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<SEC-DOCUMENT>/in/edgar/work/20000731/0000931763-00-001789/0000931763-00-001789.txt : 20000921
<SEC-HEADER>0000931763-00-001789.hdr.sgml : 20000921
ACCESSION NUMBER:		0000931763-00-001789
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
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:	333-42604
			FILM NUMBER:		682024
</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>STOCK INCENTIVE PLAN OF CLARUS CORPORATION
<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>

                            STOCK INCENTIVE PLAN OF
                              CLARUS CORPORATION
               (As Amended and Restated Effective June 13, 2000)
        (Formerly, the 1998 Stock Incentive Plan of Clarus Corporation)
        ---------------------------------------------------------------
                           (Full title of the plan)
                                  ___________

                            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)

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------

                                     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   1,511,351 shares    $39.64      $59,909,954   $15,816.23
- --------------------------------------------------------------------------------
</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 (formerly SQL
Financials International, Inc.) (the "Company") with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), 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 30, 2000, and April 28, 2000, 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, respectively;

               (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 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.

               This Registration Statement on Form S-8 is being filed in
connection with the registration by the Company with the Commission of 1,511,351
additional shares issuable pursuant to the Stock Incentive Plan of Clarus
Corporation, as amended and restated effective June 13, 2000 (formerly, the 1998
Stock Incentive Plan of Clarus Corporation) (the "Plan").

               Pursuant to General Instruction E to Form S-8, the contents of
the Company's Registration Statement on Form S-8 (File No. 333-59193), filed
with the Commission on July 16, 1998, and Registration Statement on Form S-8
(File No. 333-79565), filed with the Commission on May 28, 1999, relating to
shares issuable under the Plan are incorporated by reference in this
Registration Statement on Form S-8.

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

                                      II-1
<PAGE>

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 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      Stock Incentive Plan of Clarus Corporation, as amended and restated
             effective June 13, 2000.

                                      II-2
<PAGE>

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;

               (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 of
July, 2000.


                            CLARUS CORPORATION

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


                               POWER OF ATTORNEY

     Each of the undersigned, being a director and/or officer of Clarus
Corporation (the "Company"), hereby nominates, constitutes and appoints Stephen
P. Jeffery and Mark D. Gagne, or any one of them severally, to be his true and
lawful attorney-in-fact and agent and to sign in his name and on his behalf in
any and all capacities stated below, and to file with the Securities and
Exchange Commission (the "Commission"), a Registration Statement on Form S-8
(the "Registration Statement") relating to the issuance of certain shares of the
common stock, $.0001 par value, of the Company (the "Common Stock") in
connection with the Stock Incentive Plan of Clarus Corporation, as amended and
restated, and to file any and all amendments, including post-effective
amendments, to the Registration Statement, making such changes in the
Registration Statement as such attorney-in-fact and agent deems appropriate, and
generally to do all such things on his behalf in any and all capacities stated
below to enable the Company to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Commission.

     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, President      July 27, 2000
- ------------------------------------------
          Stephen P. Jeffery                   (Principal Executive Officer) and Director

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

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

                                      II-4
<PAGE>

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

          /s/ Norman N. Behar                  Director                                          July 27, 2000
- ------------------------------------------
           Norman N. Behar
</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      Stock Incentive Plan of Clarus Corporation, as amended and restated
             effective June 13, 2000.
</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

              [WOMBLE CARLYLE SANDRIDGE & RICE, PLLC LETTERHEAD]

                                 July 27, 2000

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

       Re:    Registration Statement on Form S-8 with respect to the Stock
              Incentive Plan of Clarus Corporation (As Amended and Restated
              Effective June 13, 2000)

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 an aggregate of 1,511,351 shares of its common stock, no par value (the
"Shares"), which are proposed to be offered and sold pursuant to the Stock
Incentive Plan of Clarus Corporation, as amended and restated effective June 13,
2000 (formerly, the 1998 Stock Incentive Plan of Clarus Corporation) (the
"Plan"), and pursuant to the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed 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 Plan
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
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 ANDERSEN 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
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>STOCK INCENTIVE PLAN
<TEXT>

<PAGE>


                                                                    EXHIBIT 99

                             STOCK INCENTIVE PLAN

                                      OF

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

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



1.   Purpose

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

2.   Administration of the Plan

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

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

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

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

3.   Effective Date

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

4.   Shares of Stock Subject to the Plan

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

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

                                       2
<PAGE>

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

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

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

5.   Eligibility

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

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

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

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

6.   Options

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

                                       3
<PAGE>

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

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

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

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

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

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

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

                                       4
<PAGE>

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

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

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

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

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

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

                                       5
<PAGE>

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

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

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

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

                                       6
<PAGE>

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

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

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

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

          (d)  Nontransferability of Options

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

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

                                       7
<PAGE>

7.   Stock Appreciation Rights

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

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

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

     (d)  Exercise of SARs:

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

                                       8
<PAGE>

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

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

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

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

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

     (g)  Nontransferability:

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

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

8.   Grant and Earning of Restricted Awards

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

                                       9
<PAGE>

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

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

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

     (d)  Nontransferability:

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

                                       10
<PAGE>

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

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

9.   Withholding

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

10.  Performance-Based Compensation

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

11.  Section 16(b) Compliance

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

12.  No Right or Obligation of Continued Employment or Service

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

                                       11
<PAGE>

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

13.  Unfunded Plan; Retirement Plans

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

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

14.  Amendment and Termination of the Plan

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

15.  Restrictions on Awards and Shares

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

16.  Applicable Law

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

                                       12
<PAGE>

17.  Stockholder Approval

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

18.  Change of Control

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

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

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

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

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

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

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

                                       13
<PAGE>

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

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

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

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

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

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

                                       14
<PAGE>

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

19.  Certain Definitions

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

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

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

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

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

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

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

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

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

                                       15
<PAGE>

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


                                    CLARUS CORPORATION


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

Attest:


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

[Corporate Seal]

                                       16
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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