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                                 EXHIBIT 10.12

                        1999 DECLARATION OF AMENDMENT TO
                               CLARUS CORPORATION
                                1992 STOCK PLAN


     THIS 1999 DECLARATION OF AMENDMENT, is made this 28th day of October, 1999,
by CLARUS CORPORATION (the "Corporation"), to the Corporation's 1992 Stock Plan
(the "1992 Plan").

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

     WHEREAS, the Board of Directors of the Corporation has deemed it advisable
and has this day approved an amendment to the 1992 Plan as set forth below; and

     WHEREAS, the Corporation desires to evidence such amendment by this
Declaration of Amendment.

     NOW, THEREFORE, IT IS DECLARED that, effective October 28, 1999, the 1992
Plan shall be and is hereby amended as follows:


1.  Section 4 of the 1992 Plan shall be amended by inserting the following at
the end of said section:

"In addition, the Committee may delegate to the chief executive officer or
president of the Company the authority to grant Options, Purchase Authorizations
and Bonuses, and to make any or all of the determinations reserved for the
Committee in the Plan with respect thereto  to any individual who, at the time
of said grant or other determination, (i) is not deemed to be an officer or
director of the Company within the meaning of Section 16 of the Exchange Act;
(ii) is not deemed to be a Covered Employee; and (iii) is otherwise eligible
under the terms of the Plan.  To the extent that the Committee has delegated
authority pursuant to this Section 4 to the chief executive officer or
president, references to the Committee shall include references to such person,
subject, however, to the requirements of the Plan, Rule 16b-3 and other
applicable law.  For purposes hereof, the term "Covered Employee" shall have the
meaning given the term in Section 162(m) of the Code or the regulations
thereunder."

2.   Section 10 of the 1992 Plan shall be amended by inserting the letter "(a)"
     after the heading for such section and inserting following phrase at the
     beginning of the first sentence thereof, "With respect to Options, Purchase
     Authorizations and Bonuses granted on and after the effective date of the
     Plan and before October 28, 1999,".  In addition, the following paragraphs
     shall be added at the end of such section:

     (b)  Notwithstanding any other provision of the Plan to the contrary, the
          following provisions shall apply in lieu of the provisions of
          subsection 10(a) in the event of a Change of Control (as defined in
          Section 10(b)(iv) herein) with respect to Options, Purchase
          Authorizations and Bonuses granted on or after October 28, 1999;
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           (i)   Any Options and Purchase Authorizations outstanding as of the
                 date of such Change of Control which are not otherwise
                 exercisable on that date shall immediately become exercisable
                 with respect to 50% of that portion of each such outstanding
                 Option or Purchase Authorization which was not otherwise
                 exercisable as of such date.

           (ii)  In the event that any Bonuses outstanding as of the date of
                 such Change of Control are subject to vesting in whole or in
                 part on such date, then each such Bonus shall be deemed to be
                 vested and payable with respect to 50% of that portion of the
                 outstanding Bonus which was not otherwise vested as of such
                 date.

           (iii) Notwithstanding the foregoing, in the event of a Change of
                 Control, the Committee may, in its sole and absolute
                 discretion, determine that any or all Options, Purchase
                 Authorizations or Bonuses granted pursuant to the Plan shall
                 not vest or become exercisable on an accelerated basis, if the
                 Board of Directors of the Company or of the surviving or
                 acquiring corporation, as the case may be, shall have taken
                 such action, including but not limited to the assumption or
                 continuation of awards granted under the Plan or the grant of
                 substitute awards (in either case, with substantially similar
                 terms as awards granted under the Plan), as in the opinion of
                 the Committee is equitable or appropriate to protect the rights
                 and interests of participants under the Plan. For the purposes
                 herein, the Committee authorized to make the determinations
                 provided for in this Section 10(b)(iii) shall be appointed by
                 the Board of Directors, two-thirds of the members of which
                 shall have been directors of the Company prior to the merger,
                 share exchange, reorganization or other business combinations
                 affecting the Company or a related corporation.

           (iv)  For the purposes herein, a "Change of Control" shall be deemed
                 to have occurred on the earliest of the following dates:

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

                 (B)  The date the stockholders of the Company approve a
                      definitive agreement (X) to merge or consolidate 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 the merger or consolidation
                      have the same proportionate ownership of Common Stock of
                      the

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                      surviving corporation immediately after the merger as
                      immediately before, and (ii) with respect to Options,
                      Purchase Authorizations and Bonuses granted on or after
                      October 28, 1999, any merger or consolidation of the
                      Company in which holders of Common Stock immediately prior
                      to the merger or consolidation continue to own at least a
                      majority of the combined voting securities of the Company
                      (or the surviving entity) outstanding immediately after
                      such merger or consolidation, or (Y) to sell or otherwise
                      dispose of all or substantially all the assets of the
                      Company; or

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

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


     IN WITNESS WHEREOF, this  Declaration of Amendment is executed on behalf of
Clarus Corporation as of the day and year first above written.


                              CLARUS CORPORATION



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

ATTEST:


/s/ Arthur G. Walsh, Jr.
------------------------
Arthur G. Walsh, Jr., Secretary

[Corporate Seal]

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