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<SEC-DOCUMENT>0000950136-02-001342.txt : 20020503
<SEC-HEADER>0000950136-02-001342.hdr.sgml : 20020503
ACCESSION NUMBER:		0000950136-02-001342
CONFORMED SUBMISSION TYPE:	PREN14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20020521
FILED AS OF DATE:		20020503

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CLARUS CORP
		CENTRAL INDEX KEY:			0000913277
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				581972600
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		PREN14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24277
		FILM NUMBER:		02633154

	BUSINESS ADDRESS:	
		STREET 1:		3970 JOHNS CREEK CT
		STREET 2:		STE 100
		CITY:			SUWANEE
		STATE:			GA
		ZIP:			30024
		BUSINESS PHONE:		7702913900

	MAIL ADDRESS:	
		STREET 1:		3970 JOHNS CREEK CT
		STREET 2:		STE 100
		CITY:			SUWANEE
		STATE:			GA
		ZIP:			30024

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SQL FINANCIALS INTERNATIONAL INC /DE/
		DATE OF NAME CHANGE:	19980911

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KANDERS WARREN B
		CENTRAL INDEX KEY:			0000935577
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		PREN14A

	BUSINESS ADDRESS:	
		STREET 1:		C/O THE LANGER BIOMEDICS GROUP INC
		STREET 2:		450 COMMACK RD
		CITY:			DEER PARK
		STATE:			NY
		ZIP:			11729
		BUSINESS PHONE:		2035529600

	MAIL ADDRESS:	
		STREET 1:		C/O THE LANGER BIOMEDICS GROUP INC
		STREET 2:		450 COMMACK RD
		CITY:			DEER PARK
		STATE:			NY
		ZIP:			11729
</SEC-HEADER>
<DOCUMENT>
<TYPE>PREN14A
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>AMENDMENT NO. 1 TO SCHEDULE 14A
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 14A


                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 1)



Filed by the Registrant [  ]     Filed by a Party other than the Registrant  [X]

Check the appropriate box:

[X]      Preliminary Proxy Statement

[ ]      Confidential, For Use of the Commission Only (as permitted by
         Rule 14a-6(e)(2))

[ ]      Definitive Proxy Statement


[ ]      Definitive Additional Materials

[ ]      Soliciting Material Pursuant to Rule 14a-12

                               CLARUS CORPORATION
                (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                WARREN B. KANDERS
                                BURTT R. EHRLICH
                                NICHOLAS SOKOLOW
    (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of filing fee (Check the appropriate box):

[X]      No fee required.

[ ]      Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
         and 0-11.

     (1) Title of each class of securities to which transaction applies:

     (2) Aggregate number of securities to which transaction applies:

     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined):

     (4) Proposed maximum aggregate value of transaction:

     (5) Total fee paid:

[ ]      Fee paid previously with preliminary materials.

[ ]      Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

     (1) Amount previously paid:

     (2) Form, Schedule or Registration Statement No.:

     (3) Filing Party:

     (4) Date Filed:


<PAGE>



                                WARREN B. KANDERS
                                BURTT R. EHRLICH
                                NICHOLAS SOKOLOW
                           c/o Kanders & Company, Inc.
                               Two Soundview Drive
                               Greenwich, CT 06830


                                   May 3, 2002


To Stockholders of Clarus Corporation

Dear Fellow Stockholders:

         As you may know, we beneficially own an aggregate of approximately 5.5%
of Clarus Corporation's outstanding common stock and collectively are one of
Clarus' largest stockholders. We are writing to urge you to assist in our effort
to appoint qualified independent directors to Clarus' Board of Directors who
will work to enhance stockholder value. Toward that end, we have prepared the
enclosed Proxy Statement and Proxy.

         As you are probably aware, the market price of your shares has fallen
by over 95% from $136 on March 10, 2000 to $4.25 per share on April 11, 2002,
the last full trading day before Clarus announced that we were seeking to
nominate three independent directors. For the fiscal year ended December 31,
2001, Clarus reported its third consecutive decrease in annual revenues.
Revenues for 2001 fell by approximately 50% from Clarus revenues during the
prior year. Clarus' net loss during 2001 was $119.8 million, approximately 70%
more than its net loss during the prior year. During the past two years, the
Company has lost more than $190 million while the existing Board has sat
passively by. We have written to Clarus' management and Board of Directors to
express our disappointment and concerns regarding Clarus' financial condition
and declining performance.

         We have requested a meeting with Clarus' Board to discuss these
concerns and explore alternatives to improve the value of the Company. Their
response - Go away!

         Management has refused to meet with us to discuss our proposals for
reversing Clarus' dismal performance and improving stockholder value.

         We believe it is time for a change. We are therefore proposing three
independent directors to Clarus' Board of Directors. These directors will
represent the interest of all stockholders, not just management who,
collectively with the incumbent Board of Directors, own only 3.1% of the
outstanding common stock. Our nominees will seek to enhance stockholder value by
exploring all available options, including a sale of all or part of Clarus.

         We urge you to read the Proxy Statement carefully, as it contains more
detailed information about our views and how, we believe, our nominees can
enhance stockholder value.

<PAGE>

         VOTE TO PROTECT YOUR INVESTMENT. VOTE FOR THE ELECTION OF WARREN B.
KANDERS, BURTT R. EHRLICH AND NICHOLAS SOKOLOW BY SIGNING THE ENCLOSED GREEN
PROXY AND RETURNING IT TO MACKENZIE PARTNERS IN THE SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE PROVIDED.

         If you have any questions, please feel free to call MacKenzie Partners
at 800-322-2885 or collect at 212-929-5500.

         Thank you for your support.

                                                 Very truly yours,


                                                 /s/ Warren B. Kanders
                                                 /s/ Burtt R. Ehrlich
                                                 /s/ Nicholas Sokolow

<PAGE>



                                                               PRELIMINARY COPY.
                                               SUBJECT TO COMPLETION MAY 3, 2002


                        ANNUAL MEETING OF STOCKHOLDERS OF
                               CLARUS CORPORATION
                                  MAY 21, 2002


                                  -------------

                               PROXY STATEMENT OF

                                WARREN B. KANDERS
                                BURTT R. EHRLICH
                                NICHOLAS SOKOLOW

                                  -------------


         This proxy statement and the enclosed GREEN proxy card are being
furnished to you, the stockholders of Clarus Corporation ("Clarus" or the
"Company"), in connection with the solicitation of proxies by Warren B. Kanders,
Burtt R. Ehrlich and Nicholas Sokolow (the "Kanders Group"). The proxies will be
used to vote your shares of common stock of Clarus at the 2002 annual meeting of
stockholders of Clarus to be held on May 21, 2002, and at any adjournments,
postponements or reschedulings thereof (the "2002 Annual Meeting").


         The date of this proxy statement is ________, 2002. This proxy
statement and the enclosed GREEN proxy card are first being sent or given to
stockholders of Clarus on or about ________, 2002.

         The Kanders Group is soliciting proxies to take the following actions
at the 2002 Annual Meeting:

         (1)  to elect Warren B. Kanders, Burtt R. Ehrlich and Nicholas Sokolow
              to the Board of Directors of Clarus (the "Board"), each to serve
              until the 2005 annual meeting of stockholders and until their
              respective successors are duly elected and qualified; and

         (2)  to transact any other business that is properly brought before the
              2002 Annual Meeting.


         The 2002 Annual Meeting is scheduled to be held on Tuesday, May 21,
2002 at Hilton Gardens Inn, 4025 Windward Plaza, Alpharetta, Georgia 30005 at
9:00 a.m., local time. Clarus has set April 19, 2002 as the record date for
determining stockholders entitled to notice of and to vote at the 2002 Annual
Meeting.



                                  * * * * * * *



                                       1
<PAGE>

         A PROXY MAY BE GIVEN BY ANY PERSON WHO HELD SHARES OF CLARUS COMMON
STOCK ON APRIL 19, 2002, THE RECORD DATE FOR THE 2002 ANNUAL MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND THE 2002 ANNUAL MEETING, YOU ARE URGED TO SIGN AND DATE
THE ENCLOSED GREEN PROXY CARD AND RETURN IT IN THE POSTAGE-PAID ENVELOPE
PROVIDED.

         YOUR LATEST-DATED PROXY IS THE ONLY ONE THAT COUNTS, SO YOU MAY SIGN
AND RETURN THE GREEN PROXY CARD EVEN IF YOU HAVE ALREADY DELIVERED A DIFFERENT
PROXY. WE URGE YOU NOT TO RETURN ANY PROXY SENT TO YOU BY CLARUS.

                                  * * * * * * *

               THIS PROXY STATEMENT IS SUBMITTED IN OPPOSITION TO
                      MANAGEMENT'S NOMINEES TO THE BOARD OF
                     DIRECTORS AND IN FAVOR OF THE NOMINEES
                         SUBMITTED BY THE KANDERS GROUP.

                                  INTRODUCTION

         At the 2002 Annual Meeting, three persons will be elected as directors
of Clarus. Under Clarus' bylaws, the Board is divided into three classes. Each
person elected as a director of the class whose term expires at this annual
meeting is elected to hold office until the third annual meeting following this
election and until his respective successor shall have been duly elected and
qualified.

         We have provided written notice to the secretary of Clarus of our
intent to nominate Warren B. Kanders, Burtt R. Ehrlich and Nicholas Sokolow for
election to the Board at the 2002 Annual Meeting, and are soliciting your proxy
in support of their election. We believe our nominees are highly qualified
individuals based on their extensive business and professional experience. If a
quorum is present at the 2002 Annual Meeting, our proposal to elect our nominees
will pass if we receive the affirmative vote of a plurality of the votes cast.


         YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL YOUR GREEN PROXY
CARD IN THE SELF-ADDRESSED, STAMPED ENVELOPE PROVIDED AT YOUR EARLIEST
CONVENIENCE.


         If you have any questions concerning this proxy statement or need help
voting your shares, please call or e-mail:

                            MacKenzie Partners, Inc.
                             Toll Free 800-322-2885
                           proxy@mackenziepartners.com

          QUESTIONS AND ANSWERS ABOUT THIS PROXY SOLICITATION

Q:        WHO IS SOLICITING YOUR PROXY?



                                       2

<PAGE>


A:       Warren B. Kanders, Burtt R. Ehrlich and Nicholas Sokolow. As of the
         date of this proxy statement, we beneficially own approximately 866,100
         shares of Clarus' common stock, representing approximately 5.56% of the
         outstanding shares.


Q:       WHY SHOULD YOU SIGN OUR PROXY?

A:       Collectively we are one of Clarus' largest stockholders. We are
         dissatisfied with Clarus' share price performance and the failure of
         management to develop and implement a clear strategy to enhance
         stockholder value as more fully described below. Management and the
         Board have refused to meet with our representatives to even discuss our
         program for increasing the value of Clarus to its stockholders. We
         therefore are engaging in this proxy contest to implement our vision
         for Clarus so that we may protect the value of our and your investment
         in Clarus. For more information regarding our concerns and vision for
         Clarus, see "Reasons For This Proxy Statement" beginning on page 5.

Q:       WHAT WILL WE DO TO RESPOND TO CLARUS' DISMAL PERFORMANCE?


A:       Our election to the Board will add to the Board persons with
         substantial economic and financial expertise and business acumen who
         are capable of developing and implementing strategic alternatives and
         who have a record of building stockholder value. Our goal is to cause
         Clarus to retain a recognized investment banking firm to evaluate
         strategic alternatives designed to maximize stockholder value,
         including, but not limited to, the potential sale of Clarus' software
         technology and redeployment of Clarus' capital, including cash, for use
         with respect to possible acquisitions that would be income positive
         enabling Clarus to utilize its cumulative net operating loss, which was
         $98.7 million as of December 31, 2001. Our goal is also to cause Clarus
         to drastically reduce its burn rate (i.e. the amount of money Clarus
         consumes during any period) pending Board review and implementation of
         strategic alternatives. However, as only three of seven members of the
         Board, we can provide no assurance that our nominees, if elected, will
         be able to achieve these goals. For more information regarding the
         qualifications of our nominees see "The Proposals" below.


Q:       WHO ARE OUR NOMINEES?


A:       Our nominees are Warren B. Kanders, Burtt R. Ehrlich and Nicholas
         Sokolow, all of whom are well-respected members of the business and
         legal community, persons with substantial economic and financial
         expertise and business acumen, and who are capable of implementing
         strategic alternatives to enhance long-term stockholder value. Our
         nominees are committed to enhance stockholder value, unlike Clarus
         current Board who, in our opinion, have not been similarly committed.
         We have no reason to believe that any of our nominees will be
         disqualified or unable or unwilling to serve if elected. However, if
         any of our nominees are unable to serve or for good cause will not
         serve, proxies may be



                                       3

<PAGE>

         voted for another person nominated by us. For more information
         regarding the qualifications of our nominees see "The Proposals" below.


Q:       WHO CAN VOTE AT THE 2002 ANNUAL MEETING?


A:       If you owned Clarus common stock on April 19, 2002 (the " Record
         Date"), you have the right to vote at the 2002 Annual Meeting.
         According to Clarus' proxy statement, as of the close of business on
         the Record Date, there were 15,579,642 shares of common stock of Clarus
         issued and outstanding and entitled to vote. Stockholders have one vote
         for each share of common stock they own with respect to all matters to
         be considered at the 2002 Annual Meeting.


Q:       HOW MANY SHARES MUST BE VOTED IN FAVOR OF OUR NOMINEES TO ELECT THEM TO
         THE BOARD?

A:       Assuming that a quorum, defined by Clarus' bylaws as holders of a
         majority of the issued and outstanding shares of Clarus' capital stock
         outstanding and entitled to vote, is present in person or by proxy at
         the 2002 Annual Meeting, our proposal to elect Messrs. Kanders, Ehrlich
         and Sokolow can be adopted by a plurality of the votes cast in favor of
         their election.

Q:       WHAT SHOULD YOU DO TO VOTE IN FAVOR OF THE KANDERS GROUP'S PROPOSALS?


A:       Sign, date and return the enclosed GREEN Proxy Card in the envelope
         provided at your earliest convenience. For more information on how to
         vote your shares, please see "Voting Procedures" beginning on page 10.


Q:       DO YOU HAVE APPRAISAL RIGHTS?

A:       You do not have dissenters' rights of appraisal as a result of this
         solicitation or the adoption of any of the proposals included in this
         proxy statement.

Q:       WHO DO YOU CALL IF YOU HAVE QUESTIONS ABOUT THIS SOLICITATION?

A:       Please call MacKenzie Partners toll free at 800-322-2885 or collect at
         212-929-5500.

                        REASONS FOR THIS PROXY STATEMENT


         The principal objective of this proxy solicitation is to seek a
sufficient number of votes to elect our nominees to the Board of Directors of
Clarus. We have reviewed Clarus' history and performance over the past two
years, including (i) Clarus' 55% cumulative decrease in revenues and aggregate
net losses in excess of $190 million over this period, as reported in Clarus'
annual report on Form 10-K and (ii) Clarus' write-



                                       4

<PAGE>

down during 2001 of over $35 million of intangible assets it acquired during
2000, as reported in Clarus' annual report on Form 10-K. We believe that the
current directors and officers have failed to perform responsibly and
effectively. Management and the Board have refused to meet with our
representatives to discuss our program for increasing the value of Clarus to its
stockholders. We therefore are engaging in this proxy solicitation to implement
our vision for Clarus so that we may enhance the value of our and your
investment in Clarus.


         Our concerns include the following:

         1.       There is no sign of improved traction of the Company's
                  software technology in the marketplace. The Company's revenues
                  have drastically decreased over the past few years. Revenues
                  during 2001 decreased by $17 million or 50.1%, from the prior
                  year, the third consecutive annual decrease. Net loss results
                  have been similarly dismal. Clarus' net loss during 2001
                  increased to $119.8 million compared to $70.6 million in 2000,
                  for a cumulative loss of $190.4 million for the two year
                  period.

         2.       Stockholders have lost a substantial majority of their value
                  over the past few years. The closing price of Clarus' common
                  stock of $4.25 on April 11, 2002, the last full trading day
                  before Clarus announced that we intend to nominate three
                  independent directors, is less than four percent of its peak
                  closing price of $136.00 per share, which it reached on March
                  10, 2000. While a portion of this decline may reflect market
                  trend, we believe that much of this decline is attributable to
                  the failure of current management to effectively manage the
                  business of the Company.


         3.       We believe that the Company's lagging stock value makes it
                  difficult for the Company to attract and retain qualified
                  management and employees. Clarus' response to its lagging
                  stock value has been to reprice 564,226 of its outstanding
                  stock options to an exercise price equal to either $3.49 or
                  $4.10 per share. These actions add insult to injury to Clarus'
                  stockholders, who do not have the luxury of "repricing" their
                  investment in Clarus. The Company has experienced high
                  turnover of senior management, including the loss of the
                  Company's Executive Vice President and Chief Strategy Officer
                  in the face of an extremely challenging sales environment.


         4.       The Company's current cash burn rate remains high at
                  approximately $4 million a quarter. Management recently
                  withdrew its forecast of being cash flow positive in fiscal
                  year 2002. As a result, Clarus' cash position continues to
                  erode at an accelerated pace.





         5.       Despite Clarus' declining revenues and losses exceeding $190
                  million during the past two years as reported in Clarus'
                  audited financial statements, Clarus reported in its proxy
                  statement that it granted significant bonuses to its senior
                  management, including bonuses of




                                       5

<PAGE>

                  $82,994 and $146,875 to Stephen P. Jeffery, Clarus' Chairman,
                  Chief Executive Officer and President, during 2001 and 2000,
                  respectively. According to Clarus' proxy, Mr. Jeffery receives
                  an incentive bonus if certain revenue and earnings targets are
                  met.

         6.       Management has been unable, and is now apparently unwilling,
                  to address these problems.

         We are dismayed by management's lack of success in responding to these
issues. While a portion of the decline may reflect market trend, we believe that
much of this decline is attributable to the failure of current management to
effectively manage the business of the Company. We believe this restricts
Clarus' ability to motivate and build wealth for employees, thereby reducing its
ability to attract and retain high caliber talent. As a result, Clarus is in a
downward spiral with no vision and no reasonable expectation that Clarus'
financial performance and stock price will improve.


         We believe that it is imperative that Clarus address these issues
promptly. From December 31, 2000 until December 31, 2001, management's failure
to fix Clarus' problems has eroded almost 50% of stockholders' equity. Clarus'
book value per share on December 31, 2001 was approximately $9.33 compared to
$17.18 on December 31, 2000. Unless stockholders act now and force management to
address these issues, stockholders may soon lose all remaining stockholder
equity.

         Our concerns are apparently shared by other participants in the market.
At April 11, 2002 the Company's common stock was valued at only approximately
46% of its book value per share and at approximately 55% of its cash and
marketable securities (which according to the Clarus' financial statements
consist solely of short term securities) per share as of December 31, 2001.
Indeed, this value is also less than the total cash and marketable securities
held by Clarus at December 31, 2001, less Clarus' total liabilities.
Essentially, the market attributes a negative value to Clarus as a going
concern. The market too has apparently lost all confidence it may have
previously had in Clarus' management, when it valued Clarus' common stock at
$136 per share on March 10, 2000.


         A February 14, 2002 report by Matt Davies from JP Morgan H&Q issued
following management's earnings conference call relating to the fourth quarter
of 2001, despite what it acknowledged as an "inexpensive valuation" (equal at
that time to 2.8 times its revenue estimates), maintained only a "Market
Performer" rating on the Company. We believe this reflects the investment
community's lack of faith in management's ability to improve Clarus' financial
performance in the near term. We have not obtained the consent of Matt Davies or
JP Morgan Chase to reference their report in this proxy statement. We did not
pay, directly or indirectly, for the preparation of this report, nor have we
made, and we will not make, any payment or give any other consideration in
connection with the reference to this report in this proxy statement.


         The election of our nominees to the Board will add to the Board persons
with substantial economic and financial expertise and business acumen who are
not only



                                       6

<PAGE>

capable of developing and implementing strategic alternatives, but who have a
clear record of repeatedly building stockholder value. For more information
regarding the qualifications of our nominees see "The Proposals" below.


         We began to invest in Clarus in February of 2002 because we believed we
recognized significant opportunities for creating long-term stockholder value
by, among other things, redeploying Clarus' assets in a manner which effectively
utilizes its cash reserves for use with respect to possible acquisitions that
would be income positive enabling Clarus to utilize its accumulated net
operating losses which are currently being wasted. We are soliciting your proxy
because management has rebuffed our attempts to discuss and address these issues
together with management. We intend to cause Clarus to retain a recognized
investment banking firm to evaluate strategic alternatives designed to maximize
stockholder value, including the potential sale of Clarus' software technology
and redeployment of Clarus' capital, including cash and net operating loss. We
also intend to cause Clarus to drastically reduce its burn rate pending Board
review and implementation of strategic alternatives. While we intend to consider
and evaluate all potential options, including a sale of the Company if
appropriate, we are not short term speculators, as we have been accused by
Clarus' management in their recent press release. We have a lengthy history of
making long-term investments in companies and building long-term stockholder
value. Additionally, our nominees combined hold in excess of five percent of the
outstanding common stock of the Company and therefore have significant financial
incentives to prevent further erosion of stockholder value. However, as only
three of seven members of the Board, we can provide no assurance that our
nominees, if elected, will be able to turn around the business of the Company or
otherwise implement our ideas to enhance stockholder value.


                                  THE PROPOSALS

         WE ARE SOLICITING YOUR PROXY IN FAVOR OF ELECTING WARREN B. KANDERS,
BURTT R. EHRLICH AND NICHOLAS SOKOLOW TO CLARUS' BOARD OF DIRECTORS IN
OPPOSITION TO CLARUS' BOARD OF DIRECTORS.

         According to publicly available information, Clarus currently has seven
directors, divided into three classes having staggered terms of three years
each. The terms of one class of incumbent directors, consisting of Mark A.
Johnson, Brady L. Rackley, III and Todd Hewlin, will expire at the 2002 Annual
Meeting. Accordingly, at the 2002 Annual Meeting, you will be asked to elect
three persons to fill the directorships in this class for a three-year term
continuing until the 2005 annual meeting and the election and qualification of
each person's respective successor. The following persons are our nominees for
election as directors in such class:

         Warren B. Kanders is 44 years old and an independent investor and
financial consultant. Mr. Kanders has served as the Chairman of the Board of
Armor Holdings, Inc. (NYSE) since January 1996. He also serves as a director on
the Board of several investment companies including Avocet European Technology
Fund Limited, a privately held investment company focused on public technology
investments in the EU market.



                                       7

<PAGE>

From October 1992 to May 1996, he served as Vice Chairman of the Board of Benson
Eyecare Corporation (NYSE). Mr. Kanders also serves as a trustee, member of the
Executive Committee and Vice Chairman of the Investment Committee of Choate
Rosemary Hall Foundation Inc., a charitable foundation with endowment assets
exceeding $175 million. Mr. Kanders' address is c/o Kanders & Company, Inc., Two
Soundview Drive, Greenwich, Connecticut 06830.

         Mr. Kanders has a solid record of building long-term stockholder value.
He invested in Armor Holdings, Inc., formerly known as American Body Armor &
Equipment, Inc., in January 1996 at an average price of $0.71 per share. Mr.
Kanders responsibility as Chairman of the Board of Armor Holdings was to plan
and oversee execution of the growth of Armor Holdings from approximately $12
million in revenues in 1995 to approximately $292 million in revenues during
2001. In December, 2001, Armor Holdings completed an underwritten public
offering led by Merrill Lynch & Co., Bear Stearns & Co. Inc. and Wachovia
Securities during very difficult economic times in connection with which Armor
and certain selling stockholders raised in excess of $150 million. On April 22,
2002 the closing price of the shares of Armor Holdings common stock on the New
York Stock Exchange was $26.63 per share, representing average annual returns of
approximately 222% to Armor's stockholders over the period of Mr. Kanders'
involvement. Mr. Kanders, together with other investors, invested in Benson
Eyecare Corporation in October 1992 at an average cost of $0.375 per share. In
his role as Vice Chairman of the Board, Mr. Kanders oversaw Benson's growth from
approximately $16 million in revenues during 1992 to over $300 million in 1995.
Mr. Kanders' investment group sold shares of Benson in early 1995 at an average
price of $8.08 per share and in the summer of 1995 at $10.125 per share,
representing annual returns of approximately 240% and 245% respectively, over
the three year period


         Burtt R. Ehrlich is 62 years old and an independent investor. Mr.
Ehrlich has served as a director of Armor Holdings, Inc. since January 1996. He
also served as Chairman of the Board of Langer, Inc. (NASDAQ) since February
2001, and served as Chairman and Chief Operating Officer of Ehrlich Bober
Financial Corp. (the predecessor of Benson Eyecare Corporation) from December
1986 until October 1992 and as a director of Benson Eyecare Corporation from
October 1992 until November 1995. Under Mr. Ehrlich's guidance, the value of
Langer, Inc.'s common stock rose from $3.25 on February 12, 2001, the day prior
to Mr. Erhlich's appointment as Chairman of the Board, to $8.149 on May 2, 2002,
a total return of approximately 150% in a little bit more than a one year
period. Under Mr. Ehrlich's management, Ehrlich Bober became one of the largest
underwriters of municipal bonds. Mr. Ehrlich is also a director of the Close
Brothers Channel Islands group of investment funds. He is a former Treasurer and
Trustee of the Carnegie Council on Ethics and International Affairs, and a
former Trustee of the Buckingham Browne and Nichols School. Mr. Ehrlich's
address is Two Soundview Drive, 3rd Floor, Greenwich, CT 06830.


         Nicholas Sokolow is 52 years old and a practicing attorney. Mr. Sokolow
has served as a director of Armor Holdings, Inc. since January 1996. Since 1994
he has been a partner in the law firm of Sokolow, Dunaud, Mercadier & Carreras,
and from June 1973



                                       8

<PAGE>

until October 1994, Mr. Sokolow was an associate and partner in the law firm of
Coudert Brothers. Mr. Sokolow was a director of Rexel, Inc., a New York Stock
Exchange listed company, formerly known as Willcox & Gibbs, until it was
acquired in 1997. Prior to its acquisition, Rexel had annual revenues in excess
of $1 billion. Mr. Sokolow's address is c/o Sokolow, Dunaud, Mercadier &
Carreras, 55 Avenue Kleber, Paris 75016 France.

         Each of the nominees has consented to serve as a director until the
expiration of his respective term and until such nominee's successor has been
elected and qualified or until the earlier resignation or removal of such
nominee. We have no reason to believe that any of the nominees named above will
be disqualified or unable or unwilling to serve if elected. However, if any of
the nominees is unable to serve or for good cause will not serve, proxies may be
voted for another person nominated by the Kanders Group to fill the vacancy.

                       WE STRONGLY RECOMMEND THAT YOU VOTE
                       "FOR" THE ELECTION OF OUR NOMINEES

                         OTHER MATTERS TO BE CONSIDERED
                           AT THE 2002 ANNUAL MEETING

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS


         As set forth in Clarus' Proxy Statement, at the 2002 Annual Meeting,
Clarus stockholders will be asked to ratify the appointment by Clarus' Board of
KPMG LLP as Clarus' independent auditors for the fiscal year ending December 31,
2002. We recommend that you vote for this proposal.


OTHER PROPOSALS

         In addition to our proposal, Clarus has reported in its proxy statement
that it received a notice from NightWatch Capital Partners, LLC ("NightWatch"),
the holder of an aggregate of approximately 145,000 shares of Clarus' common
stock, stating that it intended to nominate David R. Bradford, John F. Nemelka
and Jeffrey H. Singer for election to Clarus' Board of Directors. We have been
advised by NightWatch that they would not nominate their slate of directors if
we proceed with our proposal to nominate Messrs. Kanders, Ehrlich and Sokolow
for election to Clarus' Board of Directors.

         Except as set forth above, we are not aware of any proposals to be
brought before the 2002 Annual Meeting. Should other proposals be brought before
the 2002 Annual Meeting, the persons named as proxies in the enclosed GREEN
proxy card will vote on such matters in their discretion.

                                VOTING PROCEDURES


         In order to ensure that your views on the proposals are heard by Clarus
and your vote represented at the 2002 Annual Meeting, you must sign and date the
enclosed



                                       9

<PAGE>

GREEN Proxy Card and return it to MacKenzie Partners, in the enclosed postage
paid envelope. Execution of the GREEN Proxy Card will not affect your right to
attend the 2002 Annual Meeting and to vote in person if you so desire.


         You are eligible to execute a GREEN Proxy only if you owned Clarus
common stock on April 19, 2002, the Record Date fixed by Clarus' Board for
determining those stockholders who will be entitled to notice of and to vote at
the 2002 Annual Meeting. You will retain the right to execute a proxy card in
connection with this proxy solicitation even if you have sold your shares after
the Record Date. Accordingly, it is important that you vote the shares held by
you on the Record Date, or grant a proxy to vote such shares on the GREEN proxy
card, even if you have sold those shares after the Record Date.

         YOU MAY EXECUTE A GREEN PROXY CARD EVEN IF YOU HAVE PREVIOUSLY EXECUTED
A WHITE PROXY CARD OR ANY OTHER PROXY CARD.

         According to Clarus' proxy statement, as of the close of business on
the Record Date, there were ________ shares of common stock of Clarus issued and
outstanding and entitled to vote. Stockholders will have one vote for each share
of common stock they own with respect to all matters to be considered at the
2002 Annual Meeting.


         According to Clarus' proxy statement, the affirmative vote of a
plurality of Clarus' common stock present in person or represented by proxy and
entitled to vote at the meeting will be required to elect three Directors to
serve as Class I Directors until the 2005 Annual Stockholders' Meeting. This
means that the three nominees receiving the highest number of votes will be
elected. Accordingly, the withholding of authority by a stockholder (including
broker non-votes) will not be counted in computing a plurality and thus will
have no effect on the results of the election of such nominees. In the election
of Directors, you may vote "FOR" all of the nominees or your vote may be
withheld with respect to one or more of the nominees. For the other proposal,
you may vote "FOR," "AGAINST" or "ABSTAIN." If you "ABSTAIN," it has the same
effect as a vote against the proposal.

         According, to Clarus' proxy statement, the affirmative vote of a
majority of Clarus' outstanding common stock present in person or represented by
proxy and entitled to vote at the meeting will be required to ratify the
appointment of KPMG LLP as Clarus' independent auditors for the fiscal year
ending December 31, 2002 and to approve any other proposals considered at the
meeting. Broker non-votes will be counted as shares present for the purpose of
determining if a quorum is present but will not be counted as shares present and
entitled to vote with respect to the matters on which the broker has expressly
not voted. Accordingly, broker non-votes will not affect the outcome of any
matter being voted upon at the meeting. If a stockholder abstains from voting on
a matter, those shares will be counted for the purpose of determining if a
quorum is present and will be counted as a vote against such proposal.


         Any proxy may be revoked at any time prior to the 2002 Annual Meeting
by delivering a written notice of revocation or a later dated proxy for the 2002
Annual



                                       10

<PAGE>

Meeting to MacKenzie Partners or the Secretary of Clarus, or by voting in person
at the 2002 Annual Meeting. ONLY YOUR LATEST DATED PROXY WILL COUNT.

                      VOTE REQUIRED TO APPROVE OUR PROPOSAL

         Based on currently available public information, a quorum will exist at
the 2002 Annual Meeting if holders of a majority of the shares of Clarus common
stock outstanding and entitled to vote at the 2002 Annual Meeting are present in
person or by proxy. If a quorum is present, our proposal to elect our nominees
for directorships will require the affirmative vote of a plurality of the votes
cast. Consequently, only shares that are voted in favor of a particular nominee
will be counted toward such nominee's attaining a plurality of votes.

                       WE STRONGLY RECOMMEND THAT YOU VOTE
                      IN FAVOR OF OUR PROPOSAL DESCRIBED IN
                       THIS PROXY STATEMENT BY SIGNING AND
                         RETURNING THE GREEN PROXY CARD

                          PROXY SOLICITATION; EXPENSES

         This proxy statement and the accompanying GREEN Proxy Card are first
being furnished to stockholders on or about ______, 2002. Executed proxies may
be solicited in person, by mail, advertisement, telephone, telecopier,
telegraph, e-mail or similar means. Solicitation may be made by members of the
Kanders Group and their agents, employees and affiliates, none of whom will
receive additional compensation for such solicitation. Proxies will be solicited
from individuals, brokers, banks, bank nominees and other institutional holders.
We have requested banks, brokerage houses and other custodians, nominees and
fiduciaries to forward all solicitation materials to the beneficial owners of
the shares they hold of record. We will reimburse these record holders for their
reasonable out-of-pocket expenses.


         In addition, we have retained MacKenzie Partners, Inc. to provide
consulting and analytic services in connection with the solicitation of proxies.
Among other things, MacKenzie Partners has agreed to solicit proxies on our
behalf in connection with the 2002 Annual Meeting. We expect that approximately
fifty employees of MacKenzie Partner will solicit security holders on our
behalf. We have agreed to reimburse MacKenzie Partners for its reasonable
expenses and to pay to MacKenzie Partners a $15,000 retainer and a fee to be
mutually agreed upon.

         The entire expense of our proxy solicitation is being borne by the
Kanders Group. In the event that our nominees are elected to Clarus' Board, we
may seek reimbursement of such expenses from Clarus without submitting such
reimbursement to a stockholders vote. Any such reimbursement will be acted upon
by the Board. As only three of seven members of the Board, our nominees, if
elected, will no be able to cause such payment without the concurrence of the
four continuing directors. In addition to the engagement of MacKenzie Partners
described above, costs related to the solicitation of proxies include




                                       11

<PAGE>

expenditures for printing, postage, legal and related expenses and are expected
to be approximately $______. To date, we have expended approximately $__________
in connection with the solicitation of security holders.


                      CERTAIN INTERESTS IN THE PROPOSAL AND
                            THE SECURITIES OF CLARUS

         We have entered into a joint filing agreement pursuant to which we have
agreed to jointly file and update reports required pursuant to Section 13(d) of
the Securities Exchange Act of 1934. Additionally, each of our nominees has
consented in writing to being named a nominee and to serve on Clarus' Board of
Directors if elected. Except as described in this paragraph, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the members of the Kanders Group or their associates with respect to any
securities of Clarus and no such contract, arrangement, understanding or
relationship existed during the past year.

                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                         OWNERS AND MANAGEMENT OF CLARUS


         The following table presents, as of April 19, 2002 the common stock
beneficially owned by all directors and named executive officers of Clarus, each
person known to us as of such date to be the beneficial owner of more than five
percent of the outstanding shares of common stock and the directors and
executive officers of Clarus as a group. The information set forth below, other
than with respect to the Kanders Group, is based solely on information contained
in Clarus' 2002 proxy statement filed with the Securities and Exchange
Commission on April 29, 2002, and we make no representation that such
information is accurate.

         The second column shows separately shares that may be acquired by
exercise of stock options or warrants within 60 days after April 19, 2002.
Shares of common stock that may be acquired by exercise of stock options are
deemed outstanding for purposes of computing the percentage beneficially owned
by the persons holding these options but are not deemed outstanding for purposes
of computing the percentage beneficially owned by any other person.




                                       12
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
                                                                                               PERCENTAGE
                                           NUMBER OF SHARES           SHARES SUBJECT TO       OF COMMON
                 NAME                      OF COMMON STOCK              STOCK OPTION            STOCK
- -------------------------------------------------------------------------------------------------------------
<S>                                        <C>                        <C>                     <C>
Merrill Lynch & Co., Inc.(1)
     World Financial Center,
     North Tower
     250 Vesey Street
     New York, New York 10381              1,979,100                                              12.70%
- -------------------------------------------------------------------------------------------------------------
Ashford Capital Management, Inc.
     P.O. Box 4172
     Wilmington, Delaware 19807            1,199,400                                              7.70%
- -------------------------------------------------------------------------------------------------------------
Taunus Corporation(2)
     31 West 52nd Street
     New York, New York 10019              918,280                                                5.89%
- -------------------------------------------------------------------------------------------------------------
Warren B. Kanders, Burtt R. Ehrlich
and Nicholas Sokolow (3)                   866,100                                                5.56%
- -------------------------------------------------------------------------------------------------------------
Stephen P. Jeffery                         110,910                    300,514                     2.59%
- -------------------------------------------------------------------------------------------------------------
Joseph E. Bibler                           39,000                     45,869                        *
- -------------------------------------------------------------------------------------------------------------
Steven M. Hornyak                          47,816                     120,414                     1.07%
- -------------------------------------------------------------------------------------------------------------
Alan MacLamroc                                                        18,750                        *
- -------------------------------------------------------------------------------------------------------------
James J. McDevitt                          1,375                      34,793                        *
- -------------------------------------------------------------------------------------------------------------
Tench Coxe                                 95,174(4)                  25,000                        *
- -------------------------------------------------------------------------------------------------------------
Todd Hewlin                                10,000                     2,500                         *
- -------------------------------------------------------------------------------------------------------------
Donald L. House                            101,249                    25,000                        *
- -------------------------------------------------------------------------------------------------------------
Mark A. Johnson                            33,075                     36,250                        *
- -------------------------------------------------------------------------------------------------------------
Said Mohammadioun                          47,375                     17,500                        *
- -------------------------------------------------------------------------------------------------------------
Brady L. Rackley, III                                                 21,250                        *
- -------------------------------------------------------------------------------------------------------------
Directors and Named Officers as a
group (11 persons)                         485,974                    647,840                     6.99%
- -------------------------------------------------------------------------------------------------------------
</TABLE>

*        Less than one percent.


(1)      The shares of common stock reported above by Merrill Lynch are
         beneficially owned by Master Small Cap Value Trust and Merrill Lynch
         Investment Managers, L.P., both indirectly owned asset management
         subsidiaries of Merrill Lynch.

(2)      The shares reported by Taunus Corporation include securities owned by
         Bankers' Trust Company. Taunus Corporation is a parent holding company
         for Bankers' Trust Company.

(3)      Warren B. Kanders has sole voting and dispositive power with respect to
         812,250 shares of common stock, Burtt R. Ehrlich has sole voting and
         dispositive power with respect to 10,000 shares of common stock, S.T.
         Investors Fund, LLC has sole voting and dispositive power with respect
         to 31,350 shares of common stock, and Nicholas Sokolow, as the managing
         member of S.T. Investors Fund, LLC, has shared voting and dispositive
         power with respect to the 31,350 shares of common stock held by S.T.
         Investors Fund, LLC. The address of Warren B. Kanders is c/o Kanders &
         Company, Inc., Two Soundview Drive, Greenwich, CT 06830. The address of
         Burtt R. Ehrlich is Two Soundview Drive, Greenwich, CT 06830. The
         address of Nicholas Sokolow is c/o Sokolow, Dunaud, Mercadier &
         Carreras, 55 Avenue Kleber, Paris 75016 France.

(4)      Includes 28,478 shares held individually by Mr. Coxe, 46,929 shares
         held by Sutter Hill Ventures, A California Limited Partnership, 5,596
         shares held by Sutter Hill Entrepreneurs Fund, (AI), L.P., and 14,171
         shares held by Sutter Hill Entrepreneurs Fund (QP), L.P. Mr. Coxe is
         one of seven managing directors of the general partner of each of
         Sutter Hill Ventures, a California Limited Partnership, Sutter Hill
         Entrepreneurs Fund (AI), L.P and Sutter Hill Entrepreneurs Fund (QP),



                                       13
<PAGE>

         L.P. The seven managing directors of the general partners of each of
         the above limited partnerships share voting and investment powers of
         the shares. Mr. Coxe disclaims beneficial interest in these shares
         except to the extent of his pecuniary interest in each limited
         partnership.

         The following is a summary of all transactions in Clarus securities by
the members of the Kanders Group over the last two years.

         Warren B. Kanders:
<TABLE>
<CAPTION>
         # of Shares                Date                           Average Cost
         -----------                ----                           ------------
<S>                                 <C>                            <C>
         699,000                    February 28, 2002              $3.55
         1,500                      March 12, 2002                 $4.06
         23,500                     March 14, 2002                 $4.06
         500                        March 22, 2002                 $4.06
         6,600                      March 25, 2002                 $3.99
         8,600                      March 26, 2002                 $3.96
         9,300                      March 27, 2002                 $3.96
         14,300                     April 2, 2002                  $3.76
         10,700                     April 3, 2002                  $3.91
         700                        April 4, 2002                  $4.01
         2,500                      April 8, 2002                  $4.06
         8,300                      April 9, 2002                  $4.05
         5,400                      April 10, 2002                 $4.06
         21,350                     April 11, 2002                 $4.24
         1,000                      April 19, 2002                 $4.56
</TABLE>


         Burtt R. Ehrlich: (The 11,500 shares purchased on April 15, 2002, were
         purchased by certain trusts for the benefit of Mr. Ehrlich's children.
         Mr. Ehrlich disclaims beneficial ownership of such shares.)



<TABLE>
<CAPTION>
         # of Shares                Date                           Average Cost
         -----------                ----                           ------------
<S>                                 <C>                            <C>
         4,250                      April 5, 2002                  $4.06
         5,750                      April 8, 2002                  $4.06
         11,500                     April 15, 2002                 $4.60
</TABLE>


         Nicholas Sokolow (through ST Investors Fund, LLC, of which Mr. Sokolow
         serves as managing member):

         # of Shares             Date                             Average Cost
         -----------             ----                             ------------
         3,000                   April 4, 2002                    $3.86
         4,250                   April 5, 2002                    $4.06
         2,750                   April 8, 2002                    $4.06
         21,350                  April 11, 2002                   $4.24


               STOCKHOLDERS' PROPOSALS IN CLARUS' PROXY STATEMENT



                                       14
<PAGE>


         In order to be considered for inclusion in Clarus' Proxy Statement and
Proxy to be used in connection with Clarus' 2003 annual meeting of stockholders,
stockholder proposals must be received by the Secretary of Clarus no later than
December 31, 2003. Clarus' bylaws contain procedures that stockholders must
follow in order to present business at an annual or special meeting of
stockholders. In addition to other applicable requirements, for business to be
properly brought before the 2003 annual meeting, a stockholder must give timely
written notice of the matter to be presented at the meeting to Clarus'
Secretary. To be timely, Clarus' Secretary must receive the notice at Clarus'
principal offices not less than 60 nor more than 90 days prior to the
anniversary date of the immediately preceding annual stockholders' meeting. In
the case where an annual meeting is called for a date that is not within 30 days
before or after the anniversary date of the immediately preceding annual meeting
of stockholders, or in the case of a special meeting of stockholders, the
Secretary must receive notice not later than the close of business on the tenth
day following the day on which the notice of the meeting was mailed or public
disclosure of the date of the meeting was made, whichever first occurs.


WE URGE YOU TO SIGN, DATE AND RETURN THE GREEN PROXY CARD IN FAVOR OF THE
ELECTION OF OUR NOMINEES AND THE ADOPTION OF THE PROPOSALS DESCRIBED IN THIS
PROXY STATEMENT.


Dated: May  __, 2002


                                                   Sincerely,

                                                   Your Fellow Stockholders:

                                                   WARREN B. KANDERS

                                                   BURTT R. EHRLICH

                                                   NICHOLAS SOKOLOW



                                       15
<PAGE>


                       PRELIMINARY COPY. SUBJECT TO COMPLETION. APRIL __, 2002.

GREEN PROXY CARD

                               CLARUS CORPORATION


                  PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
                            MAY 21, 2002 AT 9:00 A.M.



       THIS PROXY IS SOLICITED BY WARREN B. KANDERS, BURTT R. EHRLICH AND
                 NICHOLAS SOKOLOW (THE "KANDERS GROUP") AND NOT
                 BY THE BOARD OF DIRECTORS OF CLARUS CORPORATION


         The undersigned stockholder of Clarus Corporation hereby appoints
Warren B. Kanders, Burtt R. Ehrlich, Nicholas Sokolow and Jeffrey S. Tullman,
and each of them, as attorneys and proxies, each with power of substitution and
revocation, to represent the undersigned at the Annual Meeting of Stockholders
of Clarus Corporation to be held on May 21, 2002, and at any adjournment,
postponement or rescheduling thereof, with authority to vote all shares held or
owned by the undersigned.

         THIS PROXY, WHEN PROPERLY EXECUTED, WILL CAUSE YOUR SHARES TO BE VOTED
AS YOU DIRECT. IF YOU RETURN THIS PROXY, PROPERLY EXECUTED, WITHOUT SPECIFYING A
CHOICE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE NOMINEES IDENTIFIED ON THE
REVERSE SIDE AND FOR ITEM TWO.


              (Continued and to be signed on the reverse side)



<PAGE>




THE KANDERS GROUP RECOMMENDS A VOTE "FOR" PROPOSALS ONE AND TWO.


1.     Election of Directors.

       NOMINEES: Warren B. Kanders, Burtt R. Ehrlich and Nicholas Sokolow

       [ ] FOR all nominees.   [ ] WITHHOLD AUTHORITY to vote for all nominees.

       [ ] FOR all nominees, except vote withheld
           from the following nominee(s):

           -----------------------------------------------

           -----------------------------------------------

2. Ratification of the appointment of KPMG LLP as the independent auditors of
   Clarus Corporation for the fiscal year ending December 31, 2002.

     [ ]  FOR       [ ]   AGAINST     [ ]  ABSTAIN

3.     Other Matters.

       IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
       BUSINESS AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENT,
       POSTPONEMENT OR RESCHEDULING THEREOF, AND IS UNKNOWN TO THE PROXIES AND
       THEIR REPRESENTATIVES A REASONABLE TIME BEFORE THE COMMENCEMENT OF THE
       SOLICITATION OF PROXIES.


                                    Date: _______________, 2002



                                    ___________________________________________
                                    Signature (Please sign exactly as your name
                                    appears to the left)

                                    ________________
                                    Additional Signature (if held jointly)



                                    ___________________________________________
                                    Title



          Please sign exactly as your name appears above. When shares are held
          by joint tenants, both should sign. When signing as attorney,
          executor, administrator, trustee or guardian, please give full title
          as such. If a corporation, please sign in full corporate name by
          president or other authorized officer. If a partnership, please sign
          in partnership name by authorized person. The signer hereby revokes
          all proxies previously given by the signer to vote at the 2002 Annual
          Meeting of Stockholders of Clarus Corporation, and any adjournment,
          postponement or rescheduling thereof.





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
