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                                                                    EXHIBIT 10.1

      [INDUS INTERNATIONAL, INC. LOGO]

                               INDUS INTERNATIONAL

                 MANAGEMENT COUNCIL INCENTIVE COMPENSATION PLAN

                                       AND

                             FORM OF PLAN AGREEMENT

                                INCENTIVE PERIOD:
                         APRIL 1, 2004 - MARCH 31, 2005

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            [INDUS INTERNATIONAL, INC. LOGO]

      1.    PLAN PURPOSE

      The Management Council Incentive Compensation Plan (the "Plan") has been
      established to provide performance incentives for Management Council
      ("MC") members of Indus International, Inc. and its subsidiaries (the
      "Company" or "Indus"). Your participation in the Plan reflects the
      importance of your position and the impact your performance can have on
      the success of Indus. The purpose of the Plan is to provide motivation to
      members of the MC to achieve the recognized Software License Fees and
      Adjusted Operating Income(1) objectives set by executive management and
      approved by the Compensation Committee of the Board of Directors. The Plan
      is also an important part of your total compensation package. The Plan
      provides you with an opportunity to earn income beyond your base pay and
      benefits - according to Company financial success.

      2.    DEFINITION OF TERMS

      AWARD - The cash payment that goes to Participants. The Award is
      calculated as a percentage of the Participant's base salary as of March
      31, 2005.

      PARTICIPANT - The MC member selected to participate in this Plan who
      executes this Plan document.

      PLAN YEAR - April 1, 2004 - March 31, 2005. The Plan Year is also referred
      to as fiscal 2005 or FY'05

      3.    AWARD MEASUREMENTS:

      MAXIMUM AWARD OPPORTUNITY - __ % OF PARTICIPANTS BASE SALARY AS OF MARCH
      31, 2005

      WEIGHTING - Your Award will be based on two weighted performance levels,
      as follows:

           Achievement of target recognized Software Licensed Fees       55%
           Achievement of target Adjusted Operating Income               45%

      (1)Adjusted Operating Income means the Company's Operating Income, less
      any Board approved restructuring expenses, and prior to any management
      bonuses.

      FY'05 FINANCIAL GOALS:

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            [INDUS INTERNATIONAL, INC. LOGO]

<TABLE>
<CAPTION>
                                                     % OF COMPONENT AWARD
        COMPONENTS                        TARGET         OPPORTUNITY
        ----------                        ------         -----------
<S>                                       <C>        <C>
RECOGNIZED SOFTWARE LICENSE FEES            *                 33%
                                            *                100%

ADJUSTED OPERATING INCOME                   *                 33%
                                            *                100%
</TABLE>

      BONUS OPPORTUNITY FOR ATTAINMENT OF GOALS WITHIN THE SPECIFIED RANGES WILL
      BE PRO-RATED ON A RELATIVE BASIS BETWEEN 33% AND 100% OF THE MAXIMUM AWARD
      OPPORTUNITY.

      SEE ATTACHMENT ENTITLED "MANAGEMENT COUNCIL BONUS SUMMARY" FOR EXAMPLE
      CALCULATIONS.

      4.      PAYMENT OF AWARD

      -     Participant will be eligible to receive an Award if Indus achieves
            one or both of the Goals set forth above.

      -     Determination as to whether a Goal has been met will be based on the
            Company's audited financial statements for FY '05.

      -     Amount of any Award payout is calculated as a percentage of
            Participant's base salary at the end of the fiscal year, subject to
            the weighting schedule for the Goals set forth above.

      -     If one Goal is met, but not the other, Participant will be eligible
            to receive an Award according to the weighting schedule set forth
            above. For example, if the recognized Software License Fees Goal is
            met, but the Adjusted Operating Income Goal is not, the Participant
            will be eligible to receive up to 55% of his or her Award
            opportunity.

      -     Award will be paid, if at all, following the conclusion of FY'05 and
            completion of the Company's FY'05 audit

               => Payout anticipated on/or about May 31, 2005.

      -     Participant must be an employee of Indus when Awards are paid to be
            eligible to receive the Award.

      -     In the event of any acquisition, divestiture or recapitalization
            involving the Company the Compensation Committee of the Board of
            Directors shall have the authority and discretion to adjust the
            FY'05 Goals in a manner that is equitable to the Company and the
            Participant.

      5.      GENERAL AND ADMINISTRATIVE

----------
* This material has been omitted pursuant to a request for confidential
treatment filed with the SEC, and this material has been filed separately with
the SEC.

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            [INDUS INTERNATIONAL, INC. LOGO]

      A. No Award will be paid unless the Participant has executed copy of this
      Plan document acknowledging and accepting the terms set forth herein.

      B. Nothing in this Plan document shall be construed to create or imply the
      existence of a contract of employment between the Participant and the
      Company. Participant acknowledges and understands he or she remains an
      "at-will" employee, that the Company can terminate his or her employment
      at any time with or without cause, and participation in this Plan does not
      constitute a promise of continued employment.

      C. The Company, acting through the Compensation Committee of the Board of
      Directors, shall have the authority to terminate, suspend, or amend this
      Plan at any time with written notice to the Participant. Oral changes
      shall not be valid.

      D. The Plan is established under the authority of the Compensation
      Committee of the Board of Directors and is intended for MC members, with
      some exceptions (such as MC members already on an incentive compensation
      plan). MC members are selected by the Chief Executive Officer and can be
      removed from the MC at his discretion. If the Participant is removed from
      the MC for any reason, this Plan shall terminate as to that Participant.

      E. This Plan is for the fiscal year ending March 31, 2005 only.
      Participation during fiscal year 2005 does not mean that participation is
      assured for subsequent fiscal years.

      F. The Compensation Committee of the Board of Directors shall have the
      discretion and authority to interpret this Plan. The Compensation
      Committee's interpretation of the Plan, any Awards granted under the Plan,
      and all decisions and determinations by the Compensation Committee with
      respect to the Plan are final, binding and conclusive on all parties.

      AGREEMENT

      Your signature indicates your acknowledgment and acceptance of this
      Compensation Plan.

      Participant                         Indus International, Inc.

      Name______________________          By /s/ Gregory J. Dukat

      Signature_________________          Gregory J. Dukat, President and Chief
                                          Executive Officer

      Date______________________          Date___________________

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