Affiliate  except as hereinafter  provided and
            loans  made  in the  ordinary  course  of  business:  (a) to
            employees not to exceed the aggregate amount of Four Hundred
            Thousand Dollars ($400,000.00) at any time outstanding;  (b)
            to SeraNova at any time,  except that the existing note from
            SeraNova,  with an approximate outstanding principal balance
            of  $13,600,000.00,  may be written down or written off; and
            (c)  after  the  Closing  Date to  foreign  subsidiaries  or
            divisions, not to exceed the aggregate amount of One Million
            Seven Hundred Thousand Dollars  ($1,700,000.00)  outstanding
            at any time.  Notwithstanding  anything  contained herein to
            the  contrary,   Borrowers  may  make  advances,   loans  or
            extensions  of  credit  to  their   Subsidiaries  which  are
            organized  under  the laws of a United  States  jurisdiction
            without  restriction  as to dollar  amount,  provided  Agent
            shall have received

                                       5
<PAGE>

            an executed  Guarantee,  Guarantor  Security  Agreements and
            such other  documents  as Agent may  require all in form and
            substance  satisfactory to Agent from each such  Subsidiary,
            prior to the making of any such loan or extension of credit.

                7.6  Capital Expenditures. Contract for, purchase or make
                     --------------------
            any  expenditure or commitments  for fixed or capital assets
            (including  capitalized  leases  but  excluding  capitalized
            internally  developed  software costs) in any fiscal year in
            an  aggregate  amount  for all  Borrowers  in excess of Five
            Million Dollars ($5,000,000.00).

            7.20  Minimum   EBITDA.   Cause  suffer  or  permit  EBITDA,
                  ----------------
            calculated  on a  quarter-by-quarter  basis  for each of the
            four  fiscal   quarters   and,  at  year-end   only,   on  a
            year-to-date  basis,  to be or become less than:  (a) during
            the 2003 fiscal year (i) One Million Two Hundred Thirty Nine
            Thousand  Dollars  ($1,239,000)  as of the  March  31,  2003
            quarter-end,  (ii) One Million Two Hundred  Ninety  Thousand
            Dollars  ($1,290,000)  as of the June 30, 2003  quarter-end,
            (iii) One  Million  Seven  Hundred  Seventy  Eight  Thousand
            Dollars   ($1,778,000)   as  of  the   September   30,  2003
            quarter-end,  (iv) One Million Eight Hundred Eighty Thousand
            Dollars   ($1,880,000)   as  of  the   December   31,   2003
            quarter-end,  and (v) Six Million One Hundred  Eighty  Seven
            Thousand  Dollars  ($6,187,000)  for the fiscal  year ending
            December 31, 2003, and (b) thereafter,  (i) as of the end of
            each fiscal year not less than ninety-five  percent (95%) of
            actual  EBITDA  as of the  prior  fiscal  year  end and (ii)
            during each fiscal year, as of the end of the first, second,
            third and fourth fiscal quarters,  to be or become less than
            twenty percent  (20%),  twenty-five  percent  (25%),  thirty
            percent (30%), and twenty-five percent (25%),  respectively,
            of the required total EBITDA for such fiscal year.  Anything
            contained in this Agreement to the contrary notwithstanding,
            for the  purpose of  calculating  EBITDA for the 2003 fiscal
            year only, the one-time  expenses  incurred by Intelligroup,
            Inc. in conjunction  with a continuing proxy fight in fiscal
            year 2003 in the sum of up to but not exceeding  $297,000.00
            expended  prior to March 31,  2003  shall be added to EBITDA
            which,  in  all  other  respects,  shall  be  determined  in
            accordance with GAAP.

     2. Section 13.1 of Article XIII of the Loan Agreement,  "Effective Date and
     Termination", is hereby amended and restated as follows:

               13.1  Term.   This  Agreement,  which shall  inure to the
                     ----
            benefit  of  and  shall  be  binding  upon  the   respective
            successors and permitted assigns of each Borrower, Agent and
            each Lender,  shall become  effective on the date hereof and
            shall  continue in full force and effect  until May 31, 2006
            (the "Term")  unless sooner  terminated as herein  provided.
            Borrowers may terminate this


                                       6
<PAGE>

            Agreement  at any time upon ninety (90) days' prior  written
            notice upon payment in full of the Obligations. In the event
            the  Obligations  are  prepaid  in full  prior to the second
            annual  anniversary  of the  Closing  Date (the date of such
            prepayment hereinafter referred to as the "Early Termination
            Date"),  Borrowers  shall  pay to Agent for the  benefit  of
            Lenders  an  early  termination  fee in an  amount  equal to
            one-quarter of one percent  (1/4%) of the Maximum  Revolving
            Advance Amount if the Early  Termination Date at any time on
            or  prior  to May 31,  2005.  Provided,  however,  no  Early
            Termination  Fee shall be due in the event of a  refinancing
            of the Obligations by PNC.

C.   In consideration of the  facilities  being  granted by Lenders to Borrowers
under the terms and  conditions  of this Third  Amendment and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  effectiveness  of this Third  Amendment is conditioned  upon
satisfaction by the Borrowers of the following:

             1.     Borrowers'  payment  to  PNC  of  a  Fifty  Thousand  Dollar
                    ($50,000.00)  amendment fee which,  shall be due and payable
                    in full,  and deemed  non-refundable  upon the execution and
                    delivery  of this Third  Amendment.  Such fee may be paid by
                    Lender making an Advance  against the  Borrowers'  Revolving
                    Loan and retaining  the proceeds of such Advance.  Borrowers
                    hereby consent to Lender's making such charge.

             2.     Agent's receipt of a fully executed  counterpart of (a) this
                    Third  Amendment,   (b)  an  Amended  and  Restated  Secured
                    Revolving  Note  for the  face  amount  of  Fifteen  Million
                    Dollars ($15,000,000.00), (c) resolution by the direction of
                    Borrowers,  in  form  and  substance  acceptable  to  Agent,
                    authorizing  this  Third   Amendment,   and  (d)  all  other
                    documents and  instruments  in  conjunction  with this Third
                    Amendment as may be required by Agent, in form and substance
                    satisfactory to Agent.

             3.     Borrowers'  payment to  Agent's  counsel,  immediately  upon
                    presentation of an invoice, of all fees and expenses of such
                    counsel  incurred in conjunction  with the  preparation  and
                    execution  of this Third  Amendment.  Such fees and expenses
                    may  be  paid  by  Lender  making  an  Advance  against  the
                    Borrowers' Revolving Loan and retaining the proceeds of such
                    Advance.  Borrowers  hereby consent to Lender's  making such
                    charge.


             [End of Exhibit A to Third Amendment to Loan Documents]


                                       7

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</DOCUMENT>
