[Letterhead of Deutsche Asset Management]
October 28, 2002
Xxxxxx X. Xxxxxxx
Two Soundview Drive
Greenwich, CT 06830
Dear Xx. Xxxxxxx:
This letter confirms our agreement this date that Deutsche Bank AG and/or its
affiliates and subsidiaries ("Deutsche") shall sell and deliver to you 841,200
shares ("Shares") of common stock of Clarus Corporation ("Clarus") together with
Deutsche's proxy to vote the Shares as you determine against payment of
$4,206,000 ($5 per Share) in same-day funds. Settlement shall occur during
normal business hours November 8, 2002, New York City time.
In connection with this sale, Deutsche acknowledges that:
(i)
You, Xxxxxx X. Xxxxxxx are a director of Clarus, the beneficial owner
of more than 5% of the outstanding shares of common stock of Clarus and
have filed a 13D statement with the Securities and Exchange Commission;
(ii) As such, you may be in possession of material non-public information
with respect to Clarus which you would have been willing to disclose to
us if we were willing to execute a confidentiality agreement by
compliance with Regulation FD under the Federal Securities Acts;
(iii) In lieu thereof, we have conducted our own due diligence with respect
to the business and financial condition of Clarus and have satisfied
ourselves that we are fully familiar with them, including recent
developments involving the proposed sale of substantially all of
Clarus' operating assets; and potential acquisition of one or more
Businesses which may increase the value of Clarus' stock in the future;
and
(iv) We are prepared to sell the Shares in the open market subject to market
risks and limitations.
Additionally, Xxxxxx X. Xxxxxxx acknowledges that:
(i) I have not and will not convey material non-public information
regarding the Clarus Corporation to Deutsche and/or its affiliates and
subsidiaries or any Deutsche employees; and
(ii) I am not aware of anyone that intend or has conveyed material
non-public information regarding the Clarus Corporation to Deutsche
and/or its affiliates and subsidiaries or any Deutsche employees.
Upon consummation of the sale, we mutually acknowledge that we shall each pay to
the firm of Xxxxxxxx & Co. the sum of $.02 per Share in cash as commission for
arranging this transaction.
Kindly confirm your acceptance and agreement by signing this letter in the space
provided.
Very truly yours, Xxxxxx and Accepted by:
Deutsche Asset Management
By: /s/ Xxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------- ---------------------
Name: Xxx Xxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Portfolio Manager Date: October 28, 2002
