INDIA MASTER ASSIGNMENT AGREEMENT 2

Exhibit 10.2

INDIA MASTER ASSIGNMENT AGREEMENT 2

THIS  AGREEMENT is made on this 22^nd  day of August 2007, between ISG Novasoft Technologies Limited (“ISGN”) a company incorporated under the Companies Act, 1956 and having its Registered office at “International Trade Tower”, ‘E’ Block, 14^th Floor, Nehru Place, New Delhi – 110019, India (hereinafter referred to as “ the Assignor”, which expression shall mean and include its representatives, successors and permitted assigns) of the ONE PART;

AND

Intelligroup Asia Pvt. Ltd. a company incorporated under the Companies Act, 1956, and having its registered office at 5th, Floor (Blocks A & B), ILabs Centre, Plot No.18, Software Units Layout, Madhapur, Hyderabad (hereinafter referred to as “the Assignee” which expression shall mean and include its representatives, successors and permitted assigns) of the SECOND PART

1.	The Assignor and the Assignee entered into a Master Assignment Agreement dated 8th June 2007 referred to hereinafter as the India Assignment Agreement”
2.	Clause 4 of the India Assignment Agreement detailed the various conditions precedent that needed to be completed for closing of the agreement to take place.
3.	And further clause 3 of the India Assignment Agreement provided for automatic determination of the Agreement if Closing does not take place within 8 weeks and the parties agree and confirm that the India Assignment Agreement has determined
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