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<SEC-DOCUMENT>/in/edgar/work/20000814/0000931763-00-001997/0000931763-00-001997.txt : 20000921
<SEC-HEADER>0000931763-00-001997.hdr.sgml : 20000921
ACCESSION NUMBER:		0000931763-00-001997
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		9
CONFORMED PERIOD OF REPORT:	20000630
FILED AS OF DATE:		20000814

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CLARUS CORP
		CENTRAL INDEX KEY:			0000913277
		STANDARD INDUSTRIAL CLASSIFICATION:	 [7372
]		IRS NUMBER:				581972600
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	000-24277
			FILM NUMBER:		696846
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		3970 JOHNS CREEK CT
				STREET 2:		STE 100
				CITY:			SUWANEE
				STATE:			GA
				ZIP:			30024
				BUSINESS PHONE:		7702913900
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		3970 JOHNS CREEK CT
					STREET 2:		STE 100
					CITY:			SUWANEE
					STATE:			GA
					ZIP:			30024
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	SQL FINANCIALS INTERNATIONAL INC /DE/
						DATE OF NAME CHANGE:	19980911
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-Q
<TEXT>

<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q

(Mark one)
[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
For the quarterly period ended June 30, 2000
                                       or
[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
For the transition period from _________  to  _________

Commission File Number: 0-24277


                              Clarus Corporation
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                Delaware                                 58-1972600
     -------------------------------                ---------------------
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                Identification Number)

                            3970 Johns Creek Court
                            Suwanee, Georgia 30024
                   ----------------------------------------
                   (Address of principal executive offices)
                                  (Zip code)

                                (770) 291-3900
             ---------------------------------------------------
             (Registrant's telephone number, including area code)


- --------------------------------------------------------------------------------
                    (Former name, former address and former
                  fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
                                       -    --

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

                       Common Stock, ($.0001 Par Value)
           --------------------------------------------------------
               15,343,613 shares outstanding as of July 31, 2000

<PAGE>

INDEX
- -----
                              CLARUS CORPORATION


PART I   FINANCIAL INFORMATION
- -------  ---------------------

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets (unaudited) -
           June 30, 2000 and December 31, 1999;

         Condensed Consolidated Statements of Operations (unaudited) -
           Three and six months ended June 30, 2000 and 1999;

         Condensed Consolidated Statements of Cash Flows (unaudited) -
           Six months ended June 30, 2000 and 1999;

         Notes to Condensed Consolidated Financial Statements (unaudited) -
           June 30, 2000

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

Item 3.  Quantitative and Qualitative Disclosures About Market Risk - Not
         Applicable

PART II  OTHER INFORMATION
- -------  -----------------

Item 2.  Changes in Securities and Use of Proceeds

Item 4.  Submission of Matters to a Vote of Security Holders

Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES

                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION
- -------  ---------------------

Item 1.  Financial Statements


                              CLARUS CORPORATION
               CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

              (in thousands, except share and per share amounts)

<TABLE>
<CAPTION>
                                                                                        June 30,                  December 31,
                                                                                          2000                        1999
                                                                                        ---------                 ------------
<S>                                                                                     <C>                       <C>
                              ASSETS
CURRENT ASSETS:
 Cash and cash equivalents                                                               $191,161                    $14,127
 Marketable securities                                                                     16,175                        -0-
 Trade accounts receivable, less allowance for doubtful accounts
   of $672 and $271 in 2000 and 1999, respectively                                         16,293                     10,389
 Deferred marketing expense, current                                                        7,081                      5,723
 Prepaids and other current assets                                                          1,915                      1,965
                                                                                         --------                    -------
Total current assets                                                                      232,625                     32,204

PROPERTY AND EQUIPMENT                                                                     6,467                      4,122

OTHER ASSETS:
 Deferred marketing expense                                                                 4,453                      4,293
 Intangible assets, net of accumulated amortization of $1,945 and
  $784 in 2000 and 1999, respectively                                                      62,488                      6,649
 Investments                                                                                6,217                      1,168
 Deposits and other long-term assets                                                          178                        127
                                                                                         --------                    -------
Total other assets                                                                         73,336                     12,237
                                                                                         --------                    -------

TOTAL ASSETS                                                                             $312,428                    $48,563
                                                                                         ========                    =======
</TABLE>

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

                                       3
<PAGE>

Item 1.   Financial Statements (continued)

                              CLARUS CORPORATION
         CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (continued)

               (in thousands, except share and per share amount)

<TABLE>
<CAPTION>
                                                                                              June 30,          December 31,
                                                                                                2000               1999
                                                                                             ---------          ------------
<S>                                                                                          <C>                <C>
                 LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable and accrued liabilities                                                $ 11,964             $  6,326
     Deferred revenue                                                                           3,863                3,081
     Current maturities of long-term debt                                                           7                6,046
                                                                                             --------             --------
Total current liabilities                                                                      15,834               15,453
NONCURRENT LIABILITIES:
     Deferred revenue                                                                             701                  293
     Long-term debt, net of current maturities                                                  5,000                  -0-
     Other non-current liabilities                                                                202                  202
                                                                                             --------             --------
Total liabilities                                                                              21,737               15,948

STOCKHOLDERS' EQUITY:
    Common Stock, $.0001 par value; 100,000,000 shares authorized,
        15,395,155 and 11,600,681 shares issued and 15,320,155 and
        11,525,681 shares outstanding in 2000 and 1999, respectively                                2                    1
    Additional paid-in capital                                                                367,070               77,008
    Accumulated deficit                                                                       (72,456)             (44,122)
    Treasury stock, at cost                                                                        (2)                  (2)
    Foreign currency translation adjustment                                                         8                    0
    Unrealized gain (loss) on marketable securities                                               293                    0
    Deferred compensation                                                                      (4,224)                (270)
                                                                                             --------             --------
Total stockholders' equity                                                                    290,691               32,615
                                                                                             --------             --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                   $312,428             $ 48,563
                                                                                             ========             ========

</TABLE>

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

                                       4
<PAGE>

Item 1.   Financial Statements (continued)

                              CLARUS CORPORATION
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
                   (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                 Three months ended        Six months ended
                                                       June 30                  June 30
                                              -----------------------     ----------------------
                                                  2000        1999          2000        1999
                                              -----------    --------     --------    ----------
<S>                                           <C>            <C>          <C>         <C>
REVENUES:
  License fees                                   $  7,845    $ 4,220      $ 13,641    $ 7,879
  Services fees                                     2,240      7,059         3,450     14,801
                                                 --------    -------      --------    -------
      Total revenues                               10,085     11,279        17,091     22,680
COST OF REVENUES:
  License fees                                         59        365            98        711
  Services fees                                     2,527      4,260         4,099      8,610
                                                 --------    -------      --------    -------
      Total cost of revenues                        2,586      4,625         4,197      9,321

OPERATING EXPENSES:
  Research and development, exclusive of
   noncash expense                                  5,252      2,358         8,336      4,552
  In-process research and development expense       8,300          0         8,300          0
  Sales and marketing, exclusive of noncash
   expense                                          8,634      3,444        15,097      6,817
  General and administrative, exclusive of
   noncash expense                                  2,369      1,603         4,995      3,222
  Depreciation and amortization                     1,564        963         2,264      1,833
  Noncash research and development expense            -0-        -0-           826        -0-
  Noncash sales and marketing expense               2,017        -0-         3,829        -0-
  Noncash general and administrative expense          331         42         1,476         84
                                                 --------    -------      --------    -------
   Total operating expenses                        28,467      8,410        45,123     16,508

OPERATING LOSS                                    (20,968)    (1,756)      (32,229)    (3,149)
GAIN ON SALE OF ERP ASSETS                            547        -0-           547        -0-
INTEREST INCOME                                     3,576        111         4,562        228
INTEREST EXPENSE                                      (58)       (24)       (1,214)       (51)
                                                 --------    -------      --------    -------
NET LOSS                                         $(16,903)   $(1,669)     $(28,334)   $(2,972)
                                                 ========    =======      ========    =======
Loss per common share:
  Basic                                          $  (1.16)   $ (0.15)     $  (2.12)   $ (0.27)
  Diluted                                        $  (1.16)   $ (0.15)     $  (2.12)   $ (0.27)

Weighted average shares outstanding
  Basic                                            14,538     10,989        13,392     10,968
  Diluted                                          14,538     10,989        13,392     10,968
</TABLE>

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

                                       5
<PAGE>

Item 1.  Financial Statements (continued)


                              CLARUS CORPORATION
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
                                (in thousands)

<TABLE>
<CAPTION>
                                                                                                  Six months ended
                                                                                                       June 30
                                                                                           -----------------------------
                                                                                            2000                 1999
                                                                                           --------            ---------
<S>                                                                                        <C>                 <C>
 OPERATING ACTIVITIES:
 Net loss                                                                                  $(28,334)            $(2,972)
 Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                             2,264               1,873
    Amortization of debt discount                                                               982                 -0-
    In-process research and development                                                       8,300                 -0-
    Noncash research and development expense                                                    826                 -0-
    Noncash sales and marketing expense                                                       3,829                 -0-
    Noncash general and administrative expense                                                1,476                  84
    Loss on disposal of property and equipment                                                  -0-                  52
    Gain on sale of financial and human resources software business                            (547)                -0-
    Changes in operating assets and liabilities:
      Accounts receivable                                                                    (6,154)             (2,250)
      Prepaid and other current assets                                                          109                (206)
      Deposits and other long-term assets                                                       (41)                181
      Accounts payable and accrued liabilities                                                4,321                (499)
      Deferred revenue                                                                        1,190                (916)
      Other non-current liabilities                                                             -0-                 160
                                                                                           --------             -------
                NET CASH USED IN OPERATING ACTIVITIES                                       (11,779)             (4,493)

 INVESTING ACTIVITIES:
   Acquisitions, net of cash acquired                                                       (33,364)                -0-
   Purchase of marketable securities                                                        (15,632)                -0-
   Purchases of property and equipment                                                       (3,211)             (2,037)
   Purchases of intangible assets                                                               (89)                -0-
   Net proceeds from sale of ERP assets                                                       1,864                 -0-
   Purchase of investments in strategic partners                                             (5,049)                -0-
                                                                                           --------             -------
                 NET CASH USED IN INVESTING ACTIVITIES                                      (55,481)             (2,037)

 FINANCING ACTIVITIES:
   Repayments of long-term borrowings                                                        (7,021)               (309)
   Proceeds from long-term borrowings                                                         5,000                 -0-
   Proceeds from issuance of common stock related to secondary offering                     244,427                 -0-
   Proceeds from issuance of common stock related to options exercised                        1,880                 112
                                                                                           --------             -------
                NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                         244,286                (197)
                                                                                           --------             -------

 Effect of exchange rate change on cash                                                           8                 -0-

 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                           177,034              (6,727)
 CASH AND CASH EQUIVALENTS, beginning of period                                              14,127              14,799
                                                                                           --------             -------
 CASH AND CASH EQUIVALENTS, end of  period                                                 $191,161             $ 8,072
                                                                                           ========             =======
</TABLE>


                                       6
<PAGE>

<TABLE>
<S>                                                                                       <C>                            <C>
 SUPPLEMENTAL CASH FLOW DISCLOSURE:
      Cash paid for interest                                                               $    232                      $    51
                                                                                           ========                      =======

 NONCASH TRANSACTIONS:
 Issuance of warrants to purchase 50,000 shares of common stock in connection
  with marketing agreements at fair value                                                  $    986                      $   -0-
                                                                                           ========                      =======
 Issuance of 39,118 shares of common stock in connection with marketing
  agreements at fair value                                                                 $  4,361                      $   -0-
                                                                                           ========                      =======
 Issuance of 1,148,000 shares of common stock in connection with SAI
  acquisition                                                                              $ 30,353                      $   -0-
                                                                                           ========                      =======
 Receipt of marketable securities in satisfaction of trade account receivable              $    250                      $   -0-
                                                                                           ========                      =======
</TABLE>


See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

                                       7
<PAGE>

                               CLARUS CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Clarus
Corporation and subsidiaries (the "Company") have been prepared in accordance
with Generally Accepted Accounting Principles for interim financial information
and instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly,
they do not include all of the information in notes required by Generally
Accepted Accounting Principles for complete financial statements.  In the
opinion of management, all adjustments (consisting of normal recurring accruals)
necessary for a fair presentation of the unaudited financial statements for this
interim period have been included.  The results of the interim periods are not
necessarily indicative of the results to be obtained for the year ended December
31, 2000.  These interim financial statements should be read in conjunction with
the Company's audited consolidated financial statements and footnotes thereto
included in the Company's Form 10-K for the fiscal year ended December 31, 1999,
filed with the Securities and Exchange Commission.

NOTE 2.  EARNINGS PER SHARE

Basic and diluted net income (loss) per share was computed in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share," using the weighted average number of common shares outstanding. The
diluted net loss per share for the quarter and six-month period ended June 30,
2000 and 1999 does not include the effect of common stock equivalents, as their
effect would be antidilutive.


NOTE 3.  SHAREHOLDERS' EQUITY

On March 10, 2000, the Company sold 2,243,000 shares of common stock in a public
offering yielding  net proceeds to the Company of approximately $244.4 million.


NOTE 4.  INVESTMENTS

The Company has made several investments in strategic partners (privately held
companies).  The Company holds less than a 20% interest in these companies and
does not have significant influence over these companies.  These investments are
accounted for using the cost method of accounting.


NOTE 5.  ACQUISITIONS

On May 31, 2000, the Company acquired all of the outstanding capital stock of
SAI (Ireland) Limited, SAI Recruitment Limited, i2Mobile.com Limited and SAI
America Limited (the "SAI/Rodeo Companies").  The SAI/Rodeo Companies specialize
in electronic payment settlement.  The purchase consideration was approximately
$63.1 million, consisting of approximately $30.0 million in cash, 1,148,000
shares of the Company's common stock with a fair value of $ 30.4 million,
assumed options to acquire 163,200 shares of the Company's common stock with an
exercise price of $23.50 (estimated fair value of $1.8 million using the Black-
Scholes option pricing model) and acquisition costs of approximately $900,000.

                                       8
<PAGE>

The acquisition was treated as a purchase for accounting purposes, and
accordingly, the assets and liabilities were recorded based on their preliminary
fair value at the date of acquisition.  The Company retained a third-party
valuation firm to assist the Company in its evaluation of developed technologies
and in-process research and development.  The third-party evaluated SAI/Rodeo
Companies' developmental products to determine their stage of development, their
expected income generating ability, as well as risk factors associated with
achieving technological feasibility.  The Company expensed approximately $8.3
million to in-process research and development in the second quarter of 2000.
The values ascribed to intangible assets and their respective useful lives are
as follows:

                                           Intangible               Useful
                                             Asset                   Life
                                         (in thousands)           (in years)
                                         -----------------------------------
Goodwill                                   $49,809                   8
Developed technologies                       4,100                   8
Assembled workforce                            450                   7
Customer base                                  100                   4


The following unaudited pro forma information presents the results of operations
of the Company as if the acquisition had taken place on January 1, 1999, and
excludes the write-off of purchased research and development of $8.3 million (in
thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                      Six months ended
                                                            June 30
                                                    ---------------------
                                                      2000          1999
                                                    -------       -------
<S>                                                 <C>           <C>
Revenues                                            $ 17,973      $24,194
Net loss                                             (32,508)      (7,046)
Basic earnings per share:
  Net loss per common
              share                                 $  (2.24)     $ (0.58)
Equivalent number of shares                           14,538       12,116
Diluted earnings per share:
  Net loss per share                                $  (2.24)     $ (0.58)
  Equivalent number of shares                         14,540       12,116

</TABLE>


On April 28, 2000, the Company acquired all of the capital stock of iSold.com,
Inc., a Delaware corporation ("iSold"). iSold has developed a software program
that provides auctioning capabilities to its clients. The Company has decided
not to disclose the terms of this acquisition, the effects of which are
immaterial to the Company's financial position.

NOTE 6.  COMPREHENSIVE INCOME (LOSS)

SFAS No. 130 "Reporting Comprehensive Income", establishes standards of
reporting and display of comprehensive income and its components of net income
and "Other Comprehensive Income". "Other Comprehensive Income" refers to
revenue, expenses and gains and losses that are not included in net income but
rather are recorded directly in stockholders' equity.

                                       9
<PAGE>

The components of comprehensive income (loss) for the three and six months ended
June 30, 2000 and 1999 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                 Three months ended         Six months ended
                                                       June 30                  June 30
                                              -----------------------     --------------------
                                                 2000        1999           2000       1999
                                              ---------   -----------     --------    --------
<S>                                           <C>         <C>             <C>         <C>
Net loss                                      $(16,903)   $(1,669)        $(28,334)   $(2,972)
Unrealized gain on marketable
  securities                                       293          0              293          0

Foreign currency translation adjustments             8          0                8          0
                                               --------    -------        --------    -------
Comprehensive loss                             (16,602)    (1,669)         (28,033)    (2,972)
</TABLE>


NOTE 7.  CONVERTIBLE SECURITIES

  On March 14, 2000, the Company entered into a securities purchase agreement
with Wachovia Capital Investments, Inc.  Wachovia purchased a 4.5% convertible
subordinated promissory note due on March 15, 2005 in the original principal
amount of $5.0 million, which may be converted into shares of common stock of
the Company at a price of $147.20 per share of common stock.


NOTE 8.  RECLASSIFICATIONS

Certain prior period amounts have been reclassified to conform to the current
period presentation.



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

Overview

  The Company develops, markets and supports Internet-based business-to-business
electronic commerce solutions that automate the procurement and management of
operating resources. The Company's multiple solutions provide a framework to
enable Internet-based digital marketplaces, allowing companies to create trading
communities and additional revenue opportunities. The Company's multiple
solutions, based on a free trade model, provide a direct Internet-based
connection between buyer and supplier without requiring transactions to be
executed through a centralized portal. The Company's product line includes
solutions that serve "Market Makers" (businesses utilizing the Internet for the
purpose of facilitating and increasing the efficiency of the distribution
channels of chosen vertical markets) as well as other solutions that best serve
the purchasing processes of business enterprises. The Company also provides
implementation and ongoing customer support services as an integral part of
its complete procurement solutions. To achieve broad market adoption of the
Company's solutions and services, the Company has developed a multi-channel
distribution strategy that includes both a direct sales force and a growing
number of indirect channels, including application service providers, system
integrators and resellers.


Sources of Revenue

  The Company's revenue consists of license fees and services fees.  License
fees are generated from the licensing of the Company's suite of products.
Services fees are generated from consulting, implementation, training and
maintenance services.

                                       10
<PAGE>

Revenue Recognition

  Effective January 1, 1998, the Company adopted Statement of Position ("SOP")
No. 97-2, "Software Revenue Recognition."  Under SOP No. 97-2, software
license revenue is recognized when the following criteria are met:

  . a signed and executed contract is obtained;

  . shipment of the product has occurred;

  . the license fee is fixed and determinable;

  . collectibility is probable; and

  . remaining obligations under the license agreement are insignificant.


  Revenues  from consulting, implementation and training services are recognized
as the services are performed. Maintenance fees relate to customer maintenance
and support and are included in services fees.  Maintenance fees are recognized
ratably over the term of the software support services agreement, which is
typically 12 months.  Amounts that have been received in cash or billed but that
do not yet qualify for revenue recognition are reflected as deferred revenues.

Operating Expenses

  Cost of license fees includes royalties, software duplication and distribution
costs. The Company recognizes these costs as the applications are shipped. Cost
of services fees includes personnel and related costs incurred to provide
implementation, training, maintenance, ongoing support and upgrade services to
customers and partners. These costs are recognized as they are incurred.

  Research and development expenses consist primarily of personnel costs,
consulting fees, and an allocation of facilities costs. The Company accounts for
software development costs under Statement of Financial Accounting Standards No.
86, "Accounting for the Costs of Computer Software to be Sold, Leased or
Otherwise Marketed." The Company charges research and development costs related
to new products or enhancements to expense as incurred until technological
feasibility is established, after which the remaining costs are capitalized
until the product or enhancement is available for general release to customers.
The Company defines technological feasibility as the point in time at which a
working model of the related product or enhancement exists. Historically, the
costs incurred during the period between the achievement of technological
feasibility and the point at which the product is available for general release
to customers have not been material.

  Sales and marketing expenses consist primarily of salaries, commissions and
benefits for business development, sales and marketing personnel and expenses
related to travel, trade show participation, public relations, promotional
activities, and an allocation of facilities costs.

  General and administrative expenses consist primarily of salaries for
financial, administrative and management personnel and related travel expenses,
as well as occupancy, equipment and other administrative costs.

  The Company has incurred significant costs to develop its business-to-business
e-commerce technology and products and to recruit and train personnel. The
Company believes its success is contingent upon increasing its customer base and
investing in further development of its products and services.  This will
require significant expenditures for sales, marketing and research and
development. The Company therefore expects to continue to incur substantial
operating losses for the foreseeable future.

                                       11
<PAGE>

Sale of Human Resources and Financial Software Business

  On October 18, 1999, the Company sold all of the assets of its human resources
and financial software ("ERP" business) to Geac Computer Systems, Inc. and Geac
Canada Limited. In this sale, the Company received approximately $13.5 million
in proceeds.   See "-Liquidity and Capital Resources."


Limited Operating History

  The Company has a limited operating history as an e-commerce business that
makes it difficult to forecast its future operating results.  Prior period
results should not be relied on to predict the Company's future performance.


Closing of Follow-On Offering

  On March 10, 2000, the Company closed a follow-on offering of our common stock
and received approximately $244.4 million.  See "-Liquidity and Capital
Resources."


Acquisitions of SAI/Rodeo and iSold.com

On May 31, 2000, the Company acquired all of the outstanding capital stock of
SAI (Ireland) Limited, SAI Recruitment Limited and its subsidiaries and related
companies, i2Mobile.com Limited and SAI America Limited (the "Companies"). The
SAI/Rodeo Companies specialize in electronic payment settlement. The purchase
consideration was approximately $63.1 million, consisting of approximately $30.0
million in cash, 1,148,000 shares of the Company's common stock with a fair
value of $ 30.4 million, assumed options to acquire 163,200 shares of common
stock with an exercise price of $23.50 (estimated fair value of $1.8 million
using the Black-Scholes option pricing model) and approximately $900,000 in
acquisition costs.

On April 28, 2000, the Company acquired all of the capital stock of iSold.com,
Inc., a Delaware corporation ("iSold").  iSold has developed a software program
that provides auctioning capabilities to its clients.

                                       12
<PAGE>

Results of Operations

  The following table sets forth certain statement of operations data dividing
revenues between the Company's previous human resources and financial software
business (ERP) and the Company's current e-commerce business for the periods
indicated.

<TABLE>
<CAPTION>
                                                         Three months ended                               Six months ended
                                                               June 30                                        June 30
                                                     -----------------------------                  -----------------------------
                                                       2000                 1999                      2000                 1999
                                                     --------              -------                  --------              -------
<S>                                                  <C>                   <C>                      <C>                   <C>
Revenues: e-commerce
  License fees                                       $  7,845              $ 2,025                  $ 13,641              $ 3,595
  Services fees                                         2,240                  387                     3,450                  503
                                                     --------              -------                  --------              -------
      Total revenues                                   10,085                2,412                    17,091                4,098
Revenues: ERP
  License fees                                            -0-                2,195                       -0-                4,284
  Services fees                                           -0-                6,672                       -0-               14,298
                                                     --------              -------                  --------              -------
      Total revenues                                      -0-                8,867                       -0-               18,582
Cost of revenues: e-commerce
  License fees                                             59                    1                        98                   12
  Services fees                                         2,527                  427                     4,099                  789
                                                     --------              -------                  --------              -------
      Total cost of revenues                            2,586                  428                     4,197                  801
Cost of revenues: ERP
  License fees                                            -0-                  364                       -0-                  699
  Services fees                                           -0-                3,833                       -0-                7,821
                                                     --------              -------                  --------              -------
      Total cost of revenues                              -0-                4,197                       -0-                8,520

Gross margin on e-commerce license fees                 7,786                2,024                    13,543                3,583
Gross margin on e-commerce services fees                 (287)                 (40)                     (649)                (286)
Gross margin on ERP license fees                          -0-                1,831                       -0-                3,585
Gross margin on ERP services fees                         -0-                2,839                       -0-                6,477

Operating expenses:
  Research and development, exclusive
   of  noncash  expense                                 5,252                2,358                     8,336                4,552
  In-process research and development expense           8,300                    0                     8,300                    0
  Sales and marketing, exclusive of
   noncash  expense                                     8,634                3,444                    15,097                6,817
  General and administrative, exclusive
   of  noncash expense                                  2,369                1,603                     4,995                3,222
  Depreciation and amortization                         1,564                  963                     2,264                1,833
  Noncash development expense                             -0-                  -0-                       826                  -0-
  Noncash sales and marketing expense                   2,017                  -0-                     3,829                  -0-
  Noncash general and administrative
   expense                                                331                   42                     1,476                   84
                                                     --------              -------                  --------              -------
   Total operating expenses                            28,467                8,410                    45,123               16,508

Operating loss                                        (20,968)              (1,756)                  (32,229)              (3,149)
Gain on sale of ERP assets                                547                  -0-                       547                  -0-
Interest income                                         3,576                  111                     4,562                  228
Interest expense                                           58                   24                     1,214                   51
                                                     --------              -------                  --------              -------
Net loss                                             $(16,903)             $(1,669)                 $(28,334)             $(2,972)
                                                     ========              =======                  ========              =======
</TABLE>

                                       13
<PAGE>

Quarter Ended June 30, 2000 and 1999

Revenues

  Total Revenues.   Total revenues for the quarter ending June 30, 2000
decreased 10.6% to $10.1 million for the quarter ended June 30, 2000 from $11.3
million during the same period in 1999.  For the six months ended June 30, 2000,
total revenues decreased 24.6% to $17.1 million from $22.7 million during the
same period in 1999. These decreases in total revenues are primarily
attributable to decreases in services fees, as a result of the sale of the
Company's ERP business in October 1999.

  e-commerce License Fees.   License fees increased 287.4% to $7.8 million, or
77.8% of total e-commerce revenues, for the quarter ended June 30, 2000 from
$2.0 million, or 84.0% of total e-commerce revenues, in the same period in 1999.
For the six months ended June 30, 2000, license fees increased 279.4% to $13.6
million from $3.6 million during the same period in 1999.  The increase in e-
commerce license fees was the result of an increase in the amount of software
licensed.

  e-commerce Services Fees.   Services fees increased 478.8% to $2.2 million,
for the quarter ended June 30, 2000, from $387,000 for the same period in 1999,
and also increased as a percentage of total e-commerce revenues to 22.2%, for
the period ended June 30, 2000, from 16.0% in the same period in 1999.  For the
six months ended June 30, 2000, service fees increased 585.9% to $3.5 million
from $ 503,000 during the same period in 1999.  These increases are primarily
attributable to increased demand for the Company's services as a result of the
growth in e-commerce license fees.

  ERP License Fees.  The Company sold its ERP business in October 1999, and as a
result had no ERP license fees during the periods ended June 30, 2000.  ERP
license fees represented $2.2 million , or 52.0% of license fee revenue, during
the quarter ending June 30, 1999.  ERP license fees represented $4.3 million, or
54.4% of license fee revenue during the six months ended June 30, 1999.

  ERP Services Fees.  The Company sold its ERP business in October 1999, and as
a result had no ERP services fees during the periods ended June 30, 2000.  ERP
services fees represented $6.7 million, or 94.5% of services fees, during the
period ended June 30, 1999.  ERP services  service revenue represented $14.3
million, or 96.6% of services fees, during the six months ended June 30, 1999.

Cost of Revenues

  Total Cost of Revenues.   Cost of revenues decreased 44.1% to $ 2.6 million,
or 25.6% of total revenue, during the quarter ended June 30, 2000 from $4.6
million, or 41.0% of total revenue, during the same period in 1999.  Cost of
revenues decreased 55.0% to $4.2 million, or 24.6% of total revenue, from $9.3
million, or 41.1% of total revenue, during the six months ended June 30, 2000.
The decrease both in total and as a percentage of total revenues in both
comparable periods is primarily a result of the change in mix in revenue from
services fees, which historically had a higher cost of revenues, to license
fees.

  e-commerce Cost of License Fees.   Cost of e-commerce license fees increased
to $59,000 for the quarter ended June 30, 2000 from $1,000 during the same
period in 1999.  For the six months ending June 30, 2000, cost of e-commerce
license fees increased to $98,000 from $12,000 during the same period in 1999.
Cost of license fees may vary from period to period depending on the product mix
licensed, but are expected to remain a small percentage of license fees.

  e-commerce Cost of Services Fees.   Cost of services fees increased 491.8% to
$2.5 million, or 112.8% of total e-commerce services fees, during the quarter
ended June 30, 2000 compared to $427,000, or 110.3% of total e-commerce services
fees, during the same period in 1999.  For the six months ended June 30, 2000,
cost of e-commerce services fees increased to $4.1 million from $789,000 during
the same period in 1999.  The increase in the cost of e-commerce services fees
was primarily attributable to an increase in personnel and related costs to
provide implementation, training and upgrade services to both customers and
partners.

                                       14
<PAGE>

  ERP Cost of License Fees.   The Company sold its ERP business in October 1999,
and as a result had no ERP license fees or ERP cost of license fees during the
periods ended June 30, 2000.  During the quarter ended June 30,1999, cost of ERP
license fees totaled $364,000 or 16.6% of ERP license fees. For the six months
ended June 30, 1999, cost of ERP license fees totaled $ 699,000 or 16.3% of ERP
license fees.  ERP cost of license fees represented 99.7% of the total cost of
license fees during the quarter ended June 30, 1999 and 98.3% of the total cost
of license fees during the six months ended June 30, 1999.


  ERP Cost of Services Fees.  The Company sold its ERP business in October 1999,
and as a result had no ERP services fees or ERP cost of services fees during the
period ended June 30, 2000.  During the period ended June 30, 1999, ERP cost of
services fees totaled approximately $3.8 million, or 57.4% of ERP services fees.
For the six months ended June 30, 1999, cost of ERP services fees totaled $7.8
million or 54.7% of ERP services fees.  ERP cost of services fees represented
90.0% of the total cost of services fees during the quarter ended June 30, 1999,
and 90.8% of total cost of services fees during the six months ended June 30,
1999.


Research and Development Expense, Exclusive of Noncash Expense

  Research and development expenses increased 122.7% to approximately $5.3
million, or 52.1% of total revenues, during the quarter ended June 30, 2000 from
$2.4 million, or 20.9% of total revenues, during the same period in 1999.
Research and development expense increased 83.1% to approximately $8.3 million,
or 48.8% of total revenues, during ths six months ending June 30, 2000 from $4.6
million, or 20.1% of total revenues, during the same period in 1999.  Research
and development expenses increased primarily due to increased personnel and
contractor fees related to the development of the Company's e-commerce products.
The Company intends to continue to expend substantial resources in research and
development.


In-Process Research and Development Expense

In-process research and development expense was approximately $8.3 million for
both the quarter ended and the six months ending June 30, 2000.  The Company
recorded this expense related to its acquisition of the SAI/Rodeo Companies on
May 31, 2000.


Sales and Marketing Expense, Exclusive of Noncash Expense

  Sales and marketing expenses increased 150.7% to $8.6 million, or 85.6% of
total revenues, during the quarter ended June 30, 2000 from $3.4 million, or
30.5% of total revenues, during the same period in 1999.  Sales and marketing
expenses increased 121.5% to $15.1 million, or 88.3% of total revenues, during
the six months ending June 30, 2000 from $6.8 million, or 30.1% of total
revenues, during the same period in 1999.  The increase was primarily
attributable to the additional sales and marketing personnel and promotional
activities associated with building market awareness of the Company's e-commerce
products.  The Company intends to expend substantial resources toward sales and
marketing in the e-commerce area.


General and Administrative Expense, Exclusive of Noncash Expense

  General and administrative expenses increased 47.8% to $2.4 million during the
quarter ending June 30, 2000 or 23.5% of total revenue from $1.6 million, or
14.2% of total revenues, during the same period in 1999.  General and
administrative expenses increased 55.0% to $5.0 million, or 29.2% of total
revenues, during the six months ending June 30, 2000 from $3.2 million, or 14.2%
of total revenues, during the same period in 1999.  The increase in general and
administrative expenses was primarily attributable to increases in personnel,
facilities and related costs.  The Company believes its general and
administrative expenses will continue to increase in future periods to
accommodate anticipated growth.

                                       15
<PAGE>

Depreciation and Amortization Expense

  Depreciation and amortization increased to $1.6 million in the period ended
June 30, 2000 from $963,000 in the same period 1999.  Depreciation and
amortization increased to $2.3 million in the six months ending June 30, 2000
from $1.8 million in the same period in 1999.  The increases in both comparable
periods is primarily the result of the Company's amortization of its intangible
assets associated with acquisitions completed in the second quarter of  2000.


Noncash Research and Development Expense

  Noncash research and development expenses of approximately $826,000 were
recognized during the first quarter of 2000. The expenses resulted from the
Company's agreement with a third party to develop certain software that the
Company intends to sell in the future.  The agreement required the third party
to reach certain milestones related to the software development in order to
receive warrants to purchase 50,000 shares of the Company' common stock with an
exercise price of $56.78.  The third party completed two of the three scheduled
milestones in the first quarter of 2000 and they were granted warrants to
purchase 33,334 shares of common stock.  The value of the warrants earned
approximated $826,000 and was computed using the Black-Scholes option pricing
model.  The third milestone was not reached by the scheduled due date, and as a
result the warrants to purchase the remaining 16,666 shares of common stock were
forfeited.  Warrants to purchase 33,334 shares remain outstanding at June 30,
2000 and expire in the first quarter of 2003.

Noncash Sales and Marketing Expense

   During the three and six months ended June 30, 2000, noncash sales and
marketing expenses of approximately $2.0 million and $3.8 million, respectively,
were recognized in connection with sales and marketing agreements signed by the
Company, during the fourth quarter of 1999 and the first quarter of 2000. In
connection with these agreements, the Company issued warrants and shares of
common stock to certain strategic partners, some of whom are also customers, in
exchange for their participation in the Company's sales and marketing efforts.
The Company recorded the value of these warrants and common stock as deferred
sales and marketing expenses, which are being amortized over the life of the
agreements which range from six months to five years.

Noncash General and Administrative Expense

   Noncash general and administrative expenses increased to approximately
$331,000, or 3.3% of total revenues, during the second quarter of 2000, from
$42,000, or 0.4% of total revenues, during the same period in 1999.  Noncash
general and administrative expenses increased to $1.5 million, or 8.6% of total
revenues, during the six months ended June 30, 2000 from $84,000, or 0.4% of
total revenues, during the same period in 1999.  The increases in both the
quarter and the six months ending June 30, 2000 were attributable to the Company
granting 160,000 options to a senior executive during the first quarter of 2000
at an exercise price below the fair market value at the date of grant.  Fifteen
percent of these options vested immediately and the remainder vest over four
years.  The Company immediately expensed $814,500 associated with the intrinsic
value of the vested options and recorded the intrinsic value of the unvested
options ($5.4 million) as deferred compensation. The Company recognized
compensation expense of approximately $331,000 in the quarter ended June 30,
2000 and $1.5 million during the six months ended June 30, 2000 related to this
arrangement.

                                       16
<PAGE>

Interest Income

  Interest income increased  to $3.6 million in the second quarter of 2000, or
35.5% of total revenues from $111,000, or 1.0% of total revenues, in the same
period of 1999.  Interest income increased to $4.6 million during the six months
ended June 30, 2000, or 26.7% of total revenues, from $228,000, or 1.0% of
total revenues, in the same period in 1999.  The increase in interest income was
due to higher levels of cash available for investment, a direct result of the
Company's follow-on offering in March 2000.  The Company expects to continue to
use cash to fund operating losses and, as a result, interest income on available
cash is expected to decline in future quarters.


Interest Expense

   Interest expense increased 141.7% to $58,000 in the second quarter of 2000
from $24,000 during the same period in 1999. Interest expense increased 2,280.4%
to $1.2 million during the six months ended June 30, 2000 from $51,000 during
the same period in 1999. The increase for the six months ended June 30, 2000 is
primarily due to higher levels of debt in the first quarter of 2000 as compared
to 1999. This was primarily the result of an interim funding of $7.0 million
received in December 1999. As part of the interim funding agreement, the Company
issued warrants valued at approximately $982,000 using the Black-Scholes option
pricing model as debt discount to be amortized over the life of the financing
agreement. The entire $7.0 million plus interest was paid prior to the end of
the first quarter of 2000. As a result the entire value of the warrants was
amortized in the period ending March 31, 2000.


Income Taxes

  As a result of the operating losses incurred since the Company's inception,
no provision or benefit for income taxes was recorded during the quarter and six
months ended June 30, 2000 and 1999, respectively.


Liquidity and Capital Resources

  On March 10, 2000, the Company completed a follow-on offering of 2,243,000
shares of common stock at an offering price of $115.00 per share.  The
proceeds, net of expenses, from this public offering of approximately $244.4
million were placed in investment grade cash equivalents and marketable
securities.  The Company believes the proceeds from this follow-on offering will
be adequate to provide for the Company's capital expenditures and working
capital requirements for the foreseeable future.  Although operating activities
may provide cash in certain periods, to the extent the Company experiences
growth in the future, the Company's operating and investing activities will use
significant amounts of cash.

  On March 14, 2000, the Company entered into a securities purchase agreement
with Wachovia Capital Investments, Inc.  Wachovia purchased a 4.5% convertible
subordinated promissory note in the original principal amount of $5.0 million,
which may be converted into shares of common stock of the Company.  The $5.0
million was placed in investment grade cash equivalents.

  Cash used in operating activities was approximately $11.8 million during the
six months ended June 30, 2000.  The cash used was primarily attributable to the
Company's net loss and to increases in accounts receivable, offset by noncash
items and increases in accounts payable and accrued liabilities, and deferred
revenue. Cash used in operating activities was approximately $4.5 million during
the six months ended June 30, 1999.  This was primarily attributable to an
increase in accounts receivable and decreases in accounts payable and accrued
liabilities and deferred revenue.

  Cash used for investing activities was approximately $55.5 million during the
six month period ended June 30, 2000.  The cash was used for acquisitions,
purchases of investments in strategic partners, marketable securities, and
property and equipment.  The cash used for investing activities was partially
offset by proceeds related to the sale of

                                       17

<PAGE>

ERP assets of approximately $1.9 million. Cash used for investing activities was
approximately $2.0 million during the six month period ended June 30, 1999. Cash
was used to purchase property and equipment during this period.

  Cash provided by financing activities was approximately $244.3 million during
the six month period ended June 30, 2000, and the cash used by financing
activities was approximately $197,000 during the six months ended June 30, 1999.
The cash provided by financing activities during the period ended June 30, 2000
was primarily attributable to proceeds from the sale of 2,243,000 shares of
common stock for approximately $244.4 million, the issuance of long-term debt of
$5.0 million, and partially offset by the repayment of $7.0 million in interim
funding provided by Transamerica Business Credit Corp., Silicon Valley Bank and
Sand Hill Capital II, L.P.

  On October 18, 1999, the Company sold its human resources and financial
software business to Geac Computer Systems, Inc. and Geac Canada Limited.  The
Company received approximately $13.5 million in proceeds.  A gain of $9.4
million was recorded in 1999, with an additional gain of approximately $547,000
recorded in the second quarter of 2000, following the escrow settlement.

  The Company had net operating loss carryforwards of approximately $57.0
million at June 30, 2000, which will expire at various dates through 2019.  The
Company established a valuation allowance equal to the net operating losses and
all other deferred tax assets. The Company will record the income tax benefits
from these deferred tax assets when it becomes more likely than not they will be
realized, which will reduce the Company's effective tax rate in future periods.
Section 382 of the Internal Revenue Code may limit the Company's ability to
benefit from certain net operating loss carryforwards, because the Company had
an ownership change of more than 50%, as defined in Section 382. The Company may
not realize certain net operating loss carryforwards in future years due to this
limitation.

  During the first six months of 2000, the Company issued warrants and
approximately 39,000 shares of the Company's common stock to certain strategic
partners, some of whom are also customers, in exchange for their participation
in the Company's sales and marketing efforts.  The Company recorded the fair
value of these warrants and common stock as deferred sales and marketing expense
of approximately $986,000 and $4.4 million, respectively.  Deferred sales and
marketing expenses will be amortized over the term of the sales and marketing
agreements which range  from six months to five years.

  During 1999, the Company entered into an agreement with a third party to
develop certain software that it intends to sell in the future. The third party
was to be compensated for these services with warrants to purchase 50,000 shares
of the Company's common stock at an exercise price of $56.78 per share. The
agreement requires the third party to reach certain milestones related to the
software development in order to earn the warrants.  The third party completed
two of the three scheduled milestones in the first quarter of 2000 and they were
granted warrants to purchase 33,334 shares of the Company's common stock.  The
Company recorded the issuance of the warrants at the time they were earned by
the third party and the warrants were valued at approximately $826,000 based on
the fair value of the warrants on the date of the grant using the Black-Scholes
option pricing model.  The third milestone was not reached by the scheduled due
date, and as a result the warrants to purchase the remaining 16,666 shares of
the Company's common stock were forfeited.

  During 1999, the Company entered into a reseller agreement that allows the
reseller to license its products in a certain territory. The Company will
receive royalty amounts from the reseller if certain minimum revenue
requirements are met by the reseller. The Company will recognize these license
fees as the products are licensed to end users. Additionally, the reseller has
the ability to earn warrants to purchase up to 150,000 shares of the Company's
common stock if certain revenue targets are met. The Company will record the
issuance of the warrants at the time they are earned by the reseller based on
the fair value of the warrant on the date they are earned. During the first six
months of 2000, the reseller did not license any of the Company's products.
Accordingly, no warrants were granted related to the reseller agreement.

                                       18
<PAGE>

New Accounting Pronouncements

  In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This Statement was amended in June 2000 by Statement No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities."
Statement No. 138 will be effective for the Company beginning January 2001. The
new Statement requires all derivatives to be recorded on the balance sheet at
fair value and establishes accounting treatment for three types of hedges:
hedges of changes in the fair value of assets, liabilities, or firm commitments:
hedges of the variable cash flows of forecasted transactions; and hedges of
foreign currency exposures of net investments in foreign operations. To date,
the Company has not invested in derivative instruments nor participated in
hedging activities and, therefore, does not anticipate there will be a material
impact on the results of operations or financial position from Statements No.
133 or No. 138.

  In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101") and amended it in March and June 2000.  We are required to adopt the
provisions of SAB 101 in the fourth quarter of 2000.  We are currently reviewing
the provisions of SAB 101 and have not fully assessed the impact of its
adoption. While SAB 101 does not supersede the software industry-specific
revenue recognition guidance, with which we believe we comply with, the SEC
Staff has recently informally indicated its views related to SAB 101 that may
change current interpretations of software revenue recognition requirements.
Such SEC interpretations could result in many software companies, including us,
recording a cumulative effect of a change in accounting principles.



Risk Factors


     In addition to other information in this quarterly  report on Form 10-Q,
the following risk factors should be carefully considered in evaluating us and
our business because such factors currently may have a significant impact on our
business, operating results and financial condition. As a result of the risk
factors set forth below, actual results could differ materially from those
projected in any forward-looking statements.

We may not effectively implement our business strategy.

     Our future performance will depend in part on successfully developing,
introducing and gaining market acceptance of our product suite, which is
designed to automate the procurement and management of operating resources. On
October 18, 1999, we sold substantially all of the assets of our financial and
human resources software business to Geac Computer Systems, Inc. and Geac Canada
Limited. Our financial and human resources software business had historically
been our primary business. We began marketing our Clarus eProcurement solution
in the second quarter of 1998. If we do not successfully implement our business-
to-business e-commerce growth strategy, our business will suffer materially and
adversely.

Our solutions may not achieve significant market acceptance without a critical
mass of large buying organizations and their suppliers.

     Unless a critical mass of large buying organizations and their suppliers
join our SupplierUniverse network, our solutions may not achieve widespread
market acceptance, and our business would be seriously harmed. The
implementation of our product suite by large buying organizations can be
complex, time consuming and expensive. In many cases, these organizations must
change established business practices and conduct business in new ways. Our
ability to attract additional customers for our product suite will depend on
using our existing customers as referenceable accounts.  As a result, our
operating resource solutions may not achieve significant market acceptance.

                                       19
<PAGE>

     If a sufficient and increasing number of suppliers fail to join our
SupplierUniverse network, our network will be less attractive to buyers and
other suppliers. To provide buyers on our SupplierUniverse network an organized
means of accessing operating resources, we rely on suppliers to maintain web-
based catalogs, indexing services and other content aggregation tools. Our
inability to access and index these catalogs and services would result in our
customers having fewer products and services available to them through our
solutions, which would adversely affect the perceived usefulness of our
SupplierUniverse network.

     We expect our product line to appeal to early stage companies, which
exposes us to higher than normal credit risk.

     Our product line supports Internet-based business-to-business electronic
commerce solutions that automate the procurement and management of operating
resources. As a result of this functionality many early stage businesses, in
addition to many companies with traditional business models, are interested in
acquiring our products in the future. Many early stage companies acquire their
funding periodically based upon investor's perception of their progress and
likelihood of success. Typically, they do not have internal operations
sufficient to generate cash which would guarantee their ongoing viability. While
we evaluate the ability to pay of all potential customers, if an increasing
number of our customers fail in their operations and are unable to continue to
pay amounts due under our license agreement, we will experience material and
adverse financial losses related to these sales.

If our zero capital subscription-based model is unsuccessful, the market may
adopt our products at a slower rate than anticipated, and our business may
suffer materially.

     We offer a zero capital subscription-based payment method to our customers.
This model is unproven and represents a significant departure from the fee-based
software licensing strategies that we and our competitors have traditionally
employed. If we do not successfully develop and support our zero capital
subscription-based model, the market may adopt our products at a slower rate
than anticipated, and our business may suffer materially. As of June 30, 2000,
we have no zero capital subscribers.

We may not generate the substantial additional revenues necessary to become
profitable and anticipate that we will continue to incur losses.

     We have incurred significant net losses in each year since our formation,
primarily related to our former enterprise resource planning business. In
addition, we have incurred losses related to the development of our electronic
procurement business. We expect that we will continue to incur losses.

As we expand our international sales and marketing activities, our business will
be more susceptible to numerous risks associated with international operations.

     To be successful, we believe we must expand our international operations
and hire additional international personnel. As a result, we expect to commit
significant resources to expand our international sales and marketing
activities. We are subject to a number of risks associated with international
business activities. These risks generally include:

     .  currency exchange rate fluctuations;
     .  seasonal fluctuations in purchasing patterns;
     .  unexpected changes in regulatory requirements;
     .  tariffs, export controls and other trade barriers;
     .  longer accounts receivable payment cycles and difficulties in collecting
        accounts receivable;
     .  difficulties in managing and staffing international operations;
     .  potentially adverse tax consequences, including restrictions on the
        repatriation of earnings;
     .  the burdens of complying with a wide variety of foreign laws; and
     .  political instability.

     We have limited experience in marketing, selling and supporting our
products and services in foreign countries. We do not have experience developing
foreign language versions of our products.

     We intend to expand the geographic scope of our customer base and
operations.  We opened our first international sales office in the United
Kingdom during the first quarter of 2000 and acquired the SAI/Rodeo Companies
which have significant operations in Ireland in the second quarter of 2000.

Significant fluctuations in our quarterly and annual operating results may
adversely affect the market price of our common stock.

     We believe that our quarterly and annual operating results are likely to
fluctuate significantly in the future, and our results of operations may fall
below the expectations of securities analysts and investors. If this occurs or
if market analysts perceive that it will occur, the market value of our common
stock  could decrease substantially.

                                       20
<PAGE>

Because the percentage of our revenues represented by maintenance services is
smaller than that of many software companies with a longer history of
operations, we do not have a significant recurring revenue stream that could
lessen the effect of quarterly fluctuations in operating results. Our expense
levels are based in part on our expectations of future orders and sales. Many
factors may cause significant fluctuations in our quarterly and annual operating
results, including:

     .  changes in the demand for our products;
     .  the timing, composition and size of orders from our customers;
     .  customer spending patterns and budgetary resources;
     .  our success in generating new customers;
     .  the timing of introductions of or enhancements to our products;
     .  changes in our pricing policies or those of our competitors;
     .  our ability to anticipate and adapt effectively to developing markets
        and rapidly changing technologies;
     .  our ability to attract, retain and motivate qualified personnel,
        particularly within our sales and marketing and research and development
        organizations;
     .  the publication of opinions or reports about us, our products, our
        competitors or their products;
     .  unforeseen events affecting business-to-business e-commerce;
     .  changes in general economic conditions;
     .  actions taken by our competitors, including new product introductions
        and enhancements;
     .  our ability to scale our network and operations to support large numbers
        of customers, suppliers and transactions;
     .  our success in maintaining and enhancing existing relationships and
        developing new relationships with strategic partners, including
        application service providers, systems integrators, resellers, value-
        added trading communities and other partners; and
     .  our ability to control costs.

Competition from other electronic procurement providers may reduce demand for
our products and cause us to reduce the price of our products.

     The market for Internet-based procurement applications, and e-commerce
technology generally, is rapidly evolving and intensely competitive. We may not
compete effectively in our markets. Competitive pressure may result in our
reducing the price of our products, which would negatively affect our revenues
and operating margins. If we are unable to compete effectively in our markets,
our business, results of operations and financial condition would be materially
and adversely affected.

     In targeting the e-commerce market, we must compete with electronic
procurement providers such as Ariba and Commerce One. We also anticipate
competition from some of the large enterprise resource planning software
vendors, such as Oracle and SAP, which have announced business-to-business
electronic procurement solutions. A number of companies, including International
Business Machines, have stated an interest in electronic procurement. In
addition, we believe we will experience increased competition from travel and
expense software companies, such as Concur and Extensity. These companies have
significantly greater financial, technical and marketing resources and brand
recognition than we have.

     In addition, some of our competitors have well-established relationships
with our potential customers and have extensive knowledge of our industry.
Others have established or may establish cooperative relationships among
themselves or with third parties to increase the appeal of their products. We
also expect that competition will increase as a result of industry
consolidation. For these reasons, and given the relatively low barriers to entry
and relatively high availability of capital in today's markets, new competitors
will likely emerge in our markets and may rapidly acquire significant market
share.

                                       21
<PAGE>

Market adoption of our solutions will be impeded if we do not continue to
establish and maintain strategic relationships.

     Our success depends in part on the ability of our strategic partners to
expand market adoption of our solutions. If we are unable to maintain our
existing strategic partnerships or enter into new partnerships, we may need to
devote substantially more resources to direct sales of our products and
services. We would also lose anticipated customer introductions and co-marketing
benefits.

     We rely, and expect to rely increasingly, on a number of third-party
application service providers to host our solutions. If we are unable to
establish and maintain effective, long-term relationships with our application
service providers, or if these providers do not meet our customers' needs or
expectations, our business would be seriously harmed. In addition, we lose a
significant amount of control over our solution when we engage application
service providers, and we cannot adequately control the level and quality of
their service. By relying on third-party application service providers, we are
wholly reliant on their information technology infrastructure, including the
maintenance of their computers and communication equipment. An unexpected
natural disaster or failure or disruption of an application service provider's
infrastructure would have a material adverse effect on our business.

     If the demand for our solutions continues to increase, we will need to
develop relationships with additional third-party application service providers
to provide these services. Our competitors have or may develop relationships
with these third parties and, as a result, these third parties may be more
likely to recommend competitors' products and services rather than ours.

     Many of our strategic partners have multiple strategic relationships, and
they may not regard us as important to their businesses. In addition, our
strategic partners may terminate their relationships with us, pursue other
partnerships or relationships or attempt to develop or acquire products or
services that compete with our solutions. Further, our existing strategic
relationships may interfere with our ability to enter into other desirable
strategic relationships. A significant number of our new Clarus eProcurement
sales and Clarus eMarket sales have occurred through referrals from Microsoft,
but Microsoft is not obligated to refer any potential customers to us, and it
may enter into strategic relationships with other providers of electronic
procurement applications.

We expect to depend on our Clarus eProcurement and Clarus eMarket products for a
significant portion of our revenues for the foreseeable future.

     We anticipate that revenues from our Clarus eProcurement and Clarus eMarket
products and related services will continue to represent substantially all of
our revenues for the foreseeable future. As a result, a decline in the price of,
profitability of or demand for our Clarus eProcurement and Clarus eMarket
products would seriously harm our business.  Our Clarus eMarket solution was
introduced in the second quarter of 2000.

Clarus eProcurement and eMarket may perform inadequately in a high volume
environment.

     Any failure by our principal products, Clarus eProcurement and Clarus
eMarket, to perform adequately in a high volume environment could materially and
adversely affect the market for Clarus eProcurement and Clarus eMarket and our
business, results of operations and financial condition.  Specifically, Clarus
eProcurement was designed for use in environments that include numerous users,
large amounts of catalog and other data and potentially high peak transaction
volumes. Clarus eProcurement and the third party software and hardware on which
it depends may not operate as designed when deployed in these environments.

Defects in our products could delay market adoption of our solutions or cause us
to commit significant resources to remedial efforts.

     We could lose revenues as a result of software errors or other product
defects. As a result of their complexity, software products may contain
undetected errors or failures when first introduced or as new versions are
released. Despite our testing of our software products and their use by current
customers, errors may appear in new applications after commercial shipping
begins. If we discover errors, we may not be able to correct them.

                                       22
<PAGE>

Errors and failures in our products could result in the loss of customers and
market share or delay in market adoption of our applications, and alleviating
these errors and failures could require us to expend significant capital and
other resources. The consequences of these errors and failures could materially
and adversely affect our business, results of operations and financial
condition. Because we do not maintain product liability insurance, a product
liability claim could materially and adversely affect our business, results of
operations and financial condition. Provisions in our license agreements may not
effectively protect us from product liability claims.

Any acquisitions that we attempt or make could prove difficult to integrate or
require a substantial commitment of management time and other resources.

     As part of our business strategy, we may seek to acquire or invest in
additional businesses, products or technologies that may complement or expand
our business. If we identify an appropriate acquisition opportunity, we may not
be able to negotiate the terms of that acquisition successfully, finance it, or
integrate it into our existing business and operations. We have completed only
three acquisitions to date. We may not be able to select, manage or absorb any
future acquisitions successfully, particularly acquisitions of large companies.
Further, the negotiation of potential acquisitions, as well as the integration
of an acquired business, would divert management time and other resources. We
may use a substantial portion of our available cash to make an acquisition. On
the other hand, if we make acquisitions through an exchange of our securities,
our stockholders could suffer dilution. In addition, any particular acquisition,
even if successfully completed, may not ultimately benefit our business.

Financial impact of acquisition

   Our results of operations were negatively impacted by the accounting
treatment for our acquisition of the SAI/Rodeo Companies in the second quarter
of 2000. We recognized a write-off of acquired in-process research and
amortization expense related to our second quarter of 2000 acquisition.
Amortization of this acquisition will adversely affect our results of operations
through 2008. The amounts allocated under purchase accounting to developed
technology and in-process research and development in the acquisition involve
valuation estimations of future revenues, expenses, operating profit, and cash
flows. The actual revenues, expenses, operating profits, and cash flows from the
acquired technology recognized in the future may vary materially from such
estimates. If the in-process research and development product is not
successfully developed, our sales and profitability may be adversely affected in
future periods. Additionally, the value of other intangible assets acquired may
become impaired.

An increase in the length of our sales cycle may contribute to fluctuations in
our operating results.

     As our products and competing products become increasingly sophisticated
and complex, the length of our sales cycle is likely to increase. The loss or
delay of orders due to increased sales and evaluation cycles could materially
and adversely affect our business, results of operations and financial condition
and, in particular, could contribute to significant fluctuations in our
quarterly operating results. A customer's decision to license and implement our
solutions may present significant enterprise-wide implications for the customer
and involve a substantial commitment of its management and resources. The period
of time between initial customer contact and the purchase commitment typically
ranges from four to nine months for our applications. Our sales cycle could
extend beyond current levels as a result of lengthy evaluation and approval
processes that typically accompany major initiatives or capital expenditures or
other delays over which we have little or no control.

Our success depends on the continued use of Microsoft technologies or other
technologies that operate with our products.

     Our products operate with, or are based on, Microsoft's proprietary
products. If businesses do not continue to adopt these technologies as
anticipated, or if they adopt alternative technologies that we do not support,
we may incur significant costs in redesigning our products or lose market share.
Our customers may be unable to use our products if they experience significant
problems with Microsoft technologies that are not corrected.

                                       23
<PAGE>

The failure to maintain, support or update software licensed from third parties
could materially and adversely affect our products' performance or cause product
shipment delays.

     We have entered into license agreements with third-party licensors for
products that enhance our products, are used as tools with our products, are
licensed as products complementary to ours or are integrated with our products.
If these licenses terminate or if any of these licensors fail to adequately
maintain, support or update their products, we could be required to delay the
shipment of our products until we could identify and license software offered by
alternative sources. Product shipment delays could materially and adversely
affect our business, operating results and financial condition, and replacement
licenses could prove costly. We may be unable to obtain additional product
licenses on commercially reasonable terms. Additionally, our inability to
maintain compatibility with new technologies could impact our customers' use of
our products.

If we are unable to manage our internal resources, we may incur increased
administrative costs and be unable to capitalize on revenue opportunities.

     The growth of our e-commerce business coupled with the rapid evolution of
our market has strained, and may continue to strain, our administrative,
operational and financial resources and internal systems, procedures and
controls. Our inability to manage our internal resources effectively could
increase administrative costs and distract management. If our management is
distracted, we may not be able to capitalize on opportunities to increase
revenues.

Our success depends on our continuing ability to attract, hire, train and retain
a substantial number of highly skilled managerial, technical, sales, marketing
and customer support personnel.

Competition for qualified personnel is intense, and we may fail to retain our
key employees or to attract or retain other highly qualified personnel. In
particular, there is a shortage of, and significant competition for, research
and development and sales personnel. Even if we are able to attract qualified
personnel, new hires frequently require extensive training before they achieve
desired levels of productivity. If we are unable to hire or fail to retain
competent personnel, our business, results of operations and financial condition
could be materially and adversely affected. We do not maintain life insurance
policies on any of our employees.

Illegal use of our proprietary technology could result in substantial litigation
costs and divert management resources.

     Our success will depend significantly on internally developed proprietary
intellectual property and intellectual property licensed from others. We rely on
a combination of copyright, trademark and trade secret laws, as well as on
confidentiality procedures and licensing arrangements, to establish and protect
our proprietary rights in our products. We have no patents or patent
applications pending, and existing trade secret and copyright laws provide only
limited protection of our proprietary rights. We have applied for registration
of our trademarks. We enter into license agreements with our customers that give
the customer the non-exclusive right to use the object code version of our
products. These license agreements prohibit the customer from disclosing object
code to third parties or reverse-engineering our products and disclosing our
confidential information. Despite our efforts to protect our products'
proprietary rights, unauthorized parties may attempt to copy aspects of our
products or to obtain and use information that we regard as proprietary. Third
parties may also independently develop products similar to ours.

     Litigation may be necessary to enforce our intellectual property rights, to
protect our trade secrets, to determine the validity and scope of the
proprietary rights of others or to defend against claims of infringement or
invalidity. Such litigation could result in substantial costs and diversion of
resources and could harm our business, operating results and financial
condition.

                                       24
<PAGE>

Claims against us regarding our proprietary technology could require us to pay
licensing or royalty fees or to modify or discontinue our products.

     Any claim that our products infringe on the intellectual property rights of
others could materially and adversely affect our business, results of operations
and financial condition. Because knowledge of a third party's patent rights is
not required for a determination of patent infringement and because the United
States Patent and Trademark Office is issuing new patents on an ongoing basis,
infringement claims against us are a continuing risk. Infringement claims
against us could cause product release delays, require us to redesign our
products or require us to enter into royalty or license agreements. These
agreements may be unavailable on acceptable terms. Litigation, regardless of the
outcome, could result in substantial cost, divert management attention and delay
or reduce customer purchases. Claims of infringement are becoming increasingly
common as the software industry matures and as courts apply expanded legal
protections to software products. Third parties may assert infringement claims
against us regarding our proprietary technology and intellectual property
licensed from others. Generally, third- party software licensors indemnify us
from claims of infringement. However, licensors may be unable to indemnify us
fully for such claims, if at all.

     If a court determines that one of our products violates a third party's
patent or other intellectual property rights, there is a material risk that the
revenue from the sale of the infringing product will be significantly reduced or
eliminated, as we may have to:

     . pay licensing fees or royalties to continue selling the product;
     . incur substantial expense to modify the product so that the third party's
       patent or other intellectual property rights no longer apply to the
       product; or
     . stop selling the product.

     In addition, if a court finds that one of our products infringes a third
party's patent or other intellectual property rights, then we may be liable to
that third party for actual damages and attorneys' fees. If a court finds that
we willfully infringed on a third party's patent, the third party may be able to
recover treble damages, plus attorneys' fees and costs.

A compromise of the encryption technology employed in our solutions could reduce
customer and market confidence in our products or result in claims against us.

     A significant barrier to Internet-based commerce is the secure exchange of
valued and confidential information over public networks. Any compromise of our
security technology could result in reduced customer and market confidence in
our products and in customer or third party claims against us. This could
materially and adversely affect our business, financial condition and operating
results. Clarus eProcurement relies on encryption technology to provide the
security and authentication necessary to protect the exchange of valuable and
confidential information. Advances in computer capabilities, discoveries in the
field of cryptography or other events or developments may result in a compromise
of the encryption methods we employ in Clarus eProcurement and Clarus eMarkets
to protect transaction data.

Our success depends upon market acceptance of e-commerce as a reliable method
for corporate procurement and other commercial transactions.

     Market acceptance of e-commerce generally, and the Internet specifically,
as a forum for corporate procurement is uncertain and subject to a number of
risks. The success of our suite of business-to-business e-commerce applications,
including Clarus eProcurement and Clarus eMarkets, depends upon the development
and expansion of the market for Internet-based software applications, in
particular e-commerce applications. This market is new and rapidly evolving.
Many significant issues relating to commercial use of the Internet, including
security, reliability, cost, ease of use, quality of service and government
regulation, remain unresolved and could delay or prevent Internet growth. If
widespread use of the Internet for commercial transactions does not develop or
if the Internet otherwise does not develop as an effective forum for corporate
procurement, the demand for our product suite and our overall business,
operating results and financial condition will be materially and adversely
affected.

                                       25
<PAGE>

     If the market for Internet-based procurement applications fails to develop
or develops more slowly than we anticipate or if our Internet-based products or
new Internet-based products we may develop do not achieve market acceptance, our
business, operating results and financial condition could be materially and
adversely affected. The adoption of the Internet for corporate procurement and
other commercial transactions requires accepting new ways of transacting
business. In particular, enterprises with established patterns of purchasing
goods and services that have already invested substantial resources in other
means of conducting business and exchanging information may be particularly
reluctant to adopt a new strategy that may make some of their existing personnel
and infrastructure obsolete. Also, the security and privacy concerns of existing
and potential users of Internet-based products and services may impede the
growth of online business generally and the market's acceptance of our products
and services in particular. A functioning market for these products may not
emerge or be sustained.

The market for business-to-business e-commerce solutions is characterized by
rapid technological change, and our failure to introduce enhancements to our
products in a timely manner could render our products obsolete and unmarketable.

     The market for e-commerce applications is characterized by rapid
technological change, frequent introductions of new and enhanced products and
changes in customer demands. In attempting to satisfy this market's demands, we
may incur substantial costs that may not result in increased revenues due to the
short life cycles for business-to-business e-commerce solutions. Because of the
potentially rapid changes in the e-commerce applications market, the life cycle
of our products is difficult to estimate. Products, capabilities or technologies
others develop may render our products or technologies obsolete or
noncompetitive and shorten the life cycles of our products. Satisfying the
increasingly sophisticated needs of our customers requires developing and
introducing enhancements to our products and technologies in a timely manner
that keeps pace with technological developments, emerging industry standards and
customer requirements while keeping our products priced competitively. Our
failure to develop and introduce new or enhanced e-commerce products that
compete with other available products could materially and adversely affect our
business, results of operations and financial condition.

Failure to expand Internet infrastructure could limit our growth.

     Our ability to increase the speed and scope of our services to customers is
limited by and depends on the speed and reliability of both the Internet and our
customers' internal networks. As a result, the emergence and growth of the
market for our services depends on improvements being made to the entire
Internet infrastructure as well as to our individual customers' networking
infrastructures. The recent growth in Internet traffic has caused frequent
periods of decreased performance. If the Internet's infrastructure is unable to
support the rapid growth of Internet usage, its performance and reliability may
decline, and overall Internet usage could grow more slowly or decline. If
Internet reliability and performance declines, or if necessary improvements do
not increase the Internet's capacity for increased traffic, our customers will
be hindered in their use of our solutions, and our business, operating results
and financial condition could suffer.

Future governmental regulations could materially and adversely affect our
business and e-commerce generally.

     We are not subject to direct regulation by any government agency, other
than under regulations applicable to businesses generally, and few laws or
regulations specifically address commerce on the Internet. In view of the
increasing use and growth of the Internet, however, the federal government or
state governments may adopt laws and regulations covering issues such as user
privacy, property ownership, libel, pricing and characteristics and quality of
products and services. We could incur substantial costs in complying with these
laws and regulations, and the potential exposure to statutory liability for
information carried on or disseminated through our application systems could
force us to discontinue some or all of our services. These eventualities could
adversely affect our business operating results and financial condition. The
adoption of any laws or regulations covering these issues also could slow the
growth of e-commerce generally, which would also adversely affect our business,
operating results or financial condition. Additionally, one or more states may
impose sales tax collection obligations on out-of-state companies that engage in
or facilitate e-commerce. The collection of sales tax in connection with e-
commerce could impact the growth of e-commerce and could adversely affect sales
of our e-commerce products.

                                       26
<PAGE>

Legislation limiting further levels of encryption technology may adversely
affect our sales.

     As a result of customer demand, it is possible that Clarus eProcurement and
Clarus eMarkets will be required to incorporate additional encryption
technology. The United States government regulates the exportation of this
technology. Export regulations, either in their current form or as they may be
subsequently enacted, may further limit the levels of encryption or
authentication technology that we are able to use in our software and our
ability to distribute our products outside the United States. Any revocation or
modification of our export authority, unlawful exportation or use of our
software or adoption of new legislation or regulations relating to exportation
or use of software and encryption technology could materially and adversely
affect our sales prospects and, potentially, our business, financial condition
and operating results as a whole.



PART II.  OTHER INFORMATION


Item 2.    Changes in Securities and Use of Proceeds

    On May 31, 2000, the Company issued 1,148,000 shares of common stock in
connection with the acquisition of SAI (Ireland) Limited, SAI Recruitment
Limited, i2Mobile.com Limited and SAI America Limited.

    These shares were not registered under the Securities Act of 1933 but were
issued in reliance on the exemption from registration contained in Section 4(2)
of the Securities Act of 1933.

Item 4.    Submission of Matters to a Vote of Security Holders

    The following proposals were submitted to our stockholders at our annual
stockholders meeting on June 13, 2000.

1.  The proposal to elect Donald House as a Class II Director to serve until the
    2003 annual stockholders' meeting. This proposal was approved with
    12,017,859 shares or 85% voting for the proposal and 22,854 shares or .16%
    withholding authority.

2.  The proposal to elect Tench Coxe as a Class II Director to serve until the
    2003 annual stockholders' meeting. This proposal was approved with
    12,017,859 shares or 85% voting for the proposal and 22,854 shares or .16%
    withholding authority.

3.  The proposal to amend our Amended Certificate of Incorporation to increase
    the number of authorized shares of common stock from 25,000,000 to
    100,000,000. This proposal was approved with 9,006,619 shares or 63.7%
    voting for the proposal, 2,759,708 shares or 19.5% voting against the
    proposal and 274,386 shares or 1.9% abstaining from the proposal.

4.  The proposal to amend and restate our 1998 Stock Incentive Plan to increase
    the number of shares of common stock available for grant thereunder from
    1,500,000 to 3,000,000 shares. This proposal was approved with 3,458,176
    shares or 76% of the votes cast voting for the proposal, 2,319,806 shares or
    38.7% of the votes cast voting against the proposal and 281,367 shares or
    4.7% of the votes cast abstaining from the proposal.

5.  The proposal to adopt an employee stock purchase plan. This proposal was
    approved with 5,641,458 shares or 93% of the votes cast voting for the
    proposal, 141,465 shares or 2.3% of the votes cast voting against the
    proposal and 276,426 shares or 4.5% of the votes cast abstaining from the
    proposal.

ITEM 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits

         2.1  Stock Purchase Agreement dated May 31, 2000 by and among Clarus
              Corporation, SAI (Ireland) Limited, SAI Recruitment Limited,
              i2Mobile.com Limited, SAI America Limited (the "Companies") and
              the shareholders of the Companies (Incorporated by reference from
              Exhibit 2.1 of the Company's Form 8-K filed on June 13, 2000).

                                       27
<PAGE>

          4.1  Amendment to Amended and Restated Certificate of Incorporation
         10.1  Patent License Agreement (Incorporated by reference from Exhibit
               10.1 of the Company's Form 8-K filed on June 13, 2000).
         10.2  Amended and Restated Stock Incentive Plan
         10.3  Employee Stock Purchase Plan
         10.4  Global Employee Stock Purchase Plan
         10.5  Form of Nonqualified Stock Option Agreement
         10.6  Stock Incentive Plan of Software Architects International,
               Limited (Incorporated by reference from Exhibit 2.2 of the
               Company's Form 8-K filed on June 13, 2000)
         10.7  2000 Declaration of Amendment to Software Architects
               International Limited Stock Incentive Plan (Incorporated by
               reference from Exhibit 2.3 of the Company's Form 8-K filed on
               June 13, 2000).
         10.8  Employment Agreement between the Company and Stephen P. Jeffery.
         10.9  Employment Agreement between the Company and Mark D. Gagne.
         27.1  Financial Data Schedule

     (b) Reports on Form 8-K

         On June 12, 2000, the Company filed a current report on Form 8-K to
         report that on June 6, 2000, Arthur Andersen LLP's appointment as
         principal accountants was terminated and KPMG LLP was appointed as
         principal accountants.

               On June 13, 2000, the Company filed a current report on Form 8-K
         to report that it had acquired all of the outstanding capital stock of
         SAI (Ireland) Limited, SAI Recruiting Limited, i2Mobile.com Limited
         and SAI America Limited pursuant to a Stock Purchase Agreement dated
         May 31, 2000.


                              SIGNATURE

         Pursuant to the requirements of the Securities and Exchange Act of
         1934, the registrant has duly caused this report to be signed on its
         behalf by the undersigned hereunto duly authorized.

                                               CLARUS CORPORATION


Date:  August 14, 2000                         /s/ Mark D. Gagne
                                               ------------------------------
                                               Chief Operating Officer and
                                               Chief Financial Officer

                                       28
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDMENT TO AMENDED
<TEXT>

<PAGE>

                                                                     EXHIBIT 4.1

                          CERTIFICATE OF AMENDMENT OF

                             AMENDED AND RESTATED

                        CERTIFICATE OF INCORPORATION OF

                              CLARUS CORPORATION

          The undersigned, being the Chairman, Chief Executive Officer and
President of CLARUS CORPORATION, a Delaware corporation, hereby certifies that:

                                      1.

          (a)  The name of the Corporation is CLARUS CORPORATION (the
"Corporation").

          (b)  The date of filing the original Certificate of Incorporation of
the Corporation with the Secretary of State of Delaware was November 20, 1991.

                                      2.

          The following amendment to the Corporation's Certificate of
Incorporation was duly adopted by stockholders of the Corporation at the 2000
annual meeting of the Corporation in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware (the "Code"), and
written notice of such meeting was given to all stockholders in accordance with
Section 222 of the Code.

                                      3.

          Article 4 of the Amended and Restated Certificate of Incorporation of
the Corporation shall be amended by striking paragraph (a) of Article 4 in its
entirety and replacing said paragraph with the following:

     This Corporation is authorized to issue two classes of stock to be
     designated, respectively, "Common Stock" and "Preferred Stock." The
     total number of shares which the Corporation is authorized to issue
     is 105,000,000 shares, of which 100,000,000 shares are Common Stock,
     $.0001 par value per share, and 5,000,000 shares are Preferred Stock,
     $.0001 par value per share. The rights and preferences of all
     outstanding shares of Common Stock shall be identical. The holders of
     outstanding shares of Common Stock shall have the right to vote on
     all matters submitted to a vote of the stockholders of the
     Corporation, on the basis of one vote per share of Common Stock
     owned.
<PAGE>

          IN WITNESS WHEREOF, CLARUS CORPORATION, has caused this Certificate to
be signed and attested by its duly authorized officers, this 13th day of June,
2000.

                                         CLARUS CORPORATION

                                         By: /s/ Stephen P. Jeffery
                                             -----------------------------------
                                             Stephen P. Jeffery, Chairman, Chief
                                             Executive Officer and President
ATTEST:

/s/ Mark Gagne
- --------------------------------
Mark Gagne, Secretary

[CORPORATE SEAL]

                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>STOCK INCENTIVE PLAN
<TEXT>

<PAGE>


                                                                  EXHIBIT 10.2

                             STOCK INCENTIVE PLAN

                                      OF

                              CLARUS CORPORATION
            (As Amended and Restated Effective as of June 13, 2000)






<PAGE>

                             STOCK INCENTIVE PLAN
                                      OF
                              CLARUS CORPORATION
            (As Amended and Restated Effective as of June 13, 2000)



1.   Purpose

     The purpose of the Stock Incentive Plan of Clarus Corporation, as amended
and restated (formerly, the 1998 Stock Incentive Plan of Clarus Corporation)
(the "Plan"), is to encourage and enable selected employees, directors and
independent contractors of Clarus Corporation (the "Corporation") and its
related corporations to acquire or to increase their holdings of common stock of
the Corporation (the "Common Stock") and other proprietary interests in the
Corporation in order to promote a closer identification of their interests with
those of the Corporation and its stockholders, thereby further stimulating their
efforts to enhance the efficiency, soundness, profitability, growth and
stockholder value of the Corporation. This purpose will be carried out through
the granting of benefits (collectively referred to herein as "Awards") to
selected employees, independent contractors and directors, including the
granting of incentive stock options ("Incentive Options") intended to qualify
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
nonqualified stock options ("Nonqualified Options"), stock appreciation rights
("SARs"), restricted stock awards ("Restricted Stock Awards"), and restricted
units ("Restricted Units") to such participants. Incentive Options and
Nonqualified Options shall be referred to herein collectively as "Options."
Restricted Stock Awards and Restricted Units shall be referred to herein
collectively as "Restricted Awards."

2.   Administration of the Plan

     (a)  The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Corporation  (the "Board");
provided, however, that the Board may, in its sole discretion, assume
administration of the Plan in whole or in part.  (For the purposes herein,
references to the "Committee" shall also include the Board if it is acting in
its administrative capacity.)  Unless the Board shall determine otherwise, the
Committee shall be comprised solely of "non-employee directors," as such term is
defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or as may otherwise be permitted by Rule 16b-3.
Further, to the extent required by Section 162(m) of the Code or related
regulations, the Plan shall be administered by a committee comprised of "outside
directors" (as such term is defined in Section 162(m) or related regulations) or
as may otherwise be permitted under Section 162(m) and related regulations.

     (b)  Any action of the Committee with respect to the Plan may be taken
by a written instrument signed by all of the members of the Committee and any
such action so taken by written consent shall be as fully effective as if it had
been taken by a majority of the members at a meeting duly held and called.
Subject to the provisions of the Plan, the Committee shall have full and final
authority in its discretion to take any action with respect to the Plan
including, without limitation, the authority (i) to determine all matters
relating to Awards, including selection of individuals to be granted Awards, the
types of Awards, the number of shares of the Common Stock, if any, subject to an
Award, and all terms, conditions, restrictions and limitations of an Award; (ii)
to prescribe the
<PAGE>

form or forms of the agreements evidencing any Awards granted under the Plan;
(iii) to establish, amend and rescind rules and regulations for the
administration of the Plan; and (iv) to construe and interpret the Plan and
agreements evidencing Awards granted under the Plan, to establish and interpret
rules and regulations for administering the Plan and to make all other
determinations deemed necessary or advisable for administering the Plan. The
Committee shall also have authority, in its sole discretion, to accelerate the
date that any Award which was not otherwise exercisable or vested shall become
exercisable or vested in whole or in part without any obligation to accelerate
such date with respect to any other Award granted to any recipient. In addition,
the Committee shall have the authority and discretion to establish terms and
conditions of Awards as the Committee determines to be necessary or appropriate
to conform to the applicable requirements or practices of jurisdictions outside
of the United States.

     (c)  Notwithstanding Section 2(b), the Committee may delegate to the chief
executive officer or president of the Corporation the authority to grant Awards,
and to make any or all of the determinations reserved for the Committee in the
Plan and summarized in Section 2(b) herein with respect to such Awards, to any
individual who, at the time of said grant or other determination, (i) is not
deemed to be an officer or director of the Corporation within the meaning of
Section 16 of the Exchange Act; (ii) is not deemed to be a Covered Employee; and
(iii) is otherwise eligible under Section 5. To the extent that the Committee
has delegated authority to grant Awards pursuant to this Section 2(c) to the
chief executive officer or president, references to the Committee shall include
references to such person, subject, however, to the requirements of the Plan,
Rule 16b-3 and other applicable law.

3.   Effective Date

     The effective date of the Plan shall be February 5, 1998 (the "Effective
Date"). The Plan was amended and restated effective as of June 13 , 2000. Awards
may be granted under the Plan on and after the Effective Date, but no Awards
will be granted after February 4, 2008.

4.   Shares of Stock Subject to the Plan

     (a)  Subject to adjustment as provided in Section 4(c), the number of
shares of Common Stock that may be issued pursuant to Awards shall equal the sum
of (i) 3,000,000 shares of Common Stock; (ii) any shares of Common Stock
available for future awards under the SQL 1992 Stock Plan (the "Prior Plan") as
of June 13, 2000; and (iii) any shares of Common Stock that are represented by
awards granted under the Plan or the Prior Plan which are forfeited, expire or
are canceled or terminated without delivery of shares of Common Stock or which
result in the forfeiture of the shares of Common Stock back to the Corporation.
Shares issued pursuant to the Plan may be authorized but unissued shares,
treasury shares or shares purchased on the open market or by private purchase.

     (b)  The Corporation hereby reserves sufficient authorized shares of Common
Stock to meet the grant of Awards hereunder. To the extent that any shares of
Common Stock subject to an Award are not delivered to a Participant (or his
beneficiary) because the Award is forfeited, canceled, settled in cash or used
to satisfy applicable tax withholding obligations, such shares shall not be
deemed to have been issued for purposes of determining the maximum number of
shares of Common Stock available for issuance under the Plan. If the purchase
price of an Option granted under the Plan is satisfied by tendering shares of
Common Stock, only the number of shares issued net of the

                                       2
<PAGE>

shares of Common Stock tendered shall be deemed issued for purposes of
determining the maximum number of shares of Common Stock available for issuance
under the Plan.

     (c)  If there is any change in the shares of Common Stock because of a
merger, consolidation or reorganization involving the Corporation or a related
corporation, or if the Board of Directors of the Corporation declares a stock
dividend, stock split distributable in shares of Common Stock, or reverse stock
split, or if there is a similar change in the capital stock structure of the
Corporation or a related corporation affecting the Common Stock, the number of
shares of Common Stock reserved for issuance under the Plan shall be
correspondingly adjusted, and the Committee shall make such adjustments to
Awards or to any provisions of this Plan as the Committee deems equitable to
prevent dilution or enlargement of Awards.

     (d)  In no event shall an employee be granted Awards under the Plan for
more than 200,000 shares of Common Stock (or the equivalent value thereof based
on the Fair Market Value of the Common Stock on the date of grant of the Award)
during any calendar year, subject to adjustment as provided in Section 4(c)
herein.

5.   Eligibility

     An Award may be granted only to an individual who satisfies the following
eligibility requirements on the date the Award is granted:

     (a)  The individual is either (i) an employee of the Corporation or a
related corporation, (ii) a director of the Corporation or a related
corporation, or (iii) an independent contractor, consultant or advisor
(collectively, "independent contractors") providing services to the Corporation
or a related corporation. For this purpose, an individual shall be considered to
be an "employee" only if there exists between the individual and the Corporation
or a related corporation the legal and bona fide relationship of employer and
employee.

     (b)  With respect to the grant of Incentive Options, the individual does
not own, immediately before the time that the Incentive Option is granted, stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation. Notwithstanding the foregoing, an
individual who owns more than ten percent of the total combined voting power of
the Corporation may be granted an Incentive Option if the option price (as
determined pursuant to Section 6(b) herein, is at least 110% of the Fair Market
Value of the Common Stock (as defined in Section 6(b) herein), and the option
period (as defined in Section 6(c) herein) does not exceed five years. For this
purpose, an individual will be deemed to own stock which is attributable to him
under Section 424(d) of the Code.

     (c)  The individual, being otherwise eligible under this Section 5, is
selected by the Committee as an individual to whom an Award shall be granted (a
"Participant").

6.   Options

     (a)  Grant of Options: Subject to the limitations of the Plan, the
Committee may in its sole and absolute discretion grant Options to such eligible
individuals in such numbers, upon such terms and at such times as the Committee
shall determine. Both Incentive Options and Nonqualified Options may be granted
under the Plan; provided, however, that Incentive Options may only be

                                       3
<PAGE>

granted to employees of the Corporation or a related corporation. To the extent
necessary to comply with Section 422 of the Code and related regulations, if an
Option is designated as an Incentive Option but does not qualify as such under
Section 422 of the Code, the Option (or portion thereof) shall be treated as a
Nonqualified Option.

     (b)  Option Price; Date of Grant; Fair Market Value: The price per share at
which an Option may be exercised (the "option price") shall be established by
the Committee at the time the Option is granted and shall be set forth in the
terms of the agreement evidencing the grant of the Option; provided, that (i) in
the case of an Incentive Option, the option price shall be no less than 100% of
the Fair Market Value per share of the Common Stock on the date the Option is
granted; and (ii) in no event shall the option price per share of any Option be
less than the par value per share of the Common Stock. In addition, the
following rules shall apply:

          (i)    An Incentive Option shall be considered to be granted on the
     date that the Committee acts to grant the Option, or on any later date
     specified by the Committee as the effective date of the Option. A
     Nonqualified Option shall be considered to be granted on the date the
     Committee acts to grant the Option or any other date specified by the
     Committee as the date of grant of the Option.

          (ii)   For the purposes of the Plan, unless an individual agreement
     provides otherwise, the Fair Market Value of the shares shall be determined
     in good faith by the Committee in accordance with the following provisions:
     (A) if the shares of Common Stock are listed for trading on the New York
     Stock Exchange or the American Stock Exchange, the Fair Market Value shall
     be the closing sales price of the shares on the New York Stock Exchange or
     the American Stock Exchange (as applicable) on the date immediately
     preceding the date the Option is granted, or, if there is no transaction on
     such date, then on the trading date nearest preceding the date the Option
     is granted for which closing price information is available, and, provided
     further, if the shares are quoted on the Nasdaq National Market or the
     Nasdaq SmallCap Market of the Nasdaq Stock Market but are not listed for
     trading on the New York Stock Exchange or the American Stock Exchange, the
     Fair Market Value shall be the closing sales price for such stock (or the
     closing bid, if no sales were reported or if there is no transaction on
     such date, then on the trading date nearest preceding the date the Option
     is granted) as quoted on such system on the date immediately preceding the
     date the Option is granted for which such information is available; or (B)
     if the shares of Common Stock are not listed or reported in any of the
     foregoing, then the Fair Market Value shall be determined by the Committee
     in accordance with the applicable provisions of Section 20.2031-2 of the
     Federal Estate Tax Regulations, or in any other manner consistent with the
     Code and accompanying regulations.

          (iii)  In no event shall there first become exercisable by an employee
     in any one calendar year Incentive Options granted by the Corporation or
     any related corporation with respect to shares having an aggregate Fair
     Market Value (determined at the time an Incentive Option is granted)
     greater than $100,000.

     (c)  Option Period and Limitations on the Right to Exercise Options

          (i)    The term of an Option (the "option period") shall be determined
     by the Committee at the time the Option is granted. With respect to
     Incentive Options, such period

                                       4
<PAGE>

     shall not extend more than ten years from the date on which the Option is
     granted. Any Option or portion thereof not exercised before expiration of
     the option period shall terminate. The period or periods during which and
     the terms and conditions pursuant to which an Option may be exercised shall
     be determined by the Committee at the time the Option is granted.

          (ii)   An Option may be exercised by giving written notice to the
     Corporation at such place as the Corporation or its designee shall direct.
     Such notice shall specify the number of shares to be purchased pursuant to
     an Option and the aggregate purchase price to be paid therefor, and shall
     be accompanied by the payment of such purchase price. Unless an individual
     option agreement provides otherwise, such payment shall be in the form of
     (A) cash; (B) delivery (by either actual delivery or attestation) of shares
     of Common Stock owned by the Participant at the time of exercise for a
     period of at least six months and otherwise acceptable to the Committee;
     (C) delivery of written notice of exercise to the Corporation and delivery
     to a broker of written notice of exercise and irrevocable instructions to
     promptly deliver to the Corporation the amount of sale or loan proceeds to
     pay the option price; or (D) a combination of the foregoing methods, as
     elected by the Participant.  Shares tendered in payment on the exercise of
     an Option shall be valued at their Fair Market Value on the date of
     exercise, as determined by the Committee by applying the provisions of
     Section 6(b)(ii).

          (iii)  Unless an individual option agreement provides otherwise, and
     notwithstanding Section 6(c)(i) herein, no Option granted to a Participant
     who was an employee at the time of grant shall be exercised unless the
     Participant is, at the time of exercise, an employee as described in
     Section 5(a), and has been an employee continuously since the date the
     Option was granted, subject to the following:

                 (A) An Option shall not be affected by any change in the terms,
          conditions or status of the Participant's employment, provided that
          the Participant continues to be an employee of the Corporation or a
          related corporation.

                 (B) The employment relationship of a Participant shall be
          treated as continuing intact for any period that the Participant is on
          military or sick leave or other bona fide leave of absence, provided
          that the period of such leave does not exceed ninety days, or, if
          longer, as long as the Participant's right to reemployment is
          guaranteed either by statute or by contract. The employment
          relationship of a Participant shall also be treated as continuing
          intact while the Participant is not in active service because of
          disability. The Committee shall determine whether a Participant is
          disabled, and, if applicable, the date of a participant's termination
          of employment or service for any reason (the "termination date").

                 (C) Unless an individual option agreement provides otherwise,
          if the employment of a Participant is terminated because of disability
          within the meaning of subparagraph (B), or if the Participant dies
          while he is an employee or dies after the termination of his
          employment because of disability, the Option may be exercised only to
          the extent exercisable on his termination date, except that the
          Committee may in its discretion accelerate

                                       5
<PAGE>

          the date for exercising all or any part of the Option which was not
          otherwise exercisable on the termination date. The Option must be
          exercised, if at all, prior to the first to occur of the following,
          whichever shall be applicable: (X) the close of the period of twelve
          months next succeeding the termination date; or (Y) the close of the
          option period. In the event of the Participant's death, such Option
          shall be exercisable by such person or persons as shall have acquired
          the right to exercise the Option by will or by the laws of intestate
          succession.

               (D) Unless an individual option agreement provides otherwise, if
          the employment of the Participant is terminated for any reason other
          than disability (as defined in subparagraph (B)), death or for
          "cause," his Option may be exercised to the extent exercisable on the
          date of such termination of employment, except that the Committee may
          in its discretion accelerate the date for exercising all or any part
          of the Option which was not otherwise exercisable on the date of such
          termination of employment. The Option must be exercised, if at all,
          prior to the first to occur of the following, whichever shall be
          applicable: (X) the close of the period of three (3) months next
          succeeding the termination date; or (Y) the close of the option
          period. If the Participant dies following such termination of
          employment and prior to the earlier of the dates specified in (X) or
          (Y) of this subparagraph (D), the Participant shall be treated as
          having died while employed under subparagraph (C) immediately
          preceding (treating for this purpose the Participant's date of
          termination of employment as the termination date). In the event of
          the Participant's death, such Option shall be exercisable by such
          person or persons as shall have acquired the right to exercise the
          Option by will or by the laws of intestate succession.

               (E) Unless an individual option agreement provides otherwise, if
          the employment of the Participant is terminated for "cause," his
          Option shall lapse and no longer be exercisable as of the effective
          time of his termination of employment, as determined by the Committee.
          For purposes of the Plan, the Participant's termination shall be for
          "cause" if such termination results from the Participant's (W) (with
          respect to Options granted on or after June 13, 2000) termination for
          "cause" under the Participant's employment, consulting or other
          agreement with the Corporation or a related corporation; (X)
          dishonesty or conviction of a crime; (Y) failure to perform his duties
          to the satisfaction of the Corporation; or (Z) engaging in conduct
          that could be materially damaging to the Corporation without a
          reasonable good faith belief that such conduct was in the best
          interest of the Corporation. The determination of "cause" shall be
          made by the Committee and its determination shall be final and
          conclusive.

               (F) Notwithstanding the foregoing, the Committee shall have
          authority, in its discretion, to extend the period during which an
          Option may be exercised; provided that, in the event that any such
          extension shall cause an Incentive Option to be designated as a
          Nonqualified Option, no such extension shall be made without the prior
          written consent of the Participant.

                                       6
<PAGE>

               (iv)   Unless an individual agreement provides otherwise, an
          Option granted to a Participant who was an independent contractor or
          director of the Corporation or a related corporation at the time of
          grant (and who does not thereafter become an employee, in which case
          he shall be subject to the provisions of Section 6(c)(iii) herein) may
          be exercised only to the extent exercisable on the date of the
          Participant's termination of service to the Corporation or a related
          corporation (unless the termination was for cause), and must be
          exercised, if at all, prior to the first to occur of the following, as
          applicable: (X) the close of the period of three (3) months next
          succeeding the termination date; or (Y) the close of the option
          period. If the services of such a Participant are terminated for cause
          (as defined in Section 6(c)(iii)(E) herein), his Option shall lapse
          and no longer be exercisable as of the effective time of his
          termination of services, as determined by the Committee.
          Notwithstanding the foregoing, the Committee may in its discretion
          accelerate the date for exercising all or any part of an Option which
          was not otherwise exercisable on the termination date or extend the
          period during which an Option may be exercised, or both.

               (v)    A Participant or his legal representative, legatees or
          distributees shall not be deemed to be the holder of any shares
          subject to an Option and shall not have any rights of a stockholder
          unless and until certificates for such shares are delivered to him or
          them under the Plan.

               (vi)   Nothing in the Plan shall confer upon the Participant any
          right to continue in the service of the Corporation or a related
          corporation as an employee, director, or independent contractor or to
          interfere in any way with the right of the Corporation or a related
          corporation to terminate the Participant's employment or service at
          any time.

               (vii)  A certificate or certificates for shares of Common Stock
          acquired upon exercise of an Option shall be issued in the name of the
          Participant (or his beneficiary) and distributed to the Participant
          (or his beneficiary) as soon as practicable following receipt of
          notice of exercise and payment of the purchase price.

          (d)  Nontransferability of Options

               (i)    Incentive Options shall not be transferable other than by
          will or the laws of intestate succession. Nonqualified Options shall
          not be transferable other than by will or the laws of intestate
          succession, except as may be permitted by the Committee in a manner
          consistent with the registration provisions of the Securities Act of
          1933, as amended (the "Securities Act"). Except as may be permitted by
          the preceding sentence, an Option shall be exercisable during the
          Participant's lifetime only by him or by his guardian or legal
          representative. The designation of a beneficiary does not constitute a
          transfer.

               (ii)   If a Participant is subject to Section 16 of the Exchange
          Act, shares of Common Stock acquired upon exercise of an Option may
          not, without the consent of the Committee, be disposed of by the
          Participant until the expiration of six months after the date the
          Option was granted.

                                       7
<PAGE>

7.   Stock Appreciation Rights

     (a)  Grant of SARs:  Subject to the limitations of the Plan, the Committee
may in its sole and absolute discretion grant SARs to such eligible individuals,
in such numbers, upon such terms and at such times as the Committee shall
determine. SARs may be granted to an optionee of an Option (hereinafter called a
"Related Option") with respect to all or a portion of the shares of Common Stock
subject to the Related Option (a "Tandem SAR") or may be granted separately to
an eligible key employee (a "Freestanding SAR"). Subject to the limitations of
the Plan, SARs shall be exercisable in whole or in part upon notice to the
Corporation upon such terms and conditions as are provided in the agreement
relating to the grant of the SAR.

     (b)  Tandem SARs:  A Tandem SAR may be granted either concurrently with the
grant of the Related Option or (if the Related Option is a Nonqualified Option)
at any time thereafter prior to the complete exercise, termination, expiration
or cancellation of such Related Option. Tandem SARs shall be exercisable only at
the time and to the extent that the Related Option is exercisable (and may be
subject to such additional limitations on exercisability as the Committee may
provide in the agreement), and in no event after the complete termination or
full exercise of the Related Option. For purposes of determining the number of
shares of Common Stock that remain subject to such Related Option and for
purposes of determining the number of shares of Common Stock in respect of which
other Awards may be granted, upon the exercise of Tandem SARs, the Related
Option shall be considered to have been surrendered to the extent of the number
of shares of Common Stock with respect to which such Tandem SARs are exercised.
Upon the exercise or termination of the Related Option, the Tandem SARs with
respect thereto shall be canceled automatically to the extent of the number of
shares of Common Stock with respect to which the Related Option was so exercised
or terminated. Subject to the limitations of the Plan, upon the exercise of a
Tandem SAR, the Participant shall be entitled to receive from the Corporation,
for each share of Common Stock with respect to which the Tandem SAR is being
exercised, consideration equal in value to the excess of the Fair Market Value
of a share of Common Stock on the date of exercise over the Related Option price
per share; provided, that the Committee may, in any agreement granting Tandem
SARs, establish a maximum value payable for such SARs.

     (c)  Freestanding SARs:  Unless an individual agreement provides otherwise,
the base price of a Freestanding SAR shall be not less than 100% of the Fair
Market Value of the Common Stock (as determined in accordance with Section
6(b)(ii) herein) on the date of grant of the Freestanding SAR.  Subject to the
limitations of the Plan, upon the exercise of a Freestanding SAR, the
Participant shall be entitled to receive from the Corporation, for each share of
Common Stock with respect to which the Freestanding SAR is being exercised,
consideration equal in value to the excess of the Fair Market Value of a share
of Common Stock on the date of exercise over the base price per share of such
Freestanding SAR; provided, that the Committee may, in any agreement granting
Freestanding SARs, establish a maximum value payable for such SARs.

     (d)  Exercise of SARs:

          (i)    Subject to the terms of the Plan, SARs shall be exercisable in
     whole or in part upon such terms and conditions as are provided in the
     agreement relating to the grant of the SAR. The period during which an SAR
     may be exercisable shall not exceed ten years from the date of grant or, in
     the case of Tandem SARs, such shorter option period as may apply to

                                       8
<PAGE>

     the Related Option. Any SAR or portion thereof not exercised before
     expiration of the period stated in the agreement relating to the grant of
     the SAR shall terminate.

          (ii)   SARs may be exercised by giving written notice to the
     Corporation at such place as the Committee shall direct. The date of
     exercise of the SAR shall mean the date on which the Corporation shall have
     received notice from the Participant of the exercise of such SAR.

          (iii)  No SAR may be exercised unless the Participant is, at the time
     of exercise, an eligible Participant, as described in Section 5, and has
     been a Participant continuously since the date the SAR was granted, subject
     to the provisions of Sections 6(c)(iii) and (iv) herein.

     (e)  Consideration; Election:  The consideration to be received upon the
exercise of the SAR by the Participant shall be paid in cash, shares of Common
Stock (valued at Fair Market Value on the date of exercise of such SAR in
accordance with Section 6(b)(ii) herein) or a combination of cash and shares of
Common Stock, as elected by the Participant, subject to the terms of the Plan
and the applicable agreement.  The Corporation's obligation arising upon the
exercise of the SAR may be paid currently or on a deferred basis with such
interest or earnings equivalent as the Committee may determine. A certificate or
certificates for shares of Common Stock acquired upon exercise of an SAR for
shares shall be issued in the name of the Participant (or his beneficiary) and
distributed to the Participant (or his beneficiary) as soon as practicable
following receipt of notice of exercise. No fractional shares of Common Stock
will be issuable upon exercise of the SAR and, unless otherwise provided in the
applicable agreement, the Participant will receive cash in lieu of fractional
shares.

     (f)  Limitations:  The applicable SAR agreement shall contain such terms,
conditions and limitations consistent with the Plan as may be specified by the
Committee. Unless otherwise so provided in the applicable agreement or the Plan,
any such terms, conditions or limitations relating to a Tandem SAR shall not
restrict the exercisability of the Related Option.

     (g)  Nontransferability:

          (i)    SARs shall not be transferable other than by will or the laws
     of intestate succession (except to the extent, if any, that a Related
     Option is a Nonqualified Option and is transferable pursuant to Section
     6(d) herein). The designation of a beneficiary does not constitute a
     transfer. SARs may be exercised during the Participant's lifetime only by
     him or by his guardian or legal representative.

          (ii)   If the Participant is subject to Section 16 of the Exchange
     Act, shares of Common Stock acquired upon exercise of an SAR may not,
     without the consent of the Committee, be disposed of by the Participant
     until the expiration of six months after the date the SAR was granted.

8.   Grant and Earning of Restricted Awards

     (a)  Grant and Earning of Restricted Awards: Subject to the limitations of
the Plan, the Committee may in its sole and absolute discretion grant Restricted
Awards to such individuals in such numbers, upon such terms and at such times as
the Committee shall determine. A Restricted Award may consist of a Restricted
Stock Award or a Restricted Unit, or both. Restricted Awards

                                       9
<PAGE>

shall be payable in cash or whole shares of Common Stock (including Restricted
Stock), or partly in cash and partly in whole shares of Common Stock, in
accordance with the terms of the Plan and the sole and absolute discretion of
the Committee. The Committee shall determine the conditions which must be met in
order for a Restricted Award to be granted or to vest or be earned (in whole or
in part), which conditions may include, but are not limited to, the continued
service of the Participant for a certain period of time, attainment of such
performance objectives as the Committee may determine, a combination of
continued service and performance objectives, retirement, displacement,
disability, death or a combination of such conditions. The Committee shall
determine the nature, length and starting date of the period, if any, during
which the Restricted Award may be earned (the "Restriction Period") for each
Restricted Award, which shall be as stated in the agreement to which the Award
relates. In the case of Restricted Awards based upon performance criteria, or a
combination of performance criteria and continued service, the Committee shall
determine the performance objectives to be used in valuing Restricted Awards and
determine the extent to which such Awards have been earned. Performance
objectives may vary from participant to participant and between groups of
participants and shall be based upon such Corporation, business unit and/or
individual performance factors and criteria as the Committee in its sole
discretion may deem appropriate, including, but not limited to, sales targets,
earnings per share, return on equity, return on assets, total revenue, total
return to stockholders, or any combination of the foregoing. The Committee shall
determine the terms and conditions of each Restricted Award, including the form
and terms of payment of Awards. The Committee shall have sole authority to
determine whether and to what degree Restricted Awards have been earned and are
payable and to interpret the terms and conditions of Restricted Awards and the
provisions herein. The Committee, in its sole and absolute discretion, may
accelerate the date that any Restricted Award granted to a Participant shall be
deemed to be earned in whole or in part, without any obligation to accelerate
such date with respect to other Restricted Awards.

     (b)  Forfeiture of Restricted Awards:  Unless an individual agreement
provides otherwise, if the employment or service of a Participant shall be
terminated for any reason and the Participant has not earned all or part of a
Restricted Award pursuant to the terms herein, such Award to the extent not then
earned shall be forfeited immediately upon such termination and the Participant
shall have no further rights with respect thereto.

     (c)  Dividend and Voting Rights; Share Certificates:  Unless an individual
agreement provides otherwise, (i) a Participant shall have no dividend rights or
voting rights or other rights as a stockholder with respect to shares reserved
in his name pursuant to a Restricted Award payable in shares but not yet earned,
and (ii) a certificate or certificates for shares of Common Stock representing a
Restricted Award payable in shares shall be issued in the name of the
Participant and distributed to the Participant (or his beneficiary) as soon as
practicable following the date that the shares subject to the Award are earned.
No certificate shall be issued hereunder in the name of the Participant (or his
beneficiary) except to the extent the shares represented thereby have been
earned.

     (d)  Nontransferability:

          (i)  The recipient of a Restricted Award shall not sell, transfer,
     assign, pledge or otherwise encumber shares subject to the Award until the
     Restriction Period has expired or until all conditions to vesting have been
     met.

                                       10
<PAGE>

          (ii)  Restricted Awards shall not be transferable other than by will
     or the laws of intestate succession. The designation of a beneficiary does
     not constitute a transfer.

          (iii) If a Participant of a Restricted Award is subject to Section 16
     of the Exchange Act, shares of Common Stock subject to such Award may not,
     without the consent of the Committee, be sold or otherwise disposed of
     within six months following the date of grant of such Award.

9.   Withholding

     The Corporation shall withhold all required local, state and federal taxes
from any amount payable in cash with respect to an Award. The Corporation shall
require any recipient of an Award payable in shares of the Common Stock to pay
to the Corporation in cash the amount of any tax or other amount required by any
governmental authority to be withheld and paid over by the Corporation to such
authority for the account of such recipient. Notwithstanding the foregoing, the
recipient may satisfy such obligation in whole or in part, and any other local,
state or federal income tax obligations relating to such an Award, by electing
(the "Election") to have the Corporation withhold shares of Common Stock from
the shares to which the recipient is entitled. The number of shares to be
withheld shall have a Fair Market Value as of the date that the amount of tax to
be withheld is determined (the "Tax Date") as nearly equal as possible to (but
not exceeding) the amount of such obligations being satisfied. Each Election
must be made in writing to the Committee in accordance with election procedures
established by the Committee.

10.  Performance-Based Compensation

     To the extent that Section 162(m) of the Code is applicable, the Committee
shall have discretion to determine the extent, if any, that Awards conferred
under the Plan to Covered Employees, as such term is defined in Section 19(b)
herein, shall comply with the qualified performance-based compensation exception
to employer compensation deductions set forth in Section 162(m) of the Code.

11.  Section 16(b) Compliance

     It is the general intent of the Corporation that transactions under the
Plan which are subject to Section 16 of the Exchange Act shall comply with Rule
16b-3 under the Exchange Act.  Notwithstanding anything in the Plan to the
contrary, the Committee, in its sole and absolute discretion, may bifurcate the
Plan so as to restrict, limit or condition the use of any provision of the Plan
to participants who are officers or directors subject to Section 16 of the
Exchange Act without so restricting, limiting or conditioning the Plan with
respect to other participants.

12.  No Right or Obligation of Continued Employment or Service

     Nothing contained in the Plan shall require the Corporation or a related
corporation to continue the employment or service of a Participant, nor shall
any such individual be required to remain in the employment or service of the
Corporation or a related corporation.  Except as otherwise provided in the Plan,
(i) all rights of a Participant with respect to an Award shall terminate upon
the termination of the Participant's employment or service; and (ii) Awards
granted under the Plan to employees of the Corporation or a related corporation
shall not be affected by any change in the

                                       11
<PAGE>

duties or position of the participant, as long as such individual remains an
employee of, or in service to, the Corporation or a related corporation.

13.  Unfunded Plan; Retirement Plans

     (a) Neither a Participant nor any other person shall, by reason of the
Plan, acquire any right in or title to any assets, funds or property of the
Corporation or any related corporation including, without limitation, any
specific funds, assets or other property which the Corporation or any related
corporation, in their discretion, may set aside in anticipation of a liability
under the Plan.  A participant shall have only a contractual right to the Common
Stock or amounts, if any, payable under the Plan, unsecured by any assets of the
Corporation or any related corporation.  Nothing contained in the Plan shall
constitute a guarantee that the assets of such corporations shall be sufficient
to pay any benefits to any person.

     (b) In no event shall any amounts accrued, distributable or payable under
the Plan be treated as compensation for the purpose of determining the amount of
contributions or benefits to which any person shall be entitled under any
retirement plan sponsored by the Corporation or a related corporation that is
intended to be a qualified plan within the meaning of Section 401(a) of the
Code.

14.  Amendment and Termination of the Plan

     The Plan and any Award may be amended or terminated at any time by the
Board of Directors of the Corporation; provided, that (i) amendment or
termination of an Award shall not, without the consent of the recipient of an
Award, adversely affect the rights of the recipient with respect to an
outstanding Award; and (ii) approval of an amendment to the Plan by the
stockholders of the Corporation shall only be required in the event such
stockholder approval of any such amendment is required by applicable law, rule
or regulation.

15.  Restrictions on Awards and Shares

     The Corporation may impose such restrictions on any Awards and shares
representing Awards hereunder as it may deem advisable, including without
limitation restrictions under the Securities Act, under the requirements of any
stock exchange or similar organization and under any blue sky or state
securities laws applicable to such shares.  Notwithstanding any other Plan
provision to the contrary, the Corporation shall not be obligated to issue or
deliver shares of Common Stock under the Plan or make any other distribution of
benefits under the Plan, or take any other action, unless such delivery,
distribution or action is in compliance with all applicable laws, rules and
regulations (including but not limited to the requirements of the Securities
Act).  The Corporation may cause a restrictive legend to be placed on any
certificate issued pursuant to an Award hereunder in such form as may be
prescribed from time to time by applicable laws and regulations or as may be
advised by legal counsel.

16.  Applicable Law

     The Plan shall be governed by and construed in accordance with the laws of
the State of Delaware, without regard to the conflict of laws provisions of any
state.

                                       12
<PAGE>

17.  Stockholder Approval

     The Plan is subject to approval by the stockholders of the Corporation,
which approval must occur, if at all, within 12 months of the effective date of
the Plan.  Awards granted prior to such stockholder approval shall be
conditioned upon and shall be effective only upon approval of the Plan by such
stockholders on or before such date.

18.  Change of Control

     (a)  With respect to Awards granted on and after the Effective Date of the
Plan and before October 28, 1999, notwithstanding any other provision of the
Plan to the contrary, in the event of a Change of Control (as defined in Section
18(c) herein):

          (i)    All Options and SARs outstanding as of the date of such Change
     of Control shall become fully exercisable, whether or not then otherwise
     exercisable.

          (ii)   Any restrictions including but not limited to the Restriction
     Period applicable to any Restricted Award shall be deemed to have expired,
     and such Restricted Awards shall become fully vested and payable to the
     fullest extent of the original grant of the applicable Award.

          (iii)  Notwithstanding the foregoing, in the event of a merger, share
     exchange, reorganization or other business combination affecting the
     Corporation or a related corporation, the Committee may, in its sole and
     absolute discretion, determine that any or all Awards granted pursuant to
     the Plan shall not vest or become exercisable on an accelerated basis, if
     the Corporation or the board of directors of the surviving or acquiring
     corporation, as the case may be, shall have taken such action, including
     but not limited to the assumption of Awards granted under the Plan or the
     grant of substitute awards (in either case, with substantially similar
     terms as Awards granted under the Plan), as in the opinion of the Committee
     is equitable or appropriate to protect the rights and interests of
     participants under the Plan. For the purposes herein, the Committee
     authorized to make the determinations provided for in this Section
     18(a)(iii) shall be appointed by the Board of Directors, two-thirds of the
     members of which shall have been directors of the Corporation prior to the
     merger, share exchange, reorganization or other business combinations
     affecting the Corporation or a related corporation.

     (b)  Notwithstanding anything to the contrary herein, with respect to
Awards granted on or after October 28, 1999, the following provisions shall
apply in lieu of the provisions of Section 18(a) (unless an individual agreement
provides otherwise):

          (i)    Any Options and SARs outstanding as of the date of such Change
     of Control which are not otherwise exercisable on that date shall
     immediately become exercisable with respect to 50% of that portion of such
     outstanding Award which was not otherwise exercisable as of such date; and

          (ii)   Any Restricted Awards outstanding as of the date of such Change
     of Control which had not otherwise vested shall be deemed to be vested and
     payable with respect to 50% of that portion of such outstanding Award which
     was not otherwise vested on such date.

                                       13
<PAGE>

          (iii)  Notwithstanding the foregoing, in the event of a Change of
     Control, the Committee may, in its sole and absolute discretion, determine
     that any or all Awards granted pursuant to the Plan shall not vest or
     become exercisable on an accelerated basis, if the Board of Directors of
     the Corporation or the surviving or acquiring corporation, as the case may
     be, shall have taken such action, including, but not limited to, the
     assumption or continuation of Awards granted under the Plan or the grant of
     substitute awards (in either case, with substantially similar terms as
     Awards granted under the Plan), as in the opinion of the Committee is
     equitable or appropriate to protect the rights and interests of
     participants under the Plan.  For the purposes herein, the Committee
     authorized to make the determinations provided for in this Section
     18(b)(iii) shall be appointed by the Board of Directors, two-thirds of the
     members of which shall have been directors of the Corporation prior to the
     merger, share exchange, reorganization or other business combinations
     affecting the Corporation or a related corporation.

     (c)  For the purposes herein, a "Change of Control" shall be deemed to have
occurred on the earliest of the following dates:

          (i)    The date any entity or person shall have become the beneficial
     owner of, or shall have obtained voting control over, (A) fifty-one percent
     (51%) or more of the outstanding Common Stock of the Corporation if the
     Corporation's stock is not then registered with the SEC and publicly traded
     or (B) forty percent (40%) or more of the outstanding Common Stock of the
     Corporation if the Corporation has consummated its initial public offering;

          (ii)   The date the stockholders of the Corporation approve a
     definitive agreement (A) to merge or consolidate the Corporation with or
     into another corporation or other business entity (each, a "corporation"),
     in which the Corporation is not the continuing or surviving corporation or
     pursuant to which any shares of Common Stock of the Corporation would be
     converted into cash, securities or other property of another corporation,
     other than (x) a merger or consolidation of the Corporation in which
     holders of Common Stock immediately prior to the merger or consolidation
     have the same proportionate ownership of Common Stock of the surviving
     corporation immediately after the merger as immediately before and (y) with
     respect to Awards granted on or after October 28, 1999, any merger or
     consolidation of the Corporation in which holders of Common Stock
     immediately prior to the merger or consolidation continue to own at least a
     majority of the combined voting securities of the Corporation (or the
     surviving entity) outstanding immediately after such merger or
     consolidation, or (B) to sell or otherwise dispose of all or substantially
     all the assets of the Corporation; or

          (iii)  The date there shall have been a change in a majority of the
     Board of Directors of the Corporation within a 12-month period unless the
     nomination for election by the Corporation's stockholders of each new
     director was approved by the vote of two-thirds of the directors then still
     in office who were in office at the beginning of the 12-month period.

     (For purposes herein, the term "person" shall mean any individual,
     corporation, partnership, group, association or other person, as such term
     is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act,
     other than the Corporation, a subsidiary of the Corporation or

                                       14
<PAGE>

     any employee benefit plan(s) sponsored or maintained by the Corporation or
     any subsidiary thereof, and the term "beneficial owner" shall have the
     meaning given the term in Rule 13d-3 under the Exchange Act.)

19.  Certain Definitions

     For purposes of the Plan, the following terms shall have the meaning
indicated:

     (a)  "Agreement" means any written agreement or agreements between the
Corporation and the recipient of an Award pursuant to the Plan relating to the
terms, conditions and restrictions of Options, SARs, Restricted Awards and any
other Awards conferred herein.

     (b)  "Covered Employee" shall have the meaning given the term in Section
162(m) of the Code or the regulations thereunder.

     (c)  "Disability" shall mean the inability to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death, or which has lasted or can
be expected to last for a continuous period of not less than twelve months.

     (d)  "Parent" or "parent corporation" shall mean any corporation (other
than the Corporation) in an unbroken chain of corporations ending with the
Corporation if each corporation other than the Corporation owns stock possessing
50% or more of the total combined voting power of all classes of stock in
another corporation in the chain.

     (e)  "Predecessor" or "predecessor corporation" means a corporation which
was a party to a transaction described in Section 424(a) of the Code (or which
would be so described if a substitution or assumption under that Section had
occurred) with the Corporation, or a corporation which is a parent or subsidiary
of the Corporation, or a predecessor of any such corporation.

     (f)  "Related corporation" means any parent, subsidiary or predecessor of
the Corporation.

     (g)  "Restricted Stock" shall mean shares of Common Stock which are subject
to Restricted Awards payable in shares, the vesting of which is subject to
restrictions set forth in the Plan or the agreement relating to such Award.

     (h)  "Subsidiary" or "subsidiary corporation" means any corporation (other
than the Corporation) in an unbroken chain of corporations beginning with the
Corporation if each corporation other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in another corporation in the chain.

                                       15
<PAGE>

     IN WITNESS WHEREOF, this Stock Incentive Plan of Clarus Corporation, as
amended and restated, has been executed in behalf of the Corporation effective
as of the 13/th/ day of June, 2000.


                                    CLARUS CORPORATION


                                    By: /s/ Stephen P. Jeffery
                                        ----------------------------------------
                                        Stephen P. Jeffery, Chairman,
                                        Chief Executive Officer and President

Attest:


/s/ Mark D. Gagne
- --------------------------------
Mark D. Gagne, Secretary

[Corporate Seal]

                                       16
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EMPLOYEE STOCK PURCHASE PLAN
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.3

                         EMPLOYEE STOCK PURCHASE PLAN


                                      OF


                              CLARUS CORPORATION
<PAGE>

                              CLARUS CORPORATION
                         EMPLOYEE STOCK PURCHASE PLAN

     1.   Purpose
          -------

          The purpose of the Clarus Corporation Employee Stock Purchase Plan
(the "Plan") is to give eligible employees of Clarus Corporation, a Delaware
corporation (the "Corporation"), and its designated Subsidiaries an opportunity
to acquire shares of the common stock of the Corporation (the "Common Stock")
and to continue to promote the Corporation's best interests and enhance its
long-term performance. This purpose will be carried through the granting of
options ("options") to purchase shares of the Corporation's Common Stock through
payroll deductions or other means permitted under the Plan. The Plan is intended
to comply with the requirements of Section 423 of the Internal Revenue Code of
1986, as amended (the "Code"), applicable to employee stock purchase plans. The
provisions of the Plan shall be construed so as to comply with the requirements
of Section 423 of the Code.

     2.   Certain Definitions
          -------------------

          In addition to terms defined elsewhere in the Plan, the following
words and phrases shall have the meanings given below unless a different meaning
is required by the context:

          (a)  "Board" means the Board of Directors of the Corporation.

          (b)  "Code" means the Internal Revenue Code of 1986, as amended.

          (c)  "Committee" means the Compensation Committee of the Board.

          (d)  "Common Stock" means shares of the common stock of the
     Corporation.

          (e)  "Corporation" means Clarus Corporation, a Delaware corporation.

          (f)  "Eligible Employee" means any employee of the Corporation or
     a designated Subsidiary except for (i) any employee whose customary
     employment is less than 20 hours per week or (ii) any employee whose
     customary employment is for not more than five months in any calendar year.
     For purposes of the Plan, the employment relationship shall be treated as
     continuing intact while the individual is on sick leave or other leave of
     absence approved by the Corporation; provided that, where the period of
     leave exceeds 90 days and the individual's right to reemployment is not
     guaranteed either by statute or by contract, the employment relationship
     shall be deemed to have terminated on the 91st day of such leave.

          (g)  "Fair Market Value" of the Common Stock on a given date (the
     "valuation date") shall be determined in good faith by the Committee in
     accordance with the following provisions:
<PAGE>

               (i)  if the shares of Common Stock are listed for trading on the
          New York Stock Exchange or the American Stock Exchange, the Fair
          Market Value shall be the closing sales price of the shares on the New
          York Stock Exchange or the American Stock Exchange (as applicable) on
          the date immediately preceding the valuation date, or, if there is no
          transaction on such date, then on the trading date nearest preceding
          the valuation date for which closing price information is available,
          and, provided further, if the shares are quoted on the Nasdaq National
          Market or the Nasdaq SmallCap Market of the Nasdaq Stock Market but
          are not listed for trading on the New York Stock Exchange or the
          American Stock Exchange, the Fair Market Value shall be the closing
          sales price for such stock (or the closing bid, if no sales were
          reported) as quoted on such system on the date immediately preceding
          the valuation date for which such information is available; or

               (ii) if the shares of Common Stock are not listed or reported in
          any of the foregoing, then Fair Market Value shall be determined by
          the Committee in any other manner consistent with the Code and
          accompanying regulations.

     Notwithstanding any provision of the Plan to the contrary, no determination
     made with respect to the Fair Market Value of Common Stock subject to an
     option shall be inconsistent with Section 423 of the Code or regulations
     thereunder.

          (h) "Offer Date" means the date of grant of an option pursuant to the
     Plan.  The Offer Date shall be the first date of each Purchase Period.

          (i) "Option" means an option granted hereunder which will entitle a
     participant to purchase shares of Common Stock in accordance with the terms
     of the Plan.

          (j) "Option Price" means the price per share of Common Stock subject
     to an option, as determined in accordance with Section 8(b).

          (k) "Participant" means an Eligible Employee who is a participant in
     the Plan.

          (l) "Plan" means the Clarus Corporation Employee Stock Purchase Plan,
     as it may be hereafter amended.

          (m) "Purchase Date" means the date of exercise of an option granted
     under the Plan.  The Purchase Date shall be the last day of each Purchase
     Period.

          (n) "Purchase Period" means each six-month period during which an
     offering to purchase Common Stock is made to Eligible Employees pursuant to
     the Plan.  There shall be two Purchase Periods in each fiscal year of the
     Corporation, with the first Purchase Period in a fiscal year commencing on
     or about January 1 and ending on June 30, and the second Purchase Period in
     a fiscal year commencing on or about July 1 and ending on December 31 of
     that year.  Notwithstanding the foregoing, however, the first Purchase
     Period after the effective date of the Plan shall begin on or as soon as
     practicable following July 1, 2000 and end on December 31, 2000 and,
     accordingly, may

                                       2
<PAGE>

     extend for a period of less than six months. The Committee shall have the
     power to change the duration of Purchase Periods (including the
     commencement date thereof) with respect to future offerings without
     shareholder approval if such change is announced at least five (5) days
     prior to the scheduled beginning of the first Purchase Period to be
     affected thereafter.

          (o) "Subsidiary" means any present or future corporation which (i)
     would be a "subsidiary corporation" of the Corporation as that term is
     defined in Section 424 of the Code and (ii) is at any time designated as a
     corporation whose employees may participate in the Plan.

     3.   Effective Date
          --------------

          The Effective Date of the Plan shall be June 13, 2000.  The Plan shall
have a term of 10 years unless sooner terminated in accordance with Section 16
herein.

     4.   Administration
          --------------

          (a) The Plan shall be administered by the Board or, upon its
     delegation, by the Committee.  References to the "Committee" shall include
     the Committee, the Board if it is acting in its administrative capacity
     with respect to the Plan, and any delegates appointed by the Committee
     pursuant to Section 4(b) herein.

          (b) Any action of the Committee may be taken by a written instrument
     signed by all of the members of the Committee and any action so taken by
     written consent shall be as fully effective as if it had been taken by a
     majority of the members at a meeting duly held and called. Subject to the
     provisions of the Plan, the Committee shall have full and final authority,
     in its discretion, to take any action with respect to the Plan, including,
     without limitation, the following:  (i) to establish, amend and rescind
     rules and regulations for the administration of the Plan; (ii) to prescribe
     the form(s) of any agreements or other written instruments used in
     connection with the Plan; (iii) to determine the terms and provisions of
     the options granted hereunder; and (iv) to construe and interpret the Plan,
     the options, the rules and regulations, and the agreements or other written
     instruments, and to make all other determinations necessary or advisable
     for the administration of the Plan.  The determinations of the Committee on
     all matters regarding the Plan shall be conclusive.  Except to the extent
     prohibited by the Plan or applicable law or rule, the Committee may appoint
     one or more agents to assist in the administration of the Plan and may
     delegate all or any part of its responsibilities and powers to any such
     person or persons appointed by it.  No member of the Board or Committee, as
     applicable, shall be liable while acting as administrator for any action or
     determination made in good faith with respect to the Plan or any option
     granted thereunder.

     5.   Shares Subject to Plan
          ----------------------

          The aggregate number of shares of Common Stock which may be purchased
under the Plan shall not exceed 750,000 shares, subject to adjustment pursuant
to Section 13(a) herein.  Shares of Common Stock distributed pursuant to the
Plan shall be authorized but unissued shares, treasury shares or shares
purchased on the open market or by private purchase.

                                       3
<PAGE>

The Corporation hereby reserves sufficient authorized shares of Common Stock to
provide for the exercise of options granted hereunder. In the event that any
option granted under the Plan expires unexercised or is terminated, surrendered
or canceled without being exercised, in whole or in part, for any reason, the
number of shares of Common Stock subject to such option shall again be available
for grant as an option and shall not reduce the aggregate number of shares of
Common Stock available for the grant of options as set forth herein. If, on a
given Purchase Date, the number of shares with respect to which options are to
be exercised exceeds the number of shares then available under the Plan, the
Corporation shall make a pro rata allocation of the shares remaining available
for purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.

     6.   Eligibility
          -----------

          (a)  Initial Eligibility.  Any Eligible Employee who shall have
               -------------------
     completed 90 days' employment and shall be employed by the Corporation or a
     designated Subsidiary on any given Offer Date for a Purchase Period shall
     be eligible to be a Participant during such Purchase Period.

          (b)  Certain Limitations.  Any provisions of the Plan to the contrary
               -------------------
     notwithstanding:

               (i)  No Eligible Employee shall be granted an option under the
          Plan to the extent that, immediately after the option was granted, the
          individual would own stock or hold outstanding options to purchase
          stock (or both) possessing 5% or more of the total combined voting
          power or value of all classes of stock of the Corporation or of any
          parent or subsidiary of the Corporation.  For purposes of this Section
          6(b)(i), stock ownership of an individual shall be determined under
          the rules of Section 424(d) of the Code, and stock which the employee
          may purchase under outstanding options shall be treated as stock owned
          by the employee.

               (ii) No Eligible Employee shall be granted an option under the
          Plan to the extent that his rights to purchase stock under all
          employee stock purchase plans (as defined in Section 423 of the Code)
          of the Corporation and any parent or subsidiary of the Corporation
          would accrue at a rate which exceeds $25,000 of fair market value of
          such stock (determined at the time of the grant of such option) for
          each calendar year in which such option is outstanding at any time.
          Any option granted under the Plan shall be deemed to be modified to
          the extent necessary to satisfy this Section 6(b)(ii).

     7.   Participation; Payroll Deductions
          ---------------------------------

          (a)  Commencement of Participation.  An Eligible Employee shall become
               -----------------------------
     a Participant by completing a subscription agreement authorizing payroll
     deductions on the form provided by the Corporation and filing it with the
     Corporation or its designee at least five business days prior to the Offer
     Date for the applicable Purchase Period.  Following the filing of a valid
     subscription agreement, payroll deductions for a

                                       4
<PAGE>

     Participant shall commence on the first payroll period which occurs on or
     after the Offer Date for the applicable Purchase Period and shall continue
     for successive Purchase Periods during which the Participant is eligible to
     participate in the Plan, unless withdrawn or terminated as provided in
     Section 10 or Section 11 herein.

          (b)  Amount of Payroll Deduction; Determination of Compensation.  At
               ----------------------------------------------------------
     the time a Participant files his subscription agreement authorizing payroll
     deductions, he shall elect to have payroll deductions made on each payday
     that he is a Participant during a Purchase Period at a rate of not less
     than 1% nor more than 15% (or such other percentage as the Committee may
     establish from time to time before an Offer Date) of his compensation.  For
     the purposes herein, a Participant's "compensation" during any Purchase
     Period means his regular base pay (all base straight time gross earnings
     and commissions, exclusive of payments for overtime, shift premiums,
     incentive compensation, incentive payments, bonuses and other similar
     compensation) determined as of each pay day or as of such other date or
     dates as may be determined by the Committee; provided, however, that the
     method of determining compensation shall be applied uniformly and
     consistently to all Participants.  In the case of an hourly employee, the
     Participant's compensation (as defined above) during a pay period shall be
     determined by multiplying such employee's regular hourly rate of pay in
     effect on the date of such payroll deduction by the number of regularly
     scheduled hours actually worked by such employee (excluding overtime)
     during such period. Such compensation rates shall be determined by the
     Committee in a nondiscriminatory manner consistent with the provisions of
     Section 423 of the Code and the regulations thereunder.

          (c)  Participant's Account; No Interest.  All payroll deductions made
               ----------------------------------
     for a Participant shall be credited to his account under the Plan and shall
     be withheld in whole percentages only.  In no event shall interest accrue
     on any payroll deductions made by a Participant.

          (d)  Changes in Payroll Deductions.  A Participant may discontinue his
               -----------------------------
     participation in the Plan as provided in Section 10 or Section 11, but no
     other change may be made during a Purchase Period and, specifically, a
     Participant may not otherwise increase or decrease the amount of his
     payroll deductions for that Purchase Period.

          (e)  Notwithstanding the foregoing, to the extent necessary to comply
     with Section 423(b)(8) of the Code and Section 6(b) herein, a Participant's
     payroll deductions may be decreased to zero percent (0%) at any time during
     a Purchase Period.  Payroll deductions shall recommence at the rate
     provided in such Participant's subscription agreement at the beginning of
     the first Purchase Period which is scheduled to end in the following
     calendar year, unless terminated by the Participant pursuant to Section 10
     or Section 11 herein.

          (f)  Participation During Leave of Absence. If a Participant goes on a
               -------------------------------------
     leave of absence, such Participant shall have the right to elect (i) to
     withdraw the balance in his account pursuant to Section 10 or (ii) to
     discontinue contributions to the Plan but remain a Participant in the Plan.

                                       5
<PAGE>

          (g)  Other Methods of Participation.  The Committee may, in its
               ------------------------------
     discretion, establish additional procedures whereby Eligible Employees may
     participate in the Plan by means other than payroll deduction, including,
     but not limited to, delivery of funds by Participants in a lump sum or
     automatic charges to Participants' bank accounts.  Such other methods of
     participation shall be subject to such rules and conditions as the
     Committee may establish, subject to the provisions of Section 423 of the
     Code and related regulations.  The Committee may at any time amend, suspend
     or terminate any participation procedures established pursuant to this
     Section 7(g) without prior notice to any Participant or Eligible Employee.

     8.   Grant of Options
          ----------------

          (a)  Number of Option Shares.  On the Offer Date of each Purchase
               -----------------------
     Period, a Participant shall be granted an option to purchase on the
     Purchase Date of such Purchase Period, at the applicable option price, such
     number of shares of Common Stock as is determined by dividing the amount of
     the Participant's payroll deductions accumulated on the Purchase Date and
     retained in the Participant's account as of the Purchase Date by the
     applicable option price (as determined in accordance with Section 8(b)
     herein); provided, however, that no Participant may purchase, during a
     single Purchase Period, shares of Common Stock with an aggregate Fair
     Market Value (based on the Option Price) in excess of $12,500 or in excess
     of the limitations set forth in Section 6(b) herein, and the number of
     shares subject to an option shall be adjusted as necessary to conform to
     such limitations.  Exercise of the option shall occur as provided in
     Section 9 herein, unless the Participant has withdrawn pursuant to Section
     10 herein or terminated employment pursuant to Section 11 herein.

          (b)  Option Price.  The option price per share of Common Stock
               ------------
     purchased with payroll deductions made during such a Purchase Period for a
     Participant shall be the lesser of:

               (i)  85% of the Fair Market Value per share of the Common Stock
          on the Offer Date for the Purchase Period; or

               (ii) 85% of the Fair Market Value per share of the Common Stock
          on the Purchase Date for the Purchase Period.

     9.   Exercise of Options
          -------------------

          (a)  Automatic Exercise.  Unless a Participant gives written notice of
               ------------------
     withdrawal to the Corporation as provided in Section 10 or terminates
     employment as provided in Section 11, his option for the purchase of Common
     Stock shall be exercised automatically on the Purchase Date applicable to
     such Purchase Period, and the maximum number of whole shares of Common
     Stock subject to the option shall be purchased for the Participant at the
     applicable option price with the accumulated payroll deductions in his
     account at that time (subject to the limitations set forth in Section 6(b)
     and Section 8(a) herein).

                                       6
<PAGE>

          (b)  Termination of Option.  An option granted during any Purchase
               ---------------------
     Period shall expire at the end of the last day of the Purchase Period,
     except as otherwise provided in Sections 10 and 11.

          (c)  Fractional Shares. Fractional shares will not be issued under the
               -----------------
     Plan. Any excess payroll deductions in a Participant's account which are
     not sufficient to purchase a whole share will be automatically re-invested
     in a subsequent Purchase Period unless the Participant withdraws his
     payroll deductions pursuant to Section 10 herein or terminates employment
     pursuant to Section 11 herein.

          (d)  Delivery of Stock.  The shares of Common Stock purchased by each
               -----------------
     Participant shall be credited to such Participant's account maintained by
     the Corporation, a stock brokerage or other financial services firm
     designated by the Corporation (the "Designated Broker") or other designee
     of the Corporation on, or as soon as practicable following the Purchase
     Date for a Purchase Period. A Participant will be issued a certificate for
     his shares when his participation in the Plan is terminated, the Plan is
     terminated, or upon request.  After the close of each Purchase Period, a
     report will be sent to each Participant stating the entries made to such
     Participant's account, the number of shares of Common Stock purchased and
     the applicable option price.

          (e)  Rights as a Shareholder.  No Participant or other person shall
               -----------------------
     have any rights as a shareholder unless and until certificates for shares
     of Common Stock have been issued to him or credited to his account.

     10.  Withdrawal.
          ----------

          A Participant may withdraw all but not less than all payroll
deductions and shares credited to his account during a Purchase Period at any
time prior to the applicable Purchase Date by giving written notice to the
Corporation in form acceptable to the Corporation.  In the event of such
withdrawal, (i) all of the Participant's payroll deductions credited to his
account will be paid to him promptly (without interest) after receipt of his
notice of withdrawal, (ii) certificates for shares held in the Participant's
account shall be distributed to him, (iii) such Participant's option for the
Purchase Period shall be automatically terminated, and (iv) no further payroll
deductions will be made during such Purchase Period.  The Corporation may, at
its option, treat any attempt to borrow by an employee on the security of his
accumulated payroll deductions as an election to withdraw.  A Participant's
withdrawal from any Purchase Period will not have any effect upon his
eligibility to participate in any succeeding Purchase Period or in any similar
plan, which may hereafter be adopted by the Corporation.  Notwithstanding the
foregoing, however, if a Participant withdraws during a Purchase Period, payroll
deductions shall not resume at the beginning of a succeeding Purchase Period
unless the Participant delivers to the Corporation a new subscription agreement
and otherwise complies with the terms of the Plan.

     11.  Termination of Employment.
          -------------------------

          Upon termination of a Participant's employment for any reason
(including death), or in the event that a Participant ceases to be an Eligible
Employee, he shall be deemed to have withdrawn from the Plan.  In such event,
all payroll deductions credited to his account during the

                                       7
<PAGE>

Purchase Period (without interest) but not yet used to exercise an option and a
certificate(s) for shares if shares are held in Participant's account rather
than distributed shall be delivered to him, or, in the case of his death, to
such person or persons entitled to receive such benefits pursuant to Section 17
herein. Any unexercised options granted to a Participant during such Purchase
Period shall be deemed to have expired on the date of the Participant's
termination of employment (unless terminated earlier pursuant to Sections 9(b)
or 10 herein), and no further payroll deductions will be made for the
individual's account.

     12.  Transferability
          ---------------

          No option (or right attendant to an option) granted pursuant to the
Plan shall be transferable (including by assignment, pledge or hypothecation),
except as provided by will or the applicable laws of intestate succession.  No
option shall be subject to execution, attachment or similar process.  Any
attempted assignment, transfer, pledge, hypothecation or other disposition of an
option, or levy of attachment or similar process upon the option not
specifically permitted herein, shall be null and void and without effect, except
that the Corporation may treat such act as an election to withdraw funds during
a Purchase Period in accordance with Section 10 hereof.  During a Participant's
lifetime, his option(s) may be exercised only by him.

     13.  Dilution and Other Adjustments
          ------------------------------

          (a)  General.  If there is any change in the outstanding shares of
               -------
     Common Stock of the Corporation as a result of a merger, consolidation,
     reorganization, stock dividend, stock split distributable in shares,
     reverse stock split, or other change in the capital stock structure of the
     Corporation, the number of shares of Common Stock reserved for issuance
     under the Plan shall be correspondingly adjusted, and the Committee shall
     make such adjustments to options (including but not limited to the option
     price and the number of shares of Common Stock covered by each unexercised
     option), and to any provisions of this Plan as the Committee deems
     equitable to prevent dilution or enlargement of options or otherwise
     advisable to reflect such change.

          (b)  Merger or Asset Sale.  In the event of a proposed sale of all or
               --------------------
     substantially all of the assets of the Corporation, or the merger of the
     Corporation with or into another corporation, each outstanding option shall
     be assumed or an equivalent option substituted (in either case under terms
     substantially similar to the terms of the Plan) by the successor
     corporation or a parent or subsidiary of the successor corporation.  In the
     event that the successor corporation fails to agree to assume or substitute
     the option, the Purchase Period then in progress shall be shortened by
     setting a new Purchase Date (the "New Purchase Date") and the Purchase
     Period then in progress shall end on the New Purchase Date.  The New
     Purchase Date shall be before the date of the Corporation's proposed sale
     or merger.  The Corporation shall notify each Participant in writing, at
     least ten (10) business days prior to the New Purchase Date, that the
     Purchase Date for the Participant's option has been changed to the New
     Purchase Date and that the Participant's option shall be exercised
     automatically on the New Purchase Date, unless prior to such date the
     Participant has withdrawn from the Purchase Period as provided in Section
     10 or terminated employment as provided in Section 11.

                                       8
<PAGE>

     14.  Shareholder Approval of Adoption of Plan
          ----------------------------------------

          The Plan is subject to the approval of the Plan by the stockholders of
the Corporation within 12 months of the date of adoption of the Plan by the
Board.  The Plan shall be null and void and of no effect if the foregoing
condition is not fulfilled.

     15.  Limitations on Options
          ----------------------

          Notwithstanding any other provisions of the Plan:

          (a)  The Corporation intends that options granted and Common Stock
     issued under the Plan shall be treated for all purposes as granted and
     issued under an employee stock purchase plan within the meaning of Section
     423 of the Code and regulations issued thereunder.  Any provisions required
     to be included in the Plan under Section 423 and regulations issued
     thereunder are hereby included as fully as though set forth in the Plan.

          (b)  All employees shall have the same rights and privileges under the
     Plan, except that the amount of Common Stock which may be purchased by any
     employee pursuant to payroll deductions under the Plan shall bear a uniform
     relationship to the compensation of employees.  All rules and
     determinations of the Committee in the administration of the Plan shall be
     uniformly and consistently applied to all persons in similar circumstances.

     16.  Amendment and Termination of the Plan
          -------------------------------------

          The Board may at any time and from time to time modify, amend, suspend
or terminate the Plan or any option granted hereunder, provided that (i)
shareholder approval shall be required of any amendment to the Plan to the
extent required under Section 423 of the Code or other applicable law, rule or
regulation; and (ii) no amendment to an option may materially and adversely
affect any option outstanding at the time of the amendment without the consent
of the holder thereof, except to the extent otherwise provided in the Plan. Upon
termination of the Plan, certificate(s) for the full number of whole shares of
Common Stock held for each Participant's benefit, the cash equivalent of any
fractional shares held for each Participant and the cash, if any, credited to
such Participant's account shall be distributed promptly to such Participant.

     17.  Designation of Beneficiary
          --------------------------

          The Committee, in its sole discretion, may authorize Participants to
designate a person or persons as each such Participant's beneficiary, which
beneficiary shall be entitled to the rights of the Participant in the event of
the Participant's death to which the Participant would otherwise be entitled.
The Committee shall have sole discretion to approve the form or forms of such
beneficiary designations, to determine whether such beneficiary designations
will be accepted, and to interpret such beneficiary designations. If a deceased
Participant fails to designate a beneficiary, or if the designated beneficiary
does not survive the Participant, any rights that would have been exercisable by
the Participant and any benefits distributable to the Participant shall be
exercised by or distributed to the legal representative of the estate of the
Participant.

                                       9
<PAGE>

     18.  Other Restrictions on Options and Shares
          ----------------------------------------

          The Corporation may impose such restrictions on any options and shares
of Common Stock acquired upon exercise of options as it may deem advisable,
including without limitation restrictions under the federal securities laws, the
requirements of any stock exchange or similar organization and any blue sky or
state securities laws applicable to such shares.  Notwithstanding any other Plan
provision to the contrary, the Corporation shall not be obligated to issue,
deliver or transfer shares of Common Stock under the Plan or make any other
distribution of benefits under the Plan, or take any other action, unless such
delivery, distribution or action is in compliance with all applicable laws,
rules and regulations (including but not limited to the requirements of the
Securities Act of 1933, as amended).  The Corporation may cause a restrictive
legend to be placed on any certificate issued pursuant to an award hereunder in
such form as may be prescribed from time to time by applicable laws and
regulations or as may be advised by legal counsel.

     19.  Unfunded Plan; Retirement Plan
          ------------------------------

          (a)  Neither a Participant nor any other person shall, by reason of
     the Plan, acquire any right in or title to any assets, funds or property of
     the Corporation or any related corporation, including, without limitation,
     any specific funds, assets or other property which the Corporation or any
     related corporation, in their discretion, may set aside in anticipation of
     a liability under the Plan. A Participant shall have only a contractual
     right to the Common Stock or amounts, if any, payable under the Plan,
     unsecured by any assets of the Corporation or any related corporation.
     Nothing contained in the Plan shall constitute a guarantee that the assets
     of such corporations shall be sufficient to pay any benefits to any person.

          (b)  In no event shall any amounts accrued, distributable or payable
     under the Plan be treated as compensation for the purpose of determining
     the amount of contributions or benefits to which any person shall be
     entitled under any retirement plan sponsored by the Corporation or a
     related corporation that is intended to be a qualified plan within the
     meaning of Section 401(a) of the Code.

     20.  No Obligation To Exercise Options
          ---------------------------------

          The granting of an option shall impose no obligation upon a
Participant to exercise such option.

     21.  Use of Funds
          ------------

          The proceeds received by the Corporation from the sale of Common Stock
pursuant to options will be used for general corporate purposes, and the
Corporation shall not be obligated to segregate such payroll deductions.

     22.  Withholding Taxes
          -----------------

          Upon the exercise of any option under the Plan, in whole or in part,
or at the time of disposition of some or all of the Common Stock acquired
pursuant to exercise of an option, a

                                       10
<PAGE>

Participant must make adequate provision for the federal, state or other tax
withholding obligations, if any, which arise from the exercise of the option or
the disposition of the Common Stock. The Corporation shall have the right to
require the Participant to remit to the Corporation, or to withhold from the
Participant (or both) amounts sufficient to satisfy all federal, state and local
withholding tax requirements prior to the delivery or transfer of any
certificate or certificates for shares of Common Stock.

     23.  No Right of Continued Employment
          --------------------------------

          Nothing in the Plan or any option shall confer upon an employee the
right to continue in the employment of the Corporation or any Subsidiary or
affect any right, which the Corporation or any Subsidiary may have to terminate
the employment of such employee.  Except as otherwise provided in the Plan, all
rights of a Participant with respect to options granted hereunder shall
terminate upon the termination of employment of the Participant.

     24.  Notices
          -------

          Every direction, revocation or notice authorized or required by the
Plan shall be deemed delivered to the Corporation (i) on the date it is
personally delivered to the Corporation at its principal executive offices or
(ii) three business days after it is sent by registered or certified mail,
postage prepaid, addressed to the Secretary at such offices, and shall be deemed
delivered to an Eligible Employee (i) on the date it is personally delivered to
him or (ii) three business days after it is sent by registered or certified
mail, postage prepaid, addressed to him at the last address shown for him on the
records of the Corporation or of any Subsidiary.

     25.  Applicable Law
          --------------

          To the extent not inconsistent with Section 423 of the Code and
regulations thereunder, all questions pertaining to the validity, construction
and administration of the Plan and options granted hereunder shall be determined
in conformity with the laws of Delaware, without regard to the conflict of laws
provisions of any state.

          IN WITNESS WHEREOF, this Clarus Corporation Employee Stock Purchase
Plan has been executed in behalf of the Corporation effective as of the 13/th/
day of June, 2000.

                              CLARUS CORPORATION

                              By: /s/ Stephen P. Jeffery
                                 -------------------------------------------
                                 Stephen P. Jeffery, Chief Executive Officer

Attest:

/s/ Mark D. Gagne
- -------------------------
Mark D. Gagne, Secretary

[Corporate Seal]

                                       11
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>GLOBAL EMPLOYEE STOCK PURCHASE PLAN
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.4














                      GLOBAL EMPLOYEE STOCK PURCHASE PLAN


                                       OF


                               CLARUS CORPORATION
<PAGE>

                      GLOBAL EMPLOYEE STOCK PURCHASE PLAN
                                       OF
                               CLARUS CORPORATION

     1.  Purpose
         -------

         The purpose of the Global Employee Stock Purchase Plan of Clarus
Corporation (the "Plan") is to give eligible individuals of Clarus Corporation,
a Delaware corporation (the "Corporation"), and its designated Subsidiaries an
opportunity to acquire shares of the common stock of the Corporation (the
"Common Stock") and to continue to promote the Corporation's best interests and
enhance its long-term performance.  This purpose will be carried through the
granting of options ("options") to purchase shares of the Corporation's Common
Stock through payroll deductions or other means permitted under the Plan.  The
Plan is not intended to comply with the requirements of Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code").  The Plan is principally
designed to provide a means for non-U.S. resident employees and other employees
whose participation in the Employee Stock Purchase Plan of Clarus Corporation
(the "423 Plan") is impractical or impermissible due to the constraints of Local
Law or otherwise to acquire shares of Common Stock.  Accordingly, the Plan is
intended to benefit the Corporation and its stockholders by making it possible
for the Corporation to attract and retain qualified employees on a worldwide
basis.

     2.  Certain Definitions
         -------------------

         In addition to terms defined elsewhere in the Plan, the following
words and phrases shall have the meanings given below unless a different meaning
is required by the context:

          (a) "Board" means the Board of Directors of the Corporation.

          (b) "Code" means the Internal Revenue Code of 1986, as amended.

          (c) "Committee" means the Compensation Committee of the Board.

          (d) "Common Stock" means shares of the common stock of the
     Corporation.

          (e) "Corporation" means Clarus Corporation, a Delaware corporation.

          (f) "Eligible Individual" means any non-U.S. resident employee of the
     Corporation or a designated Subsidiary but shall exclude (i) any individual
     whose customary employment is less than 20 hours per week or (ii) any
     employee whose customary employment is for not more than five months in any
     calendar year; provided, however, that, notwithstanding the foregoing
     restrictions, the term "Eligible Individual" (A) shall also be deemed to
     include any employee who is required under applicable Local Law to be
     eligible to participate; and (B) may, if the Committee so determines, also
     include one or more U.S. resident employees in appropriate circumstances.
<PAGE>

          (g) "Fair Market Value" of the Common Stock on a given date (the
     "valuation date") shall be determined in good faith by the Committee in
     accordance with the following provisions:

               (i) if the shares of Common Stock are listed for trading on the
          New York Stock Exchange or the American Stock Exchange, the Fair
          Market Value shall be the closing sales price of the shares on the New
          York Stock Exchange or the American Stock Exchange (as applicable) on
          the date immediately preceding the valuation date, or, if there is no
          transaction on such date, then on the trading date nearest preceding
          the valuation date for which closing price information is available,
          and, provided further, if the shares are quoted on the Nasdaq National
          Market or the Nasdaq SmallCap Market of the Nasdaq Stock Market but
          are not listed for trading on the New York Stock Exchange or the
          American Stock Exchange, the Fair Market Value shall be the closing
          sales price for such stock (or the closing bid, if no sales were
          reported) as quoted on such system on the date immediately preceding
          the valuation date for which such information is available; or

               (ii) if the shares of Common Stock are not listed or reported in
          any of the foregoing, then Fair Market Value shall be determined by
          the Committee in any other manner consistent with the Code and
          accompanying regulations.

          (h) "Local Law" shall mean the laws, rules, regulations, procedures
     and ordinances of the foreign jurisdictions in which Eligible Individuals
     reside or which otherwise apply to an Eligible Individual.

          (i) "Offer Date" means the date of grant of an option pursuant to the
     Plan.  The Offer Date shall be the first date of each Purchase Period.

          (j) "Option" means an option granted hereunder which will entitle a
     participant to purchase shares of Common Stock in accordance with the terms
     of the Plan.

          (k) "Option Price" means the price per share of Common Stock subject
     to an option, as determined in accordance with Section 8(b).

          (l) "Participant" means an Eligible Individual who is a participant in
     the Plan.

          (m) "Plan" means the Global Employee Stock Purchase Plan of Clarus
     Corporation, as it may be hereafter amended.

          (n) "Purchase Date" means the date of exercise of an option granted
     under the Plan.  The Purchase Date shall be the last day of each Purchase
     Period.

          (o) "Purchase Period" means each six-month period during which an
     offering to purchase Common Stock is made to Participants pursuant to the
     Plan.  There shall be two Purchase Periods in each fiscal year of the
     Corporation, with the first Purchase Period in a fiscal year commencing on
     or about January 1 and ending on June 30, and the

                                       2
<PAGE>

     second Purchase Period in a fiscal year commencing on or about July 1 and
     ending on December 31 of that year. Notwithstanding the foregoing, however,
     the first Purchase Period after the effective date of the Plan shall begin
     on or as soon as practicable following July 1, 2000 and end on December 31,
     2000 and, accordingly, may extend for a period of less than six months. The
     Committee shall have the power to change the duration of Purchase Periods
     (including the commencement date thereof) with respect to future offerings
     without stockholder approval if such change is announced at least five (5)
     days prior to the scheduled beginning of the first Purchase Period to be
     affected thereafter.

          (p) "Subsidiary" means any present or future corporation which (i)
     would be a "subsidiary corporation" of the Corporation as that term is
     defined in Section 424 of the Code or is otherwise determined by the
     Committee to be a Subsidiary, and (ii) is at any time designated as a
     corporation whose employees may participate in the Plan.

     3.  Effective Date
         --------------

         The Effective Date of the Plan shall be July 1, 2000.  The Plan shall
have a term of 10 years unless sooner terminated in accordance with Section 14
herein.

     4.  Administration
         --------------

          (a) The Plan shall be administered by the Board or, upon its
     delegation, by the Committee.  References to the "Committee" shall include
     the Committee, the Board if it is acting in its administrative capacity
     with respect to the Plan, and any delegates appointed by the Committee
     pursuant to Section 4(b) herein.

          (b) Any action of the Committee may be taken by a written instrument
     signed by all of the members of the Committee and any action so taken by
     written consent shall be as fully effective as if it had been taken by a
     majority of the members at a meeting duly held and called. Subject to the
     provisions of the Plan, the Committee shall have full and final authority,
     in its discretion, to take any action with respect to the Plan, including,
     without limitation, the following: (i) to establish, amend and rescind
     rules and regulations for the administration of the Plan; (ii) to prescribe
     the form(s) of any agreements or other written instruments used in
     connection with the Plan; (iii) to determine the terms and provisions of
     the options granted hereunder; and (iv) to construe and interpret the Plan,
     the options, the rules and regulations, and the agreements or other written
     instruments, and to make all other determinations necessary or advisable
     for the administration of the Plan.  The determinations of the Committee on
     all matters regarding the Plan shall be conclusive.  Except to the extent
     prohibited by the Plan, Local Law, or other applicable law, rule or
     regulation, the Committee may appoint one or more agents to assist in the
     administration of the Plan and may delegate all or any part of its
     responsibilities and powers to any such person or persons appointed by it.
     No member of the Board or Committee, as applicable, shall be liable while
     acting as administrator for any action or determination made in good faith
     with respect to the Plan or any option granted thereunder.

                                       3
<PAGE>

          (c)  The Committee may adopt rules or procedures relating to the
     operation and administration of the Plan to accommodate the specific
     requirements of the Local Law of foreign jurisdictions.  Without limiting
     the generality of the foregoing, the Committee is specifically authorized
     to adopt rules and procedures regarding handling of payroll deductions,
     conversion of local currency, payroll tax, withholding procedures and
     handling of stock certificates which vary based on the requirements of such
     foreign jurisdictions.  The Committee also may adopt sub-plans applicable
     to particular Subsidiaries or locations.  The rules of such sub-plans may
     take precedence over other provisions of this Plan (with the exception of
     Section 5), but unless otherwise superseded by the terms of such sub-plan,
     the provisions of this Plan shall govern the operation of such sub-plan.

     5.  Shares Subject to Plan
         ----------------------

         The aggregate number of shares of Common Stock which may be purchased
under the Plan shall not exceed 250,000 shares, subject to adjustment pursuant
to Section 13(a) herein.  Shares of Common Stock distributed pursuant to the
Plan shall be authorized but unissued shares, treasury shares or shares
purchased on the open market or by private purchase. The Corporation hereby
reserves sufficient authorized shares of Common Stock to provide for the
exercise of options granted hereunder.  In the event that any option granted
under the Plan expires unexercised or is terminated, surrendered or canceled
without being exercised, in whole or in part, for any reason, the number of
shares of Common Stock subject to such option shall again be available for grant
as an option and shall not reduce the aggregate number of shares of Common Stock
available for the grant of options as set forth herein.  If, on a given Purchase
Date, the number of shares with respect to which options are to be exercised
exceeds the number of shares then available under the Plan, the Corporation
shall make a pro rata allocation of the shares remaining available for purchase
in as uniform a manner as shall be practicable and as it shall determine to be
equitable.

     6.  Eligibility
         -----------

         Any Eligible Individual of the Corporation or a designated Subsidiary
who shall have completed 90 days' employment and shall be employed by the
Corporation or a designated Subsidiary on any given Offer Date for a Purchase
Period shall be eligible to be a Participant during such Purchase Period.  In
the event that a designated Subsidiary shall cease to be so designated, then
individuals who are employed by such Subsidiary shall cease to be eligible to
participate in the Plan unless they otherwise qualify for participation in
accordance with the terms of the Plan.

     7.  Participation; Payroll Deductions
         ---------------------------------

          (a) Commencement of Participation.  An Eligible Individual shall
              -----------------------------
     become a Participant by completing a subscription agreement authorizing
     payroll deductions on the form provided by the Corporation and such other
     forms as may be required by the Committee and filing such form or forms
     with the Corporation or its designee at least five business days prior to
     the Offer Date for the applicable Purchase Period.  Following the filing of
     a valid subscription agreement and other required forms, payroll deductions
     for a

                                       4
<PAGE>

     Participant shall commence on the first payroll period which occurs on or
     after the Offer Date for the applicable Purchase Period and shall continue
     for successive Purchase Periods during which the Participant is eligible to
     participate in the Plan, unless withdrawn or terminated as provided in
     Section 10 or Section 11 herein.

          (b) Amount of Payroll Deduction; Determination of Compensation.  At
              ----------------------------------------------------------
     the time a Participant files his subscription agreement authorizing payroll
     deductions, he shall elect to have payroll deductions made on each payday
     that he is a Participant during a Purchase Period at a rate of not less
     than 1% nor more than 15% (or such other percentages as the Committee may
     establish from time to time before an Offer Date) of his compensation.  For
     the purposes herein, a Participant's "compensation" during any Purchase
     Period means his regular base pay (all base straight time gross earnings
     and commissions, exclusive of payments for overtime, shift premiums,
     incentive compensation, incentive payments, bonuses and other similar
     compensation) determined as of each pay day or as of such other date or
     dates as may be determined by the Committee; provided, however, that to the
     extent deemed necessary or appropriate by the Committee, "compensation" may
     be determined based on such other factors which are consistent with or
     required by Local Law or the policies and procedures of the employing
     designated Subsidiary.  In the case of an hourly employee (and unless
     otherwise required by applicable Local Law), the Participant's compensation
     (as defined above) during a pay period shall be determined by multiplying
     such employee's regular hourly rate of pay in effect on the date of such
     payroll deduction by the number of regularly scheduled hours actually
     worked by such employee (excluding overtime) during such period. Payroll
     deductions made with respect to Participants paid in currencies other than
     U.S. dollars shall be converted to U.S. dollars as of each Purchase Date
     using the then applicable exchange rate, as determined by the Committee;
     provided, however, that the Committee may determine, with respect to any
     Purchase Period or any Participant, that payroll deductions shall be
     converted to U.S. dollars based on an average, median or other exchange
     rate applicable for the relevant Purchase Period.

          (c) Participant's Account; No Interest.  All payroll deductions made
              ----------------------------------
     for a Participant shall be credited to his account under the Plan and shall
     be withheld in whole percentages only.  No interest shall accrue on any
     payroll deductions made by a Participant except where required by Local Law
     as determined by the Committee.

          (d) Changes in Payroll Deductions.  A Participant may discontinue his
              -----------------------------
     participation in the Plan as provided in Section 10 or Section 11, but no
     other change may be made during a Purchase Period and, specifically, a
     Participant may not otherwise increase or decrease the amount of his
     payroll deductions for that Purchase Period.

          (e) Participation During Leave of Absence.  If a Participant goes on a
              -------------------------------------
     leave of absence, such Participant shall have the right to elect (i) to
     withdraw the balance in his account pursuant to Section 10 or (ii) to
     discontinue contributions to the Plan but remain a Participant in the Plan.
     The Committee may establish rules regarding when leaves of absence or
     change of employment status (e.g., from full-time to part-time) will be
     considered to be a termination of employment, and the Committee may
     establish

                                       5
<PAGE>

     termination of employment procedures for the Plan which are independent of
     similar rules established under other benefit plans of the Company and its
     Subsidiaries.

          (f) Other Methods of Participation.  The Committee may, in its
              ------------------------------
     discretion, establish additional procedures whereby Eligible Individuals
     may participate in the Plan by means other than payroll deduction,
     including, but not limited to, delivery of funds by Participants in a lump
     sum or automatic charges to Participants' bank accounts.  Such other
     methods of participation shall be subject to such rules and conditions as
     the Committee may establish.  The Committee may at any time amend, suspend
     or terminate any participation procedures established pursuant to this
     Section 7(f) without prior notice to any Participant or Eligible
     Individual.

     8.  Grant of Options
         ----------------

          (a) Number of Option Shares.  On the Offer Date of each Purchase
              -----------------------
     Period, a Participant shall be granted an option to purchase on the
     Purchase Date of such Purchase Period, at the applicable option price, such
     number of shares of Common Stock as is determined by dividing the amount of
     the Participant's payroll deductions accumulated on the Purchase Date and
     retained in the Participant's account as of the Purchase Date by the
     applicable option price (as determined in accordance with Section 8(b)
     herein); provided, however, that (i) no Participant shall be granted an
     option under the Plan to the extent that his rights to purchase stock under
     all employee stock purchase plans of the Corporation and any parent or
     subsidiary of the Corporation would accrue at a rate which exceeds $25,000
     of the Fair Market Value of such stock (determined at the time of the grant
     of such option) for each calendar year in which such option is outstanding
     at any time; and (ii) no Participant may purchase, during a single Purchase
     Period, shares of Common Stock, with an aggregate Fair Market Value (based
     on the Option Price) in excess of $12,500.  Payroll deductions and any
     option granted under the Plan shall be deemed to be modified to the extent
     necessary to satisfy the foregoing restrictions.  Exercise of the option
     shall occur as provided in Section 9 herein, unless the Participant has
     withdrawn pursuant to Section 10 herein or terminated employment pursuant
     to Section 11 herein.

          (b) Option Price.  The option price per share of Common Stock
              ------------
     purchased with payroll deductions made during such a Purchase Period for a
     Participant shall be the lesser of:

               (i) 85% of the Fair Market Value per share of the Common Stock on
          the Offer Date for the Purchase Period; or

               (ii) 85% of the Fair Market Value per share of the Common Stock
          on the Purchase Date for the Purchase Period.

     9.  Exercise of Options
         -------------------

          (a) Automatic Exercise.  Unless a Participant gives written notice of
              ------------------
     withdrawal to the Corporation as provided in Section 10 or terminates
     employment as provided in Section 11, his option for the purchase of Common
     Stock shall be exercised

                                       6
<PAGE>

     automatically on the Purchase Date applicable to such Purchase Period, and
     the maximum number of whole shares of Common Stock subject to the option
     shall be purchased for the Participant at the applicable option price with
     the accumulated payroll deductions in his account at that time (subject to
     the limitations set forth in Section 8(a) herein).

          (b) Termination of Option.  An option granted during any Purchase
              ---------------------
     Period shall expire at the end of the last day of the Purchase Period,
     except as otherwise provided in Sections 10 and 11.

          (c) Fractional Shares.  Fractional shares will not be issued under the
              -----------------
     Plan, except where required by Local Law as determined by the Committee.
     Any excess payroll deductions in a Participant's account which are not
     sufficient to purchase a whole share will be automatically re-invested in a
     subsequent Purchase Period unless the Participant withdraws his payroll
     deductions pursuant to Section 10 herein or terminates employment pursuant
     to Section 11 herein.

          (d) Delivery of Stock.  Except where otherwise required by Local Law
              -----------------
     (or as otherwise provided pursuant to Section 9(f) herein), (i) the shares
     of Common Stock purchased by each Participant shall be credited to such
     Participant's account maintained by the Corporation, a stock brokerage or
     other financial services firm designated by the Corporation (the
     "Designated Broker") or other designee of the Corporation on, or as soon as
     practicable following, the Purchase Date for a Purchase Period; and (ii) a
     Participant will be issued a certificate for his shares when his
     participation in the Plan is terminated, the Plan is terminated, or upon
     request.  After the close of each Purchase Period, a report will be sent to
     each Participant stating the entries made to such Participant's account,
     the number of shares of Common Stock purchased and the applicable option
     price.

          (e) Rights as a Stockholder.  No Participant or other person shall
              -----------------------
     have any rights as a stockholder unless and until certificates for shares
     of Common Stock have been issued to him or credited to his account.

          (f)  Cash Settlement of Option or Shares.  In the event that the
               -----------------------------------
     issuance or delivery of shares of Common Stock is impermissible or
     impracticable based on Local Law applicable to a particular Participant or
     otherwise advisable, the Committee may, in its sole discretion, elect to
     deliver to the Participant, upon the deemed exercise of the Option or
     distribution or disposition of Shares subject to the Option, a cash payment
     equal in value to the excess of the Fair Market Value at the time of
     exercise, disposition or distribution over the Option Price (as determined
     in accordance with Section 8(b) herein).  The cash amount to be paid to a
     Participant shall be converted, if deemed necessary or appropriate by the
     Committee, into the appropriate currency for the country of the
     Participant's employment, and may be paid in lump sum or in an installment
     basis, in the Committee's discretion.

                                       7
<PAGE>

     10.  Withdrawal
          ----------

          A Participant may withdraw all but not less than all payroll
deductions and shares credited to his account during a Purchase Period at any
time prior to the applicable Purchase Date by giving written notice to the
Corporation in form acceptable to the Corporation.  In the event of such
withdrawal, (i) all of the Participant's payroll deductions credited to his
account will be paid to him promptly (without interest except to the extent
otherwise required by Local Law), after receipt of his notice of withdrawal,
(ii) certificates for shares held in the Participant's account shall be
distributed to him (except to the extent otherwise provided pursuant to Section
9(f) herein), (iii) such Participant's option for the Purchase Period shall be
automatically terminated, and (iv) no further payroll deductions will be made
during such Purchase Period.  The Corporation may, at its option, treat any
attempt to borrow by an employee on the security of his accumulated payroll
deductions as an election to withdraw.  If a Participant withdraws during a
Purchase Period, payroll deductions shall not resume at the beginning of a
succeeding Purchase Period unless the Participant delivers to the Corporation a
new subscription agreement and otherwise complies with the terms of the Plan.

     11.  Termination of Employment
          -------------------------

          Upon termination of a Participant's employment for any reason
(including death), or in the event that a Participant ceases to be an Eligible
Individual, he shall be deemed to have withdrawn from the Plan.  In such event,
all payroll deductions credited to his account during the Purchase Period
(without interest except to the extent otherwise required by Local Law) but not
yet used to exercise an option and a certificate(s) for shares if shares are
held in Participant's account (or such other benefits as may be provided in lieu
of such certificates pursuant to Section 9(f) herein) shall be delivered to him,
or, in the case of his death, to such person or persons entitled to receive such
benefits pursuant to Section 15 herein.  Any unexercised options granted to a
Participant during such Purchase Period shall be deemed to have expired on the
date of the Participant's termination of employment (unless terminated earlier
pursuant to Sections 9(b) or 10 herein), and no further payroll deductions will
be made for the individual's account.  The Committee has sole discretion to
determine if the employment of a Participant has terminated and, if so, the date
of such termination.

     12.  Transferability
          ---------------

          No option (or right attendant to an option) granted pursuant to the
Plan shall be transferable (including by assignment, pledge or hypothecation),
except as provided by will or the applicable laws of intestate succession or as
otherwise required under Local Law.  No option shall be subject to execution,
attachment or similar process.  Any attempted assignment, transfer, pledge,
hypothecation or other disposition of an option, or levy of attachment or
similar process upon the option not specifically permitted herein, shall be null
and void and without effect, except that the Corporation may treat such act as
an election to withdraw funds during a Purchase Period in accordance with
Section 10 hereof.  During a Participant's lifetime, his option(s) may be
exercised only by him.

                                       8
<PAGE>

     13.  Dilution and Other Adjustments
          ------------------------------

          (a) General.  If there is any change in the outstanding shares of
              -------
     Common Stock of the Corporation as a result of a merger, consolidation,
     reorganization, stock dividend, stock split distributable in shares,
     reverse stock split, or other change in the capital stock structure of the
     Corporation, the number of shares of Common Stock reserved for issuance
     under the Plan shall be correspondingly adjusted, and the Committee shall
     make such adjustments to options (including but not limited to the option
     price and the number of shares of Common Stock covered by each unexercised
     option), and to any provisions of this Plan as the Committee deems
     equitable to prevent dilution or enlargement of options or otherwise
     advisable to reflect such change.

          (b) Merger or Asset Sale.  In the event of a proposed sale of all or
              --------------------
     substantially all of the assets of the Corporation, or the merger of the
     Corporation with or into another corporation, each outstanding option shall
     be assumed or an equivalent option substituted (in either case under terms
     substantially similar to the terms of the Plan) by the successor
     corporation or a parent or subsidiary of the successor corporation.  In the
     event that the successor corporation fails to agree to assume or substitute
     the option, the Purchase Period then in progress shall be shortened by
     setting a new Purchase Date (the "New Purchase Date") and the Purchase
     Period then in progress shall end on the New Purchase Date.  The New
     Purchase Date shall be before the date of the Corporation's proposed sale
     or merger.  The Corporation shall notify each Participant in writing, at
     least ten (10) business days prior to the New Purchase Date, that the
     Purchase Date for the Participant's option has been changed to the New
     Purchase Date and that the Participant's option shall be exercised
     automatically on the New Purchase Date, unless prior to such date the
     Participant has withdrawn from the Purchase Period as provided in Section
     10 or terminated employment as provided in Section 11.

          (c)  The Plan shall not affect in any way the right or power of the
     Corporation or its stockholders to make or authorize any or all
     adjustments, recapitalizations, reorganizations or other changes in the
     Corporation's capital structure or its business, or any merger or
     consolidation of the Corporation, or any issue of capital stock or shares
     or of options, warrants or rights to purchase capital stock or of bonds,
     debentures, preferred or prior preference stocks whose rights are superior
     to or affect shares or the rights thereof or which are convertible into or
     exchangeable for shares of capital stock, or the dissolution or liquidation
     of the Corporation, or any sale or transfer of all or any part of its
     assets or business, or any other corporate act or proceeding, whether of
     similar character or otherwise.

     14.  Amendment and Termination of the Plan
          -------------------------------------

          The Board may at any time and from time to time modify, amend, suspend
or terminate the Plan or any option granted hereunder, provided that (i)
stockholder approval shall be required of any amendment to the Plan to the
extent required by applicable law, rule or regulation; and (ii) no amendment to
an option may materially and adversely affect any option outstanding at the time
of the amendment without the consent of the holder thereof, except to the extent
otherwise provided in the Plan. Upon termination of the Plan, certificate(s) for
the full

                                       9
<PAGE>

number of whole shares of Common Stock held for each Participant's benefit (or
such other benefit as may be provided pursuant to Section 9(f) herein), the cash
equivalent of any fractional shares held for each Participant and the cash, if
any, credited to such Participant's account shall be distributed promptly to
such Participant.

     15.  Designation of Beneficiary
          --------------------------

          The Committee, in its sole discretion, may authorize Participants to
designate a person or persons as each such Participant's beneficiary, which
beneficiary shall be entitled to the rights of the Participant in the event of
the Participant's death to which the Participant would otherwise be entitled.
The Committee shall have sole discretion to approve the form or forms of such
beneficiary designations, to determine whether such beneficiary designations
will be accepted, and to interpret such beneficiary designations. If a
Participant fails to designate a beneficiary and subsequently dies, or if the
designated beneficiary does not survive the Participant, any rights that would
have been exercisable by the Participant and any benefits distributable to the
Participant shall be exercised by or distributed to the legal representative of
the estate of the Participant (except to the extent otherwise required by Local
Law).

     16.  Other Restrictions on Options and Shares
          ----------------------------------------

          The Corporation may impose such restrictions on any options and shares
of Common Stock acquired upon exercise of options as it may deem advisable,
including without limitation restrictions under the federal securities laws, the
requirements of any stock exchange or similar organization, the requirements of
any blue sky or state securities laws applicable to such securities, and the
requirements of Local Laws of any jurisdiction outside of the United States to
the extent such Local Laws are applicable.  Notwithstanding any other Plan
provision to the contrary, the Corporation shall not be obligated to issue,
deliver or transfer shares of Common Stock under the Plan or make any other
distribution of benefits under the Plan, or take any other action, unless such
delivery, distribution or action is in compliance with all applicable laws,
rules and regulations (including but not limited to the requirements of the
Securities Act of 1933, as amended, and of applicable Local Laws).  The
Corporation may cause a restrictive legend to be placed on any certificate
issued pursuant to an award hereunder in such form as may be prescribed from
time to time by applicable laws, rules and regulations, including but not
limited to Local Laws, or as may be advised by legal counsel.

     17.   Unfunded Plan; Retirement Plan
           ------------------------------

           (a) Neither a Participant nor any other person shall, by reason of
     the Plan, acquire any right in or title to any assets, funds or property of
     the Corporation or any Subsidiary, including, without limitation, any
     specific funds, assets or other property which the Corporation or any
     Subsidiary, in their discretion, may set aside in anticipation of a
     liability under the Plan. A Participant shall have only a contractual right
     to the Common Stock or amounts, if any, payable under the Plan, unsecured
     by any assets of the Corporation or any Subsidiary. Nothing contained in
     the Plan shall constitute a guarantee that the assets of such corporations
     shall be sufficient to pay any benefits to any person.

                                       10
<PAGE>

          (b) In no event shall any amounts accrued, distributable or payable
     under the Plan be treated as compensation for the purpose of determining
     the amount of contributions or benefits to which any person shall be
     entitled under any retirement plan sponsored by the Corporation or a
     Subsidiary that is intended to be a qualified plan within the meaning of
     Section 401(a) of the Code.

     18.  No Obligation to Exercise Options
          ---------------------------------

          The granting of an option shall impose no obligation upon a
Participant to exercise such option.

     19.  Use of Funds
          ------------

          The proceeds received by the Corporation from the sale of Common Stock
pursuant to options will be used for general corporate purposes, and the
Corporation shall not be obligated to segregate such payroll deductions.

     20.  Withholding Taxes
          -----------------

          Upon the exercise of any option under the Plan, in whole or in part,
or at the time of disposition of some or all of the Common Stock acquired
pursuant to exercise of an option, a Participant must make adequate provision
for the federal, state, local, Local Law or other tax withholding obligations,
if any, which arise from the exercise of the option or the disposition of the
Common Stock.  The Corporation shall have the right to require the Participant
to remit to the Corporation, or to withhold from the Participant (or both)
amounts sufficient to satisfy all federal, state, local, Local Law and other
withholding tax requirements prior to the delivery or transfer of any
certificate or certificates for shares of Common Stock.

     21.  No Right of Continued Employment
          --------------------------------

          Nothing in the Plan or any option shall confer upon an employee the
right to continue in the employment of the Corporation or any Subsidiary or
affect any right which the Corporation or any Subsidiary may have to terminate
the employment of such individual.  Except as otherwise provided in the Plan,
all rights of a Participant with respect to options granted hereunder shall
terminate upon the termination of employment of the Participant.

     22.  Notices
          -------

          Every direction, revocation or notice authorized or required by the
Plan shall be deemed delivered to the Corporation (i) on the date it is
personally delivered to the Corporation at its principal executive offices or
(ii) three business days after it is sent by registered or certified mail,
postage prepaid, addressed to the Secretary at such offices, and shall be deemed
delivered to an Eligible Individual (i) on the date it is personally delivered
to him or (ii) three business days after it is sent by registered or certified
mail, postage prepaid, addressed to him at the last address shown for him on the
records of the Corporation or of any Subsidiary.

                                       11
<PAGE>

     23.  Applicable Law
          --------------

          The Plan shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to the conflict of laws provisions
of any state.

     24.  Compliance with Local Laws
          --------------------------

          Notwithstanding any other provision in the Plan to the contrary, the
Corporation shall not be required to take any action, and no provision of the
Plan shall be effective, if such action or Plan provision would result in the
violation of any Local Law or other applicable law, rule or regulation with
respect to any Participant; provided, however, that, except as the Plan or
certain provisions thereof may be effected by the foregoing, the Plan shall
continue in full force and effect with respect to all other Participants.

          IN WITNESS WHEREOF, this Clarus Corporation Global Employee Stock
Purchase Plan has been executed in behalf of the Corporation effective as of the
13th day of June, 2000.

                              CLARUS CORPORATION

                              By: /s/ Stephen P. Jeffery
                                  ---------------------------------------------
                                  Stephen P. Jeffery, Chief Executive Officer

Attest:

/s/ Mark D. Gagne
- ----------------------------
Mark D. Gagne, Secretary

[Corporate Seal]

                                       12
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.5

                             STOCK INCENTIVE PLAN
                                      OF
                              CLARUS CORPORATION

                  Form of Nonqualified Stock Option Agreement


          THIS AGREEMENT (the "Agreement"), made the ____ day of ______________,
_____, between CLARUS CORPORATION, a Delaware corporation (the "Corporation"),
and _________________________________, an employee of the Corporation or a
related corporation (the "Participant");

                               R E C I T A L S :
                               - - - - - - - -

          In furtherance of the purposes of the Stock Incentive Plan of Clarus
Corporation, as amended and restated (the "Plan"), the Corporation and the
Participant hereby agree as follows:

          1.   Incorporation of Plan.  The rights and duties of the Corporation
               ---------------------
and the Participant under this Agreement shall in all respects be subject to and
governed by the provisions of the Plan, the terms of which are incorporated
herein by reference. In the event of any conflict between the provisions in the
Agreement and those of the Plan, the provisions of the Plan shall govern. Unless
otherwise defined herein, capitalized terms in this Agreement shall have the
same definitions as set forth in the Plan.

          2.   Grant of Option; Term of Option.  The Corporation hereby grants
               -------------------------------
to the Participant pursuant to the Plan, as a matter of separate inducement and
agreement in connection with his employment or service to the Corporation, and
not in lieu of any salary or other compensation for his services, the right and
Option (the "Option") to purchase all or any part of an aggregate of
_______________ (_________) shares (the "shares") of the common stock (the
"Common Stock") of the Corporation, at a purchase price (the "option price") of
_____________________________ ($__________) per share. Except as otherwise
provided in the Plan, the Option will expire if not exercised in full before
______________, ____.

          3.   Exercise of Option.  The Option shall become exercisable on the
               ------------------
date or dates set forth on Schedule A attached hereto. To the extent that an
Option which is exercisable is not exercised, such Option shall accumulate and
be exercisable by the Participant in whole or in part at any time prior to
expiration of the Option, subject to the terms of the Plan. Upon the exercise of
an Option in whole or in part and payment of the option price in accordance with
the provisions of this Agreement, the Corporation shall as soon thereafter as
practicable deliver to the Participant a certificate or certificates for the
shares purchased. Payment of the option price may be made in the form: (i) cash;
(ii) delivery (by either actual delivery or attestation) of shares of Common
Stock owned by the Participant at the time of exercise for a period of at least
six months and otherwise acceptable to the Administrator; (iii) delivery of
written notice of exercise to the Corporation and delivery to a broker of
written notice of exercise and irrevocable instructions to promptly deliver to

<PAGE>

the Corporation the amount of sale or loan proceeds to pay the option price; or
(iv) a combination of the foregoing methods. Shares delivered in payment of the
option price shall be valued at their fair market value on the date of exercise,
as determined by the Administrator by applying the provisions of the Plan.

          4.   No Right of Continued Employment.  Nothing contained in this
               --------------------------------
Agreement or the Plan shall confer upon the Participant any right to continue in
the employment or service of the Corporation or a related corporation or
interfere with the right of the Corporation or a related corporation to
terminate the Participant's employment or service at any time. Except as
otherwise expressly provided in the Plan, all rights of the Participant under
the Plan with respect to the unexercised portion of his Option shall terminate
upon termination of the employment of the Participant with the Corporation or a
related corporation.

          5.   Nontransferability of Option.  To the extent that this Option is
               ----------------------------
designated as an Incentive Option, the Option shall not be transferable other
than by will or the laws of intestate succession. To the extent that this Option
is designated as a Nonqualified Option, the Option shall not be transferable
other than by will or the laws of intestate succession, except as may be
permitted by the Administrator of the Plan in a manner consistent with the
registration provisions of the Securities Act of 1933, as amended (the
"Securities Act"). Except as may be permitted by the preceding sentence, this
Option shall be exercisable during the Participant's lifetime only by the
Participant or by his guardian or legal representative. The designation of a
beneficiary does not constitute a transfer.

          6.   Superseding Agreement; Binding Effect.  This Agreement supersedes
               -------------------------------------
any statements, representations or agreements of the Corporation with respect to
the grant of the Options or any related rights, and the Participant hereby
waives any rights or claims related to any such statements, representations or
agreements. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective executors, administrators, next-of-
kin, successors and assigns.

          7.   Governing Law.  Except as otherwise provided in the Plan or
               -------------
herein, this Agreement shall be construed and enforced according to the laws of
the State of Delaware, without regard to the conflict of laws provisions of any
state.

          8.   Amendment and Termination; Waiver.  Subject to the terms of the
               ---------------------------------
Plan, this Agreement may be modified or amended only by the written agreement of
the parties hereto. The waiver by the Corporation of a breach of any provision
of the Agreement by the Participant shall not operate or be construed as a
waiver of any subsequent breach by the Participant.

          9.   No Rights as Stockholder.  The Participant or his legal
               ------------------------
representative, legatees or distributees shall not be deemed to be the holder of
any shares subject to the Option and shall not have any rights of a stockholder
unless and until certificates for such shares have been issued and delivered to
him or them.

          10.  Withholding.  The Participant acknowledges that the Corporation
               -----------
shall require the Participant to pay the Corporation the amount of any federal,
state, local or other tax or other amount required by any governmental authority
to be withheld and paid over by the Corporation to such authority for the
account of the Participant, and the Participant agrees, as a condition to the
grant of the Option, to satisfy such obligations.

                                       2

<PAGE>

          11.  Administration.  The authority to construe and interpret this
               --------------
Agreement and the Plan, and to administer all aspects of the Plan, shall be
vested in the Administrator (as such term is defined in the Plan), and the
Administrator shall have all powers with respect to this Agreement as are
provided in the Plan. Any interpretation of the Agreement by the Administrator
and any decision made by it with respect to the Agreement is final and binding.

          12.  Notices.  Except as may be otherwise provided by the Plan, any
               -------
written notices provided for in this Agreement or the Plan shall be in writing
and shall be deemed sufficiently given if either hand delivered or if sent by
fax or overnight courier, or by postage paid first class mail. Notices sent by
mail shall be deemed received three business days after mailed but in no event
later than the date of actual receipt. Notices shall be directed, if to the
Participant, at the Participant's address indicated by the Corporation's
records, or if to the Corporation, at the Corporation's principal office.

          13.  Severability.  The provisions of this Agreement are severable
               ------------
and if any one or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall nevertheless
be binding and enforceable.

          14.  Restrictions on Shares.  The Corporation may impose such
               ----------------------
restrictions on any shares issued pursuant to the exercise of the Option as it
may deem advisable, including without limitation restrictions under the federal
securities laws, the requirements of any stock exchange or similar organization
and any blue sky or state securities laws applicable to such shares.
Notwithstanding any other provision in the Plan or the Agreement to the
contrary, the Corporation shall not be obligated to issue, deliver or transfer
shares of Common Stock, to make any other distribution of benefits, or to take
any other action, unless such delivery, distribution or action is in compliance
with all applicable laws, rules and regulations (including but not limited to
the requirements of the Securities Act). The Corporation may cause a restrictive
legend to be placed on any certificate issued pursuant to the exercise of the
Option in such form as may be prescribed from time to time by applicable laws
and regulations or as may be advised by legal counsel.

          IN WITNESS WHEREOF, this Agreement has been executed in behalf of the
Corporation and by the Participant effective as of the day and year first above
written.

                                           CLARUS CORPORATION


                                           By: _________________________________
                                           Name:  ______________________________
                                           Title:  _____________________________
Attest:


__________________________________
Secretary

[Corporate Seal]
                                           PARTICIPANT


                                           _______________________________(SEAL)

                                       3

<PAGE>

                             STOCK INCENTIVE PLAN
                                      OF
                              CLARUS CORPORATION

                            Stock Option Agreement


                                  SCHEDULE A



Date Option granted:  ___________________, _______.
Date Option expires:  ___________________, _______.
Number of shares subject to Option: _______ shares.
Option price (per share): $________.



Date Installment           Number of Shares
First Exercisable           in Installment            Nonqualified Stock Option
- -----------------          ----------------           -------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT BETWEEN STEPHEN P. JEFFERY
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.8

                             EMPLOYMENT AGREEMENT
                             --------------------


     THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the 1st
day of January, 2000, by and between Clarus Corporation, a Delaware corporation
(the "Company") and Stephen P. Jeffery, a Georgia resident, ("Employee").

     WHEREAS, the Company and Employee desire to continue the employment of
Employee with the Company; and

     WHEREAS, the Company and Employee desire to set forth in writing all of the
covenants, terms and conditions of their agreement and understanding as to such
employment.

     NOW THEREFORE, in consideration of the foregoing, the mutual promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:

     1.   Employment and Duties.  The Company hereby employs Employee, and
          ---------------------
Employee hereby accepts continued employment, as President and Chief Executive
Officer of the Company.  Employee agrees to serve in such capacities and to
faithfully and diligently perform such duties, responsibilities and services
that are incidental thereto, as well as such other duties, responsibilities and
services as may be prescribed or requested by the Board of Directors of the
Company from time to time.  Employee shall devote his full time, attention and
best efforts to the performance of his duties, responsibilities and services to
the Company in a lawful manner and in accordance with all policies of and
instructions from the Company.

     2.   Term.  The term of this Agreement will commence on the date set forth
          ----
above and will terminate one (1) year thereafter, unless said Agreement is
terminated at an earlier date as provided herein.  The Agreement shall
automatically renew for identical and successive one (1) year term(s) unless
either party notifies the other of its intention not to renew the Agreement at
least 30 days prior to the expiration of the one year term then in effect;
provided, however, that all post-termination rights and obligations hereunder
shall survive termination or expiration of this Agreement as provided herein.

     3.   Compensation and Employee Benefits.
          ----------------------------------

          (a)  Compensation. Employee shall receive an annualized salary (the
"Base Salary") of Two Hundred Fifty Thousand Dollars ($250,000.00), which shall
be paid in accordance with the Company's regular payroll practices and subject
to any and all withholdings pursuant to applicable law.

          Employee is also eligible to receive additional incentive compensation
as set forth on Exhibit A if the Company meets the revenue, expense and
                ---------
profitability targets and the Employee attains the specified management business
objectives set forth on Exhibit "A," which is attached hereto and incorporated
                        ------------
herein by reference.  The Employee's right to receive
<PAGE>

incentive compensation hereunder will be measured on a quarterly basis and, if
earned, will be payable quarterly.

          (b)  Employee/Fringe Benefits.  Employee shall be eligible to
participate in all employee benefit programs and fringe benefits (including, but
not limited to, medical, dental, vision, life, accidental death and
dismemberment, travel, accident and short-term/long-term disability insurance
plans or programs, paid time-off, paid holidays, etc.) generally made available
to executive employees of the Company, subject to any and all terms, conditions,
and eligibility requirements for said programs and benefits, as may from time to
time be prescribed by the Company.  The Company may alter, modify, add to or
delete its employee benefit plans at any time as it determines in its sole
discretion.

          (c)  Other Business Expenses.  The Company shall reimburse Employee
for his actual out-of-pocket, business expenses that are incurred by Employee
and are reasonable and necessary in relation to and in furtherance of Employee's
performance of his duties to the Company.  Such reimbursement shall be subject
to compliance with the Company's reimbursement policies and the provision of
substantiating documents of said expenses as may be reasonably requested by the
Company.

          (d)  Vacation. Employee shall be entitled to twenty-four (24) days
Paid Time Off (PTO) per year (which includes vacation, illness and other
personal time away from work) as well as seven (7) days of paid holiday in
accordance with the Company's normal policies; provided, that vacation shall be
taken at such times as shall not unreasonably interfere with the Employee's
responsibilities hereunder. Up to five (5) days of unused PTO may be carried
forward from one year into the next.

     4.   Termination.  This Agreement may be terminated prior to the expiration
          ------------
of the term as follows:

          (a) Death or Disability.  The Employee's employment hereunder shall
terminate automatically upon Employee's death.  In such event, Employee's estate
shall be entitled to receive any earned and unpaid Base Salary, prorated through
the date of death.  If the Employee is prevented from performing his material
duties hereunder as a result of physical or mental illness, injury or incapacity
for either (i) a period of ninety (90) consecutive days or (ii) more than one
hundred-eighty (180) days in the aggregate in any twelve (12) month period, then
the Company may terminate the Employee's employment upon written notice to
Employee. While receiving disability income payments under the Company's
disability income plan, the Employee shall not be entitled to receive any Base
Salary hereunder, but shall continue to participate in the Company's benefit
plans, to the extent permitted by such plans, until the termination of his
employment.

          (b) For Cause.  The Company may terminate the Employee's employment
hereunder for Cause at any time upon notice to the Employee setting forth in
reasonable detail the nature of such Cause.  In the event that the Company
terminates Employee's employment for Cause (or Employee resigns from his
employment with the Company), the Company shall not be

                                       2
<PAGE>

obligated to pay any salary or other compensation to Employee after the
effective date of termination, other than accrued and unpaid Base Salary earned
through the date of termination.

          (c)  Without Cause. In the event the Company terminates this Agreement
without Cause, then Employee shall be entitled to (i) severance pay in the form
of continuation of his annualized Base Salary for a period of one (1) year from
the date of such termination, which shall be paid in accordance with the
Company's regular payroll practices and subject to any and all withholdings
pursuant to applicable law, and (ii) a pro rata portion of his incentive bonus,
if any, contemplated by Section 3(a) for the quarter in which his employment
terminated based upon the number of days in the quarter elapsed prior to such
termination. In addition, the Company shall continue to provide, through COBRA
or otherwise, medical insurance coverage contemplated by Section 3(c) for a
period of twelve months following the date of Employee's termination without
Cause, or Employee's earlier commencement of employment with any other entity.
Payment of the severance benefits set forth herein shall be subject to
Employee's continued compliance with the provisions of Section 5 hereof.

          (d)  Change of Control. The Employee may terminate his employment
hereunder at any time during the three (3) month period beginning three (3)
months after a Change of Control has occurred by written notice given to the
Company. In the event of such termination:

               (i)    The Company shall continue to pay to the Employee his Base
          Salary as of the date of the Change of Control for a period of twelve
          (12) months from the date of termination.

               (ii)   The Company shall pay to the Employee a pro rata portion
          of his incentive bonus, if any, contemplated by Section 3(a) for the
          quarter in which his employment terminated based upon the number of
          days in the quarter elapsed prior to termination.

               (iii)  The Company shall continue to provide Employee with the
          medical insurance coverage contemplated by Section 3(c), through COBRA
          or otherwise, for a period equal to the earlier of (x) twelve (12)
          months from the date of termination or (y) Employee's commencement of
          employment with any other entity.

     5.   Protective  Covenants.  Employee is, and will become during the course
          ---------------------
of employment, intimately familiar with Confidential Information, Trade Secrets,
products and services, and other property of the Company.  The protection of the
Company requires that all such property and information must remain the sole and
private property of the Company to be used only for the Company's benefit, not
to be disclosed to any other party nor used by Employee against the Company or
for the benefit of any other person.  Employee shall, upon request of the
Company, and without request promptly on termination of employment, deliver all
Company Property in Employee's possession or control to the Company.  Employee
acknowledges and agrees that title to all Company Property is vested in the
Company. In

                                       3
<PAGE>

addition, Employee warrants, represents, covenants and agrees, during the term
of his employment and for the periods described below, as follows:

          (a) Covenant Not to Compete in Certain Ways.  By virtue of his
position with the Company, Employee shall be given an opportunity to, and shall
have an obligation to, participate in strategic planning with respect to
competitors of the Company and shall be made privy to the Company's marketing
strategy, product development, pricing, timing and other matters specifically
designed to address market competition.  Employee further acknowledges that the
use and/or disclosure by him of such secret information and knowledge would be
inevitable in the event Employee were to become engaged by such a competitor in
a capacity similar to the capacity in which Employee is employed by the Company.
Employee therefore agrees that, for a period of one (1) year following
termination of his employment with the Company, he shall not directly or
indirectly, within the State of Georgia or within a 100-mile radius of the
addresses of the competitors of the Company expressly listed on Exhibit "B"
                                                                -----------
hereto (the "Named Competitors"), become engaged or employed by any Named
Competitor in a capacity substantially identical to the functions and duties
Employee performs on behalf of the Company.  Employee acknowledges that the
Named Competitors designated on Exhibit "B" are the key competitors of the
                                -----------
Company as of the date hereof.  Employee acknowledges and agrees that there are
many other entities with whom Employee can profitably use his skills and
abilities, including other competitors of the Company, and that it is entirely
proper and reasonable for him to agree not to work for the Named Competitors in
the prescribed capacity for the prescribed times and within the prescribed
locations.  The parties agree that Exhibit "B" may be updated and amended from
                                   -----------
time to time by substituting therefor a modified Exhibit "B" that has been
                                                 -----------
signed by both the Company and Employee, and that the Named Competitors shall
thereafter refer to the companies listed on such amended Exhibit "B."
                                                         ------------

          (b) Covenant Not to Solicit Business from Certain Customers.  The
Employee acknowledges that during the course of his employment by the Company,
Employee shall have a duty to, and shall be given an opportunity to, make
contact with and strengthen ties with Customers and potential Customers of the
Company.  The Employee shall not, for a period of two (2) years after
termination of his employment with the Company, directly or indirectly, for
himself or any other person or entity, solicit any Customer for the purchase or
license by such Customer of any product or service competitive with any of the
products and services which are offered by the Company within the one-year
period preceding termination of Employee's employment.

          (c) Covenant Not to Solicit Employees.  For a period of two (2) years
following the date of termination of his employment with the Company, Employee
shall not, directly or indirectly, for himself or any other person or entity,
employ, solicit or recommend the employment of any employee of the Company for
the purpose of causing such employee to take employment with Employee or any
other person or entity until such employee or former employee has ceased to be
employed by the Company for a period of six (6) months.

          (d) Covenant Not to Disclose Confidential Information or Trade
Secrets.  Employee shall not disclose to any person whatsoever or use any Trade
Secrets or Confidential Information of the Company, other than as necessary in
the fulfillment of his duties to the

                                       4
<PAGE>

Company in the course of employment. This paragraph shall be effective during
the term of this Agreement and for a period of two (2) years after termination
of employment with respect to all Confidential Information, and shall remain in
effect with respect to all Trade Secrets so long as such information remains a
trade secret under applicable law.

     6.   Work Product; Inventions.
          -------------------------

          (a)  Ownership by the Company.  The Company shall own all right, title
and interest in and to all work product developed by Employee in Employee's
provision of services to the Company, including without limitation, all
preliminary designs and drafts, all other works of authorship, all derivative
works and patentable and unpatentable inventions and improvements, all copies of
such works in whatever medium such copies are fixed or embodied, and all
worldwide copyrights, trademarks, patents or other intellectual property rights
in and to such works (collectively the "Work Product").  All copyrightable
materials of the Work Product shall be deemed a "work made for hire" for the
purposes of U.S. Copyright Act, 17 U.S.C. (S) 101 et seq., as amended.

          (b)  Assignment and Transfer.  In the event any right, title or
interest in and to any of the Work Product (including without limitation all
worldwide copyrights, trademarks, patents or other intellectual property rights
therein) does and shall not vest automatically in and with the Company, Employee
agrees to and hereby does irrevocably assign, convey and otherwise transfer to
the Company, and the Company's respective successors and assigns, all such
right, title and interest in and to the Work Product with no requirement of
further consideration from or action by Employee or the Company.

          (c)  Registration Rights.  The Company shall have the exclusive
worldwide right to register, in all cases as "claimant" and when applicable as
"author," all copyrights in and to any copyrightable element of the Work
Product, and file any and all applicable renewals and extensions of such
copyright registrations. The Company shall also have the exclusive worldwide
right to file applications for and obtain (i) patents on and for any of the Work
Product in Employee's name and (ii) assignments for the transfer of the
ownership of any such patents to the Company.

          (d)  Additional Documents.  Employee agrees to execute and deliver all
documents requested by the Company regarding or related to the ownership and/or
other intellectual property rights and registrations specified herein.  Employee
hereby further irrevocably designates and appoints the Company as Employee's
agent and attorney-in-fact to act for and on Employee's behalf and stead to
execute, register and file any such assignments, applications, registrations,
renewals and extensions and to do all other lawfully permitted acts to further
the registration, prosecution and issuance of patents, copyright or similar
protections with the same legal force and effect as if executed by Employee.

     7.   Employee's Obligations Upon Termination.  Upon the termination of
          ----------------------------------------
Employee's employment hereunder for whatever reason, Employee automatically
tenders Employee's resignation from any office Employee may hold with the
Company, and Employee

                                       5
<PAGE>

shall not at any time thereafter represent himself to be connected or to have
any connection with the Company or its related entities.

     8.   Assignment.  Due to the personal service nature of Employee's
          ----------
obligations, Employee may not assign this Agreement.  Subject to the
restrictions in this Section, this Agreement shall be binding upon and benefit
the parties hereto, and their respective heirs, successors or assigns.

     9.   Legality and Severability.  The parties covenant and agree that the
          -------------------------
provisions contained herein are reasonable and are not known or believed to be
in violation of any federal, state, or local law, rule or regulation.  In the
event a court of competent jurisdiction finds any provision herein (or subpart
thereof) to be illegal or unenforceable, the parties agree that the court shall
modify said provision(s) (or subpart(s) thereof) to make said provision(s) (or
subpart(s) thereof) and this Agreement valid and enforceable.  Any illegal or
unenforceable provision (or subpart thereof), or any modification by any court,
shall not affect the remainder of this Agreement, which shall continue at all
times to be valid and enforceable.

     10.  Entire Agreement; Modification; Governing Law.  This Agreement
          ---------------------------------------------
constitutes the entire understanding between the parties regarding the subject
matters addressed herein and supersedes any prior oral or written agreements
between the parties.  This Agreement can only be modified by a writing signed by
both parties, and shall be interpreted in accordance with and governed by the
laws of the State of Georgia without regard to the choice of law provisions
thereof.  Notwithstanding the foregoing, the protective provisions contained in
Paragraph 5 hereof shall be governed and enforced in accordance with the laws of
the state in which enforcement of such provisions is sought.

     11.  Negotiated Agreement.  Employee and the Company agree that this
          --------------------
Agreement shall  be construed as drafted by both of them, as parties of
equivalent bargaining power, and not for or against either of them as drafter.

     12.  Review and Voluntariness of Agreement.  Employee acknowledges
          -------------------------------------
Employee has had an opportunity to read, review, and consider the provisions of
this Agreement, that Employee has in fact read and does understand such
provisions, and that Employee has voluntarily entered into this Agreement.

     13.  Non-Waiver.  The failure of the Company to insist upon or enforce
          -----------
strict performance of any provision of this Agreement or to exercise any rights
or remedies thereunder will not be construed as a waiver by the Company to
assert or rely upon any such provision, right or remedy in that or any other
instance.

     14.  No Conflicting Obligations.  Employee hereby acknowledges and
          --------------------------
represents that Employee's execution of this Agreement and performance of
employment-related obligations and duties for the Company as set forth hereunder
will not cause any breach, default or violation of any other employment, non-
disclosure, confidentiality, non-competition or other agreement to which
Employee may be a party or otherwise bound.  Employee hereby agrees that he will
not use in the performance of his duties for the Company (or otherwise disclose
to the Company) any

                                       6
<PAGE>

trade secrets or confidential information of any prior employer or other person
or entity if and to the extent that such use or disclosure may cause a breach or
violation of any obligation or duty owed to such employer, person, or entity
under any agreement or applicable law.

     15.  Forum; Encorcement.  In the event of litigation arising from this
          ------------------
Agreement, Employee hereby expressly consents to jurisdiction and venue in any
State or Federal Court sitting in Fulton County, State of Georgia, and waives
any objections to such jurisdiction and venue. Employee further agrees that if
Employee were to breach the provisions of Section 5 or 6 hereof, the Company
would be irreparably harmed and therefore, in addition to any other remedies
available at law, the Company shall be entitled to equitable relief, including
without limitation, specific performance and preliminary and permanent
injunction, against any breach or threatened breach of said Sections 5 and 6,
without having to post bond.

     16.  Notices.  Any notice or other communications under this Agreement
          -------
shall be in writing, signed by the party making the same, and shall be delivered
personally or sent by certified or registered mail, postage prepaid, addressed
as follows:

          If to Employee:           Stephen P. Jeffery
                                    5890 Stoneleigh Drive
                                    Suwanee, GA 30024

          If to the Company:        Clarus Corporation
                                    3970 Johns Creek Court
                                    Suwanee, Georgia 30024
                                    Attention: __________________

or to such other address as may hereafter be designated by either party hereto.
All such notices shall be deemed given on the date received.

     17.  Definitions.  As used in this Agreement, the following terms shall
          -----------
have the following meanings:

          (a)   "Cause."

                (i)   The Employee's repeated failure to perform (other than by
          reason of disability), or gross negligence in the performance of, his
          material duties and responsibilities hereunder and the continuance of
          such failure or negligence for a period of thirty (30) days after
          notice to the Employee;

                (ii)  Material breach by the Employee of any provision of this
          Agreement or any other written agreement between the Employee and the
          Company or any of its affiliates; and

                (iii) Other conduct by the Employee that involves a material
          violation of law or breach of fiduciary obligation on the part of the
          Employee or is otherwise materially harmful to the business,
          interests, reputation or prospects of the Company or any of its
          affiliates.

                                       7
<PAGE>

          (b)  "Change of Control"  For the purposes herein, a "Change of
Control" shall be deemed to have occurred on the earliest of the following
dates:

               (i)    The date any entity or person shall have become the
          beneficial owner of, or shall have obtained voting control over, (X)
          fifty-one percent (51%) or more of the outstanding Common Stock of the
          Company if the Company's stock is not then registered with the SEC and
          publicly traded or (Y) forty percent (40%) or more of the outstanding
          Common Stock of the Company if the Company has consummated its initial
          public offering;

               (ii)   The date the stockholders of the Company approve a
          definitive agreement (A) to merge or consolidate the Company with or
          into another corporation, in which the Company is not the continuing
          or surviving corporation or pursuant to which any shares of Common
          Stock of the Company would be converted into cash, securities or other
          property of another corporation, other than (X) a merger or
          consolidation of the Company in which holders of Common Stock
          immediately prior to the merger or consolidation have the same
          proportionate ownership of Common Stock of the surviving corporation
          immediately after the merger as immediately before and (Y) a merger or
          consolidation of the Company in which holders of Common Stock
          immediately prior to the merger or consolidation continue to own at
          least a majority of the combined voting securities of the Company (or
          the surviving entity) outstanding immediately after such merger or
          consolidation, or (B) to sell or otherwise dispose of all or
          substantially all the assets of the Company; or

               (iii)  The date there shall have been a change in a majority of
          the Board of Directors of the Company within a 12-month period unless
          the nomination for election by the Company's stockholders of each new
          director was approved by the vote of two-thirds of the directors then
          still in office who were in office at the beginning of the 12-month
          period.

          (c)  "Company Property."  All property, including, without limitation,
real, personal, tangible or intangible, including all computer programs,
electronic data, educational or instructional materials, inventions,
Confidential Information, Trade Secrets, facilities, trade names, logos,
patents, copyrights and all tangible materials and supplies (whether originals
or duplicates and including, but not in any way limited to, computer diskettes,
brochures, materials, sample products, video tape cassettes, film, catalogs,
books, records, manuals, sales presentation literature, training materials,
calling or business cards, customer records, customer files, customer names,
addresses and phone numbers, directives, correspondence, documents, contracts,
orders, messages, memoranda, notes, circulars, agreements, bulletins, invoices
and receipts), which in any way pertain to the Company's business, whether
furnished to Employee by the Company or prepared, compiled or acquired by
Employee while employed by the Company, all being the sole property of the
Company.

                                       8
<PAGE>

          (d) "Confidential Information." All information or material regarding
the Company's business that has or could have commercial value or other utility
in the business in which the Company is engaged or contemplates engaging, or
information which if disclosed without authorization could be detrimental to the
business of the Company, including, but not limited to, its business plans,
marketing plans, methods of operation, products, software programs,
documentation of computer programs, programming procedures, algorithms,
formulas, equipment, techniques, existing and contemplated services, inventions,
systems, devices (whether or not patentable), financial information and
practices, plans, pricing, selling and marketing techniques, proposals or bids
for actual or potential customers, names, addresses and phone numbers of the
Company's customers, credit information and financial data of the Company and
the Company's customers, particular business requirements of the Company's
customers, and special methods and processes involved in designing, producing
and selling the Company's products and services, all shall be deemed
Confidential Information and the Company's exclusive property; provided,
however, that Confidential Information shall not include information that has
entered the public domain other than through the actions of Employee.
Confidential Information shall also include the foregoing types of information
with respect to all affiliates of the Company.

          (e) "Customer."  Customer means any customer or prospective customer
of the Company with whom Employee had Material Contact during the twelve (12)
months immediately preceding the termination of the Employee's employment with
the Company.

          (f) "Material Contact."  Material Contact means interaction between
the Employee and the customer or potential customer which takes place in an
effort to further the business relationship, and shall be deemed to exist
between the Employee and each customer or potential customer of the Company with
whom the Employee dealt; whose dealings with the Company were coordinated or
supervised by the Employee; or about whom the Employee obtained and used
confidential information in the ordinary course of business as a result of such
Employee's association with the Company.

          (g) "Trade Secrets."  All information, including, but not limited to,
technical or non-technical data, formulas, patterns, programs, devices, methods,
processes, financial data, product plans or a list of actual or potential
customers or suppliers, which derives economic value from not being generally
known and which is the subject of reasonable efforts by the Company to maintain
its secrecy.

                                       9
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have hereunto affixed their hands
and seals as of the date first above written.

                              THE COMPANY:

                              CLARUS CORPORATION


                              By:     /s/ Mark D. Gagne   /s/ Stephen P. Jeffery
                                      ------------------------------------------
                              Title:  Chief Executive Officer; Chief Financial
                                      ----------------------------------------
                                      Officer
                                      -------



                              EMPLOYEE:

                              /s/ Stephen P. Jeffery
                              --------------------------------------------------
                              Stephen P. Jeffery


                                       10
<PAGE>

                                  EXHIBIT "A"
                                  -----------

                             INCENTIVE COMPENSATION


In order to earn the quarterly incentive bonus contemplated by Section 3(a), the
following targets must be met, as measured on a calendar quarter, commencing
January 1, 2000:

     1.  If the Company achieves at least 80% of its budgeted revenue and
         earnings per share for such quarter, based on the budget in effect at
         the time as approved by the Board, the Employee shall be entitled to
         receive a bonus equal to 0.3% of the Company's gross revenue for such
         quarter. No bonus will be paid hereunder if the Company does not
         achieve at least 80% of said targets.

     2.  If the Company achieves 100% or more of its budgeted earnings per share
         for such quarter, based on the budget in effect at the time as approved
         by the Board, the Employee shall be entitled to receive an additional
         bonus in the amount of Twelve Thousand Five Hundred Dollars ($12,500)
         for such quarter. No bonus will be paid hereunder if the Company does
         not achieve at least 80% of said targets.

                                       11
<PAGE>

                                  EXHIBIT "B"
                                  -----------

             List of Competitors Pursuant to Section 5 of Agreement


          Name:                              Address:
          ----                               -------

1.   Ariba Corporation          1565 Charleston Road
                                Mountain View, CA 94043

                                And

                                600 Northpark Town Center
                                1200 Abernathy Road
                                Atlanta, GA 30328

2.   Commerce One               CarrAmerica Corporate Center
                                Buildings #1 & #4
                                4440 Rosewood Drive
                                Pleasanton, CA 94588

3.   Purchase Pro               3291 North Buffalo Drive
                                Las Vegas, Nevada 89129



Printed Name of Employee:

Stephen P. Jeffery

/s/ Stephen P. Jeffery
- ------------------------------------
Signature of Employee

Date:  January 1, 2000


CLARUS CORPORATION


By:  /s/ Stephen P. Jeffery     /s/ Mark D. Gagne
     ------------------------------------------------------
Title:  Chief Executive Officer; Chief Financial Officer
        ---------------------------------------------------

Date:  January 1, 2000

                                       12
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT BETWEEN MARK D. GAGNE
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.9

                             EMPLOYMENT AGREEMENT
                             --------------------


     THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the 13/th/
day of January, 2000, by and between Clarus Corporation, a Delaware corporation
(the "Company") and Mark D. Gagne ("Employee").

     WHEREAS, the Company desires to employ Employee and Employee desires to
accept employment with the Company; and

     WHEREAS, the Company and Employee desire to set forth in writing all of the
covenants, terms and conditions of their agreement and understanding as to such
employment.

     NOW THEREFORE, in consideration of the foregoing, the mutual promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:

     1.   Employment and Duties.  The Company hereby employs Employee, and
          ---------------------
Employee hereby accepts employment, as Executive Vice President and Chief
Financial Officer of the Company.  Employee agrees to serve in such capacities
and to faithfully and diligently perform such duties, responsibilities and
services that are incidental thereto, as well as such other duties,
responsibilities and services as may be prescribed or requested by the Chief
Executive Officer or the Board of Directors of the Company from time to time.
Employee shall devote his full time, attention and best efforts to the
performance of his duties, responsibilities and services to the Company in a
lawful manner and in accordance with all policies of and instructions from the
Company.

     2.   Term.  The term of this Agreement will commence on the date set forth
          ----
above and will terminate one (1) year thereafter, unless said Agreement is
terminated at an earlier date as provided herein.  The Agreement shall
automatically renew for identical and successive one (1) year term(s) unless
either party notifies the other of its intention not to renew the Agreement at
least 30 days prior to the expiration of the one year term then in effect;
provided, however, that all post-termination rights and obligations hereunder
shall survive termination or expiration of this Agreement as provided herein.

     3.   Compensation and Employee Benefits.
          ----------------------------------

          (a)  Compensation. Employee shall receive an annualized salary (the
"Base Salary") of Two Hundred Thousand Dollars ($200,000.00), which shall be
paid in the amount of $8,333.33 per pay period (on a semi-monthly basis), and in
accordance with the Company's regular payroll practices and subject to any and
all withholdings pursuant to applicable law.

          Employee is also eligible to receive additional annualized incentive
compensation of up to $100,000.00 per year, if the Company meets the revenue,
expense and profitability targets and the Employee attains the specified
management business objectives set forth on
<PAGE>

Exhibit "A," which is attached hereto and incorporated herein by reference. The
- ------------
Employee's right to receive incentive compensation hereunder will be measured on
a quarterly basis and, if earned, will be payable quarterly.

          Employee shall also receive a signing bonus in the amount of
$300,000.00 upon commencement of employment with the Company, which amount shall
be paid to Employee on the first regular payroll date thereafter.  Employee
shall be obligated to repay and reimburse to the Company said signing bonus if,
within one (1) year following the date hereof, Employee resigns his employment
with the Company or his employment is terminated by the Company for Cause;
provided that such requirement shall lapse with respect to, and Employee shall
not be obligated to repay to the Company, $25,000 for each full month of
employment hereunder.

          (b)  Stock Options.  Pursuant and subject to the terms and conditions
of the Stock Option Agreement between the Company and Employee of even date
herewith (the "Stock Option Agreement"), Employee has received a nonqualified
stock option to purchase up to one hundred sixty thousand (160,000) shares of
the common stock of the Company at an exercise price of $35.00 per share, with
24,000 shares being fully vested upon the date hereof, 34,000 shares vesting one
(1) year from the date hereof, and the remaining 102,000 shares vesting on a
monthly basis over a three (3) year period commencing on January 13, 2001.

          (c)  Employee/Fringe Benefits.  Employee shall be eligible to
participate in all employee benefit programs and fringe benefits (including, but
not limited to, medical, dental, vision, life, accidental death and
dismemberment, travel, accident and short-term/long-term disability insurance
plans or programs, paid time-off, paid holidays, etc.) generally made available
to executive employees of the Company, subject to any and all terms, conditions,
and eligibility requirements for said programs and benefits, as may from time to
time be prescribed by the Company.  The Company may alter, modify, add to or
delete its employee benefit plans at any time as it determines in its sole
discretion.

          (d)  Relocation Expenses.  The Company shall pay or reimburse Employee
for all reasonable and necessary relocation expenses incurred or paid by
Employee in the relocation of his principal residence from Hudson, Ohio, to
Suwanee, Georgia, as set forth in the Relocation Expense Payment attached hereto
as Exhibit "B."  Such payment or reimbursement shall be subject to Employee
   ------------
providing substantiating documents of said expenses as may be reasonably
requested by the Company.

          (e)  Other Business Expenses.  The Company shall reimburse Employee
for his actual out-of-pocket, business expenses that are incurred by Employee
and are reasonable and necessary in relation to and in furtherance of Employee's
performance of his duties to the Company.  Such reimbursement shall be subject
to compliance with the Company's reimbursement policies and the provision of
substantiating documents of said expenses as may be reasonably requested by the
Company.

          (f)  Vacation.   Employee shall be entitled to twenty-four (24) days
Paid Time Off (PTO) per year (which includes vacation, illness and other
personal time away from work) as

                                       2
<PAGE>

well as seven (7) days of paid holiday in accordance with the Company's normal
policies; provided, that vacation shall be taken at such times as shall not
unreasonably interfere with the Employee's responsibilities hereunder. Up to
five (5) days of unused PTO may be carried forward from one year into the next.

     4.   Termination.  This Agreement may be terminated prior to the expiration
          ------------
of the term as follows:

          (a) Death or Disability.  The Employee's employment hereunder shall
terminate automatically upon Employee's death.  In such event, Employee's estate
shall be entitled to receive any earned and unpaid Base Salary, prorated through
the date of death.  If the Employee is prevented from performing his material
duties hereunder as a result of physical or mental illness, injury or incapacity
for either (i) a period of ninety (90) consecutive days or (ii) more than one
hundred-eighty (180) days in the aggregate in any twelve (12) month period, then
the Company may terminate the Employee's employment upon written notice to
Employee. While receiving disability income payments under the Company's
disability income plan, the Employee shall not be entitled to receive any Base
Salary hereunder, but shall continue to participate in the Company's benefit
plans, to the extent permitted by such plans, until the termination of his
employment.

          (b) For Cause.  The Company may terminate the Employee's employment
hereunder for Cause at any time upon notice to the Employee setting forth in
reasonable detail the nature of such Cause.  In the event that the Company
terminates Employee's employment for Cause (or Employee resigns from his
employment with the Company), the Company shall not be obligated to pay any
salary or other compensation to Employee after the effective date of
termination, other than accrued and unpaid Base Salary earned through the date
of termination.

          (c) Without Cause.  In the event the Company terminates this Agreement
without Cause, then Employee shall be entitled to (i) severance pay in the form
of continuation of his annualized Base Salary for a period of one (1) year from
the date of such termination, which shall be paid in accordance with the
Company's regular payroll practices and subject to any and all withholdings
pursuant to applicable law, and (ii) a pro rata portion of his incentive bonus,
if any, contemplated by Section 3(a) for the quarter in which his employment
terminated based upon the number of days in the quarter elapsed prior to such
termination.  In addition, the Company shall continue to provide, through COBRA
or otherwise, medical insurance coverage contemplated by Section 3(c) for a
period of twelve months following the date of Employee's termination without
Cause, or Employee's earlier commencement of employment with any other entity.
Payment of the severance benefits set forth herein shall be subject to
Employee's continued compliance with the provisions of Section 5 hereof.

          (d) Change of Control.  The Employee may terminate his employment
hereunder at any time during the three (3) month period beginning three (3)
months after a Change of Control has occurred by written notice given to the
Company.  In the event of such termination:

                                       3
<PAGE>

               (i)   The Company shall continue to pay to the Employee his Base
          Salary as of the date of the Change of Control for a period of twelve
          (12) months from the date of termination.

               (ii)  The Company shall pay to the Employee a pro rata portion of
          his incentive bonus, if any, contemplated by Section 3(a) for the
          quarter in which his employment terminated based upon the number of
          days in the quarter elapsed prior to termination.

               (iii) The Company shall continue to provide Employee with the
          medical insurance coverage contemplated by Section 3(c), through COBRA
          or otherwise, for a period equal to the earlier of (x) twelve (12)
          months from the date of termination or (y) Employee's commencement of
          employment with any other entity.

               (iv)  The unvested portion of Employee's stock options shall vest
          in accordance with the provisions of the Stock Option Agreement.

     5.   Protective  Covenants.  Employee is, and will become during the course
          ---------------------
of employment, intimately familiar with Confidential Information, Trade Secrets,
products and services, and other property of the Company.  The protection of the
Company requires that all such property and information must remain the sole and
private property of the Company to be used only for the Company's benefit, not
to be disclosed to any other party nor used by Employee against the Company or
for the benefit of any other person.  Employee shall, upon request of the
Company, and without request promptly on termination of employment, deliver all
Company Property in Employee's possession or control to the Company.  Employee
acknowledges and agrees that title to all Company Property is vested in the
Company. In addition, Employee warrants, represents, covenants and agrees,
during the term of his employment and for the periods described below, as
follows:

          (a) Covenant Not to Compete in Certain Ways.  By virtue of his
position with the Company, Employee shall be given an opportunity to, and shall
have an obligation to, participate in strategic planning with respect to
competitors of the Company and shall be made privy to the Company's marketing
strategy, product development, pricing, timing and other matters specifically
designed to address market competition.  Employee further acknowledges that the
use and/or disclosure by him of such secret information and knowledge would be
inevitable in the event Employee were to become engaged by such a competitor in
a capacity similar to the capacity in which Employee is employed by the Company.
Employee therefore agrees that, for a period of one (1) year following
termination of his employment with the Company, he shall not directly or
indirectly, within the State of Georgia or within a 100-mile radius of the
addresses of the competitors of the Company expressly listed on Exhibit "C"
                                                                -----------
hereto (the "Named Competitors"), become engaged or employed by any Named
Competitor in a capacity substantially identical to the functions and duties
Employee performs on behalf of the Company.  Employee acknowledges that the
Named Competitors designated on Exhibit "C" are the key competitors of the
                                -----------
Company as of the date hereof.  Employee acknowledges and agrees

                                       4
<PAGE>

that there are many other entities with whom Employee can profitably use his
skills and abilities, including other competitors of the Company, and that it is
entirely proper and reasonable for him to agree not to work for the Named
Competitors in the prescribed capacity for the prescribed times and within the
prescribed locations. The parties agree that Exhibit "C" may be updated and
                                             -----------
amended from time to time by substituting therefor a modified Exhibit "C" that
                                                              -----------
has been signed by both the Company and Employee, and that the Named Competitors
shall thereafter refer to the companies listed on such amended Exhibit "C."
                                                               ------------

          (b) Covenant Not to Solicit Business from Certain Customers.  The
Employee acknowledges that during the course of his employment by the Company,
Employee shall have a duty to, and shall be given an opportunity to, make
contact with and strengthen ties with Customers and potential Customers of the
Company.  The Employee shall not, for a period of two (2) years after
termination of his employment with the Company, directly or indirectly, for
himself or any other person or entity, solicit any Customer for the purchase or
license by such Customer of any product or service competitive with any of the
products and services which are offered by the Company within the one-year
period preceding termination of Employee's employment.

          (c) Covenant Not to Solicit Employees.  For a period of two (2) years
following the date of termination of his employment with the Company, Employee
shall not, directly or indirectly, for himself or any other person or entity,
employ, solicit or recommend the employment of any employee of the Company for
the purpose of causing such employee to take employment with Employee or any
other person or entity until such employee or former employee has ceased to be
employed by the Company for a period of six (6) months.

          (d) Covenant Not to Disclose Confidential Information or Trade
Secrets.  Employee shall not disclose to any person whatsoever or use any Trade
Secrets or Confidential Information of the Company, other than as necessary in
the fulfillment of his duties to the Company in the course of employment.  This
paragraph shall be effective during the term of this Agreement and for a period
of two (2) years after termination of employment with respect to all
Confidential Information, and shall remain in effect with respect to all Trade
Secrets so long as such information remains a trade secret under applicable law.

     6.   Mutual Non-disparagement.    The Company and the Employee agree that
          -------------------------
neither party will undertake any disparaging or harassing conduct directed at
the other at any time during the Term of this Agreement or following termination
hereof.

     7.   Employee's Obligations Upon Termination.  Upon the termination of
          ----------------------------------------
Employee's employment hereunder for whatever reason, Employee automatically
tenders Employee's resignation from any office Employee may hold with the
Company, and Employee shall not at any time thereafter represent himself to be
connected or to have any connection with the Company or its related entities.

     8.   Assignment.  Due to the personal service nature of Employee's
          ----------
obligations, Employee may not assign this Agreement.  Subject to the
restrictions in this Section, this

                                       5
<PAGE>

Agreement shall be binding upon and benefit the parties hereto, and their
respective heirs, successors or assigns.

     9.   Legality and Severability.  The parties covenant and agree that the
          -------------------------
provisions contained herein are reasonable and are not known or believed to be
in violation of any federal, state, or local law, rule or regulation.  In the
event a court of competent jurisdiction finds any provision herein (or subpart
thereof) to be illegal or unenforceable, the parties agree that the court shall
modify said provision(s) (or subpart(s) thereof) to make said provision(s) (or
subpart(s) thereof) and this Agreement valid and enforceable.  Any illegal or
unenforceable provision (or subpart thereof), or any modification by any court,
shall not affect the remainder of this Agreement, which shall continue at all
times to be valid and enforceable.

     10.  Entire Agreement; Modification; Governing Law.  This Agreement
          ---------------------------------------------
constitutes the entire understanding between the parties regarding the subject
matters addressed herein and supersedes any prior oral or written agreements
between the parties.  This Agreement can only be modified by a writing signed by
both parties, and shall be interpreted in accordance with and governed by the
laws of the State of Georgia without regard to the choice of law provisions
thereof.  Notwithstanding the foregoing, the protective provisions contained in
Paragraph 5 hereof shall be governed and enforced in accordance with the laws of
the state in which enforcement of such provisions is sought.

     11.  Negotiated Agreement.  Employee and the Company agree that this
          --------------------
Agreement shall  be construed as drafted by both of them, as parties of
equivalent bargaining power, and not for or against either of them as drafter.

     12.  Review and Voluntariness of Agreement.  Employee acknowledges
          -------------------------------------
Employee has had an opportunity to read, review, and consider the provisions of
this Agreement, that Employee has in fact read and does understand such
provisions, and that Employee has voluntarily entered into this Agreement.

     13.  Non-Waiver.  The failure of the Company to insist upon or enforce
          -----------
strict performance of any provision of this Agreement or to exercise any rights
or remedies thereunder will not be construed as a waiver by the Company to
assert or rely upon any such provision, right or remedy in that or any other
instance.

     14.  No Conflicting Obligations.  Employee hereby acknowledges and
          --------------------------
represents that Employee's execution of this Agreement and performance of
employment-related obligations and duties for the Company as set forth hereunder
will not cause any breach, default or violation of any other employment, non-
disclosure, confidentiality, non-competition or other agreement to which
Employee may be a party or otherwise bound.  Employee hereby agrees that he will
not use in the performance of his duties for the Company (or otherwise disclose
to the Company) any trade secrets or confidential information of any prior
employer or other person or entity if and to the extent that such use or
disclosure may cause a breach or violation of any obligation or duty owed to
such employer, person, or entity under any agreement or applicable law.

                                       6
<PAGE>

     15.   Forum; Encorcement.  In the event of litigation arising from this
           ------------------
Agreement, Employee hereby expressly consents to jurisdiction and venue in any
State or Federal Court sitting in Fulton County, State of Georgia, and waives
any objections to such jurisdiction and venue. Employee further agrees that if
Employee were to breach the provisions of Section 5 or 6 hereof, the Company
would be irreparably harmed and therefore, in addition to any other remedies
available at law, the Company shall be entitled to equitable relief, including
without limitation, specific performance and preliminary and permanent
injunction, against any breach or threatened breach of said Sections 5 and 6,
without having to post bond.

     16.   Notices.  Any notice or other communications under this Agreement
           -------
shall be in writing, signed by the party making the same, and shall be delivered
personally or sent by certified or registered mail, postage prepaid, addressed
as follows:

           If to Employee:           Mark D. Gagne
                                     7438 Andover Way
                                     Hudson, Ohio  44236

           If to the Company:        Clarus Corporation
                                     3970 Johns Creek Court
                                     Suwanee, Georgia 30024
                                     Attention: Chief Executive Officer

or to such other address as may hereafter be designated by either party hereto.
All such notices shall be deemed given on the date received.

     17.  Definitions.  As used in this Agreement, the following terms shall
          -----------
have the following meanings:

          (a)  "Cause."

               (i)   The Employee's repeated failure to perform (other than by
          reason of disability), or gross negligence in the performance of, his
          material duties and responsibilities hereunder and the continuance of
          such failure or negligence for a period of thirty (30) days after
          notice to the Employee;

               (ii)  Material breach by the Employee of any provision of this
          Agreement or any other written agreement between the Employee and the
          Company or any of its affiliates; and

               (iii) Other conduct by the Employee that involves a material
          violation of law or breach of fiduciary obligation on the part of the
          Employee or is otherwise materially harmful to the business,
          interests, reputation or prospects of the Company or any of its
          affiliates.

                                       7
<PAGE>

          (b)  "Change of Control" shall have the meaning set forth in the Stock
Option Agreement, which for convenience, is duplicated below:

               For the purposes herein, a "Change of Control" shall be deemed to
          have occurred on the earliest of the following dates:

               (i)   The date any entity or person shall have become the
          beneficial owner of, or shall have obtained voting control over, (X)
          fifty-one percent (51%) or more of the outstanding Common Stock of the
          Company if the Company's stock is not then registered with the SEC and
          publicly traded or (Y) forty percent (40%) or more of the outstanding
          Common Stock of the Company if the Company has consummated its initial
          public offering;

               (ii)  The date the stockholders of the Company approve a
          definitive agreement (A) to merge or consolidate the Company with or
          into another corporation, in which the Company is not the continuing
          or surviving corporation or pursuant to which any shares of Common
          Stock of the Company would be converted into cash, securities or other
          property of another corporation, other than (X) a merger or
          consolidation of the Company in which holders of Common Stock
          immediately prior to the merger or consolidation have the same
          proportionate ownership of Common Stock of the surviving corporation
          immediately after the merger as immediately before and (Y) a merger or
          consolidation of the Company in which holders of Common Stock
          immediately prior to the merger or consolidation continue to own at
          least a majority of the combined voting securities of the Company (or
          the surviving entity) outstanding immediately after such merger or
          consolidation, or (B) to sell or otherwise dispose of all or
          substantially all the assets of the Company; or

               (iii) The date there shall have been a change in a majority of
          the Board of Directors of the Company within a 12-month period unless
          the nomination for election by the Company's stockholders of each new
          director was approved by the vote of two-thirds of the directors then
          still in office who were in office at the beginning of the 12-month
          period.

          (c)  "Company Property."  All property, including, without limitation,
real, personal, tangible or intangible, including all computer programs,
electronic data, educational or instructional materials, inventions,
Confidential Information, Trade Secrets, facilities, trade names, logos,
patents, copyrights and all tangible materials and supplies (whether originals
or duplicates and including, but not in any way limited to, computer diskettes,
brochures, materials, sample products, video tape cassettes, film, catalogs,
books, records, manuals, sales presentation literature, training materials,
calling or business cards, customer records, customer files, customer names,
addresses and phone numbers, directives, correspondence, documents, contracts,
orders, messages, memoranda, notes, circulars, agreements, bulletins, invoices
and receipts), which in any way pertain to the Company's business, whether
furnished to Employee

                                       8
<PAGE>

by the Company or prepared, compiled or acquired by Employee while employed by
the Company, all being the sole property of the Company.

          (d) "Confidential Information." All information or material regarding
the Company's business that has or could have commercial value or other utility
in the business in which the Company is engaged or contemplates engaging, or
information which if disclosed without authorization could be detrimental to the
business of the Company, including, but not limited to, its business plans,
marketing plans, methods of operation, products, software programs,
documentation of computer programs, programming procedures, algorithms,
formulas, equipment, techniques, existing and contemplated services, inventions,
systems, devices (whether or not patentable), financial information and
practices, plans, pricing, selling and marketing techniques, proposals or bids
for actual or potential customers, names, addresses and phone numbers of the
Company's customers, credit information and financial data of the Company and
the Company's customers, particular business requirements of the Company's
customers, and special methods and processes involved in designing, producing
and selling the Company's products and services, all shall be deemed
Confidential Information and the Company's exclusive property; provided,
however, that Confidential Information shall not include information that has
entered the public domain other than through the actions of Employee.
Confidential Information shall also include the foregoing types of information
with respect to all affiliates of the Company.

          (e) "Customer."  Customer means any customer or prospective customer
of the Company with whom Employee had Material Contact during the twelve (12)
months immediately preceding the termination of the Employee's employment with
the Company.

          (f) "Material Contact."  Material Contact means interaction between
the Employee and the customer or potential customer which takes place in an
effort to further the business relationship, and shall be deemed to exist
between the Employee and each customer or potential customer of the Company with
whom the Employee dealt; whose dealings with the Company were coordinated or
supervised by the Employee; or about whom the Employee obtained and used
confidential information in the ordinary course of business as a result of such
Employee's association with the Company.

          (g) "Trade Secrets."  All information, including, but not limited to,
technical or non-technical data, formulas, patterns, programs, devices, methods,
processes, financial data, product plans or a list of actual or potential
customers or suppliers, which derives economic value from not being generally
known and which is the subject of reasonable efforts by the Company to maintain
its secrecy.

                                       9
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have hereunto affixed their hands
and seals as of the date first above written.

                                    THE COMPANY:

                                    CLARUS CORPORATION


                                    By: /s/ Stephen P. Jeffery
                                        ----------------------------------------
                                        Stephen P. Jeffery, President and CEO



                                    EMPLOYEE:

                                    /s/ Mark D. Gagne
                                    --------------------------------------------
                                    Mark D. Gagne


                                       10
<PAGE>

                                  EXHIBIT "A"
                                  -----------



Employee's Management Business Objectives are defined as performance by the
Employee of the duties customary to the Employee's position and status, as
requested by the Chief Executive Officer of the Company in conjunction with the
business strategy and objectives of the Company.

                                       11
<PAGE>

                                  EXHIBIT "B"
                                  -----------

                           Relocation Expense Payment

HOME ASSISTANCE EXPENSE TO INCLUDE:

 .  Real estate brokers commission for Employee's home at 7438 Andover Way,
   Hudson Ohio
 .  Closing costs to include all expenses incurred for the sale of Gagne home at
   7438 Andover Way, Hudson Ohio

HOME BUYING ASSISTANCE EXPENSES TO INCLUDE:

 .  House hunting trips/expenses including lodging, meals, baby-sitting, laundry,
   telephone, transportation, etc.. for Employee and family
 .  Home buying expenses, including legal fees, loan application fees, loan
   origination fees, state transfer taxes, home inspection fees, pre-purchase
   property appraisal, escrow fees, radon-testing and any other actual expenses
   incurred in conjunction with the purchase of a new home

RELOCATION EXPENSES TO INCLUDE:

 .  Family relocation epenses or air travel, rental car, hotel or motel and meals
 .  Transportation of household goods, pickup and delivery, packing and
   unpacking,
 .  Transportation of automobiles
 .  Any miscellaneous expenses incurred as a result of Employee's move to
   Suwanee, Georgia area

                                       12
<PAGE>

                                  EXHIBIT "C"
                                  -----------

             List of Competitors Pursuant to Section 5 of Agreement


          Name:                       Address:
          ----                        -------

1.   Ariba Corporation          1565 Charleston Road
                                Mountain View, CA 94043

                                And

                                600 Northpark Town Center
                                1200 Abernathy Road
                                Atlanta, GA 30328

2.   Commerce One               CarrAmerica Corporate Center
                                Buildings #1 & #4
                                4440 Rosewood Drive
                                Pleasanton, CA 94588

3.   Purchase Pro               3291 North Buffalo Drive
                                Las Vegas, Nevada 89129


Printed Name of Employee:

Mark D. Gagne

/s/ Mark D. Gagne
- -----------------------------
Signature of Employee

Date:  January 13, 2000


CLARUS CORPORATION


By:  /s/ Stephen P. Jeffery
     ------------------------
     Stephen P. Jeffery,
     Chief Executive Officer

Date:  January 13, 2000

                                       13
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