**EXHIBIT 10.19**
 December 19, 2000
 

Mike Highland1030 Treyburn RunAlpharetta, Georgia 30004

Dear Mike,

We are very pleased to extend to you a formal offer to join IndusInternational as the Chief Financial Officer and Executive Vice President. Itrust that the attached offer addresses all the issues associated with youjoining Indus, however, I am open to discussions on any topic that requiresclarification or possible modification.

In addition to my personal desire to have you accept this offer and join theexecutive team, I can speak for the Board of Directors in saying that we areexcited about you joining Indus in this capacity. Furthermore, as we have openlydiscussed and I have discussed with the Board, we are very open to expanding orchanging your executive duties with the Company in the future. Obviously, theposition of Chief Financial Officer and Executive Vice President is a criticallyimportant role at Indus and we expect you to make a major contribution in thiscapacity. We feel that this position is an excellent platform for learning thebusiness and will position you to consider other options with the company in thefuture.

As we have discussed, we have a mutual interest in finalizing this decisionthis week. I can be reached via my cell phone at 770-330-7613 at anytime for youto discuss this offer. Please do not hesitate to call me should you have anyquestions.

I sincerely look forward to you joining Indus and becoming a key member ofthe executive team. Indus has completed a very challenging transition year andwe are well poised to make the company financially successful in 2001 andbeyond. With the current stock price and market conditions, your options areuniquely well positioned for a strong equity reward in taking Indus forward.

								Sincerely,

 

								Kent Hudson

								CEO and President
**INDUS INTERNATIONAL

MIKE HIGHLAND EMPLOYMENT AGREEMENT**
 

This Agreement is entered into as of January 1, 2001, by andbetween Indus International (the "Company"), and Mike Highland (the"Executive").
Duties and Scope of Employment
.
Positions and Duties
. As of the Effective Date, Executive will serveas Chief Financial Officer and Executive Vice President
of the Company.Executive will render such business and professional services in the performanceof his duties, consistent with Executive's position within the Company, as shallreasonably be assigned to him by the Company's Chief Executive Officer.
Obligations
. During the Employment Term, Executive will perform hisduties faithfully and to the best of his ability and will devote his businessefforts and time to the Company at the Company's Marietta, Georgia offices.Executive understands and agrees that frequent travel may be necessary incarrying out his duties hereunder including, without limitation, frequent travelto the Company's offices. During the Employment Term, Executive agrees not toactively engage in any other employment, occupation or consulting activity forany direct or indirect remuneration without the prior approval of the ChiefExecutive Office and the Board; provided, however, that Executive may serve inany capacity with any civic, educational or charitable organization, or as amember of corporate Boards of Directors or committees thereof so long as suchactivities do not materially interfere with his duties and obligations underthis Agreement.
Employment Term
. Executive's employment with the Company pursuant tothis Agreement (the "Employment Term") shall commence on the Effective Date andshall continue, unless otherwise terminated earlier as provided in Section 6hereof, until the date twelve (12) months from the Effective Date (the "OriginalTerm"), provided that the Employment Term shall be extended by the Company, inits sole discretion, for an additional twelve (12) month period (the "AdditionalTerm") if, at least ninety (90) days prior to the end of the Original Term, theCompany has notified the Executive in writing that the Employment Term shall beextended. If the Company does not notify Executive in writing that theEmployment Term shall be extended at the end of the Original Term, then at suchtime, Executive shall become an
 "at-will" employee of theCompany and the employment relationship may be terminated at any time, uponwritten notice to the other party, with or without good cause or for any or nocause, at the option either of the Company or Executive.	

Compensation
.

Base Salary
. During the Employment Term, theCompany will pay Executive as compensation for his services a base salary at theannualized rate of $250,000 (the "Base Salary"). The Base Salary will be paidperiodically in accordance with the Company's normal payroll practices and besubject to the usual, required withholding. 

Annual Bonus
. In addition to the Base Salary,Executive may receive a performance bonus during each year of employment withthe Company under this Agreement equal to an amount, to be determined by theBoard or the Company's Compensation Committee, of up to seventy percent (70%) ofBase Salary; provided, however, that, subject to Section 8, the payment of anysuch bonus shall be subject to Executive's continued employment with the Companythrough the end of the applicable Company fiscal year. Such performance bonus,if any, shall be based upon performance criteria to be determined by the ChiefExecutive Officer or the Company's Compensation Committee within ninety (90)days of the Effective Date, or each anniversary of the Effective Date, asapplicable. Notwithstanding the foregoing, Executive shall be entitled toreceive a performance bonus in the 2001 calendar year of an amount, to bedetermined by the Chief Executive Officer and the Board or the CompensationCommittee, that is no less than 50% of the Base Salary paid to the Executive forsuch year.

Stock Option
. The Company will recommend to theBoard that, at the first Board meeting following the Effective Date, Executivebe granted a stock option
, 
which will be, to the extent possible underthe $100,000 rule of Section 422(d) of the Internal Revenue Code of 1986,as amended (the "Code") an "incentive stock option" (as defined inSection 422 of the Code), to purchase 350,000 shares of the Company'sCommon Stock at an exercise price equal to the per share fair market value ofthe Company's Common Stock on the date of grant (the "Option"). Subject to theaccelerated vesting provisions set forth herein, the Option will vest as to 25%of the shares subject to the Option on the date of grant, and as to 25% of theshares subject to the Option each year thereafter, so that the Option will befully vested and exercisable three (3) years from the date of grant, subject toExecutive's continued service to the Company on the relevant vesting dates. TheOption will be subject to the terms, definitions and provisions of the Company'sStock Plan (the "Option Plan") and the stock option agreement by and betweenExecutive and the Company (the "Option Agreement"), both of which documents areincorporated herein by reference. 

Employee Benefits; Indemnification
. During theEmployment Term, Executive will be entitled to participate in the employeebenefit plans currently and hereafter maintained by the Company of generalapplicability to other senior executives of the Company, including, withoutlimitation, the Company's group medical, dental, vision, disability, lifeinsurance, and flexible-spending account plans. The Company reserves the rightto cancel or change the benefit plans and programs it offers to its employees atany time. Upon the Effective Date, Executive shall be offered an indemnificationagreement comparable in form and substance to indemnification agreementspreviously entered into by and between the Company and its executiveofficers.

Vacation
. Executive will be entitled to paidvacation of four (4) weeks per year in accordance with the Company's vacationpolicy, with the timing and duration of specific vacations mutually andreasonably agreed to by the parties hereto.

Additionally, the Company recognizes that the Executive has certainrequirements and responsibilities associated with the sale of certain assets forwhich the Executive has a personal interest. The Company recognizes that theseresponsibilities will require the Executive to be absent from his duties duringJanuary 2001, from time to time. The Company agrees to allow the Executive totake this time from his duties in addition to the personal days vacation allowedby this agreement.
Expenses
. The Company will reimburse Executive for reasonable travel,entertainment or other expenses incurred by Executive in the furtherance of orin connection with the performance of Executive's duties hereunder, includingbut not limited to, first-class airfare, hotel accommodations, andtransportation expenses incurred by Executive while traveling between theCompany's headquarters and Executive's domicile. Such expenses shall bereimbursed in accordance with the Company's expense reimbursement policy as ineffect from time to time.
Wellness Reimbursement
. While Executive is employed hereunder, theCompany will reimburse Executive for the reasonable costs incurred in connectionwith Executive's annual physical examination at the Mayo Clinic; provided,however, that Executive will disclose any material findings made in connectionwith the annual examination to the Board.

Severance
.

Involuntary Termination
. If Executive's employment with the Companyterminates other than voluntarily by the Executive or for "Cause" (as definedherein) by the Company (including Executive's death or disability), andExecutive signs and does not revoke a standard release of claims with theCompany, then
, 
subject to Section 12,
Executive shall beentitled to receive (i) continuing payments of severance pay (less applicablewithholding taxes) at a rate equal to his Base Salary rate, as then in effect,for a period of twelve (12) months from the date of such termination, to be paidperiodically in accordance with the Company's normal payroll policies, and (ii)a 
pro-rated bonus payment equal to 50% of Executive'sperformance bonus as in effect for the Company's fiscal year prior to the dateof termination, pro-rated by multiplying such bonus amount by a fraction, thenumerator of which shall be the number of days prior to the date of terminationduring the year of termination, and the denominator of which shall be three-hundred andsixty-five.

Voluntary Termination; Termination forCause
. If Executive's employment with the Company terminates voluntarily byExecutive or for Cause by the Company, then (i) all vesting of the Optionwill terminate immediately and all payments of compensation by the Company toExecutive hereunder will terminate immediately (except as to amounts alreadyearned), and (ii) Executive will only be eligible for severance benefits inaccordance with the Company's established policies as then ineffect.

Change of Control Benefits
. In the event of a"Change of Control" (as defined below) that occurs prior to the Executive'stermination of employment, the Option will have its vesting accelerated so as tobecome 100% vested. Thereafter, the Option will continue to be subject to theterms, definitions and provisions of the Option Plan and OptionAgreement.

Definitions
.

Cause
. For purposes of this Agreement, "Cause" is defined as(i) an act of dishonesty made by Executive in connection with Executive'sresponsibilities as an employee, (ii) Executive's conviction of, or plea of
nolo contendere
 to, a felony, (iii) Executive's gross misconduct, or(iv) Executive's continued substantial violations of his employment dutiesafter Executive has received a written demand for performance from the Companywhich specifically sets forth the factual basis for the Company's belief thatExecutive has not substantially performed his duties.
Change of Control
. For purposes of this Agreement, "Change ofControl" of the Company is defined as: (i) any "person" (as such term isused in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, asamended) is or becomes the "beneficial owner" (as defined in Rule 13d-3under said Act), directly or indirectly, of securities of the Companyrepresenting 50% or more of the total voting power represented by the Company'sthen outstanding voting securities; or (ii) a change in the composition ofthe Board occurring within a two-year period, as a result of which fewer than amajority of the directors are Incumbent Directors. "Incumbent Directors" willmean directors who either (A) are directors of the Company as of the datehereof, or (B) are elected, or nominated for election, to the Board withthe affirmative votes of at least a majority of the Incumbent Directors at thetime of such election or nomination (but will not include an individual whoseelection or nomination is in connection with an actual or threatened proxycontest relating to the election of directors to the Company); or (iii) thedate of the consummation of a merger or consolidation of the Company with anyother corporation that has been approved by the stockholders of the Company,other than a merger or consolidation which would result in the voting securitiesof the Company outstanding immediately prior thereto continuing to represent(either by remaining outstanding or by being converted into voting securities ofthe surviving entity) more than fifty percent (50%) of the total voting powerrepresented by the voting securities of the Company or such surviving entityoutstanding immediately after such merger or consolidation, or the stockholdersof the Company approve a plan of complete liquidation of the Company; or(iv) the date of the consummation of the sale or disposition by the Companyof all or substantially all the Company's assets.

Confidential Information
. Executive agrees toenter into the Company's standard Confidential Information and InventionAssignment Agreement (the "Confidential Information Agreement") upon commencingemployment hereunder. 

Conditional Nature of Severance Payments
.

Noncompete
. Executive acknowledges that the natureof the Company's business is such that if Executive were to become employed by,or substantially involved in, the business of a competitor of the Company duringthe twelve (12) months following the termination of Executive's employment withthe Company, it would be very difficult for the Executive not to rely on or usethe Company's trade secrets and confidential information. Thus, to avoid theinevitable disclosure of the Company's trade secrets and confidentialinformation, Executive agrees and acknowledges that Executive's right to receivethe severance payments set forth in Section 8 (to the extent Executive isotherwise entitled to such payments) shall be conditioned upon the Executive notdirectly or indirectly engaging in (whether as an employee, consultant, agent,proprietor, principal, partner, stockholder, corporate officer, director orotherwise), nor having any ownership interested in or participating in thefinancing, operation, management or control of, any person, firm, corporation orbusiness that competes with Company or is a customer of the Company. Upon anybreach of this section, all severance payments pursuant to this Agreement shallimmediately cease.

Non-Solicitation
. Until the date one (1) yearafter the termination of Executive's employment with the Company for any reason,Executive agrees and acknowledges that Executive's right to receive theseverance payments set forth in Section 8 (to the extent Executive isotherwise entitled to such payments) shall be conditioned upon Executive noteither directly or indirectly soliciting, inducing, attempting to hire,recruiting, encouraging, taking away, hiring any employee of the Company orcausing an employee to leave his or her employment either for Executive or forany other entity or person. 

Understanding of Covenants
. The Executiverepresents that he (i) is familiar with the foregoing covenants not tocompete and not to solicit, and (ii) is fully aware of his obligationshereunder, including, without limitation, the reasonableness of the length oftime, scope and geographic coverage of these covenants.

Assignment
. This Agreement will be binding uponand inure to the benefit of (a) the heirs, executors and legalrepresentatives of Executive upon Executive's death and (b) any successorof the Company. Any such successor of the Company will be deemed substituted forthe Company under the terms of this Agreement for all purposes. For thispurpose, "successor" means any person, firm, corporation or other businessentity which at any time, whether by purchase, merger or otherwise, directly orindirectly acquires all or substantially all of the assets or business of theCompany. None of the rights of Executive to receive any form of compensationpayable pursuant to this Agreement may be assigned or transferred except by willor the laws of descent and distribution. Any other attempted assignment,transfer, conveyance or other disposition of Executive's right to compensationor other benefits will be null and void.

Notices
. All notices, requests, demands and othercommunications called for hereunder shall be in writing and shall be deemedgiven (i) on the date of delivery if delivered personally,(ii) one (1) day after being sent by a well established commercialovernight service, or (iii) four (4) days after being mailed byregistered or certified mail, return receipt requested, prepaid and addressed tothe parties or their successors at the following addresses, or at such otheraddresses as the parties may later designate in writing:

If to the Company:

Indus International                   60 Spear Street                   San Francisco, California   94105                   Kent O. Hudson, CEO and President

If to Executive:

at the last residential address known by the Company.

Severability
. In the event that any provisionhereof becomes or is declared by a court of competent jurisdiction to beillegal, unenforceable or void, this Agreement will continue in full force andeffect without said provision.

Arbitration
.

Executive agrees that any dispute or controversy arisingout of, relating to, or in connection with this Agreement, or theinterpretation, validity, construction, performance, breach, or terminationthereof, shall be settled by binding arbitration to be held in San FranciscoCounty, California in accordance with the National Rules for the Resolution ofEmployment Disputes then in effect of the American Arbitration Association (the"Rules"). The arbitrator may grant injunctions or other relief in such disputeor controversy. The decision of the arbitrator will be final, conclusive andbinding on the parties to the arbitration. Judgment may be entered on thearbitrator's decision in any court having jurisdiction.

The arbitrator(s) will apply California law to the meritsof any dispute or claim, without reference to rules of conflicts of law. Thearbitration proceedings will be governed by federal arbitration law and by theRules, without reference to state arbitration law. The Executive hereby consentsto the personal jurisdiction of the state and federal courts located inCalifornia for any action or proceeding arising from or relating to thisAgreement or relating to any arbitration in which the parties areparticipants.

EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICHDISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT,EXECUTIVE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR INCONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION,PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THISARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY TRIAL ANDRELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THEEMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, DISCRIMINATIONCLAIMS.

Integration
. This Agreement, together with theOption Plan, Option Agreement and the Confidential Information Agreementrepresents the entire agreement and understanding between the parties as to thesubject matter herein and supersedes all prior or contemporaneous agreementswhether written or oral. No waiver, alteration, or modification of any of theprovisions of this Agreement will be binding unless in writing and signed byduly authorized representatives of the parties hereto.

Tax Withholding
. All payments made pursuant tothis Agreement will be subject to withholding of applicable taxes. 

Governing Law
. This Agreement will be governed bythe laws of the State of California (with the exception of its conflict of lawsprovisions).

Acknowledgment
. Executive acknowledges that he hashad the opportunity to discuss this matter with and obtain advice from hisprivate attorney, has had sufficient time to, and has carefully read and fullyunderstands all the provisions of this Agreement, and is knowingly andvoluntarily entering into this Agreement.

 

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in thecase of the Company by their duly authorized officers, as of the day and yearfirst above written.

 

INDUS INTERNATIONAL

 

_____________________________________________		Date: _____________________________

Kent O. Hudson

CEO and President

 

EXECUTIVE

 

_____________________________________________		Date: _____________________________

Mike Highland