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<SEC-DOCUMENT>0000950136-04-001340.txt : 20040429
<SEC-HEADER>0000950136-04-001340.hdr.sgml : 20040429
<ACCEPTANCE-DATETIME>20040429152451
ACCESSION NUMBER:		0000950136-04-001340
CONFORMED SUBMISSION TYPE:	10-K/A
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20031231
FILED AS OF DATE:		20040429

FILER:

	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:		10-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24277
		FILM NUMBER:		04764677

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>FORM 10-K/A
<TEXT>
<PAGE>



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

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
           SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                   (Mark One)
              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2003

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

              For the transition period from _________ to _________

                         Commission file number 0-24277

                               CLARUS CORPORATION

             (Exact name of Registrant as specified in its Charter)



                    Delaware                         58-1972600
           (State of Incorporation)      (R.S. Employer Identification No.)


                               One Pickwick Plaza
                          Greenwich, Connecticut 06830
                (Address of principal office, including zip code)

                                 (203) 302-2000
              (Registrant's telephone number, including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

    SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock,
                                par value $.0001

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X]    NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).   [X]

The aggregate market value of the voting stock and non-voting common equity held
by non-affiliates of the Registrant at June 30, 2003 was approximately $86.6
million based on $6.28 per share, the closing price of the common stock as
quoted on the Nasdaq National Market.


                                      -1-
<PAGE>

The number of shares of the Registrant's common stock outstanding at March 1,
2004 was 16,582,426 shares.

                       DOCUMENT INCORPORATED BY REFERENCE

Portions of our Proxy Statement for the 2004 Annual Meeting of Stockholders to
be filed with the Securities and Exchange Commission within 120 days of the
Registrant's 2003 fiscal year end are incorporated by reference into Part III of
this report.

                                EXPLANATORY NOTE

The undersigned registrant hereby amends Item 15(d) of its Annual Report on Form
10-K for the year ended December 31, 2003 to include as Exhibit 99.1, the Annual
Report on Form 11-K for the Clarus Corporation Employee Stock Purchase Plan and
the Clarus Corporation Global Employee Stock Purchase Plan for the year ended
December 31, 2003 (as permitted by Rule 15d-21).



                                     PART IV

ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Financial Statements, Financial Statement Schedules and Exhibits

     (d) Exhibits

     Exhibit
     Number         Exhibit
     ------         -------
     3.1            Amended and Restated Certificate of Incorporation of the
                    Company (Incorporated by reference from Exhibit 3.3 to the
                    Company's Form S-1 Registration Statement (File No. 333-
                    46685)).

     3.2            Amendment to Amended and Restated Certificate of
                    Incorporation (incorporated by reference from Exhibit 9.1 to
                    the Company's 10-Q filed on August 14, 2000).

     3.3            Amendment to Amended and Restated Certificate of
                    Incorporation of the Company (incorporated by reference from
                    Exhibit 3.1 to the Company's Current Report on Form 8-K,
                    filed on July 31, 2003).

     3.4            Amended and Restated Bylaws of the Company (incorporated by
                    reference from Exhibit 3.2 to the Company's Registration
                    Statement on Form S-4 (File No. 333-63535)).

     3.5            Amendment No. 1 to the Amended and Restated Bylaws of the
                    Company. (filed as Exhibit 3.4 to Company's Annual Report on
                    Form 10-K, filed with the Securities and Exchange Commission
                    on March 31, 2003 and incorporated herein by reference).

     4.1            See Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5 for provisions of
                    the Amended and Restated Certificate of Incorporation and
                    Amended and Restated Bylaws of the Company defining rights
                    of the holders of Common Stock of the Company.

     4.2            Specimen Stock Certificate (incorporated by reference from
                    Exhibit 9.1 to Company's Registration Statement on Form S-1
                    (File No. 333-46685)).


     4.3            Restricted Stock Agreement dated as of April 11, 2003
                    between the Company and Warren B. Kanders (incorporated by
                    reference from Exhibit 4.1 to the Company's Form 10-Q filed
                    on May 15, 2003). *

    10.1            Lease Agreement between the Company and Technology
                    Park/Atlanta, Inc. dated July 24, 1998 (incorporated by
                    reference from Exhibit 10.18 to the Company's Form S-4
                    Registration Statement (File No. 333-63535)).

    10.2            Assignment and Assumption of Leases between Technology
                    Park/Atlanta, Inc. and Metropolitan Life Insurance Company
                    dated July 24, 1998 (incorporated by reference from



                                                     -2-
<PAGE>

                    Exhibit 10.18 to the Company's Form S-4 Registration
                    Statement (File No. 333-63535)).

    10.3            Asset Purchase Agreement, dated as of October 17, 2002,
                    between Epicor Software Corporation and the Company
                    (incorporated by reference from Exhibit 2.1 to the Company's
                    Form 8-K filed on October 18, 2002).

    10.4            Bill of Sale and Assumption Agreement, dated as of December
                    6, 2002, between Epicor Software Corporation and the Company
                    (incorporated by reference from Exhibit 2.2 to the Company's
                    (Form 8-K filed on October 18, 2002).

    10.5            Trademark Assignment dated as of December 6, 2002, by the
                    Company in favor of Epicor Software Corporation,
                    (incorporated by reference from Exhibit 2.3 to the Company's
                    Form 8-K filed on October 18, 2002).

    10.6            Patent Assignment, dated as of December 6, 2002, between
                    Epicor Software Corporation and the Company (incorporated by
                    reference from Exhibit 2.4 to the Company's Form 8-K filed
                    on October 18, 2002).

    10.7            Noncompetition Agreement, dated as of December 6, 2002,
                    between Epicor Software Corporation and the Company
                    (incorporated by reference from Exhibit 2.5 to the Company's
                    Form 8-K filed on October 18, 2002).

    10.8            Transition Services Agreement, dated as of December 6, 2002,
                    between Epicor Software Corporation and the Company
                    (incorporated by reference from Exhibit 2.7 to the Company's
                    Form 8-K filed on October 18, 2002).

    10.9            Escrow Agreement, dated as of December 6, 2002, between
                    Epicor Software Corporation, the Company and Branch Bank &
                    Trust Company, Inc. (incorporated by reference from Exhibit
                    2.8 to the Company's Form 8-K filed on October 18, 2002).

    10.10           Form of Indemnification Agreement for Directors and
                    Executive Officers of the Company, (incorporated by
                    reference as Exhibit 10.1 of the Company's Form 8-K filed on
                    December 23, 2002).

    10.11           Employment Agreement, dated as of December 6, 2002, between
                    the Company and Warren B. Kanders (incorporated by reference
                    from Exhibit 10.2 to the Company's Form 8-K filed on
                    December 23, 2002).*

    10.12           Employment Agreement, dated as of December 6, 2002, between
                    the Company and Nigel P. Ekern. (incorporated by reference
                    from Exhibit 10.3 to the Company's Form 8-K filed on
                    December 23, 2002).*

    10.13           Consulting Agreement, dated as of December 6, 2002, between
                    the Company and Stephen P. Jeffery (incorporated by
                    reference from Exhibit 10.4 to the Company's Form 8-K filed
                    on December 23, 2002).*

    10.14           Amended and Restated Stock Incentive Plan (incorporated by
                    reference from Exhibit 10.2 to the Company's Form 10-Q filed
                    on August 14, 2000). *

    10.15           Employee Stock Purchase Plan (incorporated by reference from
                    Exhibit 10.3 to the Company's Form 10-Q filed on August 14,
                    2000). *

    10.16           Global Employee Stock Purchase Plan (incorporated by
                    reference from Exhibit 10.4 to the Company's Form 10-Q filed
                    on August 14, 2000). *

    10.17           Form of Nonqualified Stock Option Agreement (incorporated by
                    reference from Exhibit 10.5 to the Company's Form 10-Q filed
                    on August 14, 2000). *

    10.18           Stock Incentive Plan of Software Architects International,
                    Limited (incorporated by reference from Exhibit 2.2 to the
                    Company's Form 8-K filed on June 13, 2000). *

    10.19           2000 Declaration of Amendment to Software Architects
                    International Limited Stock Incentive



                                      -3-
<PAGE>

                    Plan (incorporated by reference from Exhibit 2.3 to the
                    Company's Form 8-K filed on June 13, 2000). *

    10.20           1992 Stock Option Plan, effective November 22, 1992
                    (incorporated by reference from Exhibit 10.2 to Company's
                    Registration on Form S-1 (File No. 333-46685)). *

    10.21           Amendment to 1992 Stock Option Plan. (incorporated by
                    reference from Exhibit 10.2 to the Company's Form 10-K filed
                    on March 30, 2000). *

    10.22           Lease dated as of September 23, 2003 between Reckson
                    Operating Partnership, L.P., the Company, and Kanders &
                    Company, Inc. (incorporated by reference from Exhibit 10.1
                    to the Company's 10-Q filed on November 12, 2003).

    10.23           Transportation Services Agreement dated as of December 18,
                    2003 between Kanders Aviation, LLC and the Company
                    (incorporated by reference from Exhibit 10.23 to the
                    Company's 10-K filed on March 11, 2004).

    21.1            List of Subsidiaries (incorporated by reference from Exhibit
                    21.1 to the Company's 10-K filed on March 11, 2004).

    23.1            Consent of KPMG LLP (incorporated by reference from Exhibit
                    23.1 to the Company's 10-K filed on March 11, 2004)

    23.2            Consent of KPMG LLP - Clarus Corporation Employee Stock
                    Purchase Plan

    23.3            Consent of KPMG LLP - Global Employee Stock Purchase Plan of
                    Clarus Corporation

    31.1            Certification of Principal Executive Officer, as required by
                    Rule 13a-14(a) of the Securities Exchange Act of 1934.

    31.2            Certification of Principal Financial Officer, as required by
                    Rule 13a-14(a) of the Securities Exchange Act of 1934.

    32.1            Certification of Principal Executive Officer, as required by
                    Rule 13a-14(b) of the Securities Exchange Act of 1934.

    32.2            Certification of Principal Financial Officer, as required by
                    Rule 13a-14(b) of the Securities Exchange Act of 1934

    99.1            Annual Report on Form 11-K for the Clarus Corporation
                    Employee Stock Purchase Plan and the Clarus Corporation
                    Global Employee Stock Purchase Plan for the year ended
                    December 31, 2003


    * Management contract or compensatory plan or arrangement.



                                      -4-
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                               CLARUS CORPORATION


Date:  April 29, 2004
                                       By:  /s/ Nigel P. Ekern
                                           -------------------------------------
                                            Nigel P. Ekern
                                            Chief Administrative Officer




<TABLE>
<CAPTION>
                 Signature                                      Title                                         Date
                 ---------                                      -----                                         ----
<S>                                             <C>                                             <C>
 /s/ Nigel P. Ekern                             Chief Administrative Officer                      April 29, 2004
- ---------------------------------------------   (principal executive officer)                   ------------------------------------
 Nigel P. Ekern


 /s/ Susan Luckfield                            Controller                                        April 29, 2004
- ---------------------------------------------   (principal financial officer)                   ------------------------------------
 Susan Luckfield


 /s/ Warren B. Kanders                          Executive Chairman of the Board of Directors      April  29, 2004
- ---------------------------------------------                                                   ------------------------------------
 Warren B. Kanders


 /s/ Stephen P. Jeffery                         Director                                          April  29, 2004
- ---------------------------------------------                                                   ------------------------------------
 Stephen P. Jeffery


 /s/ Donald L. House                            Director                                          April 29, 2004
- ---------------------------------------------                                                   ------------------------------------
 Donald L. House


 /s/ Tench Coxe                                 Director                                          April  29, 2004
- ---------------------------------------------                                                   ------------------------------------
 Tench Coxe


 /s/ Burtt R. Ehrlich                           Director                                          April  29, 2004
- ---------------------------------------------                                                   ------------------------------------
 Burtt R. Ehrlich


 /s/ Nicholas Sokolow                           Director                                           April  29, 2004
- ---------------------------------------------                                                   ------------------------------------
 Nicholas Sokolow

</TABLE>




                                      -5-
<PAGE>





                                  EXHIBIT INDEX




        Number                  Exhibit
        ------                  -------
          23.2                  Consent of KPMG LLP - Clarus Corporation
                                Employee Stock Purchase Plan.

          23.3                  Consent of KPMG LLP - Global Employee Stock
                                Purchase Plan of Clarus Corporation.

          31.1                  Certification of Principal Executive Officer, as
                                required by Rule 13a-14(a) of the Securities
                                Exchange Act of 1934.

          31.2                  Certification of Principal Financial Officer, as
                                required by Rule 13a-14(a) of the Securities
                                Exchange Act of 1934.

          32.1                  Certification of Principal Executive Officer, as
                                required by Rule 13a-14(b) of the Securities
                                Exchange Act of 1934.

          32.2                  Certification of Principal Financial Officer, as
                                required by Rule 13a-14(b) of the Securities
                                Exchange Act of 1934.

          99.1                  Annual Report on Form 11-K for the Clarus
                                Corporation Employee Stock Purchase Plan and the
                                Clarus Corporation Global Employee Stock
                                Purchase Plan for the year ended December 31,
                                2003.



                                      -6-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>2
<FILENAME>file002.txt
<DESCRIPTION>CONSENT OF KPMG
<TEXT>
<PAGE>



                                                                    EXHIBIT 23.2




                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors
Clarus Corporation:



We consent to the incorporation by reference in the registration statement (No.
333-42602) on Form S-8 of Clarus Corporation of our report dated April 23, 2004,
relating to the statements of financial condition of the Clarus Corporation
Employee Stock Purchase Plan as of December 31, 2003 and 2002, and the related
statements of operations and changes in Plan equity for each of the years in the
three-year period ended December 31, 2003, which report appears in the December
31, 2003, annual report on Form 11-K of Clarus Corporation included as Exhibit
99.1 to amendment no. 1 to the annual report on Form 10-K/A of Clarus
Corporation for the year ended December 31, 2003.


                                               /s/ KPMG LLP

         Atlanta, Georgia
         April 23, 2004



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>3
<FILENAME>file003.txt
<DESCRIPTION>CONSENT OF KPMG
<TEXT>
<PAGE>


                                                                    EXHIBIT 23.3




                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors
Clarus Corporation:



We consent to the incorporation by reference in the registration statement
(No.333-42602) on Form S-8 of Clarus Corporation of our report dated April 23,
2004, relating to the statements of financial condition of the Global Employee
Stock Purchase Plan of Clarus Corporation as of December 31, 2003 and 2002, and
the related statements of operations and changes in Plan equity for each of the
years in the three-year period ended December 31, 2003,which report appears in
the December 31, 2003, annual report on Form 11-K of Clarus Corporation included
as Exhibit 99.1 to amendment no. 1 to the annual report on Form 10-K/A of Clarus
Corporation for the year ended December 31, 2003.


                                               /s/ KPMG LLP

         Atlanta, Georgia
         April 23, 2004




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>4
<FILENAME>file004.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
<PAGE>


                                                                    EXHIBIT 31.1

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER


I, Nigel P. Ekern, certify that:

1. I have reviewed this amendment No. 1 to annual report on Form 10-K/A of
Clarus Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.



Date: April 29, 2004                     By: /s/ Nigel P. Ekern
                                             -----------------------------------
                                             Name: Nigel P. Ekern
                                             Title: Chief Administrative Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>5
<FILENAME>file005.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
<PAGE>


                                                                    EXHIBIT 31.2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER


I, Susan Luckfield certify that:

1. I have reviewed this amendment No. 1 to annual report on Form 10-K/A of
Clarus Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.


Date: April 29, 2004                            By: /s/ Susan Luckfield
                                                    ----------------------------
                                                    Name:  Susan Luckfield
                                                    Title: Controller




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>6
<FILENAME>file006.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
<PAGE>


                                                                    Exhibit 32.1

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Nigel P. Ekern, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Amendment
No. 1 to Annual Report of Clarus Corporation on Form 10-K/A for the year ended
December 31, 2003, fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Annual Report on Form 10-K fairly presents in all material respects the
financial condition and results of operations of Clarus Corporation.

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.



Date: April 29, 2004                     By: /s/ Nigel P. Ekern
                                             -----------------------------------
                                             Name:  Nigel P. Ekern
                                             Title: Chief Administrative Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>7
<FILENAME>file007.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
<PAGE>





                                                                    EXHIBIT 32.2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Susan Luckfield, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that Amendment No. 1
to Annual Report of Clarus Corporation on Form 10-K/A for the year ended
December 31, 2003, fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Annual Report on Form 10-K fairly presents in all material respects the
financial condition and results of operations of Clarus Corporation.

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.


Date: April 29, 2004                              By: /s/ Susan Luckfield
                                                     ---------------------------
                                                     Name:  Susan Luckfield
                                                     Title: Controller




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>8
<FILENAME>file008.txt
<DESCRIPTION>FORM 11-K
<TEXT>
<PAGE>




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


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

                                    FORM 11-K

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


(Mark One)

[X]       ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

          FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                                       OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934


          FOR THE TRANSITION PERIOD FROM _________ TO _________


                         COMMISSION FILE NUMBER 0-24277

               Full title of the plan and the address of the plan:

                 Clarus Corporation Employee Stock Purchase Plan
            Global Employee Stock Purchase Plan of Clarus Corporation
                               One Pickwick Plaza
                               Greenwich, CT 06830

    Name of issuer of the securities held pursuant to the plan and address of
                        its principal executive office:

                               Clarus Corporation
                               One Pickwick Plaza
                               Greenwich, CT 06830




                                       1
<PAGE>



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                      PAGE
                                                                                      ----
<S>                                                                                    <C>
Clarus Corporation Employee Stock Purchase Plan:

         Independent Auditors' Report                                                    3

         Statements of Financial Condition - December 31, 2003 and 2002                  4

         Statements of Operations and Changes in Plan Equity - Years ended
           December 31, 2003, 2002 and 2001                                              5

         Notes to Financial Statements                                                   6

Global Employee Stock Purchase Plan of Clarus Corporation

         Independent Auditors' Report                                                    8

         Statements of Financial Condition - December 31, 2003 and 2002                  9

         Statements of Operations and Changes in Plan Equity - Years ended
           December 31, 2003, 2002 and 2001                                             10

         Notes to Financial Statements                                                  11

Signatures                                                                              13

</TABLE>



                                       2
<PAGE>


                          INDEPENDENT AUDITORS' REPORT



The Board of Directors of
Clarus Corporation:


We have audited the accompanying statements of financial condition of the Clarus
Corporation Employee Stock Purchase Plan (the "Plan") as of December 31, 2003
and 2002 and the related statements of operations and changes in Plan equity for
each of the years in the three-year period ended December 31, 2003. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Plan's management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Clarus Corporation
Employee Stock Purchase Plan as of December 31, 2003 and 2002 and the results of
its operations and changes in its Plan equity for each of the years in the
three-year period ended December 31, 2003 in conformity with accounting
principles generally accepted in the United States of America.



                                               /s/ KPMG LLP


Atlanta, Georgia
April 23, 2004



                                       3
<PAGE>


                               CLARUS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                        STATEMENTS OF FINANCIAL CONDITION
                           DECEMBER 31, 2003 AND 2002



                                                        2003           2002
                                                    ------------   ------------
ASSETS:

Participants' payroll deductions receivable
from Clarus Corporation (note 1)                    $        --    $     15,156
                                                    ============   ============

LIABILITIES:

Withdrawals payable to participants (note 1)        $        --    $      5,173

PLAN EQUITY                                                  --           9,983
                                                    ------------   ------------

LIABILITIES AND PLAN EQUITY                         $        --    $     15,156
                                                    ============   ============











                 See accompanying notes to financial statements.



                                       4
<PAGE>

                               CLARUS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
               STATEMENTS OF OPERATIONS AND CHANGES IN PLAN EQUITY
                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001



                                              2003          2002        2001
                                          -----------  -----------  -----------
Participants' contributions, net          $        --  $    39,937  $   185,812

Contributions used for stock purchase          (9,983)     (60,007)    (259,466)
                                          -----------  -----------  -----------
Net decrease in Plan equity                    (9,983)     (20,070)     (73,654)

Plan equity, beginning of year                  9,983       30,053      103,707
                                          -----------  -----------  -----------
Plan equity, end of year                  $        --  $     9,983  $    30,053
                                          ===========  ===========  ===========









                 See accompanying notes to financial statements.



                                       5
<PAGE>

                               Clarus Corporation
                          Employee Stock Purchase Plan
                          Notes to Financial Statements
                        December 31, 2003, 2002, and 2001



1. Description of the Plan

The following description of the Clarus Corporation Employee Stock Purchase Plan
(the "Plan") provides general information only. Participants should refer to the
Plan documents for more complete information.

The purpose of the Plan is to encourage and assist employees of Clarus
Corporation and its subsidiaries (the "Company"), by giving them the opportunity
to acquire an equity interest in the Company through the purchase of shares of
the Company's common stock at a discount. Generally, eligible employees, as
defined in the Plan documents, may elect to have up to 15 % of their annual
salary, up to a maximum of $12,500 per six-month purchase period, withheld to
purchase the Company's common stock at a price equal to the lower of 85% of the
market price of the Company's common stock at either the beginning or the end of
the six-month offering period. There were no participants in the Plan at
December 31, 2003 and three participants in the Plan at December 31, 2002.
Effective January 1, 2001, the Plan was amended and the $12,500 purchase period
limitation was removed from the Plan. Each eligible employee who elects to
participate in the Plan is deemed to be granted the option at the beginning of
each six-month period to purchase shares of newly issued common stock of the
Company through regular payroll deductions during the period beginning on the
first day of each six month period and ending on the final day of the six month
period. The market price used to calculate the purchase price is the lower of
85% of the price at the beginning of the six-month period or 85% of the price at
the end of the six-month period.

The Plan allows a participant to withdraw all but not less than all payroll
deductions credited to their account during a purchase period at any time prior
to the applicable purchase date by giving written notice to the Company. The
Plan was amended effective August 29, 2001 to require that a withdrawal must be
made at least five business days prior to the purchase date. No other changes,
including increasing or decreasing the amount of payroll deductions, may be made
during the purchase period.

No interest will accrue or be payable with respect to any of the payroll
deductions of a Participant in the Plan. All employee payroll deductions
withheld by the Company under the Plan may be commingled with the general funds
and assets of the Company and used by the Company for any corporate purpose.

The Company adopted the Plan in June 2000. A maximum of 750,000 shares of common
stock may be purchased under the Plan. As of December 31, 2000, no shares had
been purchased under the Plan. In January 2001, $103,577 was used to purchase
17,486 shares for the period from June 13, 2000 (inception) to the year ended
December 31, 2000. In July 2001, $155,889 was used to purchase 30,214 shares for
the period ending June 30, 2001. In January 2002, $30,006 was used to purchase
5,740 shares of common stock for



                                       6
<PAGE>

the period ending December 31, 2001. In July 2002, $30,001 was used to purchase
7,059 shares of common stock for the period ending June 30, 2002. During 2003,
$9,983 was used to purchase 2,349 shares of common stock and $5,173 was refunded
to participants for the period ending December 31, 2002. The amount refunded was
the amount due to one participant who reached the Internal Revenue Service
$25,000 annual limit of the amount of stock an employee can purchase at fair
market value.

2. Accounting Policy

The accompanying financial statements have been prepared on the accrual basis of
accounting.

3. Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates that affect the amounts reported as assets, liabilities, and changes
therein, and the disclosure of contingent assets and liabilities. Actual results
could differ from those estimates.

4. Administrative Expenses of the Plan

The Company pays all administrative expenses of the Plan. The Company pays any
brokerage fees for the purchase of shares on behalf of the Plan participants,
but the participants pay brokerage fees for the resale of shares by
participants.

5. Federal Income Tax

The Plan is intended to comply under section 423 of the Internal Revenue Code of
1986, as amended. Under existing federal income tax laws, the Plan is not
subject to federal income tax. However, when a participant sells any shares of
stock purchased through the Plan, that participant must recognize income taxes
on any gain or loss.

6. Plan Termination

Although it has not expressed any intent to do so, the Company has the right to
terminate or amend the Plan at any time, provided, however, that no termination
or amendment shall affect or diminish any participant's right to the benefit of
contributions made by the participant prior to the date of such amendment or
termination.


                                       7
<PAGE>



                          INDEPENDENT AUDITORS' REPORT



The Board of Directors of
Clarus Corporation:



We have audited the accompanying statements of financial condition of the Global
Employee Stock Purchase Plan of Clarus Corporation (the "Global Plan") as of
December 31, 2003 and 2002 and the related statements of operations and changes
in Plan equity for each of the years in the three-year period ended December 31,
2003. These financial statements are the responsibility of the Global Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Global Plan's management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Global Employee Stock
Purchase Plan of Clarus Corporation as of December 31, 2003 and 2002 and the
results of its operations and changes in its Plan equity for each of the years
in the three-year period ended December 31, 2003, in conformity with accounting
principles generally accepted in the United States of America.



                                                   /s/ KPMG LLP


Atlanta, Georgia
April 23, 2004



                                       8
<PAGE>






            Global Employee Stock Purchase Plan of Clarus Corporation
                        Statements of Financial Condition
                           December 31, 2003 and 2002




                                                        2003           2002
                                                    ------------   ------------
ASSETS:

Participants' payroll deductions receivable
from Clarus Corporation (note 1)                    $       --     $       --
                                                    ============   ============

LIABILITIES AND PLAN EQUITY:

Withdrawals payable to participants
and Plan equity (note 1)                            $       --     $       --
                                                    ============   ============








                 See accompanying notes to financial statements.



                                       9
<PAGE>

            Global Employee Stock Purchase Plan of Clarus Corporation
               Statements of Operations and Changes in Plan Equity
                  Years ended December 31, 2003, 2002 and 2001



                                              2003         2002         2001
                                          -----------  -----------  -----------
Participants' contributions, net          $      --    $     9,305  $    54,930

Contributions used for stock purchase            --        (27,909)     (40,346)
                                          -----------  -----------  -----------
Net change in Plan equity                        --        (18,604)      14,584

Plan equity, beginning of year                   --         18,604        4,020
                                          -----------  -----------  -----------

Plan equity, end of year                  $      --    $      --    $    18,604
                                          ===========  ===========  ===========










                 See accompanying notes to financial statements.


                                       10
<PAGE>


            Global Employee Stock Purchase Plan of Clarus Corporation
                          Notes to Financial Statements
                        December 31, 2003, 2002 and 2001



1. Description of the Plan

The following description of the Global Employee Stock Purchase Plan of Clarus
Corporation (the "Global Plan") provides general information only. Participants
should refer to the Global Plan documents for more complete information.

The purpose of the Global Plan is to provide a means for non-U.S. resident
employees and other employees whose participation in the Clarus Corporation
Employee Stock Purchase Plan is impractical or impermissible due to the
constraints of local law or otherwise to acquire shares of the Clarus
Corporation and its subsidiaries (the "Company") common stock at a discount.
Generally, eligible employees, as defined in the Global Plan documents, may
elect to have up to 15% of their annual salary, up to a maximum of $12,500 per
six-month purchase period, withheld to purchase the Company's common stock at a
price equal to the lower of 85% of the market price of the Company's common
stock at either the beginning or the end of the six month offering period. There
were no participants in the Plan at December 31, 2003 or 2002. Effective January
1, 2001, the Global Plan was amended and the $12,500 purchase period limitation
was removed from the Global Plan. Each eligible employee who elects to
participate in the Global Plan is deemed to be granted the option at the
beginning of each six-month period to purchase shares of newly issued common
stock of the Company through regular payroll deductions during the period
beginning on the first day of each six-month period and ending on the final day
of the six-month period. The market price used to calculate the purchase price
is the lower of 85% of the price at the beginning of the six-month period or 85%
of the price at the end of the six-month period.

The Global Plan allows a participant to withdraw all but not less than all
payroll deductions credited to their account during a purchase period at any
time prior to the applicable purchase date by giving written notice to the
Company. The Global Plan was amended effective August 29, 2001 to require that a
withdrawal must be made at least five business days prior to the purchase date.
No other changes, including increasing or decreasing the amount of payroll
deductions, may be made during the purchase period.

No interest will accrue or be payable with respect to any of the payroll
deductions of a participant in the Global Plan. All employee payroll deductions
withheld by the Company under the Global Plan may be commingled with the general
funds and assets of the Company and used by the Company for any corporate
purpose.

The Company adopted the Global Plan in July 2000. A maximum of 250,000 shares of
common stock may be purchased under the Global Plan. For the period from July 1,
2000 through December 31, 2000, $38,716 was used to purchase 4,557 shares of
common stock under the Global Plan. In July 2001, $36,354 was used to purchase
7,046 shares for the period ending June 30, 2001 under the Global Plan. In
January 2002, $18,584 was used to purchase 3,555 shares of common stock for the
period ending



                                       11
<PAGE>

December 31, 2001. In July 2002, $9,325 was used to purchase 2,194 shares of
common stock for the period ending June 30, 2002.

2. Accounting Policy

The accompanying financial statements have been prepared on the accrual basis of
accounting.

3. Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates that affect the amounts reported as assets, liabilities, and changes
therein, and the disclosure of contingent assets and liabilities. Actual results
could differ from those estimates.

4. Administrative Expenses of the Global Plan

The Company pays all administrative expenses of the Global Plan. The Company
pays any brokerage fees for the purchase of shares on behalf of the Global Plan
participants, but the participants pay brokerage fees for the resale of shares
by participants.

5. Federal Income Tax

The Global Plan is not intended to comply under section 423 of the Internal
Revenue Code of 1986, as amended. The Global Plan is principally designed to
provide a means for non-U.S. resident employees and other employees whose
participation in the Clarus Corporation Employee Stock Purchase Plan is
impractical or impermissible due to the constraints of local law or otherwise to
acquire shares of the Company's common stock

6. Plan Termination

Although it has not expressed any intent to do so, the Company has the right to
terminate or amend the Global Plan at any time, provided, however, that no
termination or amendment shall affect or diminish any participant's right to the
benefit of contributions made by the participant prior to the date of such
amendment or termination.



                                       12
<PAGE>






                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plans'
Administrator has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.

Clarus Corporation Employee Stock Purchase Plan
Global Employee Stock Purchase Plan of Clarus Corporation


By:

/s/ NIGEL P. EKERN                             Chief Administrative Officer
- ------------------
NIGEL P. EKERN


/s/ SUSAN LUCKFIELD                            Controller
- -------------------
SUSAN LUCKFIELD


Dated: April 29, 2004



                                       13



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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