<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>