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 to myindus.com an eBusiness initiative of the Company. 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.

The Company, Robert W. Felton and Warburg, Pincus Investors, L.P. ("WPI") entered into a Nomination Agreement that provides that for so long as WPI continues to own more than 15% of the outstanding shares of the Company's Common Stock, WPI will be permitted to nominate two persons to the Company's Board of Directors, and that for so long as WPI continues to own between 7% and 15% of the outstanding shares of the Company's Common Stock, WPI will be permitted to nominate one person to the Company's Board of Directors. The Nomination Agreement also provides that for so long as Mr. Felton continues to own more than 15% of the outstanding shares of the Company's Common Stock, Mr. Felton will be permitted to nominate two persons to the Company's Board of Directors, and that for so long as Mr. Felton continues to own between 7% and 15% of the outstanding shares of the Company's Common Stock, Mr. Felton will be permitted to nominate one person to the Company's Board of Directors, which nominees in each instance may include Mr. Felton.

Section 16(a) of the Securities Exchange Act of 1934 ("Section 16(a)") requires the Company's directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission (the "SEC") initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and persons who own greater than ten percent of a registered class of the Company's equity securities (a "10% Stockholders") are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

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, its four executive officers who were serving as executive officers during the year ended December 31, 1999 and whose salary and bonus exceeded $100,000, and two former executive officers whose salary and bonus exceeded $100,000 during 1999 (collectively, the "Named Executive Officers"):

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.

Name	Shares Acquired on Exercise	Value Realized ($)	Number of Securities Underlying Unexercised Options at December 31, 1999 (#)		Value of Unexercised in-the-Money Options at Fiscal Year-End ($)(1)
			Exercisable	Unexercisable	Exercisable ($)	Unexercisable ($)
William J. Grabske	-	-	562,500	937,500	$2,820,625	$5,695,875
Robert A. Pocsik	-	-	87,500	212,500	653,950	1,596,200
Kerry P. Lamson	-	-	96,250	-	535,134	-
Philip C. Mezey	-	-	72,500	-	320,970	-
Joan P. Platt	-	-	75,000	-	576,600	-
Albert J. Wood	-	-	-	-	-	-
Richard H. Beatty	-	-	125,000	375,000	961,000	2,883,000

Directors currently receive no cash fees for services provided in that capacity but are reimbursed for out-of-pocket expenses they incur in connection with their attendance at meetings of the Board of Directors. The Company's 1997 Director Option Plan (the "Director Option Plan") was adopted by the Board of Directors and approved by the stockholders of the Company on July 17, 1997. Under the Director Option Plan, the Company reserved 200,000 shares of Common Stock for issuance to the directors of the Company pursuant to non-statutory stock options. As of May 8, 2000, options to purchase an aggregate of 100,000 shares were outstanding under the Director Option Plan at a weighted average exercise price of $8.188 per share, of which options to purchase 32,500 shares were fully vested and immediately exercisable; no options had been exercised pursuant to the Plan; and 100,000 shares remained available for future grant.

The Company's Compensation Committee currently consists of William H. Janeway and Jeanne D. Wohlers. No interlocking relationship exists between any member of the Company's Compensation Committee and any member of the compensation committee of any other company.