<PAGE>

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

                               AMENDMENT NO. 1 TO
                                      10-K

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

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

                   For the fiscal year ended December 31, 2002

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

           For the transition period from ____________ to ____________

                         Commission file number 0-24277

                               Clarus Corporation
             (Exact name of Registrant as specified in its Charter)

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

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

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

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

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


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

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

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

     The aggregate market value of the voting stock and non-voting common equity
held by non-affiliates of the Registrant at March 14, 2003 was approximately
$74.2 million based on $5.11 per share, the closing price of the common stock as
quoted on the Nasdaq National Market.

     The number of shares of the Registrant's common stock outstanding at March
14, 2003, was 15,770,631 shares.

<PAGE>

                                EXPLANATORY NOTE

     This Amendment No. 1 to our Form 10-K for the fiscal year ended December
31, 2002 (File No. 000-24277), initially filed with the Securities and Exchange
Commission on March 31, 2003, is filed to include the information required by
Items 10 - 13 of Form 10-K, originally intended to be incorporated by reference
to the information to be included in the Company's Proxy Statement for the 2003
Annual Meeting of Stockholders. Except as set forth herein, there are no further
changes to the Company's previously filed annual report on Form 10-K for the
twelve months ended December 31, 2002.


<PAGE>


                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................ 1
ITEM 11 - EXECUTIVE COMPENSATION............................................ 2
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.... 8
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................... 9


SIGNATURES..................................................................10





<PAGE>

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

     The Company's Board of Directors currently consists of the following six
members:

     Tench Coxe, 45, has served as a member of our Board of Directors since
September 1993. Mr. Coxe has been a managing director of the general partner of
Sutter Hill Ventures, a venture capital company located in Palo Alto,
California, since 1989. Mr. Coxe also serves on the boards of directors of
eLoyalty Corporation, Copper Mountain Networks, Inc. and NVIDIA Corporation and
on the boards of directors of several privately-held companies.

     Donald L. House, 61, has served as a member of our Board of 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, where he is chairman of its audit committee. Mr. House is a private
investor and he serves on the board of directors of several privately-held
technology companies.

     Stephen P. Jeffery, 47, joined us in November 1994 as Vice President of
Marketing and was elected Vice President of Sales and Marketing in June 1995.
Until December 2002, he was our President, Chairman of the Board and Chief
Executive Officer. He was first elected to serve as a Director in October 1997.
Prior to joining us, Mr. Jeffery was employed by Hewlett-Packard Company, where
he served as the manager of Hewlett-Packard's client/server solutions and
partner programs, as well as in a variety of sales and marketing management
positions in the United States and Europe for 15 years. Mr. Jeffery also served
in sales with International Business Machines prior to joining Hewlett-Packard.

     Warren B. Kanders, 45, has served as a member of our Board of Directors
since June 2002 and as Executive Chairman of our Board of Directors since
December 2002. Mr. Kanders has served as the Chairman of the Board of Armor
Holdings, Inc. since January 1996 and Chief Executive Officer since April 2003.
From October 1992 to May 1996, he served as Vice Chairman of the Board of Benson
Eyecare Corporation. Mr. Kanders also serves as President of Kanders & Company,
Inc., a private investment firm.

     Burtt R. Ehrlich, 63, has served as a member of our Board of Directors
since June 2002. Mr. Ehrlich has served as a director of Armor Holdings, Inc.
since January 1996. He has also served as Chairman of the board of directors of
Langer, Inc. since February 2001, and 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. Mr. Ehrlich is also a
director of the Close Brothers Channel Islands group of investment funds. He is
a former Treasurer and Trustee of the Carnegie Council on Ethics and
International Affairs, and a former Trustee of the Buckingham Browne and Nichols
School.

     Nicholas Sokolow, 53, has served as a member of our Board of Directors
since June 2002. Mr. Sokolow, a practicing attorney, has served as a director of
Armor Holdings, Inc. since January 1996. Since 1994 he has been a partner in the
law firm of Sokolow, Dunaud, Mercadier & Carreras, and from June 1973 until
October 1994, Mr. Sokolow was an associate and partner in the law firm of
Coudert Brothers. Mr. Sokolow was a director of Rexel, Inc., formerly known as
Willcox & Gibbs, until it was acquired in 1997.

EXECUTIVE OFFICERS

     The following table sets forth the name, age and position of each of our
executive officers and significant employees as of April 14, 2003. Our executive
officers are appointed by and serve at the discretion of the Board of Directors
of Clarus.

NAME                     AGE        POSITION
----                     ---        --------
Warren B. Kanders        45         Executive Chairman of the Board of Directors

Nigel P. Ekern           38         Chief Administrative Officer and Secretary

     See "Directors" above 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. 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.

                                       1
<PAGE>

     Following the sale of substantially all of our electronic commerce
revenue-generating operations and related assets in December 2002, (i) Stephen
P. Jeffery continued serving as a member of our Board of Directors, but stepped
down as our Chief Executive Officer and Chairman of our Board of Directors; and
(ii) James J. McDevitt resigned as Chief Financial Officer of the Company.

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, except as
indicated below, all Forms 3, 4 and 5 showing ownership of and changes of
ownership in our capital stock during the 2002 fiscal year were timely filed
with the Securities and Exchange Commission. A Form 4, Statement of Changes in
Beneficial Ownership for each of Messrs. Coxe, House, Jeffery, Ehrlich and
Sokolow, was untimely filed during 2002.

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.

ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

     The following summary compensation table sets forth information concerning
the annual and long-term compensation earned by our Executive Chairman of the
Board of Directors and our Chief Administrative Officer and each of our other
executive officers whose annual salary and bonus during fiscal 2002, 2001 and
2000 exceeded $100,000 (collectively, the "Named Executive Officers").

<TABLE>
<CAPTION>
                                                                              LONG-TERM
                                                                             COMPENSATION
                                                                             ------------
                                                 ANNUAL COMPENSATION (3)      SECURITIES
                                     FISCAL      --------------------------   UNDERLYING
NAME AND PRINCIPAL POSITION           YEAR         SALARY         BONUS        OPTIONS
----------------------------------   ------      ----------    -----------   ------------
<S>                                  <C>         <C>           <C>           <C>
Warren B. Kanders Executive           2002        $16,186          --          1,000,000
  Chairman of the Board of            2001         N/A             N/A            N/A
  Directors (1)                       2000         N/A             N/A            N/A

Nigel P. Ekern                        2002         $17,949         --            200,000
  Chief Administrative Officer (1)    2001         N/A             N/A            N/A
                                      2000         N/A             N/A            N/A

Stephen P. Jeffery                    2002        $250,000       $112,694         60,000
  President, Chairman of the          2001         250,000         82,994        150,000
  Board and Chief Executive           2000         250,000        146,875        175,000(4)
  Officer (2)

James J. McDevitt                     2002        $187,949       $115,850         50,000
  Chief Financial Officer (2)         2001         201,365         36,480         50,000
                                      2000          64,308         10,560         20,000
</TABLE>


                                       2
<PAGE>

(1)  Served in such position since December 2002.
(2)  Served in such position until December 2002.
(3)  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.
(4)  Effective February 1, 2002, Mr. Jeffery voluntarily relinquished the option
     for these shares.

OPTIONS GRANTED IN FISCAL 2002

     We granted the following options to our Named Executive Officers during
fiscal 2002.

<TABLE>
<CAPTION>
                                INDIVIDUAL GRANTS
-----------------------------------------------------------------------------------
                                           PERCENT OF
                                             TOTAL                                      POTENTIAL REALIZABLE VALUE
                            NUMBER OF       OPTIONS                                     AT ASSUMED ANNUAL RATE OF
                           SECURITIES      GRANTED TO      EXERCISE                      STOCK PRICE APPRECIATION
                           UNDERLYING      EMPLOYEES          OR                             FOR OPTION TERM
                             OPTION        IN FISCAL         BASE       EXPIRATION     ---------------------------
NAME                       GRANTS (#)        YEAR            PRICE         DATE          5% ($)         10% ($)
---------------------     ------------    ------------     --------    ------------    -----------  --------------
<S>                       <C>             <C>              <C>         <C>             <C>          <C>
Warren B. Kanders            200,000         45.6%           $5.35       12/23/12        760,878       1,580,333
   Executive Chairman        400,000                          7.50       12/23/12        661,755       2,300,666
   of the Board of           400,000                         10.00       12/23/12             --       1,300,666
   Directors                  21,250                          5.99        5/28/09         67,243         155,310
                                                                                       ---------       ---------
                                                                                       1,489,876       5,335,975

Nigel P. Ekern               200,000          8.9%           $5.35       11/25/12        760,878       1,580,333
   Chief
   Administrative
   Officer

Stephen P. Jeffery            60,000          2.7%           $5.35        12/5/12        228,263         474,100
   President,
   Chairman of the
   Board and Chief
   Executive Officer

James J. McDevitt             50,000          2.2%           $5.99         1/8/09        121,927         231,083
   Chief Financial
   Officer
</TABLE>


AGGREGATE OPTION EXERCISES IN FISCAL 2002 AND FISCAL YEAR END OPTION VALUES

     The following table contains certain information regarding stock options
exercised during fiscal 2002 and options to purchase our Common Stock held as of
December 31, 2002, by each of the Named Executive Officers. The stock options
listed below were granted without tandem stock appreciation rights. We have no
freestanding stock appreciation rights outstanding.




                                       3
<PAGE>


<TABLE>
<CAPTION>
                                                                NUMBER OF SECURITIES              VALUE OF UNDERLYING
                              SHARES                           UNDERLYING UNEXERCISED           IN-THE-MONEY OPTIONS AT
                             ACQUIRED         VALUE            OPTIONS AT 12/31/02 (#)                12/31/02 (1)
                           ON EXERCISE       REALIZED      -------------------------------   -----------------------------
NAME                           (#)            (2)($)        EXERCISABLE    NON-EXERCISABLE   EXERCISABLE   NON-EXERCISABLE
------------------------  ---------------  ------------    -------------   ---------------   -----------   ---------------
<S>                       <C>              <C>             <C>             <C>               <C>           <C>
Warren B. Kanders               --              --             21,250         1,000,000         $  0           $54,000
  Executive Chairman
  of the Board of
  Directors

Nigel P. Ekern                  --              --              --              200,000         $ --           $54,000
  Chief
  Administrative
  Officer

Stephen P. Jeffery              --              --            406,967           108,422       $452,536         $16,200
  President, Chairman
  of the Board and
  Chief Executive
  Officer

James J. McDevitt               --              --             86,148            --             $ --             $ --
  Chief Financial
  Officer
</TABLE>


(1)  Calculated on the basis of $5.62 per share, the closing price of the Common
     Stock as quoted on the Nasdaq National Market, on December 31, 2002, less
     the exercise price payable for such shares.

(2)  Calculated on the basis of the closing share price of the Common Stock on
     the Nasdaq National Market on the date of exercise, less the exercise price
     payable for such shares.

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 will expire on December 6, 2005, subject
to early termination in certain circumstances. 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. Pursuant to the employment agreement, we
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, 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, all vesting in five equal annual installments commencing on
the first anniversary of the date of grant. On April 11, 2003, Mr. Kanders
received a grant of 500,000 restricted shares of the Company's Common Stock (the
"Restricted Shares"), 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.
Kander's employment with the Company is terminated without "cause".

     In the event Mr. Kanders is terminated without cause, or by Mr. Kanders
upon a "change in control," Mr. Kanders is entitled to receive his accrued bonus
through the date of termination and to continue to receive his base compensation
in accordance with the normal payroll practices of the Company for twenty-four
months after the effective date of such termination. Mr. Kanders will also be
entitled to acceleration of the vesting on the options and restricted stock
grants upon the termination of his employment agreement by us without "cause" or
by Mr. Kanders in connection with a "change in control." Mr. Kanders has also
agreed to certain confidentiality and non-competition provisions.


                                       4
<PAGE>

NIGEL P. EKERN

     In December 2002, we entered into an employment agreement with Nigel P.
Ekern which is effective as of November 25, 2002, that 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 will expire on
November 25, 2005, subject to early termination in certain circumstances. The
agreement provides for an annual base salary of $175,000. Under the terms of his
employment agreement with us, 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 and vesting in five equal annual installments commencing on the first
anniversary of the date of grant. 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. Pursuant to the employment agreement, we
maintain a term life insurance on Mr. Ekern in the amount of $2,000,000 for the
benefit of his designees.

     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 for (i) six months after such termination, if such termination
occurs prior to June 30, 2003; and (ii) twelve months after such termination, if
such termination occurs after June 30, 2003. Mr. Ekern has also agreed to
certain confidentiality and non-competition provisions.

STEPHEN P. JEFFERY

     Mr. Jeffery stepped down as Chief Executive Officer and Chairman of the
Board of Directors on December 6, 2002 and we entered into a three-year
consulting agreement with him, to provide us with ongoing consulting services so
that we may continue to benefit from his knowledge and experience. The agreement
provides for aggregate consideration of $250,000, payable in twenty-four equal
monthly installments. In the event Mr. Jeffery terminates the consulting
agreement, other than upon a "change of control", he is required to refund and
pay to the Company, a dollar amount equal to such portion of compensation
received under the consulting agreement in excess of the product of $228
multiplied by the number of days elapsed from the effective date of the
agreement through such termination date.

     The consulting agreement provides that Mr. Jeffery will be prohibited from
transferring any shares of our Common Stock until after December 31, 2003, and
from transferring any shares of our Common Stock that are issuable on the
exercise of his options until after December 31, 2004. The consulting agreement
also provides that Mr. Jeffery will be required to own, or hold options to
purchase, a total of at least 200,000 shares of our Common Stock at all times
during the term of the agreement. In the event that we complete a transaction
that constitutes a "change of control" and/or we terminate Mr. Jeffery without
"cause," Mr. Jeffery is entitled to receive the cash compensation payable during
the remaining term of the consulting agreement, and all of his unvested options
would immediately vest. Mr. Jeffery has also agreed to certain confidentiality
and non-competition provisions.

COMPENSATION OF DIRECTORS

     Following the sale of substantially all of our electronic commerce
revenue-generating operations and related assets in December 2002, a new
compensation package for the members of our Board of Directors became effective.
This package provides for the payment to each Committee Chairman of $2,000 for
each meeting attended in person and $1,000 for each meeting attended
telephonically, and the payment to each other director of $1,000 for each
meeting attended in person and $500 for each meeting telephonically. The
Executive Chairman does not receive any meetings-based compensation. The package
also includes a grant to each of our directors upon appointment of options to
purchase 60,000 shares of our Common Stock at fair market value on the date of
grant, vesting in equal annual installments over a three-year period subject to
their continued service on our Board of Directors.

     Prior to effectiveness of our new compensation package, directors who were
not our employees ("Outside Directors") received a $2,000 fee for each regular
and special meeting of the Board attended by such director. Each Outside
Director was paid $20,000 (or $120,000 for all Outside Directors as a group) in
meeting fees in 2002. Outside Directors were not compensated for attendance at
committee meetings or for strictly telephonic Board meetings.

     In December 2002, we entered into an employment and stock option agreement
with Mr. Kanders, Executive Chairman of the Board, and a three-year consulting
agreement with Mr. Jeffery, an Outside Director, all of which are described in
greater detail above.


                                       5
<PAGE>


           REPORT ON EXECUTIVE COMPENSATION BY THE BOARD OF DIRECTORS
                         AND THE COMPENSATION COMMITTEE

COMPENSATION POLICY

     The Compensation Committee recommends to the Board an overall philosophy
and strategy with respect to the compensation of Clarus' Executive Chairman of
the Board of Directors, Chief Administrative Officer and other senior executives
to attract and retain highly qualified individuals, and provides oversight of
Clarus' executive compensation plans. Since the sale of substantially all of our
electronic commerce revenue-generating operations and related assets in December
2002, our Compensation Committee has been comprised of Messrs. Coxe and Sokolow,
with Mr. Coxe serving as the Chairman.

     Pursuant to our executive compensation program, the Compensation Committee
considers 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) low annual base
salaries; (ii) a performance-based annual bonus; and (iii) periodic grants of
stock options. 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 businesses for which they are responsible and by attracting
key executives into our service. Under our compensation program, annual
compensation for executive officers is composed of a significant portion of pay
that is "at risk" -- specifically, the annual bonus and stock options. Annual
performance bonuses also permit executive officers to be recognized on an annual
basis. Such bonuses are based largely on an evaluation of the contribution made
by the executive officer to our overall performance. Stock options, which are
generally awarded under our stock incentive plans, relate a significant portion
of long-term remuneration directly to stock price appreciation realized by all
our stockholders.

COMPENSATION OF 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 2002,
Mr. Kanders received an aggregate base salary of $16,186. On December 23, 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, all vesting in five equal annual installments
commencing on the first anniversary of the date of grant. 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.

COMPENSATION OF 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 2002, Mr. Ekern received an aggregate base salary of $17,949.
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
based on his performance and Clarus' performance. Under the terms of his
employment agreement with us, 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 and vesting in five equal annual installments commencing on the first
anniversary of the date of grant.

COMPENSATION OF FORMER CHIEF EXECUTIVE OFFICER

     Mr. Jeffery served as our Chief Executive Officer pursuant to an employment
agreement entered into in January 2001 until he stepped down in December 2002.
During 2002, Mr. Jeffery's received an aggregate base salary of $250,000. In
addition, Mr. Jeffery was 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 the our stock incentive plans and other bonus plans adopted by us
based on his performance and Clarus' performance.

     Submitted by the Compensation Committee of the Board of Directors:

     Tench Coxe (as Chairman)
     Nicholas Sokolow

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Except as set forth below, during 2002, 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



                                       6
<PAGE>

with Clarus or its subsidiaries. Except as set forth below, during 2002, 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.

     During 2002, Mr. Kanders, a member of our Board of Directors and Executive
Chairman of the Board of Directors, served as member of the compensation
committee of the board of directors and as an executive officer of Armor
Holdings, Inc.

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 Russell 2000 Index, the NASDAQ National Market Composite and
the Morgan Stanley Internet Index for the period commencing on December 31, 1998
and ending December 31, 2002 (the "Measuring Period"). The graph assumes that
the value of the investment in our Common Stock and each index was $100 on
December 31, 1998. 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 information appearing below, which relates to prior years includes a
comparison to the industry in which our business was engaged prior to our sale
of our electronic commerce software business which was effected as part of our
strategy to limit operating losses and enable the Company to redeploy its assets
and use its substantial cash and cash equivalent assets to enhance stockholder
value.


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

<TABLE>
<CAPTION>
                          12/31/98       12/31/99       12/31/00        12/31/01       12/31/02
                          --------       --------       --------        --------       --------
<S>                       <C>            <C>            <C>             <C>            <C>
CLARUS CORPORATION          $100         $1100.00        $116.67        $104.00         $93.67
RUSSELL 2000                $100         $119.62         $114.59        $115.77         $90.79

NASDAQ NATIONAL
MARKET COMPOSITE            $100         $185.58         $112.67         $88.95         $60.91

MORGAN STANLEY
INTERNET INDEX              $100         $472.47         $142.22         $70.28         $37.79
</TABLE>



                 * $100 INVESTED ON 12/31/98 IN STOCK OR INDEX -
                      INCLUDING REINVESTMENT OF DIVIDENDS.



                                       7
<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of April 14, 2003 certain information
regarding the beneficial ownership of the Common Stock outstanding by (i) each
person known to us to own 5% or more of the Common Stock, (ii) each or our
directors, (iii) 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 Pickwick Plaza,
Greenwich, Connecticut 06830.

<TABLE>
<CAPTION>
                                                        COMMON STOCK       PERCENTAGE OF
                       NAME                          BENEFICIALLY OWNED     COMMON STOCK
                       ----                          ------------------    -------------
                                                                             (1) (2)
<S>                                                  <C>                   <C>
Warren B. Kanders ..................................     2,175,700(3)           13.3%

Merrill Lynch & Co., Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10381............................       848,100(4)            5.4%

Stephen P. Jeffery..................................       474,523(5)            2.9%

Nicholas Sokolow ...................................       172,600(6)(7)          *

Tench Coxe .........................................       130,174(8)(9)          *

Donald L. House.....................................       111,249(10)            *

Burtt Ehrlich ......................................        97,250(11)(12)        *

Nigel P. Ekern......................................            --(13)            *

Directors and current executive officers
as a group (7 persons) .............................     3,161,496(14)          19.4%
</TABLE>

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

*    Less than one percent.

(1)  The applicable percentage of beneficial ownership is based on 15,827,300
     shares of Common Stock outstanding as of March 31, 2003.

(2)  Shares of Common Stock that may be acquired by exercise of stock options or
     warrants within 60 days after April 30, 2003, are deemed outstanding for
     purposes of computing the Common Stock beneficially owned and the
     percentage beneficially owned by the persons holding these options, but are
     not deemed outstanding for purposes of computing the percentage
     beneficially owned by any other person.

(3)  Includes Mr. Kanders' options to purchase 21,250 shares of our 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 1,000,000 shares of Common Stock that are presently unexercisable
     and unexercisable within the next 60 days.

(4)  Based on a Schedule 13G filed by Merrill Lynch & Co., Inc. ("Merrill
     Lynch") on January 7, 2003. Based on such Schedule 13G the shares of Common
     Stock reported above by Merrill Lynch are beneficially owned by Master
     Small Cap Value Trust, a master-feeder structure for the Merrill Lynch
     Small Cap Value Fund, Inc. and the Mercury Small Cap Value Fund, Inc.

(5)  Includes Mr. Jeffery's options to purchase 363,613 shares of our Common
     Stock that are presently exercisable or exercisable within the next 60
     days. Excludes options to purchase 100,527 shares of Common Stock that are
     presently unexercisable and unexercisable within the next 60 days.

(6)  Includes Mr. Sokolow's options to purchase 21,250 shares of our Common
     Stock that are presently exercisable or exercisable within the next 60
     days. Excludes options to purchase 60,000 shares of Common Stock that are
     presently unexercisable and unexercisable within the next 60 days.

(7)  Includes 151,350 shares of our Common Stock held by ST Investors Fund, LLC,
     of which Mr. Sokolow is the Managing Member.

(8)  Includes Mr. Coxe's options to purchase 35,000 shares of our Common Stock
     that are presently exercisable or exercisable within the next 60 days.
     Excludes options to purchase 60,000 shares of Common Stock that are
     presently unexercisable and unexercisable within the next 60 days.

(9)  Includes 28,478 shares held individually by Mr. Coxe, 46,929 shares held by
     Sutter Hill Ventures, a California Limited Partnership, 5,596 shares held
     by Sutter Hill Entrepreneurs Fund, (AI), L.P., and 14,171 shares held by
     Sutter Hill Entrepreneurs Fund (QP), L.P. Mr. Coxe is one of seven managing
     directors of the general partner of each of Sutter Hill Ventures, a
     California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P.
     and Sutter Hill Entrepreneurs Fund (QP), L.P. The seven managing directors
     of the general partners of each of the above limited partnerships share
     voting and investment powers of the shares. Mr. Coxe disclaims beneficial
     interest in these shares except to the extent of his pecuniary interest in
     each limited partnership.

(10) Includes Mr. House's options to purchase 35,000 shares of our Common Stock
     that are presently exercisable or exercisable within the next 60 days.
     Excludes options to purchase 60,000 shares of Common Stock that are
     presently unexercisable and unexercisable within the next 60 days.

(11) Includes Mr. Ehrlich's options to purchase 21,250 shares of our Common
     Stock that are presently exercisable or exercisable within the next 60
     days. Excludes options to purchase 60,000 shares of Common Stock that are
     presently unexercisable and unexercisable within the next 60 days.



                                       8
<PAGE>

(12) Includes 13,000 shares of our Common Stock held by a trust for the benefit
     of Mr. Ehrlich's children.

(13) Excludes options to purchase 200,000 shares of Common Stock that are
     presently unexercisable and unexercisable within the next 60 days.

(14) Includes options to purchase 497,363 shares of our Common Stock that are
     presently exercisable or exercisable within the next 60 days. Also includes
     500,000 unvested shares of restricted Common Stock, which have voting,
     dividend and other distribution rights. Excludes options to purchase
     1,540,527 shares of Common Stock that are presently unexercisable and
     unexercisable within the next 60 days.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In 2003, we entered into an oral agreement with Kanders & Company pursuant
to which we sublease approximately 1,989 square feet in Greenwich, Connecticut
for $9,572 a month (subject to increases every three years). The agreement
provides for a one-year term and Clarus has the option to renew for up to nine
additional one-year terms. Under the terms of the agreement, we are required to
pay approximately $325,000 in build-out construction costs, fixtures, equipment
and furnishings related to preparation of the space. In the event Clarus was to
undergo a change in control, our remaining rent through the tenth anniversary of
the commencement of the agreement would immediately accelerate and the present
value of such rent would be placed in escrow for the benefit of Kanders &
Company. In January 2003, Clarus obtained a standby letter of credit in the
amount of $118,345 to secure lease obligations for the Greenwich, Connecticut
facility that is being constructed. Kanders & Company reimburses Clarus a pro
rata portion of the $3,000 annual cost of the letter of credit. Kanders &
Company is owned and controlled by Clarus' Executive Chairman of the Board of
Directors, Warren B. Kanders.

     After the closing of the sale of our electronic commerce software business,
Steven Jeffery stepped down as Clarus' Chief Executive Officer and Chairman of
the Board of Directors. Under Mr. Jeffery's employment agreement, he is entitled
to receive a severance payment equal to one year's salary of $250,000, payable
over one year. In addition, Mr. Jeffery entered into a three-year consulting
agreement with Clarus' and will receive total consideration of $250,000 payable
over the two-year term.

     During December 2002, Clarus reimbursed legal fees and other expenses in
the amount of $531,343 incurred by Warren B. Kanders, Burtt R. Ehrlich, and
Nicholas Sokolow, all of whom are members of Clarus' Board of Directors, in
connection with their successful solicitation of proxies for the May 21, 2002
Annual Meeting of Stockholders.

     On November 1, 2001, Clarus engaged E.Com Consulting to perform market
research and provide recommendations concerning the needs and opportunities
associated with Clarus' settlement product. E.Com Consulting subcontracted with
e-RM International, Inc. ("e-RMI") to assist with a portion of this project.
e-RMI is a Delaware corporation whose sole shareholder is Chrismark Enterprises
LLC. Chrismark Enterprises LLC is owned by Mark Johnson, a former director of
Clarus and his wife. The contract period of the engagement was November 1, 2001
through January 31, 2002 for which Clarus agreed to pay total professional fees
of $50,000 plus out-of-pocket expenses. Of this amount, $7,805 was paid to
e-RMI. Clarus expensed a total of $42,164 in connection with the engagement
during 2001 and had a balance due E.Com of $34,359 at December 31, 2001 that is
included in accounts payable and accrued liabilities in the consolidated balance
sheet in the annual report. The contract was terminated by Clarus during January
2002. No expense was incurred during 2002 and all amounts due E.Com were paid in
January, 2002. At the May 21, 2002 Annual Meeting of Stockholders, Mr. Johnson
was not re-elected as a director of Clarus.

     On February 7, 2002, Todd Hewlin joined Clarus' Board of Directors. Mr.
Hewlin is a managing director of The Chasm Group, LLC, a consultancy
organization focusing on helping technology companies develop and implement
strategies that create and sustain market leadership positions for their core
products while building shareholder value and a sustainable competitive
advantage. During 2001, Clarus engaged The Chasm Group to assist Clarus on
various strategic and organizational issues. The contract period of the
engagement was November 15, 2001 through February 15, 2002 for which the Company
agreed to professional fees of $225,000 plus out-of-pocket expenses. Clarus
expensed a total of $145,000 during 2002 that is included in general and
administrative in the consolidated statement of operations in the annual report
and expensed $131,000 during 2001. Clarus expensed an additional $54,000,
outside the original engagement, during 2002 related to further services
performed by The Chasm Group that is included in general and administrative in
the consolidated statement of operations in the annual report in the annual
report. At the May 21, 2002 Annual Meeting of Stockholders, Mr. Hewlin was not
re-elected as a director of Clarus.

     In the opinion of management, the rates, terms and considerations of the
transactions with the related parties described above approximate those that
Clarus would have received in transactions with unaffiliated parties.





                                       9
<PAGE>


                                   SIGNATURES

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

                               CLARUS CORPORATION

Date: April 30, 2003
                                        By: /s/ Nigel P. Ekern
                                            ------------------------------------
                                            Nigel P. Ekern
                                            Chief Administrative Officer

<TABLE>
<CAPTION>
            Signature                                  Title                              Date
            ---------                                  -----                              ----
<S>                                       <C>                                  <C>
/s/ Nigel P. Ekern                        Chief Administrative Officer         April 30, 2003
----------------------------------        (principal executive officer)        --------------------------
Nigel P. Ekern


/s/ Gregory D. Fletcher                   Chief Accounting Officer             April 30, 2003
----------------------------------        (principal financial officer)        --------------------------
Gregory D. Fletcher


/s/ Warren B. Kanders                     Director                             April 30, 2003
----------------------------------                                             --------------------------
Warren B. Kanders


/s/ Stephen P. Jeffery                    Director                             April 30, 2003
----------------------------------                                             --------------------------
Stephen P. Jeffery


/s/ Donald L. House                       Director                             April 30, 2003
----------------------------------                                             --------------------------
Donald L. House


/s/ Tench Coxe                            Director                             April 30, 2003
----------------------------------                                             --------------------------
Tench Coxe


/s/ Burtt R. Ehrlich                      Director                             April 30, 2003
----------------------------------                                             --------------------------
Burtt R. Ehrlich


/s/ Nicholas Sokolow                      Director                             April 30, 2003
----------------------------------                                             --------------------------
Nicholas Sokolow
</TABLE>




                                       10
<PAGE>


                                  CERTIFICATION

I, Nigel P. Ekern, certify that:

I have reviewed this amendment no. 1 to the annual report on Form 10-K of Clarus
Corporation;

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

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

The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

          evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

          presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors:

          all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

          any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

The registrant's other certifying officers and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: April 30, 2003                                 /s/ Nigel P. Ekern
                                                     ---------------------------
                                                     Principal Executive Officer



                                       11
<PAGE>


                                  CERTIFICATION

I, Gregory D. Fletcher, certify that:

I have reviewed this amendment no. 1 to the annual report on Form 10-K of Clarus
Corporation;

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

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

The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

          evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

          presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors:

          all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

          any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

The registrant's other certifying officers and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: April 30, 2003                                 /s/ Gregory D. Fletcher
                                                     ---------------------------
                                                     Principal Financial Officer




                                       12