Rescission Agreement

Contract

Exhibit 10.3 RESCISSION AGREEMENT This Rescission Agreement (this "AGREEMENT") is dated as of September 29, 2004 by and among Intelligroup, Inc., a New Jersey corporation (the "COMPANY"), and each purchaser identified on the signature page hereto (each a "PURCHASER" and collectively, the "PURCHASERS"). WHEREAS, the parties hereto are all the parties to that certain Common Stock Purchase Agreement, dated September 24, 2004 (the "COMMON STOCK PURCHASE AGREEMENT"). WHEREAS, the parties desire to terminate and rescind the Common Stock Purchase Agreement. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree that the Purchase Agreement is hereby terminated and rescinded. No party shall be entitled to any further right (including, without limitation, the right of the Purchasers to acquire shares of the Company's common stock) or subject to any further obligation under the Common Stock Purchase Agreement. [Signature pages follow] Exhibit 10.3 IN WITNESS WHEREOF, the parties hereto have caused this Rescission Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. INTELLIGROUP, INC. By: _/s/ Nagarjun Valluripalli______________________ Name: Nagarjun Valluripalli Title: Chief Executive Officer Address for Notice: 499 Thornall Street Edison, New Jersey 08837 Facsimile No.: (732) 362-2497 Telephone No.: Attn: Legal Department [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES FOR PURCHASERS FOLLOW] IN WITNESS WHEREOF, the parties hereto have caused this Rescission Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. SB ASIA INFRASTRUCTURE FUND, L.P. By: /s/ Andrew Y. Yan -------------------------------------- Name: Andrew Y. Yan Title: Address for Notice: Two Palo Alto Square 3000 El Camino Real Palo Alto, California 94306 Facsimile No.: (650) 319-2763 Telephone No.: (650) Attn: Ravi Adusumalli With a copy to: Cooley Godward LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, California 94306 Facsimile No.: (650) 849-7400 Telephone No.: (650) 843-5053 Attn: Robert J. Brigham and Jason Doren IN WITNESS WHEREOF, the parties hereto have caused this Rescission Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. VENTURE TECH ASSETS LTD. By: /s/ Sandeep Reddy ------------------------------------- Name: Sandeep Reddy Title: Director Address for Notice: 15/102 Rochester Row London SW1P 1JP United Kingdom Facsimile No.: Telephone No.: Attn: With a copy to: Cooley Godward LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, California 94306 Facsimile No.: (650) 849-7400 Telephone No.: (650) 843-5053 Attn: Robert J. Brigham and Jason Doren