<DOCUMENT>
<TYPE>DEFA14A
<SEQUENCE>1
<FILENAME>ddefa14a.txt
<DESCRIPTION>DEFINITIVE ADDITIONAL MATERIALS
<TEXT>
<PAGE>

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                                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 [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[ ]  Preliminary Proxy Statement

[_]  CONFIDENTIAL, FOR USE OF THE
     COMMISSION ONLY (AS PERMITTED BY
     RULE 14A-6(E)(2))

[_]  Definitive Proxy Statement

[X]  Definitive Additional Materials

[_]  Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

                              CLARUS CORPORATION
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               (Name of Registrant as Specified In Its Charter)


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   (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)(4) and 0-11.


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

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


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

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     (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):

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     (4) Proposed maximum aggregate value of transaction:

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     (5) Total fee paid:

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[_]  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.:

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     (3) Filing Party:

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     (4) Date Filed:

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Notes:






Reg. (S) 240.14a-101.

SEC 1913 (3-99)


<PAGE>

May 9, 2002

Dear Fellow Clarus Stockholder:

     As we approach Clarus' Annual Meeting of Stockholders, we want to thank
those stockholders who have already voted for Clarus' independent nominees, and
encourage those of you who haven't yet voted to do so now.  With the meeting
less than two weeks away, time is short.  We urge you to vote your shares FOR
Clarus' nominees by signing, dating and returning the enclosed WHITE proxy card
today.

                         LET'S SET THE RECORD STRAIGHT

     You may have received letters and proxy materials from a group of dissident
stockholders led by Warren Kanders (the "Dissidents") who are soliciting proxies
for their election as directors at the upcoming annual meeting. The Dissidents
make a number of statements that are misleading and mischaracterize the actions
and intentions of your Board, as well as the financial and performance record of
the Company. Your Board repeatedly expressed its willingness to give the
Dissidents an opportunity to make a presentation to the Board with respect to
their recommendations. In order to have a constructive meeting and to maximize
the use of everyone's time, the Clarus Board requested that the Dissidents
provide information regarding their intentions, plans and proposals prior to the
meeting. The Dissidents never responded to the Board's request and, to date, no
meeting has been held. Contrary to the Dissidents' claims, your Board has placed
no unreasonable conditions on the Dissidents that would prevent them from
meeting with the Board. Yet the Dissidents refuse to share their plans with your
Board - Why?

                   WHAT DON'T THE DISSIDENTS WANT US TO KNOW?

     The Dissidents offer nothing to Clarus' stockholders.  To date, the
Dissidents have not presented Clarus' Board or stockholders with any value-
enhancing proposal.  The Dissidents have only suggested initiatives that were
either ongoing at the Company long before the Dissidents acquired their Clarus
shares or have already been adopted by your Board.

     The Dissidents have no credible plan for Clarus' stockholders. The
Dissidents claim they intend to sell Clarus' assets and "fully" redeploy Clarus'
cash and assets. However, they have not specified in their proxy materials or
letters to stockholders how a sale would be accomplished or why a sale is
desirable. The Dissidents have not disclosed whether they are proposing a sale
to an affiliate of Mr. Kanders, the feasibility of implementing such a sale or
the basis for the Dissidents' belief that a sale can be consummated. Further,
the Dissidents have now revealed that, if elected, they may use the Company's
cash reserves for unspecified purposes, a resource we have worked hard on your
behalf to protect and preserve and which now positions us to pursue the best
strategic alternative on your behalf. Consistent with their evasive behavior and
having no familiarity with our industry, the Dissidents provide no insight into
how they would use the Company's cash or the type of acquisition they would
pursue. We simply ask what are the Dissidents' intentions for your Company? We
believe that this information is necessary to assist you - the true owners
<PAGE>

of Clarus - in your analysis and evaluation. If the Dissidents will not tell you
or your Board their plans for the assets and cash of your Company, how can you
trust them to protect the value of your investment?

     In our view, the Dissidents are SHORT-TERM SPECULATORS who have little
understanding of Clarus and have no interest in creating long-term value for
Clarus' stockholders.  The Dissidents began purchasing their Clarus shares just
two and a half weeks prior to informing the Company that they were seeking
election to the Clarus Board and they bought a substantial majority of their
shares after initiating their efforts to get themselves elected to your Board.
The Dissidents also purchased their Clarus shares at a price near its all-time
low; yet, they attempt to mislead you by using arbitrary and inappropriate
comparisons to the highest historical points in our stock price - high points
that were reached long before the Dissidents became Clarus stockholders.   In
addition, the Dissidents proposed their nominees to the Clarus Board before ever
attempting to speak or meet with any member of Clarus' Board or management team.
These facts raise considerable doubt as to the Dissidents' motives and intent.
Clarus management has consistently made itself available to listen to and
interact with our stockholders.   We strongly believe that the Dissidents are
not interested in building long-term value for all Clarus stockholders; rather,
they are only looking after their own short-term self-serving financial
interests.

   YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU DO NOT SUPPORT THE DISSIDENTS'
NOMINEES OR RETURN ANY GREEN PROXY CARD SENT TO YOU BY THE DISSIDENTS - EVEN AS
                          A PROTEST VOTE AGAINST THEM

                       IT COMES DOWN TO A MATTER OF TRUST

     Continuity of leadership at Clarus is critical to our ability to execute on
our new and ongoing initiatives. This is a critical time for your Company, both
in terms of the current environment in our industry and the current stage of our
strategic planning. During the past six months, in response to the challenges
facing Clarus and the software industry as a whole, your Board and management
team have been pursuing a business plan designed to enhance value for all Clarus
stockholders - and we are beginning to reap the benefits of this plan. We are
close to retaining an investment bank to assist the Company in exploring
strategic alternatives to maximize stockholder value, which we expect to
announce shortly. The Company is in preliminary discussions regarding a
potential value-enhancing strategic transaction. We believe that in order to
maximize value for all of our stockholders, identifying the ideal partner,
understanding our products and market, and depicting the value to potential
buyers will take precisely the expertise of software and industry veterans that
your Board's nominees possess. NOW IS NOT THE TIME FOR A CHANGE IN LEADERSHIP -
we believe electing the Dissidents' hand-picked slate to the Clarus Board would
disrupt, if not destroy, the progress that Clarus has achieved over the past
five quarters and could create a split Board which may be harmful to the value
of your Clarus investment.

     Clarus' independent director nominees are fully committed to the Company's
long-term success and pursuing initiatives to enhance value for all Clarus
stockholders.  Clarus' stockholders deserve a Board that has direct operational
experience in the software industry and a thorough understanding of Clarus'
markets, products and strategies to recognize and maximize Clarus' opportunities
and execute the Company's business strategy, as well as a Board with no hidden
agenda. Your Board strongly believes that its three independent director
nominees for re-election - Todd Hewlin, Mark
<PAGE>

Johnson and Tripp Rackley - are the most qualified to execute on Clarus'
strategy and business plan and lead the Company through the current environment.
Each of the Board's nominees has extensive experience in the technology
industry, including experience advising technology companies through evolving
strategies, including acquisitions and divestitures.  Additionally, six of the
seven members of your current Board, including the three current Clarus
nominees, are independent directors.  We believe that the Dissidents' lack of
experience in the technology industry and their experience in unrelated
industries does not qualify them to serve on your Board of Directors.

                DON'T LET THE DISSIDENTS DERAIL CLARUS' PROGRESS

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ALL CLARUS STOCKHOLDERS VOTE
  FOR YOUR BOARD'S NOMINEES.  PLEASE SIGN, DATE AND RETURN THE ENCLOSED WHITE
                                PROXY CARD TODAY

WE URGE YOU TO DISCARD ANY GREEN PROXY CARD AND ANY OTHER MATERIALS THAT MAY BE
                         SENT TO YOU BY THE DISSIDENTS

                      YOUR VOTE IS EXTREMELY IMPORTANT --
                 NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.

     As always, we will keep you fully informed as events unfold in the coming
weeks.  Thank you for your continued support.

                                           On behalf of your Board of Directors,


                                           Stephen P. Jeffery
                                           Chairman

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If your shares are registered in your own name, please sign, date and mail the
enclosed WHITE Proxy Card to Georgeson Shareholder Communications Inc. in the
enclosed self-addressed, stamped envelope today.

If your shares are held in the name of a brokerage firm, bank nominee or other
institution, please sign, date and mail the enclosed WHITE Proxy Card in the
self-addressed, stamped envelope provided.

After signing the enclosed WHITE Proxy Card do not sign or return any green
proxy card sent to you by the Dissidents.  Remember - only your latest dated
proxy will determine how your shares are to be voted at the meeting.

If you have any questions or need assistance in voting your shares, please
contact our proxy solicitor.

              [LOGO OF GEORGESON SHAREHOLDER COMMUNICATIONS INC.]
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<PAGE>

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                          17 State Street, 10th Floor
                              New York, NY  10004
                        Banks and Brokers (212) 440-9800
                   Stockholders Call Toll Free (866) 219-9662
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This letter contains certain forward-looking statements within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. Information
in this letter includes our beliefs, hopes, expectations, intentions and
strategies relating to our future results, including certain projections
regarding profitability and business trends. Assumptions relating to forward-
looking statements involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond our control. Actual results could differ materially from those projected
in the forward-looking statement as a result of certain risks, including the
risk that we may not achieve the future financial and strategic results
currently anticipated, that we may not enhance stockholder value as currently
anticipated in our business plan or that we may not complete a strategic
transaction with a party with whom we are currently in discussions. We cannot
guarantee our future performance. There can be no assurance that any transaction
will result from our review of strategic alternatives or from our retention of
an investment bank. All forward-looking statements contained in this letter are
based on information available as of the date of this letter and we assume no
obligation to update the forward-looking statements contained herein. When used
in this letter, the words "intend," "believe" and "expect" and similar
expressions are intended to identify forward-looking statements. In light of the
significant uncertainties inherent in the forward looking information included
in this letter, you should not regard the inclusion of such information as our
representation that we will achieve any strategy, objectives or other plans.

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</DOCUMENT>
