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<SEC-DOCUMENT>0000950136-02-001361.txt : 20020506
<SEC-HEADER>0000950136-02-001361.hdr.sgml : 20020506
ACCESSION NUMBER:		0000950136-02-001361
CONFORMED SUBMISSION TYPE:	DEFN14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20020424
FILED AS OF DATE:		20020506

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:		DEFN14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24277
		FILM NUMBER:		02634413

	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:		DEFN14A

	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>DEFN14A
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>DEFINITIVE PROXY STATEMENT
<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. )

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

Check the appropriate box:

[ ] Preliminary Proxy Statement

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

[X] 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.


<PAGE>

[ ] 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 6, 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 failed to stem these losses. 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. Management has
imposed conditions on our requested meetings which have frustrated our ability
to meet with them and attempt to work together to enhance 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>

                       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 May 6, 2002. This proxy statement and
the enclosed GREEN proxy card are first being sent or given to stockholders of
Clarus on or about May 6, 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.

                                  * * * * * * *

     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.


                                       1
<PAGE>

     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?

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.

                                       2

<PAGE>

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. We have requested a meeting with
     Clarus' Board to discuss these concerns and explore alternatives to improve
     the value of the Company. Management has imposed conditions on our
     requested meetings which have frustrated our ability to meet with them and
     attempt to work together to enhance stockholder value. 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 DO WE INTEND TO DO TO RESPOND TO THE CLARUS' SHARE PRICE AND FINANCIAL
     PERFORMANCE?

A:   While we have not been involved in the day-to-day operations of technology
     companies, our election to the Board will add to the Board persons who we
     believe have the economic and financial expertise and business acumen
     necessary to develop and implement strategic alternatives. Additionally, we
     have been directors of Armor Holdings, Inc. since 1996, which has computer
     forensic and software security operations as well as electronic systems
     integration. Mr. Kanders is also a director of Avocet European Technology
     Fund Limited, a privately held investment company which invests in European
     public technology companies. 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 or legal community,
     persons who we believe 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. For example, on April 24, 2002,
     following our earlier correspondence to Clarus' Board and the filings of
     our Schedule 13D and preliminary proxy statement with

                                       3

<PAGE>

     the Securities and Exchange Commission, Clarus' Board announced that it has
     determined to retain a financial advisor to explore strategic alternatives
     and to explore other actions in order to enhance stockholder value. 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 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.

                                       4

<PAGE>

                        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-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 are partly
responsible for this performance. Management and the Board have imposed
conditions which we have found unacceptable to a meeting 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

                                       5

<PAGE>

          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
          $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 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

                                       6

<PAGE>

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 who
we believe are capable of developing and implementing strategic alternatives.
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:


                                       7
<PAGE>

     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. 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

                                       8

<PAGE>

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 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


                                       9

<PAGE>

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 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 15,579,642 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



                                       10
<PAGE>

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 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 May 6, 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.



                                       11
<PAGE>

     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 expenditures for printing,
postage, legal and related expenses and are expected to be approximately
$500,000. To date, we have expended approximately $150,000 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 OF
                                            NUMBER OF SHARES OF        SHARES SUBJECT TO          COMMON
                 NAME                           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:

# of Shares                Date                               Average Cost
- -----------                ----                               ------------
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

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.)

# of Shares                Date                               Average Cost
- -----------                ----                               ------------
  4,250                 April 5, 2002                             $4.06
  5,750                 April 8, 2002                             $4.06
 11,500                April 15, 2002                             $4.60

         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 6, 2002

                                                   Sincerely,

                                                   Your Fellow Stockholders:

                                                   WARREN B. KANDERS

                                                   BURTT R. EHRLICH

                                                   NICHOLAS SOKOLOW


                                       15
<PAGE>



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)




                                       16
<PAGE>


<TABLE>
<CAPTION>
THE KANDERS GROUP RECOMMENDS A VOTE "FOR" PROPOSALS ONE AND TWO.

<S>                                                                        <C>
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.
</TABLE>


                                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-----
