CLARUS CORP
AMEND. TO EMPLOYMENT AGREEMENT STEPHEN P. JAFFERY
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>dex101.txt
<DESCRIPTION>AMEND. TO EMPLOYMENT AGREEMENT STEPHEN P. JAFFERY
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                        AMENDMENT TO EMPLOYMENT AGREEMENT

         THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made effective
as of the 3rd day of May, 2002, by and between Clarus Corporation, a Delaware
corporation (the "Company") and Stephen P. Jeffery, a Georgia resident,
("Employee").

         WHEREAS, the Company and Employee have entered into an Employment
Agreement dated as of January 1, 2000 (the "Employment Agreement"); and

         WHEREAS, the Company and Employee desire to amend the Employment
Agreement as provided herein.

         NOW THEREFORE, in consideration of the foregoing, the mutual promises
contained herein 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.       Amendment.
         ----------

(a)      Section 2 of the Employment Agreement is hereby deleted in its entirety
and replaced with the following:

         "Term. The initial term of this Agreement will commence on the date set
         forth above and will terminate on December 31, 2002, unless said
         Agreement is terminated at an earlier date as provided herein. The
         Agreement shall thereafter automatically renew for identical and
         successive one (1) year term(s) unless either party notifies the other
         of its intention not to renew the Agreement at least 30 days prior to
         the expiration of the initial term or the one year renewal term then in
         effect; provided, however, that all post-termination obligations under
         Sections 4, 5, 6 and 7 shall survive termination or expiration of this
         Agreement as provided herein. Notwithstanding anything to the contrary
         herein, the election by the Company not to renew this Agreement at the
         end of the initial or any renewal term hereunder shall constitute
         termination without Cause, and Employee shall be entitled to receive
         the payments and other benefits provided under Section 4(c)."

(b)      The first sentence of Section 4(c) is hereby deleted in its entirety
and replaced with the following:

         "In the event the Company terminates this Agreement without Cause or
         elects not to renew this Agreement at the end of the initial or any
         renewal term, then Employee shall be entitled to (i) severance pay in
         the form of continuation of his annualized Base Salary for a period of
         one (1) year from the date of such termination, which shall be paid in
         accordance with the Company's regular payroll practices and subject to
         any and all withholdings pursuant to applicable law, and (ii) a pro
         rata portion of his incentive bonus, if any, contemplated by Section
         3(a) for the quarter in which his employment terminated based upon the
         number of days in the quarter elapsed prior to such termination."

The remainder of Section 4(c) remains in effect as provided in the Employment
Agreement.

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(c)      Section 7 of the Employment Agreement is hereby deleted in its entirety
and replaced with the following:

         "7. Employee's Obligations Upon Termination. Upon the termination of
Employee's employment hereunder for whatever reason, Employee automatically
tenders Employee's resignation from any office Employee may hold with the
Company; provided that neither the provisions of this Section 7 nor anything in
this Agreement shall require Employee to tender his resignation from the
Company's Board of Directors at any time, it being specifically understood that
Employee may continue to serve in such capacity following termination of this
Agreement".

2.       Continued Effect of Agreement. Except as specifically set forth in this
Amendment, the Employment Agreement continues in full force and effect in
accordance with its terms. All references in the Employment Agreement to the
"Agreement" shall be deemed to mean the Employment Agreement as amended hereby.

3.       Miscellaneous. The provisions of Sections 10 of the Employment
Agreement shall apply also to this Amendment.

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

THE COMPANY:                                    EMPLOYEE:

CLARUS CORPORATION


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

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