-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 NJoslZuVYEhVHg8c/5vWYaSgmal1UvtoEjPyPgTAy3cE6mJ1p4oS4PHWps82G7BV
 EMLCFKGhTSuMdAmfY0QbnQ==

<SEC-DOCUMENT>/in/edgar/work/20000731/0000931763-00-001788/0000931763-00-001788.txt : 20000921
<SEC-HEADER>0000931763-00-001788.hdr.sgml : 20000921
ACCESSION NUMBER:		0000931763-00-001788
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20000731
EFFECTIVENESS DATE:		20000731

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:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-42602
			FILM NUMBER:		682022
</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>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>EMPLOYEE STOCK PURCHASE PLAN
<TEXT>

<PAGE>

                             _____________________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             _____________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                             _____________________


                              CLARUS CORPORATION
         ------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                  <C>                                                  <C>
                                            3970 Johns Creek Court, Suite 100
          DELAWARE                                Suwanee, Georgia 30024                          58-1972600
- --------------------------------     ------------------------------------------------     --------------------------
 (State or other jurisdiction of         (Address of principal executive offices)              (I.R.S. Employer
incorporation or organization)                                                              Identification Number)
</TABLE>


                         EMPLOYEE STOCK PURCHASE PLAN
                             OF CLARUS CORPORATION
                               (750,000 Shares)

                      GLOBAL EMPLOYEE STOCK PURCHASE PLAN
                             OF CLARUS CORPORATION
                               (250,000 Shares)
                        -------------------------------
                           (Full title of the plans)

                                  ___________

                            Mr. Stephen P. Jeffery
                            Chairman, President and
                            Chief Executive Officer
                              Clarus Corporation
                       3970 Johns Creek Court, Suite 100
                            Suwanee, Georgia 30024
                                (770) 291-3900
                        ------------------------------
           (Name, address and telephone number, including area code,
                             of agent for service)


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------

                                      Proposed         Proposed
Title of                              maximum          maximum
securities          Amount            offering         aggregate        Amount of
to be               to be             price            offering         registration
registered          registered        per share(1)     price(1)         fee(1)
- ------------------  ----------        ------------     ------------     --------------
<S>                 <C>               <C>              <C>              <C>
Common Stock,
$.0001 par value    1,000,000 shares     $39.64        $39,640,000       $10,464.96

- ---------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 457(c), based on the average ($39.64) of the high
     ($42.03) and low ($37.25) sales prices of the registrant's common stock
     on July 26, 2000, as reported on the Nasdaq National Market.

                                _______________
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
- ------   ---------------------------------------

               The following documents filed by Clarus Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:

               (a)  The Company's Annual Report on Form 10-K and Form 10-K/A for
     the fiscal year ended December 31, 1999, filed with the Commission on March
     20, 2000, and April 28, respectively;

               (b)  The Company's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 2000, filed with the Commission on May 15, 2000;

               (c)  The Company's Current Reports on Form 8-K, filed with the
     Commission on January 6, 2000, March 20, 2000, June 12, 2000 and June 13,
     2000;

               (d)  The description of the Company's Common Stock, $.0001 par
     value, contained in the Company's Registration Statement on Form 8-A filed
     pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), including any amendment or report filed for
     the purpose of updating such description; and

               (e)  All other reports filed pursuant to Section 13(a) or 15(d)
     of the Exchange Act since the date of the document referred to in (a),
     above.

               All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.

Item 4.  Description of Securities.
- ------   -------------------------

               Not applicable.

Item 5.  Interests of Named Experts and Counsel.
- ------   --------------------------------------

               The legality of the securities offered hereby has been passed
upon by the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the
Company. Members of the firm hold approximately 3,000 shares of Common Stock.

Item 6. Indemnification of Directors and Officers.
- ------  -----------------------------------------

               The Restated Bylaws of the Company (the "Restated Bylaws") and
the Restated Certificate of Incorporation (the "Restated Certificate") of the
Company provide that the directors and officers of the Company shall be
indemnified by the Company to the fullest extent authorized by Delaware law, as
it now exists or may in the future be amended, against all expenses and
liabilities reasonably incurred in connection with service for or on behalf of
the Company. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers and controlling persons of the Company pursuant to the
Restated Bylaws, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. The Company has obtained insurance which insures
the directors and officers of the Company against certain losses and which
insures the Company against certain of its obligations to indemnify such
directors and officers. In addition, the Restated Certificate of the Company
provides that the directors of the Company will not be personally liable for
monetary damages to the Company for breaches of their fiduciary duty as
directors, unless they violated their duty of loyalty to the Company or its
stockholders, acted in bad faith, knowingly or intentionally violated the law,
authorized illegal dividends or redemptions or derived an improper personal
benefit from their action as directors. Such limitations of personal liability
under the Delaware Business Corporation law do not apply to liabilities arising
out of certain violations of the federal securities laws. While non-monetary
relief such as injunctive relief, specific performance

                                      II-1
<PAGE>

and other equitable remedies may be available to the Company, such relief may be
difficult to obtain or, if obtained, may not adequately compensate the Company
for its damages.

               There is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company where indemnification by the
Company will be required or permitted. The Company is not aware of any
threatened litigation or proceeding that might result in a claim for such
indemnification.

Item 7.  Exemption from Registration Claimed.
- ------   -----------------------------------

               Not applicable.

Item 8.  Exhibits.
- ------   --------

               The following exhibits are filed as a part of this Registration
Statement:

         Number    Description
         ------    -----------

         4.1       Amended and Restated Certificate of Incorporation of the
                   Company, which is incorporated by reference to Exhibit 3.1 of
                   the Company's Registration Statement on Form S-1 (File No.
                   333-46685), filed with the Commission on February 23, 1998.

         4.2       Amendment to Amended and Restated Certificate of
                   Incorporation of the Company.

         4.3       Amended and Restated Bylaws of the Company, which are
                   incorporated by reference to Exhibit 3.2 of the Company's
                   Registration Statement on Form S-1 (File No. 333-46685),
                   filed with the Commission on February 23, 1998.

         5         Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
                   legality of the Common Stock being registered.

         23.1      Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
                   contained in its opinion filed as Exhibit 5.

         23.2      Consent of Arthur Andersen LLP.

         24        Power of Attorney (included in the signature page to this
                   Registration Statement).

         99.1      Employee Stock Purchase Plan of Clarus Corporation.

         99.2      Global Employee Stock Purchase Plan of Clarus Corporation.

Item 9.  Undertakings.
- ------   ------------

(a)      The Company hereby undertakes:

         (1)   To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

                    (i)   To include any prospectus required by Section 10(a)(3)
                          of the Securities Act;

                    (ii)  To reflect in the prospectus any facts or events
                          arising after the effective date of the Registration
                          Statement (or the most recent post-effective amendment
                          thereof) which, individually or in the aggregate,
                          represent a fundamental change in the information set
                          forth in the Registration Statement;

                                      II-2
<PAGE>

                    (iii)  To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the Registration Statement or any material change to
                           such information in the Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     --------  -------
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the Company pursuant to Section 13 or Section 15(d) of
     the Exchange Act that are incorporated by reference in the Registration
     Statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

(b)  The Company hereby undertakes that, for purposes of determining any
     liability under the Securities Act, each filing of the Company's annual
     report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
     is incorporated by reference in the Registration Statement shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Company pursuant to the foregoing provisions, or otherwise, the Company has
     been advised that in the opinion of the Commission such indemnification is
     against public policy as expressed in the Securities Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against such
     liabilities (other than the payment by the Company of expenses incurred or
     paid by a director, officer or controlling person of the Company in the
     successful defense of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with the securities
     being registered, the Company will, unless in the opinion of its counsel
     the matter has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against public policy as expressed in the Securities Act and will be
     governed by the final adjudication of such issue.

                                      II-3
<PAGE>

                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Clarus
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Suwanee, State of Georgia, on this 27th day of
July, 2000.

                             CLARUS CORPORATION


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


                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears on the signature pages to this Registration Statement hereby constitutes
and appoints Stephen P. Jeffery and Mark D. Gagne, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned, and in his name, place and stead, in any
and all capacities to sign any and all amendments, including post-effective
amendments, exhibits thereto and other documents in connection therewith, to
this Registration Statement on Form S-8, to make such changes in the
Registration Statement as such attorneys-in-fact deems appropriate, and to file
the same, with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents and each of them, full power and authority to do so and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
                   Signature                                              Title                                   Date
                   ---------                                              -----                                   ----
<S>                                                                       <C>                                     <C>
           /s/ Stephen P. Jeffery                            Chairman, Chief Executive Officer (Principal        July 27, 2000
- --------------------------------------------------
Stephen P. Jeffery                                           Executive Officer);
                                                             President and Director



           /s/ Mark D. Gagne                                 Chief Operating Officer and                         July 27, 2000
- --------------------------------------------------
Mark D. Gagne                                                Chief Financial Officer (Principal
                                                             Financial and Accounting Officer)


           /s/ Donald L. House                               Director                                            July 27, 2000
- --------------------------------------------------
Donald L. House


           /s/ Tench Coxe                                    Director                                            July 27, 2000
- --------------------------------------------------
Tench Coxe
</TABLE>

                                      II-4
<PAGE>

<TABLE>
<S>                                                         <C>                                                  <C>
           /s/ Said Mohammadioun                            Director                                             July 27, 2000
- --------------------------------------------------
Said Mohammadioun


           /s/ Norman N. Behar
- --------------------------------------------------          Director                                             July 27, 2000
Norman N. Behar


           /s/ Mark A. Johnson
- --------------------------------------------------          Director                                             July 27, 2000
Mark A. Johnson
</TABLE>

                                      II-5
<PAGE>

                                 EXHIBIT INDEX
                                      to
                     Registration Statement on Form S-8 of
                              Clarus Corporation


     Number    Description
     ------    -----------

     4.1       Amended and Restated Certificate of Incorporation of the Company,
               which is incorporated by reference to Exhibit 3.1 of the
               Company's Registration Statement on Form S-1 (File No. 333-
               46685), filed with the Commission February 23, 1998.

     4.2       Amendment to Amended and Restated Certificate of Incorporation of
               the Company.

     4.3       Amended and Restated Bylaws of the Company, which are
               incorporated by reference to Exhibit 3.2 of the Company's
               Registration Statement on Form S-1 (File No. 333-46685), filed
               with the Commission on February 23, 1998.

     5         Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
               legality of the Common Stock being registered.

     23.1      Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
               contained in its opinion filed as Exhibit 5.

     23.2      Consent of Arthur Andersen LLP.

     24        Power of Attorney (included in the signature page to this
               Registration Statement).

     99.1      Employee Stock Purchase Plan of Clarus Corporation.

     99.2      Global Employee Stock Purchase Plan of Clarus Corporation.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDMENT TO CERTIFICATE OF INCORPORATION
<TEXT>

<PAGE>

                                                                     EXHIBIT 4.2

                          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-5
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>OPINION OF WOMBLE CARLYLE SANDRIDGE & RICE
<TEXT>

<PAGE>

                                                                       EXHIBIT 5
             [LETTERHEAD OF WOMBLE CARLYLE SANDRIDGE & RICE PLLC]

                                 July 27, 2000

Clarus Corporation
3950 Johns Creek Court, Suite 100
Suwanee, Georgia 30024

          Re:  Registration Statement on Form S-8 Relating to (1) Employee Stock
               Purchase Plan of Clarus Corporation and (2) Global Employee Stock
               Purchase Plan of Clarus Corporation

Ladies and Gentlemen:

          We have served as counsel for Clarus Corporation (the "Company") in
connection with its registration under the Securities Act of 1933, as amended,
of (1) 750,000 shares of its common stock, $.0001 par value (the "Common
Stock"), which are proposed to be offered and sold pursuant to the Employee
Stock Purchase Plan of Clarus Corporation (the "423 Plan") and (2) 250,000
shares of its Common Stock, which are proposed to be offered and sold pursuant
to the Global Employee Stock Purchase Plan of Clarus Corporation (the "Global
Plan") (the 423 Plan and the Global Plan being also referred to herein
individually as a "Plan" and collectively as the "Plans").  The 750,000 shares
issuable under the 423 Plan and the 250,000 shares issuable under the Global
Plan are referred to herein collectively as the "Shares."  The Company is filing
today a Registration Statement on Form S-8 (the "Registration Statement") with
the Securities and Exchange Commission (the "Commission") with respect to the
Shares.

          We have reviewed the Company's articles of incorporation and bylaws,
each as amended to date, and have examined the originals, or copies certified or
otherwise identified to our satisfaction, of corporate records of the Company,
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company, statutes
and other instruments and documents, as a basis for the opinions hereinafter
expressed.  In rendering this opinion, we have relied upon certificates of
public officials and officers of the Company with respect to the accuracy of the
factual matters contained in such certificates.  We also have reviewed the Plans
and the Registration Statement.

          In connection with such review, we have assumed with your permission
(1) the genuineness of all signatures; (2) the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified or photostatic copies; and (3) the proper
issuance and accuracy of certificates of public officials and officers and
agents of the Company.  In rendering opinions as to future events, we have
assumed the facts and law existing on the date hereof.

          Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized and, when issued and paid for in accordance with the
terms of the respective Plan, will be validly issued, fully paid and
nonassessable.

          This opinion is limited to the laws of the State of Delaware. This
opinion is rendered as of the date hereof, and we undertake no obligation to
advise you of any changes in applicable law or any other matters that may come
to our attention after the date hereof.

          We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement.  In giving this consent, we do not
admit that we are within the category of persons whose consent is required by
Section 7 of the Securities Act, or other rules and regulations of the
Commission thereunder.

                              WOMBLE CARLYLE SANDRIDGE & RICE
                              A Professional Limited Liability Company

                              By:     /s/ Elizabeth O. Derrick
                                 ----------------------------------------
                                 Elizabeth O. Derrick, Member

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSON LLP
<TEXT>

<PAGE>

                                                                    EXhibit 23.2

                   CONSENT OF INDEPENDENT PUBLIC ACCOUTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 28, 2000
included in Clarus Corporation (formerly SQL Financials International, Inc.) and
Subsidiaries Form 10-K for the year ended December 31, 1999 and to all
references to our Firm included in this registration statement.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
July 26, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EMPLOYEE STOCK PURCHASE PLAN OF CLARUS
<TEXT>

<PAGE>

                                                                    EXHIBIT 99.1

                         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-99.2
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>GLOBAL EMPLOYEE STOCK PURCHASE OLAN
<TEXT>

<PAGE>

                                                                    EXHIBIT 99.2














                      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>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
