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<SEC-DOCUMENT>0001144204-05-026331.txt : 20050819
<SEC-HEADER>0001144204-05-026331.hdr.sgml : 20050819
<ACCEPTANCE-DATETIME>20050819132943
ACCESSION NUMBER:		0001144204-05-026331
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20050819
DATE AS OF CHANGE:		20050819
EFFECTIVENESS DATE:		20050819

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CLARUS CORP
		CENTRAL INDEX KEY:			0000913277
		STANDARD INDUSTRIAL CLASSIFICATION:	BLANK CHECKS [6770]
		IRS NUMBER:				581972600
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-127686
		FILM NUMBER:		051038018

	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>S-8
<SEQUENCE>1
<FILENAME>v024334_s8.txt
<TEXT>
         As filed with the Securities and Exchange Commission on August 19, 2005
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               CLARUS CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                     58-1972600
    (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                    Identification Number)

                               Clarus Corporation
                               One Landmark Square
                           Stamford, Connecticut 06901
                                 (203) 428-2000

  (Address, including zip code, and telephone number, including area code, of
                          principal executive offices)

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

                  Clarus Corporation 2005 Stock Incentive Plan

                     Clarus Corporation Stock Incentive Plan
             (as amended and restated effective as of June 13, 2000)

  Stock Incentive Plan of Software Architects International Limited, as amended

              Restricted Stock Agreement between Clarus Corporation
                   and Warren B. Kanders, dated April 11, 2003

                Stock Option Agreement between Clarus Corporation
                 and Warren B. Kanders, dated December 23, 2002

                            (Full title of the plan)
- --------------------------------------------------------------------------------

                                Warren B. Kanders
                  Executive Chairman of the Board of Directors
                               Clarus Corporation
                               One Landmark Square
                           Stamford, Connecticut 06901
                                 (203) 428-2000

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                    Copy to:
                               Kane Kessler, P.C.
                           1350 Avenue of the Americas
                             New York, NY 10019-4896
                                 (212) 541-6222
                         Attn: Robert L. Lawrence, Esq.

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================
 Title of securities to      Amount to be         Proposed maximum       Proposed maximum         Amount of
     be registered          registered (1)       offering price per     aggregate offering   registration fee (3)
                                                      share (2)              price (2)
- ------------------------------------------------------------------------------------------------------------------
<S>                           <C>                       <C>                 <C>                     <C>
Common Stock, $0.0001         4,100,000                 $7.82               $32,062,000             $3,774
par value per share
==================================================================================================================
</TABLE>

(1)   This  Registration  Statement  covers (i) 3,000,000 shares of common stock
      (the "Common Stock"),  $0.0001 par value per share, of Clarus  Corporation
      (the "Registrant")  issuable pursuant to the Clarus Corporation 2005 Stock
      Incentive Plan (the "2005 Incentive Plan");  (ii) 300,000 shares of Common
      Stock issuable  pursuant to the Restricted Stock Agreement  between Clarus
      Corporation  and  Warren  B.  Kanders,  dated  April 11,  2003 (the  "2003
      Restricted  Stock  Agreement");  and (iii) 800,000  shares of Common Stock
      issuable pursuant to the Stock Option Agreement between Clarus Corporation
      and Warren B.  Kanders,  dated  December  23, 2002 (the "2002 Stock Option
      Agreement"). In addition, pursuant to Rule 416(c) under the Securities Act
      of 1933, as amended (the  "Securities  Act") this  Registration  Statement
      covers an  indeterminable  number of additional  shares of Common Stock as
      may  hereafter  be offered  or issued  pursuant  to the Plans,  to prevent
      dilution   resulting  from  stock  splits,   stock  dividends  or  similar
      transactions effected without receipt of consideration.

(2)   Estimated  solely for the purpose of  calculating  the  registration  fee.
      Pursuant to Rule 457(c) and 457(h),  the proposed  maximum  offering price
      per  share is based  upon  (i) the  average  exercise  price  relating  to
      approximately  800,000  outstanding  options  granted under the 2002 Stock
      Option Agreement for which the underlying  shares of Common Stock have not
      previously  been  registered,  which is $8.75;  and (ii) with  respect  to
      3,000,000  shares  available for grant under the 2005  Incentive  Plan and
      300,000  available for grant under the 2003 Restricted Stock Agreement,  a
      price of $7.60 (the  average of the bid and ask price of the  Registrant's
      Common  Stock as  reported  on the OTC Pink  Sheets  Electronic  Quotation
      Service on August 17, 2005).

(3)   Pursuant  to Rule  429(b)  under the  Securities  Act,  this  Registration
      Statement  includes up to (i)  378,786  shares of Common  Stock  issued or
      issuable  pursuant  to the Clarus  Corporation  Stock  Incentive  Plan (as
      amended and restated  effective as of June 13, 2000) (the "2000  Incentive
      Plan") that were previously registered on Form S-8 (Registration Statement
      No.  333-42604)  filed on July 31, 2000;  and (ii) 21,250 shares of Common
      Stock issued or issuable  pursuant to the Stock Incentive Plan of Software
      Architects  International  Limited,  as amended (the "SAI Plan") that were
      previously  registered on Form S-8 (Registration  Statement No. 333-42600)
      filed on July 31,  2000.  In  connection  with the  previously  registered
      shares for issuance under the  Registrant's  (i) 2000 Incentive  Plan, the
      Registrant paid a fee of $15,816.23, a portion of which is attributable to
      the 378,786 shares being carried forward in a combined reoffer  prospectus
      being  filed  herewith  (to the extent that there are or may be control or
      restricted  securities);  and (ii) SAI Plan, the Registrant  paid a fee of
      $7,153.33,  a portion of which is  attributable to the 21,250 shares being
      carried forward in a combined reoffer  prospectus being filed herewith (to
      the extent that there are or may be control or restricted securities). See
      the Rule 429 note below. In connection with this  Registration  Statement,
      the Registrant is paying a fee solely on the 4,100,000  additional  shares
      of the Registrant's Common Stock being registered.

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

      As permitted by Rule 429 under the  Securities Act of 1933, the prospectus
      filed together with this  Registration  Statement  shall be deemed to be a
      combined  resale  prospectus  which shall also relate to the  Registrant's
      Registration  Statement  No.  333-42604  on Form S-8 and the  Registrant's
      Registration Statement No. 333-42600 on Form S-8.


                                       i
<PAGE>

                                EXPLANATORY NOTE

      The 4,100,000 shares of common stock (the "Common Stock"), $0.0001 par
value per share, of Clarus Corporation, a Delaware corporation (the "Company"),
being registered pursuant to this Form S-8 are comprised of (i) 3,000,000
issuable pursuant to the Clarus Corporation 2005 Stock Incentive Plan (the "2005
Incentive Plan"); (ii) 300,000 shares of Common Stock issuable pursuant to the
Restricted Stock Agreement between Clarus Corporation and Warren B. Kanders,
dated April 11, 2003 (the "2003 Restricted Stock Agreement"); and (iii) 800,000
shares of Common Stock issuable pursuant to the Stock Option Agreement between
Clarus Corporation and Warren B. Kanders, dated December 23, 2002 (the "2002
Stock Option Agreement"). This Registration Statement also includes up to (i)
378,786 shares of Common Stock issued or issuable pursuant to the Clarus
Corporation Stock Incentive Plan (as amended and restated effective as of June
13, 2000) (the "2000 Incentive Plan") that were previously registered on Form
S-8 (Registration Statement No. 333-42604) filed on July 31, 2000 (the "2000
Incentive Plan Registration Statement"); and (ii) 21,250 shares of Common Stock
issued or issuable pursuant to the Stock Incentive Plan of Software Architects
International Limited, as amended (the "SAI Plan") that were previously
registered on Form S-8 (Registration Statement No. 333-42600) filed on July 31,
2000 (the "SAI Plan Registration Statement"). Pursuant to General Instruction E
to Form S-8, this Registration Statement incorporates by reference the contents
of the 2000 Incentive Plan Registration Statement and the SAI Plan Registration
Statement, except as otherwise set forth herein. The 2005 Incentive Plan, 2003
Restricted Stock Agreement, the 2002 Stock Option Agreement, the 2000 Incentive
Plan, and the SAI Plan are collectively referred to herein as the "Plans".

      This Registration Statement contains two parts. The first part contains a
reoffer prospectus pursuant to Form S-3 (in accordance with Section C of the
General Instructions to the Form S-8) which covers reoffers and resales of
"restricted securities" and/or "control securities" (as such terms are defined
in Section C of the General Instructions to Form S-8) of the Company. This
reoffer prospectus relates to up to 1,500,036 shares of Common Stock (including
up to (i) 378,786 shares of Common Stock previously registered under the 2000
Incentive Plan Registration Statement; (ii) 21,250 shares of Common Stock
previously registered under the SAI Plan Registration Statement; and (iii)
300,000 shares of Common Stock issuable pursuant to the 2003 Restricted Stock
Agreement; and (iv) 800,000 shares of Common Stock issuable pursuant to the 2002
Stock Option Agreement), that have been or may be issued to certain officers and
directors of the Company pursuant to the Plans. The second part of this
Registration Statement contains Information Required in the Registration
Statement pursuant to Part II of Form S-8. The Form S-8 portion of this
Registration Statement will be used for offers of shares of Common Stock of the
Company pursuant to the 2005 Incentive Plan, the 2003 Restricted Stock
Agreement, and the 2002 Stock Option Agreement.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

      The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the Plans as specified by Rule
428(b)(1) under the Securities Act. Such documents are not being filed with the
Securities and Exchange Commission, but constitute, along with the documents
incorporated by reference into this Registration Statement, a prospectus that
meets the requirements of Section 10(a) of the Securities Act.


                                       ii
<PAGE>

Item 2. Company Information and Employee Plan Annual Information

      The Company will furnish without charge to each person to whom the
prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the documents incorporated by reference in Item 3 of Part II
of this Registration Statement, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference to the information that
is incorporated). Those documents are incorporated by reference in the Section
10(a) prospectus. Requests should be directed to Clarus Corporation, One
Landmark Square, Stamford, Connecticut 06901, Attention: Secretary; Telephone
number (203) 428-2000.

Note: The reoffer prospectus referred to in the Explanatory Note follows this
page.

<PAGE>

                               REOFFER PROSPECTUS

                               CLARUS CORPORATION
                        1,500,036 SHARES OF COMMON STOCK
                          (par value $0.0001 per share)

      This prospectus relates to up to 1,500,036 shares (the "Shares") of common
stock, par value $0.0001 per share, of Clarus Corporation, a Delaware
corporation (the "Company" or "Clarus") which may be offered and sold from time
to time by certain stockholders of the Company (the "Selling Stockholders") who
have acquired or will acquire such Shares pursuant to stock options and stock
grants issued or issuable under the (i) the Restricted Stock Agreement between
Clarus Corporation and Warren B. Kanders, dated April 11, 2003 (the "2003
Restricted Stock Agreement"); (ii) the Stock Option Agreement between Clarus
Corporation and Warren B. Kanders, dated December 23, 2002 (the "2002 Stock
Option Agreement"); (iii) the Clarus Corporation Stock Incentive Plan (as
amended and restated effective as of June 13, 2000) (the "2000 Incentive Plan");
and (v) the Stock Incentive Plan of Software Architects International Limited
(the "SAI Plan"). The Clarus Corporation 2005 Stock Incentive Plan (the "2005
Incentive Plan"), 2003 Restricted Stock Agreement, the 2002 Stock Option
Agreement, the 2000 Incentive Plan, and the SAI Plan are collectively referred
to herein as the "Plans".

      The Company will not receive any of the proceeds from sales of the Shares
by any of the Selling Stockholders. The Shares may be offered from time to time
by any or all of the Selling Stockholders (and their donees and pledgees)
through ordinary brokerage transactions, in negotiated transactions or in other
transactions, at such prices as he or she may determine, which may relate to
market prices prevailing at the time of sale or be a negotiated price. See "Plan
of Distribution." All costs, expenses and fees in connection with the
registration of the Shares will be borne by the Company. Brokerage commissions
and similar selling expenses, if any, attributable to the offer or sale of the
Shares will be borne by the Selling Stockholder (or their donees and pledgees).

      Each Selling Stockholder and any broker executing selling orders on behalf
of a Selling Stockholder may be deemed to be an "underwriter" as defined in the
Securities Act of 1933, as amended (the "Securities Act"). If any broker-dealers
are used to effect sales, any commissions paid to broker-dealers and, if
broker-dealers purchase any of the Shares as principals, any profits received by
such broker-dealers on the resale of the Shares, may be deemed to be
underwriting discounts or commissions under the Securities Act. In addition, any
profits realized by the Selling Stockholders may be deemed to be underwriting
commissions.

      Our common stock is quoted on the OTC Pink Sheets Electronic Quotation
Service under the symbol "CLRS.PK." On August 17, 2005, the average of the bid
and ask price of our common stock was $7.60 per share.

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

      See "Risk Factors" on page 3 hereof for a discussion of certain factors
that should be carefully considered by prospective purchasers.

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

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

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

                 The date of this prospectus is August 19, 2005.


                                       1
<PAGE>

      You should rely only on the information included in or incorporated by
reference into this prospectus or information we have referred to in this
prospectus. We have not authorized anyone to provide you with information that
is different. This prospectus may only be used where it is legal to sell these
securities. This prospectus is not an offer to sell, or a solicitation of an
offer to buy, in any state where the offer or sale is prohibited. The
information in this prospectus is accurate on the date of this prospectus and
may become obsolete later. Neither the delivery of this prospectus, nor any sale
made under this prospectus will, under any circumstances, imply that the
information in this prospectus is correct as of any date after the date of this
prospectus. References to "the Company," "Clarus," "we" or "us" refer to Clarus
Corporation.


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

RISK FACTORS.................................................................3

FORWARD-LOOKING STATEMENTS...................................................8

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................8

COMPANY OVERVIEW.............................................................10

USE OF PROCEEDS..............................................................11

SELLING STOCKHOLDERS.........................................................12

DESCRIPTION OF COMMON STOCK..................................................15

PLAN OF DISTRIBUTION.........................................................16

WHERE YOU CAN FIND MORE INFORMATION..........................................18

EXPERTS......................................................................18

LEGAL MATTERS................................................................19


                                       2
<PAGE>

                                  RISK FACTORS

      Prospective purchasers of the common stock should consider carefully the
following risk factors relating to the business of the Company, together with
the information and financial data set forth elsewhere in this prospectus or
incorporated herein by reference, prior to making an investment decision. This
prospectus contains forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. Such statements are
indicated by words or phrases such as "anticipate," "estimate," "project,"
"management believes," "we believe" and similar words or phrases. Such
statements are based on current expectations and are subject to risks,
uncertainties and assumptions. Certain of these risks are described below.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.

                             Risks Related To Clarus

We continue to incur operating losses.

      As a result of the sale of substantially all of our electronic commerce
business, we will no longer generate revenue previously associated with the
products and contracts comprising our electronic commerce business. We are not
profitable and have incurred an accumulated deficit of $280.6 million from our
inception through June 30, 2005. Our current ability to generate revenues and to
achieve profitability and positive cash flow will depend on our ability to
redeploy our assets and use our cash and cash equivalent assets to reposition
our business whether it is through a merger or acquisition. Our ability to
become profitable will depend, among other things, (i) on our success in
identifying and acquiring a new operating business, (ii) on our development of
new products or services relating to our new operating business, and (iii) on
our success in distributing and marketing our new products or services.

We may be unable to redeploy our assets successfully.

      As part of our strategy to limit operating losses and enable Clarus to
redeploy its assets and use its cash and cash equivalent assets to enhance
stockholder value, we have sold our electronic commerce business, which
represented substantially all of our revenue-generating operations and related
assets. We are pursuing a strategy of identifying suitable merger partners and
acquisition candidates that will serve as a platform company. Although we are
not targeting specific business industries for potential acquisitions, we plan
to seek businesses with cash flow, experienced management teams, and operations
in markets offering growth opportunities. We may not be successful in acquiring
such a business or in operating any business that we acquire. Failure to
redeploy successfully will result in our inability to become profitable.

      Any acquisitions that we attempt or complete may involve a number of
unique risks including: (i) executing successful due diligence; (ii) our
exposure to unforeseen liabilities of acquired companies; (iii) increased risk
of costly and time-consuming litigation, including stockholder lawsuits; and
(iv) our ability to integrate and absorb the acquired company successfully. We
may be unable to address these problems successfully. Moreover, our future
operating results will depend to a significant degree on our ability to manage
successfully operations while also controlling our expenses. In addition, if we
identify an appropriate acquisition opportunity, we may be unable to negotiate
favorable terms for that acquisition. We may be unable to select, manage or
absorb or integrate any future acquisitions successfully, particularly
acquisitions of large companies. Any acquisition, even if effectively
integrated, may not benefit our stockholders.

      We will incur significant costs in connection with our evaluation of
suitable merger partners and acquisition candidates.

      As part of our plan to redeploy our assets, our management is seeking,
analyzing and evaluating potential acquisition and merger candidates. We have
incurred and will continue to incur significant costs, such as due diligence and
legal expenses, as part of these redeployment efforts. For the year ended
December 31, 2004 and the six months ended June 30, 2005, we incurred
transaction related expenses of $1.6 million and $20,000, respectively.
Notwithstanding these efforts and expenditures, we cannot give any assurance
that we will identify an appropriate acquisition opportunity in the near term,
or at all. In addition, even if we successfully identify an appropriate
opportunity, we may be unable to negotiate favorable terms that results in our
consummation of that acquisition.


                                       3
<PAGE>

We will likely have no operating history in our new line of business, which is
yet to be determined, and therefore we will be subject to the risks inherent in
establishing a new business.

      We have not identified what our new line of business will be; therefore,
we cannot fully describe the specific risks presented by such business. It is
likely that we will have had no operating history in the new line of business
and it is possible that the target company may have a limited operating history
in its business. Accordingly, there can be no assurance that our future
operations will generate operating or net income, and as such our success will
be subject to the risks, expenses, problems and delays inherent in establishing
a new line of business for Clarus. The ultimate success of such new business
cannot be assured.

We may be unable to realize the benefits of our net operating loss ("NOL") and
tax credit carryforwards.

      NOLs may be carried forward to offset federal and state taxable income in
future years and eliminate income taxes otherwise payable on such taxable
income, subject to certain adjustments. Based on current federal corporate
income tax rates, our NOL and other carryforwards could provide a benefit to us,
if fully utilized, of significant future tax savings. However, our ability to
use these tax benefits in future years will depend upon the amount of our
otherwise taxable income. If we do not have sufficient taxable income in future
years to use the tax benefits before they expire, we will lose the benefit of
these NOL carryforwards permanently. Consequently, our ability to use the tax
benefits associated with our substantial NOL will depend significantly on our
success in identifying suitable merger partners and/or acquisition candidates,
and once identified, successfully consummate a merger with and/or acquisition of
these candidates.

      Additionally, if we underwent an ownership change, the NOL carryforward
limitations would impose an annual limit on the amount of the taxable income
that may be offset by our NOL generated prior to the ownership change. If an
ownership change were to occur, we may be unable to use a significant portion of
our NOL to offset taxable income. In general, an ownership change occurs when,
as of any testing date, the aggregate of the increase in percentage points of
the total amount of a corporation's stock owned by "5-percent stockholders"
within the meaning of the NOL carryforward limitations whose percentage
ownership of the stock has increased as of such date over the lowest percentage
of the stock owned by each such "5-percent stockholder" at any time during the
three-year period preceding such date is more than 50 percentage points. In
general, persons who own 5% or more of a corporation's stock are "5-percent
stockholders," and all other persons who own less than 5% of a corporation's
stock are treated, together, as a single, public group "5-percent stockholder,"
regardless of whether they own an aggregate of 5% of a corporation's stock.

      The amount of NOL and tax credit carryforwards that we have claimed has
not been audited or otherwise validated by the U.S. Internal Revenue Service.
The IRS could challenge our calculation of the amount of our NOL or our
determinations as to when a prior change in ownership occurred and other
provisions of the Internal Revenue Code, may limit our ability to carry forward
our NOL to offset taxable income in future years. If the IRS was successful with
respect to any such challenge, the potential tax benefit of the NOL
carryforwards to us could be substantially reduced.


                                       4
<PAGE>

Certain transfer restrictions implemented by us to preserve our NOL may not be
effective or may have some unintended negative effects.

      On July 24, 2003, at our Annual Meeting of Stockholders, our stockholders
approved an amendment (the "Amendment") to our Amended and Restated Certificate
of Incorporation to restrict certain acquisitions of our securities in order to
help assure the preservation of our NOL. The Amendment generally restricts
direct and indirect acquisitions of our equity securities if such acquisition
will affect the percentage of Clarus' capital stock that is treated as owned by
a "5-percent stockholder."

      Although the transfer restrictions imposed on our capital stock is
intended to reduce the likelihood of an impermissible ownership change, there is
no guarantee that such restrictions would prevent all transfers that would
result in an impermissible ownership change. The transfer restrictions also will
require any person attempting to acquire a significant interest in us to seek
the approval of our Board of Directors. This may have an "anti-takeover" effect
because our Board of Directors may be able to prevent any future takeover.
Similarly, any limits on the amount of capital stock that a stockholder may own
could have the effect of making it more difficult for stockholders to replace
current management. Additionally, because the transfer restrictions will have
the effect of restricting a stockholder's ability to dispose of or acquire our
common stock, the liquidity and market value of our common stock might suffer.

We could be required to register as an investment company under the Investment
Company Act of 1940, which could significantly limit our ability to operate and
acquire an established business.

      The Investment Company Act of 1940 (the "Investment Company Act") requires
registration, as an investment company, for companies that are engaged primarily
in the business of investing, reinvesting, owning, holding or trading
securities. We have sought to qualify for an exclusion from registration
including the exclusion available to a company that does not own "investment
securities" with a value exceeding 40% of the value of its total assets on an
unconsolidated basis, excluding government securities and cash items. This
exclusion, however, could be disadvantageous to us and/or our stockholders. If
we were unable to rely on an exclusion under the Investment Company Act and were
deemed to be an investment company under the Investment Company Act, we would be
forced to comply with substantive requirements of Investment Company Act,
including: (i) limitations on our ability to borrow; (ii) limitations on our
capital structure; (iii) restrictions on acquisitions of interests in associated
companies; (iv) prohibitions on transactions with affiliates; (v) restrictions
on specific investments; (vi) limitations on our ability to issue stock options;
and (vii) compliance with reporting, record keeping, voting, proxy disclosure
and other rules and regulations. Registration as an investment company would
subject us to restrictions that would significantly impair our ability to pursue
our fundamental business strategy of acquiring and operating an established
business. In the event the Commission or a court took the position that we were
an investment company, our failure to register as an investment company would
not only raise the possibility of an enforcement action by the Commission or an
adverse judgment by a court, but also could threaten the validity of corporate
actions and contracts entered into by us during the period we were deemed to be
an unregistered investment company. Moreover, the Commission could seek an
enforcement action against us to the extent we were not in compliance with the
Investment Company Act during any point in time.

For five years after the closing of the Asset Sale to Epicor, we will be
prohibited from competing with the assets sold to Epicor.

      The Noncompetition Agreement we entered into with Epicor provides that for
a period of five years after the closing of the Asset Sale (December 6, 2002),
neither we nor any of our affiliated entities are permitted, directly or
indirectly, anywhere in the world: (i) to engage in any business that competes
with the business of developing, marketing and supporting Internet-based
business-to-business, electronic commerce solutions that automate the
procurement, sourcing and settlement of goods and services including through the
eProcurement, Sourcing, View (for eProcurement), eTour (for eProcurement),
ClarusNET, and Settlement software products and all improvements and variations
of these products; (ii) to attempt to persuade any customer or vendor of Epicor
to cease to do business with Epicor or reduce the amount of business being
conducted with Epicor; (iii) to solicit the business of any customer or vendor
of Epicor, if the solicitation could cause a reduction in the amount of business
that Epicor does with the customer or vendor; or (iv) to hire, solicit for
employment or encourage to leave the employment of Epicor any person who was an
employee of Epicor within 90 days before the closing of the Asset Sale.


                                       5
<PAGE>

      The prohibitions contained in our Noncompetition Agreement with Epicor
will restrict the business opportunities available to us and therefore may have
a material adverse effect on our ability to successfully redeploy our remaining
assets.

                        RISKS RELATED TO OUR COMMON STOCK

Our common stock is no longer listed on the NASDAQ National Market.

      On October 5, 2004, our common stock was delisted from the Nasdaq National
Market. The delisting followed a determination by the Nasdaq Listing
Qualifications Panel that the Company was a "public shell" and should be
delisted due to policy concerns raised under Nasdaq Marketplace Rules 4300 and
4300(a)(3). Additional information concerning the delisting is set forth in the
Company's Report on Form 8-K filed with the Commission on October 4, 2004. The
Company's common stock is now quoted on the OTC Pink Sheets Electronic Quotation
Service under the symbol "CLRS.PK." As a result of the delisting, stockholders
may find it more difficult to dispose of, or to obtain accurate quotations as to
the price of, our common stock, the liquidity of our stock may be reduced,
making it difficult for a stockholder to buy or sell our stock at competitive
market prices or at all, we may lose support from institutional investors and/or
market makers that currently buy and sell our stock and the price of our common
stock could decline.

We are vulnerable to volatile market conditions.

      The market prices of our common stock have been highly volatile. The
market has from time to time experienced significant price and volume
fluctuations that are unrelated to the operating performance of particular
companies. Please see the table contained in Item 5 of Form 10-K for the year
ended December 31, 2004 which sets forth for the indicated periods, the high and
low closing sales prices for our common stock as reported by the NASDAQ prior to
October 5, 2004 and the range of high and low bids for our common stock as
reported by the OTC Bulletin Board or the OTC Pink Sheets Electronic Quotation
Service on and after October 5, 2004.

We do not expect to pay dividends on our common stock in the foreseeable future.

      Although our stockholders may receive dividends if, as and when declared
by our Board of Directors, we do not intend to pay dividends on our common stock
in the foreseeable future. Therefore, you should not purchase our common stock
if you need immediate or future income by way of dividends from your investment.

Our Amended and Restated Certificate of Incorporation authorizes the issuance of
shares of preferred stock.

      Our Amended and Restated Certificate of Incorporation provides that our
Board of Directors will be authorized to issue from time to time, without
further stockholder approval, up to 5,000,000 shares of preferred stock in one
or more series and to fix or alter the designations, preferences, rights and any
qualifications, limitations or restrictions of the shares of each series,
including the dividend rights, dividend rates, conversion rights, voting rights,
terms of redemption, including sinking fund provisions, redemption price or
prices, liquidation preferences and the number of shares constituting any series
or designations of any series. Such shares of preferred stock could have
preferences over our common stock with respect to dividends and liquidation
rights. We may issue additional preferred stock in ways, which may delay, defer
or prevent a change in control of Clarus without further action by our
stockholders. Such shares of preferred stock may be issued with voting rights
that may adversely affect the voting power of the holders of our common stock by
increasing the number of outstanding shares having voting rights, and by the
creation of class or series voting rights.


                                       6
<PAGE>

We may issue a substantial amount of our common stock in the future which could
cause dilution to new investors and otherwise adversely affect our stock price.

      A key element of our growth strategy is to make acquisitions. As part of
our acquisition strategy, we may issue additional shares of common stock as
consideration for such acquisitions. These issuances could be significant. To
the extent that we make acquisitions and issue our shares of common stock as
consideration, your equity interest in us will be diluted. Any such issuance
will also increase the number of outstanding shares of common stock that will be
eligible for sale in the future. Persons receiving shares of our common stock in
connection with these acquisitions may be more likely to sell off their common
stock, which may influence the price of our common stock. In addition, the
potential issuance of additional shares in connection with anticipated
acquisitions could lessen demand for our common stock and result in a lower
price than might otherwise be obtained. We may issue common stock in the future
for other purposes as well, including in connection with financings, for
compensation purposes, in connection with strategic transactions or for other
purposes.

FOR ALL OF THE FOREGOING REASONS AND OTHERS SET FORTH IN THIS PROSPECTUS, THE
SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THESE AND
OTHER FACTORS SET FORTH IN THIS PROSPECTUS. THE SECURITIES SHOULD BE PURCHASED
ONLY BY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT IN THE COMPANY.


                                       7
<PAGE>

                           FORWARD-LOOKING STATEMENTS

      This prospectus contains certain forward-looking statements, including
information about or related to our future results, certain projections 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. When
used in this prospectus, the words "estimate," "project," "intend," "believe,"
"expect" and similar expressions are intended to identify forward-looking
statements. Although we believe that our assumptions underlying the
forward-looking statements are reasonable, any or all of the assumptions could
prove inaccurate, and we may not realize the results contemplated by the
forward-looking statements. Management decisions are subjective in many respects
and susceptible to interpretations and periodic revisions based upon actual
experience and business developments, the impact of which may cause us to alter
our business strategy or capital expenditure plans that may, in turn, affect our
results of operations. In light of the significant uncertainties inherent in the
forward-looking information included in this prospectus, you should not regard
the inclusion of such information as our representation that we will achieve any
strategy, objectives or other plans. The forward-looking statements contained in
this prospectus speak only as of the date of this prospectus, and we have no
obligation to update publicly or revise any of these forward-looking statements.

      These and other statements, which are not historical facts, are based
largely upon our current expectations and assumptions and are subject to a
number of risks and uncertainties that could cause actual results to differ
materially from those contemplated by such forward-looking statements. These
risks and uncertainties include, among others, our planned effort to redeploy
our assets and use our cash and cash equivalent assets to enhance stockholder
value following the sale of substantially all of our electronic commerce
business, which represented substantially all of our revenue generating
operations and related assets, and the risks and uncertainties set forth in the
section headed "Risk Factors" of this prospectus. The Company cannot guarantee
its future performance.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), allows us to
"incorporate by reference" the documents we file with it, which means that we
can disclose important business, financial and other information to you in this
prospectus by referring you to the publicly filed documents containing this
information. The information incorporated by reference is deemed to be a part of
this prospectus, except for any information deemed furnished, superseded by
information contained in this prospectus or filed later by us with the
Commission. This prospectus incorporates by reference the documents set forth
below that we have previously filed with the Commission, which documents contain
important information about Clarus and our common stock:

      (a)   The Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 2004, filed pursuant to the Securities Exchange Act of
            1934;

      (b)   The Company's Annual Report on Form 10-K/A (Amendment No. 1) for the
            fiscal year ended December 31, 2004, filed pursuant to the Exchange
            Act;

      (c)   The Company's Quarterly Report on Form 10-Q for the quarterly period
            ended March 31, 2005, filed pursuant to the Exchange Act;

      (d)   The Company's Quarterly Report on Form 10-Q for the quarterly period
            ended June 30, 2005, filed pursuant to the Exchange Act;

      (e)   The Company's Current Report on Form 8-K, Date of Event - July 28,
            2005 filed on July 28, 2005, pursuant to the Exchange Act;


                                       8
<PAGE>

      (f)   The Company's Current Report on Form 8-K, Date of Event - June 21,
            2005 filed on June 27, 2005, pursuant to the Exchange Act;

      (g)   The Company's Current Report on Form 8-K, Date of Event - May 4,
            2005, filed on May 5, 2005, pursuant to the Exchange Act;

      (h)   The Company's Current Report on Form 8-K, Date of Event - April 11,
            2005, filed on April 13, 2005, pursuant to the Exchange Act;

      (i)   The Company's Current Report on Form 8-K, Date of Event - March 15,
            2005, filed on March 16, 2005, pursuant to the Exchange Act;

      (j)   Definitive Proxy Statement dated May 23, 2005, relating to the
            annual meeting of stockholders held on June 21, 2005; and

      (k)   The description of the Company's common stock, $.0001 par value,
            contained in the Company's Registration Statement on Form 8-A filed
            on May 18, 1998 pursuant to Section 12(g) of the Exchange Act,
            including any amendment or report filed for the purpose of updating
            such description.

      All of such documents are on file with the Commission. In addition, all
documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, subsequent to the date of this prospectus and prior to termination
of the offering are incorporated by reference in this prospectus and are a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained herein or in any subsequently filed document
that is also incorporated by reference herein modifies or replaces such
statement. Any statements so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.

      This prospectus incorporates herein by reference important business and
financial information about us that is not included in or delivered with this
prospectus. This information is available to you without charge upon written or
oral request. If you would like a copy of any of this information, please submit
your request to us at One Landmark Square, Stamford, Connecticut 06901,
Attention: Secretary, or call (203) 428-2000.

      You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. You should not assume
that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front page of those documents.


                                       9
<PAGE>

                                COMPANY OVERVIEW

      Clarus was formerly a provider of e-commerce business solutions until the
sale of substantially all of its operating assets in December 2002. We are
currently seeking to redeploy our cash and cash equivalent assets to enhance
stockholder value and are seeking, analyzing and evaluating potential
acquisition and merger candidates. We were incorporated in Delaware in 1991
under the name SQL Financials, Inc. In August 1998, we changed our name to
Clarus Corporation.

      At the 2002 annual meeting of our stockholders held on May 21, 2002,
Warren B. Kanders, Burtt R. Ehrlich and Nicholas Sokolow were elected by our
stockholders to serve on our Board of Directors. Under the leadership of these
new directors, our Board of Directors adopted a strategy of seeking to enhance
stockholder value by pursuing opportunities to redeploy our assets through an
acquisition of, or merger with, an operating business that will serve as a
platform company, using our cash, other non-operating assets (including, to the
extent available, our net operating loss carryforward) and our publicly-traded
stock to enhance future growth. The strategy also sought to reduce significantly
our cash expenditure rate by targeting, to the extent practicable, our overhead
expenses to the amount of our investment income until the completion of an
acquisition or merger. While the Company's expenses have been significantly
reduced, management currently believes that the Company's operating expenses
will exceed investment income during 2005.

      As part of our strategy to enhance stockholder value, on December 6, 2002,
we consummated the sale of substantially all of the assets of our electronic
commerce business, which represented substantially all of our revenue generating
operations and related assets, to Epicor Software Corporation ("Epicor"), a
Delaware corporation, for a purchase price of $1.0 million in cash (the "Asset
Sale"). Epicor is traded on the Nasdaq National Market under the symbol "EPIC."
The sale included licensing, support and maintenance activities from our
eProcurement, Sourcing, View (for eProcurement), eTour (for eProcurement),
ClarusNET, and Settlement software products, our customer lists, certain
contracts and certain intellectual property rights related to the purchased
assets, maintenance payments and certain furniture and equipment. In connection
with the sale, we entered into a Transition Services Agreement until March 31,
2003, that allowed Epicor to use a portion of our facility in Suwanee, Georgia
to operate the electronic commerce business that Epicor purchased in the Asset
Sale. Epicor agreed to assume certain of our liabilities, such as executory
obligations arising under certain contracts, agreements and commitments related
to the transferred assets. We remain responsible for all of our other
liabilities including liabilities under certain contracts, including any
violations of environmental laws and for our obligations related to any of our
indebtedness, employee benefit plans or taxes that are or were due and payable
in connection with the acquired assets on or before the closing date of the
Asset Sale.

      Upon the closing of the sale to Epicor, Warren B. Kanders assumed the
position of Executive Chairman of the Board of Directors, Stephen P. Jeffery
ceased to serve as Chief Executive Officer and Chairman of the Board, and James
J. McDevitt ceased to serve as Chief Financial Officer and Corporate Secretary.
Mr. Jeffery agreed to continue to serve on the Board of Directors and serve in a
consulting capacity for a period of three years. In addition, the Board of
Directors appointed Nigel P. Ekern as Chief Administrative Officer to oversee
the operations of Clarus and to assist with our asset redeployment strategy.

      On January 1, 2003, we sold the assets related to our Cashbook product,
which were excluded from the Epicor transaction, to an employee group
headquartered in Limerick, Ireland. This completed the sale of nearly all of our
active software operations as part of our strategy to limit operating losses and
enable us to reposition our business in order to enhance stockholder value. In
anticipation of the redeployment of our assets, our cash balances are being held
in short-term, highly rated instruments designed to preserve safety and
liquidity and to exempt us from registration as an investment company under the
Investment Company Act of 1940.


                                       10
<PAGE>

      We are currently working to identify suitable merger partners or
acquisition opportunities. Although we are not targeting specific industries for
potential acquisitions, we plan to seek businesses with substantial cash flow,
experienced management teams, and operations in markets offering substantial
growth opportunities. In addition, we believe that our common stock, which has a
strong institutional stockholder base, offers us flexibility as acquisition
currency and will enhance our attractiveness to potential merger or acquisition
candidates. This strategy is, however, subject to certain risks. See "Risk
Factors" above.

      At the Company's annual stockholders meeting on July 24, 2003, the
stockholders approved an amendment, (the "Amendment") to our Amended and
Restated Certificate of Incorporation to restrict certain acquisitions of
Clarus' securities in order to help assure the preservation of its net operating
loss tax carryforward ("NOL"). Although the transfer restrictions imposed on our
securities is intended to reduce the likelihood of an impermissible ownership
change, no assurance can be given that such restrictions would prevent all
transfers that would result in an impermissible ownership change. The Amendment
generally restricts and requires prior approval of our Board of Directors of
direct and indirect acquisitions of the Company's equity securities if such
acquisition will affect the percentage of our capital stock that is treated as
owned by a 5% stockholder. The restrictions will generally only affect persons
trying to acquire a significant interest in our common stock.

      Our principal executive offices are located at One Landmark Square,
Stamford, Connecticut 06901.

                                 USE OF PROCEEDS

      The Company will not realize any proceeds from the sale of the common
stock which may be sold pursuant to this prospectus for the respective accounts
of the Selling Stockholders. The Company, however, will derive proceeds from the
sale of stock to Selling Stockholders and upon the exercise of the options
granted to Selling Stockholders. All such proceeds will be available to the
Company for working capital and general corporate purposes. No assurances can be
given, however, as to when or if any or all of the options will be exercised.


                                       11
<PAGE>

                              SELLING STOCKHOLDERS

      This prospectus relates to Shares that are being registered for reoffers
and resales by Selling Stockholders who have acquired or may acquire Shares
pursuant to each of the Plans. The Selling Stockholders may resell any or all of
the Shares at any time they choose while this prospectus is effective.

      Executive officers and directors, their family members, trusts for their
benefit, or entities that they own, that acquire common stock under the Plans
may be added to the Selling Stockholder list below by a prospectus supplement
filed with the Commission. The number of Shares to be sold by any Selling
Stockholder under this prospectus also may be increased or decreased by a
prospectus supplement. Non-affiliates who purchased restricted securities, as
these terms are defined in rule 144(a) under the Securities Act, under any of
our employee benefit plans and who are not named below may use this prospectus
for the offer or sale of their common stock if they hold 1,000 shares or less.
Although a person's name is included in the table below, neither that person nor
we are making an admission that the named person is our "affiliate."

      Each of the Selling Stockholders is an employee or director of the
Company. The following table sets forth:

      o     the name and principal position or positions over the past three
            years with the Company of each Selling Stockholder;

      o     the number of shares of common stock each Selling Stockholder
            beneficially owned as of August 17, 2005;

      o     the number of shares of common stock acquired by each Selling
            Stockholder in connection with stock options and stock grants
            pursuant to the Plans and being registered under this Registration
            Statement, some or all of which shares may be sold pursuant to this
            prospectus; and

      o     the number of shares of common stock and the percentage, if 1% or
            more, of the total class of common stock outstanding to be
            beneficially owned by each Selling Stockholder following this
            offering, assuming the sale pursuant to this offering of all shares
            acquired by such Selling Stockholder in connection with grants
            pursuant the Plans and registered under this Registration Statement.

      There is no assurance that any of the Selling Stockholders will sell any
or all of the shares offered by them under this Registration Statement. The
address of each Selling Stockholder is c/o Clarus Corporation, One Landmark
Square, Stamford, Connecticut 06901.


                                       12
<PAGE>

<TABLE>
<CAPTION>
                                                                                     Number of        Percentage of
                                                     Number of                     Shares to be      Common Stock to
                                                       Shares                      Beneficially      be Beneficially
                              Relationship to       Beneficially   Shares to be     Owned After      Owned After the
Name of Seller                  the Company          Owned (1)       Sold (2)      the Offering(3)      Offering (1)
- --------------                  -----------          ---------       --------      ------------      -----------------
<S>                        <C>                     <C>               <C>             <C>                  <C>
Warren B. Kanders          Executive Chairman of   2,580,700 (4)     1,021,250       1,559,450            9.28%
                                the Board of
                                 Directors

Nigel P. Ekern              Chief Administrative     88,119 (5)       228,786            0                  *
                           Officer and Secretary

Burtt R. Ehrlich                  Director          137,250 (6)       81,250          76,000                *

Donald L. House                   Director          143,749 (7)       87,500          56,249                *

Nicholas Sokolow                  Director          212,600 (8)       81,250          151,350               *
</TABLE>

- ----------
*         Less than 1%

(1)   Based on 16,812,170 shares of common stock outstanding as of August 17,
      2005. As used in this table, a beneficial owner of a security includes any
      person who, directly or indirectly, through contract, arrangement,
      understanding, relationship or otherwise has or shares (a) the power to
      vote, or direct the voting of, such security or (b) investment power which
      includes the power to dispose, or to direct the disposition of, such
      security. In addition, a person is deemed to be the beneficial owner of a
      security if that person has the right to acquire beneficial ownership of
      such security within 60 days.

(2)   Represents the maximum number of Shares issued under each of the 2000
      Incentive Plan, the SAI Plan, the 2003 Restricted Stock Agreement and the
      2002 Stock Option Agreement that could be sold under this
      prospectus if the holder sold all of his or her Shares, exercised all of
      his or her options when vested and sold the underlying Shares. Does not
      constitute a commitment to sell any or all of the stated number of Shares.
      The number of Shares to be sold shall be determined from time to time by
      each Selling Stockholder in his or her discretion.

(3)   Assumes the sale of all Shares being registered by this prospectus.

(4)   The amount of securities reported as beneficially owned includes Mr.
      Kanders' options to purchase 421,250 shares of common stock that are
      presently exercisable or exercisable within the next 60 days. Includes
      500,000 unvested shares of restricted common stock, which have voting,
      dividend and other distribution rights. Excludes options to purchase
      600,000 shares of common stock that are presently unexercisable and
      unexercisable within the next 60 days.

(5)   The amount of securities reported as beneficially owned includes Mr.
      Ekern's options to purchase 86,667 shares of common stock that are
      presently exercisable or exercisable within the next 60 days. Excludes
      7,334 unvested shares of restricted common stock, which have no voting,
      dividend and other distribution rights. Excludes options to purchase
      133,333 shares of common stock that are presently unexercisable and
      unexercisable within the next 60 days.

(6)   The amount of securities reported as beneficially owned includes Mr.
      Ehrlich's options to purchase 61,250 shares of common stock that are
      presently exercisable or exercisable within the next 60 days and 13,000
      shares of common stock held by a trust for the benefit of Mr. Ehrlich's
      children. Excludes options to purchase 20,000 shares of common stock that
      are presently unexercisable and unexercisable within the next 60 days.

(7)   The amount of securities reported as beneficially owned includes Mr.
      House's options to purchase 75,000 shares of common stock that are
      presently exercisable or exercisable within the next 60 days. Excludes
      options to purchase 20,000 shares of common stock that are presently
      unexercisable and unexercisable within the next 60 days.

(8)   The amount of securities reported as beneficially owned includes Mr.
      Sokolow's options to purchase 61,250 shares of common stock that are
      presently exercisable or exercisable within the next 60 days. The amount
      of securities reported as beneficially owned also includes 151,350 shares
      of common stock held by ST Investors Fund, LLC, of which Mr. Sokolow is
      the Managing Member. Excludes options to purchase 20,000 shares of common
      stock that are presently unexercisable and unexercisable within the next
      60 days.


                                       13
<PAGE>

      The Company will supplement this prospectus from time to time as required
by the rules of the Commission to include certain information concerning the
security ownership of the Selling Stockholders or any new Selling Stockholders,
the number of shares offered for resale and the position, office or other
material relationship which a Selling Stockholder has had within the past three
years with the Company or any of its predecessors or affiliates.


                                       14
<PAGE>

                           DESCRIPTION OF COMMON STOCK

      The following description of our common stock does not purport to be
complete and is subject in all respects to applicable Delaware law and qualified
by reference to the provisions of our amended and restated certificate of
incorporation and amended and restated bylaws. Copies of our certificate of
incorporation and bylaws are incorporated by reference and will be sent to
stockholders upon request. See "Where Can You Find More Information."

Authorized Common Stock

      We have authorized 100,000,000 shares of our common stock, par value
$0.0001 per share. As of August 17, 2005, there were 16,812,170 shares of our
common stock outstanding.

Voting Rights

      The holders of our common stock are entitled to one vote for each share on
all matters voted on by our stockholders, including the election of directors.
No holders of our common stock have any right to cumulative voting.

Dividend Rights

      Subject to any preferential rights of any outstanding series of preferred
stock, created by our board of directors, the holders of our common stock will
be entitled to such dividends as may be declared from time to time by our board
of directors from funds available therefore. We currently do not and do not
intend to pay cash dividends on our common stock in the foreseeable future, and,
at this time, are restricted from doing so under the terms of our credit
facility and the indenture governing our senior subordinated notes.

Rights Upon Liquidation

      In the event of a liquidation, dissolution or winding up, the holders of
our common stock are entitled to share ratably in all assets remaining after
payment of liabilities and the liquidation value and other amounts owed to the
holders of our preferred stock.

Preemptive Rights

      Holders of our common stock have no preemptive rights or rights to convert
their shares of common stock into any other securities.

Other Rights

      There are no redemption or sinking fund provisions applicable to our
common stock.


                                       15
<PAGE>

                              PLAN OF DISTRIBUTION

      The Selling Stockholders, which as used herein includes donees, pledgees,
transferees or other successors-in-interest selling shares of our common stock
or interests in shares of our common stock received after the date of this
prospectus from a Selling Stockholder as a gift, pledge, partnership
distribution or other transfer, may, from time to time, sell, transfer or
otherwise dispose of any or all of their shares of our common stock or interests
in shares of our common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These dispositions
may be at fixed prices, at prevailing market prices at the time of sale, at
prices related to the prevailing market price, at varying prices determined at
the time of sale, or at negotiated prices.

      The Selling Stockholders may use any one or more of the following methods
when disposing of shares or interests therein:

      o     market transactions in accordance with the rules of the OTC Pink
            Sheets Electronic Quotation Service or any other available markets
            or exchanges;

      o     ordinary brokerage transactions and transactions in which the
            broker-dealer solicits purchasers;

      o     block trades in which the broker-dealer will attempt to sell the
            shares as agent, but may position and resell a portion of the block
            as principal to facilitate the transaction;

      o     purchases by a broker-dealer as principal and resale by the
            broker-dealer for its account;

      o     an exchange distribution in accordance with the rules of the
            applicable exchange;

      o     privately negotiated transactions;

      o     short sales entered into after the date of this prospectus;

      o     through the writing or settlement of options or other hedging
            transactions, whether through an options exchange or otherwise;

      o     distributions to the partners and/or members of the Selling
            Stockholders;

      o     redemptions or repurchases of interests owned by partners and/or
            members of the Selling Stockholders;

      o     broker-dealers may agree with the Selling Stockholders to sell a
            specified number of such shares at a stipulated price per share;

      o     a combination of any such methods of sale; and

      o     any other method permitted pursuant to applicable law.

      In connection with the sale of our common stock or interests therein, the
Selling Stockholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of our
common stock in the course of hedging the positions they assume with the selling
stockholders. The Selling Stockholders may also sell shares of our common stock
short and deliver these securities to close out their short positions, or loan
or pledge our common stock to broker-dealers that in turn may sell these
securities. The Selling Stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such
broker-dealer or other financial institution of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such
transaction).


                                       16
<PAGE>

      Short selling occurs when a person sells shares of stock which the person
does not yet own and promises to buy stock in the future to cover the sale. The
general objective of the person selling the shares short is to make a profit by
buying the shares later, at a lower price, to cover the sale. Significant
amounts of short selling, or the perception that a significant amount of short
sales could occur, could depress the market price of our common stock. In
contrast, purchases to cover a short position may have the effect of preventing
or retarding a decline in the market price of our common stock, and together
with the imposition of the penalty bid, may stabilize, maintain or otherwise
affect the market price of our common stock. As a result, the price of our
common stock may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued at any time.
These transactions may be effected on the OTC Pink Sheets Electronic Quotation
Service or any other available markets or exchanges.

      The aggregate proceeds to the Selling Stockholders from the sale of our
common stock offered by them will be the purchase price of our common stock less
discounts or commissions, if any. Each of the Selling Stockholders reserves the
right to accept and, together with their agents from time to time, to reject, in
whole or in part, any proposed purchase of our common stock to be made directly
or through agents. We will not receive any of the proceeds from this offering.

      The Selling Stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided that they meet the criteria and conform to the requirements of that
rule.

      The Selling Stockholders and any underwriters, broker-dealers or agents
that participate in the sale of our common stock or interests therein may be
"underwriters" within the meaning of Section 2(11) of the Securities Act. Any
discounts, commissions, concessions or profits they earn on any resale of the
shares may be underwriting discounts and commissions under the Securities Act.
Selling Stockholders who are "underwriters" within the meaning of Section 2(11)
of the Securities Act will be subject to the prospectus delivery requirements of
the Securities Act.

      To the extent required, the shares of our common stock to be sold, the
names of the Selling Stockholders, the respective purchase prices and public
offering prices, the names of any agents, dealers or underwriters, any
applicable commissions or discounts with respect to a particular offer will be
set forth in an accompanying prospectus supplement or, if appropriate, a
post-effective amendment to the registration statement that includes this
prospectus.

      In order to comply with the securities laws of some states, if applicable,
our common stock may be sold in these jurisdictions only through registered or
licensed brokers or dealers. In addition, in some states our common stock may
not be sold unless it has been registered or qualified for sale or an exemption
from registration or qualification requirements is available and is complied
with.

      We have advised the Selling Stockholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the Selling Stockholders and their affiliates.
In addition, we will make copies of this prospectus (as it may be supplemented
or amended from time to time) available to the Selling Stockholders for the
purpose of satisfying the prospectus delivery requirements of the Securities
Act. The Selling Stockholders may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act.


                                       17
<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

      We are subject to the informational requirements of the Exchange Act, and
in accordance therewith we are required to file periodic reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information filed by us can be inspected and copied at the
Commission's Public Reference Room located at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at the prescribed rates. The Commission also maintains a
site on the World Wide Web that contains reports, proxy and information
statements and other information regarding registrants that file electronically.
The address of such site is http://www.sec.gov. Please call 1-800-SEC-0330 for
further information on the operation of the Commission's Public Reference Room.

      Our common stock is quoted on the OTC Pink Sheets Electronic Quotation
Service under the symbol "CLRS.PK."

      With respect to our common stock, this prospectus omits certain
information that is contained in the registration statement on file with the
Commission, of which this prospectus is a part. For further information with
respect to us and our common stock, reference is made to the registration
statement, including the exhibits incorporated therein by reference or filed
therewith. Statements herein contained concerning the provisions of any document
are not necessarily complete and, in each instance, reference is made to the
copy of such document filed as an exhibit or incorporated by reference to the
registration statement. The registration statement and the exhibits may be
inspected without charge at the offices of the Commission or copies thereof
obtained at prescribed rates from the public reference section of the Commission
at the addresses set forth above.

      You should rely on the information contained in this prospectus and in the
registration statement as well as other information you deem relevant. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. This prospectus is an offer to sell, or a
solicitation of offers to buy, securities only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or any sale or exchange of securities, however, we have a duty
to update that information while this prospectus is in use by you where, among
other things, any facts or circumstances arise which, individually or in the
aggregate, represent a fundamental change in the information contained in this
prospectus or any material information with respect to the plan of distribution
was not previously disclosed in the prospectus or there is any material change
to such information in the prospectus. This prospectus does not offer to sell or
solicit any offer to buy any securities other than our common stock to which it
relates, nor does it offer to buy any of these securities in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction.

                                     EXPERTS

      The consolidated financial statements and schedule of Clarus Corporation
as of December 31, 2004 and 2003, and for each of the years in the three-year
period ended December 31, 2004, and management's assessment of the effectiveness
of internal control over financial reporting as of December 31, 2004, have been
incorporated by reference herein and in the Registration Statement in reliance
upon the reports of KPMG LLP, independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.


                                       18
<PAGE>

                                  LEGAL MATTERS

      The validity of the shares of Clarus common stock offered by this
prospectus will be passed upon by Kane Kessler, P.C., New York, New York, as
counsel to Clarus.


                                       19
<PAGE>

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

                               REOFFER PROSPECTUS

                               CLARUS CORPORATION

          1,500,036 Shares of Common Stock, par value $0.0001 per share

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

                                 August 19, 2005

No dealer,  salesperson or other person is authorized to give any information or
to represent anything not contained in this prospectus. You must not rely on any
unauthorized information or representations. This prospectus is an offer to sell
only  the  shares  offered  hereby,   but  only  under   circumstances   and  in
jurisdictions  where it is lawful to do so. The  information  contained  in this
prospectus is current only as of its date.

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


<PAGE>

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission (the
"Commission") by Clarus Corporation, a Delaware corporation (the "Company"), are
incorporated by reference into the Registration Statement:

      (a)   The Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 2004, filed pursuant to the Securities Exchange Act of
            1934 (the "Exchange Act");

      (b)   The Company's Annual Report on Form 10-K/A (Amendment No. 1) for the
            fiscal year ended December 31, 2004, filed pursuant to the Exchange
            Act;

      (c)   The Company's Quarterly Report on Form 10-Q for the quarterly period
            ended March 31, 2005, filed pursuant to the Exchange Act;

      (d)   The Company's Quarterly Report on Form 10-Q for the quarterly period
            ended June 30, 2005, filed pursuant to the Exchange Act;

      (e)   The Company's Current Report on Form 8-K, Date of Event - July 28,
            2005 filed on July 28, 2005, pursuant to the Exchange Act;

      (f)   The Company's Current Report on Form 8-K, Date of Event - June 21,
            2005 filed on June 27, 2005, pursuant to the Exchange Act;

      (g)   The Company's Current Report on Form 8-K, Date of Event - June 22,
            2005, filed on June 23, 2005, pursuant to the Exchange Act;

      (h)   The Company's Current Report on Form 8-K, Date of Event - May 4,
            2005, filed on May 5, 2005, pursuant to the Exchange Act;

      (i)   The Company's Current Report on Form 8-K, Date of Event - April 11,
            2005, filed on April 13, 2005, pursuant to the Exchange Act;

      (j)   The Company's Current Report on Form 8-K, Date of Event - March 15,
            2005, filed on March 16, 2005, pursuant to the Exchange Act;

      (k)   Definitive Proxy Statement dated May 23, 2005, relating to the
            annual meeting of stockholders held on June 21, 2005; and

      (l)   The description of the Company's common stock, $.0001 par value,
            contained in the Company's Registration Statement on Form 8-A filed
            pursuant to Section 12(g) of the Exchange Act, including any
            amendment or report filed for the purpose of updating such
            description.

      All of such documents are on file with the Commission. In addition, all
documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, subsequent to the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all the securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and are a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained herein or in any
subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.


                                      II-1
<PAGE>

Item 4. DESCRIPTION OF SECURITIES

      Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") makes provision for the indemnification of officers and directors of
corporations in terms sufficiently broad to indemnify our officers and directors
under certain circumstances from liabilities (including reimbursement of
expenses incurred) arising under the Securities Act.

      As permitted by the DGCL, our Amended and Restated Certificate of
Incorporation and our Amended and Restated Bylaws (collectively, the "Charter")
provide that, to the fullest extent permitted by the DGCL, no director shall be
liable to the Company or to its stockholders for monetary damages for breach of
his fiduciary duty as a director. Delaware law does not permit the elimination
of liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) in respect
of certain unlawful dividend payments or stock redemptions or repurchases or
(iv) for any transaction from which the director derives an improper personal
benefit. The effect of this provision in the Charter is to eliminate the rights
of the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director for breach
of fiduciary duty as a director thereof (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i)-(iv), inclusive, above. These provisions will not alter the
liability of directors under federal securities laws.

      Our Charter provides that we may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that he is or was a director, officer, employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful.


                                      II-2
<PAGE>

      Our Charter also provides that we may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted under similar
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Company unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine upon application that despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

      Our Charter also provides that to the extent a director or officer of the
Company has been successful in the defense of any action, suit or proceeding
referred to in the previous paragraphs or in the defense of any claim, issue, or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for in the Charter shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
Company may purchase and maintain insurance on behalf of a director or officer
of the Company against any liability asserted against him or incurred by him in
any such capacity or arising out of his status as such whether or not the
Company would have the power to indemnify him against such liabilities under the
provisions of Section 145 of the DGCL.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

      Certain restricted securities to be reoffered and resold pursuant to this
Registration Statement were issued under the Plans and in transactions exempt
from registration pursuant to Section 4(2) of the Securities Act.

Item 8. EXHIBITS

Exhibit No.          Description of Exhibits
- -----------          -----------------------

  4.1                Clarus Corporation 2005 Stock Incentive Plan (filed as
                     Appendix A to the Company's Proxy Statement dated May 23,
                     2005, filed with the Securities and Exchange Commission on
                     May 2, 2005).*

  4.2                Clarus Corporation Stock Incentive Plan (as amended and
                     restated effective as of June 13, 2000) (filed as Exhibit
                     99 to the Company's Registration Statement on Form S-8
                     (Registration Statement No. 333-42604), filed with the
                     Securities and Exchange Commission on July 31, 2000).*

  4.3                Stock Incentive Plan of Software Architects International,
                     Limited, as amended (filed as Exhibit 2.2 to the Company's
                     current report on Form 8-K filed with the Securities and
                     Exchange Commission on June 13, 2000).*

  4.4                2000 Declaration of Amendment to Software Architects
                     International Limited Stock Incentive Plan (filed as
                     Exhibit 2.3 to the Company's current report on Form 8-K
                     filed with the Securities and Exchange Commission on June
                     13, 2000).*


                                      II-3
<PAGE>

  4.5                Restricted Stock Agreement between Clarus Corporation and
                     Warren B. Kanders, dated April 11, 2003 (filed as Exhibit 1
                     to the Schedule 13D/A (File Number 005-54249) filed with
                     the Securities and Exchange Commission on April 17, 2003.*

  4.6                Stock Option Agreement between Clarus Corporation and
                     Warren B. Kanders, dated December 23, 2002. **

  5.1                Opinion of Kane Kessler, P.C. regarding the legality of the
                     securities being registered.**

  23.1               Consent of Kane Kessler, P.C. (included in Exhibit No. 5.1
                     to the Registration Statement).

  23.2               Consent of KPMG LLP.**

  24.1               Power of Attorney (included in the signature pages of this
                     Registration Statement).**

- ----------

  *                  Incorporated by reference.
  **                 Filed herewith.

Item 9. UNDERTAKINGS

      A.    The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
            the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the Registration Statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the Registration Statement;

                  (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the Registration
            Statement or any material change to such information in the
            Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

            (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                      II-4
<PAGE>

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

      C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


                                      II-5
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Stamford, State of Connecticut on this 19th day
of August, 2005.

                                       CLARUS CORPORATION

                                       By: /s/ Nigel P. Ekern
                                           -------------------------------------
                                           Name:  Nigel P. Ekern
                                           Title: Chief Administrative Officer
                                                   and Secretary


                                      II-6
<PAGE>

                                POWER OF ATTORNEY

      Each of the undersigned officers and directors of Clarus Corporation
hereby severally constitutes and appoints Warren B. Kanders and Nigel P. Ekern
as the attorney-in-fact for the undersigned, in any and all capacities, with
full power of substitution, to sign any and all pre- or post-effective
amendments to this Registration Statement, any subsequent Registration Statement
for the same offering which may be filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and any and all pre- or post-effective
amendments thereto, and to file the same with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature                   Title                              Date

/s/ Warren B. Kanders       Executive Chairman of the          August 19, 2005
- ---------------------       Board of Directors
Warren B. Kanders

/s/ Nigel P. Ekern          Chief Administrative Officer       August 19, 2005
- -------------------         (Principal Executive Officer)
Nigel P. Ekern


/s/ Susan Luckfield         Controller                         August 19, 2005
- -------------------         (Principal Financial Officer)
Susan Luckfield


/s/ Burtt R. Ehrlich        Director                           August 19, 2005
- --------------------
Burtt R. Ehrlich


/s/ Donald House            Director                           August 19, 2005
- ----------------
Donald House


/s/ Nicholas Sokolow        Director                           August 19, 2005
- --------------------
Nicholas Sokolow


                                      II-7
<PAGE>

                                  EXHIBIT INDEX

Item 8. EXHIBITS

Exhibit No.         Description of Exhibits
- -----------         -----------------------

  4.1               Clarus Corporation 2005 Stock Incentive Plan (filed as
                    Appendix A to the Registrant's Proxy Statement dated May 23,
                    2005, filed with the Securities and Exchange Commission on
                    May 2, 2005).*

  4.2               Clarus Corporation Stock Incentive Plan (as amended and
                    restated effective as of June 13, 2000) (filed as Exhibit 99
                    to the Registrant's Registration Statement on Form S-8
                    (Registration Statement No. 333-42604), filed with the
                    Securities and Exchange Commission on July 31, 2000).*

  4.3               Stock Incentive Plan of Software Architects International,
                    Limited, as amended (filed as Exhibit 2.2 to the Company's
                    current report on Form 8-K filed with the Securities and
                    Exchange Commission on June 13, 2000).*

  4.4               2000 Declaration of Amendment to Software Architects
                    International Limited Stock Incentive Plan (filed as Exhibit
                    2.3 to the Company's current report on Form 8-K filed with
                    the Securities and Exchange Commission on June 13, 2000).*

  4.5               Restricted Stock Agreement between Clarus Corporation and
                    Warren B. Kanders, dated April 11, 2003 (filed as Exhibit 1
                    to the Schedule 13D/A (File Number 005-54249 filed with the
                    Securities and Exchange Commission on April 17, 2003).*

  4.6               Stock Option Agreement between Clarus Corporation and Warren
                    B. Kanders, dated December 23, 2002. **

  5.1               Opinion of Kane Kessler, P.C. regarding the legality of the
                    securities being registered. **

  23.1              Consent of Kane Kessler, P.C. (included in Exhibit No. 5.1
                    to the Registration Statement).

  23.2              Consent of KPMG LLP. **

  24.1              Power of Attorney (included in the signature pages of this
                    Registration Statement). **

- ----------
  *                 Incorporated by reference.
  **                Filed herewith.


                                      II-8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>2
<FILENAME>v024334_ex4-6.txt
<TEXT>
                                                                     EXHIBIT 4.6
                               Clarus Corporation
                             Stock Option Agreement
                           Warren B. Kanders, Optionee

      Stock  Option  Agreement  (the  "Agreement")  made as of this  23rd day of
December,  2002,  by and between  Clarus  Corporation,  a Delaware  corporation,
having its principal office at One Pickwick Plaza, Greenwich,  Connecticut 06830
(the "Company"),  and Warren B. Kanders, an individual residing at Two Soundview
Drive, Greenwich, CT 06830 (the "Optionee").

      Whereas, the Optionee is a valued and trusted employee and director of the
Company and the Company  believes it to be in the best  interests of the Company
to secure the future  services of the Optionee by providing the Optionee with an
inducement to remain an employee  and/or a director of the Company or any of its
affiliates  or  subsidiaries  (each a  "Participating  Company") and through the
grant of an option to acquire an aggregate of 800,000  shares (the  "Shares") of
common stock (the "Common  Stock"),  par value $.0001 per share, of the Company.
Capitalized terms not defined herein shall have the meanings ascribed to them in
the Employment Agreement (the "Employment  Agreement"),  dated as of December 6,
2002, between the Company and the Optionee.

      Now, Therefore, the parties agree as follows:

      1. Option Grant and Exercise  Price.  Subject to the  provisions and terms
hereinafter set forth, the Company hereby grants to the Optionee, as of December
20, 2002 (the "Grant  Date"),  the right,  privilege  and option to purchase (a)
400,000 shares of Common Stock, having an exercise price of $7.50 per share (the
"$7.50  Option");  and (b) 400,000  shares of Common  Stock,  having an exercise
price of $10.00 per share (the "$10.00 Option",  together with the $7.50 Option,
the  "Option").  It is Not intended that the Option  evidenced by this Agreement
shall be an incentive stock option as defined in Section 422 of the United Sates
Internal  Revenue  Code of 1986,  as amended,  and any  regulations  promulgated
thereunder (the "Code").

      2. Exercise of Option. The term of the Option shall be for a period of ten
(10) years from the Grant Date and shall  expire  without  further  action being
taken at 5:00 p.m.,  New York time,  on December  20,  2012,  subject to earlier
termination as provided in Section 4 hereof (the "Expiration  Date"). The Option
may be exercised at any time, or from time to time, prior to the Expiration Date
as to any part or all of the  Shares  covered  by the  Option,  pursuant  to the
vesting schedules contained in Section 3.1 hereof;  provided,  however, that the
Option may not be exercised as to less than one hundred (100) shares,  unless it
is exercised as to all Shares as to which this Option is then exercisable.

      3. Vesting Schedule.

            3.1 (a) The Shares into which the $7.50 Option is exercisable  shall
vest in accordance with the following schedule:

<PAGE>

                                                        Number of
                  Vesting Date                       Shares Exercisable

                  December 20, 2003                   80,000 Shares
                  December 20, 2004                   80,000 Shares
                  December 20, 2005                   80,000 Shares
                  December 20, 2006                   80,000 Shares

            (b) The Shares  into which the $10.00  Option is  exercisable  shall
vest in accordance with the following schedule:

                                                         Number of
                  Vesting Date                       Shares Exercisable

                  December 20, 2003                    80,000 Shares
                  December 20, 2004                    80,000 Shares
                  December 20, 2005                    80,000 Shares
                  December 20, 2006                    80,000 Shares

            3.2  Notwithstanding  the foregoing or any contrary or  inconsistent
provision  of  this  Agreement,  the  Option  shall  vest  in  full  and  become
immediately exercisable,  not later than immediately prior to the effective date
of any Change in Control  (as such term is defined in the  Employment  Agreement
defined).  The Company  hereby  undertakes  to give the  Optionee  notice of any
Change of Control Event within five (5) days thereof.

            3.3  Notwithstanding  the vesting  schedule set forth in Section 3.1
hereof,  such vesting  schedule may be  accelerated by the Board of Directors or
the Compensation  Committee of the Board of Directors (the "Committee") in their
sole decision.

      4. Termination.

            4.1 Voluntary  Termination.  If Optionee voluntarily  terminates his
employment  with the Company,  then this Option,  to the extent (and only to the
extent) that it is vested in accordance  with the schedules set forth in Section
3.1 hereof on the date of  termination,  may be  exercised  by Optionee no later
than three (3) months after the date of termination,  or such longer time period
not exceeding five (5) years as may be determined by the  Committee,  but in any
event no later than the Expiration Date.

            4.2  Termination  Because of Death or  Disability.  If  Optionee  is
terminated  because  of  death  or  disability  (as  such  term  is  used in the
Employment  Agreement) of Optionee,  then this Option,  to the extent that it is
vested in  accordance  with the schedules set forth in Section 3.1 hereof on the
date  of  termination,  may  be  exercised  by  Optionee  (or  Optionee's  legal
representative  or  authorized  assignee) no later than twelve (12) months after
the date of termination (or such longer time period not exceeding five (5) years
as may be  determined  by the  Committee),  but in any  event no later  than the
Expiration Date.

<PAGE>

            4.3  Termination  for Cause. If the Optionee is terminated for cause
(as such term is used in the Employment  Agreement),  neither the Optionee,  nor
the  Optionee's  estate nor such other person who may then hold the Option shall
be entitled to exercise any Option with respect to any Shares whatsoever,  after
termination of service, whether or not after termination of service the Optionee
may receive  payment from the Company or any  subsidiary  for vacation  pay, for
services  rendered prior to  termination,  for services  rendered for the day on
which  termination  occurs,  for  salary  in lieu of  notice,  or for any  other
benefits. In making such determination, the Committee shall give the Optionee an
opportunity to present to the Committee  evidence on his behalf. For the purpose
of this  paragraph,  termination of service shall be deemed to occur on the date
when the Company  dispatches  notice or advice to the Optionee  that  Optionee's
service is terminated.

            4.4 Termination Without Cause. If the Optionee is terminated without
cause  (as such term is used in the  Employment  Agreement),  then any  unvested
portion of the Option shall immediately vest and become nonforfeitable.

            4.5 No Obligation to Employ.  Nothing in this Agreement shall confer
on Optionee any right to continue in the employ of, or other  relationship with,
the Company or any  subsidiary of the Company,  or limit in any way the right of
the  Company  or any  affiliate  or  subsidiary  of  the  Company  to  terminate
Optionee's  employment or other relationship at any time, with or without cause.
This Agreement does not constitute an employment  contract.  This Agreement does
not  guarantee  employment  for the length of time of the vesting  schedules set
forth in Section 3 hereof or for any portion thereof.

      5. Manner of Exercise.

            5.1 Stock  Option  Exercise  Agreement.  To  exercise  this  Option,
Optionee  (or in  the  case  of  exercise  after  Optionee's  death,  Optionee's
executor,  administrator,  heir or legatee,  as the case may be) must deliver to
the Company an executed  stock option  exercise  agreement in the form  attached
hereto as Exhibit A, or, at the Committee's sole discretion,  in such other form
as may be approved by the Company from time to time (the "Exercise  Agreement"),
which shall set forth, inter alia,  Optionee's election to exercise this Option,
the number of shares being purchased, any restrictions imposed on the Shares and
any representations,  warranties and agreements regarding Optionee's  investment
intent and access to  information  as may be  required  by the Company to comply
with applicable  securities laws. If someone other than Optionee  exercises this
Option, then such person must submit documentation  reasonably acceptable to the
Company that such person has the right to exercise this Option.

            5.2 Limitations on Exercise. This Option may not be exercised unless
such exercise is in compliance with all applicable  federal and state securities
laws, as they are in effect on the date of exercise.

            5.3 Payment.  The Exercise  Agreement  shall be  accompanied by full
payment of the applicable  exercise price (the "Exercise  Price") for the Shares
being purchased (a) in cash (by check), or (b) provided that a public market for
the Company's  stock exists and to the extent  permitted by applicable  law: (1)
through a "same day sale" commitment from Optionee and a broker-dealer that is a
member of the National  Association  of  Securities  Dealers (an "NASD  Dealer")
whereby  Optionee  irrevocably  elects to  exercise  this  Option  and to sell a
portion of the Shares so purchased to pay for the aggregate  Exercise  Price and
whereby  the NASD  Dealer  irrevocably  commits  upon  receipt of such Shares to
forward the aggregate  Exercise Price directly to the Company;  or (2) through a
"margin"   commitment  from  Optionee  and  an  NASD  Dealer  whereby   Optionee
irrevocably elects to exercise this Option and to pledge the Shares so purchased
to the NASD  Dealer in a margin  account  as  security  for a loan from the NASD
Dealer in the amount of the  aggregate  Exercise  Price,  and  whereby  the NASD
Dealer irrevocably  commits upon receipt of such Shares to forward the aggregate
Exercise Price directly to the Company. Notwithstanding the foregoing, the Board
of Directors or the Committee,  in their absolute discretion,  may allow for the
full payment of the aggregate  Exercise Price for the Shares being  purchased to
be made by any other method.

<PAGE>

            5.4 Tax  Withholding.  Prior  to the  issuance  of the  Shares  upon
exercise of this Option, Optionee must pay or provide for any applicable federal
or state  withholding  obligations  of the  Company.  If the  Committee  elects,
Optionee  may  provide for payment of  withholding  taxes upon  exercise of this
Option by  requesting  that the Company  retain  Shares with a fair market value
equal to the minimum amount of taxes required to be withheld.  In such case, the
Company  shall issue the net number of Shares to the Optionee by  deducting  the
Shares retained from the Shares issuable upon exercise.

            5.5 Issuance of Shares.  Provided  that the Exercise  Agreement  and
payment are in form and  substance  satisfactory  to the Company and counsel for
the  Company,  the  Company  shall  issue the Shares  registered  in the name of
Optionee,  Optionee's  authorized assignee,  or Optionee's legal representative,
and shall  deliver  certificates  representing  the Shares with the  appropriate
legends affixed thereto.

      6. Certain Adjustments.

            6.1 Assumption or  Replacement  of Options by Successor.  Subject to
the  provisions  of  Section  3.2  above,  if a Change in  Control  occurs,  the
successor  company  in any  Change in Control  (or the  Company,  if there is no
successor  company)  may, if approved  in writing by the  Committee  or Board of
Directors prior to any Change in Control,  (i) substitute  equivalent options or
provide  substantially  similar consideration to the Optionee as was provided to
stockholders  in such Change in Control  (after taking into account the existing
provisions  hereof),  or (ii)  issue,  in place of this  Option a  substantially
similar  option or  substantially  similar  other  securities  or  substantially
similar other property.

            6.2 Other Treatment.  Subject to the rights set forth in Section 3.2
(including  without  limitation the provisions for  acceleration  of vesting and
notice of a Change in Control) and the rights and  limitations set forth in this
Section  6, if a Change in  Control  occurs  or has  occurred,  any  outstanding
unexercised Options,  will be treated as provided in the applicable agreement or
plan of  merger,  consolidation,  dissolution,  liquidation,  or sale of  assets
constituting the Change in Control.

<PAGE>

            6.3  Adjustment  of  Shares.   In  the  event  that  the  number  of
outstanding  shares is  changed  by a stock  dividend,  recapitalization,  stock
split,  reverse  stock  split,  subdivision,  combination,  reclassification  or
similar change in the capital  structure of the Company  without  consideration,
then the Exercise Price of and number of Shares acquirable upon exercise of this
Option will be proportionately  adjusted,  subject to any required action by the
Board  or the  stockholders  of  the  Company  and  compliance  with  applicable
securities laws; provided, however, that fractions of a Share will not be issued
will be rounded to the nearest whole Share.

      7. Compliance With Laws and  Regulations.  The exercise of this Option and
the  issuance  and  transfer  of  Shares to the  Optionee  shall be  subject  to
compliance by the Company and Optionee with (i) all applicable  requirements  of
federal and state securities laws, (ii) all applicable requirements of any stock
exchange or quotation  system on which the Company's  Common Stock may be listed
or traded,  and (iii) any applicable policy of the Company regarding the trading
of  securities  of the Company,  each at the time of such issuance and transfer.
Optionee  understands  that the  Company is under no  obligation  to register or
qualify  the Shares  with the  Securities  and  Exchange  Commission,  any state
securities commission or any stock exchange to effect such compliance.

      8. Nontransferability of Option. This Option may not be transferred in any
manner other than by will or by the laws of descent and distribution. During the
lifetime  of  Optionee,  the  Option  shall  be  exercisable  only  by  Optionee
personally or by the Optionee's legal  representative.  The terms of this Option
shall be binding upon the executors,  administrators,  successors and assigns of
Optionee.

      9.  Privileges  of Stock  Ownership.  Optionee  shall  not have any of the
rights of a  stockholder  with respect to any Shares until the Shares are issued
to Optionee.

      10.  Interpretation.  Any dispute  regarding  the  interpretation  of this
Agreement  shall be  submitted by Optionee or the Company to the  Committee  for
review.  The  resolution of such a dispute by the  Committee  shall be final and
binding on the Company and Optionee.

      11. Entire Agreement. This Agreement and the Exercise Agreement constitute
the entire agreement and understanding of the parties hereto with respect to the
subject matter hereof and supersede all prior understandings and agreements with
respect to such subject matter.

      12.  Notices.  Any notice required to be given or delivered to the Company
under the terms of this  Agreement  shall be in  writing  and  addressed  to the
Corporate  Secretary  of the Company at its  principal  corporate  offices.  Any
notice  required to be given or  delivered  to Optionee  shall be in writing and
addressed to Optionee at the address indicated above or to such other address as
such  party may  designate  in  writing  from time to time to the  Company.  All
notices shall be deemed to have been given or delivered upon: personal delivery;
three  (3)  days  after  deposit  in the  United  States  mail by  certified  or
registered mail (return receipt  requested);  one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by facsimile.

<PAGE>

      13. Successors and Assigns. The Company may assign any of its rights under
this Agreement. This Agreement shall be binding upon and inure to the benefit of
the  successors  and  assigns of the  Company.  Subject to the  restrictions  on
transfer set forth  herein,  this  Agreement  shall be binding upon Optionee and
Optionee's heirs, executors, administrators,  legal representatives,  successors
and assigns.

      14.  Governing Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of New York, applicable to agreements made
and to be  performed  entirely  within such state,  other than  conflict of laws
principles  thereof  directing the application of any law other than that of New
York.

      15. Tax Consequences.  Optionee acknowledges that there may be adverse tax
consequences  upon exercise of this Option or disposition of the Shares and that
the Company has advised Optionee to consult a tax advisor prior to such exercise
or disposition.

      16. Covenants of the Optionee

            The  Optionee  agrees  (and for any heir,  executor,  administrator,
legal  representative,  successor,  or assignee of Optionee hereby agrees), as a
condition upon exercise of the Option granted hereunder:

            (a) Upon the  request  of the  Company,  to  execute  and  deliver a
certificate,  in form  satisfactory  to the Company,  certifying that the Shares
being acquired upon exercise of the Option are for such person's own account for
investment  only and not with any view to or  present  intention  to  resell  or
distribute the same.  The Optionee  hereby agrees that the Company shall have no
obligation to deliver the Shares issuable upon exercise of the Option unless and
until such  certificate  shall be executed  and  delivered to the Company by the
Optionee or any successor.

            (b) Upon the  request  of the  Company,  to  execute  and  deliver a
certificate, in form satisfactory to the Company, certifying that any subsequent
resale or distribution of the Shares by the Optionee shall be made only pursuant
to  either  (i) a  Registration  Statement  on an  appropriate  form  under  the
Securities Act of 1933, as amended (the "Securities  Act"),  which  Registration
Statement  has become  effective  and is current with regard to the Shares being
sold, or (ii) a specific  exemption from the  registration  requirements  of the
Securities Act, but in claiming such exemption the Optionee shall,  prior to any
offer of sale or sale of such Shares,  obtain a prior favorable  written opinion
of counsel, in form and substance satisfactory to counsel for the Company, as to
the application of such exemption thereto. The foregoing  restriction  contained
in this subparagraph (b) shall not apply to (x) issuances by the Company so long
as the  Shares  being  issued  are  registered  under the  Securities  Act and a
prospectus  in respect  thereof is  current,  or (y)  re-offerings  of Shares by
Affiliates  of the  Company  (as  defined in Rule 405 or any  successor  rule or
regulation  promulgated under the Securities Act) if the Shares being re-offered
are registered  under the Securities Act and a prospectus in respect  thereof is
current.

<PAGE>

            (c) That  certificates  evidencing Shares purchased upon exercise of
the Option shall bear a legend, in form satisfactory to counsel for the Company,
manifesting  the  investment  intent and  resale  restrictions  of the  Optionee
described in this Section.

            (c) That upon exercise of the Option granted hereby, or upon sale of
the  Shares  purchased  upon  exercise  of the  Option,  as the case may be, the
Company shall have the right to require the Optionee to remit to the Company, or
in lieu thereof,  the Company may deduct, an amount of shares or cash sufficient
to satisfy federal,  state or local withholding tax requirements,  if any, prior
to  the  delivery  of  any  certificate  for  such  Shares  or  thereafter,   as
appropriate.

      17. Obligations of the Company

            17.1  Upon the  exercise  of this  Option  in whole or in part,  the
Company  shall cause the  purchased  Shares to be issued only when it shall have
received the payment of the  aggregate  Exercise  Price in  accordance  with the
terms of this Agreement.

            17.2 The Company shall cause certificates for the Shares as to which
the Option shall have been  exercised to be registered in the name of the person
or persons  exercising the Option,  which certificates shall be delivered by the
Company to the Optionee only against payment of the aggregate  Exercise Price in
accordance  with the  terms of this  Agreement  for the  portion  of the  Option
exercised.

            17.3 In the event that the Optionee  shall exercise this Option with
respect  to less than all of the Shares of Common  Stock  that may be  purchased
under the terms  hereof,  the Company  shall issue to the Optionee a new Option,
duly executed by the Company and the Optionee,  in form and substance  identical
to this Option, for the balance of Shares of Common Stock then issuable pursuant
to the terms of this Option.

            17.4  Notwithstanding  anything to the  contrary  contained  herein,
neither  the  Company  nor its  transfer  agent  shall be  required to issue any
fraction  of a Share of Common  Stock in  connection  with the  exercise of this
Option, and the Company shall, upon exercise of this Option in whole or in part,
issue the largest number of whole Shares of Common Stock to which this Option is
entitled upon such full or partial exercise and shall return to the Optionee the
amount of the  aggregate  Exercise  Price paid by the Optionee in respect of any
fractional Share.

            17.5 The  Company  may  endorse  such  legend  or  legends  upon the
certificates  for Shares  issued to the Optionee  pursuant  hereto and may issue
such  "stop  transfer"  instructions  to its  transfer  agent in respect of such
Shares as, in its  discretion,  it determines to be necessary or appropriate to:
(i) prevent a violation of, or to perfect an exemption  from,  the  registration
requirements of the Securities Act; (ii) implement the provisions hereof and any
agreement between the Company and the Optionee with respect to such Shares.

            17.6 The Company shall pay all issue or transfer  taxes with respect
to the issuance or transfer of Shares to the  Optionee,  as well as all fees and
expenses necessarily incurred by the Company in connection with such issuance or
transfer,  except fees and expenses which may be  necessitated  by the filing or
amending of a Registration  Statement  under the Securities  Act, which fees and
expenses  shall be borne by the  Optionee,  unless such  Registration  Statement
under the  Securities  Act has been filed by the Company  for its own  corporate
purposes (and the Company so states) in which event the Optionee shall bear only
such fees and expenses as are attributable solely to the inclusion of the Shares
he or she receives in the Registration Statement.

<PAGE>

            17.7 All  Shares  issued  following  exercise  of the Option and the
payment of the aggregate  Exercise  Price in  accordance  with the terms of this
Agreement  therefor  shall  be  fully  paid  and  non-assessable  to the  extent
permitted by law.

      18. Miscellaneous

            18.1 If the Optionee  loses this Agreement  representing  the Option
granted  hereunder,  or if this  Agreement is stolen or  destroyed,  the Company
shall,  subject to such reasonable terms as to indemnity as the Committee in its
sole discretion  shall require,  enter into a new option  agreement  pursuant to
which the Company shall issue a new Option,  in form and substance  identical to
this Option,  and in substitution  for, the Option so lost, stolen or destroyed,
and in the event this Agreement representing the Option shall be mutilated,  the
Company  shall,  upon the surrender  hereof,  enter into a new option  agreement
pursuant to which the Company  shall issue a new Option,  in form and  substance
identical to this Option, and in substitution for, the Option so mutilated.

            18.2 This Agreement cannot be amended,  supplemented or changed, and
no  provision  hereof  can be  waived,  except  by a written  instrument  making
specific  reference  to this  Agreement  and  signed by the party  against  whom
enforcement of any such amendment, supplement, modification or waiver is sought.
A waiver of any right  derived  hereunder by the Optionee  shall not be deemed a
waiver of any other right derived hereunder.

            18.3 This  Agreement may be executed in any number of  counterparts,
but all counterparts will together constitute but one agreement.

            18.4 Any dispute  regarding  the  interpretation  of this  Agreement
shall be submitted by Optionee or the Company to the Committee  for review.  The
resolution of such a dispute by the Committee  shall be final and binding on the
Company and Optionee.

                            [Signature Page Follows:]

<PAGE>

      In Witness  Whereof,  the Company has caused this Agreement to be executed
in duplicate by its duly  authorized  representative,  and Optionee has executed
this Agreement in duplicate as of the Grant Date.

                                       Clarus Corporation

                                       By: /s/ Nigel P. Ekern
                                           ------------------
                                           Name:  Nigel P. Ekern
                                           Title: Chief Administrative Officer

                                       /s/ Warren B. Kanders
                                       ---------------------
                                       Warren B. Kanders, Optionee

<PAGE>

                                    EXHIBIT A

                               CLARUS CORPORATION
                         STOCK OPTION EXERCISE AGREEMENT

      I hereby  elect to purchase the number of shares of Common Stock of Clarus
Corporation (the "Company") as set forth below:

Optionee                            _________________________________________
Social Security Number:             _________________________________________
Address:                            _________________________________________

Number of Shares Purchased:         _________________________________________
Exercise Price per Share:           _________________________________________
Aggregate Exercise Price:           _________________________________________
Date of Option:                     _________________________________________
Exact Name of Title to Shares:      _________________________________________

1.  DELIVERY  OF EXERCISE  PRICE.  Optionee  hereby  delivers to the Company the
Aggregate  Exercise Price, to the extent  permitted in the Option Agreement (the
"Option Agreement"), as follows (check as applicable and complete):

|_| in cash (by check) in the amount of $_____________________;

|_| by  cancellation of indebtedness of the Company to Optionee in the amount of
$___________________________________;

|_| by delivery of ______________________________  fully-paid, nonassessable and
vested  shares of the Common Stock of the Company owned by Optionee for at least
six (6) months prior to the date hereof (and which have been paid for within the
meaning of SEC Rule 144), or obtained by Optionee in the open public market, and
owned free and clear of all liens,  claims,  encumbrances or security interests,
valued at the current Fair Market Value of $____________________ per share;

[  ]  by   tender   of  a   promissory   note  in  the   principal   amount   of
$________________________,  secured by a Pledge  Agreement of even date herewith
(the par value of the Shares is tendered in cash (or by check));

|_| by the waiver hereby of compensation due or accrued to Optionee for services
rendered in the amount of $------------------------------------ ;

|_| through a "same-day-sale" commitment,  delivered herewith, from Optionee and
the     NASD     Dealer     named     therein,      in     the     amount     of
$_______________________________; or

<PAGE>

|_| through a "margin" commitment, delivered herewith from Optionee and the NASD
Dealer        named        therein,        in        the        amount        of
$_________________________________________.

2. MARKET  STANDOFF  AGREEMENT.  Optionee,  if  requested  by the Company and an
underwriter of Common Stock (or other securities) of the Company,  agrees not to
sell or otherwise  transfer or dispose of any Common Stock (or other securities)
of the Company  held by Optionee  during the period  requested  by the  managing
underwriter  following the  effective  date of a  registration  statement of the
Company filed under the Securities Act, provided that all officers and directors
of the  Company  are also  requested  to enter  into  similar  agreements.  Such
agreement  shall be in writing in a form  satisfactory  to the  Company and such
underwriter. The Company is hereby entitled to impose stop-transfer instructions
with  respect  to the  shares (or other  securities)  subject  to the  foregoing
restriction until the end of such period.

3. TAX CONSEQUENCES.  OPTIONEE  UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX
CONSEQUENCES  AS A RESULT OF OPTIONEE'S  PURCHASE OR  DISPOSITION OF THE SHARES.
OPTIONEE  REPRESENTS  THAT  OPTIONEE HAS  CONSULTED  WITH ANY TAX  CONSULTANT(S)
OPTIONEE DEEMS  ADVISABLE IN CONNECTION  WITH THE PURCHASE OR DISPOSITION OF THE
SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

4. ENTIRE AGREEMENT. The Option Agreement is incorporated herein by reference.
This Exercise Agreement and the Option Agreement constitute the entire agreement
and understanding of the parties and supersede in their entirety all prior
understandings and agreements of the Company and Optionee with respect to the
subject matter hereof, and are governed by New York law applicable to contracts
executed and to be fully performed therein, other than conflict of laws
principles thereof directing the application of any law other than that of New
York.

Date: _________________________             _________________________________
                                                  SIGNATURE OF OPTIONEE

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>v024334_ex5-1.txt
<TEXT>
                                                                     EXHIBIT 5.1

                               KANE KESSLER, P.C.
                           1350 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10019-4896
                                 (212) 541-6222

                                                                 August 19, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

      Re:   Clarus Corporation
            Registration Statement on Form S-8

Gentlemen:

      We have  acted as  special  counsel  to  Clarus  Corporation,  a  Delaware
corporation   (the   "Company"),   in  connection  with  the  preparation  of  a
Registration Statement on Form S-8 (the "Registration  Statement") pertaining to
the registration by the Company under the Securities Act of 1933, as amended, of
an aggregate of 4,100,000  shares (the  "Shares") of the Company's  common stock
(the "Common Stock"), $0.0001 par value per share, pursuant to (i) the Company's
2005 Stock Incentive Plan (the "2005 Incentive Plan"); (ii) the Restricted Stock
Agreement  between the Company and Warren B. Kanders,  dated April 11, 2003 (the
"2003 Restricted Stock Agreement"); and (iii) the Stock Option Agreement between
the  Company and Warren B.  Kanders,  dated  December  23, 2002 (the "2002 Stock
Option  Agreement").  The 2005 Incentive Plan, 2003 Restricted  Stock Agreement,
and the 2002 Stock Option Agreement are  collectively  referred to herein as the
"Plans".

      We have made such legal and factual examinations and inquiries,  including
an examination of originals or copies  certified or otherwise  identified to our
satisfaction of such documents,  corporate  records and instruments,  as we have
deemed   necessary  or  appropriate  for  purposes  of  this  opinion.   In  our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents  submitted to us as originals,  and the conformity to authentic
original documents of all documents submitted to us as copies.

      We have relied, without independent investigation, upon a certificate from
the  Company's  Chief  Administrative  Officer as to certain  factual  and other
matters  including  that the number of shares which the Company is authorized to
issue in its Certificate of Incorporation,  as amended,  exceeds by at least the
number of shares which may be issued in  connection  with the Plans,  the sum of
(i) the number of shares of the  Company's  Common Stock  outstanding,  (ii) the
number of shares of the  Company's  Common  Stock held as treasury  shares,  and
(iii) the number of shares of the  Company's  Common  Stock which the Company is
obligated to issue (or has  otherwise  reserved for issuance for any  purposes),
and we have assumed for purposes of our opinion  herein that such condition will
remain true at all future times  relevant to this opinion.  We have also assumed
that the  Company  will cause  certificates  representing  Shares  issued in the
future to be properly  executed and  delivered  and will take all other  actions
appropriate for the due and proper issuance of such Shares.  We have assumed for
purposes  of this  opinion  that  options  issued  under the  Plans,  the Shares
issuable upon  exercise of such options and Shares  issued  pursuant to the 2003
Restricted Stock Agreement have been duly authorized by all necessary  corporate
action on the part of the  Company  and such  options  and Shares of  restricted
stock have been duly  authorized  and  granted  under the  Plans.  We express no
opinion regarding any shares reacquired by the Company after initial issuance.

<PAGE>

      We are members of the Bar of the State of New York and are not admitted to
practice law in any other  jurisdiction.  We do not hold  ourselves out as being
conversant  with,  and  express no  opinion as to, the laws of any  jurisdiction
other than the laws of the State of New York, the General Corporation Law of the
State of Delaware, and laws of the United States of America.

      Subject to the limitations  stated in this letter,  and subject further to
the following limitations,  it is our opinion that the Shares issued or issuable
by the Company, under and in accordance with all of the provisions of the Plans,
will,  upon  delivery  thereof and  receipt by the  Company of all and  adequate
consideration owed to the Company therefor (assuming such consideration  exceeds
the par value therefor), be validly issued, fully paid and non-assessable.

      The  foregoing  assumes that the  aforesaid  Registration  Statement  will
become and remain effective under the Securities Act of 1933, as amended,  prior
to any offering of the Shares pursuant to the terms thereof and will be amended,
as  appropriate,  and that there will be compliance  with all  applicable  state
securities laws in connection with the offering of such  securities,  as well as
compliance  with  the  terms  of the  offering  set  forth  in the  Registration
Statement.

      This  opinion is  rendered  solely for your  benefit and may not be relied
upon by any other  person or entity.  This  opinion is provided to you as of the
date hereof.  We undertake no, and hereby  disclaim any obligation to advise you
of any change in any matter set forth herein. Without our prior written consent,
this opinion may not be quoted in whole or in part or  otherwise  referred to in
any report or document furnished to any person or entity.

      We consent to the filing of this letter as an exhibit to the  Registration
Statement.  In giving this  consent,  we do not thereby admit that we are within
the  category  of persons  whose  consent  is  required  under  Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission thereunder.

                                       Very truly yours,

                                       KANE KESSLER, P.C.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>v024334_ex23-1.txt
<TEXT>
                                                                    EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Clarus Corporation

We consent to the use of our reports dated March 14, 2005, with respect to the
consolidated balance sheets of Clarus Corporation as of December 31, 2004 and
2003, and the related consolidated statements of operations, stockholders'
equity and comprehensive loss and cash flows for each of the years in the
three-year period ended December 31, 2004, and related financial statement
schedule, management's assessment of the effectiveness of internal control over
financial reporting as of December 31, 2004, and the effectiveness of internal
control over financial reporting as of December 31, 2004, incorporated herein by
reference and to the reference to our firm under the heading "Experts" in the
prospectus.

/s/ KPMG LLP

Stamford, Connecticut
August 17, 2005

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