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                                                                  EXHIBIT 10.7.2


1    Engagement Letter

          March 5, 1999

          Mr. Bruce Shirey
          Cardservice International
          4227 Sunrise Blvd.
          Fair Oaks, CA 95628

          Re:  Engagement Letter (EL) - License Agreement Addendum B

          Dear Bruce,

          We are pleased to have the opportunity to provide our services to
          Cardservice International. This letter will document our agreement
          regarding the development of electronic check processing capability
          for Virtual LinkPoint and LinkPoint HTML.

          Scope of Services

          Beginning on February 8th, 1999, ClearCommerce Corp. initiated
          development of electronic check processing capabilities for both the
          Virtual LinkPoint and LinkPoint HTML products along with other system
          components developed previously for Cardservice International (CSI) by
          ClearCommerce Corp. (CCC). Attachment A, Software Requirements
          Specification, documents the specifications for electronic check
          processing.

          The implementation plan for developing electronic check capabilities
          is described in Attachment B, CSI Check Processing Implementation
          Plan.

          Attachment A and B together comprise the Scope of Services.

          Any change in the specified Scope of Services must be mutually agreed
          upon by the parties in writing. ClearCommerce consent should be
          obtained if any change in Cardservice requirements, software or
          hardware will affect ClearCommerce's estimates. Cardservice agrees to
          pay for any unauthorized changes which affect estimates.

          Terms and Conditions

          These Services will be provided at the agreed rates stated in the
          License and Service Agreement between ClearCommerce Corp. and
          Cardservice's International signed on June 30/th/, 1998. Specifically,
          for features that CCC has planned for future enhancements to CCC's
          products, Cardservice will be billed at a rate of [*].

          As discussed in Section 3.4 of this proposal, the estimated
          development effort for check processing is [*]. Based on the rates
          discussed above, the estimated cost of developing electronic check
          processing capability is [*], plus out-of-pocket expenses. Since
          approximately [*] of the development of electronic check processing
          (see Section 2, Background, for details), the estimated cost of
          developing check processing as currently defined will be reduced by
          that amount, resulting in net estimated cost of [*], plus out-of-
          pocket expenses.

[*] Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.

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          This check processing feature is [*] in the License Agreement
          Addendum A, dated December 31, 1998 per Section B.3. of that Addendum.

          The Services specified above are provided [*]. The estimate provided
          above is to be used for your budgeting and ClearCommerce's resource
          scheduling purposes.

          The terms and conditions of this Engagement Letter (License Agreement
          Addendum B) are hereby incorporated into the License and Service
          agreement and its attachments ("License Agreement"), executed June 30,
          1998, and becomes an addendum to the License Agreement. The terms of
          the License Agreement hereby apply to this Addendum B upon execution
          by CSI. Any terms specified herein that conflict with the terms of the
          License Agreement shall supersede the terms of the License Agreement,
          including the attachments. This Addendum B only applies to those
          products specified herein and to the extent noted.

          Should you have any questions or concerns about our proposal, please
          call me at (512) 977-5615.

          Sincerely,

          Johnny L. King
          Vice President
          Professional Services

          Execution of this Engagement Letter by the parties signifies the
          agreement of the parties to the terms set forth herein, with an
          execution date of the last signature below.

          CLEARCOMMERCE CORPORATION          Cardservice International

          BY:_________________________       BY:_________________________

          PRINTED                            PRINTED
          NAME:_______________________       NAME:_______________________

          TITLE:______________________       TITLE:______________________

          DATE:_______________________       DATE:_______________________


[*] Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.

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