1. Member of the Compensation Committee.
2. Member of the Audit Committee.

Mr. Beatty has served as Executive Vice President and Chief Operating Officer, and director of the Company since January 11, 2000. He has also served as President of myindus.com since August 1999. From 1996 to August 1999 he was an independent consultant. From 1992 to 1996 he served as President, Consulting Services for SHL SYSTEMHOUSE. From 1980 to 1992 he was a Partner at Andersen Consulting.

Mr. Felton is a founder of The Indus Group, Inc. and has been a director since the Company was formed pursuant to the merger of The Indus Group, Inc. and TSW International, Inc. (the "Merger") which was consummated on August 25, 1997. He was Chairman of the Board until March 17, 1999. He also served as Chief Executive Officer of the Company until December 31, 1998. From 1988 until August 25, 1997, he was the Chairman, President and Chief Executive Officer of The Indus Group, Inc.

Mr. Hudson has served as President and Chief Executive Officer, and director, of the Company since January 11, 2000. During 1999, he was a consultant for Myindus.com. Since August 1998, he has been and continues to serve as the President of Trinity Coast, Inc., a management consulting firm. From July 1997 to September 1998, he was President and Chief Executive Officer of Strategic Resource Solutions, the non-regulated subsidiary of Carolina Power and Light. From November 1991 to June 1997, he was Founder and Chief Executive Officer of Applied Computer Technologies, an EAM software solution for educational institutions, prior to its acquisition by Carolina Power and Light.

Mr. Janeway served as a director of the Company since the consummation of the Merger on August 25, 1997. From 1994 to August 25, 1997, he served as a director of TSW International, Inc. Since 1988, he has been a managing director and the head of the Venture Capital High Technology Team of E.M. Warburg, Pincus & Co., LLC ("EMW LLC") and its predecessor, EMW Inc. Mr. Janeway serves on the Board of Directors as a nominee of Warburg. Mr. Janeway also serves as a director of BEA Systems, Inc., an on-line transaction processing software and services company, Industri-Matematik International Corp., a client/server application software company, Veritas Software, a Unix system software company, and Vanstar/Inacom, a technology services company, and several privately-held companies.

Mr. Landy has served as a director of the Company since the consummation of the Merger on August 25, 1997. From 1992 to August 25, 1997, he served as a director of TSW International, Inc. Since 1994, Mr. Landy has been a managing director of EMW LLC and its predecessor, EMW Inc. Mr. Landy has been employed in various capacities by EMW LLC and EMW Inc. since 1985. Mr. Landy serves on the Board as nominee of Warburg. Mr. Landy also serves as a director of Level One Communications.

Ms. Wohlers has served as a director of the Company since January 1, 1999. Ms. Wohlers currently serves on the board of directors of 44 mutual funds managed by American Century. Ms. Wohlers has held a number of corporate senior management positions with high growth companies and investment management firms from 1974 through 1998. From 1994 to 1998, Ms. Wohlers was a partner at Windy Hill Productions, a producer of educational entertainment software.

To the Company's knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the year ended December 31, 1999, all officers, directors and 10% Stockholders complied with all Section 16(a) filing requirements.

The information concerning the Company's officers required by this Item is included in the Section in Part I hereof entitled "Executive Officers".

The following table sets forth the compensation paid by the Company during 1997, 1998 and 1999 to its Chief Executive Officer, four executive officers who were serving as executive officers at December 31, 1999 and whose salary and bonus exceeded $100,000, and two executive officers whose employment with the Company terminated during 1999 (the "Named Executive Officers"):

5. Mr. Mezey left the Company on December 31,1999.
6. Ms. Platt left the Company in December 1999.
7. Mr. Wood left the Company on June 15,1999

The following table sets forth information regarding each grant of options to purchase common stock of the Company made to a Named Executive Officer during 1999.

The following table sets forth information concerning the shares acquired and the value realized upon the exercise of stock options during 1999, the number of shares of Common Stock underlying exercisable and unexercisable options held by each of the Named Officers as of December 31, 1999 and the values of unexercised "in-the-money" options as of that date.

Each director who is not an employee of the Company is automatically granted a nonstatutory option to purchase 50,000 shares of Common Stock of the Company (the "First Option") on the date such person becomes a director. Thereafter, each such person will automatically be granted an option to acquire 10,000 shares of the Company's Common Stock (the "Subsequent Option") upon such outside director's re-election at each Annual Meeting of Stockholders, provided that on such date such person has served on the Board of Directors for at least six months. Each option granted under the Director Option Plan will become exercisable as to 25% of the Shares subject to such option on each anniversary of its date of grant. Messrs. Felton, Janeway and Landy and Ms. Wohlers each received Subsequent Options to purchase 10,000 shares at an exercise price of $5.00 on May 4, 1999.

William Grabske, the Company's former Chief Executive Officer, and the Company entered into an Employment and Confidentiality Agreement dated May 7, 1998 pursuant to which, upon his involuntary termination for any reason except cause, the Company would pay the remaining portion of his base salary ($700,000 per annum) for up to three years from the date of his employment and would pro rate the vesting of his stock options through the date of termination. The Company and Mr. Grabske agreed that his employment was terminated on January 11, 2000 and entered into a Settlement Agreement and Mutual Release on that date. The agreement provided, among things, that the Company would pay Mr. Grabske in a lump sum payment the remaining portion of his base salary through June 15, 2001 (an amount of $919,319, less applicable taxes and withholding). The agreement also provided for a mutual release of claims by the parties. To date, the Company has not paid the lump sum settlement payment.

The Company has entered into Employment Agreements with Kent Hudson, its President and Chief Executive Officer, Richard H. Beatty, its Executive Vice President and Chief Operating Officer, Onagh M. Ash, its Executive Vice President of Global Sales, Service and Marketing, each dated January 11, 2000, and Henry C. Montgomery, its Executive Vice President of Finance and Administration, Chief Financial Officer and Secretary, dated March 1, 2000. These agreements provide for a one-year term of employment, following which the employment becomes "at-will" unless the term is extended by the Company. The agreements provide for base salaries of $550,000 for Mr. Hudson and $350,000 for Messrs. Beatty and Montgomery and Ms. Ash. In addition, the agreements provide for annual bonuses for these executives, to be determined by the Board of Directors or its Compensation Committee, of up to 100% of base salary (but not less than 50% of base salary) in the case of Mr. Hudson and up to 60% of base salary in the cases of Messrs. Beatty and Montgomery and Ms. Ash. In addition, in connection with his employment by the Company, the agreement provides that Mr. Hudson's consulting firm, Trinity Coast, Inc., which is owned by him, will receive a one-time payment of $100,000. A similar provision in included in Mr. Montgomery's contract providing for a $90,000 lump sum payment to his consulting firm, Montgomery Financial Services for the loss of his services. The agreements also provide for stock option grants to these individuals in the following amounts: Mr. Hudson, 1,000,000 shares; Mr. Beatty, 150,000 shares; Ms. Ash, 100,000 shares; and Mr. Montgomery, 500,000 shares.

The employment agreements also provide for various payments in the event of employment termination or change of control of the Company. In the event that the employment of these executives is terminated other than voluntarily by the executive or for "cause" (as defined in the agreements), the agreements provide that they are entitled to salary continuation equivalent to 12 months (six months in the cases of Mr. Beatty and Ms. Ash) of the current base salary plus a pro- rated bonus of 100% of the prior fiscal year's bonus, which is deemed to be $550,000 in the case of Mr. Hudson and $200,000 in the case of the other three executives if termination occurs prior to December 31, 2000. The agreements also provide that in the event of a "change of control" of the Company, as defined in the agreements, the stock options granted pursuant to these agreements will become 100% vested and exercisable.

The table below sets forth, as of March 31, 2000, certain information with respect to the beneficial ownership of the Company's Common Stock by (i) each person known by the Company to own beneficially more than five percent (5%) of the outstanding shares of Common Stock; (ii) each Named Executive Officer; (iii) each director of the Company; and (iv) all current directors and executive officers as a group.

The Company has entered into a consulting agreement with Mr. Felton, a director of the Company, pursuant to which Mr. Felton will provide consulting services to the Company. Mr. Felton will be paid on an hourly basis and also received medical and dental benefits, reimbursement for automobile expense and administrative support. The Company paid Mr. Felton $93,625 during 1999 pursuant to this contract.

In December 1997, the Board of Directors approved a contract with Valour, Inc. to provide human resource consulting services for a monthly fixed fee of $10,000. $120,000 was paid by the Company in fiscal 1999 pursuant to this arrangement. Robert W. Felton, Chairman of the Board of the Company, is a director and shareholder of Valour, Inc.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Indus International, Inc. has duly caused this amendment No. 1 to form 10-K to be signed on our behalf by the undersigned, thereunto duly authorized.