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<SEC-DOCUMENT>/in/edgar/work/20000731/0000931763-00-001790/0000931763-00-001790.txt : 20000921
<SEC-HEADER>0000931763-00-001790.hdr.sgml : 20000921
ACCESSION NUMBER:		0000931763-00-001790
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:	333-42606
			FILM NUMBER:		682025
</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 OPTION AGREEMENT
<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 OPTION AGREEMENTS BETWEEN
                            CLARUS CORPORATION AND
             CERTAIN OFFICERS AND EMPLOYEES 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)



                        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)
- ------------------  ----------  ------------------  --------------  ------------

Common Stock,
$.0001 par value      336,687     $29.50 - $44.85     $12,525,012     $3,306.61


(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) and based on the option prices under the terms
     of the individual option agreements which are the subject of this
     Registration Statement.

                                _______________
<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 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 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

                                      II-1
<PAGE>

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.

          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        Form of Stock Option Agreement between the Company and
                    Certain Officers and Employees of the Company.

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 (the "Company") 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

     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 certain stock option agreements between the Company and certain
officers and employees of the Company, 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
- -----------------------------------------   (Principal Executive Officer) and Director        July 27, 2000
Stephen P. Jeffery

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

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

/s/ Tench Coxe
- -----------------------------------------
Tench Coxe                                  Director                                          July 27, 2000

/s/ Said Mohammadioun
- -----------------------------------------
Said Mohammadioun                           Director                                          July 27, 2000

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

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

                                      II-4
<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        Form of Stock Option Agreement between the Company and Certain
               Officers and Employees of the Company.
</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>

              [Womble Carlyle Sandridge & Rice, PLLC Letterhead]

                                                                       EXHIBIT 5


                                 July 27, 2000

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

          Re:  Certain Stock Option Agreements between Clarus Corporation and
               Certain Officers and Employees of Clarus Corporation

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 336,687 shares of its common stock, $.0001 par value (the
"Shares"), which are proposed to be offered and sold pursuant to certain stock
option agreements between the Company and certain officers and employees of the
Company (individually, an "Agreement," and collectively, the "Agreements").  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
Agreements 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 Agreement, 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>FORM OF STOCK OPTION AGREEMENT
<TEXT>

<PAGE>

                                                                    EXHIBIT 99

                             STOCK INCENTIVE PLAN
                                      OF
                              CLARUS CORPORATION

                            Stock Option Agreement
                                  (Employees)


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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

                                       2

<PAGE>

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

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

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

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

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

                                           CLARUS CORPORATION


                                           By: _________________________________
                                           Name:  ______________________________
                                           Title:  _____________________________
Attest:


__________________________________
Secretary

[Corporate Seal]
                                           PARTICIPANT


                                           _______________________________(SEAL)

                                       3

<PAGE>

                             STOCK INCENTIVE PLAN
                                      OF
                              CLARUS CORPORATION

                            Stock Option Agreement
                                  (Employees)


                                  SCHEDULE A



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



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

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