**EXHIBIT 10.17**
 
**INDUS INTERNATIONAL

KENT HUDSON EMPLOYMENT AGREEMENT**
 

This Agreement is entered into as of January 11, 2000, by and between IndusInternational (the "Company"), and Kent Hudson (the "Executive").
Duties and Scope of Employment
.
Positions and Duties
.  As of the Effective Date, Executive will serve as Chief ExecutiveOfficer
of the Company.  Executive will render such business and professional services in theperformance of his duties, consistent with Executive's position within the Company, as shallreasonably be assigned to him by the Company's Board of Directors (the "Board"). 
Obligations
.  During the Employment Term, Executive will perform his duties faithfullyand to the best of his ability and will devote his business efforts and time to the Company at theCompany's San Francisco, California offices.  Executive understands and agrees that frequent travelmay be necessary in carrying out his duties hereunder including, without limitation, frequent travelto the Company's offices in Atlanta, Georgia from the Company's main headquarters in San Francisco,California.  During the Employment Term, Executive agrees not to actively engage in any otheremployment, occupation or consulting activity for any direct or indirect remuneration without theprior approval of the Board;  provided, however, that Executive may serve in any capacity with anycivic, educational or charitable organization, or as a member of corporate Boards of Directors orcommittees thereof and may continue to serve as managing member of KTN Investments, LLC and asChairman of the Board and Chief Executive Officer of SchoolDude.com, without the approval of theBoard, so long as such activities do not materially interfere with his duties and obligations underthis Agreement.
Employment Term
.    Executive's employment with the Company pursuant to this Agreement(the "Employment Term") shall commence on the Effective Date and shall continue, unless otherwiseterminated earlier as provided in Section 6 hereof, until the date twelve (12) months from theEffective Date (the "Original Term"), provided that the Employment Term shall be extended by theCompany, in its sole discretion, for an additional twelve (12) month period (the "Additional Term")if, at least ninety (90) days prior to the end of the Original Term, the Company has notified theExecutive in writing that the Employment Term shall be extended.  If the Company does not notifyExecutive in writing that the Employment Term shall be extended at the end of the Original Term,then at such time, Executive shall become an
 "at-will" employee ofthe Company and the employment relationship may be terminated at any time, upon written notice tothe other party, with or without good cause or for any or no cause, at the option either of theCompany or Executive.	

Compensation
.

Base Salary
.  During the Employment Term, the Company will payExecutive as compensation for his services a base salary at the annualized rate of $550,000 (the"Base Salary").  The Base Salary will be paid periodically in accordance with the Company's normalpayroll practices and be subject to the usual, required withholding.  

Recruiting Fee
.  Within two months of the Effective Date, in consideration of the loss ofyour professional services, Trinity Coast, Inc. will receive a one-time payment of one hundredthousand dollars ($100,000), payable in a lump sum.  

Annual Bonus
.  In addition to the Base Salary, Executive may receive aperformance bonus during each year of employment with the Company under this Agreement equal to anamount, to be determined by the Board or the Company's Compensation Committee, of up to one hundredpercent (100%) of Base Salary; provided, however, that, subject to Section 8, the payment of anysuch bonus shall be subject to Executive's continued employment with the Company through the end ofthe applicable Company fiscal year.  Such performance bonus, if any, shall be based upon performancecriteria to be determined by the Board or the Company's Compensation Committee within ninety (90)days of the Effective Date, or each anniversary of the Effective Date, as applicable.Notwithstanding the foregoing, Executive shall be entitled to receive a performance bonus in the2000 calendar year of an amount, to be determined by the Board or the Compensation Committee, thatis no less than 50% of the Base Salary paid to the Executive for such year.

Stock Option
.  The Company will recommend to the Board that, at thefirst Board meeting following the Effective Date, Executive be granted a stock option
, 
whichwill be, to the extent possible under the $100,000 rule of Section 422(d) of the InternalRevenue Code of 1986, as amended (the "Code") an "incentive stock option" (as defined inSection 422 of the Code), to purchase 1,000,000 shares of the Company's Common Stock at anexercise price equal to the per share fair market value of the Company's Common Stock on the date ofgrant (the "Option").  Subject to the accelerated vesting provisions set forth herein, the Optionwill 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 be fully vested andexercisable three (3) years from the date of grant, subject to Executive's continued service to theCompany on the relevant vesting dates.  The Option will be subject to the terms, definitions andprovisions of the Company's Stock Plan (the "Option Plan") and the stock option agreement by andbetween Executive and the Company (the "Option Agreement"), both of which documents are incorporatedherein by reference. 

Employee Benefits; Indemnification
.  During the Employment Term,Executive will be entitled to participate in the employee benefit plans currently and hereaftermaintained by the Company of general applicability to other senior executives of the Company,including, without limitation, the Company's group medical, dental, vision, disability, lifeinsurance, and flexible-spending account plans.  The Company reserves the right to cancel or changethe benefit plans and programs it offers to its employees at any time.  Upon the Effective Date,Executive shall be offered an indemnification agreement comparable in form and substance toindemnification agreements previously entered into by and between the Company and its executiveofficers.

Vacation
.  Executive will be entitled to paid vacation of four (4)weeks per year in accordance with the Company's vacation policy, with the timing and duration ofspecific vacations mutually and reasonably agreed to by the parties hereto.

Expenses
.  The Company will reimburse Executive for reasonable travel, entertainment orother expenses incurred by Executive in the furtherance of or in connection with the performance ofExecutive's duties hereunder, including but not limited to, first-class airfare, hotelaccommodations, and transportation expenses incurred by Executive while traveling between theCompany's headquarters and Executive's domicile.   Such expenses shall be reimbursed in accordancewith the Company's expense reimbursement policy as in effect from time to time.
Wellness Reimbursement
.  While Executive is employed hereunder, the Company willreimburse Executive for the reasonable costs incurred in connection with Executive's annual physicalexamination at the Mayo Clinic; provided, however, that Executive will disclose any materialfindings made in connection with the annual examination to the Board.

Severance
.

Involuntary Termination
.  If Executive's employment with the Company terminates otherthan voluntarily by the Executive or for "Cause" (as defined herein) by the Company (includingExecutive's death or disability), and Executive signs and does not revoke a standard release ofclaims with the Company, then
, 
subject to Section 12,
Executive shall be entitledto receive (i) continuing payments of severance pay (less applicable withholding taxes) at a rateequal to his Base Salary rate, as then in effect, for a period of twelve (12) months from the dateof such termination, to be paid periodically in accordance with the Company's normal payrollpolicies, and (ii) a 
pro-rated bonus payment equal to 100% of Executive'sperformance bonus as in effect for the Company's fiscal year prior to the date of termination, pro-rated by multiplying such bonus amount by a fraction, the numerator of which shall be the number ofdays prior to the date of termination during the year of termination, and the denominator of whichshall be three-hundred and sixty-five; provided, however, that if Executive is terminated prior toDecember 31, 2000, the performance bonus shall be deemed to be $550,000 for purposes of the pro-ratacalculation.

Voluntary Termination; Termination for Cause
.  If Executive'semployment with the Company terminates voluntarily by Executive or for Cause by the Company, then(i) all vesting of the Option will terminate immediately and all payments of compensation bythe Company to Executive hereunder will terminate immediately (except as to amounts already earned),and (ii) Executive will only be eligible for severance benefits in accordance with theCompany's established policies as then in effect.

Change of Control Benefits
.  In the event of a "Change ofControl" (as defined below) that occurs prior to the Executive's termination of employment, theOption will have its vesting accelerated so as to become 100% vested.  Thereafter, the Option willcontinue to be subject to the terms, definitions and provisions of the Option Plan and OptionAgreement.

Definitions
.

Cause
.  For purposes of this Agreement, "Cause" is defined as (i) an act ofdishonesty made by Executive in connection with Executive's responsibilities 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 violationsof his employment duties after Executive has received a written demand for performance from theCompany which specifically sets forth the factual basis for the Company's belief that Executive hasnot substantially performed his duties.
Change of Control
.  For purposes of this Agreement, "Change of Control" of theCompany is defined as: (i) any "person" (as such term is used in Sections 13(d) and 14(d)of the Securities Exchange Act of 1934, as amended) is or becomes the "beneficial owner" (as definedin Rule 13d-3 under said Act), directly or indirectly, of securities of the Companyrepresenting 50% or more of the total voting power represented by the Company's then outstandingvoting securities; or (ii) a change in the composition of the Board occurring within a two-yearperiod, as a result of which fewer than a majority of the directors are Incumbent Directors."Incumbent Directors" will mean directors who either (A) are directors of the Company as of thedate hereof, or (B) are elected, or nominated for election, to the Board with the affirmativevotes of at least a majority of the Incumbent Directors at the time of such election or nomination(but will not include an individual whose election or nomination is in connection with an actual orthreatened proxy contest relating to the election of directors to the Company); or (iii) thedate of the consummation of a merger or consolidation of the Company with any other corporation thathas been approved by the stockholders of the Company, other than a merger or consolidation whichwould result in the voting securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being converted into votingsecurities of the surviving entity) more than fifty percent (50%) of the total voting powerrepresented by the voting securities of the Company or such surviving entity outstanding immediatelyafter such merger or consolidation, or the stockholders of the Company approve a plan of completeliquidation of the Company; or (iv) the date of the consummation of  the sale or disposition bythe Company of all or substantially all the Company's assets.

Confidential Information
.  Executive agrees to enter into theCompany's standard Confidential Information and Invention Assignment Agreement (the"Confidential Information Agreement") upon commencing employment hereunder.  

Conditional Nature of Severance Payments
.

Noncompete
.   Executive acknowledges that the nature of the Company'sbusiness is such that if Executive were to become employed by, or substantially involved in, thebusiness of a competitor of the Company during the twelve (12) months following the termination ofExecutive's employment with the Company, it would be very difficult for the Executive not to rely onor use the Company's trade secrets and confidential information.  Thus, to avoid the inevitabledisclosure of the Company's trade secrets and confidential information, Executive agrees andacknowledges that Executive's right to receive the severance payments set forth in Section 8(to the extent Executive is otherwise entitled to such payments) shall be conditioned upon theExecutive not directly or indirectly engaging in (whether as an employee, consultant, agent,proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor havingany ownership interested in or participating in the financing, operation, management or control of,any person, firm, corporation or business that competes with Company or is a customer of theCompany.  Upon any breach of this section, all severance payments pursuant to this Agreement shallimmediately cease.  The Executive will not have any competitive restrictions in conducting businesswith educational institutions or any business of SchoolDude.com.

		(b)	Non-Solicitation.  Until the date one (1) year afterthe termination of Executive's employment with the Company for any reason, Executive agrees andacknowledges that Executive's right to receive the severance payments set forth in Section 8(to the extent Executive is otherwise entitled to such payments) shall be conditioned upon Executivenot either directly or indirectly soliciting, inducing, attempting to hire, recruiting, encouraging,taking away, hiring any employee of the Company or causing an employee to leave his or heremployment either for Executive or for any other entity or person. 

		(c)	Understanding of Covenants.  The Executive represents thathe (i) is familiar with the foregoing covenants not to compete and not to solicit, and(ii) is fully aware of his obligations hereunder, including, without limitation, thereasonableness of the length of time, scope and geographic coverage of these covenants.

Assignment
.  This Agreement will be binding upon and inure to thebenefit of (a) the heirs, executors and legal representatives of Executive upon Executive'sdeath and (b) any successor of the Company.  Any such successor of the Company will be deemedsubstituted for the Company under the terms of this Agreement for all purposes.  For this purpose,"successor" means any person, firm, corporation or other business entity which at anytime, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantiallyall of the assets or business of the Company.  None of the rights of Executive to receive any formof compensation payable pursuant to this Agreement may be assigned or transferred except by will orthe laws of descent and distribution.  Any other attempted assignment, transfer, conveyance or otherdisposition of Executive's right to compensation or other benefits will be null and void.

Notices
.  All notices, requests, demands and other communicationscalled for hereunder shall be in writing and shall be deemed given (i) on the date of deliveryif delivered personally, (ii) one (1) day after being sent by a well establishedcommercial overnight service, or (iii) four (4) days after being mailed by registered orcertified mail, return receipt requested, prepaid and addressed to the parties or their successorsat the following addresses, or at such other addresses as the parties may later designate inwriting:

If to the Company:

E.M. Warburg Pincus & Co. LLC

Managing Director

466 Lexington Avenue

New York, NY 10017-3147**]**
Attn: **[William Janeway]**
If to Executive:

at the last residential address known by the Company.

Severability
.  In the event that any provision hereof becomes or isdeclared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreementwill continue in full force and effect without said provision.

Arbitration
.

Executive agrees that any dispute or controversy arising out of, relating to,or in connection with this Agreement, or the interpretation, validity, construction, performance,breach, or termination thereof, shall be settled by binding arbitration to be held in San FranciscoCounty, California in accordance with the National Rules for the Resolution of Employment Disputesthen in effect of the American Arbitration Association (the "Rules").  The arbitrator may grantinjunctions or other relief in such dispute or controversy.  The decision of the arbitrator will befinal, conclusive and binding 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 merits of any dispute orclaim, without reference to rules of conflicts of law.  The arbitration proceedings will be governedby federal arbitration law and by the Rules, without reference to state arbitration law.  TheExecutive hereby consents to the personal jurisdiction of the state and federal courts located inCalifornia for any action or proceeding arising from or relating to this Agreement or relating toany arbitration in which the parties are participants.

EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION.EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE AGREES TO SUBMIT ANY CLAIMS ARISINGOUT OF, RELATING TO, OR IN CONNECTION 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 AND RELATES TO THERESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDINGBUT NOT LIMITED TO, DISCRIMINATION CLAIMS.

Integration
.  This Agreement, together with the Option Plan, OptionAgreement and the Confidential Information Agreement represents the entire agreement andunderstanding between the parties as to the subject matter herein and supersedes all prior orcontemporaneous agreements whether written or oral.  No waiver, alteration, or modification of anyof the provisions of this Agreement will be binding unless in writing and signed by duly authorizedrepresentatives of the parties hereto.

Tax Withholding
.  All payments made pursuant to this Agreement will besubject to withholding of applicable taxes. 

Governing Law
.  This Agreement will be governed by the laws of theState of California (with the exception of its conflict of laws provisions).

Acknowledgment
.  Executive acknowledges that he has had theopportunity to discuss this matter with and obtain advice from his private attorney, has hadsufficient time to, and has carefully read and fully understands all the provisions of thisAgreement, and is knowingly and voluntarily entering into this Agreement.

 

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of theCompany by their duly authorized officers, as of the day and year first above written.

 

INDUS INTERNATIONAL

 

By: 							Date: 				
Title: 					
 

EXECUTIVE

 

							Date: 				
Kent Hudson