Resignation and Severance Agreement and General Release

Resignation and Severance   Agreement

and General Release

Resignation and Severance   Agreement and General Release (the "Agreement") made and executed as of December ___, 2006, by and between Clarus Corporation (the “Company") with offices at One Landmark Square, 22 ^nd Floor, Stamford, Connecticut 06901, and Nigel P. Ekern ("Employee") residing at 741 Hollow Tree Ridge Road, Darien, Connecticut 06820.

W I T N E S S E T H

Whereas, Employee is employed by the Company as Chief Administrative Officer of the Company pursuant to an agreement dated as of December 6, 2002, between the Company and the Employee, as amended by an agreement dated as of May 1, 2006, between the Company and the Employee (collectively, the "Employment Agreement");

Whereas, the Employee desires to voluntarily resign from his position effective as of December 31, 2006, but nonetheless remain an employee of the Company until December 31, 2006 (the “End Date”) and accept the severance and benefits set forth herein in lieu of all severance and benefits otherwise provided in the Employment Agreement;

Whereas, Company desires to accept such resignation, to allow Employee to remain an employee of the Company until the End Date and to provide Employee with the severance and benefits set forth herein;

Whereas, the parties desire to set forth their agreement and understanding concerning the termination of the Employee’s employment.

Now, Therefore , in consideration of the foregoing premises and the mutual promises herein contained, it is agreed as follows:

1.   Separation from Employment, etc .

(a)   Resignation . The parties acknowledge and agree that Employee’s resignation as an officer of the Company and the Company’s direct and indirect subsidiaries and affiliates shall be effective as of December 31, 2006. The parties acknowledge and agree that Employee’s resignation as an employee of the Company and the Company’s direct and indirect subsidiaries and affiliates, and Employee’s separation from employment with the Company and all of the Company’s direct or indirect subsidiaries or affiliates shall be effective as of the End Date; provided, however, that until the Company has filed its Annual Report on Form 10-K for the year ending December 31, 2006, the Employee will make himself available to the Company as and when reasonably requested by the Company to facilitate the transition of administration of the Company to other executives and to prepare such Annual Report. The Company shall continue to pay the Employee all salary and benefits to which he is entitled under his Employment Agreement, subject to the Company’s continuing customary payroll practices, until December 31, 2006.

(b)   Confidentiality . For purposes of this Agreement, all references to the Company shall be deemed to include all of the Company's affiliates and direct and indirect subsidiaries.

(i)   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 (in written, graphic, electronic, oral and other forms, and in electronic, magnetic, paper and other media), including, without limitation, information regarding the Company’s assets, properties, business, plans, strategies, operations, and business and product development, including without limitation, acquisitions and new lines of business, trade secrets, novel ideas, inventions, know-how, customers, business affiliates, techniques, training materials, algorithms, computer programs (including source codes and object codes), designs, formulas, test plans, data, analyses and results, services, costs, finances, financial statements and projections, financial and marketing information, markets, sales, vendors, suppliers, personnel, pricing policies, plans for future developments, acquisition or disposition strategies, specifications, technology, research and development, and other similar information in respect of the Company (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. Ac-cord-ingly, the Employee shall not, at any time, either during the term of his employment with the Company or subsequent to the End Date, use (whether for personal gain or otherwise), reveal, report, publish, transfer or otherwise disclose to any person, corporation or other entity, any of the Con-fi-dential Information without the prior written consent of the Company, except 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 pur-poses in the best interests of the Company, and except (i) for such information which is or be-comes of general public knowledge from authorized sources other than the Employee, and (ii) as may be required by law, regulation, legal proceeding or court order. The Employee acknow-ledges that the Company would not enter into this Agreement without the assurance that all such Confi-dential Information will be used for the exclusive benefit of the Company.

(ii)   Return of Confidential Information . The Employee shall promptly, but in any event no later than the End Date, 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. In the event that any such materials are provided to Employee in connection with Section 9(F) of this Agreement during the six month period following the End Date, then Employee shall, within 10 business days following the expiration of such six-month period, deliver to the Company all such materials which are in Employee’s possession or control, except for such having a de   minimus value to the Company.

(iii)   Return of Company Property . The Employee covenants and agrees that on or before the End Date, he will return to the Company all property of the Company which has theretofore been furnished to him, including without limitation cell phones, computers, Blackberries and other equipment.

(iv)   Inventions, etc . The Employee will promptly disclose to the Com-pany all designs, processes, inventions, improvements, discoveries and other information related to the business of the Company (collectively "developments") conceived, developed or acquired by the Employee alone or with others during the term of the Employee's employment with the Company, whether or not conceived during regular working hours, through the use of Company time, material or facilities or otherwise, whether prior to or within eighteen (18) months after the End Date. All such developments shall be the sole and exclusive property of the Company, and upon request the Employee shall deliver to the Com-pany all draw-ings, 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.

(c)   Non-competition . The Employee will not utilize his special knowledge of the business of the Company and his rela-tionships with customers, suppliers of the Company and others to compete with the Company. Subject to the fourth sentence of this Section 1 (c) for a period of three years from the date hereof, the Employee shall not engage, directly or in-directly, 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, or through the investment of capital, lending of money or property, ren-dering of services or otherwise, in any business competitive with or substantially similar to that engaged in or, to the knowledge of the Employee, contemplated to be engaged in, by the Company or any vendor, supplier or distributor of the Company during the term of Employee’s employment by the Company, or any line of business or acquisition that the Company has obtained due diligence or other information on during Employee’s employment with the Company. Subject to the fourth sentence of this Section 1 (c) 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 business from, or solicit the 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 busi-ness from the Company or any such successor, or (ii) directly or indirectly recruit or other-wise 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 rela-tionship 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 Section 1(b)(iv) or this Section 1(c) shall toll the running of any time periods set forth in this Section 1(c) for the duration of any such breach or violation. Notwithstanding any provision in this Agreement to the contrary, the parties hereto agree and understand 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 violation of this Section 1(c) 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.

(d)   Remedies . The restrictions set forth in Sections 1(b) and 1(c) are con-sidered by the parties to be fair and reasonable. The Employee acknowledges that the restrictions contained in Sections 1(b) and 1(c) will not prevent him from earning a livelihood. The Em-ployee 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 1(b) or 1(c). 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, (ii) shall not be required to post bond in connection with seeking any such equitable remedies, and (iii) shall be entitled to receive reimbursement from the Employee for all reasonable attorneys' fees and expenses in-curred by the Company in enforcing such provisions if the Company prevails in any action brought to enforce Sections 1(b) or 1(c) hereof. If any provisions of Sections 1(b), 1(c), or 1(d) 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 acti-vities 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 pro-visions of Sections 1(b), 1(c), or 1(d) 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 inten-tions and agreement of the parties.

2.   Employee’s and Company’s Representations and Covenants . The Employee rep-re-sents that he has not filed any claims, complaints, charges or lawsuits (collectively “Actions”) against the Company and any parent, subsidiary and related corporations and divi-sions of any of them, and the members, owners, stockholders, predecessors, successors, assigns, agents, direc-tors, officers, employees and representatives of any of them) with any governmental agency, arbitrator, or any court with respect to his employment or separation from employment, and that he will not do so at any time hereafter; provided, however, this clause shall not limit the Em-ployee from filing a lawsuit for the sole purpose of enforcing his rights under this Agreement. The Company represents that it has not filed any Actions against the Employee with any govern-mental agency, arbitrator, or any court with respect to his employment or separation from em-ploy-ment as of the date hereof

3.   Acknowledgment of Payment and Receipt . The parties acknowledge that all pay-ments for wages and benefits due to the Employee through the date hereof, including payment for all accrued vacation pay and any expense reimbursements, have been paid by the Company and received by the Employee, and that there are no further obligations of the Company to the Employee except as specifically set forth in this Agreement. The parties acknowledge that Employee may incur certain business expenses between the date hereof and the End Date, and the Company agrees to reimburse Employee for all such business expenses that were properly incurred on behalf of Company business upon submission of appropriate receipts therefor.

4.   Severance Payments and Benefits to Employee Not Required by Law or Contract .

In ful