AMENDMENTS TO THE INDUS GROUP, INC.
                             1992 STOCK OPTION PLAN


Section 11.1 of the 1992 Stock Option Plan is amended in its entirety to read as
follows:

         11.1 Option Term. Any Option issued under this Plan shall terminate and
may no longer be exercised upon the first to occur of: (i) the tenth anniversary
date of the Date of Grant;  (ii) thirty days after the cessation or  termination
of the Optionee's  employment  with the Company for any reason other than death;
(iii) the dissolution of the Company; or (iv) the consummation of an Acquisition
or  Reorganization,  where  there is no  provision  in the  transaction  for the
continuance  of the  Plan  and  for the  assumption  of the  Option,  or for the
substitution of new options  covering the securities of a successor  corporation
or a parent or subsidiary thereof.

In addition,  the 1992 Stock Option Plan is amended to add the following Section
11.3:

         11.3 Death of Optionee.  In the event of the death of an Optionee,  the
Option may be exercised at any time within 90 days  following  the date of death
(but in no event later than the  expiration of the term of such Option),  by the
Optionee's  estate or by a person who  acquired the right to exercise the Option
by bequest or inheritance, but only to the extent that the Optionee was entitled
to exercise the Option at the date of death.