SEPARATION AGREEMENT, GENERAL RELEASE OF ALL CLAIMS AND COVENANT NOT TO SUE

EXHIBIT 99.1

SEPARATION AGREEMENT, GENERAL RELEASE OF ALL CLAIMS
AND COVENANT NOT TO SUE

     This Separation Agreement, General Release of All Claims and Covenant Not to Sue (the “Agreement”) is entered into as of the 31st day of October, 2006 by and between Indus International, Inc. (hereinafter “Company”) and John D. Gregg (hereinafter “Employee”).

     WHEREAS, Employee has worked for Company as Executive Vice President of Field Operations;

     WHEREAS, after discussion, Employee has decided to voluntarily resign from his employment with the Company;

     WHEREAS, Employee and Company have mutually agreed that it is in their respective best interests to bring the employment of Employee to an end under the terms of this Agreement;

     WHEREAS, the decision has been made that Employee’s final day of employment at the Company will be October 31 2006 (the “Separation Date”); and

     WHEREAS, in exchange for Employee’s general releases discussed herein, Company has agreed to provide severance benefits to Employee, which are not normally provided to employees who resign, and the parties to this Agreement desire to resolve all issues between them relating to Employee’s employment and the termination of that employment;

     NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Employee agree as follows:

      1. Termination of Employment .

     Employee’s employment with Company will end on the Separation Date. It is acknowledged and agreed that any services or assistance provided by Employee during the period of cooperation described in Section 15 of this Agreement shall be provided in the capacity of an independent contractor and not as an employee.

     Employee acknowledges and agrees that Company has met all of its obligations under all agreements with Employee governing his employment and/or compensation or benefits through the date of execution of this Agreement. Employee acknowledges and admits that he has been paid all wages, bonuses, accrued benefits and other amounts due to him through the date of execution of this Agreement. The parties agree that, except for the severance benefits specifically set forth in Section 2 of this Agreement, Company owes no additional amounts to Employee for wages, commissions, back pay, severance pay, bonuses, accrued vacation, benefits, insurance, sick leave, other leave, reimbursement of expenses, or any other reason. This Agreement is intended to and does settle and resolve all claims of whatever nature that Employee might have against Company for whatever reason as of the date of execution of this Agreement.

     Employee and Company are parties to that certain Employment Agreement effective as of October 1, 2005 (the “Employment Agreement”). Employee acknowledges and agrees as follows: (i) he has resigned as an employee of the Company voluntarily; (ii) his resignation is not a termination for “Good Reason” as contemplated under Section 6(b) of the Employment Agreement; (iii) pursuant to Section 6(c) of the Employment Agreement, all payments of compensation by the Company to Employee will terminate on the Separation Date; and (iv) Employee is not entitled to any severance, compensation or other benefit contemplated or described in the Employment Agreement or the Company’s policies.

     Employee presently holds outstanding options to purchase 440,000 shares of Company stock (the “Options”), which were issued under the Indus International, Inc. 1997 Stock Plan and the Indus International, Inc. 2004 Long-Term Incentive Plan (collectively, the “Incentive Plans”) and memorialized in various award agreements between Employee and the Company (the “Option Agreements”). Employee acknowledges and agrees that, pursuant to the terms of the Incentive Plans, the Option Agreements, and Employment Agreement, the 207,500 Options which presently are unvested will terminate as of the Separation Date and will be of no further force or effect, and the 232,500 Options which presently are vested will remain exercisable for three months following the Separation Date.

     In addition, Employee presently holds 25,000 shares of restricted stock (the “Restricted Stock”) which were issued under the Indus International, Inc. 2004 Long-Term Incentive Plan and memorialized in various agreements between Employee and the Company (the “Restricted Stock Agreements”). Employee acknowledges and agrees that, pursuant to the terms of the 2004 Long-Term Incentive Plan and the Restricted Stock Agreements, Employee will forfeit all of his right, title, and interest in and to the Restricted Stock as of the Separation Date, and the Restricted Stock will revert to the Company.

      2. Severance Benefits .

     (a) In consideration of Employee’s promises and the release and covenant not to sue contained in Section 3 of this Agreement, Company agrees:

          (i) to pay Employee a total payment of One Hundred Nineteen Thousand Nine Hundred and Ninety Five Dollars ($119,995) , less withholdings for taxes and other required items. The foregoing payment shall on or about the Company’s first regular payroll date after the eighth (8 ^th ) day following the date of execution of this Agreement.

          (ii) to reimburse Employee on a monthly basis for up to six (6) months the full amount of any payments he makes under COBRA to continue receiving health, medical, and/or dental benefits for himself or his dependents under the Company’s benefit plans; provided that, the Company’s reimbursement obligation shall cease prior to the six (6) month anniversary of this Agreement if Employee becomes eligible to receive health, medical, and/or dental benefits from a new employer. These reimbursements shall be made promptly upon submission of documentation reasonably acceptable to the Company that COBRA payments have been made by Employee, in accordance with the Company’s expense reimbursement policy, as in effect from time to time.

     (b) The parties acknowledge and agree that the above payments and agreements have been negotiated and agreed upon voluntarily by both parties. The parties also acknowledge and

agree that these amounts exceed any and all pay and benefits to which Employee already may have been entitled by contract or law, or for any other reason, and that they constitute good, valuable and sufficient consideration for Employee’s covenants and agreements contained in this Agreement.

3. General Release Of All Claims And Potential Claims Against Company and Covenant Not To Sue .

     In consideration of the payments made to him by Company and the other covenants and promises contained in Section 2(a) of this Agreement, Employee, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Company and all of its past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns, partners and attorneys (hereinafter “Releasees”) from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Employee, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against Company or any of the Releasees, including but not limited to those Claims arising out of or in any way connected with Employee’s employment with Company or any of the other Releasees or the termination of any such employment relatio