FIRST AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT

FIRST AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT

     THIS FIRST AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT (“Agreement”), dated as of the 20th day of October, 2006, by and between INDUS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC as Rights Agent (the “Rights Agent”), constitutes the First Amendment to the Stockholder Protection Rights Agreement dated January 25, 2005 by and between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.

     WHEREAS, the Company, Iridium Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Fortezza Iridium Holdings, Inc., a Delaware corporation (“Parent”), have proposed to enter into an Agreement and Plan of Merger to be dated the date hereof (the “Merger Agreement”);

     WHEREAS, the Company desires to amend the Rights Agreement to render the Rights inapplicable to the Merger (as defined in the Merger Agreement) and the other transactions contemplated by the Merger Agreement;

     WHEREAS, the Company deems the amendment to the Rights Agreement contemplated by this Agreement to be necessary and desirable and in the best interests of the holders of the Rights and has duly approved this Agreement;

     WHEREAS, no Flip-In Date has occurred; and

     WHEREAS, Section 5.4 of the Rights Agreement permits the Company at any time prior to the Close of Business on the Flip-In Date to amend the Rights Agreement in any respect without the approval of the holders of Rights.

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1. The Rights Agreement is hereby amended by:

     (a) Adding the following sentence at the end of the definition of “Acquiring Person” in Section 1.1 of the Rights Agreement:

Notwithstanding any of the terms of the foregoing definition, no Person shall become an “Acquiring Person” solely as the result of the execution and delivery of, or the consummation of any of the transactions (the “Transactions”) contemplated by, (i) the Agreement and Plan of Merger (the “Merger Agreement”) dated as of October 20th, 2006, by and among Fortezza Iridium Holdings, Inc., a Delaware corporation (“Parent”), Iridium Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and the Company or (ii) any agreements, documents or instruments executed or entered into in connection with the Merger Agreement (collectively with the Merger Agreement, the “Transaction Documents”).