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                                                                    EXHIBIT 10.4

                                     FORM OF

                           RESTRICTED STOCK AGREEMENT

                                Non-transferable

                                    GRANT TO

                                   ("Grantee")

                 by Indus International, Inc. (the "Company") of

           shares of its common stock, $0.001 par value (the "Shares")

pursuant to and subject to the provisions of the Indus International, Inc. 2004
Long-Term Incentive Plan (the "Plan") and to the terms and conditions set forth
on the following page (the "Terms and Conditions").

      Unless sooner vested in accordance with Section 3 of the Terms and
Conditions, the restrictions imposed under Section 2 of the Terms and Conditions
will expire as to the following percentage of the Shares awarded hereunder, on
the following respective dates; provided that Grantee is then still employed by
the Company or any of its Affiliates:

<TABLE>
<CAPTION>
                                         Date of Expiration
Percentage of Shares                      of Restrictions
--------------------                     ------------------
<S>                                 <C>
        25%                         1st Anniversary of Grant Date
        25%                         2nd Anniversary of Grant Date
        25%                         3rd Anniversary of Grant Date
        25%                         4th Anniversary of Grant Date
</TABLE>

      IN WITNESS WHEREOF, Indus International, Inc., acting by and through its
duly authorized officers, has caused this Agreement to be executed as of the
Grant Date.

                                  Indus International, Inc.

                                  By:_________________________________________
                                         Its: Authorized Officer

                                  Grant Date:___________________________

                                  Accepted by Grantee:________________________

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TERMS AND CONDITIONS

1. Grant of Shares. Indus International, Inc. (the "Company") hereby grants to
the Grantee named on Page 1 hereof ("Grantee"), subject to the restrictions and
the other terms and conditions set forth in the Indus International, Inc. 2004
Long-Term Incentive Plan (the "Plan") and in this award agreement (this
"Agreement"), the number of shares indicated on Page 1 hereof of the Company's
$0.001 par value common stock (the "Shares"). Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to such terms in the
Plan.

2. Restrictions. The Shares are subject to each of the following restrictions.
"Restricted Shares" mean those Shares that are subject to the restrictions
imposed hereunder which restrictions have not then expired or terminated.
Restricted Shares may not be sold, transferred, exchanged, assigned, pledged,
hypothecated or otherwise encumbered. If Grantee's employment with the Company
or any Affiliate terminates for any reason other than as set forth in paragraph
(b) of Section 3 hereof, then Grantee shall forfeit all of Grantee's right,
title and interest in and to the Restricted Shares as of the date of employment
termination, such Restricted Shares shall revert to the Company immediately
following the event of forfeiture. The restrictions imposed under this Section
shall apply to all shares of the Company's common stock or other securities
issued with respect to Restricted Shares hereunder in connection with any
merger, reorganization, consolidation, recapitalization, stock dividend or other
change in corporate structure affecting the common stock of the Company.

3. Expiration and Termination of Restrictions. The restrictions imposed under
Section 2 will expire on the earliest to occur of the following (the period
prior to such expiration being referred to herein as the "Restricted Period"):

      (a)As to the percentages of the Shares specified on page 1 hereof, on the
respective dates specified on page 1 hereof; provided Grantee is then still
employed by the Company or an Affiliate; or

      (b)As to all of the unvested Shares, on the date of termination of
Grantee's employment by reason of death or Disability.

4. Delivery of Shares. The Shares will be registered in the name of Grantee as
of the Grant Date of Grant and will be held by the Company during the Restricted
Period in certificated or uncertificated form. If a certificate for Restricted
Shares is issued during the Restricted Period with respect to such Shares, such
certificate shall be registered in the name of Grantee and shall bear a legend
in substantially the following form (in addition to any legend required under
applicable state securities laws):

"This certificate and the shares of stock represented hereby are subject to the
terms and conditions (including forfeiture and restrictions against transfer)
contained in a Restricted Stock Agreement between the registered owner of the
shares represented hereby and Indus International, Inc. Release from such terms
and conditions shall be made only in accordance with the provisions of such
Agreement, copies of which are on file in the offices of Indus International,
Inc."

Stock certificates for the Shares, without the first above legend, shall be
delivered to Grantee or Grantee's designee upon request of Grantee after the
expiration of the Restricted Period, but delivery may be postponed for such
period as may be required for the Company with reasonable diligence to comply if
deemed advisable by the Company, with registration requirements under the 1933
Act, listing requirements under the rules of any stock exchange, and
requirements under any other law or regulation applicable to the issuance or
transfer of the Shares.

5. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall
have full voting and dividend rights with respect to the Shares during and after
the Restricted Period. If Grantee forfeits any rights he may have under this
Agreement in accordance with Section 3, Grantee shall no longer have any rights
as a stockholder with respect to the Restricted Shares or any interest therein
and Grantee shall no longer be entitled to receive dividends on such stock. In
the event that for any reason Grantee shall have received dividends upon such
stock after such forfeiture, Grantee shall repay to the Company any amount equal
to such dividends.

6. No Right of Continued Employment. Nothing in this Agreement shall interfere
with or limit in any way the right of the Company or any Affiliate to terminate
Grantee's employment at any time, nor confer upon Grantee any right to continue
in the employ of the Company or any Affiliate.

7. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an
election to be taxed upon such award under Section 83(b) of the Code. To effect
such election, Grantee may file an appropriate election with Internal Revenue
Service within thirty (30) days after award of the Shares and otherwise in
accordance with applicable Treasury Regulations. Grantee will, no later than the
date as of which any amount related to the Shares first becomes includable in
Grantee's gross income for federal income tax purposes, pay to the Company, or
make other arrangements satisfactory to the Committee regarding payment of, any
federal, state and local taxes of any kind required by law to be withheld with
respect to such amount. The obligations of the Company under this Agreement will
be conditional on such payment or arrangements, and the Company, and, where
applicable, its Affiliates will, to the extent permitted by law, have the right
to deduct any such taxes from any payment of any kind otherwise due to Grantee.

8. Amendment. The Committee may amend, modify or terminate this Agreement
without approval of Grantee; provided, however, that such amendment,
modification or termination shall not, without Grantee's consent, reduce or
diminish the value of this award determined as if it had been fully vested
(i.e., as if all restrictions on the Shares hereunder had expired) on the date
of such amendment or termination.

9. Plan Controls. The terms contained in the Plan are incorporated into and made
a part of this Agreement and this Agreement shall be governed by and construed
in accordance with the Plan. In the event of any actual or alleged conflict
between the provisions of the Plan and the provisions of this Agreement, the
provisions of the Plan shall be controlling and determinative.

10. Successors. This Agreement shall be binding upon any successor of the
Company, in accordance with the terms of this Agreement and the Plan.

11. Severability. If any one or more of the provisions contained in this
Agreement is deemed to be invalid, illegal or unenforceable, the other
provisions of this Agreement will be construed and enforced as if the invalid,
illegal or unenforceable provision had never been included.

12. Notice. Notices and communications under this Certificate must be in writing
and either personally delivered or sent by registered or certified United States
mail, return receipt requested, postage prepaid. Notices to the Company must be
addressed to: Indus International, Inc., 3301 Windy Ridge Parkway, Atlanta, GA
30339, Attn: Secretary, or any other address designated by the Company in a
written notice to Grantee. Notices to Grantee will be directed to the address
of Grantee then currently on file with the Company, or at any other address
given by Grantee in a written notice to the Company.