EXHIBIT 3.4


                             AMENDMENT NO. 1 TO THE
                          AMENDED AND RESTATED BY-LAWS
                                       OF
                               CLARUS CORPORATION


       THE AMENDED AND RESTATED BY-LAWS OF CLARUS CORPORATION, A DELAWARE
CORPORATION (THE "BY-LAWS"), SHALL BE AMENDED AS FOLLOWS:

       1. Article II, Section 8 of the By-laws is hereby amended by deleting
such section in its entirety and inserting the following new Article II, Section
8 in lieu thereof:

          "Section 8. Voting of Shares.Each outstanding share of voting capital
          stock of the Corporation shall be entitled to one vote on each matter
          submitted to a vote at a meeting of the stockholders, except as
          otherwise provided in the Certificate of Incorporation of the
          Corporation. Except as otherwise provided by law, the Certificate of
          Incorporation of the Corporation or these by-laws, if a quorum is
          present (a) directors shall be elected by a plurality of the votes of
          the shares of capital stock of the Corporation present in person or
          represented by proxy at the meeting and entitled to vote on the
          election of directors and (b) the affirmative vote of the holders of a
          majority of the votes cast except as may be otherwise prescribed by
          law, the Certificate of Incorporation of the Corporation, or these
          by-laws."

       2. Article II, Section 10 of the By-laws is hereby amended by deleting
such section in its entirety and inserting the following new Article II, Section
10 in lieu thereof:

          "Section 10. Action Without Meeting. Any action which the stockholders
          could take at a meeting may be taken without a meeting if one or more
          written consents, setting forth the action taken, shall be signed,
          before or after such action, by a majority of the stockholders who
          would be entitled to vote upon the action at a meeting. The consent
          shall be delivered to the Corporation for inclusion in the minutes or
          filing with the corporate records. In order that the Corporation may
          determine the stockholders entitled to consent to corporate action in
          writing without a meeting, the board of directors may fix a record
          date, which record date shall not precede the date upon which the
          resolution fixing the record date is adopted by the board of
          directors, and which date shall not be more than ten days after the
          date upon which the resolution fixing the record date is adopted by
          the board of directors. Any person seeking to have the stockholders
          authorize or take corporate action by written consent shall, by
          written notice to the Secretary of the Corporation, request the board
          of directors to fix a record date. The board of directors shall
          promptly, but in all events within ten days after the date on which
          such a request is received, adopt a resolution fixing the record date.
          If no record date has been fixed by the board of directors within ten
          days of the date on which such a request was received, the record date
          for determining stockholders entitled to consent to corporate action
          in writing without a meeting, when no prior action by the board of
          directors is required by applicable law, shall be the first date on
          (after the ten-day period) which a signed written consent setting
          forth the action taken or proposed to be taken is delivered to the
          Corporation by delivery to its registered office in the State of
          Delaware, its principal place of business, or an officer or agent of
          the Corporation having custody of the book in which proceedings of
          stockholders meetings are recorded, to the attention of the Secretary
          of the Corporation. Delivery shall be by hand or by certified or
          registered mail, return receipt requested. If no record date has been
          fixed by the board of directors and prior action by the board of
          directors is required by applicable law, the record date for
          determining stockholders entitled to consent to corporate action in
          writing without a meeting shall be at the close of business on the
          date on which the board of directors adopts the resolution taking such
          prior action. If by law, the Corporation is required to give its
          nonvoting stockholders written notice of the proposed action, it shall
          do so at least ten (10) days before the action is taken, and such
          notice must contain or be accompanied by the same material that would
          have been required by law to be sent to nonvoting stockholders in a
          notice of meeting at which the proposed action would have been
          submitted to the stockholders for action."

      I hereby certify that the foregoing is a full, true and correct copy of
Amendment No. 1 to the Amended and Restated By-laws of Clarus Corporation, a
Delaware Corporation, as in effect on the date hereof.

Dated: December 6, 2002

/s/Nigel P. Ekern
- -------------------------------
Nigel P. Ekern,
Secretary of Clarus Corporation


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