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<SEC-DOCUMENT>0001144204-06-017772.txt : 20060501
<SEC-HEADER>0001144204-06-017772.hdr.sgml : 20060501
<ACCEPTANCE-DATETIME>20060501162234
ACCESSION NUMBER:		0001144204-06-017772
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20060622
FILED AS OF DATE:		20060501
DATE AS OF CHANGE:		20060501
EFFECTIVENESS DATE:		20060501

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:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24277
		FILM NUMBER:		06795370

	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>DEF 14A
<SEQUENCE>1
<FILENAME>v041544_def14a.txt
<TEXT>

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

                            SCHEDULE 14A Information

                  Proxy Statement Pursuant to Section 14(a) of
                       the Securities Exchange Act of 1934

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_|   Preliminary Proxy Statement
|_|   Confidential, for Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2))
|X|   Definitive Proxy Statement
|_|   Definitive Additional Materials
|_|   Soliciting Material Pursuant to ss.240.14a-12

                               Clarus Corporation
                (Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_|   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
      (1) Title of each class of securities to which transaction applies:
      (2) Aggregate number of securities to which transaction applies:
      (3) Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):
      (4) Proposed maximum aggregate value of transaction:
      (5) Total fee paid:
|_|   Fee paid previously with preliminary materials.
|_|   Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
      paid previously. Identify the previous filing by registration statement
      number, or the Form or Schedule and the date of its filing.
      (1) Amount Previously Paid:

      (2) Form, Schedule or Registration Statement No.:

      (3) Filing Party:

      (4) Date Filed:

<PAGE>

                               CLARUS CORPORATION
                               One Landmark Square
                           Stamford, Connecticut 06901

                                  May 17, 2006

To Our Stockholders:

      On behalf of the Board of  Directors  of Clarus  Corporation,  I cordially
invite you to attend the Annual Meeting of  Stockholders to be held on Thursday,
June 22, 2006, at 10:30 a.m., Eastern Daylight Time, at our principal  executive
offices located at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901.

      The  accompanying  Notice of Meeting and Proxy Statement cover the details
of the matters to be presented.

      A copy of the 2005 Annual Report is included in this mailing.

Regardless of whether you plan to attend the annual meeting,  I urge you to vote
by completing  and returning  your proxy card as soon as possible.  Your vote is
important.  Returning  your proxy card will  ensure that your vote is counted if
you later decide not to attend the annual meeting.

                                             Cordially,

                                             CLARUS CORPORATION

                                             Warren B. Kanders
                                             Executive Chairman of the Board of
                                             Directors

<PAGE>

                               CLARUS CORPORATION

                    Notice of Annual Meeting of Stockholders
                            To Be Held June 22, 2006

To Our Stockholders:

      You are cordially  invited to attend the Annual  Meeting of  Stockholders,
and any adjournments or postponements thereof, of Clarus Corporation, which will
be held  Thursday,  June 22, 2006, at 10:30 a.m.  Eastern  Daylight Time, at our
principal  executive  offices  located  at  One  Landmark  Square,  22nd  Floor,
Stamford, Connecticut 06901, for the following purposes:

            1. To elect four  members to serve on the Board of  Directors  until
      the next Annual  Meeting of  Stockholders  and until their  successors are
      duly elected and qualified (Proposal 1);

            2. To transact such other business as may properly be brought before
      the meeting including proposals to adjourn or postpone the meeting.

      Stockholders  of  record  at the  close of  business  on May 10,  2006 are
entitled to notice of and to vote at the meeting.

Your vote is important.  Please sign and date the enclosed proxy card and return
it promptly in the enclosed return envelope, whether or not you expect to attend
the annual  meeting.  Returning  your proxy card will  ensure  that your vote is
counted if you later decide not to attend the annual meeting.

                                              By order of the Board of Directors

                                              Nigel P. Ekern

                                              Secretary
May 17, 2006

<PAGE>



                               CLARUS CORPORATION
                               One Landmark Square
                           Stamford, Connecticut 06901

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

                                 PROXY STATEMENT
                              --------------------

                         ANNUAL MEETING OF STOCKHOLDERS

                                  TO BE HELD ON

                                  June 22, 2006

                                  INTRODUCTION

Proxy Solicitation And General Information

      This Proxy  Statement  and the  enclosed  form of proxy  card (the  "Proxy
Card") are being furnished to the holders of common stock,  par value $.0001 per
share,  of Clarus  Corporation,  a  Delaware  corporation  (which  is  sometimes
referred to in this Proxy  Statement as "Clarus," the "Company,"  "we," "our" or
"us"), in connection with the  solicitation of proxies by our Board of Directors
for use at the Annual Meeting of Stockholders  to be held on Thursday,  June 22,
2006, at 10:30 a.m.  Eastern Daylight Time, at our principal  executive  offices
located at One Landmark Square, 22nd Floor, Stamford,  Connecticut 06901, and at
any  adjournments or postponements  thereof.  This Proxy Statement and the Proxy
Card are first being sent to stockholders on or about May 17, 2006.

      At the meeting, stockholders will be asked:

            1. To elect four  members to serve on the Board of  Directors  until
      the next Annual  Meeting of  Stockholders  and until their  successors are
      duly elected and qualified (Proposal 1);

            2. To transact such other business as may properly be brought before
      the meeting including proposals to adjourn or postpone the meeting.

      The Board of Directors  has fixed the close of business on May 10, 2006 as
the record date for the determination of stockholders  entitled to notice of and
to vote at the meeting.  Each such  stockholder will be entitled to one vote for
each share of common  stock held on all  matters to come  before the meeting and
may vote in person or by proxy authorized in writing.

      Stockholders are requested to complete, sign, date and promptly return the
enclosed Proxy Card in the enclosed envelope. Proxy Cards which are not revoked
will be voted at the meeting in accordance with instructions contained therein.
If the Proxy Card is signed and returned without instructions, the shares will
be voted FOR the election of each nominee for director named in this Proxy
Statement (Proposal 1). A stockholder who so desires may revoke his previously
submitted Proxy Card at any time before it is voted at the meeting by: (i)
delivering written notice to us at Clarus Corporation, One Landmark Square, 22nd
Floor, Stamford, Connecticut 06901 attention Nigel P. Ekern, Secretary; (ii)
duly executing and delivering a Proxy Card bearing a later date; or (iii)
casting a ballot at the meeting. Attendance at the meeting will not in and of
itself constitute a revocation of a Proxy Card.

<PAGE>

      The Board of  Directors  knows of no other  matters that are to be brought
before the  meeting  other than as set forth in the  Notice of  Meeting.  If any
other  matters  properly  come  before the  meeting,  the  persons  named in the
enclosed form of Proxy Card or their  substitutes  will vote in accordance  with
their best judgment on such matters.

Record Date; Shares Outstanding And Entitled To Vote; Quorum

      Only stockholders as of the close of business on May 10, 2006 (the "Record
Date") are entitled to notice of and to vote at the meeting. As of April 27,
2006, there were 17,113,622 shares of our common stock outstanding and entitled
to vote, with each share entitled to one vote. See "Beneficial Ownership of
Company Common Stock By Directors, Officers and Principal Stockholders" for
information regarding the beneficial ownership of our common stock by our
directors, executive officers and stockholders known to us to own or control 5%
or more of our common stock. The presence at the meeting, in person or by duly
authorized proxy, of the holders of a majority of the shares of common stock
entitled to vote, constitute a quorum for this meeting.

      Our common stock is quoted on the OTC Pink Sheets Electronic Quotation
Service under the symbol "CLRS.PK". As of April 27, 2006, the reported closing
price for the common stock as quoted on the OTC Pink Sheets Electronic Quotation
Service was $[6.95]. Stockholders are urged to obtain the current market
quotation for the shares of our common stock.

Required Votes

      The  affirmative  vote of a  plurality  of the votes  cast in person or by
proxy is necessary for the election of directors (Proposal 1).

      An  inspector  of elections  appointed  by us will  tabulate  votes at the
meeting. Since the affirmative vote of a plurality of votes cast is required for
the  election of  directors,  abstentions  and "broker  non-votes"  will have no
effect on the outcome of such election.

      Brokers  holding  shares for  beneficial  owners  must vote  those  shares
according to the specific  instructions they receive from beneficial  owners. If
specific instructions are not received, brokers may be precluded from exercising
their discretion, depending on the type of proposal involved. Shares as to which
brokers have not exercised discretionary authority or received instructions from
beneficial  owners are considered  "broker  non-votes,"  and will be counted for
purposes of determining whether there is a quorum.

                                       2
<PAGE>

Proxy Solicitation; Expenses

      Clarus will bear the costs of the solicitation of proxies for the meeting.
Our directors,  officers and employees may solicit proxies from  stockholders by
mail,  telephone,  telegram,  e-mail,  personal  interview  or  otherwise.  Such
directors,  officers and employees will not receive additional  compensation but
may  be  reimbursed  for   out-of-pocket   expenses  in  connection   with  such
solicitation.  Brokers,  nominees,  fiduciaries  and other  custodians have been
requested to forward soliciting  material to the beneficial owners of our common
stock  held of  record by them and such  parties  will be  reimbursed  for their
reasonable expenses.

IT IS  DESIRABLE  THAT AS LARGE A  PROPORTION  AS POSSIBLE OF THE  STOCKHOLDERS'
INTEREST BE  REPRESENTED  AT THE  MEETING.  THEREFORE,  EVEN IF YOU INTEND TO BE
PRESENT AT THE MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD TO ENSURE
THAT YOUR STOCK WILL BE  REPRESENTED.  IF YOU ARE  PRESENT  AT THE  MEETING  AND
DESIRE TO DO SO, YOU MAY  WITHDRAW  YOUR PROXY CARD AND VOTE IN PERSON BY GIVING
WRITTEN  NOTICE TO THE  SECRETARY OF THE COMPANY.  PLEASE  RETURN YOUR  EXECUTED
PROXY CARD PROMPTLY.

                                       3
<PAGE>

                 BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK BY
                 DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS

      The following  table sets forth as of the date hereof certain  information
regarding the beneficial  ownership of the common stock  outstanding by (i) each
person known to us to own or control 5% or more of our common  stock,  (ii) each
of our directors and nominees,  (iii) each of our executive  officers,  and (iv)
our executive  officers and directors as a group.  Unless  otherwise  indicated,
each of the stockholders shown in the table below has sole voting and investment
power with respect to the shares beneficially owned. Unless otherwise indicated,
the address of each person  named in the table below is c/o Clarus  Corporation,
One Landmark Square, 22nd Floor, Stamford, Connecticut 06901.

<TABLE>
<CAPTION>

                                                                                                       Percentage
                                                                                 Common Stock            (%) of
                                   Name                                     Beneficially Owned (1)   Common Stock (2)
                                   ----                                     ----------------------   ----------------
<S>                                                                              <C>                      <C>


Warren B. Kanders .........................................................      3,180,700(3)             18.6

Ashford Capital Management, Inc..
P.O. Box 4172
Wilmington, DE 19807.......................................................      1,970,800(4)             11.5

Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401.....................................................      1,101,050(5)              6.4

White Rock Capital Management, L.P.
3131 Turtle Creek Boulevard, Suite 800
Dallas, Texas 75219........................................................        999,400(6)              5.8

Nicholas Sokolow ..........................................................        277,600(7)(8)           1.6

Nigel P. Ekern.............................................................        222,904(9)              1.3

Donald L. House............................................................        208,749(10)             1.2

Burtt R. Ehrlich...........................................................        202,250(11)(12)         1.2

Directors and current executive officers
as a group (5 persons) ....................................................      4,092,203(13)            23.9
</TABLE>
- --------------
*     Less than one percent.

(1)   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 of April 27, 2006.

(2)   The applicable percentage of beneficial ownership is based on 17,113,622
      shares of common stock outstanding as of April 27, 2006.

                                       4
<PAGE>

(3)   Includes Mr. Kanders' options to purchase 1,021,250 shares of common stock
      that are presently exercisable or exercisable within 60 days of April 27,
      2006, and of which 400,000 will remain subject to lock-up restrictions
      after 60 days from April 27, 2006; in addition, upon Mr. Kanders'
      voluntary termination of employment with the Company or his termination by
      the Company for cause, if any of the lock-up restrictions have not yet
      expired, they shall each be extended for an additional five year period.
      Includes 500,000 unvested shares of restricted common stock, which have
      voting, dividend and other distribution rights.

(4)   Based on a Schedule 13G/A filed by Ashford Capital Management, Inc on
      February 13, 2006.

(5)   Based on a Schedule 13G/A filed by Dimensional Fund Advisors Inc.on
      February 06, 2006.

(6)   Based on a Schedule 13G/A filed by White Rock Capital Management, L.P. on
      February 13, 2006.

(7)   Includes Mr. Sokolow's options to purchase 126,250 shares of common stock
      that are presently exercisable or exercisable within 60 days of April 27,
      2006, and of which 45,000 will remain subject to lock-up restrictions
      after 60 days from April 27, 2006; in addition, upon Mr. Sokolow's
      voluntary termination of service as a director with the Company or his
      termination by the Company for cause, if any of the lock-up restrictions
      have not yet expired, they shall each be extended for an additional five
      year period.

(8)   Includes 151,350 shares of common stock held by ST Investors Fund, LLC, of
      which Mr. Sokolow is the Managing Member.

(9)   Includes Mr. Ekern's options to purchase 220,000 shares of common stock
      that are presently exercisable or exercisable within 60 days of April 27,
      2006, and of which 86,667 will remain subject to lock-up restrictions
      after 60 days from April 27, 2006; in addition, upon Mr. Ekern's voluntary
      termination of employment with the Company or his termination by the
      Company for cause, if any of the lock-up restrictions have not yet
      expired, they shall each be extended for an additional five year period.
      Excludes 5,882 unvested shares of restricted common stock, which have no
      voting, dividend and other distribution rights.

(10)  Includes Mr. House's options to purchase 132,500 shares of common stock
      that are presently exercisable or exercisable within 60 days of April 27,
      2006, and of which 45,000 will remain subject to lock-up restrictions
      after 60 days from April 27, 2006; in addition, upon Mr. House's voluntary
      termination of service as a director with the Company or his termination
      by the Company for cause, if any of the lock-up restrictions have not yet
      expired, they shall each be extended for an additional five year period.

(11)  Includes Mr. Ehrlich's options to purchase 126,250 shares of common stock
      that are presently exercisable or exercisable within 60 days of April 27,
      2006, and of which 45,000 will remain subject to lock-up restrictions
      after 60 days from April 27, 2006; in addition, upon Mr. Ehrlich's
      voluntary termination of service as a director with the Company or his
      termination by the Company for cause, if any of the lock-up restrictions
      have not yet expired, they shall each be extended for an additional five
      year period.

(12)  Includes 13,000 shares of common stock held by a trust for the benefit of
      Mr. Ehrlich's children, as to which Mr. Ehrlich disclaims beneficial
      ownership.

(13)  Includes options to purchase 1,626,250 shares of common stock that are
      presently exercisable or exercisable within 60 days of April 27, 2006, and
      of which 621,667 will remain subject to lock-up restrictions after 60 days
      from April 27, 2006. Also includes 500,000 unvested shares of restricted
      common stock, which have voting, dividend and other distribution rights.
      Excludes 5,882 unvested shares of restricted common stock, which have no
      voting, dividend and other distribution rights.

            We are unaware of any material proceedings to which any of our
directors, executive officers or affiliates or any security holder, including
any owner of record or beneficially of more than 5% of any class of our voting
securities, is a party adverse to us or has a material interest adverse to us.

                                       5
<PAGE>

                                   PROPOSAL 1
                              ELECTION OF DIRECTORS

Number

      Our Board of Directors  currently consists of four directors.  Our Amended
and Restated Bylaws provide that our Board of Directors will consist of not less
than two, nor more than seven members,  the precise number to be determined from
time to time by the Board of Directors.  The number of directors has been set at
seven by the Board of  Directors.  We  currently  have three vacant seats on our
Board.  We do not  intend  to fill the three  vacant  seats on our Board at this
time.

      Our directors are elected  annually at the Annual Meeting of Stockholders.
Their  respective  terms of office  continue  until the next  Annual  Meeting of
Stockholders  and until their  successors  have been  elected and  qualified  in
accordance  with  our  Amended  and  Restated   Bylaws.   There  are  no  family
relationships among any of our directors or executive officers.

Voting

      Unless otherwise specified, each Proxy Card received will be voted for the
election of the four nominees for director named below to serve until the next
Annual Meeting of Stockholders and until their successors shall have been duly
elected and qualified. Each of the nominees has consented to be named a nominee
in this Proxy Statement and to serve as a director if elected. Should any
nominee becomes unable or unwilling to accept a nomination for election, the
persons named in the enclosed Proxy Card will vote for the election of a nominee
designated by the Board of Directors or will vote for such lesser number of
directors as may be prescribed by the Board of Directors in accordance with our
Amended and Restated Bylaws.

Biographical Information for Nominees for Director

      The age and  principal  occupation  for the past five years of each person
nominated as a director is set forth below.

      Warren B. Kanders, 48, has served as one of our directors since June 2002
and as Executive Chairman of our Board of Directors since December 2002. Mr.
Kanders has served as the Founder and Chairman of the Board of Armor Holdings,
Inc. since January 1996 and as its Chief Executive Officer since April 2003. Mr.
Kanders has served as the Executive Chairman of the Board of Net Perceptions,
Inc. since April 2004 and as the Chairman of the Board of Directors of Langer,
Inc. since November 2004. From October 1992 to May 1996, Mr. Kanders served as
Founder and Vice Chairman of the Board of Benson Eyecare Corporation. Mr.
Kanders also serves as President of Kanders & Company, Inc. ("Kanders &
Company"), a private investment firm owned and controlled by Mr. Kanders that
makes investments in and renders consulting services to public and private
entities. Mr. Kanders received a B.A. degree in Economics from Brown University
in 1979.

                                       6
<PAGE>

      Burtt R. Ehrlich,  66, has served as one of our directors since June 2002.
Mr. Ehrlich has served as a director of Armor Holdings,  Inc. since January 1996
and as a member of the Board of Directors of Langer,  Inc.  since February 2001.
Mr.  Ehrlich  served as Chairman and Chief  Operating  Officer of Ehrlich  Bober
Financial Corp. (the  predecessor of Benson Eyecare  Corporation)  from December
1986 until October 1992,  and as a director of Benson Eyecare  Corporation  from
October 1992 until November 1995.

      Donald L. House, 64, has served as one of our directors since January
1993. Mr. House served as Chairman of our Board of Directors from January 1994
until December 1997 and as our President from January 1993 until December 1993.
Mr. House also serves on the board of directors of Carreker Corporation which is
listed on the Nasdaq National Market System. Mr. House is a private investor and
he serves on the board of directors of several privately-held technology
companies.

      Nicholas Sokolow,  56, has served as one of our directors since June 2002.
Mr. Sokolow has served as a member of the Board of Directors of Armor  Holdings,
Inc. since January 1996. Mr. Sokolow has also served as a member of the Board of
Directors of Net  Perceptions,  Inc.  since April 2004.  Mr.  Sokolow has been a
partner in the law firm of Sokolow,  Carreras & Associes  since 1994.  From June
1973 until  October  1994,  Mr.  Sokolow was an associate and partner in the law
firm of Coudert Brothers.

      The  affirmative  vote of a  plurality  of the votes  cast in person or by
proxy at the Annual  Meeting of  Stockholders  is necessary  for the election of
directors  (assuming a quorum of a majority of the outstanding  shares of common
stock is present).

      The Board  recommends that  stockholders  vote FOR each of the above-named
director nominees.

                            GOVERNANCE OF THE COMPANY

Corporate Governance

Our Board of Directors is committed to sound and effective corporate governance
practices. The Company's management and our Board of Directors reviewed our
corporate governance practices in light of the Sarbanes-Oxley Act of 2002 and
the revised listing requirements of the NASDAQ National Stock Market (the
"NASDAQ"). Based on that review, the Board of Directors maintains codes of
ethics and conduct, corporate governance guidelines, committee charters,
complaint procedures for accounting and auditing matters and an Audit Committee
pre-approval policy.

Although our common stock is no longer listed on the NASDAQ and is now quoted on
the OTC Pink Sheets Electronic Quotation Service under the symbol "CLRS.PK", we
currently intend to continue to comply with the corporate governance practices
mandated by the NASDAQ.

                                       7
<PAGE>

Corporate Governance Guidelines and Documents

      The Code of Ethics for Senior Executive and Financial Officers, the Code
of Business Conduct and Ethics for Directors, Complaint Procedures for
Accounting and Auditing Matters, the Corporate Governance Guidelines, the Audit
Committee Pre-Approval Policy, and the Charters of our Audit, Compensation and
Nominating/Corporate Governance Committees were adopted by Clarus for the
purpose of promoting honest and ethical conduct, promoting full, fair, accurate,
timely and understandable disclosure in periodic reports required to be filed by
Clarus, and promoting compliance with all applicable rules and regulations that
apply to Clarus and its officers and directors. Our Codes of Ethics and Conduct,
the Complaint Procedures for Accounting and Auditing Matters, the Corporate
Governance Guidelines, and the Charters of our Audit, Compensation and
Nominating/Corporate Governance Committees are available at www.claruscorp.com,
our Internet website, at the tab "Corporate Governance". In addition, you may
request a copy of any such materials, without charge, by submitting a written
request to: Clarus Corporation, attention the Secretary, One Landmark Square,
22nd Floor, Stamford, Connecticut 06901.

Board of Directors

      Our Board of  Directors  is  currently  comprised  of the  following  four
members:  Warren B. Kanders,  Burtt R. Ehrlich,  Nicholas  Sokolow and Donald L.
House.  During  fiscal 2005,  the Board of Directors  held four meetings and had
standing Audit,  Compensation and  Nominating/Corporate  Governance  Committees.
During fiscal 2005, all of the directors then in office attended at least 75% of
the total number of meetings of the Board of Directors and the Committees of the
Board of Directors on which they served. All but one of the members of our Board
of Directors,  who was also a director at the time,  attended last year's Annual
Meeting of Stockholders meeting which was held on June 21, 2005.

Director Independence

      In accordance with the listing  requirements  of the NASDAQ,  the Board of
Directors has evaluated each of its directors' independence from Clarus based on
the definition of "independence" established by the NASDAQ. Based on the Board's
review and the NASDAQ  definition of  "independence",  the Board has  determined
that the Board is currently  comprised of a majority of  independent  directors,
consisting  of each of the following  directors:  Messrs.  Ehrlich,  Sokolow and
House.  The Board has also  determined  that  each of the  members  of our Audit
Committee is "independent"  for purposes of Section  10A(m)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

Stockholder Communications

      Stockholders may send communications to the Board by writing to the Board
of Directors or any committee thereof at Clarus Corporation, attention the
Secretary, One Landmark Square, 22nd Floor, Stamford, Connecticut 06901. The
Secretary will distribute all stockholder communications to the intended
recipients and/or distribute to the entire Board, as appropriate.

                                       8
<PAGE>

      In addition,  stockholders may also contact any non-management director as
a group or any individual director by writing to the non-management directors or
the individual  director,  as applicable,  at Clarus  Corporation,  One Landmark
Square, 22nd Floor, Stamford, Connecticut 06901.

Complaints, Accounting, Internal Accounting or Auditing or Related Matters

      Complaints and concerns about accounting, internal accounting controls or
auditing or related matters pertaining to the Company may be submitted by
writing to the Chairman of the Audit Committee as follows: Clarus Corporation,
attention Chairman of the Audit Committee, One Landmark Square, 22nd Floor,
Stamford, Connecticut 06901. Complaints may be submitted on a confidential and
anonymous basis by sending them in a sealed envelope marked "Confidential."

Audit Committee

      The functions of the Audit Committee are to recommend to the Board of
Directors the appointment of independent auditors, pre-approve all services to
be performed by the Company's independent auditors and to analyze the reports
and recommendations of such auditors. The committee also monitors the adequacy
and effectiveness of our financial controls and reporting procedures and the
performance of our independent auditors. Our Audit Committee is currently
comprised of Messrs. House, Ehrlich and Sokolow, with Mr. House serving as the
Chairman. All of the members of our Audit Committee were determined by the Board
to be independent of Clarus based on the NASDAQ's definition of "independence".
Our Board of Directors currently does not have an audit committee financial
expert (as such term is defined under the Sarbanes-Oxley Act of 2002 and the
rules and regulations promulgated thereunder) serving on its Audit Committee.
However, the Board of Directors is looking for and considering candidates to
appoint to the Board of Directors and the Audit Committee who will serve on the
Audit Committee as an audit committee financial expert. The Audit Committee met
four times during fiscal 2005. The Board of Directors has adopted a written
Charter for the Audit Committee, a copy of which was attached to our Proxy
Statement for the Annual Meeting of Stockholders held on June 24, 2004 and is
available at www.claruscorp.com, our Internet website, at the tab "Corporate
Governance".

Compensation Committee

      The purpose of the Compensation  Committee is to recommend to the Board of
Directors the compensation and benefits of our executive  officers and other key
managerial  personnel.  Our  Compensation  Committee is  currently  comprised of
Messrs.  Ehrlich and Sokolow, with Mr. Sokolow serving as the Chairman,  both of
whom were determined by the Board to be independent of Clarus.  The Compensation
Committee does not meet on a regular basis, but only as  circumstances  require.
The Compensation Committee met once during fiscal 2005.

Nominating/Corporate Governance Committee

      The purpose of the Nominating/Corporate Governance Committee is to
identify, evaluate and nominate candidates for election to the Board of
Directors as well as review Clarus' corporate governance guidelines and other
related documents for compliance with applicable laws and regulations such as
the Sarbanes-Oxley Act of 2002 and the NASDAQ's listing requirements. The
Nominating/Corporate Governance Committee will consider nominees recommended by
stockholders. The names of such nominees should be forwarded to Clarus
Corporation, attention the Secretary at One Landmark Square, 22nd Floor,
Stamford, Connecticut 06901, who will submit them to the committee for its
consideration. See "Requirements For Submission of Stockholder Proposals,
Nomination of Directors and Other Business of Stockholders" for information on
certain procedures that a stockholder must follow to nominate persons for
election as directors. Our Nominating/Corporate Governance Committee is
currently comprised of Messrs. Ehrlich, House and Sokolow, with Mr. Ehrlich
serving as the Chairman, all of whom were determined by the Board to be
independent of Clarus. The functions of the Nominating/Corporate Governance
Committee were considered at and acted upon by the entire Board of Directors
during its meetings in 2005. A copy of the Nominating/Corporate Governance
Committee's Charter is available on our Internet website at www.claruscorp.com,
at the tab "Corporate Governance".

                                       9
<PAGE>

      The Company  believes that  candidates  for the Board of Directors  should
possess fundamental  qualities of intelligence,  honesty, good judgment and high
ethics;  have no conflict of interest or legal  impediment which would interfere
with the duty of  loyalty  owed to  Clarus  and its  stockholders;  and have the
ability and willingness to spend the time required to function  effectively as a
director of Clarus.  The  Nominating/Corporate  Governance  Committee may engage
third-party  search  firms  from time to time to assist  it in  identifying  and
evaluating nominees for director. The Nominating/Corporate  Governance Committee
evaluates nominees recommended by stockholders,  by other individuals and by the
search  firms and reviews  biographical  information  furnished  by or about the
potential  nominees to determine  whether they have the experience and qualities
discussed above.

Compensation of Directors

      Our directors  other than Mr. Kanders who is  compensated  pursuant to his
employment  agreement  (which is  described  in greater  detail  below under the
heading  "Employment  Agreements"),  are entitled to receive a payment of $2,000
for each regular and special  meeting of the Board of Directors  attended either
in person or telephonically,  provided,  however, no member shall be compensated
for any  telephonic  meeting  lasting  less than one hour nor for any  committee
meetings of the Board of Directors.

Involvement in Certain Legal Proceedings

      No director,  executive officer,  or person nominated to become a director
or  executive  officer  has,  within the last five years:  (i) had a  bankruptcy
petition  filed by or against,  or a receiver,  fiscal agent or similar  officer
appointed  by a court for, any business of such person or entity with respect to
which such person was a general partner or executive  officer either at the time
of the bankruptcy or within two years prior to that time; (ii) been convicted in
a criminal  proceeding or is currently subject to a pending criminal  proceeding
(excluding  traffic violations or similar  misdemeanors);  (iii) been subject to
any order, judgment or decree, not subsequently reversed,  suspended or vacated,
of any court of competent  jurisdiction,  permanently or temporarily  enjoining,
barring,  suspending  or  otherwise  limiting  his  involvement  in any  type of
business,  securities or banking  activities  or practice;  (iv) been found by a
court of competent jurisdiction (in a civil action), the Securities and Exchange
Commission  or the  Commodity  Futures  Trading  Commission  to have  violated a
federal or state  securities or  commodities  law, and the judgment has not been
reversed, suspended or vacated.

                                       10
<PAGE>

             REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

      The Board of Directors  has  appointed an Audit  Committee  consisting  of
three directors.  Each of the members of the Audit Committee is independent from
Clarus and is financially  literate as that  qualification is interpreted by the
Board of Directors.  The Board of Directors  has adopted a written  charter with
respect to the Audit Committee's roles and responsibilities.

      Management is responsible for Clarus' internal  controls and the financial
reporting  process.  The  external  auditor is  responsible  for  performing  an
independent  audit of Clarus'  consolidated  financial  statements in accordance
with generally  accepted auditing  standards and to issue a report thereon.  The
Audit Committee's responsibility is to monitor and oversee these processes.

      The Audit  Committee has had various  discussions  with management and the
independent  auditors.  Management  represented to us that Clarus'  consolidated
financial  statements  were  prepared  in  accordance  with  generally  accepted
accounting  principles  applied on a consistent  basis, and we have reviewed and
discussed the  quarterly and annual  earnings  press  releases and  consolidated
financial  statements with management and the  independent  auditors.  The Audit
Committee has also discussed with the independent  auditors the matters required
to be discussed by Statement on Auditing  Standards No. 61  (Communication  With
Audit  Committees),   as  amended,  and  Rule  2-07  (Communication  With  Audit
Committees) of Regulation S-X.

      The  Audit  Committee  has  received  the  written  disclosures  from  the
independent  auditors  required by  Independence  Standards Board Standard No. 1
(Independence  Discussions  with Audit  Committees),  and has discussed with the
independent  auditors their  independence  from Clarus and its  management.  The
Audit Committee also considered whether the independent  auditors'  provision of
audit and  non-audit  services  to Clarus is  compatible  with  maintaining  the
independent auditors' independence.

      The Audit Committee  discussed with the  independent  auditors the overall
scope  and  plans  for  its  audit.  The  Audit  Committee  discussed  with  the
independent  auditors,  with and without management present,  the results of its
examinations,  the  evaluations of Clarus'  internal  controls,  and the overall
quality and integrity of financial reporting.

      Based  on the  reviews  and  discussions  referred  to  above,  the  Audit
Committee recommended to the Board of Directors,  and the Board of Directors has
approved,  that the audited  financial  statements be included in Clarus' Annual
Report on Form 10-K for the fiscal year ended  December 31, 2005 for filing with
the Securities and Exchange Commission.

                                       11
<PAGE>

Submitted by the Audit Committee of the Board of Directors:

      Donald House - Chairman
      Nicholas Sokolow
      Burtt Ehrlich

Principal Accountant Fees and Services

      Aggregate fees for professional  services  rendered for Clarus by KPMG LLP
for the fiscal years ended December 31, 2005 and 2004 were:

                                            2005                            2004
                                            ----                            ----

Audit Fees                              $225,000                        $248,614

Audit Related Fees                        13,000                          11,500

Tax Fees                                  17,347                          61,553
                                        --------                        --------

Total                                   $255,347                        $321,667
                                        ========                        ========

Audit Fees

      The  Audit  Fees  for  the  years  ended   December  31,  2005  and  2004,
respectively,  were for  professional  services  rendered  for the  audit of our
consolidated  financial  statements for the fiscal years ended December 31, 2005
and  2004,  as  applicable  and for the  review  of our  consolidated  financial
statements  included in our  quarterly  reports on Form 10-Q for fiscal 2005 and
2004, as applicable.  In addition, the Audit Fees also include fees for services
rendered to us by KPMG LLP for statutory and subsidiary audits, consents, income
tax provision  procedures and assistance with review of documents filed with the
Securities and Exchange Commission.

Audit Related Fees

      The Audit Related Fees as of the fiscal years ended  December 31, 2005 and
2004, respectively, were for assurance and related services related to documents
filed with the Securities and Exchange Commission, employee benefit plan audits,
internal  control  reviews,  attest services that are not required by statute or
regulation,  and  consultations  concerning  financial  accounting and reporting
standards.

Tax Fees

      Tax  Fees as of the  fiscal  years  ended  December  31,  2005  and  2004,
respectively,  were  for  services  related  to tax  compliance,  including  the
preparation of tax returns and extensions,  and claims for refund,  tax planning
and advice,  including  assistance with tax services for employee benefit plans,
expatriate, net operating loss and sales tax matters and requests for rulings or
technical advice from tax authorities.

                                       12
<PAGE>

Auditor Independence

      The Audit Committee has considered the non-audit services provided by KPMG
LLP and  determined  that the  provision of such  services had no effect on KPMG
LLP's independence from Clarus.

Audit Committee Pre-Approval Policy and Procedures

      The Audit  Committee must review and  pre-approve  all audit and non-audit
services  provided  by KPMG LLP,  our  independent  auditors,  and has adopted a
Pre-Approval Policy. In conducting reviews of audit and non-audit services,  the
Audit  Committee  will  determine  whether the provision of such services  would
impair the auditor's  independence.  The term of any  pre-approval  is 12 months
from the date of pre-approval,  unless the Audit Committee specifically provides
for a different period. Any proposed services exceeding  pre-approved fee ranges
or limits must be specifically pre-approved by the Audit Committee.

      Requests or applications to provide services that require  pre-approval by
the Audit  Committee  must be  accompanied  by a  statement  of the  independent
auditors as to whether,  in the auditor's  view,  the request or  application is
consistent  with the  Securities  and  Exchange  Commission's  rules on  auditor
independence.  Each pre-approval request or application must also be accompanied
by detailed documentation regarding the specific services to be provided.

      Since the adoption of the  Pre-Approval  Policy by the Audit  Committee on
March 11, 2004, the Audit Committee has not waived the pre-approval  requirement
for any services rendered by KPMG LLP to Clarus.

Appointment of Independent Public Accountant

      The firm of KPMG LLP, certified public accountants, has been the Company's
independent public accountant since fiscal year 2001. Our Board of Directors has
selected KPMG LLP to audit our financial statements for fiscal year 2006. We are
not asking stockholders to ratify the appointment of KPMG LLP as our independent
accountants to audit our financial statements for fiscal year 2006. Ratification
of the  independent  accountant  is not  required by our  Amended  and  Restated
Bylaws, our Charter of the Audit Committee or applicable law.

      Representatives  of KPMG LLP are  expected  to be  present  at the  Annual
Meeting. They will have the opportunity to make a statement,  if they so desire,
and to respond to appropriate questions from stockholders.

                                       13
<PAGE>

                               EXECUTIVE OFFICERS

      The following  table sets forth the name,  age and position of each of our
executive  officers as of the date hereof.  Our executive officers are appointed
by and serve at the discretion of the Board of Directors of Clarus.

Name                      Age      Position
- ----                      ---      --------

Warren B. Kanders         48       Executive Chairman of the Board of Directors

Nigel P. Ekern            41       Chief Administrative Officer and Secretary

      See "Biographical  Information for Directors" for biographical information
with respect to Warren B. Kanders.

      Nigel P. Ekern has been Chief Administrative  Officer and Secretary of the
Company since December  2002.  Mr. Ekern has served as the Chief  Administrative
Officer and Secretary of Net  Perceptions,  Inc. since April 2004.  From January
2000 until  joining the  Company,  Mr.  Ekern  served as a Partner at Dubilier &
Company,  a New York-based private investment firm. From June 1998 until January
2000,  Mr.  Ekern served as an  investment  advisor at  Caravelle  Advisors,  an
investment management affiliate of CIBC World Markets. From September 1996 until
June 1998, Mr. Ekern served as an investment  banker at CIBC World Markets.  Mr.
Ekern graduated with an A.B. from Dartmouth  College in 1987 and an M.B.A. and a
J.D. from New York University in 1993.

                             EXECUTIVE COMPENSATION

Summary Compensation Table

      The following summary compensation table sets forth information concerning
the compensation earned by our two executive officers, our Executive Chairman of
the Board of Directors and our Chief Administrative Officer, during fiscal 2005,
2004 and 2003 (collectively, the "Named Executive Officers").

<TABLE>
<CAPTION>

                                                 Annual Compensation (1)         Long-Term Compensation
                                                -------------------------    -----------------------------
                                                                               Restricted      Securities
                                     Fiscal                                      Stock         Underlying
Name and Principal Position           Year       Salary($)      Bonus($)      Award(s)($)      Options(#)
- ----------------------------        -------     -----------    ----------    -----------------------------
<S>                                   <C>         <C>           <C>            <C>              <C>

Warren B. Kanders                     2005        250,000         --              --              --
   Executive Chairman of the          2004        250,000         --              --              --
   Board of Directors                 2003        250,000         --           2,680,000          --

Nigel P. Ekern                        2005        200,000       175,000           --              --
   Chief Administrative Officer       2004        175,000       150,000           50,000(2)       --
                                      2003        175,000       100,000           25,000(3)     20,000(4)
</TABLE>

(1)   In accordance with the rules of the Securities and Exchange Commission,
      the compensation set forth in the table does not include medical
      insurance, group life insurance or other benefits, securities or property
      that do not exceed the lesser of $50,000 or 10% of the person's salary and
      bonus shown in the table
(2)   Represents the value of 5,882 shares of restricted common stock granted on
      March 15, 2005 (2005 compensation which has been included as compensation
      in fiscal 2004).
(3)   Represents the value of 2,904 shares of restricted common stock granted on
      March 10, 2004 (2004 compensation which has been included as compensation
      in fiscal 2003).
(4)   Represents options to purchase shares of common stock granted on March 10,
      2004 (2004 compensation which has been included as compensation in fiscal
      2003).

                                       14
<PAGE>

Options Granted in Fiscal 2005

      We did not make any grants of stock options or stock  appreciation  rights
to the Named  Executive  Officers  during 2005.

Aggregate Option Exercises in Fiscal 2005 and Fiscal Year End Option Values

      The table below sets forth information  regarding unexercised options held
by our Named Executive  Officers as of December 31, 2005.  There were no options
exercised by our Named  Executive  Officers  during the year ended  December 31,
2005.

<TABLE>
<CAPTION>
                                                               Number of Securities            Value of Underlying
                                                              Underlying Unexercised         In-the-Money Options at
                               Shares                         Options at 12/31/05(#)               12/31/05 (2)
                              Acquired          Value     -----------------------------   ----------------------------
                            On Exercise       Realized                         Non-                           Non-
 Name                           (#)            ($)(1)        Exercisable   Exercisable     Exercisable    Exercisable
 ---------------------     -------------     ----------   --------------  -------------   -------------  -------------
<S>                        <C>               <C>          <C>             <C>             <C>            <C>

Warren B. Kanders               --              --           1,021,250         --            $990,150         --
    Executive Chairman
    of the Board
    of Directors

 Nigel P. Ekern                  --              --             220,000         --            $600,000         --
    Chief
    Administrative
    Officer
</TABLE>
(1)  The value realized on option exercises is calculated based on the fair
     market value per share of common stock on the date of exercise less the
     applicable exercise price.

(2)  The value of unexercised "in-the-money" options held at December 31, 2005
     represents the total gain which would be realized if all of the
     "in-the-money" options held at December 31, 2005 were exercised, and is
     determined by multiplying the number of shares of common stock underlying
     the options by the difference between $8.35, which was the average of high
     and low bids for our common stock as reported by OTC Pink Sheets Electronic
     Quotation Service on December 31, 2005, and the applicable per share option
     exercise price. An option is "in-the-money" if the fair market value of the
     underlying shares exceeds the exercise price of the option.

                                       15
<PAGE>

                              EMPLOYMENT AGREEMENTS

Warren B. Kanders

      In December 2002, we entered into an employment agreement with Warren B.
Kanders, which provides that he will serve as Clarus' Executive Chairman of the
Board of Directors and devote as much of his time as is necessary to perform
such duties for a three-year term that was extended on May 1, 2006 and is
subject to termination at anytime by the Company or Mr. Kanders. The agreement
provides for an annual base salary of $250,000. In addition, Mr. Kanders is
entitled, at the discretion of our Board of Directors, to performance bonuses
which may be based upon a variety of factors and to participate in our stock
incentive plans and other bonus plans adopted by us. We also maintain term life
insurance on Mr. Kanders in the amount of $2,000,000 for the benefit of his
designees. In connection with his employment agreement, in December 2002, Mr.
Kanders received ten-year options to purchase up to (i) 200,000 shares of the
Company's common stock, at an exercise price of $5.35 per share; (ii) 400,000
shares of the Company's common stock, at an exercise price of $7.50 per share;
and (iii) 400,000 shares of the Company's common stock, at an exercise price of
$10.00 per share. On April 11, 2003, Mr. Kanders received a grant of 500,000
restricted shares of the Company's common stock, with full voting, dividend,
distribution and other rights, which vest and become nonforfeitable if Mr.
Kanders is an employee and/or a director of the Company or a subsidiary or
affiliate of the Company on the earlier of (i) the date the closing price of the
Company's common stock, as listed or quoted on any national securities exchange
or NASDAQ, shall have equaled or exceeded $15.00 per share for each of the
trading days during a ninety (90) consecutive day period, or (ii) the tenth
(10th) anniversary of the date of grant; provided however that all of the
restricted shares immediately vest and become nonforfeitable, upon a "change in
control" or in the event Mr. Kanders' employment with the Company is terminated
without "cause". On December 30, 2005, our Board of Directors accelerated the
vesting of 400,000 unvested stock options previously awarded to Mr. Kanders
pursuant to his employment agreement. In connection with such acceleration of
unvested stock options, Mr. Kanders entered into a lock-up, confidentiality and
non-competition agreement with the Company.

Nigel P. Ekern

      In December 2002, we entered into an employment agreement with Nigel P.
Ekern, which is effective as of November 25, 2002, which provides that he will
serve as our Chief Administrative Officer and devote as much of his time as is
necessary to perform such duties for a three-year term that was extended on May
1, 2006 and is subject to termination at anytime by the Company or Mr. Ekern.
Mr. Ekern's employment agreement with us otherwise remains in full force and
effect. During 2005, Mr. Ekern received an aggregate base salary of $200,000, an
increase of $25,000 above the $175,000 base salary he is to receive in
accordance with his employment agreement. Under the terms of his employment
agreement with us, in December 2002, Mr. Ekern received ten-year options to
purchase up to 200,000 shares of the Company's common stock, at an exercise
price of $5.35 per share. In addition, Mr. Ekern is entitled, at the discretion
of our Board of Directors, to performance bonuses which may be based upon a
variety of factors and to participate in our stock incentive plans and other
bonus plans adopted by us. We also maintain a term life insurance on Mr. Ekern
in the amount of $2,000,000 for the benefit of his designees. On December 30,
2005, our Board of Directors accelerated the vesting of 93,334 unvested stock
options previously awarded to Mr. Ekern pursuant to his employment agreement. In
connection with such acceleration of unvested stock options, Mr. Ekern entered
into a lock-up, confidentiality and non-competition agreement with the Company.

                                       16
<PAGE>

      In the event Mr.  Ekern is  terminated  by the  Company  upon a "change in
control",  he is entitled to receive accrued base compensation  through the date
of such  termination and will also be entitled to acceleration of the vesting on
all  options  to  purchase  shares of common  stock.  In the event Mr.  Ekern is
terminated  by the Company  without  "cause," he is entitled to receive his base
compensation twelve months after such termination.  Mr. Ekern has also agreed to
certain confidentiality and non-competition provisions.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In September 2003, the Company and Kanders & Company,  an entity owned and
controlled by the Company's Executive Chairman,  Warren B. Kanders, entered into
a  15-year  lease  with a  five-year  renewal  option,  as  co-tenants  to lease
approximately  11,500  square  feet in  Stamford,  Connecticut.  The Company and
Kanders & Company have initially  agreed to allocate the total lease payments of
$24,438 per month on the basis of Kanders & Company  renting  2,900  square feet
initially  for $6,163 per month,  and the  Company  renting  8,600  square  feet
initially for $18,275 per month,  which are subject to increases during the term
of the lease.  Rent expense is recognized  on a straight  line basis.  The lease
provides the co-tenants with an option to terminate the lease in years eight and
ten in  consideration  for a  termination  payment.  The  Company  and Kanders &
Company  agreed  to  pay  for  their   proportionate   share  of  the  build-out
construction costs,  fixtures,  equipment and furnishings related to preparation
of the space.  In  connection  with the lease,  the Company  obtained a stand-by
letter of credit in the amount of $850,000 to secure lease  obligations  for the
Stamford  facility.  Kanders & Company  reimburses  the  Company  for a pro rata
portion of the approximately $5,000 annual cost of the letter of credit.

      The Company provides certain  telecommunication,  administrative and other
office  services as well as  accounting  and  bookkeeping  services to Kanders &
Company  that are  reimbursed  by Kanders & Company.  Such  services  aggregated
$107,000 during the year ended December 31, 2005. During the year ended December
31, 2005,  the Company paid  approximately  $35,000 to Kanders  Aviation LLC, an
affiliate of the Company's  Executive Chairman,  Warren B. Kanders,  relating to
aircraft  travel  by  directors  and  officers  of  the  Company  for  potential
redeployment transactions.

      As of  December  31,  2005,  the  Company  had  outstanding  a payable  of
approximately $13,225 to Kanders & Company which was paid in January 2006.

      Also during the year ended  December 31, 2005,  the Company was reimbursed
by Net  Perceptions,  Inc.  ("Net  Perceptions")  an  aggregate  of $34,600  for
telecommunication,   professional  and  general  office  expenses  which  Clarus
incurred  on  behalf  of Net  Perceptions.  Warren  B.  Kanders,  our  Executive
Chairman, also serves as the Executive Chairman of Net Perceptions.

      In the opinion of management,  the rates,  terms and considerations of the
transactions  with the related parties described above are at least as favorable
as those we could have obtained in arms length  negotiations or otherwise are at
prevailing market prices and terms.

                                       17
<PAGE>

                 REPORT ON FISCAL 2005 EXECUTIVE COMPENSATION BY
                           THE COMPENSATION COMMITTEE

Overview

      The Compensation  Committee of the Board of Directors assists the Board in
establishing   compensation   packages  for  Clarus'   executive   officers  and
non-employee   directors  and   administering   Clarus'   incentive  plans.  The
Compensation Committee has the authority to retain and terminate any independent
compensation  consultant and to obtain  independent  advice and assistance  from
internal and external legal,  accounting and other advisors.  From time to time,
the Compensation Committee reviews our compensation packages to ensure that they
remain competitive with the compensation  packages offered by similarly-situated
companies  and  continue  to  incentivize   management  and  align  management's
interests  with  those  of  our  stockholders.  The  Compensation  Committee  is
comprised  of  two  independent  directors.  Each  member  of  the  Compensation
Committee  meets the  independence  requirements  specified by the NASDAQ and by
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "IRC").

Compensation Policies

      The  Compensation  Committee is responsible for setting and  administering
the policies  which govern  annual  executive  salaries,  raises and bonuses and
certain  awards of stock options and common stock,  and such  responsibility  is
generally limited to the actions taken by the Compensation  Committee,  although
the full Board may determine  annual executive  salaries,  raises and bonuses as
well as grants of stock options and common stock without  having first  received
recommendations from the Compensation  Committee.  The general philosophy of our
executive  compensation  program is to attract  and retain  talented  management
while  ensuring  that  our  executive  officers  are  compensated  in a way that
advances the interests of our stockholders.  In pursuing these  objectives,  the
Compensation  Committee believes that it is critical that a substantial  portion
of  each  executive  officer's  compensation  be  contingent  upon  our  overall
performance. The Compensation Committee is also guided by the principle that our
compensation packages must be competitive, must support our overall strategy and
objectives,  and must  provide  significant  rewards for  outstanding  financial
performance while establishing clear consequences for  underperformance.  Annual
bonuses and long-term awards for our executive officers should take into account
not only objective  financial goals, but also individual  performance goals that
reinforce our core values, which include leadership,  accountability, ethics and
corporate governance. It is the Compensation Committee's  responsibility to make
recommendations  to  the  Board  with  respect  to  non-Executive  Chairman  and
non-Chief  Administrative  Officer  compensation  and,  either alone or with the
other  independent  members of our Board, to determine and approve our Executive
Chairman's and Chief Administrative  Officer's  compensation.  In addition,  the
Compensation Committee periodically reviews our incentive compensation and other
stock-based  compensation  programs and recommends  changes in such plans to the
Board as needed.

      In determining the compensation packages for our executive officers and
non-employee directors, the Compensation Committee and the Board have evaluated
the history and performance of Clarus, previous compensation practices and
packages awarded to Clarus' executive officers and non-employee directors, and
what other companies might pay the executive officers and non-employee directors
for his or her services.

                                       18
<PAGE>

Compensation Program Components

      Our  executive   compensation   program  emphasizes  company  performance,
individual  performance  and an  increase  in  stockholder  value  over  time in
determining executive pay levels. Our executive compensation program consists of
three key elements:  (i) annual base salaries;  (ii) a performance-based  annual
bonus;  and (iii)  periodic  grants of stock options and restricted  stock.  The
Compensation  Committee  believes that this three-part  approach best serves our
and our stockholders'  interests by motivating executive officers to improve our
financial  position,  holding executives  accountable for the performance of the
organizations  for which they are  responsible  and by attracting key executives
into our  service.  Under our  compensation  program,  annual  compensation  for
executive  officers  are  composed of a  significant  portion of pay that is "at
risk" -- specifically, the annual bonus, stock options and restricted stock. The
Compensation  Committee believes that these "at risk" awards align the interests
of our executive officers with the interests of our stockholders since the grant
of these awards relate directly to stock price appreciation  realized by all our
stockholders.

      Base Salary. In reviewing and approving the base salaries of our executive
officers,   the  Compensation   Committee   considers  the  scope  of  work  and
responsibilities,  past and current contributions and performance to Clarus, and
other individual-specific  factors; the recommendation of the Executive Chairman
and Chief Administrative Officer (except in the case of their own compensation);
what other  companies  might pay the executive for his or her services;  and the
executive's  experience.  Except  where an  existing  agreement  establishes  an
executive's  salary,  the  Compensation   Committee  reviews  executive  officer
salaries  annually  at the end of the  fiscal  year  and  establishes  the  base
salaries for the upcoming fiscal year.

      Annual Cash Bonus. In reviewing and approving the annual performance-based
annual bonus for our executive officers, the Compensation Committee considers an
executive's   contribution  to  the  overall  performance  of  the  Company  and
attainment  of any  milestones  or  performance  targets which may be set by the
Board from time to time.

      Stock Options and Restricted Stock. Executive officers of Clarus and other
key employees who contribute to the growth, development and financial success of
Clarus are eligible to be awarded  stock  options to purchase our common  stock,
shares of restricted  common stock,  and bonuses of shares of common stock under
our 2005 Stock Incentive  Plan.  Awards under our 2005 Stock Incentive Plan help
relate a significant portion of an employee's long-term remuneration directly to
stock  price  appreciation  realized  by all  our  stockholders  and  aligns  an
employee's interests with that of our stockholders.  The Compensation  Committee
believes  equity-based  incentive  compensation aligns executive and stockholder
interests because (i) the use of a multi-year vesting schedule for equity awards
encourages  executive retention and emphasizes long-term growth, and (ii) paying
a  significant  portion of  management's  compensation  in our  equity  provides
management with a powerful incentive to increase stockholder value over the long
term. The Compensation  Committee  determines  appropriate  individual long-term
incentive awards in the exercise of its discretion in view of the above criteria
and applicable policies.

                                       19
<PAGE>

Compensation of Executive Chairman of the Board of Directors

      The  Compensation  Committee,  either alone or with the other  independent
members of our Board,  has the authority to determine  and approve Mr.  Kanders'
compensation.  The  Compensation  Committee  followed  the same  philosophy  and
guidance principles  described above in determining the compensation package for
Mr. Kanders, our Executive Chairman of the Board of Directors.

      As Executive Chairman of the Board of Directors, Mr. Kanders is
compensated pursuant to an employment agreement entered into in December 2002.
During fiscal 2005, Mr. Kanders received an aggregate base salary of $250,000 in
accordance with his employment agreement. In addition, Mr. Kanders is entitled,
at the discretion of our Board of Directors, to performance bonuses which may be
based upon a variety of factors and to participate in our stock incentive plans
and other bonus plans adopted by us based on his performance and Clarus'
performance. In 2005, Mr. Kanders was not awarded a cash bonus, stock options to
purchase our common stock, shares of restricted common stock, or shares of
common stock.

      The  Compensation  Committee  considers Mr. Kanders' level of compensation
appropriate for his leadership of the Company during fiscal 2005.

Compensation of Chief Administrative Officer

      The Compensation Committee, either alone or with the other independent
members of our Board, has the authority to determine and approve Mr. Ekern's
compensation. The Compensation Committee follows the same philosophy and
guidance principles described above in determining the compensation package for
Mr. Ekern, our Chief Administrative Officer.

      As Chief  Administrative  Officer, Mr. Ekern is compensated pursuant to an
employment  agreement entered into in December 2002 but effective as of November
25, 2002.  During 2005, Mr. Ekern received an aggregate base salary of $200,000,
an  increase  of  $25,000  above the  $175,000  base  salary he is to receive in
accordance  with  his  employment  agreement.   In  addition,  the  Compensation
Committee  recommended  that the Board award him,  for 2005, a cash bonus in the
amount of $175,000.

      The criteria the Compensation Committee considered in determining Mr.
Ekern's compensation included the annual financial performance of the Company,
Mr. Ekern's performance of his duties and responsibilities, his efforts in
identifying suitable merger partners and acquisition candidates in connection
with our asset redeployment strategy, his efforts in connection with a
previously announced acquisition that terminated in January 2006 without the
consummation of the acquisition, and Clarus' reduction of its cash expenditure
rate, as well as the performance of our stock price since Mr. Ekern became our
Chief Administrative Officer. The Compensation Committee also considered other
individual considerations such as leadership, ethics and corporate governance,
and compensation awarded to executive officers at similarly-situated companies.

                                       20
<PAGE>

      The  Compensation  Committee  considers Mr. Ekern's level of  compensation
appropriate in light of his efforts on behalf of the Company during fiscal 2005.

Section 162(m) of the Internal Revenue Code

      Section  162(m) of the IRC  generally  disallows a tax deduction to public
corporations for compensation  other than  performance-based  compensation  over
$1,000,000 paid for any fiscal year to an individual who, on the last day of the
taxable year, was (i) the chief  executive  officer or (ii) among the four other
highest  compensated  executive  officers whose  compensation  is required to be
reported  in the  Summary  Compensation  Table  contained  herein.  Compensation
programs  generally will qualify as  performance-based  if (1)  compensation  is
based  on  pre-established  objective  performance  targets,  (2) the  programs'
material  features  have  been  approved  by  stockholders,  and (3) there is no
discretion  to  increase  payments  after  the  performance  targets  have  been
established for the performance  period.  The Compensation  Committee desires to
maximize  deductibility  of compensation  under Section 162(m) of the IRC to the
extent   practicable   while   maintaining  a   competitive,   performance-based
compensation program.  However, the Compensation Committee also believes that it
must  reserve the right to award  compensation  which it deems to be in our best
interest and our  stockholders but which may not be tax deductible under Section
162(m) of the IRC.

Submitted by the Compensation Committee of the Board of Directors:

      Nicholas Sokolow (as Chairman)
      Burtt Ehrlich

                                       21
<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2005, none of the members of our Compensation Committee (i) served
as an officer or employee of Clarus or its subsidiaries, (ii) was formerly an
officer of Clarus or its subsidiaries or (iii) entered into any transactions
with Clarus or its subsidiaries. During fiscal 2005, none of our executive
officers (i) served as a member of the compensation committee (or other board
committee performing similar functions or, in the absence of any such committee,
the board of directors) of another entity, one of whose executive officers
served on our Compensation Committee, (ii) served as director of another entity,
one of whose executive officers served on our Compensation Committee, or (iii)
served as member of the compensation committee (or other board committee
performing similar functions or, in the absence of any such committee, the board
of directors) of another entity, one of whose executive officers served as a
director of Clarus.

PERFORMANCE GRAPH

Set forth below is a line graph comparing the yearly percentage change in the
cumulative total stockholder return on our common stock to the cumulative total
return of the NASDAQ National Market Composite and The Russell 2000 Index for
the period commencing on December 31, 2000 and ending December 31, 2005 (the
"Measuring Period"). The graph assumes that the value of the investment in our
common stock and each index was $100 on December 31, 2000. The yearly change in
cumulative total return is measured by dividing (1) the sum of (i) the
cumulative amount of dividends for the Measuring Period, assuming dividend
reinvestment, and (ii) the change in share price between the beginning and end
of the Measuring Period, by (2) the share price at the beginning of the
Measuring Period.

The Company considered providing a comparison consisting of a group of peer
companies in an industry or line-of-business similar to us, but could not
reasonably identify a group of comparable peer companies that the Company
believed would provide our stockholders with a meaningful comparison. The stock
price performance on the following graph is not necessarily indicative of future
stock price performance.

                                       22
<PAGE>

                     COMPARISON OF CUMULATIVE TOTAL RETURN*
             AMONG CLARUS, THE NASDAQ NATIONAL MARKET COMPOSITE AND
                             THE RUSSELL 2000 INDEX

<TABLE>
<CAPTION>

                        12/31/00       12/31/01       12/31/02      12/31/03       12/31/04       12/31/05
                        --------       --------       --------      --------       --------       --------
<S>                      <C>            <C>             <C>          <C>            <C>            <C>

   CLARUS
 CORPORATION             $100.00         $89.14         $80.29       $104.29        $128.57        $119.29

  NASDAQ
 NATIONAL
  MARKET                 $100.00         $78.95         $54.06        $81.09         $88.06         $89.27
COMPOSITE

THE RUSSELL
2000 INDEX               $100.00        $101.03         $79.23       $115.18        $134.75        $139.23

</TABLE>

                                [GRAPHIC OMITTED]

                 * $100 INVESTED ON 12/31/01 IN STOCK OR INDEX -
                      INCLUDING REINVESTMENT OF DIVIDENDS.

                                       23
<PAGE>

                                  OTHER MATTERS

      As of the date of this Proxy  Statement,  the Board of Directors  does not
intend to present any other  matter for action at the meeting  other than as set
forth in the Notice of Annual  Meeting  and this Proxy  Statement.  If any other
matters  properly  come  before  the  meeting,  it is  intended  that the shares
represented  by  the  proxies  will  be  voted,   in  the  absence  of  contrary
instructions, in the discretion of the persons named in the Proxy Card.

             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section  16(a) of the Exchange  Act,  requires our directors and executive
officers and any persons who own more than 10% of our capital stock to file with
the  Securities  and Exchange  Commission  (and, if such security is listed on a
national  securities  exchange,  with  such  exchange),  various  reports  as to
ownership of such capital stock. Such persons are required by the Securities and
Exchange Commission's regulations to furnish us with copies of all Section 16(a)
forms they file.

      Based solely upon reports and representations  submitted by the directors,
executive  officers and holders of more than 10% of our capital stock, all Forms
3, 4 and 5 showing  ownership of and changes of  ownership in our capital  stock
during the 2005 fiscal year were timely filed with the  Securities  and Exchange
Commission.

                                    FORM 10-K

      We will provide, without charge, to each stockholder as of the Record
Date, upon our receipt of a written request of the stockholder, a copy of our
Annual Report on Form 10-K for the year ended December 31, 2005, including the
financial statements and schedules, as filed with the Securities and Exchange
Commission. Stockholders should direct the written request to Clarus
Corporation, One Landmark Square, 22nd Floor, Stamford, Connecticut 06901
attention Secretary.

              REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS,
           NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS

      Under the rules of the Securities and Exchange Commission, if a
stockholder wants us to include a proposal in our Proxy Statement and Proxy Card
for presentation at our 2007 Annual Meeting, the proposal must be received by us
at our principal executive offices by January 17, 2007 (or, if the 2007 Annual
Meeting is called for a date not within 30 calendar days before or after June
22, 2007, within a reasonable time before we begin to print and mail our proxy
materials for the meeting). The proposal should be sent to the attention of:
Clarus Corporation, One Landmark Square, 22nd Floor, Stamford, Connecticut
06901, attention Secretary and must include the information and representations
that are set out in Exchange Act Rule 14a-8.

                                       24
<PAGE>

      Under our Amended and  Restated  Bylaws,  and as permitted by the rules of
the Securities and Exchange  Commission,  certain procedures are provided that a
stockholder  must follow to nominate  persons for  election as  directors  or to
introduce  an item of business at a meeting of our  stockholders  outside of the
requirements set forth in Exchange Act Rule 14a-8. These procedures provide that
nominations for director nominees and/or an item of business to be introduced at
a meeting of our  stockholders  must be submitted in writing to the Secretary of
the Company at our  principal  executive  offices.  Any written  submission by a
stockholder  including  a director  nomination  and/or  item of  business  to be
presented at a meeting of our  stockholders  must comply with the procedures and
such other  requirements  as may be imposed by our Amended and Restated  Bylaws,
Delaware  law,  the NASDAQ,  the rules and  regulations  of the  Securities  and
Exchange Commission and must include the information  necessary for the Board to
determine  whether the  candidate  qualifies as  independent  under the NASDAQ's
rules.

      We must receive notice of the intention to introduce a director nomination
or to present an item of business  at our 2007 Annual  Meeting (a) not less than
sixty (60) days nor more than  ninety  (90) days  prior to June 22,  2007 if our
2007  Annual  Meeting is held  within  thirty (30) days before or after June 22,
2007;  or (b) not later  than the close of  business  on the  tenth  (10th)  day
following the day on which the notice of meeting was mailed or public disclosure
of the date of the meeting was made,  whichever  occurs first,  in the event our
2007 Annual Meeting is not held within thirty (30) days before or after June 22,
2007.  In the  event we call a  special  meeting  of our  stockholders,  we must
receive your intention to introduce a director  nomination or to present an item
of business at the special meeting of  stockholders  not later than the close of
business on the tenth (10th) day  following  the day on which the notice of such
special meeting of stockholders  was mailed or public  disclosure of the date of
the meeting was made, whichever occurs first.

      Assuming that our 2007 Annual Meeting is held on schedule, we must receive
notice of your  intention  to introduce a director  nomination  or other item of
business at that meeting not less than sixty (60) days nor more than ninety (90)
days prior to June 22, 2007. If we do not receive  notice within the  prescribed
dates,  or  if we  meet  other  requirements  of  the  Securities  and  Exchange
Commission  rules, the persons named as proxies in the proxy materials  relating
to that  meeting  will use their  discretion  in voting the  proxies  when these
matters are raised at the meeting.

      In addition, nominations or proposals not made in accordance herewith may
be disregarded by the chairman of the meeting in his discretion, and upon his
instructions all votes cast for each such nominee or for such proposals may be
disregarded.

                                                      FOR THE BOARD OF DIRECTORS

                                                      Nigel P. Ekern
                                                      Secretary

                                       25
<PAGE>

                    [FORM OF PROXY-FRONT SIDE OF TOP PORTION]

                               CLARUS CORPORATION
                  ANNUAL MEETING OF STOCKHOLDERS, JUNE 22, 2006
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

      The  undersigned  hereby appoints Warren B. Kanders and Nigel P. Ekern, as
proxies  each with full power of  substitution,  and hereby  authorizes  them to
appear  and vote as  designated  below,  all  shares of  Common  Stock of Clarus
Corporation  held on record by the  undersigned  on May 10, 2006,  at the Annual
Meeting of  Stockholders  to be held on June 22,  2006,  at 10:30  a.m.  Eastern
Daylight Time, at One Landmark Square, 22nd Floor,  Stamford,  Connecticut 06901
and any adjournments or postponements thereof and upon any and all matters which
may properly be brought before the meeting or any  adjournments or postponements
thereof, thereby revoking all former proxies.

                  The Board of Directors recommends a vote FOR
                           the Election of Directors.

      The undersigned hereby directs this Proxy to be voted:

      Election of Directors

      Burtt R. Ehrlich
      Donald L. House
      Warren B. Kanders
      Nicholas Sokolow

      |_| FOR                                   |_| WITHHOLD AUTHORITY

          the election as directors of all          to vote for all nominees
          nominees listed above                     listed above


WITHHOLD  authority to vote for any  individual  nominee.  Write the name of the
nominee for which authority to vote is being withheld on the line below.

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

      IMPORTANT: PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.



<PAGE>

                         (Continued from the other side)

Shares represented by this Proxy will be voted at the meeting in accordance with
the stockholder's  specifications above. Unless otherwise specified,  the shares
will be voted "for" the "Election of Directors". The Proxy confers discretionary
authority  in  respect  to matters  not known or  determined  at the time of the
mailing of the notice of the Annual Meeting of Stockholders to the undersigned.

                                       Date:                              , 2006
                                             -----------------------------

                                       -----------------------------------------
                                       Signature of Stockholder

                                       -----------------------------------------
                                       (Signature if held jointly)

                                       Note:  Please mark, sign, date and return
                                       this Proxy  promptly  using the  enclosed
                                       envelope.  When  shares are held by joint
                                       tenants,  both should sign.  When signing
                                       as  attorney,  executor,   administrator,
                                       trustee  or  guardian,  please  give full
                                       title  as  such.  If  a  corporation   or
                                       partnership,  please sign in corporate or
                                       partnership name by an authorized person.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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