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<SEC-DOCUMENT>0000950136-02-003562.txt : 20021223
<SEC-HEADER>0000950136-02-003562.hdr.sgml : 20021223
<ACCEPTANCE-DATETIME>20021223171754
ACCESSION NUMBER:		0000950136-02-003562
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20021206
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20021223

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24277
		FILM NUMBER:		02867603

	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>8-K
<SEQUENCE>1
<FILENAME>file001.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: (DATE OF EARLIEST EVENT REPORTED):
                                DECEMBER 6, 2002






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


            DELAWARE                  0-24277                58-1972600
(State or other jurisdiction of    (Commission             (IRS Employer
 incorporation or organization)       File No.)          Identification No.)


                               One Pickwick Plaza
                               Greenwich, CT 06830
          (Address of principal executive offices, including zip code)
                                 (203) 302-2000
              (Registrant's telephone number, including area code)



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


                             3970 Johns Creek Court
                                   Suite 100
                             Suwanee, Georgia 30024


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

ITEM 2.    Acquisition Or Disposition Of Assets

           On December 6, 2002, Clarus Corporation ("Clarus" or the "Company")
consummated the sale of substantially all of the assets of its electronic
commerce business (the "Asset Sale" or the "Sale") to Epicor Software
Corporation ("Epicor") for a purchase price, determined through arms-length
negotiation of the parties, of $1.0 million in cash, pursuant to the terms of an
Asset Purchase Agreement, dated as of October 17, 2002, between Clarus and
Epicor ("Asset Purchase Agreement"). Upon the consummation of the Sale, Mr.
Stephen P. Jeffery ceased serving as the Company's Chief Executive Officer and
Chairman, and Mr. James McDevitt ceased serving as the Company's Chief Financial
Officer.

           The description of the Asset Purchase Agreement and the transactions
contemplated by it is not intended to be complete and is qualified in its
entirety by the complete text of the Asset Purchase Agreement which is attached
as Exhibit 2.1 to this report.

           The Company is currently seeking opportunities to sell its remaining
operating assets.

ITEM 5.    Other Events and Required FD Disclosure.

           Following the Sale, Mr. Warren B. Kanders was appointed the Executive
Chairman of the Company's Board of Directors, and Mr. Nigel P. Ekern was
appointed the Company's Chief Administrative Officer and Secretary, each
pursuant to the terms of an employment agreement with the Company. In addition,
Mr. Jeffery entered into a Consulting Agreement with the Company.

           In order to supplement the Company's directors' and officers'
liability insurance coverage, and to provide the Company's directors and
executive officers with contractual assurance that the protection provided by
the Company's Certificate of Incorporation will be available to them (regardless
of any amendment or revocation of the Company's Certificate of Incorporation),
the Company has agreed to enter into Indemnification Agreements with its
directors and executive officers.

ITEM 7.    Financial Statements, Pro Forma Information and Exhibits

      (b)  Pro Forma Financial Information

           The following unaudited pro forma Condensed Consolidated Statements
           of Operations for the twelve month period ended December 31, 2001 and
           the nine month period ended September 30, 2002 give effect to the
           Sale as though it occurred on January 1, 2001. The unaudited pro
           forma balance sheet assumes the Sale was completed as of September
           30, 2002. The unaudited pro forma financial data and the notes
           thereto should be read in conjunction with the Company's historical
           financial statements. The unaudited pro forma financial data is based
           upon the Company's historical consolidated financial statements and
           certain assumptions and estimates of the Company's management that
           are subject to change. The unaudited pro forma financial data is
           presented for illustrative purposes only and is not necessarily
           indicative of any future results of operations or the results that
           might have occurred if the Sale had actually occurred on the
           indicated dates.


<PAGE>


                               CLARUS CORPORATION
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31, 2001
                                                             --------------------------------------------------------
                                                                                PRO FORMA          PRO FORMA
                                                               HISTORICAL      ADJUSTMENTS         AS ADJUSTED
                                                             --------------- --------------     ----------------
<S>                                                            <C>           <C>                       <C>
        REVENUES:
           License fees                                             $ 7,807        $(4,500)(1)           $3,307
           Services fees                                              9,198         (4,543)(1)            4,655
                                                             --------------- --------------     ----------------
             Total revenues                                          17,005         (9,043)(1)            7,962
        COST OF REVENUES:
           License fees                                                 211           (122)(2)               89
           Services fees                                             12,253         (6,818)(3)            5,435
                                                             --------------- --------------     ----------------
             Total cost of revenues                                  12,464         (6,940)               5,524

        OPERATING EXPENSES:
           Research and development                                  16,220         (9,853)(4)            6,367
           Sales and marketing                                       27,294        (20,191)(5)            7,103
           General and administrative                                14,918              - (6)           14,918
           Impairment of intangible assets                           36,756        (36,756)(7)                -
           Gain on disposal of assets                                  (20)              -                  (20)
                                                             --------------- --------------     ----------------
             Operating expenses, before non-cash items               95,168        (66,800)              28,368
            Depreciation                                              3,750           (589)(8)            3,161
            Amortization                                              8,462         (8,462)(9)                -
                                                             --------------- --------------     ----------------
             Operating expenses, before compensation expense        107,380        (75,851)              31,529
            Non-cash sales and marketing                              6,740           (391)(10)           6,349
            Non-cash general and administrative                         252              -                  252
                                                             --------------- --------------     ----------------
                 Total operating expenses                           114,372        (76,242)              38,130

        Operating income/(loss)                                    (109,831)        74,139              (35,692)
        Other income                                                    107              -                  107
        Loss on impairment of investments                           (16,472)             -              (16,472)
        Interest income                                               6,570              -                6,570
        Interest expense                                                228              -                  228
                                                             --------------- --------------     ----------------
           Income/(loss) from continuing operations
             before tax provision                                  (119,854)        74,139              (45,715)
           Income tax provision                                          -               -                    -
                                                             --------------- --------------     ----------------
            Net loss from continuing operations                    (119,854)        74,139              (45,715)
                                                             =============== ==============     ================

        Loss per common share, basic and diluted
           Net loss from continuing operations                      $ (7.72)       $  4.77              $ (2.95)
                                                             =============== ==============     ================

        Weighted average shares outstanding
           Basic                                                     15,530         15,530               15,530
           Diluted                                                   15,530         15,530               15,530
</TABLE>


<PAGE>


                               CLARUS CORPORATION
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                      NINE MONTHS ENDED SEPTEMBER 30, 2002
                                                             --------------------------------------------------------
                                                                               PRO FORMA            PRO FORMA
                                                               HISTORICAL    ADJUSTMENTS           AS ADJUSTED
                                                             --------------- --------------     ----------------
        <S>                                                        <C>            <C>                   <C>
        REVENUES:
           License fees                                             $ 2,649        $  (804)(1)           $1,845
           Services fees                                              5,352         (2,748)(1)            2,604
                                                             --------------- --------------     ----------------
             Total revenues                                           8,001         (3,552)(1)            4,449
        COST OF REVENUES:
           License fees                                                  21             (6)(2)               15
           Services fees                                              4,809         (2,726)(3)            2,083
                                                             --------------- --------------     ----------------
             Total cost of revenues                                   4,830         (2,732)               2,098

        OPERATING EXPENSES:
           Research and development                                   6,437         (3,508)(4)            2,929
           Sales and marketing                                        7,249         (2,200)(5)            5,049
           General and administrative                                 6,758               -(6)            6,758
           Impairment of intangible assets                           10,360        (10,360)(7)                -
           Loss on disposal of assets                                   918               -                 918
                                                             --------------- --------------     ----------------
             Operating expenses, before non-cash items               31,722        (16,068)              15,654
            Depreciation                                              3,404           (523)(8)            2,881
            Amortization                                                455           (455)(9)                -
                                                             --------------- --------------     ----------------
             Operating expenses, before compensation expense         35,581        (17,046)              18,535
            Non-cash sales and marketing                                450           (450)(10)               -
            Non-cash general and administrative                           -               -                   -
                                                             --------------- --------------     ----------------
                 Total operating expenses                            36,031        (17,496)              18,535

        Operating income/(loss)                                    (32,860)          16,676            (16,184)
        Other income                                                     26               -                  26
        Loss on impairment of investments                                 -               -                   -
        Interest income                                               1,986               -               1,986
        Interest expense                                                169               -                 169
                                                             --------------- --------------     ----------------
            Income/(loss) from continuing operations
            before tax provision                                   (31,017)          16,676            (14,341)
            Income tax provision                                          -               -                   -
                                                             --------------- --------------     ----------------
            Net loss from continuing operations                    (31,017)          16,676            (14,341)
                                                             =============== ==============     ================

        Loss per common share, basic and diluted
           Net loss from continuing operations                     $ (1.99)         $  1.07            $ (0.92)
                                                             =============== ==============     ================

        Weighted average shares outstanding
           Basic                                                     15,597          15,597              15,597
           Diluted                                                   15,597          15,597              15,597
</TABLE>


<PAGE>


                               CLARUS CORPORATION
                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                    SEPTEMBER 30, 2002
                                                                   -----------------------------------------------------
                                                                                     PRO FORMA            PRO FORMA
                                                                    HISTORICAL      ADJUSTMENTS          AS ADJUSTED
                                                                   -------------- ---------------     ---------------
<S>                                                                 <C>             <C>                <C>
                                         ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                                         $ 17,745           $   895(1)       $  18,640
     Marketable securities                                               84,832                 -             84,832
     Accounts receivable, less allowance for doubtful accounts
       of $631                                                              963                 -                963
     Prepaids and other current assets                                    1,488             (151)(2)           1,337
                                                                   -------------- ---------------     ---------------
Total current assets                                                    105,028               744            105,772

PROPERTY AND EQUIPMENT, NET                                               3,129             (694)(3)           2,435

OTHER ASSETS:
     Deposits and other long-term assets                                     45                 -                 45
                                                                   -------------- ---------------     ---------------
         TOTAL ASSETS                                                  $108,202            $   50           $108,252
                                                                   ============== ===============     ===============

            LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable and accrued liabilities                           $  5,200           $    -           $  5,200
     Deferred revenue                                                      2,185            (604)(4)           1,581
                                                                   -------------- ---------------     ---------------
Total current liabilities                                                  7,385            (604)              6,781
LONG-TERM LIABILITIES:
     Deferred revenue                                                         67              (5)(4)              62
     Long-term debt                                                        5,000                -              5,000
     Other long-term liabilities                                             256                -                256
                                                                   -------------- ---------------     ---------------
Total liabilities                                                         12,708            (609)             12,099

STOCKHOLDERS' EQUITY:
    Preferred stock, $0.0001 par value; 5,000,000 shares
      authorized; none issued                                                  -                -                  -
    Common stock, $0.0001 par value; 100,000,000 shares                        2                -                  2
       authorized: 15,728,108 shares issued and 15,653,108
       outstanding
    Additional paid-in capital                                           361,018                -            361,018
    Accumulated deficit                                                (265,640)              659(5)       (264,981)
    Treasury stock, at cost                                                  (2)                -                (2)
    Accumulated other comprehensive income                                   116                -                116
                                                                   -------------- ---------------     ---------------
Total stockholders' equity                                                95,494              659             96,153
                                                                   -------------- ---------------     ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $ 108,202         $     50          $ 108,252
                                                                   ============== ===============     ===============
</TABLE>



<PAGE>


                  Notes - Statements of Operations:

                  The Asset Sale involves the sale of certain assets associated
                  with our electronic commerce business to Epicor. The assets
                  sold include the following products and related assets:
                  eProcurement, Sourcing, View (for eProcurement), eTour (for
                  eProcurement), ClarusNet and Settlement products, our customer
                  lists, certain contracts and certain intellectual property
                  rights that are primarily related to the transferred assets,
                  maintenance payments that we received between October 17,
                  2002, and the closing date of the Asset Sale for maintenance
                  and services to be performed by Epicor after the closing date
                  of the Asset Sale, and certain property and equipment.

                 (1)   Reflects the revenues directly associated with the
                       products and certain contracts included in the Asset
                       Sale.
                 (2)   Represents the cost of royalties associated with products
                       licensed to customers included in the Asset Sale.
                 (3)   Cost of services revenue associated with the assets sold.
                       With the exception of our Cashbook product, services
                       costs are not capable of being calculated on a product-
                       by-product basis. All cost of services revenue, other
                       than cost of services revenue attributable to the
                       Cashbook product, has been allocated based upon revenue.
                 (4)   Reflects the development costs associated with the assets
                       sold allocated based upon the research and development
                       headcount by product.
                 (5)   Represents the sales and marketing expenses associated
                       with the assets sold based upon an allocation utilizing
                       license fee revenue as the basis.
                 (6)   General and administrative expenses are not included in
                       the assets sold. The majority of our general and
                       administrative costs are related to administration and
                       our facilities.
                 (7)   Reflects the intangible impairment loss related to the
                       assets sold.
                 (8)   Depreciation related to the specific property and
                       equipment included in the Asset Sale.
                 (9)   Amortization of the intangible assets included in the
                       Asset Sale.
                 (10)  Noncash sales and marketing expense related to sales and
                       marketing agreements included in the Asset Sale.

                  Notes - Balance Sheet

                 (1)   Includes the $1.0 million closing cash payment less
                       certain expenses related to the sale including $50,000 to
                       be paid to our financial advisor, U.S. Bancorp Piper
                       Jaffray and $55,000 to Willamette for issuing a fairness
                       opinion.
                 (2)   Prepaid expenses for future support related to licensed
                       products used in research and development that are
                       included in the Asset Sale.
                 (3)   Net book value of property and equipment that are
                       included in the Asset Sale.
                 (4)   Deferred revenue associated with the products and certain
                       contracts included in the Asset Sale.
                 (5)   Gain on the Asset Sale assuming the transaction occurred
                       on September 30, 2002. The gain on sale is calculated is
                       follows (in thousands):

                         Total proceeds from sale               $ 1,000
                         Less:
                            Transaction costs                       105
                                                            ------------
                         Net proceeds from sale                     895

                         Assets sold to Epicor:
                           Prepaid assets                           151
                           Property and equipment                   694
                                                            ------------
                           Total Assets sold to Epicor              845

                         Liabilities assumed by Epicor:
                              Deferred revenue                      609
                                                            ------------

                           Net assets sold to Epicor                236
                                                            ------------

                           Gain on sale of assets                $  659
                                                            ------------



<PAGE>


      (c)  Exhibits

           2.1  Asset Purchase Agreement, dated as of October 17, 2002, by and
                between Epicor Software Corporation and Clarus Corporation
                (Incorporated by reference from the Company's Form 8-K filed on
                October 18, 2002)
           2.2  Form of Bill of Sale and Assumption Agreement (Incorporated by
                reference from the Company's Form 8-K filed on October 18, 2002)
           2.3  Form of Trademark Assignment (Incorporated by reference from the
                Company's Form 8-K filed on October 18, 2002)
           2.4  Form of Patent Assignment (Incorporated by reference from the
                Company's Form 8-K filed on October 18, 2002)
           2.5  Form of Noncompetition Agreement (Incorporated by reference from
                the Company's Form 8-K filed on October 18, 2002)
           2.6  Form of Legal Opinion (Incorporated by reference from the
                Company's Form 8-K filed on October 18, 2002)
           2.7  Form of Transition Services Agreement (Incorporated by reference
                from the Company's Form 8-K filed on October 18, 2002)
           2.8  Form of Escrow Agreement (Incorporated by reference from the
                Company's Form 8-K filed on October 18, 2002)
           2.9  Source Code Sublicense Agreement (Incorporated by reference from
                the Company's Form 8-K filed on October 18, 2002)
           10.1 Form of Indemnification Agreement for Directors and Executive
                Officers of the Company.
           10.2 Employment Agreement, dated as of December 6, 2002, between the
                Company and Warren B. Kanders.
           10.3 Employment Agreement, dated as of December 6, 2002, between the
                Company and Nigel P. Ekern.
           10.4 Consulting Agreement, dated as of December 6, 2002, between the
                Company and Stephen P. Jeffery.
           99.1 Press Release







                                    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: December 23, 2002            /S/  NIGEL P. EKERN
                                   --------------------------
                                   NIGEL P. EKERN
                                   Chief Administrative Officer


<PAGE>


                                 EXHIBIT INDEX


           2.1  Asset Purchase Agreement, dated as of October 17, 2002, by and
                between Epicor Software Corporation and Clarus Corporation
                (Incorporated by reference from the Company's Form 8-K filed on
                October 18, 2002)
           2.2  Form of Bill of Sale and Assumption Agreement (Incorporated by
                reference from the Company's Form 8-K filed on October 18, 2002)
           2.3  Form of Trademark Assignment (Incorporated by reference from the
                Company's Form 8-K filed on October 18, 2002)
           2.4  Form of Patent Assignment (Incorporated by reference from the
                Company's Form 8-K filed on October 18, 2002)
           2.5  Form of Noncompetition Agreement (Incorporated by reference from
                the Company's Form 8-K filed on October 18, 2002)
           2.6  Form of Legal Opinion (Incorporated by reference from the
                Company's Form 8-K filed on October 18, 2002)
           2.7  Form of Transition Services Agreement (Incorporated by reference
                from the Company's Form 8-K filed on October 18, 2002)
           2.8  Form of Escrow Agreement (Incorporated by reference from the
                Company's Form 8-K filed on October 18, 2002)
           2.9  Source Code Sublicense Agreement (Incorporated by reference from
                the Company's Form 8-K filed on October 18, 2002)
           10.1 Form of Indemnification Agreement for Directors and Executive
                Officers of the Company.
           10.2 Employment Agreement, dated as of December 6, 2002, between the
                Company and Warren B. Kanders.
           10.3 Employment Agreement, dated as of December 6, 2002, between the
                Company and Nigel P. Ekern.
           10.4 Consulting Agreement, dated as of December 6, 2002, between the
                Company and Stephen P. Jeffery.
           99.1 Press Release






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>INDEMNIFICATION AGREEMENT
<TEXT>
<PAGE>


                            INDEMNIFICATION AGREEMENT



         This Indemnification Agreement ("Agreement") is made as of
________________, 2002 by and between Clarus Corporation, a Delaware corporation
(the "Company"), and ________________________ ("Indemnitee").

                                    RECITALS

         WHEREAS, it is essential to the Company and its stockholders to attract
and retain highly qualified and capable directors, officers, employees, and
agents;

         WHEREAS, the Certificate of Incorporation of the Company (the
"Certificate of Incorporation") allows the Company to indemnify and advance
expenses to its directors and officers;

         WHEREAS, this Agreement is a supplement to and in furtherance of the
Certificate of Incorporation of the Company and any resolutions adopted pursuant
thereto and shall not be deemed a substitute therefor, nor to diminish or
abrogate any rights of Indemnitee thereunder;

         WHEREAS, in recognition of Indemnitee's need for protection against
personal liability in order to induce Indemnitee to serve the Company in an
effective manner, and to supplement the Company's directors' and officers'
liability insurance coverage, and, in part, to provide Indemnitee with specific
contractual assurance that the protection provided by the Certificate of
Incorporation will be available to Indemnitee (regardless of, among other
things, any amendment to or revocation of the Certificate of Incorporation), the
Company wishes to provide the Indemnitee with the benefits contemplated by this
Agreement; and

         WHEREAS, as a result of the provision of such benefits Indemnitee has
agreed to serve or continue to serve the Company as a director, officer,
employee, or agent;

         NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

         1.     DEFINITIONS. As used in this Agreement:

                (a)   "Beneficial Owner" shall have the meaning given to such
term in Rule l3d-3 under the Exchange Act; provided, however, that Beneficial
Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason
of the stockholders of the Company approving a merger of the Company with
another entity.

                (b)   "Board" or "Board of Directors" shall mean the board of
directors of the Company from time to time.

<PAGE>

                (b)   A "Change in Control" shall be deemed to occur upon the
earliest to occur after the date of this Agreement of any of the following
events:

                      (i)   Acquisition of Stock by Third Party. Any Person (as
defined below) is or becomes the Beneficial Owner (as defined below), directly
or indirectly, of securities of the Company representing thirty percent (30%) or
more of the combined voting power of the Company's then outstanding securities;

                      (ii)  Change in Board of Directors. During any period of
two (2) consecutive years (not including any period prior to the execution of
this Agreement), individuals who at the beginning of such period constitute the
Board, and any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a transaction described
in Sections 1(b)(i), 1(b)(iii) or 1(b)(iv)) whose election by the Board or
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a least
a majority of the members of the Board;

                      (iii) Corporate Transactions. The effective date of a
merger or consolidation of the Company with any other entity, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior to such merger or consolidation continuing
to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 66.67% of the combined voting
power of the voting securities of the surviving entity outstanding immediately
after such merger or consolidation and with the power to elect at least a
majority of the board of directors or other governing body of such surviving
entity;

                      (iv)  Liquidation. The approval by the stockholders of the
Company of a complete liquidation of the Company or an agreement or series of
agreements for the sale or disposition by the Company of all or substantially
all of the Company's assets; and

                      (v)   Other Events. There occurs any other event of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or a response to any similar item on any similar
schedule or form) promulgated under the Exchange Act (as defined below), whether
or not the Company is then subject to such reporting requirement.

                (c)   "Corporate Status" describes the status of a person who is
or was a director, officer, trustee, general partner, managing member,
fiduciary, employee or agent of the Company or of any other Enterprise (as
defined below) which such person is or was serving at the request of the
Company.

                (d)   "DGCL" means the General Corporation Law of the State of
Delaware, as in effect from time to time.

                                       2
<PAGE>

                (e)   "Disinterested Director" means a director of the Company
who is not and was not a party to the Proceeding in respect of which
indemnification is sought by Indemnitee.

                (f)   "Enterprise" shall mean the Company and any other
corporation, limited liability company, partnership, joint venture, trust,
employee benefit plan or other enterprise or entity of which Indemnitee is or
was serving at the request of the Company as a director, officer, trustee,
general partner, managing member, fiduciary, employee or agent.

                (g)   "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

                (h)   "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements, costs, or expenses
of the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a
witness in, or otherwise participating in, a Proceeding. Expenses also shall
include Expenses incurred in connection with any appeal resulting from any
Proceeding, including without limitation the premium, security for, and other
costs relating to any cost bond, supersedes bond, or other appeal bond or its
equivalent. Expenses, however, shall not include amounts paid in settlement by
Indemnitee or the amount of judgments, fines, or other Losses against
Indemnitee.

                (i)   "Independent Counsel" means a law firm, or a member of a
law firm, that is experienced in matters of corporation law and neither
presently is, nor in the past five years has been, retained to represent: (i)
the Company or Indemnitee in any matter material to either such party (other
than with respect to matters concerning the Indemnitee under this Agreement, or
of other indemnitees under similar indemnification agreements), or (ii) any
other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall
not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee's rights
under this Agreement. The Company agrees to pay the reasonable fees and expenses
of the Independent Counsel referred to above and to fully indemnify such counsel
against any and all Expenses, claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.

                (j)   "Loss" means all judgments, fines, penalties, damages,
liabilities, claims, and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection with or in respect
of such judgments, fines, penalties, damages, liabilities, claims, and amounts
paid in settlement).

                (k)   Reference to "other enterprise" shall include employee
benefit plans; references to "fines" shall include any excise tax assessed with
respect to any employee benefit plan; references to "serving at the request of
the Company" shall include any service as a director, officer, employee or agent
of the Company which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries;

                                       3
<PAGE>

and a person who acted in good faith and in a manner he reasonably believed to
be in the best interests of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Company" as referred to in this Agreement.

                (k)   A "Potential Change in Control" shall occur if the Company
(a) enters into an agreement, the consummation of which would result in the
occurrence of a Change in Control or (b) the Board of Directors adopts a
resolution to the effect that, for purposes of this Agreement, a potential
Change in Control has occurred.

                (l)   "Person" shall have the meaning as set forth in Sections
13(d) and 14(d) of the Exchange Act; provided, however, that Person shall
exclude (i) the Company and any of its direct and indirect subsidiaries, (ii)
any trustee or other fiduciary holding securities under an employee benefit plan
of the Company, and (iii) any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

                (m)   The term "Proceeding" shall include any threatened,
pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, inquiry, administrative hearing or any other actual,
threatened or completed proceeding, whether brought in the right of the Company
or otherwise and whether of a civil, criminal, administrative or investigative
nature, in which Indemnitee was, is or will be involved as a party or otherwise
by reason of the fact that Indemnitee is or was a director, officer, employee,
or agent of the Company, by reason of any action taken (or failure to act) by
him or of any action (or failure to act) on his part while acting as director or
officer of the Company, or by reason of the fact that he is or was serving at
the request of the Company as a director, officer, trustee, general partner,
managing member, fiduciary, employee or agent of any other Enterprise, in each
case whether or not serving in such capacity at the time any liability or
expense is incurred for which indemnification, reimbursement, or advancement of
expenses can be provided under this Agreement.

         2.     INDEMNIFICATION IN THIRD-PARTY PROCEEDINGS. The Company
shall indemnify Indemnitee, his executors, and administrators in accordance with
the provisions of this Section 2 if Indemnitee is, or is threatened to be made,
a party to or a participant (as a witness or otherwise) in any Proceeding, other
than a Proceeding by or in the right of the Company to procure a judgment in its
favor. Pursuant to this Section 2, Indemnitee shall be indemnified against all
Expenses and Losses incurred by Indemnitee or on his behalf in connection with
such Proceeding or any claim, issue or matter therein, if Indemnitee acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company and, in the case of a criminal action or
proceeding had no reasonable cause to believe that his conduct was unlawful.

         3.     INDEMNIFICATION IN PROCEEDINGS BY OR IN THE RIGHT OF THE
COMPANY. The Company shall indemnify Indemnitee, his executors, and
administrators in accordance with the provisions of this Section 3 if Indemnitee
is, or is threatened to be made, a party to or a participant (as a witness or
otherwise) in any Proceeding by or in the right of the Company to procure a
judgment in its favor. Pursuant to this Section 3, Indemnitee shall be
indemnified against all

                                       4
<PAGE>

Expenses, but not Losses, incurred by him or on his behalf in connection with
such Proceeding or any claim, issue or matter therein, if Indemnitee acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company. No indemnification for Expenses shall be made
under this Section 3 in respect of any claim, issue or matter as to which
Indemnitee shall have been finally adjudged by a court to be liable to the
Company, unless and only to the extent that any court in which the Proceeding
was brought or the Delaware Court of Chancery shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to indemnification for
such Expenses which the Delaware Court of Chancery or such other court shall
deem proper.

         4.     INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a witness in any Proceeding to which Indemnitee is not
a party, he shall be indemnified against all Expenses incurred by him or on his
behalf in connection therewith.

         5.     ADDITIONAL INDEMNIFICATION.

                (a)   Notwithstanding any limitation in Sections 2 or 3, the
Company shall indemnify Indemnitee to the fullest extent permitted by law if
Indemnitee is a party to or threatened to be made a party to any Proceeding
(including a Proceeding by or in the right of the Company to procure a judgment
in its favor) against all Expenses and Losses incurred by Indemnitee in
connection with the Proceeding. No indemnification shall be made under this
Section 5(a) on account of Indemnitee's conduct which constitutes a breach of
Indemnitee's duty of loyalty to the Company or its stockholders or is an act or
omission not in good faith or which involves intentional misconduct or a knowing
violation of the law.

                (b)   For purposes of Section 5(a), the meaning of the phrase
"to the fullest extent permitted by law" shall include, but not be limited to:

                      (i)   to the fullest extent permitted by the provision of
the DGCL that authorizes or contemplates additional indemnification by
agreement, or the corresponding provision of any amendment to or replacement of
the DGCL, and

                      (ii)  to the fullest extent authorized or permitted by any
amendments to or replacements of the DGCL adopted after the date of this
Agreement that increase the extent to which a corporation may indemnify its
officers and directors.

         6.     EXCLUSIONS. Notwithstanding any provision in this Agreement, the
Company shall not be obligated under this Agreement to make any indemnification
in connection with any claim made against Indemnitee:

                (a)   for which payment has actually been received by or on
behalf of Indemnitee under any insurance policy or other indemnification
provision, except with respect to any excess beyond the amount actually received
under any insurance policy or other indemnification provision;

                                       5
<PAGE>

                (b)   for an accounting of profits made from the purchase and
sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Exchange Act or similar provisions of state
statutory law or common law; or

                (c)   for any Loss which the Company is prohibited by applicable
law from paying as indemnification or for any other reason.

         7.     ADVANCES OF EXPENSES; DEFENSE OF CLAIM; SETTLEMENT

                (a)   Notwithstanding any provision of this Agreement to the
contrary, the Company shall advance the Expenses incurred by Indemnitee in
connection with any Proceeding within ten (10) days after the receipt by the
Company of a statement or statements requesting such advances from time to time,
whether prior to or after final disposition of any Proceeding. Advances shall be
unsecured and interest free. Advances shall be made without regard to
Indemnitee's ability to repay the expenses and without regard to Indemnitee's
ultimate entitlement to indemnification under the other provisions of this
Agreement. Advances shall include any and all Expenses incurred pursuing an
action to enforce this right of advancement, including Expenses incurred
preparing and forwarding statements to the Company to support the advances
claimed. The Indemnitee shall qualify for advances solely upon the execution and
delivery to the Company of an undertaking providing that the Indemnitee
undertakes to repay the advance to the extent that it is ultimately determined
that Indemnitee is not entitled to be indemnified by the Company. This Section
7(a) shall not apply to any claim made by Indemnitee for which indemnification
is excluded pursuant to Section 6.

                (b)   In the event the Company shall be obligated hereunder to
provide indemnification for Expenses or Losses, or shall be required to make an
advance in accordance with Section 7(a) hereof, the Company, if appropriate,
shall be entitled to assume the defense of such Proceeding, with counsel
reasonably satisfactory to Indemnitee, upon the delivery to Indemnitee of
reasonable written notice of its election to do so. After delivery of such
notice, the Company will not be liable to Indemnitee under this Agreement for
any legal or other Expenses subsequently incurred by Indemnitee in connection
with such defense other than reasonable Expenses of investigation; provided that
Indemnitee shall have the right to employ its counsel in such Proceeding but the
Expenses of such counsel incurred after delivery of notice from the Company of
its assumption of such defense shall be at the Indemnitee's expense; provided
further that if: (i) the employment of counsel by Indemnitee has been previously
authorized by the Company, (ii) Indemnitee shall have reasonably concluded that
there will be a conflict of interest between the Company and Indemnitee in the
conduct of any such defense, or (iii) the Company shall not, in fact, have
employed counsel to assume the defense of such action or having employed
counsel, such counsel is not diligently prosecuting a defense on behalf of the
Indemnitee, the Expenses of counsel employed by the Indemnitee shall be at the
expense of the Company.

                (c)   The Company shall not settle any action, claim or
Proceeding (in whole or in part) which would impose any Expense, Loss, or
limitation on the Indemnitee without the Indemnitee's prior written consent, and
no settlement of any Proceeding shall be entered into unless, if applicable, in
the Indemnitee's discretion, such settlement includes, as an unconditional term

                                       6
<PAGE>

thereof, the delivery by the claimant or plaintiff in such Proceeding to
Indemnitee of a duly executed written release of Indemnitee from all liability
or obligation in respect of such Proceeding, which release shall be reasonably
satisfactory in form and substance to Indemnitee and Indemnitee's counsel. The
Company shall have no obligation to indemnify Indemnitee under this Agreement
for any amounts paid in settlement of any Proceeding effected without the
Company's prior written consent, which consent shall not be unreasonably
withheld, conditioned, or delayed.

         8.     PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.

                (a)   Within forty-five (45) days after the actual receipt by
Indemnitee of notice that he or she is a party to or a participant (as a witness
or otherwise) in any Proceeding, Indemnitee shall submit to the Company a
written notice identifying the Proceeding. The omission by the Indemnitee to
notify the Company will not relieve the Company from any liability which it may
have to Indemnitee (i) otherwise than under this Agreement, and (ii) under this
Agreement only to the extent the Company can establish that such omission to
notify resulted in actual prejudice to the Company.

                (b)   Indemnitee shall thereafter deliver to the Company a
written application to indemnify Indemnitee in accordance with this Agreement.
Such application(s) may be delivered from time to time and at such time(s) as
Indemnitee deems appropriate in his or her sole discretion. Following such a
written application for indemnification by Indemnitee, the Indemnitee's
entitlement to indemnification shall be determined according to Section 9(a) of
this Agreement.

         9.     PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.

                (a)   Upon written request by Indemnitee for indemnification
pursuant to Section 8(b), a determination, if required by law, with respect to
Indemnitee's entitlement to indemnification hereunder shall be made (i) by a
majority vote of the Disinterested Directors, even though less than a quorum of
the Board, or if there are no Disinterested Directors by a majority vote of the
Board or (ii) if so requested by the Indemnitee in his or her sole discretion,
by Independent Counsel in a written opinion to the Board and the Indemnitee,
which shall supersede any determination made by the Board. If (i) it is so
determined that Indemnitee is entitled to indemnification or (ii) a
determination is not required by applicable law, payment to Indemnitee shall be
made within ten (10) days after such determination. Indemnitee shall reasonably
cooperate with the person, persons or entity making such determination with
respect to Indemnitee's entitlement to indemnification, including providing to
such person, persons or entity upon reasonable advance request any documentation
or information which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably necessary to such
determination. Any Expenses incurred by Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the
Company (irrespective of the determination as to Indemnitee's entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.

                (b)   In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 9(a)
hereof, the Independent Counsel shall be selected

                                       7
<PAGE>

as provided in this Section 9(b). If a Change in Control shall not have
occurred, the Independent Counsel shall be selected by the Board of Directors,
and the Company shall give written notice to Indemnitee advising him of the
identity of the Independent Counsel so selected. If a Change in Control shall
have occurred, the Independent Counsel shall be selected by Indemnitee (unless
Indemnitee shall request that such selection be made by the Board of Directors,
in which event the preceding sentence shall apply), and Indemnitee shall give
written notice to the Company advising it of the identity of the Independent
Counsel so selected. In either event, Indemnitee or the Company, as the case may
be, may, within 10 days after such written notice of selection shall have been
received, deliver to the Company or to Indemnitee, as the case may be, a written
objection to such selection; provided, however, that such objection may be
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of "Independent Counsel" as defined in Section 1 of this
Agreement, and the objection shall set forth with particularity the factual
basis of such assertion. Absent a proper and timely objection, the person so
selected shall act as Independent Counsel. If such written objection is so made
and substantiated, the Independent Counsel so selected may not serve as
Independent Counsel unless and until such objection is withdrawn or a court of
competent jurisdiction has determined that such objection is without merit. If,
within 20 days after submission by Indemnitee of a written request for
indemnification pursuant to Section 8(b) hereof, no Independent Counsel shall
have been selected and not objected to, either the Company or Indemnitee may
petition a court of competent jurisdiction for resolution of any objection which
shall have been made by the Company or Indemnitee to the other's selection of
Independent Counsel and/or for the appointment as Independent Counsel of a
person selected by the Court or by such other person as the Court shall
designate, and the person with respect to whom all objections are so resolved or
the person so appointed shall act as Independent Counsel under Section 9(a)
hereof. Upon the due commencement of any judicial proceeding or arbitration
pursuant to Section 12(a) of this Agreement, Independent Counsel shall be
discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).

                (c)   The Company agrees to pay the reasonable fees of
Independent Counsel and to fully indemnify such Independent Counsel against any
and all Expenses and Losses arising out of or relating to this Agreement or its
engagement pursuant hereto.

         10.    ESTABLISHMENT OF TRUST. In the event of a Potential Change in
Control or Change of Control, the Company shall, upon written request by
Indemnitee, create a trust (the "Trust") for the benefit of Indemnitee and from
time to time upon written request of Indemnitee shall fund the Trust in an
amount sufficient, in the reasonable opinion of the Board or the Independent
Counsel, as the case may be, to satisfy any and all Losses and Expenses which
are actually paid or which Indemnitee reasonably determines from time to time
may be payable by the Company under this Agreement. The terms of the Trust shall
provide that upon a Change in Control: (i) the Trust shall not be revoked or the
principal thereof invaded without the written consent of Indemnitee; (ii) the
trustee of the Trust shall advance, within 20 days of a request by Indemnitee,
any and all Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse
the Trust under the circumstances under which Indemnitee would be required to
reimburse the Company under Section 7(a) of this Agreement); (iii) the Company
shall continue to fund the Trust from time to time in accordance with the
funding obligations set forth above; (iv) the trustee of the Trust shall
promptly pay to Indemnitee

                                       8
<PAGE>

all Expenses and Losses for which Indemnitee shall be entitled to
indemnification pursuant this Agreement; and (v) all unexpended funds in the
Trust shall revert to the Company upon a final determination by a court of
competent jurisdiction in a final decision from which there is no further right
of appeal that Indemnitee has been fully indemnified under the terms of this
Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be
approved by the Company, which approval shall not be unreasonably withheld,
conditioned, or delayed.

         11.    PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

                (a)   In making a determination with respect to entitlement to
indemnification hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under
this Agreement if Indemnitee has submitted a request for indemnification in
accordance with Section 8(b) of this Agreement, and the Company shall have the
burden of proof to overcome that presumption in connection with the making by
any person, persons or entity of any determination contrary to that presumption.
Neither the failure of the Company (including by its directors or independent
legal counsel) to have made a determination prior to the commencement of any
action pursuant to this Agreement that indemnification is proper in the
circumstances because Indemnitee has met the applicable standard of conduct, nor
an actual determination by the Company (including by its directors or
independent legal counsel) that Indemnitee has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption that
Indemnitee has not met the applicable standard of conduct.

                (b)   If the person, persons or entity empowered or selected
under Section 9 of this Agreement to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within thirty (30) days
after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification, absent a
prohibition of such indemnification under applicable law; provided, however,
that such 30-day period may be extended for a reasonable time, not to exceed an
additional fifteen (15) days, if the person, persons or entity making the
determination with respect to entitlement to indemnification in good faith
requires such additional time for the obtaining or evaluating of documentation
and/or information relating thereto.

                (c)   The termination of any Proceeding or of any claim, issue
or matter therein, by judgment, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not of itself adversely affect the
right of Indemnitee to indemnification or create a presumption that Indemnitee
did not act in good faith and in a manner which the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company or, with
respect to any criminal Proceeding, that Indemnitee had reasonable cause to
believe that the Indemnitee's conduct was unlawful.

                (d)   For purposes of any determination of good faith,
Indemnitee shall be deemed to have acted in good faith if Indemnitee's action is
based on the records or books of account of the Enterprise, including financial
statements, or on information supplied to Indemnitee by the officers of the
Enterprise in the course of their duties, or on the advice of legal counsel for
the Enterprise or on information or records given or reports made to the
Enterprise by an independent certified public

                                       9
<PAGE>

accountant or by an appraiser or other expert selected by the Enterprise or any
other Person permitted by law. The provisions of this Section 11(d) shall not be
deemed to be exclusive or to limit in any way the other circumstances in which
the Indemnitee may be deemed or found to have met the applicable standard of
conduct set forth in this Agreement.

                (e)   The knowledge and/or actions, or failure to act, of any
other director, trustee, partner, managing member, fiduciary, officer, agent or
employee of the Enterprise shall not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement.

         12.    REMEDIES OF INDEMNITEE.

                (a)   In the event that (i) a determination is made pursuant to
Section 9 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant
to Section 7 of this Agreement, (iii) no determination of entitlement to
indemnification shall have been made pursuant to Section 9(a) of this Agreement
within forty-five (45) days after receipt by the Company of the request for
indemnification, (iv) payment of indemnification is not made pursuant to Section
4 or the last sentence of Section 9(a) of this Agreement within ten (10) days
after receipt by the Company of a written request therefor, or (v) payment of
indemnification pursuant to Section 2, 3, or 5 of this Agreement is not made
within ten (10) days after a determination has been made that Indemnitee is
entitled to indemnification, if such a determination is required by applicable
law, Indemnitee shall be entitled to an adjudication by a court of his
entitlement to such indemnification or advancement of Expenses. Alternatively,
Indemnitee, at his option, may seek an award in arbitration to be conducted by a
single arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration Association. The Company shall not oppose Indemnitee's right to seek
any such adjudication or award in arbitration.

                (b)   In the event that a determination shall have been made
pursuant to Section 9(a) of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to
this Section 12 shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of
that adverse determination. In any judicial proceeding or arbitration commenced
pursuant to this Section 12 the Company shall have the burden of proving
Indemnitee is not entitled to indemnification or advancement of Expenses, as the
case may be, and the Company may not refer to or introduce into evidence any
determination pursuant to Section 9(a) of this Agreement adverse to Indemnitee
for any purpose. If Indemnitee commences a judicial proceeding or arbitration
pursuant to this Section 12, Indemnitee shall not be required to reimburse the
Company for any advances pursuant to Section 7 until a final determination is
made with respect to Indemnitee's entitlement to indemnification (as to which
all rights of appeal have been exhausted or lapsed).

                (c)   If a determination shall have been made pursuant to
Section 9(a) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or
arbitration commenced pursuant to this Section 12, absent a prohibition of such
indemnification under applicable law.

                                       10
<PAGE>

                (d)   In the event that Indemnitee, pursuant to this Section 12,
seeks a judicial adjudication of or an award in arbitration to enforce his
rights under, or to recover damages for breach of, this Agreement, Indemnitee
shall be entitled to recover from the Company, and shall be indemnified by the
Company against, any and all Expenses incurred by him in such judicial
adjudication or arbitration. If it shall be determined in such judicial
adjudication or arbitration that Indemnitee is entitled to receive part but not
all of the indemnification or advancement of Expenses sought, the Indemnitee
shall be entitled to recover from the Company, and shall be indemnified by the
Company against, any and all Expenses incurred by Indemnitee in connection with
such judicial adjudication or arbitration.

                (e)   The Company shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section 12 that
the procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.

                (f)   The Company shall indemnify Indemnitee to the fullest
extent permitted by law against all Expenses and, if requested by Indemnitee,
shall (within ten (10) days after the Company's receipt of such written request)
advance such Expenses to Indemnitee, which are incurred by Indemnitee in
connection with any judicial proceeding or arbitration brought by Indemnitee for
(i) indemnification or advances of Expenses by the Company under this Agreement
or any other agreement or provision of the Company's Certificate of
Incorporation or By-laws now or hereafter in effect or (ii) recovery or advances
under any insurance policy maintained by any person for the benefit of
Indemnitee, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, advance or insurance recovery, as the case
maybe.

         13.    NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.

                (a)   The rights of the indemnification hereunder including to
indemnification and to receive advancement of Expenses as provided by this
Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Company's Certificate of
Incorporation, the Company's By-laws, any agreement, a vote of stockholders or a
resolution of directors, or otherwise. No amendment, alteration or repeal of
this Agreement or of any provision hereof shall limit or restrict any right of
Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee in his Corporate Status prior to such amendment, alteration or
repeal. To the extent that a change in Delaware law, whether by statute or
judicial decision, permits greater indemnification or advancement of Expenses
than would be afforded currently under the Company's By-laws and this Agreement,
it is the intent of the parties hereto that Indemnitee shall enjoy by this
Agreement the greater benefits so afforded by such change. No right or remedy
herein conferred is intended to be exclusive of any other right or remedy, and
every other right and remedy shall be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other right or remedy.

                                       11
<PAGE>

                (b)   To the extent that the Company maintains an insurance
policy or policies providing liability insurance for directors, officers,
trustees, partners, managing members, fiduciaries, employees, or agents of the
Company or of any other Enterprise which such person serves at the request of
the Company, Indemnitee shall be covered by such policy or policies in
accordance with its or their terms to the maximum extent of the coverage
available for any such director, trustee, partner, managing member, fiduciary,
officer, employee or agent under such policy or policies. If, at the time the
Company receives notice from any source of a Proceeding as to which Indemnitee
is a party or a participant (as a witness or otherwise), the Company has
director and officer liability insurance in effect, the Company shall give
prompt notice of such Proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf
of the Indemnitee, all amounts payable as a result of such Proceeding in
accordance with the terms of such policies.

                (c)   In the event of any payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all
action necessary to secure such rights, including execution of such documents as
are necessary to enable the Company to bring suit to enforce such rights.

                (d)   The Company shall not be liable under this Agreement to
make any payment of amounts otherwise indemnifiable (or for which advancement is
provided hereunder) hereunder if and to the extent that Indemnitee has otherwise
actually received such payment under any insurance policy, contract, agreement
or otherwise.

                (e)   The Company's obligation to indemnify or advance Expenses
hereunder to Indemnitee who is or was serving at the request of the Company as a
director, officer, trustee, partner, managing member, fiduciary, employee or
agent of any other Enterprise shall be reduced by any amount Indemnitee has
actually received as indemnification or advancement of expenses from such
Enterprise.

         14.    DURATION OF AGREEMENT. This Agreement shall continue until and
terminate upon the later of: (a) ten (10) years after the date that Indemnitee
shall have ceased to serve as a director or officer of the Company or as a
director, officer, trustee, partner, managing member, fiduciary, employee or
agent of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise which Indemnitee served at the request of the
Company; or (b) one (1) year after the final termination of any Proceeding
(including any rights of appeal thereto) then pending, or reasonably related to,
or arising out of the same facts of, any Proceeding then pending, in respect of
which Indemnitee is granted rights of indemnification or advancement of Expenses
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12
of this Agreement relating thereto (including any rights of appeal of any
Section 12 Proceeding).

         15.    SEVERABILITY. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of
this Agreement (including without limitation, each portion of any Section of
this Agreement containing any such provision held to be invalid, illegal or

                                       12
<PAGE>

unenforceable, that is not itself invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby and shall remain enforceable to the
fullest extent permitted by law; (b) such provision or provisions shall be
deemed reformed to the extent necessary to conform to applicable law and to give
the maximum effect to the intent of the parties hereto; and (c) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested thereby.

         16.    ENFORCEMENT AND BINDING EFFECT.

                (a)   The Company expressly confirms and agrees that it has
entered into this Agreement and assumed the obligations imposed on it hereby in
order to induce Indemnitee to serve as a director or officer of the Company, and
the Company acknowledges that Indemnitee is relying upon this Agreement in
serving as a director, officer, employee, or agent of the Company.

                (b)   This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, oral, written and implied, between the
parties hereto with respect to the subject matter hereof.

                (c)   The indemnification and advancement of expenses provided
by, or granted pursuant to this Agreement shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

         17.    MODIFICATION AND WAIVER. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions of this Agreement
nor shall any waiver constitute a continuing waiver.

         18.    NOTICE BY INDEMNITEE. Indemnitee agrees promptly to notify the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification or advancement of Expenses
covered hereunder. The failure of Indemnitee to so notify the Company shall not
relieve the Company of any obligation which it may have to the Indemnitee under
this Agreement or otherwise.

         19.    NOTICES. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given (a) if delivered by hand and receipted for by the party to whom said
notice or other communication shall have been directed, or (b) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:

                (a)   If to Indemnitee, at the address indicated on the
signature page of this Agreement, or such other address as Indemnitee shall
provide in writing to the Company.

                                       13
<PAGE>

                (b)   If to the Company to:

                      Clarus Corporation
                      3970 Johns Creek Court
                      Suwanee, Georgia  30024
                      Attention: Chief Executive Officer

                      with a copy to :

                      Kane Kessler, P.C.
                      1350 Avenue of the Americas
                      New York, New York  10019
                      Attention:  Robert L. Lawrence, Esq.

or to any other address as may have been furnished to Indemnitee in writing by
the Company.

         20.    CONTRIBUTION. To the fullest extent permissible under applicable
law, if the indemnification provided for in this Agreement is unavailable to
Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying
Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for
Expenses or Losses, in connection with any claim relating to an indemnifiable
event under this Agreement, in such proportion as is deemed fair and reasonable
in light of all of the circumstances of such Proceeding in order to reflect (i)
the relative benefits received by the Company and Indemnitee as a result of the
event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the
relative fault of the Company (and its directors, officers, employees and
agents) and Indemnitee in connection with such event(s) and/or transaction(s).

         21.    APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and
the legal relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to its conflict of laws rules. Except with respect to any arbitration commenced
by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or
proceeding arising out of or in connection with this Agreement shall be brought
only in the Chancery Court of the State of Delaware (the "Delaware Court"), and
not in any other state or federal court in the United States of America or any
court in any other country, (ii) consent to submit to the exclusive jurisdiction
of the Delaware Court for purposes of any action or proceeding arising out of or
in connection with this Agreement, (iii) waive any objection to the laying of
venue of any such action or proceeding in the Delaware Court, and (iv) waive,
and agree not to plead or to make, any claim that any such action or proceeding
brought in the Delaware Court has been brought in an improper or inconvenient
forum.

         22.    IDENTICAL COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same Agreement.
Only one such counterpart signed by the party

                                       14
<PAGE>

against whom enforceability is sought needs to be produced to evidence the
existence of this Agreement.

         23.    MISCELLANEOUS. Use of the masculine pronoun shall be deemed to
include usage of the feminine pronoun where appropriate. The headings of the
paragraphs of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction
thereof.


                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




















                                       15
<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
as of the day and year first above written.




                                             Clarus Corporation

                                             By:  ______________________________
                                                  Name:    _____________________
                                                  Title:   _____________________


                                             Indemnitee

                                             By:  ______________________________
                                                  Name:    _____________________
                                                  Address: _____________________
                                                           _____________________
                                                           _____________________
                                                           _____________________
                                                           _____________________











                                       16


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>



                              EMPLOYMENT AGREEMENT



                  THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of
December 6, 2002, is entered into between CLARUS CORPORATION, a Delaware
corporation (the "Company") and WARREN B. KANDERS (the "Employee").

                              W I T N E S S E T H :
                              ---------------------

                  WHEREAS, the Company desires to employ the Employee and to be
assured of his services on the terms and conditions hereinafter set forth; and

                  WHEREAS, the Employee is willing to accept such employment on
such terms and conditions.

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, the Company and the Employee hereby
agree as follows:

                  1. EMPLOYMENT. The Company hereby employs the Employee on the
terms set forth below, and the Employee accepts such employment, upon the terms
and subject to the conditions set forth in this Agreement.

                  2. TERM. The term of this Agreement shall commence on the date
hereof (the "Effective Date") and shall terminate on the third anniversary of
the Effective Date, subject to earlier termination pursuant to the provisions of
Section 10 hereof (the "Term").

                  3. DUTIES. (a) During the Term of this Agreement, the Employee
shall serve as the Executive Chairman of the Board of Directors of the Company
and shall perform all duties commensurate with his position. The Employee shall
devote as much time as is necessary to perform his duties hereunder and shall
use his best efforts, skills and abilities to promote the interests of the
Company and to diligently and competently perform the duties of his position.

                  4. COMPENSATION AND BENEFITS. (a) During the term of this
Agreement, the Company shall pay to the Employee, and the Employee shall accept
from the Company, as compensation for the performance of services under this
Agreement and the Employee's observance and performance of all of the provisions
hereof, a salary of $250,000 per year (the "Base Compensation"). The Employee's
salary shall be payable in accordance with the normal payroll practices of the
Company and shall be subject to withholding for applicable taxes and other
amounts. In addition to the Base Compensation, the Employee may, in the sole and
absolute discretion of the Board of Directors of the Company, be entitled to
performance bonuses which may be based upon a variety of factors, including the
Employee's performance and the achievement of Company goals, all as determined
in the sole and absolute discretion of the Board of Directors of the Company.


<PAGE>


                     (b) During the term of this Agreement, the Employee shall
be entitled to participate in or benefit from, in accordance with the
eligibility and other provisions thereof, the Company's medical insurance and
other fringe benefit plans or policies as the Company may make available to, or
have in effect for, its personnel with commensurate duties from time to time. In
addition, during the Term the Company shall maintain term life insurance on the
Employee in the amount of $2,000,000 for the benefit of the Employee's designees
(the "Life Insurance"). The Company retains the right to terminate or alter any
such plans or policies from time to time. The Employee shall also be entitled to
four weeks paid vacation each year, sick leave and other similar benefits in
accordance with policies of the Company from time to time in effect for
personnel with commensurate duties.

                     (c) The Employee shall also be entitled to participate, at
the sole and absolute discretion of the Board of Directors of the Company, in
the Company's incentive stock option plan. Such participation shall be based
upon, among other things, the Employee's performance and the Company's
performance.

                  5. REIMBURSEMENT OF BUSINESS EXPENSES. During the term of this
Agreement, upon submission of proper invoices, receipts or other supporting
documentation satisfactory to the Company and in specific accordance with such
guidelines as may be established from time to time by the Company's Board of
Directors, the Employee shall be reimbursed by the Company for all reasonable
business expenses actually and necessarily incurred by the Employee on behalf of
the Company in connection with the performance of services under this Agreement.

                  6. REPRESENTATION OF EMPLOYEE; RESTRICTIONS ON SALE. (a) The
Employee represents and warrants that he is not party to, or bound by, any
agreement or commitment, or subject to any restriction, including but not
limited to agreements related to previous employment containing confidentiality
or noncompete covenants, which in the future may have a possibility of adversely
affecting the business of the Company or the performance by the Employee of his
duties under this Agreement.

                  7. CONFIDENTIALITY. For purposes of this Section 7, all
references to the Company shall be deemed to include all of the Company's
subsidiaries.

                     (a) CONFIDENTIAL INFORMATION. The Employee acknowledges
that as a result of his employment with the Company, the Employee has and will
continue to have knowledge of, and access to, proprietary and confidential
information of the Company, including, without limitation, inventions, trade
secrets, technical information, know-how, plans, specifications, methods of
operations, financial and marketing information, information with respect to
business and product development, including, without limitation, acquisitions
and new lines of business, and the identity of customers and suppliers
(collectively, the "Confidential Information"), and that such information, even
though it may be contributed, developed or acquired by the Employee, constitutes
valuable, special and unique assets of the Company developed at great expense
which are the exclusive property of the Company. Accordingly, the Employee shall
not, at any time, either during or subsequent to the term of this Agreement, use
(whether for personal gain or otherwise), reveal, report, publish, transfer or
otherwise disclose to


                                       2
<PAGE>


any person, corporation or other entity, any of the Confidential Information
without the prior written consent of the Company, except (i) to responsible
officers and employees of the Company and other responsible persons who are in a
contractual or fiduciary relationship with the Company and who have a need for
such information for purposes in the best interests of the Company, (ii) for
such information which is or becomes of general public knowledge from authorized
sources other than the Employee, and (iii) for such disclosure as is required by
law or legal process and then only with as much prior written notice to the
Company as is practical under the circumstances and only to the extent required
by such law or legal process. The Employee acknowledges that the Company would
not enter into this Agreement without the assurance that all such Confidential
Information will be used for the exclusive benefit of the Company.

                     (b) RETURN OF CONFIDENTIAL INFORMATION. Upon the
termination of Employee's employment with the Company, the Employee shall
promptly deliver to the Company all drawings, manuals, letters, notes,
notebooks, reports and copies thereof and all other materials relating to the
Company's business, including without limitation any materials incorporating
Confidential Information, which are in the Employee's possession or control.

                     (c) INVENTIONS, ETC. The Employee will promptly disclose to
the Company all designs, processes, inventions, improvements, discoveries and
other information related to the business of the Company (collectively
"developments") conceived, developed or acquired by him alone or with others
during the term of this Agreement, whether or not conceived during regular
working hours, through the use of Company time, material or facilities or
otherwise. All such developments shall be the sole and exclusive property of the
Company, and upon request the Employee shall deliver to the Company all
drawings, models and other data and records relating to such developments. In
the event any such developments shall be deemed by the Company to be patentable
or copyrightable, the Employee shall, at the expense of the Company, assist the
Company in obtaining any patents or copyrights thereon and execute all documents
and do all other things necessary or proper to obtain letters patent and
copyrights and to vest the Company with full title thereto.

                  8. NON-COMPETITION. (a) For purposes of this Section 8, all
references to the Company shall be deemed to include all of the Company's
subsidiaries. Upon the consummation of the Redeployment of the Company's Assets
(as defined below), the Employee shall execute and deliver to the Company a
non-competition agreement (the "Non-competition Agreement") pursuant to which
the Employee shall agree that during the Term of this Agreement and for a period
of two (2) years thereafter, the Employee shall not engage, directly or
indirectly, or have an interest, directly or indirectly, anywhere in the United
States of America or any other geographic area where the Post-Redeployment
Company (as defined below) does business or in which its products or services
are marketed, alone or in association with others, as principal, officer, agent,
employee, director, partner or stockholder (except with respect to his
employment by the Post-Redeployment Company), or through the investment of
capital, lending of money or property, rendering of services or otherwise, in
any business competitive with or substantially similar to that engaged in by the
Post-Redeployment Company during the Term of this Agreement (it being understood
hereby, that the ownership by the Employee of five percent (5%) or less of the
stock of any company listed on a national securities exchange shall not be
deemed a


                                       3
<PAGE>


violation of this Section 8 and it being further understood that nothing herein
shall prevent the Employee from engaging in the business of investing,
reinvesting, or trading in any entity or its securities or other financial
instruments). As used herein, "Redeployment of the Company's Assets" shall mean
the investment of more than fifty percent (50%) of the Company's assets, as of
the date hereof, in any other company, partnership, limited liability company,
or other entity, through a merger, purchase of stock or assets, or joint venture
and "Post-Redeployment Company" shall mean the operating business engaged in by
the Company after the Redeployment of the Company's Assets.

                     (b) USE OF MARKS. The Employee shall not at any time,
directly or indirectly, use or purport to authorize any person to use any name,
mark, logo, trade dress or other identifying words or images which are the same
as or similar to those used at any time by the Company or the Post-Redeployment
Company in connection with any product or service, whether or not such use would
be in a business competitive with that of the Company or the Post-Redeployment
Company.

                     (c) TOLLING OF RESTRICTED PERIOD. Any breach or violation
by the Employee of the provisions of this Section 8 shall toll the running of
any time periods set forth in this Section 8 for the duration of any such breach
or violation.

                     (d) TERMINATION OF RESTRICTION. Notwithstanding anything
else contained herein, the restrictions set forth in this Section 8, and any
restrictions set forth in the Non-competition Agreement, shall terminate
immediately if the Employee should no longer (i) be an officer or director of
the Company or (ii) own at least five percent (5%) of the outstanding shares of
capital stock of the Company.

                  9. REMEDIES. The restrictions set forth in Sections 7 and 8
are considered by the parties to be fair and reasonable. The Employee
acknowledges that the restrictions contained in Section 7 and 8 will not prevent
him from earning a livelihood. The Employee further acknowledges that the
Company would be irreparably harmed and that monetary damages would not provide
an adequate remedy in the event of a breach of the provisions of Sections 7 or
8. Accordingly, the Employee agrees that, in addition to any other remedies
available to the Company, the Company (i) shall be entitled to specific
performance, injunction, and other equitable relief to secure the enforcement of
such provisions and (ii) shall not be required to post bond in connection with
seeking any such equitable remedies. If any provisions of Sections 7, 8, or 9
relating to the time period, scope of activities or geographic area of
restrictions is declared by a court of competent jurisdiction to exceed the
maximum permissible time period, scope of activities or geographic area, the
maximum time period, scope of activities or geographic area, as the case may be,
shall be reduced to the maximum which such court deems enforceable. If any
provisions of Sections 7, 8, or 9 other than those described in the preceding
sentence are adjudicated to be invalid or unenforceable, the invalid or
unenforceable provisions shall be deemed amended (with respect only to the
jurisdiction in which adjudication is made) in such manner as to render them
enforceable and to effectuate as nearly as possible the original intentions and
agreement of the parties.


                                       4
<PAGE>


                  10. TERMINATION. This Agreement may be terminated prior to the
expiration of the Term set forth in Section 2 upon the occurrence of any of the
events set forth in, and subject to the terms of, this Section 10.

                      (a) DEATH. This Agreement will terminate immediately and
automatically upon the death of the Employee. If this Agreement is terminated on
account of the death of the Employee, then the Employee's estate shall be
entitled to receive accrued Base Compensation and bonus through the date of such
termination, and the Employee and the Employee's estate shall have no further
entitlement to Base Compensation, bonus, or benefits, other than the proceeds of
the Life Insurance, from the Company following the effective date of such
termination.

                      (b) DISABILITY. This Agreement may be terminated at the
Company's option, immediately upon notice to the Employee, if the Employee shall
suffer a permanent disability. For the purposes of this Agreement, the term
"permanent disability" shall mean the Employee's inability to perform his duties
under this Agreement for a period of sixty (60) consecutive days or for an
aggregate of ninety (90) days, whether or not consecutive, in any twelve (12)
month period, due to illness, accident or any other physical or mental
incapacity, as reasonably determined by the Board of Directors of the Company.
In the event that a dispute arises with respect to the disability of the
Employee, the parties shall each select a physician licensed to practice in the
State of Connecticut to make such a determination. If the two (2) physicians
selected cannot agree on a determination, they will mutually select a third
physician and the decision of the majority of the three (3) physicians will be
binding. If this Agreement is terminated on account of the permanent disability
of the Employee, then the Employee shall be entitled to receive accrued Base
Compensation and bonus through the date of such termination, and the Employee
shall have no further entitlement to Base Compensation, bonus, or benefits from
the Company following the effective date of such termination.

                      (c) CAUSE. This Agreement may be terminated at the
Company's option, immediately upon notice to the Employee, and solely with
respect to clauses (i) and (iii) below, after the expiration of a 10-day cure
period after written notice thereof to the Employee, upon: (i) breach by the
Employee of any material provision of this Agreement; (ii) gross negligence or
willful misconduct of the Employee in connection with the performance of his
duties under this Agreement; (iii) Employee's failure to perform any reasonable
directive of the Board of Directors of the Company; or (iv) fraud, criminal
conduct, dishonesty or embezzlement by the Employee. If this Agreement is
terminated by the Company for cause, then the Employee shall be entitled to
receive accrued Base Compensation through the date of such termination, and the
Employee shall have no further entitlement to Base Compensation, bonus, or
benefits from the Company following the effective date of such termination.

                      (d) WITHOUT CAUSE. This Agreement may be terminated, other
than upon a Change in Control, at any time by the Company without cause
immediately upon giving written notice to the Employee of such termination. In
such event, Company shall pay to the Employee his accrued bonus through the date
of termination and shall continue to pay to the Employee his Base Compensation
in accordance with the normal payroll practices of the Company for twenty-four
(24) months after the effective date of such termination, and the


                                       5
<PAGE>


Employee shall have no further entitlement to bonus or benefits from the Company
following the effective date of such termination. Notwithstanding anything else
contained herein, in the event that this Agreement is terminated by the Company
without cause, then any options for the purchase of common stock, par value
$.0001, of the Company ("Common Stock") held by the Employee shall vest and
become immediately exercisable and salable and any restrictions applicable to
any restricted stock award granted to the Employee shall automatically expire
and such shares of restricted stock shall vest and become immediately
exercisable and salable

                      (e) CHANGE IN CONTROL. (i) This Agreement may be
terminated bythe Company or the Employee within ninety (90) days after the
effectiveness of a Change in Control. In such event, Company shall pay to the
Employee his accrued bonus through the date of termination and shall continue to
pay to the Employee his Base Compensation in accordance with the normal payroll
practices of the Company for twenty-four (24) months after the effective date of
such termination. Notwithstanding anything else contained herein, in the event
that this Agreement is terminated by the Company without cause or by the
Employee in connection with a Change in Control, then any options for the
purchase of Common Stock of the Company held by the Employee shall vest and
become immediately exercisable and salable and any restrictions applicable to
any restricted stock award granted to the Employee shall automatically expire
and such shares of restricted stock shall vest and become immediately
exercisable and salable. In the event a Change in Control should occur prior to
the grant to the Employee of at least 500,000 shares of restricted Common Stock,
the Company shall pay to the Employee, in a lump sum payment simultaneously with
the effectiveness of such Change in Control, an amount equal to (i) the higher
of (a) the opening price of the Company's Common Stock, as listed on any
national securities exchange, on the date of such Change in Control and (b) the
value attributed to shares of the Company's Common Stock pursuant to such Change
in Control times (ii) the result derived from subtracting the number of any
shares of restricted stock granted to the Employee as of such Change in Control
from five-hundred thousand (500,000), provided that for the purpose of such
calculation, such result shall not be less than zero (0). In addition, upon a
termination of this Agreement in connection with a Change in Control, the
restrictions set forth in Section 8 hereof shall terminate, effective upon the
consummation of such Change in Control. Except as set forth in this Section
10(e), the Employee shall have no further entitlement to bonus or benefits from
the Company following the effective date of such termination.

                  (ii) As used herein, "Change in Control" shall mean any of the
following:

                        (a) The date any entity or person other than the
Employee or his affiliates shall have become the beneficial owner of, or shall
have obtained voting control over, fifty percent (50%) or more of the
outstanding Common Stock of the Company;

                        (b) The date there shall have been a change in a
majority of the Board of Directors of the Company within a 12-month period (not
including any period prior to the execution of this Agreement) unless the
nomination for election by the Company's stockholders of each new director was
approved by the vote of a majority of the directors then still in office who
were in office at the beginning of the 12-month period;

                        (c) The date the Company consummates (x) a merger or
consolidation of the Company with or into another corporation, in which the
Company is not the continuing or surviving corporation or pursuant to which any
shares of Common Stock of the


                                       6
<PAGE>


Company would be converted into cash, securities or other property of another
corporation, other than (i) a merger or consolidation of the Company in which
holders of Common Stock immediately prior to such merger or consolidation have
the same proportionate ownership of Common Stock of the surviving corporation
immediately after such merger or consolidation as immediately before such merger
or consolidation and (ii) a merger or consolidation of the Company in which
holders of Common Stock immediately prior to such merger or consolidation
continue to own at least a majority of the combined voting securities of the
Company (or the surviving entity) outstanding immediately after such merger or
consolidation, or (y) the sale or other disposition of all or substantially all
of the assets of the Company.

                      (f) BY THE EMPLOYEE. This Agreement may be terminated at
the Employee's option upon thirty (30) days' notice to the Company. If this
Agreement is terminated by the Employee, then the Employee shall be entitled to
receive accrued Base Compensation and bonus through the date of such
termination, and the Employee shall have no further entitlement to Base
Compensation, bonus, or benefits from the Company following the effective date
of such termination.

                  11. TAX GROSS-UP AMOUNT. In the event that any amount or
benefit paid or distributed to the Employee pursuant to this Agreement, taken
together with any amounts or benefits otherwise paid or distributed to the
Employee by the Company or any affiliated company (collectively, the "Covered
Payments"), would be an excess parachute payment "as defined in Section 280G of
the Code and would thereby subject the Employee to the tax (the "Excise Tax")
imposed under Section 4999 of the Code (or any similar tax that may hereafter be
imposed), then the Company will reimburse the Employee in an amount equal to the
"Tax Gross-Up Amount" (as defined in the next sentence). The Tax Gross-Up Amount
means an amount equal to the sum of the Excise Tax, any other similar federal
tax and the amount of any other additional federal tax, including any additional
income tax, arising as a result of any payment pursuant to this Section 7(d),
which sum may be due and payable by the Employee or withheld by the Company
(collectively, the "Total Taxes") so that the Employee receives actual payments
or benefits, after payment or withholding, in an amount no less than that which
would have been received by him or her if no obligation for Total Taxes had
arisen.

                  12. MISCELLANEOUS.

                      (a) SURVIVAL. The provisions of Sections 7, 8, 9, 10,
11, and 12 shall survive the termination of this Agreement.

                      (b) ENTIRE AGREEMENT. This Agreement sets forth the
entire understanding of the parties and merges and supersedes any prior or
contemporaneous agreements between the parties pertaining to the subject matter
hereof.

                      (c) MODIFICATION. This Agreement may not be modified
or terminated orally, and no modification or waiver of any of the provisions
hereof shall be binding unless in writing and signed by the party against whom
the same is sought to be enforced.


                                       7
<PAGE>


                      (d) WAIVER. Failure of a party to enforce one or more of
the provisions of this Agreement or to require at any time performance of any of
the obligations hereof shall not be construed to be a waiver of such provisions
by such party nor to in any way affect the validity of this Agreement or such
party's right thereafter to enforce any provision of this Agreement, nor to
preclude such party from taking any other action at any time which it would
legally be entitled to take.

                      (e) SUCCESSORS AND ASSIGNS. Neither party shall have the
right to assign this Agreement, or any rights or obligations hereunder, without
the consent of the other party; provided, however, that upon the sale of all or
substantially all of the assets, business and goodwill of the Company to another
company, or upon the merger or consolidation of the Company with another
company, this Agreement shall inure to the benefit of, and be binding upon, both
Employee and the company purchasing such assets, business and goodwill, or
surviving such merger or consolidation, as the case may be, in the same manner
and to the same extent as though such other company were the Company; and
provided, further, that the Company shall have the right to assign this
Agreement to any affiliate or subsidiary of the Company. Subject to the
foregoing, this Agreement shall inure to the benefit of, and be binding upon,
the parties hereto and their legal representatives, heirs, successors and
permitted assigns.

                      (f) COMMUNICATIONS. All notices, requests, demands and
other communications under this Agreement shall be in writing and shall be
deemed to have been given at the time personally delivered or when mailed in any
United States post office enclosed in a registered or certified postage prepaid
envelope and addressed to the addresses set forth below, or to such other
address as any party may specify by notice to the other party; provided,
however, that any notice of change of address shall be effective only upon
receipt.

                          TO THE COMPANY:   Clarus Corporation
                                            3970 Johns Creek Court
                                            Suwanee, Georgia  30024
                                            Attention: Warren B. Kanders

                          WITH A COPY TO:   Kane Kessler, P.C.
                                            1350 Avenue of the Americas
                                            New York, New York  10019
                                            Attention:  Robert L. Lawrence, Esq.

                          TO THE EMPLOYEE:  Warren B. Kanders
                                            2 Soundview Drive
                                            Greenwich, CT 06830

                      (g) SEVERABILITY. If any provision of this Agreement is
held to be invalid or unenforceable by a court of competent jurisdiction, such
invalidity or unenforceability shall not affect the validity and enforceability
of the other provisions of this Agreement and the provision held to be invalid
or unenforceable shall be enforced as nearly as possible according to its
original terms and intent to eliminate such invalidity or unenforceability.


                                       8
<PAGE>


                      (h) JURISDICTION; VENUE. This Agreement shall be subject
to the exclusive jurisdiction of the courts located in New York County, New
York. Any breach of any provisions of this Agreement shall be deemed to be a
breach occurring in the State of New York by virtue of a failure to perform an
act required to be performed in the State of New York, and the parties
irrevocably and expressly agree to submit to the jurisdiction of the courts
located in New York County, New York for the purpose of resolving any disputes
among them relating to this Agreement or the transactions contemplated by this
Agreement and waive any objections on the grounds of forum non conveniens or
otherwise. The parties hereto agree to service of process by certified or
registered United States mail, postage prepaid, addressed to the party in
question.

                      (i) GOVERNING LAW. This Agreement is made and executed and
shall be governed by the laws of the State of New York, without regard to the
conflicts of law principles thereof.

                      (j) NO THIRD-PARTY BENEFICIARIES. Each of the provisions
of this Agreement is for the sole and exclusive benefit of the parties hereto
and shall not be deemed for the benefit of any other person or entity.

                  IN WITNESS WHEREOF, each of the parties hereto have duly
executed this Agreement as of the date set forth above.

                               CLARUS CORPORATION



                              By:  /s/ Nigel P. Ekern
                                 ----------------------------------------
                                   Name:    Nigel P. Ekern
                                   Title:   Chief Administrative Officer


                                   /s/ Warren B. Kanders
                                 ----------------------------------------
                                       Warren B. Kanders




                                       9



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>file004.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>


                              EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of December 6,
2002, is entered into between CLARUS CORPORATION, a Delaware corporation (the
"Company") and NIGEL P. EKERN (the "Employee").

                              W I T N E S S E T H :
                              ---------------------

         WHEREAS, the Company desires to employ the Employee and to be assured
of his services on the terms and conditions hereinafter set forth; and

         WHEREAS, the Employee is willing to accept such employment on such
terms and conditions.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Company and the Employee hereby agree as
follows:

         1.     EMPLOYMENT. The Company hereby employs the Employee on the terms
set forth below, and the Employee accepts such employment, upon the terms and
subject to the conditions set forth in this Agreement.

         2.     TERM. The term of this Agreement shall commence on November 25,
2002, subject to the approval of this Agreement by the Board of Directors of the
Company (the "Effective Date") and shall terminate on the third anniversary of
the Effective Date, subject to earlier termination pursuant to the provisions of
Section 10 hereof (the "Term").

         3.     DUTIES. (a) During the Term of this Agreement, the Employee
shall serve as the Chief Administrative Officer and Secretary of the Company, or
in such other executive capacity as may be assigned to him, and shall perform
all duties commensurate with his position and as may be assigned to him by the
Executive Chairman of the Company or such other person(s) as may be designated
by the Board of Directors of the Company. The Employee shall devote as much time
as is necessary to perform his duties hereunder and shall use his best efforts,
skills and abilities to promote the interests of the Company and to diligently
and competently perform the duties of his position. The Employee's performance
shall be subject to annual review.

         (b) The Employee shall report to the Executive Chairman of the Company
or such other person(s) as may be designated by the Board of Directors of the
Company and shall at all times keep the such persons promptly and fully informed
(in writing if so requested) of his conduct of the business or affairs of the
Company, and provide such explanations of his conduct as may be required.

<PAGE>

         (c) The Employee's duties shall be performed at the Corporation's
offices in Greenwich, Connecticut. The Employee shall travel to other locations
as may be necessary for Employee to perform his duties.

         4.     COMPENSATION AND BENEFITS. (a) During the term of this
Agreement, the Company shall pay to the Employee, and the Employee shall accept
from the Company, as compensation for the performance of services under this
Agreement and the Employee's observance and performance of all of the provisions
hereof, a salary of $175,000 per year (the "Base Compensation"). The Employee's
salary shall be payable in accordance with the normal payroll practices of the
Company and shall be subject to withholding for applicable taxes and other
amounts. In addition to the Base Compensation, the Employee may, in the sole and
absolute discretion of the Board of Directors of the Company, be entitled to
performance bonuses which may be based upon a variety of factors, including the
Employee's performance and the achievement of Company goals, all as determined
in the sole and absolute discretion of the Board of Directors of the Company.

                (b)   During the term of this Agreement, the Employee shall be
entitled to participate in or benefit from, in accordance with the eligibility
and other provisions thereof, the Company's medical insurance and other fringe
benefit plans or policies as the Company may make available to, or have in
effect for, its personnel with commensurate duties from time to time. In
addition, during the Term the Company shall maintain term life insurance on the
Employee in the amount of $2,000,000 for the benefit of the Employee's designees
(the "Life Insurance"). The Company retains the right to terminate or alter any
such plans or policies from time to time. The Employee shall also be entitled to
four weeks paid vacation each year, sick leave and other similar benefits in
accordance with policies of the Company from time to time in effect for
personnel with commensurate duties.

                (c)   The Employee shall also be entitled to participate, at the
sole and absolute discretion of the Board of Directors of the Company, in the
Company's incentive stock option plan. Such participation shall be based upon,
among other things, the Employee's performance and the Company's performance. In
addition, the Employee may be entitled, during the term of this Agreement, to
receive such additional options, at such exercise prices and other terms, and/or
to participate in such other bonus plans, whether during the term of this
Agreement or upon termination pursuant to Section 10 hereof, as the Board of
Directors of the Company may, in its sole and absolute discretion, determine. In
addition to the foregoing, the Employee shall be entitled to receive options to
purchase up to 200,000 shares of the Company's common stock, par value $.0001
per share ("Common Stock"), having an exercise price of $5.35 per share and
vesting over five (5) years, with one-fifth of such options to vest on each
annual anniversary of the date of issuance.

         5.     REIMBURSEMENT OF BUSINESS EXPENSES. During the term of this
Agreement, upon submission of proper invoices, receipts or other supporting
documentation satisfactory to the Company and in specific accordance with such
guidelines as may be established from time to time by the Company's Board of
Directors, the Employee shall be reimbursed by the Company for all reasonable
business expenses actually and necessarily

                                       2
<PAGE>

incurred by the Employee on behalf of the Company in connection with the
performance of services under this Agreement.

         6.     REPRESENTATION OF EMPLOYEE; RESTRICTIONS ON SALE. (a) The
Employee represents and warrants that he is not party to, or bound by, any
agreement or commitment, or subject to any restriction, including but not
limited to agreements related to previous employment containing confidentiality
or noncompete covenants, which in the future may have a possibility of adversely
affecting the business of the Company or the performance by the Employee of his
duties under this Agreement.

                (b)   The Employee further covenants and agrees that he will not
sell, transfer, assign, pledge or otherwise dispose of any shares of capital
stock or securities convertible into capital stock of the Company granted
pursuant to any stock incentive or similar plan of the Company until the third
anniversary of the Effective Date and such restrictions on dispositions shall
apply upon a termination of this Agreement for cause as described in Section
10(c) hereof; provided, however, that the restrictions with respect to such
dispositions as set forth in this sentence shall not apply to the Employee in
the event of a termination of this Agreement pursuant to Sections 10(a), 10(b)
or 10(d) hereof. With respect to any shares of capital stock or securities
convertible into capital stock of the Company that are owned by Employee other
than those granted to Employee pursuant to this Agreement, the Employee shall
give to the Company's Executive Chairman or such other designated member of the
Board of Directors of the Company five business days advance written notice of
any intent to sell such securities. Such restrictions on disposition may also be
waived from time to time in the sole and absolute discretion of the Company's
Board of Directors. Notwithstanding the foregoing, Employee shall, to the extent
permitted under applicable law, rule or regulation, be permitted to transfer
shares of capital stock or securities convertible into capital stock of the
Company to his immediate family members or trusts for the benefit of his
immediate family members for estate planning purposes; provided that any such
transferees shall be subject to the restrictions applicable to Employee set
forth herein.

         7.     CONFIDENTIALITY. For purposes of this Section 7, all references
to the Company shall be deemed to include all of the Company's affiliates and
subsidiaries.

                (A)   CONFIDENTIAL INFORMATION. The Employee acknowledges that
as a result of his employment with the Company, the Employee has and will
continue to have knowledge of, and access to, proprietary and confidential
information of the Company, including, without limitation, inventions, trade
secrets, technical information, know-how, plans, specifications, methods of
operations, financial and marketing information, information with respect to
business and product development, including, without limitation, acquisitions
and new lines of business, and the identity of customers and suppliers
(collectively, the "Confidential Information"), and that such information, even
though it may be contributed, developed or acquired by the Employee, constitutes
valuable, special and unique assets of the Company developed at great expense
which are the exclusive property of the Company. Accordingly, the Employee shall
not, at any time, either during or subsequent to the term of this Agreement, use
(whether for personal gain or otherwise), reveal, report, publish, transfer or
otherwise disclose to any person, corporation or other entity, any of the
Confidential Information without the prior

                                       3
<PAGE>

written consent of the Company, except (i) to responsible officers and employees
of the Company and other responsible persons who are in a contractual or
fiduciary relationship with the Company and who have a need for such information
for purposes in the best interests of the Company, (ii) for such information
which is or becomes of general public knowledge from authorized sources other
than the Employee, and (iii) for such disclosure as is required by law or legal
process and then only with as much prior written notice to the Company as is
practical under the circumstances and only to the extent required by such law or
legal process. The Employee acknowledges that the Company would not enter into
this Agreement without the assurance that all such Confidential Information will
be used for the exclusive benefit of the Company.

                (B)   RETURN OF CONFIDENTIAL INFORMATION. Upon the termination
of Employee's employment with the Company, the Employee shall promptly deliver
to the Company all drawings, manuals, letters, notes, notebooks, reports and
copies thereof and all other materials relating to the Company's business,
including without limitation any materials incorporating Confidential
Information, which are in the Employee's possession or control.

                (C)   INVENTIONS, ETC. The Employee will promptly disclose to
the Company all designs, processes, inventions, improvements, discoveries and
other information related to the business of the Company (collectively
"developments") conceived, developed or acquired by him alone or with others
during the term of this Agreement, whether or not conceived during regular
working hours, through the use of Company time, material or facilities or
otherwise. All such developments shall be the sole and exclusive property of the
Company, and upon request the Employee shall deliver to the Company all
drawings, models and other data and records relating to such developments. In
the event any such developments shall be deemed by the Company to be patentable
or copyrightable, the Employee shall, at the expense of the Company, assist the
Company in obtaining any patents or copyrights thereon and execute all documents
and do all other things necessary or proper to obtain letters patent and
copyrights and to vest the Company with full title thereto.

         8.     NON-COMPETITION. For purposes of this Section 8, all references
to the Company shall be deemed to include all of the Company's affiliates and
subsidiaries. The Employee will not utilize his special knowledge of the
business operations of the Company and his relationships with customers,
suppliers of the Company and others to compete with the Company. During the Term
of this Agreement and for a period of two (2) years after the expiration or
termination of this Agreement, the Employee shall not engage, directly or
indirectly, or have an interest, directly or indirectly, anywhere in the United
States of America or any other geographic area where the Company does business
or in which its products or services are marketed, alone or in association with
others, as principal, officer, agent, employee, director, partner or stockholder
(except with respect to his employment by the Company), or through the
investment of capital, lending of money or property, rendering of services or
otherwise, in any business competitive with or substantially similar to that
engaged in by the Company during the Term of this Agreement, or any line of
business or acquisition that the Company either (i) contemplates entering into,
whether or not actually entered into, or (ii) has obtained due diligence or
other information on during Employee's employment with the Company (it being
understood hereby, that the ownership by the Employee of five percent (5%) or
less of the stock

                                       4
<PAGE>

of any company listed on a national securities exchange shall not be deemed a
violation of this Section 8 and it being further understood that nothing herein
shall prevent the Employee from engaging in the business of investing,
reinvesting, or trading in securities or other financial instruments). During
the same period, the Employee shall not, and shall not permit any of his
employees, agents or others under his control to, directly or indirectly, on
behalf of himself or any other person, (i) call upon, accept competitive
business from, or solicit the competitive business of any person who is, or who
had been at any time during the preceding two (2) years, a customer of the
Company or any successor to the business of the Company, or otherwise divert or
attempt to divert any business from the Company or any such successor, or (ii)
directly or indirectly recruit or otherwise solicit or induce any person who is
an employee of, or otherwise engaged by, the Company or any successor to the
business of the Company to terminate his or her employment or other relationship
with the Company or such successor, or hire any person who has left the employ
of the Company or any such successor during the preceding two (2) years. The
Employee shall not at any time, directly or indirectly, use or purport to
authorize any person to use any name, mark, logo, trade dress or other
identifying words or images which are the same as or similar to those used at
any time by the Company in connection with any product or service, whether or
not such use would be in a business competitive with that of the Company. Any
breach or violation by the Employee of the provisions of this Section 8 shall
toll the running of any time periods set forth in this Section 8 for the
duration of any such breach or violation.

         9.     REMEDIES. The restrictions set forth in Sections 7 and 8 are
considered by the parties to be fair and reasonable. The Employee acknowledges
that the restrictions contained in Section 7 and 8 will not prevent him from
earning a livelihood. The Employee further acknowledges that the Company would
be irreparably harmed and that monetary damages would not provide an adequate
remedy in the event of a breach of the provisions of Sections 7 or 8.
Accordingly, the Employee agrees that, in addition to any other remedies
available to the Company, the Company (i) shall be entitled to specific
performance, injunction, and other equitable relief to secure the enforcement of
such provisions and (ii) shall not be required to post bond in connection with
seeking any such equitable remedies. If any provisions of Sections 7, 8, or 9
relating to the time period, scope of activities or geographic area of
restrictions is declared by a court of competent jurisdiction to exceed the
maximum permissible time period, scope of activities or geographic area, the
maximum time period, scope of activities or geographic area, as the case may be,
shall be reduced to the maximum which such court deems enforceable. If any
provisions of Sections 7, 8, or 9 other than those described in the preceding
sentence are adjudicated to be invalid or unenforceable, the invalid or
unenforceable provisions shall be deemed amended (with respect only to the
jurisdiction in which adjudication is made) in such manner as to render them
enforceable and to effectuate as nearly as possible the original intentions and
agreement of the parties.

         10.    TERMINATION. This Agreement may be terminated prior to the
expiration of the Term set forth in Section 2 upon the occurrence of any of the
events set forth in, and subject to the terms of, this Section 10.

                (A)   DEATH. This Agreement will terminate immediately and
automatically upon the death of the Employee. If this Agreement is terminated on
account of the death of the Employee, then the Employee's estate shall be
entitled to receive accrued Base

                                       5
<PAGE>

Compensation through the date of such termination, and the Employee and the
Employee's estate shall have no further entitlement to Base Compensation, bonus,
or benefits, other than the proceeds of the Life Insurance, from the Company
following the effective date of such termination.

                (B)   DISABILITY. This Agreement may be terminated at the
Company's option, immediately upon notice to the Employee, if the Employee shall
suffer a permanent disability. For the purposes of this Agreement, the term
"permanent disability" shall mean the Employee's inability to perform his duties
under this Agreement for a period of sixty (60) consecutive days or for an
aggregate of ninety (90) days, whether or not consecutive, in any twelve (12)
month period, due to illness, accident or any other physical or mental
incapacity, as reasonably determined by the Board of Directors of the Company.
In the event that a dispute arises with respect to the disability of the
Employee, the parties shall each select a physician licensed to practice in the
State of Connecticut to make such a determination. If the two (2) physicians
selected cannot agree on a determination, they will mutually select a third
physician and the decision of the majority of the three (3) physicians will be
binding. If this Agreement is terminated on account of the permanent disability
of the Employee, then the Employee shall be entitled to receive accrued Base
Compensation through the date of such termination, and the Employee shall have
no further entitlement to Base Compensation, bonus, or benefits from the Company
following the effective date of such termination.

                (C)   CAUSE. This Agreement may be terminated at the Company's
option, immediately upon notice to the Employee, and solely with respect to
clauses (i) and (iii) below, after the expiration of a 10-day cure period after
written notice thereof to the Employee, upon: (i) breach by the Employee of any
material provision of this Agreement; (ii) gross negligence or willful
misconduct of the Employee in connection with the performance of his duties
under this Agreement; (iii) Employee's failure to perform any reasonable
directive of the Executive Chairman or the Board of Directors of the Company;
(iv) fraud, criminal conduct, dishonesty or embezzlement by the Employee; or (v)
Employee's misappropriation for personal use of any assets (having in excess of
nominal value) or business opportunities of the Company. If this Agreement is
terminated by the Company for cause, then the Employee shall be entitled to
receive accrued Base Compensation through the date of such termination, and the
Employee shall have no further entitlement to Base Compensation, bonus, or
benefits from the Company following the effective date of such termination.

                (D)   WITHOUT CAUSE. This Agreement may be terminated, other
than upon a Change in Control, at any time by the Company without cause
immediately upon giving written notice to the Employee of such termination. In
such event, Company shall continue to pay to the Employee his Base Compensation
in accordance with the normal payroll practices of the Company for (i) if such
termination occurs prior to June 30, 2003, six (6) months after the effective
date of such termination or (ii) if such termination occurs after June 30, 2003,
twelve (12) months after the effective date of such termination, and the
Employee shall have no further entitlement to bonus or benefits from the Company
following the effective date of such termination. Notwithstanding anything else
contained herein, in the event that this Agreement is terminated, other than
upon a Change in Control, by the Company without cause, then a pro rata portion
of all options for the purchase of Common Stock of the Company held by the
Employee

                                       6
<PAGE>

and eligible for vesting during the calendar year in which such termination
occurs shall vest and become immediately exercisable and salable, based upon the
number of days elapsed since the end of the most recent calendar year and the
date of such termination.

                (E)   CHANGE IN CONTROL. (i) This Agreement may be terminated by
the Company upon the effectiveness of a Change in Control. If this Agreement is
terminated by the Company upon a Change in Control, then the Employee shall be
entitled to receive accrued Base Compensation through the date of such
termination, and the Employee shall have no further entitlement to Base
Compensation, bonus, or benefits from the Company following the effective date
of such termination. Notwithstanding anything else contained herein, in the
event that this Agreement is terminated by the Company upon a Change in Control
prior to the expiration of the Term, all options for the purchase of Common
Stock of the Company held by the Employee shall vest and become immediately
exercisable and saleable.

                      (ii)  As used herein, "Change in Control" shall mean any
of the following:

                            (a)   The date any entity or person other than
Warren Kanders or his affiliates shall have become the beneficial owner of, or
shall have obtained voting control over, fifty percent (50%) or more of the
outstanding Common Stock of the Company;

                            (b)   The date there shall have been a change in a
majority of the Board of Directors of the Company within a 12-month period (not
including any period prior to the execution of this Agreement) unless the
nomination for election by the Company's stockholders of each new director was
approved by the vote of a majority of the directors then still in office who
were in office at the beginning of the 12-month period;

                            (c)   The date the Company consummates (x) a merger
or consolidation of the Company with or into another corporation, in which the
Company is not the continuing or surviving corporation or pursuant to which any
shares of Common Stock of the Company would be converted into cash, securities
or other property of another corporation, other than (i) a merger or
consolidation of the Company in which holders of Common Stock immediately prior
to such merger or consolidation have the same proportionate ownership of Common
Stock of the surviving corporation immediately after such merger or
consolidation as immediately before such merger or consolidation and (ii) a
merger or consolidation of the Company in which holders of Common Stock
immediately prior to such merger or consolidation continue to own at least a
majority of the combined voting securities of the Company (or the surviving
entity) outstanding immediately after such merger or consolidation, or (y) the
sale or other disposition of all or substantially all of the assets of the
Company.

                (F)   BY THE EMPLOYEE. This Agreement may be terminated at the
Employee's option upon thirty (30) days' notice to the Company. If this
Agreement is terminated by the Employee, then the Employee shall be entitled to
receive accrued Base Compensation through the date of such termination, and the
Employee shall have no further entitlement to Base Compensation, bonus, or
benefits from the Company following the effective date of such termination.

                                       7
<PAGE>

                (G)   OTHER ACTIONS UPON TERMINATION. (i) Upon the termination
or expiration of this Agreement, the Employee shall be deemed to have
immediately resigned as an officer and director of the Company (if he then holds
such offices). The Employee shall take such other actions and execute such other
documents or instruments as may be required or advisable to document and confirm
his resignation and ensure its effectiveness.

                      (ii)  The Employee shall not at any time following the
termination or expiration of this Agreement make any public statements relating
to the Company or any of its subsidiaries or affiliates or such entities'
directors, officers or executives, except as required by law or legal process or
in connection with litigation commenced to enforce the terms of this Agreement.

                (H)   NO OTHER LIABILITIES. Upon the termination or expiration
of this Agreement, the Company shall have no liability except as specifically
set forth in this Section 10.

         11.    TAX EFFECT. If the compensation payable under this Agreement,
either alone or together with other payments to the Employee from the Company or
one of its subsidiaries would constitute a "parachute payment" (as defined in
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")),
such severance compensation may be reduced to the largest amount as will result
in no portion of the severance compensation payments hereunder being subject to
the excise tax imposed by Section 4999 of the Code or being disallowed as
deductions to the Company under Section 280G of the Code. The determination of
whether any reduction shall be made in the severance compensation payments
hereunder pursuant to the foregoing provision shall be made jointly by the
Employee and the Company. The Employee shall be liable for the payment of income
and excise taxes, if any, applicable to him on such severance compensation.

         12.    MISCELLANEOUS.

                (A)   SURVIVAL. The provisions of Sections 7, 8, and 9 shall
survive the termination of this Agreement.

                (B)   ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding of the parties and merges and supersedes any prior or
contemporaneous agreements between the parties pertaining to the subject matter
hereof.

                (C)   MODIFICATION. This Agreement may not be modified or
terminated orally, and no modification or waiver of any of the provisions hereof
shall be binding unless in writing and signed by the party against whom the same
is sought to be enforced.

                (D)   WAIVER. Failure of a party to enforce one or more of the
provisions of this Agreement or to require at any time performance of any of the
obligations hereof shall not be construed to be a waiver of such provisions by
such party nor to in any way affect the validity of this Agreement or such
party's right thereafter to enforce any provision of

                                       8
<PAGE>

this Agreement, nor to preclude such party from taking any other action at any
time which it would legally be entitled to take.

                (E)   SUCCESSORS AND ASSIGNS. Neither party shall have the right
to assign this Agreement, or any rights or obligations hereunder, without the
consent of the other party; provided, however, that upon the sale of all or
substantially all of the assets, business and goodwill of the Company to another
company, or upon the merger or consolidation of the Company with another
company, this Agreement shall inure to the benefit of, and be binding upon, both
Employee and the company purchasing such assets, business and goodwill, or
surviving such merger or consolidation, as the case may be, in the same manner
and to the same extent as though such other company were the Company; and
provided, further, that the Company shall have the right to assign this
Agreement to any affiliate or subsidiary of the Company. Subject to the
foregoing, this Agreement shall inure to the benefit of, and be binding upon,
the parties hereto and their legal representatives, heirs, successors and
permitted assigns.

                (F)   COMMUNICATIONS. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to
have been given at the time personally delivered or when mailed in any United
States post office enclosed in a registered or certified postage prepaid
envelope and addressed to the addresses set forth below, or to such other
address as any party may specify by notice to the other party; provided,
however, that any notice of change of address shall be effective only upon
receipt.

               TO THE COMPANY:  Clarus Corporation
                                3970 Johns Creek Court
                                Suwanee, Georgia  30024
                                Attention: Warren B. Kanders

               WITH A COPY TO:  Kane Kessler, P.C.
                                1350 Avenue of the Americas
                                New York, New York  10019
                                Attention:  Robert L. Lawrence, Esq.

               TO THE EMPLOYEE: Nigel P. Ekern
                                741 Hollow Tree Ridge Road
                                Darien, CT 06820

                (G)   SEVERABILITY. If any provision of this Agreement is held
to be invalid or unenforceable by a court of competent jurisdiction, such
invalidity or unenforceability shall not affect the validity and enforceability
of the other provisions of this Agreement and the provision held to be invalid
or unenforceable shall be enforced as nearly as possible according to its
original terms and intent to eliminate such invalidity or unenforceability.

                (H)   JURISDICTION; VENUE. This Agreement shall be subject to
the exclusive jurisdiction of the courts located in New York County, New York.
Any breach of any provisions of this Agreement shall be deemed to be a breach
occurring in the State of New York by virtue of a failure to perform an act
required to be performed in the State of New York, and

                                       9
<PAGE>

the parties irrevocably and expressly agree to submit to the jurisdiction of the
courts located in New York County, New York for the purpose of resolving any
disputes among them relating to this Agreement or the transactions contemplated
by this Agreement and waive any objections on the grounds of forum non
conveniens or otherwise. The parties hereto agree to service of process by
certified or registered United States mail, postage prepaid, addressed to the
party in question.

                (I)   GOVERNING LAW. This Agreement is made and executed and
shall be governed by the laws of the State of New York, without regard to the
conflicts of law principles thereof.

                (J)   NO THIRD-PARTY BENEFICIARIES. Each of the provisions of
this Agreement is for the sole and exclusive benefit of the parties hereto and
shall not be deemed for the benefit of any other person or entity.

         IN WITNESS WHEREOF, each of the parties hereto have duly executed this
Agreement as of the date set forth above.

                                  CLARUS CORPORATION



                                  By:   /s/ Warren B. Kanders
                                      -----------------------------------------
                                      Name: Warren B. Kanders
                                      Title: Executive Chairman

                                   /s/ Nigel P. Ekern
                                  ---------------------------------------------
                                  Nigel P. Ekern





                                       10


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>file005.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>
<PAGE>

                              CONSULTING AGREEMENT


         THIS CONSULTING AGREEMENT ("Agreement"), is made and entered into on
the 6th day of December, 2002, effective as of the Effective Date set forth
below, by and between Clarus Corporation, a Delaware corporation, ("Company")
and Stephen P. Jeffery, a Georgia resident ("Consultant").

         WHEREAS, Consultant has valuable experience, know-how and expertise
         that will be beneficial to Company, and Company desires to retain
         Consultant to render certain valuable Services (as defined herein) to
         Company from time to time as a consultant and independent contractor;
         and

         WHEREAS, Consultant desires to perform such Services for Company on
         those terms set forth below; and

         WHEREAS, Company and Consultant desire to set forth in writing all of
         the covenants, terms and conditions of their agreement and
         understanding as to such performance of said Services;

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

         1.     TERM. The term of this Agreement shall commence on the closing
                (the "Closing") of the sale of Company's assets to Epicor
                Software Corporation ("Epicor"), which is currently contemplated
                to occur on December 6, 2002 (the "Effective Date") and shall
                cease on the third anniversary of the Effective Date.

         2.     SERVICES. Company hereby retains Consultant as an independent
                contractor and consultant for Company for the performance of
                such services as shall be assigned to him by the Executive
                Chairman of the Board or the Board of Directors of the Company
                including matters relating to (i) assistance with the transition
                of the Company's e-commerce business to EPICOR, (ii) the
                Company's e-commerce business after the Closing, (iii)
                identification, selection, negotiation with and due diligence
                review of candidates for merger or acquisition (collectively,
                the "Services"). The Consultant shall report to the Executive
                Chairman of the Board.

                Consultant agrees to devote his commercially reasonable best
                efforts to the performance of such Services and to use as high a
                degree of skill and care and devote such time as is necessary to
                perform such Services, it being understood and agreed that the
                Consultant shall not be required to devote his full time
                throughout the term to perform such services. The Company
                acknowledges that Consultant may be otherwise in the service of
                other entities or persons (such services, "Other Services")
                during the term of this Agreement subject to Sections 2 and 9
                and the other terms of this Agreement.

         3.     COMPENSATION AND RELATED ISSUES.

                (a)   COMPENSATION. As compensation for the performance of the
                      Services under this Agreement, the Company shall pay
                      Consultant the aggregate sum of $250,000, payable in
                      twenty-four (24) equal monthly installments commencing
                      thirty (30) days after the Effective Date; provided,
                      however, that in the event the Consultant terminates this
                      Agreement, other than upon a Change of Control, he shall
                      refund and pay to the Company, within five (5) days of the
                      date of any such termination

                                  Page 1 of 10
<PAGE>

                      (the "Termination Date"), a dollar amount equal to such
                      portion of compensation received under this Agreement in
                      excess of the product of $228 multiplied by the number of
                      days elapsed from the Effective Date through the
                      Termination Date.

                (b)   EXPENSES. The Company shall also reimburse Consultant for
                      all actual and other reasonable out-of-pocket expenses
                      incurred by Consultant in the performance of the requested
                      Services referenced in paragraph 1(a) above.

         4.     CONSULTING/INDEPENDENT CONTRACTOR ARRANGEMENT. The parties agree
                that this Agreement creates a consulting/independent contractor
                relationship, and nothing in this Agreement shall be deemed to
                create the relationship of partnership, joint venture or that of
                an employer and employee. The Consultant acknowledges and agrees
                that the Company will treat him as independent contractor for
                taxation purposes and that the Consultant shall be solely
                responsible for the payment of any and all taxes relating to his
                services hereunder. Consultant, as an independent contractor,
                waives any claim of rights or benefits normally afforded to
                Company employees with respect to his Services hereunder.

         5.     CONSULTANT/INDEPENDENT CONTRACTOR'S AUTHORITY. In his capacity
                as a consultant/independent contractor under this Agreement,
                Consultant acknowledges that he shall not have any power or
                authority to enter into any contract, undertaking or agreement
                for or on behalf of Company or to assume or create any
                obligation or responsibility, express or implied, on behalf of
                or in the name of Company or to bind Company in any manner
                whatsoever, without the express authorization of Company.

         6.     CONFIDENTIAL INFORMATION AND TRADE SECRETS. During the term of
                this Agreement, Consultant will or may be making use of,
                acquiring, creating, or adding to certain valuable, unique,
                proprietary, and secret information of Company (whether tangible
                or intangible and whether or not electronically kept or stored),
                including business plans, processes, procedures, inventions,
                pricing policies, customer and prospect lists and contacts,
                contracts, sources and identity of vendors and contractors,
                financial information of customers and Company, and other
                proprietary documents, materials, or information relating to
                Company, its businesses and activities, proposed businesses and
                activities, or the manner in which Company does business, all of
                which is valuable to Company in conducting its business because
                the information is kept confidential and is not generally known
                to Company's competitors or to the general public ("Confidential
                Information"). Confidential Information does not include
                information generally known or easily obtained from public
                sources or public records.

                Consultant acknowledges and agrees that to the extent that the
                Confidential Information constitutes a trade secret under
                applicable law, then Consultant shall forever protect and
                maintain the confidentiality of such trade secrets, and will
                refrain from disclosing, copying, or using any such trade
                secrets without Company's prior written consent, except as
                necessary in Consultant's performance of Services under this
                Agreement.

                To the extent that the Confidential Information does not
                constitute a trade secret under applicable law, Consultant will,
                during the term of this Agreement and for a period of three (3)
                years following the date of the termination of this Agreement
                and, thereafter, to the extent required by fiduciary obligation
                or otherwise pursuant to applicable law, protect and maintain
                the confidentiality of the Confidential Information, and for the
                same

                                  Page 2 of 10
<PAGE>

                period, Consultant will refrain from disclosing, copying, or
                using any Confidential Information without Company's prior
                written consent, except, as necessary in Consultant's
                performance of Services under this Agreement. For purposes of
                this Section 6 the term Company shall include subsidiaries of
                the Company and its direct and indirect parent entities, if the
                Company is part of a multitiered parent subsidiary ownership
                structure.


         7.     TERMINATION. This Agreement may be terminated prior to the
                expiration of the term as follows:

                (a)   DEATH OR DISABILITY. This Agreement shall terminate
                      automatically upon Consultant's death. In such event, the
                      Company shall pay Consultant's estate any earned and
                      unpaid compensation prorated through the date of death. If
                      Consultant is prevented from performing his material
                      duties hereunder as a result of physical or mental
                      illness, injury or incapacity for either (i) a period of
                      45 consecutive days or (ii) more than 60 days in the
                      aggregate in any twelve (12) month period, then the
                      Company may terminate this Agreement upon written notice
                      to Consultant.

                (b)   FOR CAUSE. Company may terminate this Agreement for Cause
                      at any time upon notice to Consultant setting forth in
                      reasonable detail the nature of such Cause. In the event
                      that the Company terminates this Agreement for Cause, the
                      Company shall not be obligated to pay any compensation to
                      Consultant after the effective date of termination, other
                      than compensation which has accrued and is unpaid through
                      the date of termination.

                (c)   WITHOUT CAUSE. In the event Company terminates this
                      Agreement without Cause, then Consultant shall be entitled
                      to receipt of the remaining amount of compensation payable
                      to Consultant hereunder in one lump sum, payable within
                      thirty days following the date of such termination and all
                      unvested stock options previously awarded to Consultant
                      shall become fully vested.

                (d)   CHANGE OF CONTROL. Consultant may terminate this Agreement
                      at any time during the three (3) month period beginning
                      ninety days after a Change of Control has occurred by
                      written notice given to the Company. In the event of such
                      termination:

                      (i)   Company shall pay to Consultant the remaining amount
                            of compensation payable to Consultant hereunder in
                            one lump sum, payable within thirty days following
                            the date of such termination, and

                      (ii)  All unvested stock options previously awarded to
                            Consultant shall become fully vested.

         8.     RETURN OF PROPERTY OF COMPANY. Upon termination or expiration of
                this Agreement, Consultant agrees to immediately return to
                Company all property of Company (including but not limited to
                all documents, electronic files, records, computer disks or
                other tangible or intangible things that may or may not relate
                to or otherwise comprise Confidential Information or trade
                secrets (as defined by applicable law)) that Consultant created,
                used, possessed or maintained while working for Company from
                whatever source and whenever created, including all
                reproductions or excerpts thereof.

                                  Page 3 of 10
<PAGE>

         9.     PROTECTIVE COVENANTS.

                (a)   NON-PIRACY OF EMPLOYEES. During the term of this Agreement
                      and for a period of two (2) years following the date of
                      the termination of this Agreement, Consultant covenants
                      and agrees that Consultant shall not, directly or cause
                      any person or entity to indirectly, solicit, recruit, or
                      hire (or attempt to solicit, recruit, or hire) or
                      otherwise assist anyone in soliciting, recruiting, or
                      hiring, any employee of the Company who performed work for
                      Company within the twelve month period prior to the date
                      of termination of this Agreement or who was otherwise
                      engaged or employed with Company at the time of
                      termination of this Agreement and that, for said two year
                      period, Consultant shall not otherwise encourage, solicit,
                      or support any such employee(s) to leave their employment
                      with Company.

                (b)   NON-SOLICITATION OF CUSTOMERS. During the term of this
                      Agreement and for a period of two (2) years following the
                      date of the termination of this Agreement, Consultant
                      agrees not to, directly or indirectly, solicit, divert,
                      appropriate, or call upon with the intent of doing
                      business with the customers or clients of Company,
                      including prospects of Company, if the purpose of such
                      activity is either to solicit these customers or clients
                      or prospective customers or clients for a Competitive
                      Business as herein defined (including but not limited to
                      any Competitive Business started by Consultant) or to
                      otherwise encourage any such customer or client to
                      discontinue, reduce, or adversely alter the amount of its
                      business with Company. Consultant acknowledges that due to
                      Consultant's relationship with Company, Consultant has and
                      will develop special contacts and relationships with
                      Company's clients and prospects, and that it would be
                      unfair and harmful to Company if Consultant took advantage
                      of these relationships in a Competitive Business. A
                      "Competitive Business" is an enterprise that is in the
                      business of offering services and products that are
                      similar or identical to those offered by the Company
                      during Consultant's relationship with the Company.

                (c)   EXCEPTIONS TO PROTECTIVE COVENANTS. It is understood and
                      agreed by Consultant that the terms and provisions of
                      subsections 6 and 9 (the "Restrictive Covenants") are not
                      intended to restrict Consultant in the exercise of
                      Consultant's skills or the use of knowledge or information
                      that does not constitute Confidential Information.
                      Consultant acknowledges the reasonableness of these
                      Restrictive Covenants and their respective limitations,
                      given Consultant's position with Company, the Company's
                      business, and the aforementioned consideration, and
                      Consultant agrees to strictly abide by the terms hereof.

                (d)   COVENANT NOT TO COMPETE. By virtue of his prior
                      relationship with the Company and the performance of the
                      Services to the Company hereunder, Consultant shall be
                      given an opportunity to, and shall have an obligation to,
                      participate in strategic planning with respect to the
                      Company and shall be made privy to the Company's strategy,
                      development, pricing, and other matters specifically
                      designed to address market opportunities and competition.
                      Therefore, Consultant hereby affirms the covenants
                      concerning noncompetition in his existing Employment
                      Agreement with the Company, which shall survive
                      termination of his employment, and further agrees that at
                      such time as the Company has completed the acquisition of
                      an operating business or assets,

                                  Page 4 of 10
<PAGE>

                      whether through merger, reorganization, acquisition of
                      stock or assets or otherwise (a "Transaction"),
                      Consultant, if he has served as a director of the Company
                      at any time within six (6) months prior to the approval of
                      any such transaction, shall enter into a Noncompetition
                      Agreement with the Company in which Consultant will agree
                      that during the term of this Agreement and for a period of
                      two (2) years following termination thereof, Consultant
                      will not compete with the business as conducted by the
                      Company within a geographic territory in which the Company
                      and such acquired entity does business; provided, however,
                      that the Consultant shall be permitted to continue to
                      perform any Other Services to the extent he is engaged to
                      perform such services at the time the Company consummates
                      a Transaction so long as the Consultant has been and
                      continues to be in material compliance with the terms of
                      this Agreement.

                (e)   SHARE RESTRICTION AGREEMENT. Consultant hereby agrees that
                      he will not, without the prior written consent of the
                      Company (which consent may be withheld in its sole
                      discretion), directly or indirectly, sell, offer, contract
                      or grant any option to sell (including without limitation
                      any short sale), pledge, transfer, establish an open "put
                      equivalent position" within the meaning of Rule 16a-1(h)
                      under the Securities Exchange Act of 1934, as amended (the
                      "Exchange Act"), or otherwise encumber or dispose of any
                      shares of Common Stock of the Company owned by the
                      Consultant on the date hereof (the "Owned Shares") or
                      hereafter acquired or capable of being acquired upon the
                      exercise of a stock option granted to Consultant by the
                      Company (the "Option Shares"), whether such Common Stock
                      is currently or hereafter owned either of record or
                      beneficially (as defined in Rule 13d-3 under the Exchange
                      Act) by Consultant, or publicly announce his intention to
                      do any of the foregoing, for a period commencing on the
                      date hereof and continuing thereafter as follows: (i) with
                      respect to the Owned Shares, for a period commencing on
                      the Effective Date and ending on December 31, 2003, (ii)
                      with respect to the Option Shares, for a period commencing
                      on the Effective Date and ending on December 31, 2004.
                      Notwithstanding the release of the Owned Shares and Option
                      Shares from the provisions of this paragraph 9(e),
                      Consultant agrees that until December 6, 2005, at least an
                      aggregate of 200,000 Owned Shares and Option Shares (as
                      adjusted for any stock splits, combinations or dividends)
                      owned by Consultant (whether Owned Shares or Option
                      Shares) will remain subject to the restrictions of this
                      paragraph 9(e). In the event that this Agreement is
                      terminated by Company without Cause or by Consultant upon
                      a Change of Control as provided in Section 7(d), the
                      provisions of this Section 9(e) shall automatically
                      terminate. The Consultant also agrees and consents to the
                      entry of stop transfer instructions with the Company's
                      transfer agent and registrar against the transfer of
                      shares of Common Stock or securities convertible into or
                      exchangeable or exercisable for Common Stock held by the
                      Consultant except in compliance with the foregoing
                      restrictions.

         10.    WORK PRODUCT; INVENTIONS.

                (a)   OWNERSHIP BY COMPANY. Company shall own all right, title
                      and interest in and to all work product developed by
                      Consultant in Consultant's provision of Services to
                      Company, including without limitation, all works of
                      authorship, all derivative works and patentable and
                      unpatentable inventions and improvements, all copies of
                      such works in whatever medium such copies are fixed or
                      embodied,

                                  Page 5 of 10
<PAGE>

                      and all worldwide copyrights, trademarks, patents or other
                      intellectual property rights in and to such works
                      (collectively, the "Work Product"). All copyrightable
                      materials of the Work Product shall be deemed a "work made
                      for hire" for the purposes of U.S. Copyright Act, 17
                      U.S.C.ss. 101 et seq., as amended (the "Copyright Act").

                (b)   ASSIGNMENT AND TRANSFER. In the event any right, title or
                      interest in and to any of the Work Product (including
                      without limitation all worldwide copyrights, trademarks,
                      patents or other intellectual property rights therein)
                      does and shall not vest automatically in and with Company,
                      Consultant agrees to and hereby does irrevocably assign,
                      convey, and otherwise transfer to Company, and Company's
                      respective successors and assigns, all such right, title
                      and interest in and to the Work Product with no
                      requirement of further consideration from or action by
                      Consultant or Company.

                (c)   REGISTRATION RIGHTS. Company shall have the exclusive
                      worldwide right to register, in all cases as "claimant"
                      and when applicable as "author", all copyrights in and to
                      any copyrightable element of the Work Product, and file
                      any and all applicable renewals and extensions of such
                      copyright registrations. Company shall also have the
                      exclusive worldwide right to file applications for and
                      obtain (i) patents on and for any of the Work Product in
                      Consultant's name and (ii) assignments for the transfer of
                      the ownership of any such patents to Company.

                (d)   ADDITIONAL DOCUMENTS. Consultant agrees to execute and
                      deliver all documents requested by Company regarding or
                      related to the ownership and/or other intellectual
                      property rights and registrations specified herein.
                      Consultant hereby further irrevocably designates and
                      appoints Company as Consultant's agent and
                      attorney-in-fact to act for and in Consultant's behalf and
                      stead to execute, register and file any such assignments,
                      applications, registrations, renewals and extensions and
                      to do all other lawfully permitted acts to further the
                      registration, prosecution and issuance of patents,
                      copyright or similar protections with the same legal force
                      and effect as if executed by Consultant.

         11.    INJUNCTIVE RELIEF. Consultant acknowledges that it may be
                difficult to calculate Company's damages from its breach of
                Sections 6, 9, or 10 and that money damages may therefore be an
                inadequate remedy. Accordingly, upon such breach, Consultant
                acknowledges that Company may seek and shall be entitled to
                injunctive relief against Consultant and/or other appropriate
                orders to restrain such breach. Nothing in this provision shall
                limit Company from seeking any other damages or relief provided
                by applicable law for breach of this Agreement or any section or
                provision hereof.

         12.    ASSIGNMENT. Due to the personal service nature of Consultant's
                obligations, Consultant may not assign this Agreement or his
                obligations hereunder. Subject to the restrictions in this
                subsection, this Agreement shall be binding upon and benefit the
                parties hereto and their respective heirs, successors, legal
                representatives, executors or assigns. The Company may not
                assign this Agreement or its obligations hereunder except to its
                successor or affiliate including resulting from a Change of
                Control or as Consultant may otherwise agree in writing

                                  Page 6 of 10
<PAGE>

         13.    SEVERABILITY. In the event a court of competent jurisdiction
                finds any provision herein (or subpart thereof) to be illegal or
                unenforceable, such court shall modify said provision(s) (or
                subpart(s) thereof) to make this Agreement valid and enforceable
                to the fullest extent possible to carry out the intent expressed
                by the provisions hereof. Any illegal or unenforceable provision
                (or subpart thereof) or any modification by any court, shall not
                affect the remainder of this Agreement, which shall continue at
                all times to be valid and enforceable.

         14.    ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the
                entire understanding between the parties regarding the subject
                matters addressed herein and supersedes any prior oral or
                written agreements, promises, representations, warranties or
                inducements between or by the parties. The benefits accorded to
                Consultant hereunder are (i) in lieu of, the benefits to which
                he is entitled under that certain Employment Agreement dated
                January 1, 2000, as amended except for (A) continued payments of
                Base Salary (as defined in such Employment Agreement) until the
                first anniversary of the Change of Control (as defined in such
                Employment Agreement) and (B) medical insurance coverage
                contemplated by the second sentence of Section 4(c) of such
                Employment Agreement, and (ii) in addition to any stock option
                agreement between the parties.

         15.    GOVERNING LAW; FORUM SELECTION. This Agreement is executed
                within the State of New York and shall be governed by the laws
                of the State of New York without regard to the conflicts of laws
                provisions of said State. In the event of any litigation arising
                out of or relating to this Agreement or the parties' contractual
                relationship, the parties designate the state or federal court
                in New York County, State of New York, as the exclusive forum
                for the litigation. Consultant hereby expressly agrees to
                jurisdiction and venue in this Court and waives any defenses to
                this forum and venue selection.

         16.    NEGOTIATED AGREEMENT. Consultant and Company agree that this
                Agreement shall be construed as drafted by both of them, as
                parties of equivalent bargaining power and not for or against
                either of them as drafter.

         17.    REVIEW AND RECEIPT OF THIS AGREEMENT. Consultant acknowledges
                that Consultant has had an opportunity to read, review and
                consider the provisions of this Agreement, that Consultant has
                in fact read and does understand such provisions and that
                Consultant has voluntarily entered into this Agreement.

         18.    DEFINITIONS. As used in this Agreement, the following terms
                shall have the following meanings:

                (a)   "CAUSE."

                      (i)   Consultant's repeated failure to perform (other than
                by reason of disability), or gross negligence in the performance
                of, his material duties and responsibilities hereunder and the
                continuance of such failure or negligence for a period of thirty
                (30) days after notice to the Consultant;

                      (ii) Material breach by Consultant of any provision of
                this Agreement or any other written agreement between Consultant
                and Company or any of its affiliates; and

                      (iii) Other conduct by the Consultant that involves a
                material violation of law

                                  Page 7 of 10
<PAGE>

                or breach of fiduciary obligation on the part of Consultant or
                is otherwise materially harmful to the business, interests,
                reputation or prospects of Company or any of its affiliates.

                (b)   "CHANGE OF CONTROL" 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 other than Warren
                Kanders or his affiliates shall have become the beneficial owner
                of, or shall have obtained voting control over, fifty percent
                (50%) or more of the outstanding Common Stock of the Company;

                      (ii) The date there shall have been a change in a majority
                of the Board of Directors of the Company within a 12-month
                period (not including any period prior to the execution of this
                Agreement) unless the nomination for election by the Company's
                stockholders of each new director was approved by the vote of a
                majority of the directors then still in office who were in
                office at the beginning of the 12-month period;

                      (iii) The date the Company consummates (A) a merger or
                consolidation of the Company with or into another corporation,
                in which the Company is not the continuing or surviving
                corporation or pursuant to which any shares of Common Stock of
                the Company would be converted into cash, securities or other
                property of another corporation, other than (x) a merger or
                consolidation of the Company in which holders of Common Stock
                immediately prior to such merger or consolidation have the same
                proportionate ownership of Common Stock of the surviving
                corporation immediately after such merger or consolidation as
                immediately before such merger or consolidation and (Y) a merger
                or consolidation of the Company in which holders of Common Stock
                immediately prior to such merger or consolidation continue to
                own at least a majority of the combined voting securities of the
                Company (or the surviving entity) outstanding immediately after
                such merger or consolidation, or (B) the sale or other
                disposition of all or substantially all of the assets of the
                Company.

         19.    OPTION AGREEMENTS. The option agreements described on Schedule A
                attached hereto, are hereby deemed amended (a) so that all
                references in each option agreement that relate to employment
                shall be deemed to refer, instead, to Consultant's consultancy
                hereunder, it being the intent that the options remain
                exercisable by Consultant during the term of this Agreement, (to
                the extent otherwise exercisable) and (b) to provide that each
                option agreement will remain exercisable (to the extent the term
                of such options has not otherwise expired by its terms) until
                December 6, 2005 in the event this Agreement is terminated by
                the Company without Cause. Otherwise, each option agreement
                shall continue in full force and effect in accordance with their
                terms.

                                  Page 8 of 10
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have hereunto affixed their
hands and seals as of the date first above written.

                                    COMPANY:

                                    Clarus Corporation



                                    By:  /s/ Warren B. Kanders
                                        ---------------------------------------
                                    Name: Warren B. Kanders
                                          -------------------------------------
                                    Title: Executive Chairman
                                          -------------------------------------

                                    CONSULTANT:


                                    /s/ Stephen P. Jeffery
                                    -------------------------------------------
                                    Stephen P. Jeffery





                                  Page 9 of 10
<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                                             NUMBER OF                          NUMBER OF OPTIONS
                                               DATE OF        OPTIONS            EXERCISE       EXERCISABLE (AS OF
PLAN               GRANT NO.       TYPE         GRANT       OUTSTANDING            PRICE             8/31/02)
- ----------------------------------------------------------------------------------------------------------------------
<S>                 <C>             <C>         <C>           <C>                  <C>               <C>
SQL 1992           D0001114          ISO        12/5/96       11,250               $1.00             11,250
Stock Plan
- ----------------------------------------------------------------------------------------------------------------------
SQL 1992           H0001114          ISO        12/5/96       39,999               $1.00             39,999
Stock Plan
- ----------------------------------------------------------------------------------------------------------------------
SQL 1992 Stock     I0001115         NQSO        12/5/96       13,752               $1.00             13,752
Stock Plan
- ----------------------------------------------------------------------------------------------------------------------
SQL 1992           E0001114          ISO       11/10/97       22,479               $3.67             22,479
Stock Plan
- ----------------------------------------------------------------------------------------------------------------------
SQL 1992           E0001114A        NQSO       11/10/97           42               $3.67                 42
Stock Plan
- ----------------------------------------------------------------------------------------------------------------------
SQL 1992           G0001114         NQSO         2/5/98      107,845               $4.83            107,845
Stock Plan
- ----------------------------------------------------------------------------------------------------------------------
SQL 1992           F0001114A        NQSO         2/5/98           22               $4.83                 22
Stock Plan
- ----------------------------------------------------------------------------------------------------------------------
1998 Stock         J0001114          ISO        5/27/99       32,809               $5.41             14,325
Incentive Plan
- ----------------------------------------------------------------------------------------------------------------------
1998 Stock         K0001114         NQSO        5/27/99       77,191               $5.41             62,675
Incentive Plan
- ----------------------------------------------------------------------------------------------------------------------
1998 Stock         497               ISO        7/30/01       15,657               $7.00                  0
Incentive Plan
- ----------------------------------------------------------------------------------------------------------------------
1998 Stock         497A             NQSO        7/30/01      134,343               $7.00             50,000
Incentive Plan
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>7
<FILENAME>file006.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
FOR IMMEDIATE RELEASE

Contact:  Nigel Ekern
          Clarus Corporation
          203/302-2000
          nekern@claruscorp.com

         CLARUS ANNOUNCES THE CLOSING OF ELECTRONIC COMMERCE ASSET SALE

    STOCKHOLDER ENDORSEMENT OF ASSET REDEPLOYMENT STRATEGY ALLOWS COMPANY TO
                   CONTINUE PUSH TO ENHANCE STOCKHOLDER VALUE

     ATLANTA, GA., DECEMBER 6, 2002 - Clarus Corporation (NASDAQ: CLRS)
announced today that it completed the sale of substantially all of its
electronic commerce business to Epicor Software Corporation, a provider of
integrated enterprise and eBusiness software solutions for midmarket companies,
for $1.0 million in cash. Separately, Clarus continues to make progress toward
the sale of the assets related to its Cashbook product to an employee group
headquartered in Limerick, Ireland, representing substantially all of the
remainder of the Company's electronic commerce operations.

Upon the closing of the Epicor transaction, Warren B. Kanders assumed the
position of Executive Chairman of the Board of Directors, Stephen P. Jeffery
ceased to serve as Chief Executive Officer and Chairman of the Board, and James
J. McDevitt ceased to serve as Chief Financial Officer and Corporate Secretary.
Mr. Jeffery has, however, agreed to continue to serve on the Board of Directors
and serve the Company in a consulting capacity for a period of three years.
Also, Said Mohammadioun resigned his position as a Director of the Company. In
addition, the Board of Directors of the Company appointed Nigel P. Ekern as
Chief Administrative Officer to oversee the interim operations of Clarus and to
assist with the Company's asset redeployment strategy.

Mr. Kanders stated: "The completion of the sale of our electronic commerce
business continues our efforts to reposition Clarus' business in order to
enhance stockholder value." Mr. Kanders continued: "We are pleased that the
Company's stockholders have

<PAGE>

again endorsed the Company's strategy of redeploying its assets through an
acquisition of, or merger with, an operating business and the use of our
substantial cash, other non-operating assets and our publicly-traded stock to
seek new opportunities. The disposition of the Company's electronic commerce
assets is expected to limit our operating losses and cash expenditure rate and
allow the Company to focus on using its assets to increase stockholder value."
As previously reported, as of September 30, 2002, the Company's balance of cash
and marketable securities was $102.6 million. As part of the redeployment
strategy, the Company is relocating its corporate headquarters to Greenwich, CT.

Mr. Kanders added "We would like to thank the outgoing management team for their
efforts in bringing this transaction to a close, transferring the e-commerce and
procurement business to Epicor and enabling a smooth transition for both Epicor
and Clarus."

Morgan Joseph & Co. Inc., a New York based investment banking firm serving
middle market companies, retained by the Company to assist in implementing the
asset redeployment strategy, is in the process of identifying suitable merger
partners or acquisition candidates.

The closing of the sale to Epicor followed a special meeting of stockholders in
which stockholders approved the sale transaction as well as: 1) the
reimbursement of expenses incurred by Warren B. Kanders on behalf of himself,
Burtt Ehrlich, and Nicholas Sokolow in connection with their successful
solicitation of proxies; and 2) the elimination of the classification of the
Company's Board of Directors.

Clarus, formerly a provider of e-commerce business solutions, is seeking to
redeploy its assets and use its substantial cash and cash-equivalent assets to
enhance shareholder value.

<PAGE>

This release contains certain forward-looking statements within the meaning of
the Securities Act of 1933 and the Securities Exchange 1934. Information in this
release includes our plans, beliefs, hopes, expectations, intentions and
strategies relating to our future results. Assumptions relating to the
forward-looking statements involve judgments with respect to, among other
things, future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond our control. Actual results could differ materially
from those projected in the forward-looking statements as a result of certain
risks, including our planned effort to redeploy our assets to enhance
stockholder value following the completion of the transaction with Epicor. All
forward-looking statements contained in this release are based on information
available as of the date of this release and we assume no obligation to update
the forward-looking statements contained herein.


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