<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>LETTER AGREEMENT
<TEXT>
<PAGE>


                    [Letterhead of Deutsche Asset Management]




October 28, 2002

Warren  B. Kanders
Two Soundview Drive
Greenwich, CT 06830

Dear Mr. Kanders:

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, Warren B. Kanders 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, Warren B. Kanders 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 Jeffries & Co. the sum of $.02 per Share in cash as commission for
arranging this transaction.

<PAGE>

Kindly confirm your acceptance and agreement by signing this letter in the space
provided.

Very truly yours,                             Agreed and Accepted by:


Deutsche Asset Management

By: /s/ Bob Grandhi                           By: /s/ Warren B. Kanders
    --------------------------------              ---------------------
Name:   Bob Grandhi                           Name:  Warren B. Kanders
Title:  Portfolio Manager                     Date:  October 28, 2002







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