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<SEC-DOCUMENT>0000921530-04-000360.txt : 20040712
<SEC-HEADER>0000921530-04-000360.hdr.sgml : 20040712
<ACCEPTANCE-DATETIME>20040712092218
ACCESSION NUMBER:		0000921530-04-000360
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20040712
GROUP MEMBERS:		MR. JOSEPH U. BARTON
GROUP MEMBERS:		MR. THOMAS U. BARTON
GROUP MEMBERS:		WHITE ROCK CAPITAL (TX), INC.
GROUP MEMBERS:		WHITE ROCK CAPITAL MANAGEMENT, L.P.

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:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-54249
		FILM NUMBER:		04909214

	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:			WHITE ROCK CAPITAL MANAGEMENT LP
		CENTRAL INDEX KEY:			0001051272

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		3131 TURLTE CREEK BLVD
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75219
		BUSINESS PHONE:		2149793000

	MAIL ADDRESS:	
		STREET 1:		3131 TURTLE CREEK BLVD
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75219
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>clarus-whiterock_63004.txt
<TEXT>

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

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*

                               CLARUS CORPORATION
                               ------------------
                                 Name of Issuer)

                    Common Stock, $.0001 Par Value Per Share
                    ----------------------------------------
                         (Title of Class of Securities)

                                    182707109
                                    ---------
                                 (CUSIP Number)

                                  June 30, 2004
                                  -------------
                      (Date of Event which Requires Filing
                               of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

                                [ ] Rule 13d-1(b)
                                [X] Rule 13d-1(c)
                                [ ] Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                       Continued on the following page(s)
                               Page 1 of 15 Pages
                             Exhibit Index: Page 11



<PAGE>
                                  SCHEDULE 13G

CUSIP No.: 182707109                                          Page 2 of 15 Pages


1    Name of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only)

                 WHITE ROCK CAPITAL MANAGEMENT, L.P.

2    Check the Appropriate Box if a Member of a Group (See Instructions)
                                           a. [ ]
                                           b. [X]

3    SEC Use Only

4    Citizenship or Place of Organization

                 TEXAS

            Number of            5          Sole Voting Power
              Shares                             0
           Beneficially
             Owned By            6          Shared Voting Power
               Each                              907,000
            Reporting
              Person             7          Sole Dispositive Power
               With                              0

                                 8          Shared Dispositive Power
                                                 907,000

9    Aggregate Amount of Beneficially Owned by Each Reporting Person

                 907,000

10   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions)

                 [X]

11   Percent of Class Represented By Amount in Row (9)

                 5.5%

12   Type of Reporting Person (See Instructions)

                 PN; IA



<PAGE>
                                  SCHEDULE 13G

CUSIP No.: 182707109                                          Page 3 of 15 Pages


1    Names of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only)

                 WHITE ROCK CAPITAL (TX), INC.

2    Check the Appropriate Box if a Member of a Group (See Instructions)
                                           a. [ ]
                                           b. [X]

3    SEC Use Only

4    Citizenship or Place of Organization

                 TEXAS

            Number of            5          Sole Voting Power
              Shares                             0
           Beneficially
             Owned By            6          Shared Voting Power
               Each                              907,000
            Reporting
              Person             7          Sole Dispositive Power
               With                              0

                                 8          Shared Dispositive Power
                                                 907,000

9    Aggregate Amount of Beneficially Owned by Each Reporting Person

                 907,000

10   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions)

                 [X]

11   Percent of Class Represented By Amount in Row (9)

                 5.5%

12   Type of Reporting Person (See Instructions)

                 CO; IA



<PAGE>
                                  SCHEDULE 13G

CUSIP No.: 182707109                                          Page 4 of 15 Pages


1    Names of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only)

                 THOMAS U. BARTON

2    Check the Appropriate Box if a Member of a Group (See Instructions)
                                           a. [ ]
                                           b. [X]

3    SEC Use Only

4    Citizenship or Place of Organization

                 UNITED STATES OF AMERICA


            Number of            5          Sole Voting Power
              Shares                             46,000
           Beneficially
             Owned By            6          Shared Voting Power
               Each                              907,000
            Reporting
              Person             7          Sole Dispositive Power
               With                              46,000

                                 8          Shared Dispositive Power
                                                 907,000

9    Aggregate Amount of Beneficially Owned by Each Reporting Person

                 953,000

10   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions)

                 [X]

11   Percent of Class Represented By Amount in Row (9)

                 5.7%

12   Type of Reporting Person (See Instructions)

                 IN; IA



<PAGE>
                                  SCHEDULE 13G

CUSIP No.: 182707109                                          Page 5 of 15 Pages


1    Names of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only)

                 JOSEPH U. BARTON

2    Check the Appropriate Box if a Member of a Group (See Instructions)
                                           a. [ ]
                                           b. [X]

3    SEC Use Only

4    Citizenship or Place of Organization

                 UNITED STATES OF AMERICA


            Number of            5          Sole Voting Power
              Shares                             36,000
           Beneficially
             Owned By            6          Shared Voting Power
               Each                              907,000
            Reporting
              Person             7          Sole Dispositive Power
               With                              36,000

                                 8          Shared Dispositive Power
                                                 907,000

9    Aggregate Amount of Beneficially Owned by Each Reporting Person

                 943,000

10   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions)

                 [X]

11   Percent of Class Represented By Amount in Row (9)

                 5.7%

12   Type of Reporting Person (See Instructions)

                 IN; IA




<PAGE>
                                                              Page 6 of 15 Pages


Item 1(a)         Name of Issuer:

                  Clarus Corporation (the "Issuer").

Item 1(b)         Address of the Issuer's Principal Executive Offices:

                  One Landmark Square, 22nd Floor, Stamford, Greenwich, CT.
                  06901.

Item 2(a)         Name of Person Filing:

                  This  statement  is filed on behalf  of each of the  following
persons  (collectively,   the  "Reporting  Persons"):

                  (i) White  Rock  Capital  Management,  L.P.,  a Texas  limited
partnership  ("White Rock  Management");

                  (ii)  White  Rock  Capital  (TX),  Inc.,  a Texas  corporation
("White Rock, Inc.");

                  (iii) Thomas U. Barton; and

                  (iv) Joseph U. Barton.

     This  statement  relates  to  Shares  held  for  the  accounts  of  certain
institutional clients (the "White Rock Clients") of White Rock Management. White
Rock Management may be deemed to exercise voting and/or  dispositive  power over
the Shares held for the accounts of the White Rock Clients.  This statement also
relates to Shares held for the account of White Rock Capital  Partners,  L.P., a
Texas limited partnership ("White Rock Partners").  White Rock Management is the
general  partner of White Rock  Partners  and White  Rock,  Inc.  is the general
partner of White Rock Management.  Thomas U. Barton and Joseph U. Barton are the
shareholders of White Rock, Inc. In such capacities, Thomas U. Barton and Joseph
U.  Barton  may be  deemed  to have  beneficially  own the  Shares  held for the
accounts of the White Rock Clients and White Rock Partners.

                  Finally,  this  statement  relates  to  Shares  held  for  the
accounts of certain family partnerships  established by each of Thomas U. Barton
and Joseph U.  Barton.  Thomas U. Barton  serves as the  managing  member of the
limited  liability  company  (the "Thomas U. Barton LLC") that serves as general
partner of the family  partnership  of Thomas U. Barton  (the  "Thomas U. Barton
Partnership").  In such  capacity,  Thomas  U.  Barton  may be  deemed to be the
beneficial  owner of the Shares  held for the  account  of the Thomas U.  Barton
Partnership.  Joseph U.  Barton  serves as the  managing  member of the  limited
liability company (the "Joseph U. Barton LLC") that serves as general partner of
the family partnership of Joseph U. Barton (the "Joseph U. Barton Partnership").
In such capacity,  Joseph U. Barton may be deemed to be the beneficial  owner of
the Shares held for the account of the Joseph U. Barton Partnership.

Item 2(b)         Address of Principal Business Office or, if None, Residence:

                  The address  and  principal  business  office of each of White
Rock Management, White Rock, Inc., Thomas U. Barton and Joseph U. Barton is 3131
Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219.



<PAGE>
                                                              Page 7 of 15 Pages

Item 2(c)         Citizenship:

                  (i) White Rock Management is a Texas limited partnership;

                  (ii) White Rock, Inc. is a Texas corporation;

                  (iii) Thomas U. Barton is a United States citizen and

                  (iv) Joseph U. Barton is a United States citizen.

Item 2(d)         Title of Class of Securities:

                  Common Stock, $.0001 par value per share (the "Shares").

Item 2(e)         CUSIP Number:

                  182707109

Item 3.           If this  statement is  filed pursuant to ss.ss.240.13d-1(b) or
                  240.13d-2(b) or (c), check whether the person filing is a:

                  This Item 3 is not applicable.

Item 4.           Ownership:

Item 4(a)         Amount Beneficially Owned:

                  As of June 30,  2004,  each of the  Reporting  Persons  may be
deemed the beneficial owner of the following number of Shares:

                  (i) Each of White Rock  Management and White Rock, Inc. may be
deemed the  beneficial  owner of 907,000  Shares.  This  number  consists of (1)
306,000  Shares held for the  accounts of the White Rock Clients and (2) 601,000
Shares held for the account of White Rock Partners.

                  (ii)  Thomas U. Barton may be deemed the  beneficial  owner of
953,000 Shares. This number consists of (1) 306,000 Shares held for the accounts
of the White Rock Clients, (2) 601,000 Shares held for the account of White Rock
Partners,  (3)  6,000  Shares  held for the  account  of the  Thomas  U.  Barton
Partnership, and (4) 40,000 Shares issuable upon the exercise of certain options
held for the account of the Thomas U. Barton Partnership.

                  (iii) Joseph U. Barton may be deemed the  beneficial  owner of
943,000 Shares. This number consists of (1) 306,000 Shares held for the accounts
of the White Rock Clients, (2) 601,000 Shares held for the account of White Rock
Partners  and (3) 6,000  Shares  held for the  account of the  Joseph U.  Barton
Partnership, and (4) 30,000 Shares issuable upon the exercise of certain options
held for the account of the Joseph U. Barton Partnership.

Item 4(b)         Percent of Class:

                  (i)  The  number  of  Shares  of  which  each  of  White  Rock
Management  and  White  Rock,  Inc.  may be deemed  to be the  beneficial  owner
constitutes  approximately 5.5% of the total number of Shares outstanding (based
upon  information  provided by the Issuer in its most recent quarterly report on
Form 10-Q, there were 16,588,240 Shares  outstanding as of April 26, 2004.)
<PAGE>
                                                              Page 8 of 15 Pages

                  (ii) The  number of Shares of which  Thomas U.  Barton  may be
deemed to be the beneficial owner  constitutes  approximately  5.7% of the total
number of Shares outstanding as described herein.

                  (iii) The  number of Shares of which  Joseph U.  Barton may be
deemed to be the beneficial owner  constitutes  approximately  5.7% of the total
number of Shares outstanding as described herein..

Item 4(c)          Number of shares as to which the person has:

White Rock Management
- ---------------------
(i)      Sole power to vote or to direct the vote:                             0

(ii)     Shared power to vote or to direct the vote:                     907,000

(iii)    Sole power to dispose or to direct the disposition of:                0

(iv)     Shared power to dispose or to direct the disposition of:        907,000

White Rock, Inc.
- ----------------
(i)      Sole power to vote or to direct the vote:                             0

(ii)     Shared power to vote or to direct the vote:                     907,000

(iii)    Sole power to dispose or to direct the disposition of:                0

(iv)     Shared power to dispose or to direct the disposition of:        907,000

Thomas U. Barton
- ----------------
(i)      Sole power to vote or to direct the vote:                        46,000

(ii)     Shared power to vote or to direct the vote:                     907,000

(iii)    Sole power to dispose or to direct the disposition of:           46,000

(iv)     Shared power to dispose or to direct the disposition of:        907,000

Joseph U. Barton
- ----------------
(i)      Sole power to vote or to direct the vote:                        36,000

(ii)     Shared power to vote or to direct the vote:                     907,000

(iii)    Sole power to dispose or to direct the disposition of:           36,000

(iv)     Shared power to dispose or to direct the disposition of:        907,000

Item 5.           Ownership of Five Percent or Less of a Class:

                  This Item 5 is not applicable.
<PAGE>
                                                              Page 9 of 15 Pages

Item 6.           Ownership  of  More  than  Five  Percent  on Behalf of Another
                  Person:

                  (i) The  partners  of White  Rock  Partners  have the right to
participate in the receipt of dividends  from, or proceeds from the sale of, the
Shares  held by  White  Rock  Partners  in  accordance  with  their  partnership
interests in White Rock Partners.

                  (ii) The  shareholders  or  partners of each of the White Rock
Clients  have the right to  participate  in the receipt of  dividends  from,  or
proceeds from the sale of, the Shares held by the  respective  White Rock Client
in accordance  with their  partnership or ownership  interests in the respective
White Rock Client.

                  (iii) The  members  of the  Thomas U.  Barton  LLC,  including
Thomas U. Barton,  which  serves as the general  partner of the Thomas U. Barton
Partnership,  have the right to participate in the receipt of dividends from, or
proceeds  from  the sale  of,  the  securities  held  for  such  partnership  in
accordance with their membership interests in the Thomas U. Barton LLC.

                  (iv) The members of the Joseph U. Barton LLC, including Joseph
U.  Barton,  which  serves  as the  general  partner  of the  Joseph  U.  Barton
Partnership,  have the right to participate in the receipt of dividends from, or
proceeds  from  the sale  of,  the  securities  held  for  such  partnership  in
accordance with their membership interests in the Joseph U. Barton LLC.

                  White Rock Partners expressly disclaims  beneficial  ownership
of any Shares held for the account of the White Rock  Clients,  and the accounts
of  each  of  the  Thomas  U.  Barton  Partnership  and  the  Joseph  U.  Barton
Partnership.  The White Rock Clients expressly disclaim beneficial  ownership of
any Shares held for the account of White Rock Partners,  the accounts of each of
the Thomas U. Barton Partnership and the Joseph U. Barton  Partnership.  Each of
White Rock  Management  and White  Rock,  Inc.  expressly  disclaims  beneficial
ownership  of any Shares  held for the  accounts of each of the Thomas U. Barton
Partnership and the Joseph U. Barton Partnership..  Each of Thomas U. Barton and
Thomas U. Barton LLC expressly disclaims beneficial ownership of any Shares held
for the  account of the Joseph U. Barton  Partnership.  Each of Joseph U. Barton
and Joseph U. Barton LLC expressly disclaims  beneficial ownership of any Shares
held for the account of the Thomas U. Barton Partnership.

Item 7.           Identification  and  Classification  of the  Subsidiary  Which
                  Acquired the Security Being Reported on by the Parent  Holding
                  Company:

                  This Item 7 is not applicable.

Item 8.           Identification and Classification of Members of the Group:

                  This Item 8 is not applicable.

Item 9.           Notice of Dissolution of Group:

                  This Item 9 is not applicable.

Item 10.          Certification:

                  By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and  are  not  held  for the  purpose  of or with  the  effect  of  changing  or
influencing  the control of the Issuer of the  securities  and were not acquired
and are not  held in  connection  with or as a  participant  in any  transaction
having that purpose or effect.


<PAGE>
                                                             Page 10 of 15 Pages

                                   SIGNATURES

                  After  reasonable  inquiry and to the best of my knowledge and
belief,  the  undersigned  certifies  that  the  information  set  forth in this
statement is true, complete and correct.

Date:  July 12, 2004              WHITE ROCK CAPITAL MANAGEMENT, L.P.

                                  By: White Rock Capital (TX), Inc.
                                      Its General Partner

                                  By: /s/ Paula Storey
                                     ------------------------------------
                                     Name:  Paula Storey
                                     Title: Attorney-in-Fact

Date:  July 12, 2004              WHITE ROCK CAPITAL (TX), INC.


                                  By: /s/ Paula Storey
                                     ------------------------------------
                                     Name:  Paula Storey
                                     Title: Attorney-in-Fact

Date:  July 12, 2004              THOMAS U. BARTON


                                  By: /s/ Paula Storey
                                     ------------------------------------
                                     Name:  Paula Storey
                                     Title: Attorney-in-Fact

Date:  July 12, 2004              JOSEPH U. BARTON


                                  By: /s/ Paula Storey
                                     ------------------------------------
                                     Name:  Paula Storey
                                     Title: Attorney-in-Fact



<PAGE>
                                                             Page 11 of 15 Pages

                                  EXHIBIT INDEX

- ------- ------------------------------------------------------------------------
Ex.                                                                     Page No.
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
A.      Joint Filing Agreement, dated as of July 12, 2004, by
        and among White Rock Capital Management, L.P., White Rock
        Capital (TX), Inc., Thomas U. Barton and Joseph U.
        Barton..........................................................      12
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
B.      Power of Attorney, dated January 31, 2000, granted by Mr.
        Thomas U. Barton in favor of Paula Storey.......................      13
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
C.      Power of Attorney, dated January 31, 2000, granted by Mr.
        Joseph U. Barton in favor of Paula Storey.......................      14
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
D.      Power of Attorney, dated January 31, 2000, granted by White
        Rock Capital (TX), Inc., in favor of Paula Storey...............      15
- ------- ------------------------------------------------------------------------




<PAGE>
                                                             Page 12 of 15 Pages

                                    EXHIBIT A

                             JOINT FILING AGREEMENT

                  The  undersigned  hereby agree that the  statement on Schedule
13G with respect to the Common Stock of Clarus Corporation, dated as of July 12,
2004,  is, and any  amendments  thereto  (including  amendments on Schedule 13D)
signed  by each of the  undersigned  shall  be,  filed on  behalf  of each of us
pursuant to and in accordance  with the  provisions  of Rule 13d-1(k)  under the
Securities Exchange Act of 1934.


Date:  July 12, 2004              WHITE ROCK CAPITAL MANAGEMENT, L.P.

                                  By: White Rock Capital (TX), Inc.
                                      Its General Partner

                                  By: /s/ Paula Storey
                                     ------------------------------------
                                     Name:  Paula Storey
                                     Title: Attorney-in-Fact

Date:  July 12, 2004              WHITE ROCK CAPITAL (TX), INC.


                                  By: /s/ Paula Storey
                                     ------------------------------------
                                     Name:  Paula Storey
                                     Title: Attorney-in-Fact

Date:  July 12, 2004              THOMAS U. BARTON


                                  By: /s/ Paula Storey
                                     ------------------------------------
                                     Name:  Paula Storey
                                     Title: Attorney-in-Fact

Date:  July 12, 2004              JOSEPH U. BARTON


                                  By: /s/ Paula Storey
                                     ------------------------------------
                                     Name:  Paula Storey
                                     Title: Attorney-in-Fact


<PAGE>
                                                             Page 13 of 15 Pages

                                    EXHIBIT B

                                POWER OF ATTORNEY

KNOW  ALL MEN BY  THESE  PRESENTS,  that  I,  THOMAS  U.  BARTON,  hereby  make,
constitute  and  appoint  PAULA  STOREY,  acting  individually,  as my agent and
attorney-in-fact  for the purpose of  executing  in my name,  (a) in my personal
capacity or (b) in my  capacity as  President  of, or in other  capacities  with
White  Rock  Capital  (TX),  Inc.,  all  documents,  certificates,  instruments,
statements,  filings and agreements  ("documents") to be filed with or delivered
to any  foreign or  domestic  governmental  or  regulatory  body or  required or
requested  by any other  person or entity  pursuant  to any legal or  regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities or other  investments,  and any other documents relating or ancillary
thereto,  including but not limited to, all  documents  relating to filings with
the United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities  Act of 1933 or the  Securities  Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder,  including:  (1) all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section  13(d) or Section  16(a) of the Act  including,  without
limitation:  (a) any acquisition  statements on Schedule 13D or Schedule 13G and
any  amendments  thereto,  (b) any  joint  filing  agreements  pursuant  to Rule
13d-1(k)  and (c) any  initial  statements  of, or  statements  of  changes  in,
beneficial  ownership  of  securities  on Form  3,  Form 4 or Form 5 and (2) any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN  WITNESS  WHEREOF,  I have  executed  this  instrument  as of the 31st day of
January 2000.



                                          /s/ Thomas U. Barton
                                          ---------------------------------
                                          THOMAS U. BARTON


<PAGE>
                                                             Page 14 of 15 Pages

                                    EXHIBIT C

                                POWER OF ATTORNEY


KNOW  ALL MEN BY  THESE  PRESENTS,  that  I,  JOSEPH  U.  BARTON,  hereby  make,
constitute  and  appoint  PAULA  STOREY,  acting  individually,  as my agent and
attorney-in-fact  for the purpose of  executing  in my name,  (a) in my personal
capacity,  or (b) in my  capacity  as  Secretary  or  Treasurer  of, or in other
capacities  with White Rock Capital (TX),  Inc.,  all  documents,  certificates,
instruments,  statements,  filings and agreements ("documents") to be filed with
or  delivered  to any foreign or domestic  governmental  or  regulatory  body or
required or  requested  by any other  person or entity  pursuant to any legal or
regulatory  requirement  relating to the acquisition,  ownership,  management or
disposition of securities or other investments, and any other documents relating
or ancillary  thereto,  including but not limited to, all documents  relating to
filings with the United States  Securities and Exchange  Commission  (the "SEC")
pursuant to the Securities  Act of 1933 or the  Securities  Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial  ownership of securities required to be
filed  with  the SEC  pursuant  to  Section  13(d) or  Section  16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule  13G and  any  amendments  thereto,  (b) any  joint  filing  agreements
pursuant to Rule  13d-1(k) and (c) any initial  statements  of, or statements of
changes in,  beneficial  ownership of securities on Form 3, Form 4 or Form 5 and
(2) any  information  statements  on Form 13F  required to be filed with the SEC
pursuant to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN  WITNESS  WHEREOF,  I have  executed  this  instrument  as of the 31st day of
January 2000.



                                          /s/ Joseph U. Barton
                                          ------------------------------
                                          JOSEPH U. BARTON


<PAGE>
                                                             Page 15 of 15 Pages

                                    EXHIBIT D

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENT,  that the  undersigned  White Rock Capital (TX),
Inc., a corporation  organized and existing under the laws of the state of Texas
(the  "Company"),  hereby  designates,  constitutes  and appoints  PAULA STOREY,
acting  individually,  as its true and  lawful  agent and  attorney-in-fact,  to
execute  and  deliver,  in the  name  and on  behalf  of  the  undersigned,  all
documents,  certificates,   instruments,   statements,  filings  and  agreements
("documents")  to be  filed  with  or  delivered  to  any  foreign  or  domestic
governmental  or regulatory body or required or requested by any other person or
entity  pursuant  to  any  legal  or  regulatory  requirement  relating  to  the
acquisition,  ownership,  management  or  disposition  of  securities  or  other
investments,  and any other documents relating or ancillary  thereto,  including
but not limited to, all  documents  relating to filings  with the United  States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the  Securities  Exchange  Act of 1934  (the  "Act")  and the  rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition  statements  on  Schedule  13D or  Schedule  13G and any  amendments
thereto,  (b) any joint filing agreements  pursuant to Rule 13d-1(k) and (c) any
initial  statements  of, or  statements of changes in,  beneficial  ownership of
securities  on Form 3, Form 4 or Form 5 and (2) any  information  statements  on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.

IN WITNESS  WHEREOF,  this  instrument is executed as of the 31st day of January
2000.





                                          WHITE ROCK CAPITAL (TX), INC.


                                          /s/ Thomas U. Barton
                                          --------------------------------
                                          Thomas U. Barton

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