<SEC-DOCUMENT>0001021408-01-508355.txt : 20011026
<SEC-HEADER>0001021408-01-508355.hdr.sgml : 20011026
ACCESSION NUMBER:		0001021408-01-508355
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20011018
EFFECTIVENESS DATE:		20011018

FILER:

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

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-71838
		FILM NUMBER:		1761823

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SQL FINANCIALS INTERNATIONAL INC /DE/
		DATE OF NAME CHANGE:	19980911
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>ds8.txt
<DESCRIPTION>FORM S-8
<TEXT>
<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                        ______________________________

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


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


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

                        STOCK OPTION AGREEMENT BETWEEN
                            CLARUS CORPORATION AND
                       AN OFFICER OF CLARUS CORPORATION
                       --------------------------------
                           (Full title of the plan)


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


                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                  Proposed      Proposed
Title of                          maximum        maximum
securities            Amount      offering      aggregate       Amount of
to be                 to be        price        offering      registration
registered          registered  per share(1)    price(1)         fee(1)
------------------  ----------  ------------  -------------  ---------------
Common Stock,
$.0001 par value      150,000      $7.44        $1,116,000        $279

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) and based on the option price under the terms of
     the option agreement between the Company and the Chief Operating Officer of
     the Company, which is the subject of this Registration Statement.

                                _______________
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 2000, filed with the Commission on March 21, 2001;

          (b)  The Company's Quarterly Reports on Form 10-Q for the quarters
     ended March 31, 2001 and June 30, 2001, filed with the Commission on May
     15, 2001 and August 10, 2001, respectively;

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

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

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

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

          Not applicable.

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

          The legality of the securities offered hereby has been passed upon by
the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the Company.
Members of the firm hold approximately 2,600 shares of Common Stock.

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

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

                                      II-1
<PAGE>

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

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

          Not applicable.

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

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

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

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

     4.2            Amendment to Amended and Restated Certificate of
                    Incorporation of the Company, which is incorporated by
                    reference to Exhibit 4.1 of the Company's Quarterly Report
                    on Form 10-Q for the quarter ended June 30, 2000, filed with
                    the Commission on August 14, 2000.

     4.3            Amended and Restated Bylaws of the Company, which are
                    incorporated by reference to Exhibit 3.4 of the Company's
                    Registration Statement on Form S-1 (File No. 333-46685).

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

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

     23.2           Consent of KPMG LLP.

     23.3           Consent of Arthur Andersen LLP.

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

     99             Stock Option Agreement dated August 15, 2001 between the
                    Company and Sean Feeney, Chief Operating Officer of the
                    Company.

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

(a)  The Company hereby undertakes:

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

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

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

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

                                      II-2
<PAGE>

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

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

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

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

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

                                      II-3
<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Clarus
Corporation (the "Company") certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Suwanee, State of Georgia, on this
18th day of October, 2001.

                                   CLARUS CORPORATION

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

                               POWER OF ATTORNEY

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

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

<TABLE>
<CAPTION>
Signature                                       Title                                                       Date
---------                                       -----                                                       ----
<S>                                             <C>                                                         <C>
/s/ Stephen P. Jeffery                          Chairman, Chief Executive Officer, President and            October 18, 2001
--------------------------------------          Director (Principal Executive Officer)
Stephen P. Jeffery

/s/ James J. McDevitt                           Chief Financial Officer (Principal Financial and            October 18, 2001
--------------------------------------          Accounting Officer)
James J. McDevitt

/s/ Donald L. House                             Director                                                    October 18, 2001
--------------------------------------
Donald L. House

/s/ Said Mohammadioun                           Director                                                    October 18, 2001
--------------------------------------
Said Mohammadioun

/s/ Mark A. Johnson                             Director                                                    October 18, 2001
--------------------------------------
Mark A. Johnson

/s/ Brady L. Rackley, III                       Director                                                    October 18, 2001
--------------------------------------
Brady L. Rackley, III
</TABLE>

                                      II-4
<PAGE>

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


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

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

     4.2       Amendment to Amended and Restated Certificate of Incorporation of
               the Company, which is incorporated by reference to Exhibit 4.1 of
               the Company's Quarterly Report on Form 10-Q for the quarter ended
               June 30, 2000, filed with the Commission on August 14, 2000.

     4.3       Amended and Restated Bylaws of the Company, which are
               incorporated by reference to Exhibit 3.4 of the Company's
               Registration Statement on Form S-1 (File No. 333-46685).

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

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

     23.2      Consent of KPMG LLP.

     23.3      Consent of Arthur Andersen LLP.

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

     99        Stock Option Agreement dated August 15, 2001 between the Company
               and Sean Feeney, Chief Operating Officer of the Company.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>dex5.txt
<DESCRIPTION>OPINION OF WOMBLE CARLYLE
<TEXT>
<PAGE>

                                                                       EXHIBIT 5

                                                            Elizabeth O. Derrick
                                                    Direct Dial:  (404) 888-7433
                                                     Direct Fax:  (404) 870-4824
                                                      E-Mail:  bderrick@wcsr.com

                               October 18, 2001

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

          Re:  Stock Option Agreement between Clarus Corporation and Sean
               Feeney, Chief Operating Officer of Clarus Corporation

Gentlemen:

          We have served as counsel for Clarus Corporation (the "Company") in
connection with its registration under the Securities Act of 1933, as amended,
of an aggregate of 150,000 shares of its common stock, $.0001 par value (the
"Shares"), which are proposed to be offered and sold pursuant to a certain stock
option agreement dated August 15, 2001, between the Company and Sean Feeney,
Chief Operating Officer of the Company (the "Agreement"), and pursuant to the
Company's Registration Statement on Form S-8 (the "Registration Statement") to
be filed with the Securities and Exchange Commission (the "Commission") with
respect to the Shares.

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

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

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

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

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

                              WOMBLE CARLYLE SANDRIDGE & RICE
                              A Professional Limited Liability Company


                              /s/ Womble Carlyle Sandridge & Rice, PLLC

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>dex232.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.2

                         Independent Auditors' Consent

The Board of Directors
Clarus Corporation:


     We consent to incorporation by reference in the registration statement on
Form S-8 of Clarus Corporation of our reports dated February 6, 2001, relating
to the consolidated statements of operations, stockholders' equity and
comprehensive loss, and cash flows of Clarus Corporation for the year ended
December 31, 2000, and the related financial statement schedule, which reports
appear in the December 31, 2000 annual report on Form 10-K of Clarus
Corporation.


/s/ KPMG LLP

Atlanta, Georgia
October 18, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>5
<FILENAME>dex233.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.3

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 28, 2000
included in Clarus Corporation's 10-K for the year ended December 31, 2000 and
to all references to our Firm included in this registration statement.


/s/ Arthur Andersen LLP

Atlanta, Georgia
October 17, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>dex99.txt
<DESCRIPTION>STOCK OPTION AGREEMENT
<TEXT>
<PAGE>

                                                                      EXHIBIT 99

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

                            Stock Option Agreement


     THIS AGREEMENT (together with Schedule A, attached hereto, the
"Agreement"), made effective the 15th day of August, 2001, between CLARUS
CORPORATION, a Delaware corporation (the "Corporation"), and SEAN FEENEY, an
employee of the Corporation (the "Optionee");

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

     WHEREAS, the Corporation believes that it would be in the best interest of
the Corporation to retain the services of the Optionee in the capacity of Chief
Operating Officer of the Corporation and such other positions or capacities as
may be determined in the future; and

     WHEREAS, the Optionee has agreed to enter into the employ of the
Corporation; and

     WHEREAS, the Corporation desires to provide certain stock-based incentive
compensation to the Optionee in order to encourage the Optionee to acquire or
increase his holdings of the common stock of the Corporation (the "Common
Stock") and to promote a closer identification of his interests with those of
the Corporation and its stockholders, thereby further stimulating his efforts to
enhance the efficiency, soundness, profitability, growth and stockholder value
of the Corporation;

     THEREFORE, in furtherance of the purposes stated herein and such other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Corporation and the Optionee hereby agree as follows:

     1.   Grant of Option; Term of Option.  The Corporation hereby grants to
          -------------------------------
the Optionee, as a matter of separate inducement and agreement in connection
with his employment to the Corporation, and not in lieu of any salary or other
compensation for his services, the right and option (the "Option") to purchase
all or any part of an aggregate of one hundred fifty thousand (150,000) shares
(the "shares") of the Common Stock of the Corporation, at a purchase price (the
"option price") of seven dollars and forty-four cents ($7.44) per share.  The
Option shall be designated as a nonqualified option and shall not be intended to
qualify as an incentive option under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").  Except as otherwise provided in this Agreement,
the Option will expire if not exercised in full before August 14, 2011.

     2.   Exercise of Option.  Subject to the terms of this Agreement, the
          ------------------
Option shall become exercisable on the date or dates and subject to such
conditions as are set forth on Schedule A attached hereto.  The Optionee
expressly acknowledges and agrees that the terms of Schedule A shall be
incorporated herein by reference and shall constitute part of this Agreement.
To the extent that any portion of the Option which is exercisable is not
exercised, such Option shall accumulate and be exercisable by the Optionee in
whole or in part at any time prior to expiration of the Option, subject to the
terms herein.  The Option may be exercised by giving written notice to the
Corporation in form acceptable to the Administrator (as defined in Section 10
herein) and at such place as the Administrator or its designee shall direct.
Such notice shall specify the number of shares to be purchased pursuant to the
Option and the aggregate purchase price to be paid therefor, and shall be
accompanied by the payment of such purchase price.  Such payment shall be in the
form of (i) cash; (ii) delivery (by either actual delivery or attestation) of
shares of Common Stock owned by the Optionee at the time of exercise for a
period of at least six months and otherwise acceptable to the Administrator;
(iii) delivery of written notice of exercise to the Corporation and delivery to
a broker of written notice of exercise and irrevocable instructions to promptly
deliver to the Corporation the amount of sale or loan proceeds to pay the option
price; or (iv) a combination of the foregoing methods.  Shares tendered in
payment on the exercise of the Option shall be valued at their fair market value
on the date of exercise, as determined by the Administrator in its discretion.
Upon the exercise of the Option in whole or in part and payment of the option
price to the Corporation in accordance with the provisions herein, the
Corporation shall as soon thereafter as practicable issue and deliver to the
Optionee (or his beneficiary in the event of his death), a certificate or
certificates for the shares purchased.
<PAGE>

     3.   Effect of Termination of Employment or Service.  The Option may not be
          ----------------------------------------------
exercised unless the Optionee is, at the time of exercise, an employee of the
Corporation or a related entity, and has been an employee continuously since the
date the Option was granted, subject to the following:

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

          (b)  The employment relationship of the Optionee shall be treated as
     continuing intact for any period that the Optionee is on military or sick
     leave or other bona fide leave of absence, provided that the period of such
     leave does not exceed 90 days, or, if longer, as long as the Optionee's
     right to reemployment is guaranteed either by statute or by contract. The
     employment relationship of the Optionee shall also be treated as continuing
     intact while the Optionee is not in active service because of disability.
     The Administrator shall determine whether the Optionee is disabled within
     the meaning of this paragraph, and, if applicable, the date of a
     participant's termination of employment or service for any reason (the
     "termination date").

          (c)  If the employment or service of the Optionee is terminated
     because of disability, or if the Optionee 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 the Optionee's
     termination date, except that the Administrator 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: (i) the close of the period of 12 months
     next succeeding the termination date; or (ii) the close of the option
     period. In the event of the Optionee'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)  If the employment of the Optionee is terminated for any reason
     other than disability, death or for "cause," the Option may be exercised to
     the extent exercisable on the date of such termination of employment,
     except that the Administrator 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: (i) the close of the period of three (3)
     months next succeeding the termination date; or (ii) the close of the
     option period. If the Optionee dies following such termination of
     employment and prior to the earlier of the dates specified in (i) or (ii)
     of this subparagraph (d), the Optionee shall be treated as having died
     while employed under subparagraph (c) immediately preceding (treating for
     this purpose the Optionee's date of termination of employment as the
     termination date). In the event of the Optionee's death, the 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)  If the employment of the Optionee is terminated for "cause," the
     Option shall lapse and no longer be exercisable as of his termination date,
     as determined by the Administrator. For purposes of this Agreement, the
     Optionee's termination shall be for "cause" if such termination results
     from the Optionee's (i) termination for cause under the terms of any
     employment, consulting or other agreement between the Optionee and the
     Corporation or a related entity; (ii) dishonesty or conviction of a crime;
     (iii) failure to perform his duties to the satisfaction of the Corporation;
     or (iv) 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 Administrator and its determination shall be final and
     conclusive.

          (f)  Notwithstanding the foregoing, the Administrator shall have
     authority, in its sole discretion, to accelerate the date or dates on which
     the Option shall become exercisable, extend the period during which the
     Option may be exercised, modify the terms and conditions of exercise, or
     any combination of the foregoing.

          (g)  For purposes of this Agreement, a "related corporation" shall
     mean any parent, majority-owned subsidiary or predecessor of the
     Corporation, and "related entity" shall mean any related corporation,
     limited liability company, partnership or other business entity controlled
     by, controlling or

                                       2
<PAGE>

     under common control with, the Corporation; provided, however, that
     notwithstanding the foregoing, the term "related entity" shall be construed
     in the Administrator's sole discretion in a manner in accordance with the
     registration provisions applicable under federal securities laws.

     4.   Effect of Change of Control.
          ---------------------------

          (a)  In the event of a "change of control" of the Corporation (as
     defined in Section 4(c) herein, the Option, to the extent it is outstanding
     as of the date of such change of control and not otherwise exercisable on
     that date, shall immediately become exercisable with respect to 50% of that
     portion of such outstanding Option which was not otherwise exercisable as
     of such date.

          (b)  Notwithstanding the foregoing, in the event of a change of
     control, the Administrator may, in its sole and absolute discretion,
     determine that the Option (or portion thereof) shall not 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 the Option or the grant of substitute awards (in either
     case, with substantially similar terms as the Option), as in the opinion of
     the Administrator is equitable or appropriate to protect the rights and
     interests of the Optionee.

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

               (i)    The date any entity or person shall have become the
          beneficial owner of, or shall have obtained voting control over, forty
          percent (40%) or more of the outstanding Common Stock;

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

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

     (For purposes herein, the term "person" shall mean any individual,
     corporation, partnership, group, association or other person, as such term
     is defined in Section 13(d)(3) or Section 14(d)(2) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), other than the
     Corporation, a subsidiary of the Corporation or any employee benefit
     plan(s) sponsored or maintained by the Corporation or any subsidiary
     thereof, and the term "beneficial owner" shall have the meaning given the
     term in Rule 13d-3 under the Exchange Act.)

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

                                       3
<PAGE>

     6.   Nontransferability of Option.  The Option shall not be transferable
          ----------------------------
other than by will or the laws of intestate succession, except as may be
permitted by the Administrator in its sole discretion in a manner consistent
with the registration provisions of the Securities Act of 1933, as amended (the
"Securities Act").  Except as may be permitted by the preceding sentence, this
Option shall be exercisable during the Optionee's lifetime only by the Optionee.
The designation of a beneficiary does not constitute a transfer.

     7.   Adjustments to Option and Agreement. If there is any change in the
          -----------------------------------
shares of Common Stock of the Corporation because of a merger, consolidation or
reorganization involving the Corporation or a related entity, or if the
Corporation declares a stock dividend or stock split distributable in shares of
Common Stock or reverse stock split, or if there is a similar change in the
capital stock structure of the Corporation or a related entity affecting the
Common Stock, the number of shares of Common Stock subject to the Option shall
be correspondingly adjusted, and the Administrator shall make such adjustments
to the Option or to any provisions of this Agreement as the Administrator deems
equitable to prevent dilution or enlargement of the Option.

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

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

     10.  Administration.  The authority to construe, interpret and administer
          --------------
this Agreement shall be vested in the Board of Directors of the Corporation, the
Compensation Committee of the Board (the "Committee"), or a designee of the
Board of Directors or the Committee (collectively, the "Administrator").  Any
interpretation of the Agreement by the Administrator and any decision made by it
with respect to the Agreement is final and binding.

     11.  Other Restrictions on Shares.
          ----------------------------

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

          (b)  The Optionee understands that the issuance and transfer of shares
     subject to the Option shall not be permitted unless such shares are
     registered under the Securities Act and qualified under applicable state
     securities laws or unless, in the opinion of counsel to the Corporation,
     exemptions from such registration and qualification requirements are
     available.  The Optionee understands that only the Corporation may file a
     registration statement with the Securities and Exchange Commission and that
     the Corporation is under no obligation to do so with respect to the shares
     subject to the Option.  The Optionee has also been advised that exemptions
     from registration and qualification may not be available or may not permit
     the Optionee to transfer all or any of the shares subject to the Option in
     the amounts or at the times proposed by him.

          (c)  To the extent required by Rule 16b-3 under the Exchange Act, the
     shares of Common Stock acquired upon exercise of the Option may not,
     without the consent of the Board of Directors of the Corporation or the
     Compensation Committee of the Board, be disposed of by the Optionee until
     the expiration of six months after the date of grant of the Option.

                                       4
<PAGE>

     12.  Amendment and Termination; Waiver.  This Agreement may be modified,
          ---------------------------------
amended or terminated only by the written agreement of the parties hereto.  The
waiver by the Corporation of a breach of any provision of the Agreement by the
Optionee shall not operate or be construed as a waiver of any subsequent breach
by the Optionee.

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

     14.  Governing Law.  This Agreement shall be construed and enforced
          -------------
according to the laws of the State of Delaware, without regard to the principles
of conflicts of laws.

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

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

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

          (a)  Neither the Optionee nor any other person shall, by reason of
     this Agreement, 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 their discretion, may set aside in
     anticipation of a liability under this Agreement. The Optionee shall have
     only a contractual right to the Common Stock issuable pursuant to this
     Agreement, unsecured by any assets of the Corporation or any related
     entity. Nothing contained in this Agreement shall constitute a guarantee
     that the assets of such corporations shall be sufficient to pay any
     benefits to any person.

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

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

                              CLARUS CORPORATION


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

Attest:



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

[Corporate Seal]
                              OPTIONEE

                              /s/ Sean Feeney                 (SEAL)
                              --------------------------------
                              Sean Feeney

                                       5
<PAGE>

                                  SCHEDULE A

                              CLARUS CORPORATION

                            Stock Option Agreement




Date Option granted:  August 15, 2001.
Date Option expires:  August 14, 2011.
Number of shares subject to Option:  150,000 shares.
Option price (per share): $7.44.
Status of Option: Nonqualified Stock Option

Vesting Schedule
----------------

Subject to the terms of the Agreement, the Option shall vest as follows: (i)
twenty-five percent (25%) of the shares subject to the Option shall vest on the
first anniversary of the date of grant; and (ii) the remaining portion of the
Option shall vest in equal monthly installments for 36 months beginning on
August 15, 2001.  The Option shall expire on August 14, 2011, or such earlier
date as may be provided in the Agreement.


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