EXHIBIT 4.6
                               Clarus Corporation
                             Stock Option Agreement
                           Warren B. Kanders, Optionee

      Stock  Option  Agreement  (the  "Agreement")  made as of this  23rd day of
December,  2002,  by and between  Clarus  Corporation,  a Delaware  corporation,
having its principal office at One Pickwick Plaza, Greenwich,  Connecticut 06830
(the "Company"),  and Warren B. Kanders, an individual residing at Two Soundview
Drive, Greenwich, CT 06830 (the "Optionee").

      Whereas, the Optionee is a valued and trusted employee and director of the
Company and the Company  believes it to be in the best  interests of the Company
to secure the future  services of the Optionee by providing the Optionee with an
inducement to remain an employee  and/or a director of the Company or any of its
affiliates  or  subsidiaries  (each a  "Participating  Company") and through the
grant of an option to acquire an aggregate of 800,000  shares (the  "Shares") of
common stock (the "Common  Stock"),  par value $.0001 per share, of the Company.
Capitalized terms not defined herein shall have the meanings ascribed to them in
the Employment Agreement (the "Employment  Agreement"),  dated as of December 6,
2002, between the Company and the Optionee.

      Now, Therefore, the parties agree as follows:

      1. Option Grant and Exercise  Price.  Subject to the  provisions and terms
hereinafter set forth, the Company hereby grants to the Optionee, as of December
20, 2002 (the "Grant  Date"),  the right,  privilege  and option to purchase (a)
400,000 shares of Common Stock, having an exercise price of $7.50 per share (the
"$7.50  Option");  and (b) 400,000  shares of Common  Stock,  having an exercise
price of $10.00 per share (the "$10.00 Option",  together with the $7.50 Option,
the  "Option").  It is Not intended that the Option  evidenced by this Agreement
shall be an incentive stock option as defined in Section 422 of the United Sates
Internal  Revenue  Code of 1986,  as amended,  and any  regulations  promulgated
thereunder (the "Code").

      2. Exercise of Option. The term of the Option shall be for a period of ten
(10) years from the Grant Date and shall  expire  without  further  action being
taken at 5:00 p.m.,  New York time,  on December  20,  2012,  subject to earlier
termination as provided in Section 4 hereof (the "Expiration  Date"). The Option
may be exercised at any time, or from time to time, prior to the Expiration Date
as to any part or all of the  Shares  covered  by the  Option,  pursuant  to the
vesting schedules contained in Section 3.1 hereof;  provided,  however, that the
Option may not be exercised as to less than one hundred (100) shares,  unless it
is exercised as to all Shares as to which this Option is then exercisable.

      3. Vesting Schedule.

            3.1 (a) The Shares into which the $7.50 Option is exercisable  shall
vest in accordance with the following schedule:

<PAGE>

                                                        Number of
                  Vesting Date                       Shares Exercisable

                  December 20, 2003                   80,000 Shares
                  December 20, 2004                   80,000 Shares
                  December 20, 2005                   80,000 Shares
                  December 20, 2006                   80,000 Shares

            (b) The Shares  into which the $10.00  Option is  exercisable  shall
vest in accordance with the following schedule:

                                                         Number of
                  Vesting Date                       Shares Exercisable

                  December 20, 2003                    80,000 Shares
                  December 20, 2004                    80,000 Shares
                  December 20, 2005                    80,000 Shares
                  December 20, 2006                    80,000 Shares

            3.2  Notwithstanding  the foregoing or any contrary or  inconsistent
provision  of  this  Agreement,  the  Option  shall  vest  in  full  and  become
immediately exercisable,  not later than immediately prior to the effective date
of any Change in Control  (as such term is defined in the  Employment  Agreement
defined).  The Company  hereby  undertakes  to give the  Optionee  notice of any
Change of Control Event within five (5) days thereof.

            3.3  Notwithstanding  the vesting  schedule set forth in Section 3.1
hereof,  such vesting  schedule may be  accelerated by the Board of Directors or
the Compensation  Committee of the Board of Directors (the "Committee") in their
sole decision.

      4. Termination.

            4.1 Voluntary  Termination.  If Optionee voluntarily  terminates his
employment  with the Company,  then this Option,  to the extent (and only to the
extent) that it is vested in accordance  with the schedules set forth in Section
3.1 hereof on the date of  termination,  may be  exercised  by Optionee no later
than three (3) months after the date of termination,  or such longer time period
not exceeding five (5) years as may be determined by the  Committee,  but in any
event no later than the Expiration Date.

            4.2  Termination  Because of Death or  Disability.  If  Optionee  is
terminated  because  of  death  or  disability  (as  such  term  is  used in the
Employment  Agreement) of Optionee,  then this Option,  to the extent that it is
vested in  accordance  with the schedules set forth in Section 3.1 hereof on the
date  of  termination,  may  be  exercised  by  Optionee  (or  Optionee's  legal
representative  or  authorized  assignee) no later than twelve (12) months after
the date of termination (or such longer time period not exceeding five (5) years
as may be  determined  by the  Committee),  but in any  event no later  than the
Expiration Date.

<PAGE>

            4.3  Termination  for Cause. If the Optionee is terminated for cause
(as such term is used in the Employment  Agreement),  neither the Optionee,  nor
the  Optionee's  estate nor such other person who may then hold the Option shall
be entitled to exercise any Option with respect to any Shares whatsoever,  after
termination of service, whether or not after termination of service the Optionee
may receive  payment from the Company or any  subsidiary  for vacation  pay, for
services  rendered prior to  termination,  for services  rendered for the day on
which  termination  occurs,  for  salary  in lieu of  notice,  or for any  other
benefits. In making such determination, the Committee shall give the Optionee an
opportunity to present to the Committee  evidence on his behalf. For the purpose
of this  paragraph,  termination of service shall be deemed to occur on the date
when the Company  dispatches  notice or advice to the Optionee  that  Optionee's
service is terminated.

            4.4 Termination Without Cause. If the Optionee is terminated without
cause  (as such term is used in the  Employment  Agreement),  then any  unvested
portion of the Option shall immediately vest and become nonforfeitable.

            4.5 No Obligation to Employ.  Nothing in this Agreement shall confer
on Optionee any right to continue in the employ of, or other  relationship with,
the Company or any  subsidiary of the Company,  or limit in any way the right of
the  Company  or any  affiliate  or  subsidiary  of  the  Company  to  terminate
Optionee's  employment or other relationship at any time, with or without cause.
This Agreement does not constitute an employment  contract.  This Agreement does
not  guarantee  employment  for the length of time of the vesting  schedules set
forth in Section 3 hereof or for any portion thereof.

      5. Manner of Exercise.

            5.1 Stock  Option  Exercise  Agreement.  To  exercise  this  Option,
Optionee  (or in  the  case  of  exercise  after  Optionee's  death,  Optionee's
executor,  administrator,  heir or legatee,  as the case may be) must deliver to
the Company an executed  stock option  exercise  agreement in the form  attached
hereto as Exhibit A, or, at the Committee's sole discretion,  in such other form
as may be approved by the Company from time to time (the "Exercise  Agreement"),
which shall set forth, inter alia,  Optionee's election to exercise this Option,
the number of shares being purchased, any restrictions imposed on the Shares and
any representations,  warranties and agreements regarding Optionee's  investment
intent and access to  information  as may be  required  by the Company to comply
with applicable  securities laws. If someone other than Optionee  exercises this
Option, then such person must submit documentation  reasonably acceptable to the
Company that such person has the right to exercise this Option.

            5.2 Limitations on Exercise. This Option may not be exercised unless
such exercise is in compliance with all applicable  federal and state securities
laws, as they are in effect on the date of exercise.

            5.3 Payment.  The Exercise  Agreement  shall be  accompanied by full
payment of the applicable  exercise price (the "Exercise  Price") for the Shares
being purchased (a) in cash (by check), or (b) provided that a public market for
the Company's  stock exists and to the extent  permitted by applicable  law: (1)
through a "same day sale" commitment from Optionee and a broker-dealer that is a
member of the National  Association  of  Securities  Dealers (an "NASD  Dealer")
whereby  Optionee  irrevocably  elects to  exercise  this  Option  and to sell a
portion of the Shares so purchased to pay for the aggregate  Exercise  Price and
whereby  the NASD  Dealer  irrevocably  commits  upon  receipt of such Shares to
forward the aggregate  Exercise Price directly to the Company;  or (2) through a
"margin"   commitment  from  Optionee  and  an  NASD  Dealer  whereby   Optionee
irrevocably elects to exercise this Option and to pledge the Shares so purchased
to the NASD  Dealer in a margin  account  as  security  for a loan from the NASD
Dealer in the amount of the  aggregate  Exercise  Price,  and  whereby  the NASD
Dealer irrevocably  commits upon receipt of such Shares to forward the aggregate
Exercise Price directly to the Company. Notwithstanding the foregoing, the Board
of Directors or the Committee,  in their absolute discretion,  may allow for the
full payment of the aggregate  Exercise Price for the Shares being  purchased to
be made by any other method.

<PAGE>

            5.4 Tax  Withholding.  Prior  to the  issuance  of the  Shares  upon
exercise of this Option, Optionee must pay or provide for any applicable federal
or state  withholding  obligations  of the  Company.  If the  Committee  elects,
Optionee  may  provide for payment of  withholding  taxes upon  exercise of this
Option by  requesting  that the Company  retain  Shares with a fair market value
equal to the minimum amount of taxes required to be withheld.  In such case, the
Company  shall issue the net number of Shares to the Optionee by  deducting  the
Shares retained from the Shares issuable upon exercise.

            5.5 Issuance of Shares.  Provided  that the Exercise  Agreement  and
payment are in form and  substance  satisfactory  to the Company and counsel for
the  Company,  the  Company  shall  issue the Shares  registered  in the name of
Optionee,  Optionee's  authorized assignee,  or Optionee's legal representative,
and shall  deliver  certificates  representing  the Shares with the  appropriate
legends affixed thereto.

      6. Certain Adjustments.

            6.1 Assumption or  Replacement  of Options by Successor.  Subject to
the  provisions  of  Section  3.2  above,  if a Change in  Control  occurs,  the
successor  company  in any  Change in Control  (or the  Company,  if there is no
successor  company)  may, if approved  in writing by the  Committee  or Board of
Directors prior to any Change in Control,  (i) substitute  equivalent options or
provide  substantially  similar consideration to the Optionee as was provided to
stockholders  in such Change in Control  (after taking into account the existing
provisions  hereof),  or (ii)  issue,  in place of this  Option a  substantially
similar  option or  substantially  similar  other  securities  or  substantially
similar other property.

            6.2 Other Treatment.  Subject to the rights set forth in Section 3.2
(including  without  limitation the provisions for  acceleration  of vesting and
notice of a Change in Control) and the rights and  limitations set forth in this
Section  6, if a Change in  Control  occurs  or has  occurred,  any  outstanding
unexercised Options,  will be treated as provided in the applicable agreement or
plan of  merger,  consolidation,  dissolution,  liquidation,  or sale of  assets
constituting the Change in Control.

<PAGE>

            6.3  Adjustment  of  Shares.   In  the  event  that  the  number  of
outstanding  shares is  changed  by a stock  dividend,  recapitalization,  stock
split,  reverse  stock  split,  subdivision,  combination,  reclassification  or
similar change in the capital  structure of the Company  without  consideration,
then the Exercise Price of and number of Shares acquirable upon exercise of this
Option will be proportionately  adjusted,  subject to any required action by the
Board  or the  stockholders  of  the  Company  and  compliance  with  applicable
securities laws; provided, however, that fractions of a Share will not be issued
will be rounded to the nearest whole Share.

      7. Compliance With Laws and  Regulations.  The exercise of this Option and
the  issuance  and  transfer  of  Shares to the  Optionee  shall be  subject  to
compliance by the Company and Optionee with (i) all applicable  requirements  of
federal and state securities laws, (ii) all applicable requirements of any stock
exchange or quotation  system on which the Company's  Common Stock may be listed
or traded,  and (iii) any applicable policy of the Company regarding the trading
of  securities  of the Company,  each at the time of such issuance and transfer.
Optionee  understands  that the  Company is under no  obligation  to register or
qualify  the Shares  with the  Securities  and  Exchange  Commission,  any state
securities commission or any stock exchange to effect such compliance.

      8. Nontransferability of Option. This Option may not be transferred in any
manner other than by will or by the laws of descent and distribution. During the
lifetime  of  Optionee,  the  Option  shall  be  exercisable  only  by  Optionee
personally or by the Optionee's legal  representative.  The terms of this Option
shall be binding upon the executors,  administrators,  successors and assigns of
Optionee.

      9.  Privileges  of Stock  Ownership.  Optionee  shall  not have any of the
rights of a  stockholder  with respect to any Shares until the Shares are issued
to Optionee.

      10.  Interpretation.  Any dispute  regarding  the  interpretation  of this
Agreement  shall be  submitted by Optionee or the Company to the  Committee  for
review.  The  resolution of such a dispute by the  Committee  shall be final and
binding on the Company and Optionee.

      11. Entire Agreement. This Agreement and the Exercise Agreement constitute
the entire agreement and understanding of the parties hereto with respect to the
subject matter hereof and supersede all prior understandings and agreements with
respect to such subject matter.

      12.  Notices.  Any notice required to be given or delivered to the Company
under the terms of this  Agreement  shall be in  writing  and  addressed  to the
Corporate  Secretary  of the Company at its  principal  corporate  offices.  Any
notice  required to be given or  delivered  to Optionee  shall be in writing and
addressed to Optionee at the address indicated above or to such other address as
such  party may  designate  in  writing  from time to time to the  Company.  All
notices shall be deemed to have been given or delivered upon: personal delivery;
three  (3)  days  after  deposit  in the  United  States  mail by  certified  or
registered mail (return receipt  requested);  one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by facsimile.

<PAGE>

      13. Successors and Assigns. The Company may assign any of its rights under
this Agreement. This Agreement shall be binding upon and inure to the benefit of
the  successors  and  assigns of the  Company.  Subject to the  restrictions  on
transfer set forth  herein,  this  Agreement  shall be binding upon Optionee and
Optionee's heirs, executors, administrators,  legal representatives,  successors
and assigns.

      14.  Governing Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of New York, applicable to agreements made
and to be  performed  entirely  within such state,  other than  conflict of laws
principles  thereof  directing the application of any law other than that of New
York.

      15. Tax Consequences.  Optionee acknowledges that there may be adverse tax
consequences  upon exercise of this Option or disposition of the Shares and that
the Company has advised Optionee to consult a tax advisor prior to such exercise
or disposition.

      16. Covenants of the Optionee

            The  Optionee  agrees  (and for any heir,  executor,  administrator,
legal  representative,  successor,  or assignee of Optionee hereby agrees), as a
condition upon exercise of the Option granted hereunder:

            (a) Upon the  request  of the  Company,  to  execute  and  deliver a
certificate,  in form  satisfactory  to the Company,  certifying that the Shares
being acquired upon exercise of the Option are for such person's own account for
investment  only and not with any view to or  present  intention  to  resell  or
distribute the same.  The Optionee  hereby agrees that the Company shall have no
obligation to deliver the Shares issuable upon exercise of the Option unless and
until such  certificate  shall be executed  and  delivered to the Company by the
Optionee or any successor.

            (b) Upon the  request  of the  Company,  to  execute  and  deliver a
certificate, in form satisfactory to the Company, certifying that any subsequent
resale or distribution of the Shares by the Optionee shall be made only pursuant
to  either  (i) a  Registration  Statement  on an  appropriate  form  under  the
Securities Act of 1933, as amended (the "Securities  Act"),  which  Registration
Statement  has become  effective  and is current with regard to the Shares being
sold, or (ii) a specific  exemption from the  registration  requirements  of the
Securities Act, but in claiming such exemption the Optionee shall,  prior to any
offer of sale or sale of such Shares,  obtain a prior favorable  written opinion
of counsel, in form and substance satisfactory to counsel for the Company, as to
the application of such exemption thereto. The foregoing  restriction  contained
in this subparagraph (b) shall not apply to (x) issuances by the Company so long
as the  Shares  being  issued  are  registered  under the  Securities  Act and a
prospectus  in respect  thereof is  current,  or (y)  re-offerings  of Shares by
Affiliates  of the  Company  (as  defined in Rule 405 or any  successor  rule or
regulation  promulgated under the Securities Act) if the Shares being re-offered
are registered  under the Securities Act and a prospectus in respect  thereof is
current.

<PAGE>

            (c) That  certificates  evidencing Shares purchased upon exercise of
the Option shall bear a legend, in form satisfactory to counsel for the Company,
manifesting  the  investment  intent and  resale  restrictions  of the  Optionee
described in this Section.

            (c) That upon exercise of the Option granted hereby, or upon sale of
the  Shares  purchased  upon  exercise  of the  Option,  as the case may be, the
Company shall have the right to require the Optionee to remit to the Company, or
in lieu thereof,  the Company may deduct, an amount of shares or cash sufficient
to satisfy federal,  state or local withholding tax requirements,  if any, prior
to  the  delivery  of  any  certificate  for  such  Shares  or  thereafter,   as
appropriate.

      17. Obligations of the Company

            17.1  Upon the  exercise  of this  Option  in whole or in part,  the
Company  shall cause the  purchased  Shares to be issued only when it shall have
received the payment of the  aggregate  Exercise  Price in  accordance  with the
terms of this Agreement.

            17.2 The Company shall cause certificates for the Shares as to which
the Option shall have been  exercised to be registered in the name of the person
or persons  exercising the Option,  which certificates shall be delivered by the
Company to the Optionee only against payment of the aggregate  Exercise Price in
accordance  with the  terms of this  Agreement  for the  portion  of the  Option
exercised.

            17.3 In the event that the Optionee  shall exercise this Option with
respect  to less than all of the Shares of Common  Stock  that may be  purchased
under the terms  hereof,  the Company  shall issue to the Optionee a new Option,
duly executed by the Company and the Optionee,  in form and substance  identical
to this Option, for the balance of Shares of Common Stock then issuable pursuant
to the terms of this Option.

            17.4  Notwithstanding  anything to the  contrary  contained  herein,
neither  the  Company  nor its  transfer  agent  shall be  required to issue any
fraction  of a Share of Common  Stock in  connection  with the  exercise of this
Option, and the Company shall, upon exercise of this Option in whole or in part,
issue the largest number of whole Shares of Common Stock to which this Option is
entitled upon such full or partial exercise and shall return to the Optionee the
amount of the  aggregate  Exercise  Price paid by the Optionee in respect of any
fractional Share.

            17.5 The  Company  may  endorse  such  legend  or  legends  upon the
certificates  for Shares  issued to the Optionee  pursuant  hereto and may issue
such  "stop  transfer"  instructions  to its  transfer  agent in respect of such
Shares as, in its  discretion,  it determines to be necessary or appropriate to:
(i) prevent a violation of, or to perfect an exemption  from,  the  registration
requirements of the Securities Act; (ii) implement the provisions hereof and any
agreement between the Company and the Optionee with respect to such Shares.

            17.6 The Company shall pay all issue or transfer  taxes with respect
to the issuance or transfer of Shares to the  Optionee,  as well as all fees and
expenses necessarily incurred by the Company in connection with such issuance or
transfer,  except fees and expenses which may be  necessitated  by the filing or
amending of a Registration  Statement  under the Securities  Act, which fees and
expenses  shall be borne by the  Optionee,  unless such  Registration  Statement
under the  Securities  Act has been filed by the Company  for its own  corporate
purposes (and the Company so states) in which event the Optionee shall bear only
such fees and expenses as are attributable solely to the inclusion of the Shares
he or she receives in the Registration Statement.

<PAGE>

            17.7 All  Shares  issued  following  exercise  of the Option and the
payment of the aggregate  Exercise  Price in  accordance  with the terms of this
Agreement  therefor  shall  be  fully  paid  and  non-assessable  to the  extent
permitted by law.

      18. Miscellaneous

            18.1 If the Optionee  loses this Agreement  representing  the Option
granted  hereunder,  or if this  Agreement is stolen or  destroyed,  the Company
shall,  subject to such reasonable terms as to indemnity as the Committee in its
sole discretion  shall require,  enter into a new option  agreement  pursuant to
which the Company shall issue a new Option,  in form and substance  identical to
this Option,  and in substitution  for, the Option so lost, stolen or destroyed,
and in the event this Agreement representing the Option shall be mutilated,  the
Company  shall,  upon the surrender  hereof,  enter into a new option  agreement
pursuant to which the Company  shall issue a new Option,  in form and  substance
identical to this Option, and in substitution for, the Option so mutilated.

            18.2 This Agreement cannot be amended,  supplemented or changed, and
no  provision  hereof  can be  waived,  except  by a written  instrument  making
specific  reference  to this  Agreement  and  signed by the party  against  whom
enforcement of any such amendment, supplement, modification or waiver is sought.
A waiver of any right  derived  hereunder by the Optionee  shall not be deemed a
waiver of any other right derived hereunder.

            18.3 This  Agreement may be executed in any number of  counterparts,
but all counterparts will together constitute but one agreement.

            18.4 Any dispute  regarding  the  interpretation  of this  Agreement
shall be submitted by Optionee or the Company to the Committee  for review.  The
resolution of such a dispute by the Committee  shall be final and binding on the
Company and Optionee.

                            [Signature Page Follows:]

<PAGE>

      In Witness  Whereof,  the Company has caused this Agreement to be executed
in duplicate by its duly  authorized  representative,  and Optionee has executed
this Agreement in duplicate as of the Grant Date.

                                       Clarus Corporation

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

                                       /s/ Warren B. Kanders
                                       ---------------------
                                       Warren B. Kanders, Optionee

<PAGE>

                                    EXHIBIT A

                               CLARUS CORPORATION
                         STOCK OPTION EXERCISE AGREEMENT

      I hereby  elect to purchase the number of shares of Common Stock of Clarus
Corporation (the "Company") as set forth below:

Optionee                            _________________________________________
Social Security Number:             _________________________________________
Address:                            _________________________________________

Number of Shares Purchased:         _________________________________________
Exercise Price per Share:           _________________________________________
Aggregate Exercise Price:           _________________________________________
Date of Option:                     _________________________________________
Exact Name of Title to Shares:      _________________________________________

1.  DELIVERY  OF EXERCISE  PRICE.  Optionee  hereby  delivers to the Company the
Aggregate  Exercise Price, to the extent  permitted in the Option Agreement (the
"Option Agreement"), as follows (check as applicable and complete):

|_| in cash (by check) in the amount of $_____________________;

|_| by  cancellation of indebtedness of the Company to Optionee in the amount of
$___________________________________;

|_| by delivery of ______________________________  fully-paid, nonassessable and
vested  shares of the Common Stock of the Company owned by Optionee for at least
six (6) months prior to the date hereof (and which have been paid for within the
meaning of SEC Rule 144), or obtained by Optionee in the open public market, and
owned free and clear of all liens,  claims,  encumbrances or security interests,
valued at the current Fair Market Value of $____________________ per share;

[  ]  by   tender   of  a   promissory   note  in  the   principal   amount   of
$________________________,  secured by a Pledge  Agreement of even date herewith
(the par value of the Shares is tendered in cash (or by check));

|_| by the waiver hereby of compensation due or accrued to Optionee for services
rendered in the amount of $------------------------------------ ;

|_| through a "same-day-sale" commitment,  delivered herewith, from Optionee and
the     NASD     Dealer     named     therein,      in     the     amount     of
$_______________________________; or

<PAGE>

|_| through a "margin" commitment, delivered herewith from Optionee and the NASD
Dealer        named        therein,        in        the        amount        of
$_________________________________________.

2. MARKET  STANDOFF  AGREEMENT.  Optionee,  if  requested  by the Company and an
underwriter of Common Stock (or other securities) of the Company,  agrees not to
sell or otherwise  transfer or dispose of any Common Stock (or other securities)
of the Company  held by Optionee  during the period  requested  by the  managing
underwriter  following the  effective  date of a  registration  statement of the
Company filed under the Securities Act, provided that all officers and directors
of the  Company  are also  requested  to enter  into  similar  agreements.  Such
agreement  shall be in writing in a form  satisfactory  to the  Company and such
underwriter. The Company is hereby entitled to impose stop-transfer instructions
with  respect  to the  shares (or other  securities)  subject  to the  foregoing
restriction until the end of such period.

3. TAX CONSEQUENCES.  OPTIONEE  UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX
CONSEQUENCES  AS A RESULT OF OPTIONEE'S  PURCHASE OR  DISPOSITION OF THE SHARES.
OPTIONEE  REPRESENTS  THAT  OPTIONEE HAS  CONSULTED  WITH ANY TAX  CONSULTANT(S)
OPTIONEE DEEMS  ADVISABLE IN CONNECTION  WITH THE PURCHASE OR DISPOSITION OF THE
SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

4. ENTIRE AGREEMENT. The Option Agreement is incorporated herein by reference.
This Exercise Agreement and the Option Agreement constitute the entire agreement
and understanding of the parties and supersede in their entirety all prior
understandings and agreements of the Company and Optionee with respect to the
subject matter hereof, and are governed by New York law applicable to contracts
executed and to be fully performed therein, other than conflict of laws
principles thereof directing the application of any law other than that of New
York.

Date: _________________________             _________________________________
                                                  SIGNATURE OF OPTIONEE