EXHIBIT 10.37
 
STOCK PURCHASE AGREEMENT
 
This Stock Purchase Agreement (the "Agreement") is made by and
among Robert Felton ("Seller"), Warburg, Pincus Investors, L.P.
("Buyer") and Indus International, Inc. (the "Company") as of January
13, 1999.
 
RECITALS
 
A.      Seller desires to sell Five Million (5,000,000) shares of Common
Stock of the Company owned by him (the "Shares") to Buyer;
 
B. Buyer desires to buy the Shares from Seller; and
 
C. Company is willing to waive any rights it may have under its
corporate policies to prohibit the sale of the Shares from Buyer to
Seller provided that Buyer agrees to vote shares of Common Stock of the
Company held by it in the manner described herein;
 
Therefore, in consideration of the above recitals and the mutual
covenants herein contained, the Parties agree as follows:
 
1.      The Shares Transaction.
 
1.1     Purchase and Sale of Shares. Subject to the terms and
conditions hereof and in reliance upon the representations,
warranties and agreements contained herein, Buyer agrees to
purchase from Seller and Seller agrees to sell to Buyer the
Shares at a price per Share of $5.00 for aggregate
consideration of $25,000,000 (the "Purchase Price").
 
1.2     Closing Date. The closing of the purchase and sale of the
Shares hereunder (the "Closing") shall be held at the offices
of Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo
Alto, California 94304 on January15, 1999 or such other time
and place as the parties shall agree to (the"Closing Date").
 
1.3     Delivery. At Closing, Seller shall deliver to Buyer a
certificate representing the Shares duly endorsed to Buyer
against delivery to Seller of check or wire transfer payable to
the order of Seller in the amount of the Purchase Price.
 
1.4     Waiver by Company. The Company waives any rights it may have
under any of its corporate policies to restrict the
transactions described above in this Section 1.
 
2.      Representation and Warranties of Buyer and Seller.
 
2.1     Title of Seller. Seller hereby represents that Seller has
full right, title and ownership in the Shares free of any liens
or encumbrances.
2.2     Buyer's Knowledge. Buyer hereby represents that it has such
knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of the
transactions contemplated by this Agreement and that it has had
full access to all material information relating to the Company
necessary to evaluate such transactions.
2.3     Seller's Knowledge. Seller hereby represents that he has
such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of the
transactions contemplated by this Agreement and that he has had
full access to all material information relating to the Company
necessary to evaluate such transactions.
2.4     Legend. Buyer understands that the Shares will be considered
"restricted securities" under the Securities Act of 1933, as
amended and will bear an appropriate legend reflecting that
status.
 
3.      Voting Agreement.
 
3.1     Voting. With respect to any proposal (including proposals
relating to the election of directors) presented to the holders
of the capital stock of the Company whether at an annual or
special meeting of stockholders or pursuant to a written
consent, Buyer shall exercise its voting rights with respect to
any shares of capital stock of the Company owned by it such
that shares of capital stock of the Company owned by Buyer or
its affiliates (collectively "Warburg Shares") are voted as
follows:
 
(a)Buyer may vote in its sole and absolute discretion its
Warburg Shares such that the Warburg Shares voted by it
pursuant to this Clause 3.1(a) plus all other Warburg Shares
voted on such proposal represent 50% or less of the votes
eligible to be cast on such proposal.
(b) Buyer shall vote its Warburg Shares not voted pursuant to
clause (a) above, if any, in the same proportions as the other
stockholders of the Company vote their shares of capital stock
entitled to vote on such proposal.
 
3.2     Enforcement. Buyer and Company hereby agree that it is
impossible to measure in money the damages which will accrue to
Company as a result of a failure by Buyer to perform its
obligations under this Section 3 and agree that the terms of
this Section 3 shall be specifically enforceable. If the
Company institutes any action or proceeding to specifically
enforce the provisions hereof, Buyer hereby waives the claim or
defense therein that Company has an adequate remedy at law, and
Buyer shall not offer in any such action or proceeding the
claim or defense that such remedy at law exists.
 
3.3     Waiver. Buyer's obligations under this Section 3 may be
waived, terminated or modified only by the written agreement of
Buyer and Company.
 
4.      Miscellaneous.
 
4.1     Governing Law. This Agreement shall be governed in all
respects by the laws of the State of Delaware, without regard
to any provisions thereof relating to conflicts of laws among
different jurisdictions.  The parties hereby agree to submit to
the jurisdiction of the federal and state courts of the State
of California with respect to the breach or interpretation of
this Agreement or the enforcement of any and all rights,
duties, liabilities, obligations, powers, and other relations
between the parties arising under this Agreement.
4.2     Survival. The representations, warranties, covenants and
agreements made herein shall survive any investigation made by
Buyer, Seller or the Company and the closing of the
transactions contemplated hereby.
4.3     Successors and Assigns. Except as otherwise provided herein,
the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto.
4.4     Entire Agreement; Amendment. This Agreement and the other
documents delivered pursuant hereto constitute the full and
entire understanding and agreement among the parties with
regard to the subjects hereof and thereof. Except as provided
in Section 3, neither this Agreement nor any term hereof maybe
amended, waived, discharged or terminated other than by a
written instrument signed by Buyer, Seller and Company.
4.5     Notices, Etc. All notices and other communications required
or permitted hereunder, shall be in writing and shall be
personally delivered, sent by facsimile, mailed by registered
or certified mail, postage prepaid, return receipt requested,
or delivered by a nationally recognized overnight courier,
addressed:
 
 If to Buyer:           Warburg, Pincus Investors, L.P.
                        466 Lexington Avenue
                        New York, New York 10017
                        Attn: Joseph P. Landy
If to Seller:           Robert Felton
                        91 Tiger Tail Court
                        Orinda, CA 94563
If to Company:          Indus International, Inc.
                        60 Spear Street
                        San Francisco, CA 94105
 
Any such notice or communication shall be deemed to have been
received (A) in the case of personal delivery or delivery by
telecopier, on the date of such delivery, (B) in the case of a
commercial overnight courier, on the next business day after
the date when sent and (C) in the case of mailing, on the third
business day following that on which the piece of mail
containing such communication is posted.
 
4.6     Waiver of Conflict. Each party to this Agreement that has
been or continues to be represented by Wilson, Sonsini,
Goodrich & Rosati, counsel to the Company, hereby acknowledges
that Rule 3-310 of the Rules of Professional Conduct
promulgated by the State Bar of California requires an attorney
to avoid representations in which the attorney has or had a
relationship with another party interested in the
representation without the informed written consent of all
parties affected.  By executing this Agreement, each such party
gives his or its informed written consent to the representation
of the Company by Wilson, Sonsini, Goodrich &Rosati in
connection with this Agreement and the transactions
contemplated hereby.
4.7     Severability. In the event that any provision of this
Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said
provision; provided that no such severability shall be
effective if it materially changes the economic benefit of this
Agreement to any party.
4.8     Counterparts. This Agreement may be executed in any number
of counterparts, all of which together shall constitute one
instrument.
 
 In witness whereof, the parties have executed this Agreement
as of thefirst date set above.
 
 
SELLER                                  BUYER
 
Warburg, Pincus Investors,
L.P.
By: Warburg, Pincus & Co.,
its General Partner
 
/s/ Robert W. Felton                            By: /s/ Joseph P. Landy
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Robert W. Felton
 
 
COMPANY
 
 
 /s/ William J. Grabske
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William J. Grabske