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<SEC-DOCUMENT>/in/edgar/work/20000613/0000931763-00-001531/0000931763-00-001531.txt : 20000919
<SEC-HEADER>0000931763-00-001531.hdr.sgml : 20000919
ACCESSION NUMBER:		0000931763-00-001531
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20000531
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20000613

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:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	000-24277
			FILM NUMBER:		654299
</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>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


 Date of report: June 13, 2000 (Date of Earliest Event Reported: May 31, 2000)



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


<TABLE>
<S>                                 <C>                       <C>
            Delaware                       0-24277                         58-1972600
(State or other jurisdiction of    (Commission File No.)     (IRS Employer Identification No.)
incorporation or organization)
</TABLE>


                            3970 Johns Creek Court
                                   Suite 100
                            Suwanee, Georgia 30024
         (Address of principal executive offices, including zip code)
                                (770) 291-3900
             (Registrant's telephone number, including area code)



                       (Former name or Former Address if
                          Changed Since Last Report)

================================================================================
<PAGE>

ITEM 2.  Acquisition or Disposition of Assets

      On May 31, 2000, Clarus Corporation ("Clarus") acquired all of the
outstanding capital stock of SAI (Ireland) Limited, SAI Recruitment Limited,
i2Mobile.com Limited and SAI America Limited (the "Companies") pursuant to a
Stock Purchase Agreement dated May 31, 2000, between Clarus, the Companies and
the Companies' shareholders, a copy of which is attached to this current report
as Exhibit 2.1. As a result of these acquisitions, each of the Companies became
a wholly-owned subsidiary of Clarus. As consideration for the acquisition of the
Companies, Clarus issued 1,148,000 shares of its common stock and paid an
aggregate of $13.68 million in cash to the Companies' shareholders. Clarus used
a portion of the proceeds it received from its recent follow-on offering to pay
the cash portion of the consideration. In connection with the acquisition,
Clarus assumed the Software Architects International Limited Stock Incentive
Plan (the "Plan"), a copy of which is attached to this current report as Exhibit
2.2, and all options granted under it. An amendment to the Plan is attached to
this current report as Exhibit 2.3. On May 31, 2000, Clarus issued a press
release announcing the acquisition of the Companies, a copy of which is attached
to this current report as Exhibit 99.1. Prior to the acquisition, Clarus entered
into a Patent License Agreement with SAI (Ireland) Limited and paid a one-time
license fee of $15,000,000 in connection therewith. A copy of the Patent License
Agreement is attached to this current report as Exhibit 10.1.

ITEM 7.  Financial Statements And Exhibits

      (a)   Financial Statements of Business Acquired

At the present time, it is impractical to provide the financial statements of
the business acquired as required by Article 11 of Regulation S-X and this Item
7 of Form 8-K.  Clarus will file such financial statements under cover of a Form
8-K/A as soon as practicable, but not later than August 14, 2000 (60 days after
this Report is required to be filed).

      (b)   Pro Forma financial information

At the present time, it is impractical to provide the pro forma financial
information relative to the acquisition as required by Article 11 of
Regulation S-X and this Item 7 of Form 8-K.  Clarus will file such pro forma
financial information under cover of a Form 8-K/A as soon as practicable, but
not later than August 14, 2000 (60 days after this Report is required to be
filed).

      (c)   Exhibits
            --------

      2.1      Stock Purchase Agreement dated May 31, 2000 by and among Clarus
               Corporation, SAI (Ireland) Limited, SAI Recruitment Limited,
               i2Mobile.com Limited, SAI America Limited (the "Companies") and
               the shareholders of the Companies.
      2.2      Software Architects International Limited Stock Incentive Plan.
      2.3      2000 Declaration of Amendment to Software Architects
               International Limited Stock Incentive Plan.
      10.1     Patent License Agreement.
      99.1     Press Release.
<PAGE>

                                   SIGNATURE

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


                              CLARUS CORPORATION


Date: June 13, 2000                 /s/ Mark D. Gagne
                              ----------------------------------------------
                              MARK D. GAGNE
                              Chief Operating Officer and Chief Financial
                              Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>

<PAGE>

                                                          Exhibit 2.1




                            STOCK PURCHASE AGREEMENT

                                  BY AND AMONG

                             SAI (IRELAND) LIMITED,
                            SAI RECRUITMENT LIMITED,
                             i2MOBILE.COM LIMITED,
                                      AND
                              SAI AMERICA LIMITED
                              (the "COMPANIES "),

                       THE SHAREHOLDERS OF THE COMPANIES
                                (the "SELLERS")

                                      AND

                               CLARUS CORPORATION
                                   ("BUYER")
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

                                                                         Page
                                                                         ----
ARTICLE 1       DEFINITIONS.............................................   1

ARTICLE 2       PURCHASE AND SALE OF SHARES.............................   6
                2.1  Purchase and Sale..................................   6
                2.2  Purchase Price.....................................   6
                2.3  Ancillary Agreements...............................   7
                2.4  Assumption of Option Plan..........................   7

ARTICLE 3       REPRESENTATIONS AND WARRANTIES CONCERNING SELLERS.......   7
                3.1  Investment Intent..................................   7
                3.2  Legend.............................................   8
                3.3  Disclosure Memorandum..............................   8
                3.4  Authority of Sellers...............................   8
                3.5  No Conflict or Breach..............................   8
                3.6  Share Ownership....................................   9

ARTICLE 4       REPRESENTATIONS AND WARRANTIES CONCERNING COMPANY.......   9

ARTICLE 5       REPRESENTATIONS AND WARRANTIES OF BUYER.................   9
                5.1  Organization and Good Standing.....................   9
                5.2  Authority..........................................   9
                5.3  No Conflict or Breach..............................  10
                5.4  Governmental Approvals.............................  10
                5.5  Brokers............................................  10

ARTICLE 6       COVENANTS OF SELLERS AND EACH COMPANY...................  10
                6.1  Access and Information.............................  10
                6.2  Tax Matters........................................  10
                6.3  Sellers' Release...................................  11

ARTICLE 7       MUTUAL COVENANTS........................................  12
                7.1  Best Efforts.......................................  12
                7.2  Confidentiality....................................  12
                7.3  No Other Solicitations.............................  13
                7.4  SFADCO Consent.....................................  13


ARTICLE 8       CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS.............  13
                8.1  Representations and Warranties.....................  13
                8.2  Compliance with Covenants..........................  13
                8.3  Absence of Litigation..............................  14
                8.4  Absence of Change..................................  14
                8.5  Consents and Approvals.............................  14
                8.6  Removal of Encumbrances............................  14
                8.7  No Claim Regarding Shares..........................  14

ARTICLE 9       CONDITIONS PRECEDENT TO SELLERS' OBLIGATIONS............  14
                9.1  Representations and Warranties.....................  14
<PAGE>

                9.2  Compliance with Covenants..........................  15
                9.3  Absence of Litigation..............................  15
                9.4  Consents and Approvals.............................  15

ARTICLE 10     CLOSING..................................................  15
               10.1  Closing............................................  15
               10.2  Deliveries by Sellers..............................  15
               10.3  Deliveries by Buyer................................  16
               10.4  Capital Contribution...............................  16
               10.5  Further Assurances.................................  17

ARTICLE 11     INDEMNIFICATION..........................................  17
               11.1  Indemnification by Sellers and the Company.........  17
               11.2  Tax Indemnification................................  17
               11.3  Indemnification by Buyer...........................  17
               11.4  Notice of Claim....................................  18
               11.5  Defense............................................  18
               11.6  Limitations........................................  19

ARTICLE 12     TERMINATION..............................................  19
               12.1  Termination........................................  19
               12.2  Effect on Obligations..............................  19

ARTICLE 13     MISCELLANEOUS............................................  20
               13.1  Survival of Representations........................  20
               13.2  Expenses...........................................  20
               13.3  Publicity..........................................  20
               13.4  Best Efforts.......................................  20
               13.5  Designation and Appointment........................  21
               13.6  Notices............................................  21
               13.7  Counterparts.......................................  22
               13.8  Assignment.........................................  22
               13.9  Third Party Beneficiaries..........................  22
              13.10  Headings...........................................  22
              13.11  Recitals...........................................  22
              13.12  Amendments.........................................  22
              13.13  Specific Performance...............................  23
              13.14  Governing Law......................................  23
              13.15  Jurisdiction; Service of Process...................  23
              13.16  Remedies...........................................  23
              13.17  Severability.......................................  23
              13.18  Entire Agreement...................................  23
              13.19  Construction.......................................  24
              13.20  Time of Essence....................................  24
              13.21  Waiver.............................................  24
<PAGE>

          EXHIBITS


Exhibit "A"           Employment Agreement
Exhibit "B"           Noncompetition Agreement
Exhibit "C"           Registration Rights Agreement
Exhibit "D"           Post-Closing Escrow Agreement
Exhibit "E"           Legal Opinion of Counsel to Sellers
Exhibit "F"           Representations and Warranties
Exhibit "G"           Representations and Warranties Related to U.S. entities
Exhibit "H"           Designation of Sellers' Agent
<PAGE>

                            STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (together with all Schedules and Exhibits, this
"Agreement"), dated as of May 31, 2000, is entered into by and among Richard
O'Donnell and Christopher J. Byrne, both residents of Ireland and the
individuals listed on Schedule I hereto (collectively, Mr. O'Donnell, Mr. Byrne
and such individuals are referred to as "Sellers" and, individually, a
"Seller"), SAI (IRELAND) LIMITED, SAI RECRUITMENT LIMITED, i2MOBILE.COM LIMITED,
and SAI AMERICA LIMITED, each a limited company incorporated under the laws of
Ireland, and CLARUS CORPORATION, a Delaware corporation ("Buyer").  SAI
(IRELAND) LIMITED, SAI RECRUITMENT LIMITED, i2MOBILE.COM LIMITED, and SAI
AMERICA LIMITED corporation, are individually referred to herein as a "Company"
and collectively as the "Companies" (which term shall also include each
Subsidiary unless otherwise specified).

                              STATEMENT OF PURPOSE

Sellers are the beneficial and registered owners of all of the issued share
capital of SAI (Ireland) Limited.  The Principal Sellers are the beneficial and
registered owners of SAI Recruitment Limited, i2Mobile.com Limited, and SAI
America Limited.  SAI America LLC is a wholly owned subsidiary of SAI America
Limited, and Software Architects International Limited and Redeo Technologies,
Inc. are each wholly owned subsidiaries of SAI (Ireland) Limited. Sellers desire
to sell, and Buyer desires to buy, the outstanding capital stock of the
Companies  on the terms and conditions set forth in this Agreement.

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

                                   ARTICLE 1
                                  DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings
specified or referred to in this Article 1:

   "Accounts"                     shall mean for each Company (i) the audited
                                  balance sheet as at the Accounting Date, (ii)
                                  the audited profit and loss account for the
                                  period ended on the Accounting Date and (iii)
                                  the internally prepared balance sheet and
                                  profit and loss statement for each full month
                                  following the Accounting Date, including in
                                  respect of (i) and (ii) only, the directors
                                  and auditor's reports and notes thereto.

   "Accounting Date"              shall mean December 31, 1999.

   "Ancillary Agreements"         the agreements referred to herein which are
                                  executed by a party hereto and delivered at
                                  Closing.

   "Best Efforts"                 the efforts that a prudent person desirous of
                                  achieving a result would use in similar
                                  circumstances to ensure that such result is
                                  achieved as expeditiously as possible.


   "Buyer"                        as defined in the first paragraph of this
                                  Agreement.
<PAGE>

   "Buyer Stock"                  Common Stock of the Buyer, par value $.0001
                                  per share.

   "Closing"                      the consummation of the purchase and sale of
                                  the Shares by the Sellers to the Buyer.

   "Closing Date"                 the date and time as of which the Closing
                                  actually takes place.

   "Company" or "Companies"       as defined in the first paragraph of this
                                  Agreement.

   "Contemplated Transactions"    all of the transactions contemplated by this
                                  Agreement, including:

                                  (a)  the sale of the Shares by the Sellers to
                                       Buyer;
                                  (b)  the payment of the Purchase Price by
                                       Buyer to Sellers;
                                  (c)  the performance by Buyer, Sellers and the
                                       Companies of their respective covenants
                                       and obligations under this Agreement; and
                                  (d)  the execution, delivery and performance
                                       of the Ancillary Agreements

   "Documents"                    shall mean this Agreement and all Ancillary
                                  Agreements.

   "Employment Agreements"        Employment Agreements in the form attached
                                  hereto as Exhibit "A", between Software
                                            -----------
                                  Architects International Limited and each
                                  Principal Seller.

   "Encumbrance"                  any charge, claim, community property
                                  interest, condition, equitable interest, lien,
                                  option, pledge, security interest, mortgage,
                                  right of first refusal, title retention,
                                  encumbrance or restriction of any kind,
                                  including any restriction on use, voting,
                                  transfer, receipt of income, or exercise of
                                  any other attribute of ownership.

   "Environmental Law"            any Legal Requirement that requires or
                                  relates to:

                                  (a)  advising appropriate authorities,
                                       employees, and the public of intended or
                                       actual releases of pollutants or
                                       hazardous substances or materials,
                                       violations of discharge limits, or other
                                       prohibitions and of the commencements of
                                       activities, such as resource extraction
                                       or construction, that could have
                                       significant impact on the environment;
                                  (b)  preventing or reducing to acceptable
                                       levels the release of pollutants or
                                       hazardous substances or materials into
                                       the environment;
                                  (c)  reducing the quantities, preventing the
                                       release, or minimizing the hazardous
                                       characteristics of wastes that are
                                       generated;
                                  (d)  assuring that products are designed,
                                       formulated, packaged, and used so that
                                       they do not present unreasonable risks to
                                       human health or the environment when used
                                       or disposed of;
                                  (e)  protecting resources, species, or
                                       ecological amenities;

                                       2
<PAGE>

                                  (f)  reducing to acceptable levels the risks
                                       inherent in the transportation of
                                       hazardous substances, pollutants, oil, or
                                       other potentially harmful substances;
                                  (g)  cleaning up pollutants that have been
                                       released, preventing the threat of
                                       release, or paying the costs of such
                                       clean up or prevention; or
                                  (h)  making responsible parties pay private
                                       parties, or groups of them, for damages
                                       done to their health or the environment,
                                       or permitting self-appointed
                                       representatives of the public interest to
                                       recover for injuries done to public
                                       assets

   "Governmental Authority"       means any:

                                  (a)  nation, state, county, city, town,
                                       village, district, or other jurisdiction
                                       of any nature;
                                  (b)  federal, state, local, municipal,
                                       foreign, or other government;
                                  (c)  governmental or quasi-governmental
                                       authority of any nature (including any
                                       governmental agency, branch, department,
                                       official, or entity and any court or
                                       other tribunal);
                                  (d)  multi-national organization or body; or
                                  (e)  body exercising, or entitled to exercise,
                                       any administrative, executive, judicial,
                                       legislative, police, regulatory, or
                                       taxing authority or power of any nature.
   "Hazardous Materials"          any waste or other substance that is listed,
                                  defined, designated, or classified as, or
                                  otherwise determined to be, hazardous,
                                  radioactive, or toxic or a pollutant or a
                                  contaminant under or pursuant to any
                                  Environmental Law, including any admixture or
                                  solution thereof, and specifically including
                                  petroleum and all derivatives thereof or
                                  synthetic substitutes therefor and asbestos or
                                  asbestos-containing materials.

   "Intellectual Property"        "Intellectual Property" shall mean each of the
                                  following owned or used by any or all of the
                                  Companies and all goodwill associated
                                  therewith:

                                  (i)   the names "SAI" and "Software Architects
                                        International," "i2Mobile", "Redeo,"
                                        "Redeo Technologies" and all derivatives
                                        thereof, all fictional business names,
                                        logos, trading names, URL addresses,
                                        registered and unregistered trademarks,
                                        service marks, and applications for any
                                        of the foregoing (collectively,
                                        "Marks");

                                  (ii)  all patents, patent applications, and
                                        all inventions and discoveries created
                                        prior to or in existence as of the
                                        Closing Date that may be patentable,
                                        including all applications therefor and
                                        reissues, divisions, renewals, and
                                        continuations thereof (collectively,
                                        "Patents");

                                       3
<PAGE>

                                  (iii) all copyrights and any copyrighted
                                        materials in both published works and
                                        unpublished works created prior to or in
                                        existence as of the Closing Date;

                                  (iv)  all software products, including the
                                        object and source code thereof, and all
                                        software under development, whether for
                                        internal use or licensing to third
                                        parties ("Software"); and

                                  (v)   all know-how, inventions, trade secrets,
                                        confidential information, customer
                                        lists, software, technical information,
                                        data, process technology, plans,
                                        drawings, and blue prints (collectively,
                                        "Trade Secrets"); owned, used, or
                                        licensed by any Company as licensee or
                                        licensor.

   "Knowledge"                    an individual will be deemed to have
                                  "Knowledge" of a particular fact or other
                                  matter if:

                                  (a)   such individual is actually aware of
                                        such fact or other matter; or
                                  (b)   a prudent individual could be expected
                                        to discover or otherwise become aware of
                                        such fact or other matter in the course
                                        of conducting a reasonably comprehensive
                                        investigation concerning the existence
                                        of such fact or other matter.

                                  A person (other than an individual) will be
                                  deemed to have "Knowledge" of a particular
                                  fact or other matter if any individual who is
                                  serving, or who has at any time served, as a
                                  director, officer, partner, executor, or
                                  trustee of such person (or in any similar
                                  capacity) has, or at any time had, Knowledge
                                  of such fact or other matter.

   "Legal Requirement"            any federal, national. state, local,
                                  municipal, foreign, international,
                                  multinational, or other administrative order,
                                  constitution, law, ordinance, principle of
                                  common law, regulation, statute, or treaty.

   "Marks"                        as defined under "Intellectual Property"
                                  definition.

   "Noncompetition
   Agreements"                    Noncompetition Agreements in the form attached
                                  hereto as Exhibit "B" to be executed and
                                            -----------
                                  delivered to the Buyer by each Seller.

   "Ordinary Course of
   Business"                      an action taken by a person will be deemed to
                                  have been taken in the "Ordinary Course of
                                  Business" only if:

                                  (a)  such action is consistent with the past
                                       practices of such person and is taken in
                                       the ordinary course of the normal day-to-
                                       day operations of such person;

                                       4
<PAGE>

                                  (b)  such action is not required to be
                                       authorized by the board of directors of
                                       such person (or by any person or group of
                                       persons exercising similar authority);
                                       and

                                  (c)  such action is similar in nature and
                                       magnitude to actions customarily taken,
                                       without any authorization by the board of
                                       directors (or by any person or group of
                                       persons exercising similar authority), in
                                       the ordinary course of the normal day-to-
                                       day operations of other persons that are
                                       in the same line of business as such
                                       person.

   "Patents"                      as defined under "Intellectual Property"
                                  definition.

   "Post-Closing Escrow
   Agreement"                     the Escrow Agreement in the form attached as
                                  Exhibit "D" hereto.
                                  -----------

   "Principal Sellers"            collectively, Christopher J. Byrne and Richard
                                  O'Donnell, residents of Ireland.

   "Purchase Price"               as defined in Section 2.2.

   "Registration Rights
   Agreement"                     the Registration Rights Agreement in the form
                                  attached hereto as Exhibit "C".
                                                     -----------

   "Sellers"                      as defined in the first paragraph of this
                                  Agreement.

   "Sellers' Agent                as defined in Section 13.5 of this Agreement.

   "Shares"                       collectively, the issued share capital of each
                                  of the Companies.

   "Software"                     as defined under "Intellectual Property"
                                  definition.

   "Subsidiary"                   each entity owned in whole or in part by
                                  either of the Companies including without
                                  limitation, Software Architects International
                                  Limited, an Irish incorporated limited
                                  liability company, wholly owned by SAI
                                  (Ireland) Limited, Redeo Technologies, Inc., a
                                  Delaware corporation, wholly owned by SAI
                                  (Ireland) Limited, and SAI America LLC, a
                                  limited liability company under the laws of
                                  Delaware, wholly owned by SAI America Limited.

   "Tax"                          all forms of taxation and includes (without
                                  limiting the generality of the foregoing)
                                  sales tax, corporation tax, advance
                                  corporation tax ("ACT"), capital gains tax,
                                  development land tax, rates, water rates,
                                  capital transfer tax, inheritance tax, capital
                                  acquisitions tax, value added tax, income tax,
                                  employment related tax, dividend withholding
                                  tax, pay related social insurance or national
                                  insurance contributions, amounts due under the
                                  PAYE or PRSI system, income or other levies,
                                  customs and excise duties, any other import
                                  duties, stamp duty, stamp duty reserve tax,
                                  companies capital duty and all other taxes,
                                  rates, levies, duties or other fiscal
                                  impositions of

                                       5
<PAGE>

                                  any kind whatsoever, whether imposed by
                                  government, municipal or local authority or
                                  otherwise, or other sums payable in respect of
                                  Tax (including in particular but without
                                  derogating from the generality of the
                                  foregoing any interest, fine, charge,
                                  surcharge or penalty) whether arising under
                                  the laws of Ireland, or United States, or
                                  those of any other jurisdiction and whether
                                  incurred as principal, agent, trustee or
                                  indemnitor and regardless of whether such
                                  taxes, penalties, charges, levies, surcharges
                                  and interest as are directly or primarily
                                  chargeable against or attributable to any of
                                  the Companies or any other person, firm or
                                  company or for which any of the Companies is
                                  or may be held liable.

                                   ARTICLE 2
                          PURCHASE AND SALE OF SHARES

2.1  Purchase and Sale.

     Sellers agree to sell to Buyer, and Buyer agrees to buy from Sellers, at
     the Closing all, and not less than all, of the Shares free and clear of all
     Encumbrances together with all rights of any nature whatsoever now or after
     the date of this Agreement attaching or accruing to them.

2.2  Purchase Price.

     The aggregate purchase price to be paid for the Shares shall be Thirteen
     Million Six Hundred Eighty Thousand US Dollars (US$13,680,000) plus One
     Million One Hundred Thirty Eight Thousand Five Hundred Twenty (1,148,000)
     shares of the Buyer Stock (the "Purchase Price").  The Purchase Price shall
     be allocated among the Companies and further allocated among the Sellers in
     proportion to their respective holdings of the Shares, with each Seller to
     receive the cash amount and number of shares of Buyer Stock set forth
     opposite such Seller's name on Schedule  2.2.1.
                                    ---------------

     The Purchase Price shall be payable as follows:  (a) US$13,680,000 shall be
     paid on the Closing Date, by wire transfer of US$11,622,852 to Brian
     O'Donnell & Partners for the benefit of each Seller other than Jon
     Erickson, and the sum of US$2,057,148 shall be paid by wire transfer to the
     account of Jon Erickson; (b) 1,038,000 shares of the Buyer Stock issued to
     the Sellers shall be delivered to the Sellers' Agent at Closing, and (c)
     110,000 shares of the Buyer Stock issued to the Principal Sellers shall be
     delivered by the Buyer to U.S. Bank Trust National Association, who shall
     hold such shares in escrow for a period of 18 months following the Closing
     Date in accordance with the Post-Closing Escrow Agreement, which will be
     executed and delivered at the Closing.

     The parties acknowledge that the Purchase Price has been calculated, in
     part, based upon the Purchaser's expectation that the trade payables of the
     Companies as of May 31, 2000 shall not exceed IR(Pounds)200,000.  Sellers
     shall cause consolidated Accounts of the Companies as of May 31, 2000 to be
     prepared and submitted to Buyer not later than June 21, 2000.  Each
     Principal Seller warrants to the Buyer that such Accounts shall be true,
     correct and complete in all respects of said date.  To the extent the
     trades payables as reflected on such May 31, 2000 consolidated Accounts
     exceed IR(Pounds)200,000 then each Seller agrees promptly to reimburse ( as
     a Purchase Price adjustment) to the Buyer (or such of the Companies as
     Buyer shall nominate) in cash, the amount of such excess, if any.

                                       6
<PAGE>

2.3  Ancillary Agreements.

     In order to ensure to Buyer the full benefits of the Companies, each Seller
     will execute and deliver to the Buyer at the Closing a Noncompetition
     Agreement.  The Buyer has agreed to provide each Seller with certain rights
     with respect to the registration and resale of their shares of Buyer Stock
     issued hereunder, as set forth in the Registration Rights Agreement to be
     delivered by the Buyer to the Sellers at Closing.  In addition, each
     Principal Seller will enter into an Employment Agreement simultaneously
     with the Closing.

2.4  Assumption of Option Plan

     At Closing, Buyer will assume the Software Architects International Limited
     Stock Incentive Plan and all options that have been granted thereunder (an
     "SAI Option"); provided that each option holder shall have executed and
     delivered to the Buyer prior to the Closing a waiver of any change of
     control or accelerated vesting of such options as a result of the
     Contemplated Transactions.  Principal Sellers represent and warrant that
     options for a total of 163,200 shares of capital stock have been granted
     under such plan through the Closing Date to the persons and in the amounts
     set forth on Schedule 2.4. From and after the Closing, each SAI Option
                  ------------
     assumed by Buyer may be exercised solely for shares of Buyer Stock; the
     number of shares of Buyer Stock subject to such SAI Option shall be equal
     to the number of shares of stock of Software Architects International
     Limited available to be purchased thereunder, converted into Buyer Stock on
     a one-for-one basis; the vesting schedule set forth in the SAI Option shall
     remain in effect, without any acceleration thereof resulting from the
     Contemplated Transactions; and the per share exercise price as set forth in
     the SAI Option shall be the per share exercise price for the Buyer Stock.

                                   ARTICLE 3
               REPRESENTATIONS AND WARRANTIES CONCERNING SELLERS

Each Seller, individually and not jointly, represents and warrants to Buyer,
with respect to himself, as follows:

3.1  Investment Intent.

     The Sellers understand that the shares of Buyer Stock to be issued to the
     Sellers have not been registered under United States securities laws in
     reliance on an exemption for transactions not involving a public offering
     and in reliance on similar exemptions under applicable state securities
     laws.  Each Seller is acquiring the shares of Buyer Stock for his or her
     own account, for investment purposes only and not with a view to sale or
     distribution thereof, in whole or in part. No Seller will sell or otherwise
     transfer any shares of Buyer Stock unless (a) a registration statement
     under federal and/or state securities laws with respect to such securities
     shall then be in effect, or (b) the availability of exemptions from
     registration under federal and/or state securities laws with respect to
     such transaction shall be established to the satisfaction of the Buyer, or
     (c) it is established to the satisfaction of the Buyer that such
     transaction is otherwise in compliance with federal and/or state securities
     laws. Each Seller acknowledges that the shares of Buyer Stock were not
     offered and sold to the Seller by means of any form of general solicitation
     or general advertising, or publicly disseminated advertisements or sales
     literature. Each Seller represents and warrants that his principal
     residence or place of business, as the case may be, is located within the
     Republic of Ireland, other than Jon Erickson, who is a California resident,
     and Vico Limited, which is an Irish corporation.

3.2  Legend.

                                       7
<PAGE>

     Each Seller understands that all certificates representing the Buyer Stock,
     or any replacements therefor, will bear a legend substantially in the
     following form:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE UNITED STATES FEDERAL AND STATE SECURITIES LAWS AND ARE BEING
     OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
     REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS OF THE UNITED STATES.
     THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED,
     SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN A
     TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN
     COMPLIANCE WITH THE UNITED STATES FEDERAL AND STATE SECURITIES LAWS, AS TO
     WHICH THE ISSUER HAS RECEIVED SUCH ASSURANCES AS THE ISSUER MAY REQUEST,
     WHICH MAY INCLUDE, A SATISFACTORY OPINION OF ITS COUNSEL.

3.3  Disclosure Memorandum.

     Each Seller acknowledges receipt of Buyer's Disclosure Memorandum,
     including certain documents previously filed by Buyer with the US
     Securities and Exchange Commission, and that such Seller has had the
     opportunity to ask questions of and receive additional information
     concerning the Buyer and the Buyer Stock as such Seller has deemed
     necessary in connection with his agreement to sell the Shares to the Buyer
     for the Purchase Price set forth herein, which includes in part, shares of
     the Buyer Stock.

3.4  Authority of Sellers.

     Each Seller has full power and authority to execute, deliver and perform
     this Agreement and the Ancillary Agreements to which it is a party and to
     consummate the Contemplated Transactions. This Agreement has been duly
     executed and delivered by each Seller, and the Ancillary Agreements, when
     executed and delivered, will be duly executed and delivered by each such
     Seller, and each such agreement is, or upon execution and delivery will be,
     a valid and binding obligation of each Seller, enforceable against each
     Seller in accordance with its terms.

3.5  No Conflict or Breach.

     The execution, delivery and performance of this Agreement and consummation
     of the Contemplated Transactions do not and will not (a) conflict with or
     constitute a violation of any law, statute, judgment or regulation of any
     legislative body, court, administrative agency, Governmental Authority or
     arbitrator applicable to any Seller, or (b) constitute or cause a breach or
     violation of any covenant, agreement or obligation binding upon any Seller
     or affecting any of his properties.

3.6  Share Ownership.

     Each Seller is the owner, beneficially and of record, of all right, title
     and interest in and to the number of issued and outstanding Shares set
     forth opposite his name on Schedule 2.2.1.  Each Seller has, and will have
                                --------------
     at the Closing, good and marketable title to all such shares and the
     absolute right to sell, assign and transfer the same to Buyer, free and
     clear of all Encumbrances.  No Seller is party to any option, warrant,
     right, contract, call, put or other agreement or

                                       8
<PAGE>

     commitment providing for the disposition or acquisition of any of the
     Shares (other than this Agreement). No Seller is party to any voting trust,
     proxy or other agreement or understanding with respect to any of the
     Shares.

                                   ARTICLE 4
            REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES

Principal Sellers jointly and severally, represent and warrant to Buyer that
each of the representations and warranties set forth on Exhibit F hereto is true
                                                        ---------
and correct, subject only to the specific items set forth on the Schedules
referenced in Exhibit F.
              ---------
In addition, Principal Sellers and Jon Erickson, a California resident, jointly
and severally represent and warrant to Buyer that each of the additional
representations and warranties set forth on Exhibit G is true and correct with
                                            ---------
respect to Redeo Technologies, Inc. For purposes of the warranties set forth on
Exhibit G with respect to Redeo Technologies, Inc., the term "Principal Sellers"
- ---------
shall include Jon Erickson.  The Principal Sellers further jointly and severally
represent and warrant to Buyer that each of the representations and warranties
set forth on Exhibit G is true and correct with respect to SAI America, LLC,
             ---------
subject only to the specific items set forth on the Schedules referenced on
Exhibit G.
- ---------

                                   ARTICLE 5
                    REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Sellers and the Companies as follows:

5.1  Organization and Good Standing.

     Buyer is a corporation duly organized, validly existing and in good
     standing under the laws of the State of Delaware.

5.2  Authority.

     Buyer has the requisite corporate power and authority to execute, deliver
     and perform this Agreement and any Ancillary Agreement to which it is a
     party, and to consummate the Contemplated Transactions required to be
     performed by the Buyer.  The execution, delivery and performance of this
     Agreement and the Ancillary Agreements to which the Buyer is a party, and
     the consummation of the Contemplated Transactions to be performed by the
     Buyer, have been duly and validly authorized by all necessary corporate
     action on the part of Buyer.  This Agreement and the Ancillary Agreements
     to be executed by the Buyer at the Closing has been or will be, duly
     executed and delivered by Buyer and each constitutes, or will constitute
     when executed and delivered, a valid and binding obligation of Buyer,
     enforceable against Buyer in accordance with its terms, subject to
     bankruptcy, insolvency, reorganization, moratorium and similar laws
     affecting the rights and remedies of creditors, and subject to the further
     qualification that the remedy of specific performance or injunctive relief
     is discretionary with the court before which any proceeding therefor may be
     brought.

5.3  No Conflict or Breach.

     The execution, delivery and performance of this Agreement  and the
     Ancillary Agreements to which the Buyer is a party, do not and will not (a)
     conflict with or constitute a violation of the Certificate of Incorporation
     or Bylaws of Buyer; or (b) conflict with or constitute a violation of any
     Legal Requirement applicable to or relating to Buyer.

                                       9
<PAGE>

5.4  Governmental Approvals.

     No consent, approval, authorization, registration or filing with any
     federal, state or local judicial or governmental authority or
     administrative agency is required in connection with the valid execution
     and delivery by Buyer of this Agreement, the Ancillary Agreements to which
     it is a party, or the consummation by Buyer of the Contemplated
     Transactions to be performed  by Buyer.

5.5  Brokers.

     No finder, broker, agent or other intermediary has acted for or on behalf
     of Buyer in connection with the transactions contemplated by this
     Agreement, and there are no claims for any brokerage commission, finder's
     fee or similar payment due from Buyer.

                                   ARTICLE 6
                     COVENANTS OF SELLERS AND EACH COMPANY

Sellers and each Company, jointly and severally, covenant and agree with Buyer
as follows:

6.1  Access and Information.

     Principal Sellers and each Company shall permit Buyer and its counsel,
     accountants and other representatives full access during normal business
     hours to all the properties, assets, books, records, agreements and other
     documents of each Company.  Principal Sellers and each Company shall
     furnish to Buyer and its representatives all information concerning each
     Company as Buyer may reasonably request.  Principal Sellers and each
     Company shall permit and facilitate communications between Buyer and each
     Company's suppliers, customers, landlords and other persons having
     relationships with the Company.

6.2  Tax Matters.

     (a)  Section 338 Election.  Each Seller agrees, if so directed by Buyer, to
          --------------------
          join with Buyer in making an election under Section 338 of the
          Internal Revenue Code (and any corresponding elections under state,
          local or foreign tax law) with respect to the purchase and sale of the
          Shares.

     (b)  Tax Periods Ending On or Before the Closing Date.  Buyer shall prepare
          ------------------------------------------------
          or cause to be prepared and file or cause to be filed all Tax Returns
          for each of the Companies for all periods ending on or prior to the
          Closing Date which are to be filed after the Closing Date, other than
          income Tax Returns with respect to periods for which a consolidated,
          unitary or combined income Tax Return of Sellers will include the
          operations of the Companies.   Sellers shall reimburse Buyer for Taxes
          of each Company with respect to such periods within fifteen (15) days
          after payment by Buyer or each Company of such Taxes to the extent
          such Taxes are not reflected in the reserve for Taxes (excluding any
          reserve for deferred Taxes established to reflect timing differences
          between book and Tax income) shown on the April 30, 2000 balance
          sheet.

    (c)   Tax Periods Beginning Before and Ending After the Closing Date.  Buyer
          --------------------------------------------------------------
          shall prepare or cause to be prepared and file or cause to be filed
          any Tax Returns of each Company for Tax periods which begin before the
          Closing Date and end after the Closing Date. Sellers

                                       10
<PAGE>

          shall pay to Buyer within fifteen (15) days after the date on which
          Taxes are paid which relate to the period from the beginning of such
          Tax period to the Closing Date to the extent such Taxes are not
          reflected in the reserve for Taxes (excluding any reserve for deferred
          Taxes established to reflect timing differences between book and Tax
          income) shown on the face of the April 30, 2000 balance sheet.

     (d)  Cooperation on Tax Matters.  Buyer, the Companies and Sellers shall
          --------------------------
          cooperate fully, as and to the extent reasonably requested by the
          other party, in connection with the filing of Tax Returns pursuant to
          this Section and any audit, litigation or other proceeding with
          respect to Taxes.  Such cooperation shall include the retention and
          (upon the other party's request) the provision of records and
          information which are reasonably relevant to any such audit,
          litigation or other proceeding and making employees available on a
          mutually convenient basis to provide additional information and
          explanation of any material provided hereunder.

     (e)  Tax Sharing Agreements.  All tax sharing agreements or similar
          ----------------------
          agreements with respect to or involving either Company shall be
          terminated as of the Closing Date and, after the Closing Date, the
          Companies shall not be bound thereby or have any liability thereunder.

     (f)  Stamp Taxes.  All stamp taxes required to register the transfer of the
          -----------
          Shares shall be paid by Buyer when due.

6.3  Sellers' Release.

     Effective as of the Closing Date, each Seller, on behalf of himself and his
     heirs, successors and assigns, hereby fully, completely and forever
     releases and discharges Buyer and each of the Companies, and each of their
     respective individual, joint or mutual, past or present representatives,
     accountants, agents, affiliates, attorneys, stockholders, controlling
     persons, officers, directors, employees, subsidiaries, successors and
     assigns (individually, a "Releasee" and collectively, "Releasees") from any
     and all claims, demands, causes of action, orders, obligations, contracts,
     agreements, debts and liabilities whatsoever, whether known or unknown,
     suspected or unsuspected, both at law and in equity ("Claims"), which
     Seller now has, has ever had or may hereafter have against any one or more
     of the Releasees arising on, at, or any time prior to the Closing Date on
     account of or arising out of any matter, cause, event, circumstance or
     condition occurring or existing contemporaneously with or at any time prior
     to the Closing Date, including, but not limited to:

               (i)   any and all Claims arising out of or related to Seller's
                     ownership of capital stock of the Companies,

               (ii)  any and all Claims for reimbursement from any of the
                     Companies, whether pursuant to the Company's Articles of
                     Association, Articles of Incorporation, Bylaws, Memorandum
                     of Association, contracts or otherwise;

               (iii) any and all Claims for payment for any rent, notes due, or
                     other indebtedness of any of the Companies to Seller (other
                     than the notes payable by SAI (Ireland) Limited to the
                     Principal Sellers in the aggregate principal amount of
                     $1,320,000);

               (iv)  any and all Claims for compensation or other payment
                     arising out of Seller's status as an employee, officer,
                     director, shareholder, owner, agent,

                                       11
<PAGE>

                     representative, independent contractor, consultant or
                     affiliate of the Companies; and

               (v)   any and all Claims relating to or arising out of any
                     inventions, discoveries, patents, copyrights, trade
                     secrets, know how, works, derivative works, documentation,
                     computer programs, computer codes and all other proprietary
                     rights of the Companies.

       The parties acknowledge that the foregoing release is not intended to
release any claims Seller may have against the Buyer arising out of any breach
of this Agreement by Buyer or act or event occurring after the Closing Date.
Each Seller hereby irrevocably covenants to refrain from, directly or
indirectly, asserting any claim or demand, or commencing, instituting or causing
to be commenced, any proceeding of any kind against any Releasee, based upon any
matter released or purported to be released hereby.

                                   ARTICLE 7
                                MUTUAL COVENANTS

Each of Buyer, Sellers and the Companies covenants and agrees with the other as
follows:

7.1  Best Efforts.

     Each of Buyer, Sellers and the Companies shall use its Best Efforts to make
     or obtain all consents, registrations and filings with all Governmental
     Authorities as are required in connection with the consummation of the
     Contemplated Transactions. In addition, Principal Sellers shall use their
     Best Efforts to obtain as promptly as possible all other consents required
     by Sellers or the Companies to consummate the Contemplated Transactions.

7.2  Confidentiality.

     In recognition of the confidential nature of certain of the information
     which will be provided to each party by the others, each of Buyer, Sellers
     and each Company agrees to retain in confidence, and to require its
     directors, officers, employees, consultants, professional representatives
     and agents (collectively, its "Representatives") to retain in confidence
     all  information transmitted or disclosed to it by another party to this
     Agreement, and further agrees that it will not use for its own benefit and
     will not use or disclose to any third party, or permit the use or
     disclosure to any third party of, any information obtained from or revealed
     by the other, except that each of Buyer, Sellers and the Companies may
     disclose the information to those of its Representatives who need the
     information for the proper performance of their assigned duties with
     respect to the consummation of the transactions contemplated by this
     Agreement.  In making such information available to its Representatives,
     each of Buyer, Sellers and the Companies shall take any and all precautions
     necessary to ensure that its Representatives use the information only as
     permitted by this Agreement.

     Notwithstanding anything to the contrary in the foregoing provisions, such
     information may be disclosed (a) where it is necessary to any regulatory
     authorities or governmental agencies; (b) if it is required by court order
     or decree or applicable law; (c) if it is ascertainable or obtained from
     public or published information; (d) if it is received from a third party
     not known to the recipient to be under an obligation to keep such
     information confidential; or (e) if the recipient can demonstrate that such
     information was in its possession prior to disclosure of the information in
     connection with this Agreement.  If any party shall be required to make
     disclosure of any such

                                       12
<PAGE>

     information by operation of law, such disclosing party shall give the party
     from whom such information was received prior notice of the making of such
     disclosure and shall use all reasonable efforts to afford such other party
     an opportunity to contest the making of such disclosure. In the event that
     the Closing shall not occur, each of Buyer, Sellers and the Companies shall
     immediately deliver, or cause to be delivered, to the party from whom such
     information was received (without retaining any copies) any and all
     documents, statements or other written information obtained from the other
     that contain confidential information. The provisions of this Section 7.2
     shall survive the termination of this Agreement for a period of three years
     or such longer period as such information may be protected as a trade
     secret under applicable law.

7.3  No Other Solicitations.

     Each of the Sellers, the Companies and the Buyer each acknowledge and
     affirm the covenants and agreements made by such parties in that certain
     Agreement dated as of April 21, 2000 between Software Architects
     International Limited and the Buyer with respect to the exclusivity of the
     negotiations concerning the Contemplated Transactions, and acknowledge that
     such agreement shall survive the execution hereof, notwithstanding anything
     to the contrary herein.

7.4  SFADCO Consent

     The Principal Sellers agree to deliver to the Buyer within ten (10) days
     after the date hereof, the written consent of the Shannon Free Airport
     Development Company to the sale of the Shares of the Companies to the
     Buyer.

                                   ARTICLE 8
                  CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

The obligations of Buyer to consummate the transactions contemplated by this
Agreement are subject to the satisfaction of the following conditions on or
before the Closing Date, unless specifically waived in writing by Buyer prior to
the Closing Date:

8.1  Representations and Warranties.

     The representations and warranties of Sellers contained in this Agreement
     shall have been true and correct on the date of this Agreement and shall be
     true and correct on the Closing Date as though made on and as of the
     Closing Date.

8.2  Compliance with Covenants.

     Sellers and each Company shall have duly performed and complied with all
     covenants, agreements and obligations required by this Agreement to be
     performed or complied with by each on or prior to the Closing.

8.3  Absence of Litigation.

     No action or proceeding shall be pending by or before any court or other
     Governmental Authority seeking to restrain, prohibit or invalidate the
     transactions contemplated by this Agreement or which would adversely affect
     the right of Buyer to own the Shares, or to operate or control any of the
     Companies after the Closing Date.

                                       13
<PAGE>

8.4  Absence of Change.

     Between the date of this Agreement and the Closing, no material adverse
     change shall have occurred in the business, assets, operations, prospects
     or financial or other condition of any Company, nor shall there have
     occurred any casualty loss or destruction of, or damage to, any Company's
     assets.

8.5  Consents and Approvals.

     All (a) consents; (b) licenses; (c) other orders or notifications of, or
     registrations, declarations or filings with, or expiration of waiting
     periods imposed by, any applicable governmental or judicial authority; and
     (d) consents, approvals, authorizations or notifications of any other third
     parties, all as required in connection with consummation of the
     transactions contemplated by this Agreement, including the ownership and
     operation of any Company by Buyer, shall have been made or obtained or
     shall have occurred.  Any condition or restriction imposed in connection
     with any of the foregoing shall not have a material adverse effect on the
     Buyer's right to own the Shares, or to operate or control a Company after
     the Closing Date.

8.6  Removal of Encumbrances.

     All Encumbrances shall have been removed, and Principal Sellers and each
     Company shall have provided evidence satisfactory to Buyer of such removal.

8.7  No Claim Regarding Shares.

     No claim shall have been made or threatened that any person or entity
     (other than Sellers) (a) is the holder or beneficial owner of, or has the
     right to acquire or to obtain beneficial ownership of, any of the Shares or
     any other voting, equity or ownership interest in any of  the Companies; or
     (b) is entitled to all or any portion of the Purchase Price.

                                   ARTICLE 9
                  CONDITIONS PRECEDENT TO SELLERS' OBLIGATIONS

The obligations of Sellers to consummate the transactions contemplated by this
Agreement are subject to the satisfaction of each of the following conditions on
or before the Closing Date, unless specifically waived in writing by Sellers
prior to the Closing.

9.1  Representations and Warranties.

     The representations and warranties of Buyer contained in this Agreement
     shall have been true and correct on the date of this Agreement, and shall
     be true and correct on the Closing Date as though made on and as of the
     Closing Date.

9.2  Compliance with Covenants.

     Buyer shall have duly performed and complied with all covenants, agreements
     and obligations required by this Agreement to be performed or complied with
     by it on or before the Closing Date.

                                       14
<PAGE>

9.3  Absence of Litigation.

     No action or proceeding shall be pending by or before any court or other
     governmental body or agency seeking to restrain, prohibit or invalidate the
     transactions contemplated by this Agreement.

9.4  Consents and Approvals.

     All consents required to be obtained by  Buyer to consummate the
     Contemplated Transactions shall have been obtained prior to or at the
     Closing.

                                   ARTICLE 10
                                    CLOSING

10.1  Closing.

     The Closing shall take place at the offices of Womble Carlyle Sandridge &
     Rice, PLLC in Atlanta, Georgia, at 10:00 a.m., local time, on  May 31,
     2000, or such other date as may be mutually agreed upon by the parties to
     this Agreement; provided, however, as follows:  (a) if one or more
     conditions to this Agreement is not satisfied by such date, the party
     benefiting from such condition may elect, in its sole discretion, one or
     more postponements of the Closing for the purpose of enabling such
     condition to be satisfied; and (b) notwithstanding the provisions of the
     preceding clause (a), in no event may the Closing be postponed beyond  June
     15, 2000.

10.2  Deliveries by Sellers.

     At the Closing, Sellers shall deliver or cause to be delivered to Buyer the
     following:

     (a)  duly executed transfers in respect of the Shares in favour of Buyer or
          its nominee(s) together with the share certificates in respect of the
          Shares
     (b)  the Employment Agreements duly executed by each party thereto;
     (c)  the Noncompetition Agreements duly executed by the Sellers;
     (d)  the Registration Rights Agreement duly executed by the Sellers;
     (e)  the Post-Closing Escrow Agreement duly executed by the Principal
          Sellers;
     (f)  a certificate of the Principal Sellers that true, correct and complete
          copies of all bank books, financial and bank records, bookkeeping and
          accounting records, copies of all Tax Returns and amendments to all of
          the foregoing and all other books and records of or relating to each
          Company are located at the premises of the Companies;
     (g)  if Buyer so requests, a duly executed power of attorney in favour of
          Buyer or its nominee(s) generally in respect of the Shares and in
          particular to enable Buyer or its nominee(s) to attend and vote at
          general meetings of the Company;
     (h)  the common seal and all registers, minute books, and other statutory
          books, required to be kept by the Companies pursuant to the Irish
          Companies Acts 1963-1999 or other applicable law made up to the
          Closing Date and all certificates of incorporation and certificates on
          change of name for each Company incorporated in Ireland shall be
          delivered to Arthur Cox, Dublin, and for each U.S. company shall be
          delivered to Womble Carlyle Sandridge & Rice, PLLC.;
     (i)  share certificates in respect of all issued shares in the capital of
          any Subsidiary together with duly executed transfers in blank and
          declarations of trust in respect of all such shares as are
          beneficially owned by but not registered in the name of a Company;

                                       15
<PAGE>

     (j)  a copy of a letter to each Company from its auditors resigning their
          office as such with effect from the Closing Date confirming that it
          has no claims against such Company;
     (k)  letters in the agreed form duly executed under seal from each of the
          present directors and secretary of each Company in each case resigning
          from their respective offices and acknowledging that the writer has no
          claim against the relevant Company for compensation for loss of
          office, redundancy, unfair dismissal or otherwise;
     (l)  copies of all bank mandates of each Company together with copies of
          statements of all bank accounts as at a date not earlier than two
          Business Days before the Closing Date and all credit cards in the name
          of any of the Companies issued to any of the Sellers or the Directors;
     (m)  a copy of all corporate resolutions authorizing the execution,
          delivery and performance of this Agreement by the Companies, and the
          consummation of the transactions contemplated in this Agreement,
          accompanied by the certification of the Secretaries of the Companies
          to the effect that such resolutions are in full force and effect and
          have not been amended, modified or rescinded;
     (n)  the opinion of Sellers' counsel in the form of Exhibit "E" regarding
                                                         -----------
          inapplicability of the Mergers Act to the Contemplated Transactions;
     (o)  good standing certificates from the Secretary of State of the state of
          incorporation or organization of Redeo Technologies Inc. and SAI
          America, LLC, and each of the states in which such entities is
          authorized to do business; and
     (p)  evidence that all required consents, if any, have been obtained or
          satisfied.

10.3  Deliveries by Buyer.

     At the Closing, Buyer shall deliver or cause to be delivered to Sellers
     the following:

     (a)  a copy of all corporate resolutions authorizing the execution,
          delivery and performance of this Agreement and the consummation of the
          transactions contemplated in this Agreement, accompanied by the
          certification of the Secretary of Buyer to the effect that such
          resolutions are in full force and effect and have not been amended,
          modified or rescinded;
     (b)  the cash portion of the Purchase Price as provided in Section 2.2;
     (c)  the Noncompetition Agreements duly executed by the Buyer;
     (d)  the Registration Rights Agreements duly executed by the Buyer;
     (e)  the Post-closing Escrow Agreement duly executed by the Buyer; and
     (f)  the stock portion of the Purchase Price, delivered in part to the
          Sellers' Agent and in part to the escrow agent, as provided in Section
          2.2.

10.4  Capital Contributions.

     Immediately following the Closing, the Buyer shall procure that SAI
     (Ireland) Limited shall pay the amount of US$660,000 to each of the
     Principal Sellers in full satisfaction of indebtedness owed to such parties
     by SAI (Ireland) Limited.

                                       16
<PAGE>

10.5  Further Assurances.

     Sellers shall, at any time on or after the Closing Date, take any and all
     steps requested by Buyer to transfer to Buyer ownership of the Shares, and
     will do, execute, acknowledge and deliver all such further acts, deeds,
     assignments, transfers, conveyances, powers of attorney and assurances as
     may be requested for the more effective transfer to Buyer, or its
     successors or assigns, ownership and operating control of the Companies.

                                   ARTICLE 11
                                INDEMNIFICATION

11.1  Indemnification by Principal Sellers and the Company.

     The Principal Sellers (the "Seller Indemnitors") shall jointly and
     severally indemnify, defend and hold harmless Buyer and its officers,
     directors and affiliates (the "Buyer Indemnitees") from, against and with
     respect to any and all loss, damage, claim, obligation, liability, cost and
     expense (including, without limitation, reasonable attorneys' fees and
     costs and expenses incurred in investigating, preparing, defending against
     or prosecuting any litigation, claim, proceeding or demand), of any kind or
     character (a "Loss"), arising out of or in connection with any of the
     following:

     (a)  any breach of any of the representations or warranties of the Sellers
          or the Principal Sellers contained in this Agreement or any transfer
          instrument or other certificate or document delivered by any of the
          Sellers pursuant to this Agreement; and

     (b)  any failure by any of the Sellers or any of the Companies to perform
          or observe, or to have performed or observed, in full, any covenant,
          agreement, obligation or condition to be performed or observed by such
          party pursuant to this Agreement.

11.2  Tax Indemnification.

     The Seller Indemnitors, jointly and severally, undertake to discharge all
     stamp duty (other than stamp duty owing on the transfer of the shares to
     the Buyer as provided under Section 6.2(f)), and shall indemnify, defend
     and hold harmless Buyer and each of the Companies and their respective
     officers, directors and affiliates from, against and with respect to any
     Tax resulting from the structure of the Contemplated Transactions and any
     Tax resulting from any transaction entered into or action taken by any of
     the Companies prior to the effective time of the Closing, to the extent not
     reserved against in the Accounts of said Company.  Notwithstanding any
     other section of this Agreement, including Section 11.6, the
     indemnification provided for in this Section 11.2 shall not be subject to
     any maximum or minimum dollar limitations, whether related to individual
     claims or in the aggregate, and the Buyer and the Companies shall be
     entitled to recover the full amount of any Loss related hereto.
     Additionally, any amounts paid pursuant to this Section 11.2 shall not
     reduce or count towards the maximum indemnification limitation described in
     Section 11.6.

11.3  Indemnification by Buyer.

     Buyer shall indemnify, defend and hold harmless Sellers (collectively, the
     "Seller Indemnitees") from, against and with respect to any Loss arising
     out of or in connection with any of the following:

                                       17
<PAGE>

     (a)  any breach of any of the representations and warranties of Buyer
          contained in this Agreement; and

     (b)  any failure by Buyer to perform or observe, or to have performed or
          observed, in full, any covenant, agreement or condition to be
          performed or observed by it pursuant to this Agreement.

11.4  Notice of Claim

     Any party seeking to be indemnified hereunder (the "Indemnified Party")
     shall promptly notify the party from whom indemnity is sought (the
     "Indemnity Obligor") in writing of any claim for recovery, specifying in
     reasonable detail the nature of the Loss. The Indemnified Party shall
     provide to the Indemnity Obligor as promptly as practicable thereafter all
     information and documentation reasonably requested by the Indemnity Obligor
     to verify the claim asserted. The failure of the Indemnified Party to
     notify the Indemnity Obligor on a timely basis will not relieve the
     Indemnity Obligor of any liability that it may have to the Indemnified
     Party, except to the extent that the Indemnified Party demonstrates that
     the defense of such action is prejudiced by the Indemnity Obligor's failure
     to give such notice.

11.5  Defense.

     If the facts pertaining to a Loss arise out of the claim of any third
     party, or if there is any claim against a third party available by virtue
     of the circumstances of the Loss, the Indemnity Obligor may, by giving
     written notice to the Indemnified Party within 15 days following its
     receipt of the notice of such claim, elect to assume the defense or the
     prosecution of such claim, including the employment of counsel or
     accountants at its cost and expense. The Indemnified Party shall have the
     right to employ counsel separate from counsel employed by the Indemnity
     Obligor in any such action and to participate in such action, but the fees
     and expenses of such counsel shall be at the Indemnified Party's own
     expense, unless (a) the Indemnity Obligor failed to assume the defense or
     prosecution thereof within such 15-day period; or (b) the Indemnified Party
     determines there is a conflict of interest in the representation by counsel
     selected by the Indemnity Obligor, in which case the fees and expenses of
     counsel selected by the Indemnified Party shall be at the expense of the
     Indemnity Obligor.  If the Indemnity Obligor assumes the defense of a
     proceeding, (i) it will be conclusively established for purposes of the
     Agreement that the claims made in that proceeding are within the scope of
     and subject to indemnification; (ii) no compromise or settlement of such
     claims may be effected by the Indemnity Obligor without the Indemnified
     Party's consent unless (A) there is no finding or admission of any
     violation of applicable laws or any violation of the rights of any person
     and no effect on any other claims that may be made against the Indemnified
     Party, and (B) the sole relief provided is monetary damages that are paid
     in full by the Indemnity Obligor; and (iii) the Indemnified Party will have
     no liability with respect to any compromise or settlement of such claims
     effected without its consent.  Notwithstanding the foregoing, the filing of
     any answer by the Indemnity Obligor in order to preserve the rights of the
     Indemnified Party due to a filing deadline shall not in itself constitute
     its election to assume the defense of a claim hereunder.  Whether or not
     the Indemnity Obligor chooses so to defend or prosecute such claim, all the
     parties to this Agreement shall cooperate in the defense or prosecution of
     such claim and shall furnish such records, information and testimony and
     shall attend such conferences, discovery proceedings and trials as may be
     reasonably requested in connection therewith. The Indemnity Obligor shall
     not be liable for any settlement of any such claim effected without its
     prior written consent, which shall not be unreasonably withheld.

                                       18
<PAGE>

11.6 Limitations

     The maximum aggregate liability of the Seller Indemnitors on the one hand,
     and the Buyer on the other hand, shall not exceed the sum of US$30,000,000
     plus the dollar amount determined by multiplying 1,138,520 (subject to
     ----
     adjustment for any additional shares of Buyer Stock issued by Buyer or
     relinquished by the Principal Sellers pursuant to Section 2.2 above) times
     the closing sales price for the Buyer Stock on the date hereof.  In
     addition, neither the Buyer Indemnitees nor the Seller Indemnitees shall
     make a claim hereunder until the amount of the Loss claimed by such party
     exceeds, individually or collectively with other Losses of such party, the
     sum of Fifty Thousand US Dollars (US$50,000).  The intent of the parties is
     to establish an initial threshold of $50,000 for the making of an initial
     claim or claims by a party hereto in order to avoid the administration of
     non-material claims.  For clarity, the parties also acknowledge that the
     initial $50,000 threshold is not intended to be a deductible amount, but
     once a claim or claims in the aggregate equal the sum of $50,000, such
     party shall be entitled to recover the full amount thereof.

                                   ARTICLE 12
                                  TERMINATION

12.1  Termination.

     This Agreement may be terminated at any time prior to the Closing:

     (a)  By the mutual written consent of Sellers and Buyer;

     (b)  By Sellers and each Company (if Sellers and each Company are not then
          in breach of any term of this Agreement), if Buyer shall (i) fail to
          perform or observe any covenant, agreement or condition contained in
          this Agreement required to be performed or observed on or prior to the
          Closing Date; or (ii) breach any of its representations or warranties
          contained in this Agreement, which failure or breach is not cured to
          the Sellers' satisfaction within ten days after Sellers have notified
          Buyer of their intent to terminate this Agreement pursuant to this
          subparagraph;

     (c)  By Buyer (if Buyer is not then in breach of any term of this
          Agreement), if Sellers and the Companies shall (i) fail to perform or
          observe any covenant, agreement or condition contained in this
          Agreement required to be performed or observed by any or all of them
          on or prior to the Closing Date; or (ii) breach any of their
          representations or warranties contained in this Agreement, which
          failure or breach is not cured to the Buyer's satisfaction within ten
          days after Buyer has notified Sellers of its intent to terminate this
          Agreement pursuant to this subparagraph; or

     (d)  By Sellers and the Companies or by Buyer, if there shall be any order,
          writ, injunction or decree of any court or governmental or regulatory
          agency binding on Sellers or the Companies, or on Buyer, which
          prohibits or restrains any party from consummating the transactions
          contemplated by this Agreement.

12.2  Effect on Obligations.

     Termination of this Agreement pursuant to this Article shall terminate all
     obligations of the parties hereunder, except for the obligations under this
     Section 12.2 and Sections 13.2 (with respect to expenses), 13.3 (with
     respect to publicity), 7.2 (with respect to confidentiality) and 7.3

                                       19
<PAGE>

     (with respect to exclusivity); provided, however, that termination pursuant
     to subparagraphs (b) or (c) of Section 12.1 shall not relieve the
     defaulting or breaching party from any liability to any other party under
     this Agreement.

                                   ARTICLE 13
                                 MISCELLANEOUS

13.1  Survival of Representations.

     All representations and warranties of the parties contained in this
     Agreement or otherwise made in writing in connection with the transactions
     contemplated by this Agreement shall survive the execution and delivery of
     this Agreement as follows:  the representations and warranties of the
     Principal Sellers in Sections 4.3.1, 4.6.3, 4.6.4, 4.6.5, 4.6.6 and 4.6.9
     of Exhibit F hereto shall survive indefinitely without time limitation; the
        ---------
     representations and warranties of Sellers contained in Sections 4.23
     through 4.31 of Exhibit F and Section 4.2 of Exhibit G hereto shall survive
                     ---------                    ---------
     for a period of seven (7) years, and the remainder of the representations
     and warranties contained in Exhibit F, Exhibit G and Articles 3 and 4 shall
                                 ---------  ---------
     survive for a period of twenty four (24) months following the Closing Date.
     All covenants contained herein shall survive the Closing without
     limitation.  The right to indemnification, payment of damages, or other
     remedy based on the representations are warranties of Sellers and each
     Company and on covenants, agreements, and obligations herein of Sellers and
     each Company will not be affected by any investigation conducted with
     respect to, or any Knowledge acquired (or capable of being required) at any
     time, whether before or after the execution and delivery of this Agreement
     or the Closing Date, with respect to the accuracy or inaccuracy of or
     compliance with any such representation, warranty, covenant, agreement or
     obligation.  The waiver of any condition based on the accuracy of any
     representation or warranty, or on the performance of or compliance with any
     covenant, agreement, or obligation, will not affect the right to
     indemnification, payment of damages, or other remedy based on such
     representation, warranty, covenant, agreement or obligation.

13.2  Expenses.

     Except as otherwise provided herein, all costs and expenses incurred in
     connection with this Agreement and the transactions contemplated by this
     Agreement shall be paid by the party incurring such expense, whether or not
     the sale of the Shares is consummated.  Sellers agree that no Company has
     paid nor will it pay or be responsible for any of Sellers' costs or
     expenses (including any legal fees or expenses) in connection with this
     Agreement or any of the transactions contemplated by this Agreement.

13.3  Publicity.

     Each of the Companies, the Sellers and Buyer agrees it will not make any
     press releases or other announcements prior to the Closing with respect to
     the transactions contemplated by this Agreement, except as required by
     applicable law, without the prior approval of the other party.

13.4  Best Efforts.

     Each party to this Agreement agrees to use its Best Efforts to satisfy the
     conditions to the Closing set forth in this Agreement and otherwise to
     consummate the transactions contemplated by this Agreement.

                                       20
<PAGE>

13.5  Designation and Appointment.

     Sellers agree to execute, contemporaneously with the execution of this
     Agreement, a designation and appointment in the form of attached Exhibit
     "H," pursuant to which Sellers irrevocably designate and appoint Richard M.
     O'Donnell ("Sellers' Agent") as Sellers' exclusive agent and attorney-in-
     fact for all purposes under this Agreement.

13.6  Notices.

     All notices, demands and other communications made hereunder shall be in
     writing and shall be given either by personal delivery, by nationally
     recognized overnight courier (with charges prepaid) or by facsimile (with
     telephone confirmation), and shall be deemed to have been given or made
     when personally delivered, the day following the date deposited with such
     overnight courier service or when transmitted to facsimile machine and
     confirmed by telephone, addressed to the respective parties at the
     following addresses (or such other address for a party as shall be
     specified by like notice):


      If to a Company:                       If to the Sellers
                                             c/o Sellers' Agent

      SAI (Ireland) Limited                  Richard M. O'Donnell
      SAI America Limited                    5 Hermitage, Castleconnell
      SAI Recruitment Limited                Co Limerick, Ireland
      iMobile.com Limited                    Telephone: 011 353 61 372077
      SAI House
      The National Technological Park
      Limerick, Ireland
      Telephone:  353 61 338400
      Fax: 353 61 335626

      With a copy (which shall not constitute notice) to:

      Brian O'Donnell & Partners
      62 Merrion Square
      Dublin 2, Ireland
      Attn:  Brian H. O'Donnell, Esq.
      Telephone:  353 1 678 7544
      Fax:  353 1 678 7565

      If to Buyer:

      Clarus Corporation
      3970 Johns Creek Court
      Suwanee, Georgia  30024 USA
      Phone: 770 291 3900
      Fax: 770 291 8598
      Attn:  Chief Operating Officer

                                       21
<PAGE>

       With a copy (which shall not constitute notice) to:

       Womble Carlyle Sandridge & Rice, PLLC
       1201 West Peachtree Street
       Suite 3500
       Atlanta, Georgia 30309
       Attention:  Sharon L. McBrayer, Esq.
       Telephone: 404-888-7469
       Facsimile: 404-870-4825

13.7   Counterparts.

       This Agreement may be executed in one or more counterparts, each of which
       shall be deemed an original, but all of which together shall constitute
       one and the same instrument.

13.8   Assignment.

       This Agreement shall be binding upon and inure to the benefit of the
       parties to this Agreement and their respective successors and permitted
       assigns. Neither this Agreement nor any of the rights, interests or
       obligations hereunder shall be assigned by any of the parties to this
       Agreement without the prior written consent of all other parties to this
       Agreement, and any purported assignment without such consent shall be
       void; provided, however, that Buyer may assign its rights, interest and
       obligations under this Agreement to any subsidiary that is wholly owned
       by Buyer.

13.9   Third Party Beneficiaries.

       Except as otherwise specifically provided in Article 11 above, none of
       the provisions of this Agreement or any document contemplated by this
       Agreement is intended to grant any right or benefit to any person or
       entity which is not a party to this Agreement.

13.10  Headings.

       The article and section headings contained in this Agreement are solely
       for the purpose of reference, are not part of this Agreement and shall
       not in any way affect the meaning or interpretation of this Agreement.

13.11  Recitals.

       The recitals set forth at the beginning of this Agreement are
       incorporated by reference in, and made a part of, this Agreement.

13.12  Amendments.

       Any waiver, amendment, modification or supplement of or to any term or
       condition of this Agreement shall be effective only if in writing and
       signed by all parties hereto, and the parties to this Agreement waive the
       right to amend the provisions of this Section orally.

                                       22
<PAGE>

13.13  Specific Performance.

       Sellers acknowledge that if either Seller fails to consummate the
       transactions contemplated by this Agreement such failure will cause
       irreparable harm to Buyer for which there will be no adequate remedy at
       law. Buyer shall be entitled, in addition to its other remedies at law,
       to specific performance of this Agreement if such Seller shall, without
       cause, refuse to consummate the transactions contemplated by this
       Agreement.

13.14  Governing Law.

       This Agreement shall be governed by the laws of the Ireland, without
       regard to conflicts of laws principles.

13.15  Jurisdiction; Service of Process.

       Each of the parties to this Agreement submits to the jurisdiction of any
       state or federal court of the United States sitting in Atlanta, Georgia,
       USA in any action or proceeding arising out of or relating to this
       Agreement and agrees that all claims in respect of such action or
       proceeding may be heard and determined in any such court. Each of the
       parties to this Agreement waives any defense of inconvenient forum to the
       maintenance of any action or proceeding so brought and waives any bond,
       surety or other security that may be required of any party with respect
       thereto. Any party may make service on any other party by sending or
       delivering a copy of the process to the party to be served at the address
       and in a manner provided in Section 13.6 above; provided, however, that
       nothing in this Section 13.15 will affect the right of any party to serve
       legal process in any other manner permitted by law or at equity. Each
       party agrees that a final judgment in any action or proceeding so brought
       shall be conclusive and may be enforced by suit on the judgment or in any
       other manner provided by law or at equity.

13.16  Remedies.

       In the event litigation shall be necessary to enforce, interpret or
       rescind the provisions of this Agreement or any related matter, the
       prevailing party shall be entitled to recover from the adverse party, in
       addition to any other relief, the prevailing party's reasonable
       attorneys' fees for services before trial, at trial, and on any
       subsequent appeal by the adverse party.

13.17  Severability.

       In the event that any provision in this Agreement shall be determined to
       be invalid, illegal or unenforceable in any respect, the remaining
       provisions of this Agreement shall not be in any way impaired, and the
       illegal, invalid or unenforceable provision shall be fully severed from
       this Agreement and there shall be automatically added a replacement
       provision as similar in terms and intent to such severed provision as may
       be legal, valid and enforceable.

13.18  Entire Agreement.

       This Agreement and the Schedules and Exhibits to this Agreement, together
       with the documents and instruments delivered pursuant to this Agreement,
       constitute the entire contract between the parties to this Agreement
       pertaining to the subject matter of this Agreement, and supersede all
       prior and contemporaneous agreements and understandings between the
       parties with respect to such subject matter, other than that certain
       Agreement referred to in Section 7.3 hereof.

                                       23
<PAGE>

13.19  Construction.

       Each party to this Agreement and its counsel have reviewed and revised
       this Agreement. The normal rule of construction to the effect that any
       ambiguities are to be resolved against the drafting party shall not be
       employed in the interpretation of this Agreement or of any amendments,
       schedules or exhibits to this Agreement. Any reference to any federal,
       state, local or foreign statute or law shall be deemed also to refer to
       all rules and regulations promulgated under such statute or rule, unless
       the context requires otherwise. The word "including" shall mean including
       without limitation. The parties to this Agreement intend that each
       representation, warranty and covenant in this Agreement shall have
       independent significance. If any party has breached any representation,
       warranty or covenant in any respect, the fact that there exists another
       representation, warranty or covenant relating to the same subject matter
       (regardless of the relative levels of specificity) which the party has
       not breached shall not detract from or mitigate the fact that the party
       is in breach of the first representation, warranty or covenant. Each of
       the Schedules to this Agreement shall apply and constitute an exception
       only to the enumerated specific representation and warranty to which such
       Schedule makes reference, and shall apply only to the Company or
       Subsidiary to which such Schedule makes specific reference.

13.20  Time of Essence.

       With regard to all dates and time periods set forth or referred to in
       this Agreement, time is of the essence.

13.21  Waiver.

       The rights and remedies of the parties to this Agreement are cumulative
       and not alternative. Neither the failure nor any delay by any party in
       exercising any right, power, or privilege under this Agreement or the
       documents referred to in this Agreement will operate as a waiver of such
       right, power, or privilege, and no single or partial exercise of any such
       right, power, or privilege will preclude any other or further exercise of
       such right, power, or privilege or the exercise of any other right,
       power, or privilege.

                                       24
<PAGE>

     IN WITNESS WHEREOF, each of the parties has signed this Agreement, or has
caused this Agreement to be signed under seal by its duly authorized attorney or
officers, as of the date first above written.

                                              SELLERS

Witness:  /s/ Christopher J. Byrne            /s/ Richard M. O'Donnell
          -------------------------           ----------------------------------
                                              Richard M. O'Donnell


Witness:  /s/ Jon Erickson                    /s/ Christopher J. Byrne
          -------------------------           ----------------------------------
                                              Christopher J. Byrne


Witness:  /s/ Christopher J. Byrne            /s/ Jon Erickson
          -------------------------           ----------------------------------
                                              Jon Erickson


Witness:  /s/ Christopher J. Byrne            /s/ Richard Coady
          -------------------------           ----------------------------------
                                              Richard Coady by his attorney,
                                              Richard M. O'Donnell

Witness:  /s/ Christopher J. Byrne            /s/ Michael McDonnell
          -------------------------           ----------------------------------
                                              Michael McDonnell by his attorney,
                                              Richard M. O'Donnell

Witness:  /s/ Christopher J. Byrne            /s/ Marian Shanahan
          -------------------------           ----------------------------------
                                              Marian Shanahan by her attorney,
                                              Richard M. O'Donnell

Witness:  /s/ Christopher J. Byrne            /s/ Kevin Allen
          -------------------------           ----------------------------------
                                              Kevin Allen by his attorney,
                                              Richard M. O'Donnell

Witness:  /s/ Christopher J. Byrne            /s/ Martin Fitzgerald
          -------------------------           ----------------------------------
                                              Martin Fitzgerald by his attorney,
                                              Richard M. O'Donnell

Witness:  /s/ Christopher J. Byrne            /s/ Robert Moloney
          -------------------------           ----------------------------------
                                              Robert Moloney by his attorney,
                                              Richard M. O'Donnell

Witness:  /s/ Christopher J. Byrne            /s/ Brian Murphy
          -------------------------           ----------------------------------
                                              Brian Murphy by his attorney,
                                              Richard M. O'Donnell

Witness:  /s/ Christopher J. Byrne            /s/ Niamh Carey
          -------------------------           ----------------------------------
                                              Niamh Carey by her attorney,
                                              Richard M. O'Donnell

                                       25
<PAGE>

Witness:  /s/ Christopher J. Byrne       /s/ Clare O'Mahony
          -------------------------      ----------------------------------
                                         Clare O'Mahony by her attorney,
                                         Richard M. O'Donnell

Witness:  /s/ Christopher J. Byrne       /s/ Carrie Collins
          -------------------------      ----------------------------------
                                         Carrie Collins by her attorney,
                                         Richard M. O'Donnell

Witness:  /s/ Christopher J. Byrne       /s/ Jenny McCarthy
          -------------------------      ----------------------------------
                                         Jenny McCarthy by her attorney,
                                         Richard M. O'Donnell

Witness   /s/ Christopher J. Byrne       /s/ Catherine Walsh
          -------------------------      ----------------------------------
                                         Catherine Walsh by her attorney,
                                         Richard M. O'Donnell

Witness:  /s/ Christopher J. Byrne       /s/ Mark Connolly
          -------------------------      -----------------
                                         Mark Connolly by his attorney,
                                         Richard M. O'Donnell



                                         VICO LIMITED
ATTEST:
                                         By:  /s/ Patrick Burke
                                              --------------------------
Christopher J. Byrne, Director           Name:  Patrick Burke
                                         Title: pursuant to Power of Attorney
[SEAL]


                                         SAI (IRELAND) LIMITED
ATTEST:
                                         By:  /s/ Richard M. O'Donnell
                                              --------------------------
Christopher J. Byrne, Director           Name: Richard M. O'Donnell
                                         Title:  Director
[SEAL]


                                         SAI AMERICA LIMITED

ATTEST:
                                         By:  /s/ Richard M. O'Donnell
                                              --------------------------
Christopher J. Byrne, Director           Name: Richard M. O'Donnell
                                         Title:  Director
[SEAL]

                                      26



<PAGE>

                                         SAI RECRUITMENT LIMITED

ATTEST:
                                         By:  /s/ Richard M. O'Donnell
                                              --------------------------
Christopher J. Byrne, Director           Name: Richard M. O'Donnell
                                         Title:  Director
[SEAL]


                                         i2MOBILE.COM LIMITED

ATTEST:
                                         By:  /s/ Richard M. O'Donnell
                                              --------------------------
Christopher J. Byrne, Director           Name: Richard M. O'Donnell
                                         Title:  Director
[SEAL]


                                         SOFTWARE ARCHITECTS INTERNATIONAL
ATTEST:
                                         By:  /s/ Richard M. O'Donnell
                                              --------------------------
Christopher J. Byrne, Director           Name: Richard M. O'Donnell
                                         Title:  Director
[SEAL]


                                         BUYER

                                         CLARUS CORPORATION
ATTEST:
                                         By:  /s/ Mark D. Gagne
                                              --------------------------
                                         Name: Mark D. Gagne
                                         Title:  Chief Operating Officer/
                                                 Chief Financial Officer
[SEAL]

                                       27
<PAGE>

                                   SCHEDULE I


                                 Jon Erickson

                                 Richard Coady

                               Michael McDonnell

                                Marian Shanahan

                                  Kevin Allen

                               Martin Fitzgerald

                                 Robert Moloney

                                  Brian Murphy

                                  Niamh Carey

                                 Clare O'Mahony

                                 Carrie Collins

                                 Jenny McCarthy

                                Catherine Walsh

                                 Mark Connolly

                                 VICO LIMITED

                                       28
<PAGE>

                                 SCHEDULE 2.2.1





Shareholder           No. of Clarus Shares    Cash receivable
- --------------------  --------------------    ---------------

Christopher Byrne          481,360               4,440,000

Richard O'Donnell          481,360               4,440,000

Jon Erickson                79,406               2,057,148

Vico Ltd.                   52,937               1,371,426

Mark Connolly                1,766                  45,716

Martin Fitzgerald            5,294                 137,144

Jenny McCarthy               3,529                  91,428

Marian Shanahan              3,529                  91,428

Clare O'Mahony               3,529                  91,428

Carrie Collins               3,529                  91,428

Catherine Walsh              3,529                  91,428

Niamh Carey                  3,529                  91,428

Michael McDonnell            3,529                  91,428

Rob Moloney                  3,529                  91,428

Brian Murphy                 3,529                  91,428

Kevin Allen                  3,529                  91,428

Richard Coady               10,587                 274,286

                                       29

<PAGE>

                              SCHEDULE 2.2.2

                           [INTENTIONALLY LEFT BLANK]

                                       30
<PAGE>

                                  SCHEDULE 2.4



Kevin Allen             Product Manager               6500
Richard Coady           Technical Director          10,000
Brian Murphy            Project Manager             10,000
Catherine Walsh         Support/Impl. Mgr.            5000
Robert Moloney          Global Accts. Mgr.            3000
Michael McDonnell       Global Accts. Mgr.            7500
Marian Shanahan         Finance & Admin               6500
Roisin Gandhi           SAI Recruitment               3000
Jon Erickson            VP SAI America              15,000
Leonard Crotty          Educ. & Train. Mgr            3000
Matthew Maclean         Tech Support                  3000
Roxane Maclean          Support Team Leader           1000
Garrett Quinn           Assoc. Acct. Mgr.             1500
Robert Peart            VP Client Services & ASP    15,000
J. Carl David           Technical Account Mgr         6000
Jenny McCarthy          Executive Asst.               1000
Aileen McInerney        Admin Asst.                    750
Carrie Collins          Executive Asst.               1000
Cindy Cione             Personnel Asst                 900
Niamh Carey             AS/400 Developer              2500
Jackie O'Driscoll       AS/400 Developer              2500
Con O'Donnell           AS/400 Developer              2500
Tom Halpin              CS Programmer                 1500
Declan O'Leary          CS Programmer                 1500
Richie Woods            CS Programmer                 1500
Brian O'Gorman          Network Admin                 1000
Harry Hughes            Application Cons.             1500
Martin Fitzgerald       Technical Proj. Ldr.          2500
Ned Keniry              Systems Architect             7500
Eugene McDonough        Web Master                    1500
Ruth Ryan               Help Desk                     1000
Clare O'Mahony          Product Consultant            1000
Marie Ryan              QA Consultant                 1000
Mark Fleming            AS/400 Programmer             3000
Mary O'Brien            Application Consul.           1500
Greg Coulter            Application Consul.           1500
Denis O'Dwyer           Consultant                    1500
Mark Connolly           Consultant                    1500
Pam O'Sullivan          Consultant                    1500

                                       31

<PAGE>

Fiona Shanley           Sales Director                7500
Robert Moore            C S Programmer                1500
Stuart McDonnell        Sales                         2000
Daragh Moore            Marketing Assistant            900
Eileen O'Gorman         Sr. Accounts Assist.           900
Sean Kissane            Client Manager                5000

                                       32
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>LIMITED STOCK INCENTIVE PLAN
<TEXT>

<PAGE>

                                                                     Exhibit 2.2

                             STOCK INCENTIVE PLAN

                                      OF

                  SOFTWARE ARCHITECTS INTERNATIONAL, LIMITED
<PAGE>

                             STOCK INCENTIVE PLAN
                                      OF
                  SOFTWARE ARCHITECTS INTERNATIONAL, LIMITED




1.   Purpose

     The purpose of the Stock Incentive Plan of Software Architects
International, Limited (the "Plan"), is to encourage and enable selected
employees, directors and independent contractors of Software Architects
International, Limited (the "Corporation") and its related entities to acquire
or to increase their holdings of the ordinary shares of the Corporation or any
successor securities of such ordinary shares, whether resulting from
recapitalization, reorganization, merger or otherwise (the "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 stock options ("Stock
Options" or "Options"), stock appreciation rights ("SARs"), restricted stock
awards ("Restricted Stock Awards"), and restricted units ("Restricted Units") to
such participants.  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.)

     (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 Stock, if any, subject to an Award, and all terms,
conditions, restrictions and limitations of an Award; (ii) to prescribe the 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
<PAGE>

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 Ireland.

3.   Effective Date

     The effective date of the Plan shall be May 29, 2000 (the "Effective
Date").  Awards may be granted under the Plan on and after the Effective Date,
but no Awards will be granted after May 28, 2010.

4.   Shares of Stock Subject to the Plan

     (a)  Subject to adjustment as provided in Section 4(c), the number of
          shares of Stock that may be issued pursuant to Awards shall equal the
          sum of (i) 750,000 shares of Stock; and (ii) any shares of Stock that
          are represented by awards granted under the Plan or any prior stock-
          based plan of the Corporation which are forfeited, expire or are
          canceled or terminated without delivery of shares of Stock or which
          result in the forfeiture of the shares of Stock back to the
          Corporation. Shares of Stock 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 Stock
     to meet the grant of Awards hereunder.  To the extent that any shares of
     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 Stock available for issuance under the Plan.  If the
     purchase price of an Option granted under the Plan is satisfied by
     tendering shares of Stock, only the number of shares issued net of the
     shares of Stock tendered shall be deemed issued for purposes of determining
     the maximum number of shares of Stock available for issuance under the
     Plan.

     (c) If there is any change in the shares of Stock because of a merger,
consolidation or reorganization involving the Corporation or a related entity,
or if the Board of Directors of the Corporation declares a stock dividend, stock
split distributable in shares of Stock, or reverse stock split, or if there is a
change in the capital stock structure of the Corporation or a related entity
affecting the Stock, the number and type of shares of 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.

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 entity, (ii) a director of the Corporation or a related entity, or (iii)
an independent contractor, consultant or advisor (collectively, "independent
contractors") providing services to the Corporation or a related entity.

                                       2
<PAGE>

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 entity the
legal and bona fide relationship of employer and employee.

     (b) 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.  If an Option is designated as a tax-qualified option under
applicable law but does not qualify as such, 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 in no
event shall the option price per share of any Option be less than the par value
per share of the Stock.  In addition, the following rules shall apply:

          (i) An Option shall be considered to be granted on the date that the
     Committee acts to grant the Option, or on any other date specified by the
     Committee as the effective date of the Option, subject to any requirements
     of applicable law.

          (ii) For the purposes of the Plan, 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 Stock are listed for trading on
     the national or international stock exchange (each, an "exchange"), the
     Fair Market Value shall be the closing sales price of the shares on such
     exchange 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; or (B) if the shares of Stock are not listed or
     reported in any exchange, then the Fair Market Value shall be determined by
     the Committee in accordance with any applicable regulations.

     (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, which period 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

                                       3
<PAGE>

     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 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, 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 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

                                       4
<PAGE>

          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)
          termination for "cause" under the Participant's employment, consulting
          or other agreement with the Corporation or a related entity; (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.

          (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 entity 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 entity (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

                                       5
<PAGE>

     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 entity as an
     employee, director, or independent contractor or to interfere in any way
     with the right of the Corporation or a related entity to terminate the
     Participant's employment or service at any time.

          (vii)  A certificate or certificates for shares of 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:  Options shall not be transferable other
than by will or the laws of intestate succession, except as may be permitted by
the Committee in accordance with applicable legal requirements, including but
not limited to applicable securities and tax law provisions.  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.

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 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 permitted under applicable law) 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 Stock that remain subject to such Related Option and for purposes of
determining the number of shares of 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
Stock with

                                       6
<PAGE>

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 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 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 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 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
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 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 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 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 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 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 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.

                                       7
<PAGE>

     (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:  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 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.

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 shall be payable in
cash or whole shares of Stock (including Restricted Stock), or partly in cash
and partly in whole shares of 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. 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 with the
Corporation or a related entity 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

                                       8
<PAGE>

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 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.

          (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.

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 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
Committee may, in its discretion, permit a recipient to 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 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 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.  No Right or Obligation of Continued Employment or Service

     Nothing contained in the Plan shall require the Corporation or a related
entity 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 entity.  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 entity shall not be
affected by any change in the duties or position of the participant, as long as
such individual remains an employee of, or in service to, the Corporation or a
related entity.

11.  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 entity including, without limitation, any specific
funds, assets or other property which the Corporation or any related entity, in
its discretion, may set aside in anticipation of a liability under the Plan.  A
participant

                                       9
<PAGE>

shall have only a contractual right to the Stock or amounts, if any, payable
under the Plan, unsecured by any assets of the Corporation or any related
entity. Nothing contained in the Plan shall constitute a guarantee that the
assets of such entities 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 entity that is
intended to be a tax-qualified plan within the meaning of applicable laws.

12.  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.

13.  Restrictions on Awards and Shares

     The Corporation may impose such restrictions on any Awards and shares of
Stock subject to Awards as it may deem advisable, including without limitation
restrictions under any applicable securities laws, under the requirements of any
stock exchange or similar organization and under any state or local 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
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 applicable securities laws).  The Corporation may
cause a restrictive legend to be placed on any certificate issued pursuant to an
Award hereunder in such form as may be prescribed from time to time by
applicable laws and regulations or as may be advised by legal counsel.

14.  Applicable Law

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

15.  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.

16.  Successors and Assigns.

     The rights and obligations of the Corporation or a Participant under the
Plan and any related agreement shall be binding upon and inure to the benefit of
their successors and assigns.

                                       10
<PAGE>

17.  Change of Control

     (a)  In the event of a Change of Control (as defined in Section 17(b)
herein), the following provisions shall apply (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 fifty percent (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 fifty percent (50%) of that portion of such
     outstanding Award which was not otherwise vested on such date.

          (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
     17(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 entity.

     (b)  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, forty percent (40%)
     or more of the outstanding Stock of the Corporation;

          (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 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 Stock
     immediately prior to the merger or consolidation have the same
     proportionate ownership of Stock of the surviving corporation immediately
     after the merger as immediately before and (y) any merger or consolidation
     of the Corporation in which holders of 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

                                       11
<PAGE>

     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.

18.  Certain Definitions

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

     (a) "Agreement" means any written agreement 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) "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.

     (c) "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.

     (d) "Related corporation" means any parent, subsidiary or predecessor of
the Corporation, and "related entity" means any related corporation, limited
liability company, partnership or other business entity controlled by,
controlling, or under common control with, the Corporation; provided, however,
that notwithstanding the foregoing, the term "related entity" shall be construed
in a manner in accordance with the registration provisions applicable under
federal securities laws.

     (e) "Restricted Stock" shall mean shares of 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.

     (f) "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.

                                       12
<PAGE>

     IN WITNESS WHEREOF, this Stock Incentive Plan of Software Architects
International, Limited, as amended and restated, has been executed in behalf of
the Corporation effective as of the 29th day of May, 2000.


                    SOFTWARE ARCHITECTS INTERNATIONAL, LIMITED


                    By: /s/
                        --------------------------------
                    Name:
                          ------------------------------
                    Title:
                           -----------------------------
Attest:


- -------------------------

- -----------------
Secretary

[Corporate Seal]

                                       13
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>DECLARATION OF AMENDMENT
<TEXT>

<PAGE>

                                                                     Exhibit 2.3


                               CLARUS CORPORATION
                               ------------------

                        2000 Declaration of Amendment to
                            Stock Incentive Plan of
                   Software Architects International, Limited

     THIS 2000 DECLARATION OF AMENDMENT (the "Amendment') made on this 31st day
of May, 2000, by CLARUS CORPORATION ("Clarus"), a corporation duly organized and
existing under the laws of the State of Delaware, to the Stock Incentive Plan of
Software Architects International, Limited (the "Plan").

                                R E C I T A L S:

     WHEREAS, the Plan provides for the grant of options, stock appreciation
rights and restricted awards to selected employees, directors and independent
contractors of Software Architects International, Limited, an Irish incorporated
limited liability company ("SAI"), and related entities; and

     WHEREAS, the Board of Directors and shareholders of SAI have adopted the
Plan; and

     WHEREAS, pursuant certain transactions (the "Acquisition") contemplated
pursuant to that certain Stock Purchase Agreement dated May 31, 2000 (the
"Purchase Agreement") by and among SAI Recruitment Limited, i2Mobile.com
Limited, SAI America Limited and SAI (collectively the "Companies") and the
shareholders of the Companies and Clarus, SAI Ireland, Limited ("SAI"), SAI has
become a wholly-owned subsidiary of Clarus;

     WHEREAS, pursuant to Section 2.4 of the Purchase Agreement, Clarus has
agreed to assume the Plan and the options outstanding under the Plan as of the
date of the Acquisition, subject to certain conditions contained in the Purchase
Agreement; and

     WHEREAS, pursuant to Section 2.4 of the Purchase Agreement and Section 12
of the Plan, the Board of Directors of Clarus (the "Board of Directors" or the
"Board") has authority to amend the Plan, subject to certain exceptions not
applicable herein; and

     WHEREAS, the Board of Directors desires to amend the Plan to reflect
Clarus' assumption of the Plan, and to make certain other amendments designed to
facilitate administration of the Plan and further the purposes of the Plan;

     NOW, THEREFORE, the Plan is hereby amended, effective as of the date
hereof, as follows:

     1.  All references in the Plan to the term "Stock," including but not
limited to the definition of such term in Section 1 of the Plan, shall
hereinafter refer to the common stock of Clarus, $.0001 par value.  All
references to an "Award," "Stock Option," "Options," "Stock
<PAGE>

Appreciation Rights" (or "SARs"), "Restricted Stock Awards," "Restricted Units,"
and "Restricted Stock Awards," including but not limited to the definitions of
such terms as contained in Section 1 of the Plan, shall hereinafter pertain to
rights with a value, if any, related to the common stock of Clarus.

     2.  All references to the "Board" or the "Board of Directors" shall
hereinafter refer to the Board of Directors of Clarus, and all references to the
"Committee" shall hereinafter refer to the Compensation Committee of the Board.

     3.  Section 2 ("Administration") of the Plan shall hereby be amended by
adding the following sentence at the end of Section 2(b):

     "Without limiting the effect of the foregoing, the Committee may also adopt
     sub-plans applicable to particular subsidiaries or related entities, or to
     particular participants, which sub-plans may be designed to comply with
     applicable law.  The rules of such sub-plans may take precedence over other
     provisions of the Plan, but, unless otherwise superseded by the terms of
     such sub-plan, the provisions of the Plan shall govern the operation of
     such sub-plan."

     4.  Section 2 ("Administration") of the Plan shall hereby be further
amended by adding a new Section 2(c), as follows:

     "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 eligible individual, provided, however, that, pursuant
     to the terms of Section 5 herein, such individual may not be an officer or
     director of the Corporation.  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 and applicable law."

     5.  Section 4 ("Shares of Stock Subject to the Plan") shall be amended by
deleting the first sentence of Section 4(a) and inserting the following in lieu
thereof:

     "Subject to adjustment as provided in Section 4(c), the number of shares of
     Stock that may be issued pursuant to Awards shall equal the sum of (i)
     750,000 shares of Stock; and (ii) any shares of Stock that are represented
     by Awards granted under the Plan which are forfeited, expire or are
     canceled or terminated without delivery of shares of Stock or which result
     in the forfeiture of the shares of Stock back to the Corporation."

     6.  Section 5 ("Eligibility") shall be amended by deleting the first
sentence of Section 5(a) and inserting the following in lieu thereof:

                                      -2-
<PAGE>

          "(a)  The individual is (i) either an employee of the Corporation or a
     related entity, (ii) a director of a subsidiary or other related entity of
     the Corporation, or (iii) an independent contractor, consultant or advisor
     (collectively, "independent contractors") providing services to the
     Corporation or a related entity; provided, however, that, notwithstanding
     the foregoing, no director or officer of the Corporation shall be eligible
     to participate in the Plan."

     7.  Section 6(b) ("Option Price; Date of Grant; Fair Market Value") of the
Plan shall hereby by amended by deleting the first sentence of Section 6(b)(ii)
and inserting the following in lieu thereof:

     "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 Stock are quoted on the Nasdaq Stock Market (or, if not
     quoted on the Nasdaq Stock Market, then listed for trading or reported on
     another national or international stock exchange or listing authority)
     (each, an "exchange"), the Fair Market Value shall be the closing sales
     prices of the shares on such exchange 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 such closing price information is available; or (B) if the shares
     of Stock are not listed or reported on any exchange, then the Fair Market
     Value shall be determined by the Committee in accordance with applicable
     regulations."

     8.  Section 6(c) ("Option Period and Limitations on the Right to Exercise
Options") shall be amended by deleting the first sentence of Section 6(c)(iv)
and inserting the following in lieu thereof:

          "Unless an individual agreement provides otherwise, an Option granted
     to a  Participant who was an independent contractor or director of a
     subsidiary or other related entity of the 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 entity (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."

     9.  Section 14 ("Applicable Law") shall be amended by deleting the word
"Ireland" and inserting the phrase "the State of Delaware" in lieu thereof.

     10. Section 18 ("Certain Definitions") shall be amended by inserting the
following as  new Section  18(g):

                                      -3-
<PAGE>

     "Except as may be otherwise provided in Section 14 herein, 'applicable law'
     or 'applicable laws' shall include applicable U.S. federal, state and local
     laws and shall also include the laws, rules, regulations, procedures and
     ordinances of the foreign jurisdictions in which participants reside or
     which otherwise apply to such participants."

     11. Except as otherwise expressly provided herein, the remainder of the
Plan shall be unchanged, and the Plan shall remain in full force and effect as
in force prior to this Amendment.

     IN WITNESS WHEREOF, Clarus has caused this Amendment to be executed on the
day and year first above written.

                              CLARUS CORPORATION

                              By: /s/ Stephen P. Jeffery
                                  ----------------------
                                  Stephen P. Jeffery

ATTEST:

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

[CORPORATE SEAL]

                                      -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>PATENT LICENSE AGREEMENT
<TEXT>

<PAGE>

                                                                    Exhibit 10.1



                             SAI (IRELAND) LIMITED



                                    - and -



                               CLARUS CORPORATION



                            PATENT LICENCE AGREEMENT
                            ------------------------



                           BRIAN O'DONNELL & PARTNERS
                                   Solicitors
                               62, Merrion Square
                                    Dublin 2
<PAGE>

THIS AGREEMENT is made on the      day of           2000

BETWEEN:


                             SAI (IRELAND) LIMITED
                 of SAI House, The National Technological Park
         Limerick, Ireland (hereinafter referred to as the Licensor):



                                    - and -


                              CLARUS CORPORATION
                              Of Suwanee, Georgia
                  (hereinafter referred to as the Licensee).



WHEREAS:

A.   The Licensor is the registered owner of the Patents (as hereinafter
     defined) set out in the First Schedule hereto.

B.   The Licensor has agreed with the Licensee to grant to the Licensee a non-
     exclusive licence throughout the United States in respect of such Patents.


NOW THIS AGREEMENT WITNESSETH:-


                        SECTION 1.0 - INTERPRETATION
                        ------------------------------

1.1  Definitions
     -----------
     In this Agreement the following words and expressions shall have the
     following meanings:-


     (a)  "Business Day", a day on which banks in Dublin are open for business.

     (b)  "Improvements", all improvements, modifications or adaptations to the
          Patents or any of them which might reasonably be of commercial
          interest to the Licensee and which may be made, developed or acquired
          by the Licensor at any time following the execution of this Agreement.

     (c)  "Invention", the claimed subject matter of the Patents.
<PAGE>

     (d)  "Licence Payment", amounts payable in US dollars in accordance with
          the Third Schedule.

     (e)  "Patents", the patents set forth in the First Schedule, any
          corresponding patent application to be filed based on such patents,
          and all patents and other rights derived therefrom.

     (f)  "Products", all products incorporating the Patents.

1.2  Further Definitions

(a)  Any reference to any provision of any legislation shall include any
     modification, re-enactment or extension thereof;

(b)  Words such as "hereunder", "hereto", "hereof", and  "herein" and other
     words commencing with "here" shall unless the context clearly indicates to
     the contrary refer to the whole of this Agreement and not to any particular
     section or clause thereof;

(c)  Save as otherwise provided herein any reference to a clause, paragraph or
     sub-paragraph shall be a reference to a clause, paragraph or sub-paragraph
     (as the case may be) of this Agreement and any reference in a clause to a
     paragraph or sub-paragraph shall be a reference to a paragraph or sub-
     paragraph of the clause or paragraph in which the reference is contained
     unless it appears from the context that a reference to some other provision
     is intended.

1.3  Headings and Captions

     The headings in this Agreement are inserted for convenience of reference
     only and shall not be considered a part of or affect the construction or
     interpretation of this Agreement.


                             SECTION 2.0 - GRANT
                             -------------------

2.1  Grant
     -----

     In consideration of the payments set forth in Section 5 hereof, the
     Licensor hereby grants, to the Licensee, an irrevocable non exclusive
     licence and authority to use the Patents and any Improvements in the United
     States in any manner it deems fit subject to the terms and conditions of
     this Agreement, and the Licensee hereby accepts such grant.

2.2  Formal Licence
     --------------

     The parties hereby agree to execute a formal licence agreement in a form
     appropriate for each jurisdiction in respect of which the Patents are in
     force for the purpose of registering any patent licence granted pursuant to
     Section 2.1 above.  Any such formal licence agreement shall operate subject
     to the terms of this Agreement.
<PAGE>

                     SECTION 3.0 - CONCERNING THE PATENTS
                     ------------------------------------

3.1  Patent Fees
     -------------

     The Licensor shall remain responsible for the payment of all filing,
     prosecution, renewal and maintenance fees in respect of the Patents.


3.2  Infringement
     --------------

     The Licensor shall (and the Licensee may) take all proper steps to help
     maintain the validity and enforceability of the Patents, but neither party
     shall be obliged to take proceedings against any infringer of any of the
     Patents except that the Licensee shall take proceedings on the instructions
     of the Licensor if it is indemnified against the costs of so doing. Each
     party will notify the other of any infringement which comes to its notice
     and all questions on whether action shall be taken against an infringer
     shall be decided after taking into account:-

     (a)  the seriousness of the infringement;

     (b)  the strength of the Patent infringed;

     (c)  the importance of the Patent infringed;

     (d)  the expected costs of proceedings;

     (e)  the difficulty of obtaining the necessary evidence to support the
          proceedings;

     (f)  any opinion of counsel which may have been obtained by either party.

3.3  Warranty
     ----------

     The Licensor hereby warrants that:-

     (a)  that there are no other patents owned by it based on the Invention;
          and

     (b)  to the best of the Licensor's knowledge and belief the exercise of the
          rights granted or to be granted to the Licensee hereunder will not
          result in the infringement of valid patents or other rights of third
          parties; and

     (c)  save as set out in the Second Schedule hereto no other licence is in
          place in respect of the Patents at the date hereof which has not been
          cancelled or terminated.
<PAGE>

3.4  Improvements
     ------------

     The Licensor shall forthwith disclose to the Licensee in such detail as the
     Licensee may reasonably require all Improvements. Any such Improvements
     shall be deemed to thenceforth form part of the Patents hereby licensed and
     the terms hereof (including the right of the Licensee to grant sub-
     licences) shall thenceforth apply to such Improvements as if they formed
     part of the Patents as defined herein.


                            SECTION 4.0 - DURATION
                            ----------------------

4.1  Term
     ----

     This Agreement shall remain in force for a term of seven (7) years from the
     date hereof.


                      SECTION 5.0 - ANCILLARY PROVISIONS
                      ----------------------------------

5.1  Payment of Licence Fee
     ----------------------

     The Licensee's authority to use the Patents is subject to the receipt of
     the Licence Payments by Licensee to Licensor in accordance herewith. The
     parties agree that the Licensee shall make an advance payment to the
     Licensor equal to the net present value of the future payment obligations
     under the Payment Schedule attached as the Third Schedule hereto, upon
     which payment the Licence shall be fully paid and no other licence fee
     payments shall be due hereunder. The parties agree that on the date hereof,
     the net present value of all the payments due hereunder (calculated at an
     agreed upon discount rate of 6.98172% per annum) during the term of this
     Licence shall be $15,000,000.

5.2  Successors
     ----------

     This Agreement shall be binding upon and inure to the benefit of the
     parties hereto and their respective successors and assigns.

5.3  Sub-Licences
     ------------

     The Licensee shall have the right to grant sub-licences of the Patents
     without any prior reference to the Licensor. The terms of such sub-licences
     shall not be inconsistent with the obligations of the Licensee hereunder.

5.4  Assignment
     ----------

     The Licensee shall have the right to assign the benefit of the licence at
     any time (including without prejudice where it enters into liquidation or
     receivership) to any other party to whom the provisions of this clause
     shall apply mutatis mutandis.

5.5  Markings
     --------

     The Licensee shall comply with all marking obligations required by law in
     the countries covered by this Agreement and as appropriate mark the
     Products "Patent No.   " or "Patent Pending" or abbreviations thereof or
     similar words required or permitted by law.

<PAGE>

5.6  Proceedings
     -----------

     (a)  If any infringement action, claims or proceedings of any kind are
          threatened or commenced by a third party against either the Licensee
          or against the Licensor because of the Licensee's exploitation of the
          rights granted under this Agreement or its manufacture, distribution
          and servicing of the Products or on the ground that the Products
          infringe any registered design or patent monopoly right vested in such
          third party, then the party so threatened or sued shall inform the
          other forthwith in reasonable detail and the matter shall be referred
          to leading patent counsel (well versed in the laws of the country in
          which such matter will be determined) for the purpose of obtaining his
          advice on whether a defence or a threatened action will have a
          reasonable chance of a successful outcome and whether there are any
          circumstances making it imprudent to defend or commence proceedings.

     (b)  If the Licensee only shall decide that such action, claim or
          proceedings shall be defended, the Licensee shall bear the whole costs
          thereof including any damages and costs awarded against it in favour
          of such third party, and shall from time to time if requested notify
          the Licensor of the progress thereof. At the request of the Licensor,
          the Licensee may permit the Licensor to intervene or otherwise appear
          in or in connection with any such action, claim or proceedings
          personally or through Counsel selected by the Licensor, at the sole
          expense of the Licensor provided that nothing contained herein shall
          preclude the Licensor from defending such action, claim or proceedings
          where the Licensee declines to do so.


5.7  Notices
     -------

     Any notice or other communication required or permitted to be given
     hereunder shall be in writing and shall be deemed to have been duly given
     if delivered by hand against receipt of the addressee or his duly
     authorised agent or if sent by prepaid registered post addressed to the
     party to whom it is addressed at the address set out for such party herein
     or if sent by telefax to the party to whom such notice is to be given (or
     such other address or telefax number as he may from time to time designate
     in writing to all other parties hereto in accordance with the provisions
     hereof and any such notice shall be deemed to have been given if delivered
     at the time of delivery and if sent by pre-paid registered post as
     aforesaid twenty four hours after the same shall have been posted).

5.8  Variations
     ----------

     No variation or amendment of this Agreement shall bind either party unless
     made in writing and agreed to in writing by duly authorised officers of
     both parties.

5.9  Unenforceable Provision
     -----------------------

     If any provision of this Agreement is agreed by the parties to be illegal,
     void or unenforceable under any law that is applicable hereto or if any
     court of competent jurisdiction in a final decision so determines, this
     Agreement shall continue in force
<PAGE>

     save that such provision shall be deemed to be excised herefrom with effect
     from the date of such agreement or decision or such earlier date as the
     parties may agree.


5.10 Waiver
     ------

     A waiver by any party hereto of any breach by any party hereto of any of
     the terms provisions or conditions of this Agreement or the acquiescence of
     a party hereto in any act (whether of commission or omission) which but for
     such acquiescence would be a breach as aforesaid shall not constitute a
     general waiver of such term provision or condition or of any subsequent act
     contrary thereto.


5.11 Governing Law
     -------------

     This Agreement shall in all respects (including the formation thereof and
     performance thereunder) be governed by and construed in accordance with and
     governed by the laws of the Republic of Ireland and the parties hereto
     submit to the jurisdiction of the Courts of the Republic of Ireland, in
     addition to the courts of the United States.
<PAGE>

                                FIRST SCHEDULE
                                --------------

                                  The Patents
                                  -----------

                 "An inter-computer communications apparatus"


                            S.A.I. Ireland Limited
<TABLE>
<CAPTION>

Country                Application No:           Filing Date   Remarks             Ref
<S>                    <C>                       <C>           <C>                 <C>
Ireland                94 09 31                  29.11.94      Patent Granted      30339IE
                       (Patent No. 75.204)


Ireland                S94 0930                  29.11.94      Patent Granted      30339IES
Short Term             (Patent No. S63,019)


United King            9424473.8                 03.12.94      Patent Granted      30339GB
                       (Patent No. 2295699)


Belgium                09401187                  30.12.94      Patent Granted      30339BES
                       (Patent No. 1007202A6)

</TABLE>
<PAGE>

                                SECOND SCHEDULE
                                ---------------

 Existing Patent Licences Granted To Software Architects International Limited
 -----------------------------------------------------------------------------

Patent Licence between SAI (Ireland) Limited and Software Architects
International Limited (operative date 29 November 1994)

Letter SAI (Ireland) Limited to Software Architects International Limited dated
     28 November 1999 confirming extension of Patent Licence for 5 years.
<PAGE>

                                 THIRD SCHEDULE
                                 --------------

                              LICENSE FEE PAYMENTS



Date of Payment             Amount of Payment
June 1, 2000                US$2,600,000
June 1, 2001                US$2,600,000
June 1, 2002                US$2,600,000
June 1, 2003                US$2,600,000
June 1, 2004                US$2,600,000
June 1, 2005                US$2,600,000
June 1, 2006                US$2,600,000
<PAGE>

PRESENT when the common seal
of SAI (Ireland) Limited
was affixed hereto:-

By:   /s/ Richard M. O'Donnell
   ---------------------------
Name and Title: Richard M. O'Donnell, Director
                ------------------------------



PRESENT when the common seal
of Clarus Corporation.
was affixed hereto:-

CLARUS CORPORATION

By: /s/ Mark D. Gagne
   ------------------
   Mark D. Gagne, Chief Operating Officer/Chief
   Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

<PAGE>

                                                                    Exhibit 99.1

Clarus Expands Global Reach Through Acquisition of Redeo Technologies,
Inc.

Clarus Gains Market Advantage With B2B E-Commerce Global Payment Settlement
Portal

ATLANTA, June 1 /PRNewswire/ -- Clarus Corporation (Nasdaq: CLRS - news), a
leading business-to-business (B2B) e-commerce solution provider, announced today
that it has acquired Redeo Technologies, Inc. and its parent company, SAI
(Ireland) Ltd. for a total of $60 million. Redeo is a pioneer in providing
global payment settlement to power any B2B platform while also providing
reconciliation and netting capabilities. SAI is a Limerick, Ireland-based
financial services software firm.

Clarus(TM) will incorporate Redeo's web-based payment settlement, inter-company
netting and reconciliation capabilities into its Clarus' eProcurement(TM) and
Clarus' eMarket(TM) software. Clarus e-commerce solutions focus on openness and
interoperability to be compatible with the broadest array of platforms. The
Redeo acquisition is a critical step toward delivering trading services that
enhance and speed the delivery of global B2B platforms.

"Redeo's unique global payment settlement and reconciliation capabilities are
critical to successful deployment of B2B e-commerce platforms," said Steve
Jeffery, president and CEO of Clarus. "This open, interoperable application
technology is not available on any existing B2B platforms, and provides a
tremendous strategic advantage to Clarus allowing us to target all types of
platforms including portals, consortiums and supplier B2B sites."

"In addition to the technology itself, this investment expands our global
presence and adds valuable international expertise in working with multiple
currencies and languages," Jeffery said.

As part of the acquisition, Clarus gains 125 Global 2000 customers in over 200
sites in Europe, Asia Pacific, Latin America and North America. They include:
Ciba Specialty Chemicals, Sumitomo, United Distillers, Tellabs, Nortel, Abbott
Labs and Johnson & Johnson.

"This represents the best go to market strategy for our SAI-Redeo eCommerce
offerings and we are very pleased to be part of one of the worlds leading
eCommerce solutions," commented Chris Byrne and Richard O'Donnell, Redeo/SAI
founders. "We have been market leaders in electronic financial services and
we're very excited to bring these B2B capabilities to Clarus. We believe Clarus
has the vision and innovation to dominate the B2B e-commerce industry's digital
marketplace segment by delivering differentiated trading services such as the
global payment settlement portal."

Clarus provides a comprehensive suite of B2B e-commerce solutions, including
Clarus(TM) eProcurement and Clarus(TM) eMarket. The Clarus solutions are built
exclusively to take
<PAGE>

advantage of the latest Microsoft Windows DNA technologies to deliver
reliability, scalability and cost performance advantages essential for e-
commerce solutions.

The acquisition, completed May 31, 2000 includes Redeo Technologies, SAI
(Ireland) Ltd., and i2Mobile.com. i2Mobile.com is a wireless content and
technology provider delivering value-added solutions for e-commerce. The
founders, Christopher J. Byrne and Richard M. O'Donnell will continue to run the
Limerick site, which will become the Product management operation for Clarus
Europe. Five percent of SAI was owned by 13 employees who stand to share in the
consideration.

Steve Jeffery of Clarus will be conducting a brief conference call to discuss
this announcement today, June 1, at 10:00 a.m. Eastern time. For more
information about the acquisition go directly to www.claruscorp.com, or listen
to the conference call by visiting http://www.streetfusion.com .

About Redeo Technologies Inc.

Redeo Technologies, Inc., a subsidiary of SAI (Ireland) Ltd. is a financial
services software firm located in Limerick, Ireland. The company provides
software for cash management, payment settlement, reconciliation and netting.
Its software is particularly suited for the multi-national, multi-currency
market, and is employed in more than 200 sites in Europe, Asia Pacific, Latin
America and North America.

About Clarus

Atlanta-based Clarus Corporation ( www.claruscorp.com ) (Nasdaq: CLRS - news), a
leader in business-to-business (B2B) e-commerce, provides Web-based procurement
software and services that exploit the global marketplace of the Internet to
manage corporate purchasing and enable digital marketplaces. Clarus is the clear
alternative in B2B e-commerce supporting the open, direct Internet model based
on the ClarusDirect(TM) architecture. This architecture directly connects buyers
and suppliers to maximize cost savings, improve procurement efficiencies, and
create new revenue opportunities for large and mid-sized companies. Clarus
solutions are being deployed at customer sites including Burlington Northern
Santa Fe Corp., Cinergy, Comcast Corporation, First Data Corporation, Gjensidige
NOR, MasterCard International, MetLife, Parsons Brinckerhoff, Perot Systems and
Wachovia.

This press release contains forward-looking statements within the meaning of
Section 27a of the Securities Act of 1933 and Section 21e of the Exchange Act.
Actual results could differ materially from those projected in the forward-
looking statements as a result of certain risks including that the benefits
expected by the company as a result of this announcement may not occur.

Throughout this release, software and hardware products are mentioned by name.
In most, if not all, cases, these product names are claimed as trademarks by the
companies that manufacture the products. It is not our intention to claim these
names or trademarks as our own.
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