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                                                                    EXHIBIT 10.2


                           CLEARCOMMERCE CORPORATION

                     1997 STOCK OPTION/STOCK ISSUANCE PLAN

                           Adopted December 10, 1997


     1.   PURPOSES OF THE PLAN.

     The purposes of this Stock Option/Stock Issuance Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Directors and Employees of the Company and
its Subsidiaries, and to promote the success of the Company's business. Options
granted under the Plan may be Incentive Stock Options or Nonqualified Stock
Options, as determined by the Administrator at the time of grant of an Option
and subject to the applicable provisions of Section 422 of the Code and the
regulations promulgated thereunder.  In addition, Common Stock may be issued to
eligible persons directly, either through the immediate purchase of such shares
or as a bonus for services rendered to the Company (or any Parent or
Subsidiary).

     2.   DEFINITIONS.

     As used herein, the following definitions shall apply:

     (a)  "Administrator" means the Board or a Compensation Committee appointed
pursuant to Section 4 of the Plan.

     (b)  "Applicable Laws" means the legal requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code and the applicable laws of any
foreign country or jurisdiction where Options are, or will be, granted under the
Plan.

     (c)  "Board" means the Board of Directors of the Company.

     (d)  "Code" means the Internal Revenue Code of 1986, as amended.

     (e)  "Committee" means the Compensation Committee appointed by the Board of
Directors in accordance with Section 4 of the Plan.

     (f)  "Common Stock" means the Common Stock, par value $0.001 per share, of
the Company.

     (g)  "Company" means ClearCommerce Corporation (f/k/a Outreach
Communications Corporation), a Delaware corporation.
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     (h)  "Continuous Status as an Employee" means that the employment
relationship with the Company or any Parent or Subsidiary is not interrupted or
terminated. Continuous Status as an Employee shall not be considered interrupted
in the case of (i) any leave of absence approved by the Company or (ii)
transfers between locations of the Company or between the Company or any Parent
or Subsidiary or any successor. A leave of absence approved by the Company shall
include sick leave, military leave, or any other personal leave approved by an
authorized representative of the Company. For purposes of Incentive Stock
Options, no such leave may exceed 90 days, unless reemployment upon expiration
of such leave is guaranteed by statute or contract. If reemployment upon
expiration of a leave of absence approved by the Company is not so guaranteed,
on the 91st day of such leave any Incentive Stock Option held by the Optionee
shall cease to be treated for tax purposes as an Incentive Stock Option and
shall be treated for tax purposes as a Nonqualified Stock Option.

     (i)  "Corporate Transaction" shall mean either of the following
stockholder-approved transactions to which the Company is party:

          (i)  a merger or consolidation in which securities possessing more
     than fifty percent (50%) of the total combined voting power of the
     Company's outstanding securities are transferred to a person or persons
     different from the persons holding those securities immediately prior to
     such transaction, or

          (ii) the sale, transfer or other disposition of all or substantially
     all of the Company's assets in complete liquidation or dissolution of the
     Company.

     (j)  "Director" means a member of the Board of Directors of the Company,
including any non-employee members of the Board of Directors.

     (k)  "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a Director's fee by the Company shall not be sufficient to constitute
"employment" by the Company.

     (l)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (m)  "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

          (i)  If the Common Stock is listed on any established stock exchange
     or a national market system, including without limitation the Nasdaq
     National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
     its Fair Market Value shall be the closing sales price for such stock (or
     the closing bid, if no sales were reported) as quoted on such exchange or
     system for the last market trading day prior to the time of determination,
     as reported in The Wall Street Journal or such other source as the
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     Administrator deems reliable;

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          (ii)  If the Common Stock is regularly quoted by a recognized
     securities dealer but selling prices are not reported, its Fair Market
     Value shall be the mean between the high bid and low asked prices for the
     Common Stock on the last market trading day prior to the day of
     determination; or

          (iii) In the absence of an established market for the Common Stock,
     the Fair Market Value thereof shall be determined in good faith by the
     Administrator.

     (n)  "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

     (o)  "Involuntary Termination" shall mean the termination of Optionee's
employment that occurs by reason of:

          (i)   Optionee's involuntary dismissal or discharge by the Company for
     reasons other than Misconduct, or

          (ii)  Optionee's voluntary resignation following (A) a change in
     Optionee's position with the Company that materially reduces Optionee's
     level of responsibility, (B) a reduction in Optionee's level of
     compensation (including base salary, fringe benefits and participation in
     corporate-performance based bonus or incentive programs) by more than
     fifteen percent (15%) or (C) a relocation of Optionee's place of employment
     by more than fifty (50) miles, provided and only if such change, reduction
     or relocation is effected by the Company without Optionee's consent.

     (p)  "Misconduct" shall mean the commission of any act of fraud,
embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by
Optionee of confidential information or trade secrets of the Company (or any
Parent or Subsidiary), or any other intentional misconduct by Optionee adversely
affecting the business or affairs of the Company (or any Parent or Subsidiary)
in a material manner. The foregoing definition shall not be deemed to be
inclusive of all the acts or omissions which the Company (or any Parent or
Subsidiary) may consider as grounds for the dismissal or discharge of Optionee
or any other person in the Service of the Company (or any Parent or Subsidiary).

     (q)  "Nonqualified Stock Option" means an Option not intended to qualify as
an Incentive Stock Option.

     (r)  "Officer" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

     (s)  "Option" means a stock option granted pursuant to the Plan.

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     (t)  "Option Agreement" shall mean the written option agreement,
substantially in the form attached hereto as Exhibit I (or such other form as
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may be approved by the Administrator for use under the Plan), between the
Company and Optionee evidencing the grant of an Option.

     (u)  "Optioned Stock" means the Common Stock subject to an Option.

     (v)  "Optionee" means a Director or Employee who receives an Option.

     (w)  "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

     (x)  "Participant" means any Person who is issued shares of Common Stock
under the Stock Issuance Program.

     (y)  "Person" means an individual or entity.

     (z)  "Plan" means this ClearCommerce Corporation 1997 Stock Option/Stock
Issuance Plan, as amended.

     (aa) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor thereto.

     (bb) "Section 16(b)" means Section 16(b) of the Securities Exchange Act of
1934, as amended.

     (cc) "Share" means a share of the Common Stock, as adjusted in accordance
with Section 13 below.

     (dd) "Stock Issuance Agreement" means the agreement entered into by the
Participant and the Company at the time of issuance of Shares of Common Stock
under the Stock Issuance Program.

     (ee) "Stock Purchase Agreement" means the agreement entered into by the
Optionee and the Company upon the exercise of an Option and the acquisition of
Shares of Common Stock.

     (ff) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

     3.   STOCK SUBJECT TO THE PLAN.

     Subject to the provisions of Section 13 of the Plan, the maximum aggregate
number of Shares that may be issued under the Plan is 1,044,750 Shares.  The
Shares may be authorized but unissued or reacquired Common Stock.

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     If an Option expires or becomes unexercisable without having been exercised
in full, or is surrendered pursuant to an option exchange program, the
unpurchased Shares that were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated).  The preceding
sentence shall apply only for purposes of determining the aggregate number of
Shares that may be subject to Options but shall not apply for purposes of
determining the maximum number of Shares subject to Options that may be granted
to any individual Optionee under the Plan.  However, Shares that have actually
been issued under the Plan, upon exercise of an Option, shall not be returned to
the Plan and shall not become available for future distribution under the Plan.
Unvested Shares issued under the Plan, and subsequently repurchased by the
Company, at the original issue price paid per share, pursuant to the Company's
repurchase rights under the Plan, shall be added back to the number of shares of
Common Stock reserved for issuance under the Plan and shall accordingly be
available for reissuance through one or more subsequent Option grants or stock
issuances under the Plan.

     4.   ADMINISTRATION OF THE PLAN.

     (a)  Initial Plan Procedure. Prior to the date, if any, upon which the
          ----------------------
Company becomes subject to the Exchange Act, the Plan shall be administered by
the Board or a Committee appointed by the Board.

     (b)  Plan Procedure After the Date, if any, Upon Which the Company Becomes
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Subject to the Exchange Act.
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          (i)  Multiple Administrative Bodies. If permitted by Rule 16b-3, the
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     Plan may be administered by different bodies with respect to Directors,
     Officers, and Employees who are neither Directors nor Officers.

          (ii) Administration With Respect to Directors and Officers.  With
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     respect to grants of Options to Employees who are also Officers or
     Directors of the Company, the Plan shall be administered by (A) the Board,
     if the Board may administer the Plan in compliance with the rules under
     Rule 16b-3 relating to the disinterested administration of employee benefit
     plans under which Section 16(b) exempt discretionary grants and awards of
     equity securities are to be made, or (B) a Committee designated by the
     Board to administer the Plan, which Committee shall be constituted to
     comply with the rules under Rule 16b-3 relating to the disinterested
     administration of employee benefit plans under which Section 16(b) exempt
     discretionary grants and awards of equity securities are to be made. Once
     appointed, such Committee shall continue to serve in its designated
     capacity until otherwise directed by the Board. From time to time the Board
     may increase the size of the Committee and appoint additional members
     thereof, remove members (with or without cause) and appoint new members in
     substitution therefor, fill vacancies, however caused, and remove all
     members of the Committee and thereafter directly administer the Plan, all
     to the extent permitted by the rules under Rule 16b-3 relating to the
     disinterested administration of employee benefit plans

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     under which Section 16(b) exempt discretionary grants and awards of equity
     securities are to be made.

          (iii) Administration With Respect to Other Employees. With respect to
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     grants of Options to Employees who are neither Directors nor Officers of
     the Company, the Plan shall be administered by (A) the Board or (B) a
     Committee designated by the Board, which committee shall be constituted in
     such a manner as to satisfy Applicable Laws. Once appointed, such Committee
     shall continue to serve in its designated capacity until otherwise directed
     by the Board. From time to time the Board may increase the size of the
     Committee and appoint additional members thereof, remove members (with or
     without cause), and appoint new members in substitution therefor, fill
     vacancies, however caused, and remove all members of the Committee and
     thereafter directly administer the Plan, all to the extent permitted by the
     Applicable Laws.

     (c)  Powers of the Administrator. Subject to the provisions of the Plan
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and, in the case of a Committee, the specific duties delegated by the Board to
such Committee, and subject to the approval of any relevant authorities,
including the approval, if required, of any stock exchange upon which the Common
Stock is listed, the Administrator shall have the authority in its discretion:

          (i)   to determine the Fair Market Value of the Common Stock;

          (ii)  to select the Directors and Employees to whom Options or stock
     issuances may from time to time be granted hereunder;

          (iii) to determine whether and to what extent Options (or any
     combination thereof) or stock issuances are granted hereunder;

          (iv)  to determine the number of Shares to be covered by each such
     award granted hereunder;

          (v)   to approve forms of agreement for use under the Plan;

          (vi)  to determine whether and under what circumstances an Option may
     be settled in cash under Section 9(e) instead of Common Stock;

          (vii) to determine the terms and conditions, not inconsistent with the
     terms of the Plan, of any award granted hereunder. Such terms and
     conditions include, but are not limited to, the exercise price, the time or
     times when Options may be exercised (which may be based on performance
     criteria), waiver of forfeiture restrictions of Options or Shares, and any
     restriction or limitation regarding any Option or the shares of Common
     Stock relating thereto, based in each case on such factors as the
     Administrator, in its sole discretion, shall determine;

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          (viii) to reduce the exercise price of any Option to the then current
     Fair Market Value if the Fair Market Value of the Common Stock covered by
     such Option has declined since the date the Option was granted; and

          (ix)   to construe and interpret the terms of the Plan and awards
     granted pursuant to the Plan.

     (d)  Effect of Administrator's Decision. All decisions, determinations and
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interpretations of the Administrator shall be final and binding on all
Optionees, Participants and any other holders of any Options.

     5.   ELIGIBILITY.

     (a)  Nonqualified Stock Options may be granted to Directors or Employees.
Incentive Stock Options may be granted only to Employees.  An Employee who has
been granted an Option may, if otherwise eligible, be granted additional
Options.  Stock may be issued under the Plan's Stock Issuance Program to
Directors and Employees.

     (b)  Each Option shall be designated in the Option Agreement as either an
Incentive Stock Option or a Nonqualified Stock Option. However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of the
Shares with respect to which Incentive Stock Options are exercisable for the
first time by the Optionee during any calendar year (under all plans of the
Company or any Parent or Subsidiary) exceeds $100,000, such Options shall be
treated as Nonqualified Stock Options. For purposes of this Section 5(b),
Incentive Stock Options shall be taken into account in the order in which they
were granted. For purposes of this Section 5(b), the Fair Market Value of the
Shares shall be determined as of the time the Option with respect to such Shares
is granted.

     (c)  Neither the Plan nor any Option or stock issuance under the Plan shall
confer upon any Optionee or Participant any right with respect to continuation
of his or her employment or consulting relationship with the Company, nor shall
it interfere in any way with his or her right or the Company's right to
terminate his or her employment or consulting relationship at any time, with or
without cause.

     6.   TERM OF PLAN.

     The Plan shall become effective upon the earlier to occur of its adoption
by the Board of Directors or its approval by the stockholders of the Company, as
described in Section 19 of the Plan. It shall continue in effect for a term of
ten (10) years unless sooner terminated under Section 15 of the Plan.

     7.   TERM OF OPTIONS.

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     The term of each Option shall be the term stated in the Option Agreement;
provided, however, that the term shall be no more than ten (10) years from the
date of grant thereof; and provided further that in the case of an Incentive
Stock Option granted to an Optionee who, at the time the Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the
Option shall be no more than five (5) years from the date of grant thereof or
such shorter term as may be provided in the Option Agreement.

     8.   OPTION EXERCISE PRICE AND CONSIDERATION.

     (a)  The per share exercise price for the Shares to be issued upon exercise
of an Option shall be such price as is determined by the Administrator, but
shall be subject to the following:

          (i)  In the case of an Incentive Stock Option

               (A)  granted to an Employee who, at the time of grant of such
          Option, owns stock representing more than 10% of the voting power of
          all classes of stock of the Company or any Parent or Subsidiary, the
          per Share exercise price shall not be less than 110% of the Fair
          Market Value per Share on the date of grant; and

               (B)  granted to any other Employee, the per Share exercise price
          shall not be less than 100% of the Fair Market Value per Share on the
          date of grant.

     (b)  The consideration to be paid for the Shares to be issued upon exercise
of an Option, including the method of payment, shall be determined by the
Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant). Such consideration may consist of (i) cash,
(ii) a check, (iii) a promissory note, (iv) other Shares that (A) in the case of
Shares acquired directly or indirectly from the Company, have been owned by the
Optionee for more than six months on the date of surrender, and (B) have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of
the Shares as to which such Option shall be exercised, (v) delivery of a
properly executed exercise notice together with such other documentation as the
Administrator and a broker, if applicable, shall require to effect an exercise
of the Option and delivery to the Company of the sale or loan proceeds required
to pay the exercise price, or (vi) any combination of the foregoing methods of
payment. In making its determination as to the type of consideration to accept,
the Administrator shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company.

     9.   EXERCISE OF OPTION.

     (a)  Procedure for Exercise; Rights as a Stockholder. Any Option granted
          -----------------------------------------------
hereunder shall be exercisable at such times and under such conditions as
determined by the Administrator, including performance criteria with respect to
the Company and/or the Optionee, and as shall be permissible under the terms of
the Plan.

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     An Option may not be exercised for a fraction of a Share.  Exercise of an
Option in any manner shall result in a decrease in the number of Shares that
thereafter may be available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

     Subject to Section 16, an Option shall be deemed to be exercised when
written notice of such exercise has been given to the Company in accordance with
the terms of the Option Agreement by the Person entitled to exercise the Option
and full payment for the Shares with respect to which the Option is exercised
has been received by the Company.  To the extent required by applicable federal,
state, local or foreign law, an Optionee shall make arrangements satisfactory to
the Company for the satisfaction of any withholding tax obligations that arise
by reason of an Option exercise or any sale of Shares, which obligations may, as
authorized by the Administrator, consist of any consideration and method of
payment allowable under Section 8(b) hereof. Until the issuance (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such Shares,
no right to vote, receive dividends or any other rights as a stockholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. The Company shall issue (or cause to be issued) such stock certificate
promptly upon exercise of the Option. No adjustment shall be made for a dividend
or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 13 hereof.

     (b)  Termination of Employment Relationship.  Subject to Paragraph (c)
          --------------------------------------
below, in the event of termination of an Optionee's Continuous Status as an
Employee, such Optionee may exercise his or her Option to the extent that the
Optionee was entitled to exercise it at the date of such termination; provided,
however, that such Option may be exercised only within such period of time as is
determined by the Administrator at the date of grant. Such time period shall be
at least thirty (30) days but shall not, in the case of an Incentive Stock
Option, exceed three (3) months after the date of such termination and shall
not, in any case, be later than the expiration date of the term of such Option
as set forth in the Option Agreement. To the extent that the Optionee was not
entitled to exercise the Option at the date of such termination, or if the
Optionee does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan. Notwithstanding anything else herein to the
contrary or in the Option Agreement, in the event the Optionee's Continuous
Status as an Employee is terminated by the Company for Misconduct, then all
outstanding Options held by the Optionee shall terminate immediately and cease
to be outstanding, and the Shares covered by such Options shall revert to the
Plan.

     (c)  Disability of Optionee.  In the event of termination of an Optionee's
          ----------------------
Continuous Status as an Employee as a result of his or her disability, the
Optionee may, but only within twelve (12) months from the date of such
termination (and in no event later than the expiration date of the term of such
Option as set forth in the Option Agreement), exercise the Option to the extent
he or she was otherwise entitled to exercise it at the date of such termination.
If such disability is not a "disability"

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as such term is defined in Section 22(e)(3) of the Code, then in the case of an
Incentive Stock Option such Incentive Stock Option shall automatically cease to
be treated for tax purposes as an Incentive Stock Option and shall be treated
for tax purposes as a Nonqualified Stock Option on the day three (3) months and
one day following such termination. To the extent that the Optionee was not
entitled to exercise the Option at the date of termination, or if the Optionee
does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.

     (d)  Death of Optionee.  In the event of the death of an Optionee, the
          -----------------
Option may be exercised at any time within twelve (12) months following the date
of death (but in no event later than the expiration date of the term of such
Option as set forth in the Option Agreement) by the Optionee's estate or by any
person who acquired the right to exercise the Option by bequest or inheritance
(the "Option Beneficiary"), but only to the extent that the Optionee was
entitled to exercise the Option on the date of death. To the extent that, at the
time of death, the Optionee was not entitled to exercise the Option, or if the
Option Beneficiary does not exercise the Option within the time specified
herein, the Option shall terminate and the Shares covered by such Option shall
revert to the Plan. If, after the Optionee's death, the Optionee's estate or any
person who acquires the right to exercise the Option by bequest or inheritance
does not exercise the Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

     (e)  Buyout Provisions.  The Administrator may at any time offer to buy out
          -----------------
for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

     10.  STOCK ISSUANCE PROGRAM.

     Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening Option grants.
Each such stock issuance shall be evidenced by a Stock Issuance Agreement
(substantially in the form attached hereto as Exhibit II) that complies with the
                                              ----------
terms specified below.

     (a)  Purchase Price.
          --------------

          (i)  The purchase price per Share shall be fixed by the Administrator
     and may be less than, equal to or greater than the Fair Market Value per
     Share of Common Stock on the stock issuance date.

          (ii) Shares of Common Stock may be issued under the Stock Issuance
     Program for one or both of the following items of consideration, which the
     Administrator may deem appropriate in each individual instance:

               (A)  cash or check made payable to the Company, or

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<PAGE>

                (B)  past services rendered to the Company (or any Parent or
          Subsidiary).

     (b)  Vesting Provisions.
          ------------------

          (i)   Shares of Common Stock issued under the Stock Issuance Program
     may, in the discretion of the Administrator, be fully and immediately
     vested upon issuance or may vest in one or more installments over the
     Participant's service to the Company or upon attainment of specified
     performance objectives.

          (ii)  Any new, substituted or additional securities or other property
     (including money paid other than as a regular cash dividend) that the
     Participant may have the right to receive with respect to the Participant's
     unvested Shares of Common Stock by reason of any stock dividend, stock
     split, recapitalization, combination of shares, exchange of shares or other
     change affecting the outstanding Common Stock as a class without the
     Company's receipt of consideration shall be issued subject to (A) the same
     vesting requirements applicable to the Participant's unvested Shares of
     Common Stock and (B) such escrow arrangements as the Administrator shall
     deem appropriate.

          (iii) The Participant shall have full stockholder rights with respect
     to any Shares of Common Stock issued to the Participant under the Stock
     Issuance Program, whether or not the Participant's interest in those Shares
     is vested.  Accordingly, the Participant shall have the right to vote such
     Shares and to receive any regular cash dividends paid on such Shares.

          (iv)  Should the Participant cease to remain in Service (as defined in
     the Participant's Stock Issuance Agreement) while holding one or more
     unvested shares of Common Stock issued under the Stock Issuance Program or
     should the performance objectives not be attained with respect to one or
     more such unvested Shares of Common Stock, then those Shares shall be
     immediately surrendered to the Company for cancellation, and the
     Participant shall have no further stockholder rights with respect to those
     Shares.  To the extent the surrendered Shares were previously issued to the
     Participant for consideration paid in cash or cash equivalent (including
     the Participant's purchase-money indebtedness), the Company shall repay to
     the Participant the cash consideration paid for the surrendered Shares and
     shall cancel the unpaid principal balance of any outstanding purchase-money
     note of the Participant attributable to the surrendered Shares.

          (v)   The Administrator may in its discretion waive the surrender and
     cancellation of one or more unvested Shares of Common Stock (or other
     assets attributable thereto) that would otherwise occur upon the cessation
     of the Participant's Service or the non-attainment of the performance
     objective applicable to such Shares.  Such waiver shall result in the
     immediate vesting of the Participant's interest in the Shares of Common
     Stock as to which the waiver applies.  Such waiver may be effected at any
     time, whether before or after the Participant's cessation of Service or the
     attainment or non-attainment of the applicable performance objectives.

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     (c)  First Refusal Rights.  Until such time as the Common Stock is first
          --------------------
registered under Section 12 of the Exchange Act, the Company shall have the
right of first refusal with respect to any proposed disposition by the
Participant (or any successor in interest) of any shares of Common Stock issued
under the Stock Issuance Program.  Such right of first refusal shall be
exercisable in accordance with the terms established by the Administrator and
set forth in the Stock Issuance Agreement.

     11.  CORPORATE TRANSACTION.

     (a)  All of the outstanding repurchase rights under the Stock Issuance
Program shall terminate automatically, and all the Shares of Common Stock
subject to those terminated rights shall immediately vest in full, in the event
of any Corporate Transaction, except to the extent (i) those repurchase rights
are assigned to the successor corporation (or parent thereof) in connection with
such Corporate Transaction or (ii) such accelerated vesting is precluded by
other limitations imposed in the Stock Issuance Agreement.

     (b)  Unvested Shares may, in the Administrator's discretion, be held in
escrow by the Company until the Participant's interest in such Shares vests or
may be issued directly to the Participant with restrictive legends on the
certificates evidencing those unvested Shares.

     12.  LIMITED TRANSFERABILITY OF OPTIONS.

     An Incentive Stock Option shall not be transferrable except by will or by
the laws of descent and distribution and shall be exercisable during the
lifetime of the person to whom the Incentive Stock Option is granted only by
such person.  A Nonqualified Stock Option shall not be transferrable except by
will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order, as defined by the Code or by Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder (a
"QDRO"), and shall be exercisable during the lifetime of the person to whom the
Option is granted only by such person or any transferee pursuant to a QDRO.
However, a Nonqualified Stock Option may, in connection with the Optionee's
estate plan, be assigned in whole or in part during the Optionee's lifetime to
one or more members of the Optionee's immediate family or to a trust established
exclusively for one or more such family members.  The assigned portion may only
be exercised by the person or persons who acquire a proprietary interest in the
Option pursuant to the assignment.  The terms applicable to the assigned portion
shall be the same as those in effect for the Option immediately prior to such
assignment and shall be set forth in such documents issued to the assignee as
the Administrator may deem appropriate.

     13.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR CORPORATE TRANSACTION.

     (a)  Changes in Capitalization.  Subject to any required action by the
          -------------------------
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and each stock issuance under the Stock Issuance
Program, and the number of shares of Common Stock which

                                       12
<PAGE>

have been authorized for issuance under the Plan but as to which no Options or
stock issuances have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option or unvested Shares, as well as the
price per share of Common Stock covered by each such outstanding Option, shall
be proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company. The conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible or exchangeable into shares of
stock of any class, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Common Stock subject to
an Option.

     (b)  Dissolution or Liquidation.  In the event of the proposed dissolution
          --------------------------
or liquidation of the Company, the Administrator shall notify the Optionee at
least fifteen (15) days prior to such proposed action. To the extent it has not
been previously exercised, the Option shall terminate immediately prior to the
consummation of such proposed action; provided, however, that the Administrator
may, in the exercise of its sole discretion in such instances, declare that any
Option shall terminate as of an earlier date fixed by the Administrator and give
each Optionee the right to exercise his or her Option as to all or any part of
the Optioned Stock, including Shares as to which the Option would not otherwise
be exercisable.

     (c)  Corporate Transaction.  In the event of any Corporate Transaction,
          ---------------------
each outstanding Option shall be (i) assumed or a comparable option to purchase
shares of the capital stock of the successor corporation shall be substituted by
the successor corporation or a Parent or Subsidiary of the successor
corporation, (ii) replaced with a cash incentive program of the successor
corporation that preserves the spread existing on the unvested Optioned Stock at
the time of the Corporate Transaction and provides for subsequent payout in
accordance with the same vesting schedule applicable to such Option or (iii)
subject to such other acceleration of terms and other limitations imposed by the
Administrator at the time of the Option grant.  In the event that the successor
corporation refuses to assume or substitute for the Option, the Optionee shall
fully vest in and have the right to exercise the Option (provided it has not
already terminated) as to all of the Optioned Stock, including Shares as to
which it would not otherwise be vested or exercisable.  If an Option becomes
fully vested and exercisable in lieu of assumption or substitution in the event
of a Corporate Transaction, the Administrator shall notify the Optionee that the
Option shall be fully exercisable for a period of fifteen (15) days from the
date of such notice, and the Option shall, in the discretion of the
Administrator, terminate upon the expiration of such period.  For the purposes
of this paragraph, the Option shall be considered assumed if, following the
Corporate Transaction, the option substituted for such Option confers the right
to purchase or receive, for each Share of Optioned Stock subject to the Option
immediately prior to the Corporate Transaction, the per Share consideration
(whether stock, cash or other securities or property) received in the Corporate
Transaction, by holders of Common Stock for each Share held on the effective
date of the Corporate Transaction

                                       13
<PAGE>

(and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the Corporate
Transaction is not solely common stock of the successor corporation or its
Parent (if any), the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of
the Option, for each Share of Optioned Stock subject to the Option, to be solely
common stock of the successor corporation or its Parent (if any) equal in fair
market value to the per Share consideration received by holders of Common Stock
in the Corporate Transaction.

     (d)  Further Adjustments.  In the event of any change of a type described
          -------------------
in Paragraphs (a) or (c) above, the Administrator shall make any further
adjustment to the maximum number of Shares that may be acquired under the Plan
pursuant to the exercise of Options, the maximum number of Shares for which
Options may be granted to any one Employee, and the number of Shares and price
per Share subject to outstanding Options as shall be equitable to prevent
dilution or enlargement of rights under such Options, and the determination of
the Administrator as to these matters shall be conclusive and binding on the
Optionee; provided, however, that (i) each such adjustment with respect to an
Incentive Stock Option shall comply with the rules of Section 424(a) of the Code
(or any successor provision) and (ii) in no event shall any adjustment be made
which would render any Incentive Stock Option granted hereunder other than an
"incentive stock option" as defined in Section 422 of the Code.

     14.  TIME OF GRANTING OPTIONS.

     The date of grant of an Option shall, for all purposes, be the date on
which the Administrator makes the determination granting such Option, or such
other date as is determined by the Administrator.  Notice of the determination
shall be given to each Employee to whom an Option is so granted within a
reasonable time after the date of such grant.

     15.  AMENDMENT AND TERMINATION OF THE PLAN.

     (a)  Amendment and Termination.  The Board may at any time amend, alter,
          -------------------------
suspend or discontinue the Plan, but no amendment, alteration, suspension or
discontinuation shall be made which would impair the rights of any Optionee
under any grant theretofore made, without his or her consent.  No amendment of
the Plan shall, without approval of the stockholders of the Company, (i)
increase the maximum number of Shares that may be subject to Options or stock
issuances under the Plan or the maximum number of Shares subject to Options or
stock issuances that may be granted to any individual Optionee under the Plan,
(ii) modify the requirements as to eligibility for Options or stock issuances
under the Plan or (iii) materially increase the benefits to Optionees or
Participants under the Plan.  In addition, to the extent necessary and desirable
to comply with Rule 16b-3 or with Section 422 of the Code or Section 162(m) of
the Code (or any other Applicable Law, including the requirements of the NASD or
an established stock exchange), the Company shall obtain stockholder approval of
any Plan amendment in such a manner and to such a degree as required.

                                       14
<PAGE>

     (b)  Effect of Amendment or Termination.  Any amendment or termination of
          ----------------------------------
the Plan shall not affect Options or stock issuances already granted, and such
Options or stock issuances shall remain in full force and effect as if this Plan
had not been amended or terminated, unless mutually agreed otherwise between the
Optionee (or Participant) and the Administrator, which agreement must be in
writing and signed by the Optionee (or Participant) and the Company.

     16.  CONDITIONS UPON ISSUANCE OF SHARES.

     Shares shall not be issued pursuant to the exercise of an Option unless the
exercise of such Option and the issuance and delivery of such Shares pursuant
thereto shall comply with all Applicable Laws, including, without limitation,
the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act,
the rules and regulations promulgated thereunder, and the requirements of any
stock exchange upon which the Shares may then be listed or any automatic
quotation system upon which the Shares may then be quoted, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

     The Company may require any Optionee, or any Person to whom an Option is
transferred under Section 12, as a condition of exercising any such Option, (i)
to give written assurances satisfactory to the Company as to the Optionee's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matter, and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Option; (ii) to give
written assurances satisfactory to the Company stating that such Person is
acquiring the Shares subject to the Option for such Person's own account and not
with any present intention of selling or otherwise distributing such Shares; and
(iii) to deliver such other documentation as may be necessary to comply with
federal and state securities laws.  These requirements, and any assurances given
pursuant to such requirements, shall be inoperative if (i) the issuance of the
Shares upon the exercise of the Option has been registered under a then
currently effective registration statement under the Securities Act and all
applicable state securities laws, or (ii) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws.  The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the Shares, and may enter
stop-transfer orders against the transfer of the Shares issued upon the exercise
of an Option.

     17.  RESERVATION OF SHARES.

     The Company, during the term of this Plan, shall at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

                                       15
<PAGE>

     18.  AGREEMENTS.

     Options shall be evidenced by Option Agreements in such form as the
Administrator shall approve from time to time.  Stock issuances under the Stock
Issuance Program shall be evidenced by Stock Issuance Agreements in such form as
the Administrator shall approve from time to time.

     19.  STOCKHOLDER APPROVAL.

     Continuance of the Plan shall be subject to approval by the stockholders of
the Company within twelve (12) months before or after the date the Plan is
adopted.  Such stockholder approval shall be obtained in the degree and manner
required under Applicable Laws and the rules of any stock exchange upon which
the Common Stock is listed or any automatic quotation system upon which the
Common Stock is quoted.

     20.  MISCELLANEOUS

     (a)  Rule 16b-3. With respect to Persons subject to Section 16 of the
          ----------
Exchange Act, transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 and with respect to such Persons all
transactions shall be subject to such conditions regardless of whether they are
expressly set forth in the Plan or the Option Agreement. To the extent any
provision of the Plan or action by the Administrator fails to so comply, it
shall not apply to such Persons or their transactions and shall be deemed null
and void, to the extent permitted by law and deemed advisable by the
Administrator.

     (b)  Grants Exceeding Allotted Shares.  If the number of shares of Optioned
          --------------------------------
Stock exceeds, as of the date of grant, the number of Shares that may be issued
under the Plan without additional stockholder approval, such Option shall be
void with respect to such excess Shares, unless stockholder approval of an
amendment sufficiently increasing the number of Shares subject to the Plan is
timely obtained in accordance with Section 15 of the Plan.

     (c)  Notice.  Any written notice to the Company required by any of the
          ------
provisions of the Plan shall be addressed to the Secretary of the Company and
shall become effective when it is received.  Any written notice to the Optionees
required by any provisions of the Plan shall be addressed to the Optionee at the
address on file with the Company and shall become effective three days after it
is mailed by certified mail, postage prepaid to such address or at the time of
delivery if delivered sooner by messenger or overnight courier.

     (d) Savings Clause.  Notwithstanding any other provision hereof, the Plan
         --------------
is intended to qualify as a plan pursuant to which Incentive Stock Options may
be issued under Section 422 of the Code. If the Plan or any provision of the
Plan shall be held to be invalid or to fail to meet the requirements of Section
422 of the Code or the regulations promulgated thereunder, such invalidity or
failure shall not affect the remaining parts of the Plan, but rather it shall be
construed and enforced as if the Plan or the affected provision thereof, as the
case may be, complied in all respects with the requirements of Section 422 of
the Code.

                                       16
<PAGE>

     (e)  Governing Law.  The Plan and all rights and obligations thereunder
          -------------
shall be construed in accordance with and governed by the laws of the State of
Delaware without regard to its conflict of laws rules.

                                       17
<PAGE>

                      OUTREACH COMMUNICATIONS CORPORATION

           FIRST AMENDMENT OF 1997 STOCK OPTION/STOCK ISSUANCE PLAN
           --------------------------------------------------------

     WHEREAS, Outreach Communications Corporation, a Delaware corporation (the
"Company") adopted the Company's 1997 Stock Option/Stock Issuance Plan (the
"Plan") to, among other things, attract and retain the best available personnel
for positions of substantial responsibilities, to provide additional incentive
to Employees and Directors (each as defined in the Plan) and to promote the
success of the Company's business;

     WHEREAS, the Company desires to amend the Plan to increase the number of
Shares (as defined in the Plan) that may be issued under the Plan from 1,044,750
to 1,241,240 Shares.

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.   Unless otherwise defined herein, all terms used in this Amendment
shall have the meanings ascribed thereto in the Plan.

     2.   The first sentence of Section 3 of the Plan is hereby amended and
restated in its entirety as follows:

          "Subject to the provisions of Section 13 of the Plan, the maximum
     aggregate number of Shares that may be issued under the Plan is 1,241,240."

     3.   Except as otherwise expressly set forth herein, all terms and
conditions of the Plan shall remain in full force and effect.

     IN WITNESS WHEREOF, this Amendment has been executed and delivered as of
December 19, 1997.

                                            OUTREACH COMMUNICATIONS CORPORATION,
                                            a Delaware corporation




                                            By:  /s/ Robert Lynch
                                               ---------------------------------
                                                 Robert Lynch, President

<PAGE>

                               SECOND AMENDMENT
                                      OF
              CLEARCOMMERCE 1997 STOCK OPTION/STOCK ISSUANCE PLAN
              ---------------------------------------------------

     WHEREAS, ClearCommerce Corporation, a Delaware corporation (the "Company")
adopted the Company's 1997 Stock Option/Stock Issuance Plan (the "Plan") to,
among other things, attract and retain the best available personnel for
positions of substantial responsibilities, to provide additional incentive to
Employees and Directors and to promote the success of the Company's business;
and;

     WHEREAS, the Board of Directors and Stockholders have authorized the
Company to amend the Plan to increase the number of Shares that may be issued
under the Plan from 1,241,240 to 1,251,240 and to permit the Administrator to
increase the number of Shares reserved for issuance under the Plan.

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.   Unless otherwise defined herein, all terms used in this Second
Amendment shall have the meanings ascribed thereto in the Plan.

     2.   The first sentence of Section 3 of the Plan, as amended, is hereby
amended and restated in its entirety as follows:

          "Subject to the provisions of Section 13 of the Plan, the maximum
     aggregate number of Shares that may be issued under the Plan shall be
     1,251,240."

     3.   Except as otherwise expressly set forth herein, all terms and
conditions of the Plan shall remain in full force and effect.

     IN WITNESS WHEREOF, this Second Amendment has been executed and delivered,
effective as of December 9, 1998.

                          CLEARCOMMERCE CORPORATION,
                          a Delaware corporation




                          By:  /s/ Robert Lynch
                             ---------------------------------------------------
                             Robert Lynch, President and Chief Executive Officer
<PAGE>

                               THIRD AMENDMENT
                                      OF
              CLEARCOMMERCE 1997 STOCK OPTION/STOCK ISSUANCE PLAN
              ---------------------------------------------------

     WHEREAS, ClearCommerce Corporation, a Delaware corporation (the"Company")
adopted the Company's 1997 Stock Option/Stock Issuance Plan (the "Plan") to,
among other things, attract and retain the best available personnel for
positions of substantial responsibilities, to provide additional incentive to
Employees and Directors and to promote the success of the Company's business;
and

     WHEREAS, the Board of Directors and Stockholders have authorized the
Company to amend the Plan to increase the number of Shares that may be issued
under the Plan from 1,251,240 to 1,901,240 and to permit the Administrator to
increase the number of Shares reserved for issuance under the Plan.

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.   Unless otherwise defined herein, all terms used in this Third
Amendment shall have the meanings ascribed thereto in the Plan.

     2.   The first sentence of Section 3 of the Plan, as amended, is hereby
amended and restated in its entirety as follows:

          "Subject to the provisions of Section 13 of the Plan, the maximum
     aggregate number of Shares that may be issued under the Plan shall be
     1,901,240."

     3.   Except as otherwise expressly set forth herein, all terms and
conditions of the Plan shall remain in full force and effect.

     IN WITNESS WHEREOF, this Third Amendment has been executed and delivered,
effective as of December 17, 1998.

                         CLEARCOMMERCE CORPORATION,
                         a Delaware corporation



                         By: /s/ Robert Lynch
                             ---------------------------------------------------
                             Robert Lynch, President and Chief Executive Officer


<PAGE>

                               FOURTH AMENDMENT
                                      OF
              CLEARCOMMERCE 1997 STOCK OPTION/STOCK ISSUANCE PLAN
              ---------------------------------------------------

     WHEREAS, ClearCommerce Corporation, a Delaware corporation (the "Company"),
adopted the Company's 1997 Stock Option/Stock Issuance Plan (the "Plan") to,
among other things, attract and retain the best available personnel for
positions of substantial responsibilities, to provide additional incentive to
Employees and Directors and to promote the success of the Company's business;
and

     WHEREAS, the Board of Directors and Stockholders have authorized the
Company to amend the Plan to provide that all Options shall immediately vest an
additional twelve (12) months upon the consummation of a Corporate Transaction
(as defined in the Plan) and to further amend the Plan to expand the definition
of a Corporate Transaction.

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.  Unless otherwise defined herein, all terms used in this Fourth
Amendment shall have the meanings ascribed thereto in the Plan.

     2.  The definition of "Corporate Transaction" in Section 2 of the Plan (and
                            ---------------------
the appendices to each of the Stock Purchase Agreement and Stock Issuance
Agreement attached to the Plan) is hereby amended to provide as follows:

         (i)   "Corporate Transaction" shall mean the occurrence of any of the
         following:

               *****

               (iii) the direct or indirect sale or exchange in a single or
         series of related transactions by the stockholders of the Company in
         which securities possessing more than fifty percent (50%) of the total
         combined voting power of the Company's outstanding securities are
         transferred to a person or persons different from the persons holding
         these securities immediately prior to such transaction.

     3.  The following new sentence is hereby added to the vesting schedule to
the Stock Option Agreement attached as an exhibit to the Plan:

         "Notwithstanding the foregoing, if a Corporate Transaction occurs,
     then effective immediately prior to the closing of the Corporate
     Transaction, Optionee's vesting and exercise schedule shall be deemed
     accelerated by twelve (12) months."

     4.  A new clause (iii) is hereby added to Section D.3. of the Stock
Purchase Agreement attached as an exhibit to the Plan:

<PAGE>

               "(iii)  Notwithstanding the foregoing, if a Corporate Transaction
          occurs, then effective immediately prior to the closing of the
          Corporate Transaction, Optionee's vesting schedule shall be deemed
          accelerated by twelve (12) months, and the Repurchase Right shall
          accordingly lapse with respect to such Purchased Shares."

     5.   A new clause (iii) is hereby added to Section D.3. of the Stock
 Issuance Agreement attached as an exhibit to the Plan:

               "(iii)  Notwithstanding the foregoing, if a Corporate Transaction
          occurs, then effective immediately prior to the closing of the
          Corporate Transaction, Participant's vesting schedule shall be deemed
          accelerated by twelve (12) months, and the Repurchase Right shall
          accordingly lapse with respect to such Purchased Shares."

     6.   Except as otherwise expressly set forth herein, all terms and
 conditions of the Plan shall remain in full force and effect.

     IN WITNESS WHEREOF, this Fourth Amendment has been executed and delivered,
 effective as of March 26, 1999.

                         CLEARCOMMERCE CORPORATION,
                         a Delaware corporation


                         By: /s/ Robert Lynch
                             ---------------------------------------------------
                             Robert Lynch, President and Chief Executive Officer




<PAGE>

                                FIFTH AMENDMENT
                                      OF
              CLEARCOMMERCE 1997 STOCK OPTION/PLAN ISSUANCE PLAN
              --------------------------------------------------

     WHEREAS, ClearCommerce Corporation, a Delaware corporation (the "Company"),
adopted the Company's 1997 Stock Option/Stock Issuance Plan (the "Plan") to,
among other things, attract and retain the best available personnel for
positions of substantial responsibilities, to provide additional incentive to
Employees and Directors and to promote the success of the Company's business;
and

     WHEREAS, the Board of Directors and Stockholders have authorized the
Company to amend the Plan as set forth herein.

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.   Unless otherwise defined herein, all terms used in this Fifth
Amendment shall have the meanings ascribed thereto in the Plan.

     2.   Section 13(c) of the Plan is hereby amended and restated in its
          entirety to provide as follows:

          "In the event of a Corporate Transaction the successor corporation, or
          its Parent or a Subsidiary of the successor corporation, shall
          substitute for each Option then outstanding under this Plan an option
          of equivalent value; provided that with respect to a Corporate
          Transaction as defined in Section 2(i)(i) and Section 2(i)(iii) of
          this Plan, the successor corporation, or its Parent or a Subsidiary of
          the successor corporation, shall be required to issue such equivalent
          options only if all of the Company's issued and outstanding voting
          securities are transferred in the subject transaction to the successor
          corporation or its Parent."

     3.   Except as otherwise expressly set forth herein, all terms and
conditions of the Plan shall remain in full force and effect.

     IN WITNESS WHEREOF, this Fifth Amendment has been executed and delivered,
effective as of June 4, 1999.

                         CLEARCOMMERCE CORPORATION,
                         a Delaware corporation


                         By: /s/ Robert Lynch
                             ---------------------------------------------------
                             Robert Lynch, President and Chief Executive Officer

<PAGE>

                                SIXTH AMENDMENT
                                      OF
              CLEARCOMMERCE 1997 STOCK OPTION/STOCK ISSUANCE PLAN
              ---------------------------------------------------

     WHEREAS, ClearCommerce Corporation, a Delaware corporation (the "Company")
adopted the Company's 1997 Stock Option/Stock Issuance Plan (the "Plan") to,
among other things, attract and retain the best available personnel for
positions of substantial responsibilities, to provide additional incentive to
Employees and Directors and to promote the success of the Company's business;
and

     WHEREAS, the Board of Directors and Stockholders have authorized the
Company to amend the Plan to increase the number of Shares that may be issued
under the Plan from 1,901,240 to 2,001,940 and to permit the Administrator to
increase the number of Shares reserved for the issuance under the Plan.

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.   Unless otherwise defined herein, all terms used in this Sixth
Amendment shall have the meanings ascribed thereto in the Plan.

     2.   The first sentence of Section 3 of the Plan, as amended, is hereby
amended and restated in its entirety as follows:

          "Subject to the provisions of Section 13 of the Plan, the maximum
     aggregate number of Shares that may be issued under the Plan is 2,001,940."

     3.   Except as otherwise expressly set forth herein, all terms and
conditions of the Plan shall remain in full force and effect.

     IN WITNESS WHEREOF, this Sixth Amendment has been executed and delivered,
effective as of October 15, 1999.

                         CLEARCOMMERCE CORPORATION,
                         a Delaware corporation



                         By:  /s/ Robert Lynch
                            ---------------------------------------------------
                            Robert Lynch, President and Chief Executive Officer

<PAGE>


                               SEVENTH AMENDMENT
                                      OF
             CLEARCOMMERCE 1997 STOCK OPTION/STOCK ISSUANCE PLAN
             ---------------------------------------------------

     WHEREAS, ClearCommerce Corporation, a Delaware corporation (the "Company")
adopted the Company's 1997 Stock Option/Stock Issuance Plan (the "Plan") to,
among other things, attract and retain the best available personnel for
positions of substantial responsibilities, to provide additional incentive to
Employees and Directors and to promote the success of the Company's business;
and

     WHEREAS, the Board of Directors and Stockholders have authorized the
Company to amend the Plan to accelerate vesting of stock options issued upon
Involuntary Termination after a Corporate Transaction.

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.   Unless otherwise defined herein, all terms upon in this Seventh
Amendment shall have the meanings ascribed thereto in the Plan.

     2.   The following new Section 11(c) of the Plan, as amended, is hereby
          added to the Plan:

          (c)  Notwithstanding the foregoing, if a Corporate Transaction occurs,
               then the option shall vest in full, upon an Involuntary
               Termination of Optionee's Service within 18 months following the
               effective date of a Corporate Transaction in which this Option
               has been assumed or assigned.

     3.   Except as otherwise expressly set forth herein, all terms and
conditions of the Plan shall remain in full force and effect.

     IN WITNESS WHEREOF, this Seventh Amendment has been executed and
delivered, effective as of October 29, 1999.

                         CLEARCOMMERCE CORPORATION,
                         a Delaware corporation


                         By: /s/ Robert Lynch
                             ---------------------------------------------------
                             Robert Lynch, President and Chief Executive Officer
<PAGE>

                               EIGHTH AMENDMENT
                                      OF
              CLEARCOMMERCE 1997 STOCK OPTION/STOCK ISSUANCE PLAN
              ---------------------------------------------------

     WHEREAS, ClearCommerce Corporation, a Delaware corporation (the "Company")
adopted the Company's 1997 Stock Option/Stock Issuance Plan (the "Plan") to,
among other things, attract and retain the best available personnel for
positions of substantial responsibilities, to provide additional incentive to
Employees and Directors and to promote the success of the Company's business;
and

     WHEREAS, the Board of Directors and Stockholders have authorized the
Company to amend the Plan to increase the number of Shares that may be issued
under the Plan from 2,001,940 to 3,415,710 and to permit the Administrator to
increase the number of Shares reserved for the issuance under the Plan.

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.   Unless otherwise defined herein, all terms used in this Eighth
Amendment shall have the meanings ascribed thereto in the Plan.

     2.   The first sentence of Section 3 of the Plan, as amended, is hereby
          amended and restated in its entirety as follows:

          "Subject to the provisions of Section 13 of the Plan, the maximum
     aggregate number of Shares that may be issued under the Plan is 3,415,710."

     3.   Except as otherwise expressly set forth herein, all terms and
conditions of the Plan shall remain in full force and effect.

     IN WITNESS WHEREOF, this Eighth Amendment has been executed and delivered,
effective as of February 3, 2000.

                         CLEARCOMMERCE CORPORATION,
                         a Delaware corporation




                         By: /s/ Robert Lynch
                            ---------------------------------------------------
                            Robert Lynch, President and Chief Executive Officer

<PAGE>

                                NINTH AMENDMENT
                                       OF
              CLEARCOMMERCE 1997 STOCK OPTION/STOCK ISSUANCE PLAN
              ---------------------------------------------------

     WHEREAS, ClearCommerce Corporation, a Delaware corporation (the "Company")
adopted the Company's 1997 Stock Option/Stock Issuance Plan (the "Plan") to,
among other things, attract and retain the best available personnel for
positions of substantial responsibilities, to provide additional incentive to
Employees and Directors and to promote the success of the Company's business;

     WHEREAS, the Board of Directors and Stockholders wish to correct a
misstatement in the Plan and clarify that options may be granted not only to
employees and directors but also to consultants of the Company, with such
clarification for all purposes to be effective as of the date of initial
adoption of the Plan; and

     WHEREAS, the Board of Directors and Stockholders have authorized the
Company to amend the Plan to increase the number of Shares that may be issued
under the Plan from 3,415,710 to 3,961,710 and to permit the Administrator to
increase the number of Shares reserved for the issuance under the Plan.

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.  Unless otherwise defined herein, all terms used in this Ninth Amendment
shall have the meanings ascribed thereto in the Plan.

     2.  The first sentence of Section 3 of the Plan, as amended, is hereby
amended and restated in its entirety as follows:

         "Subject to the provisions of Section 13 of the Plan, the maximum
         aggregate number of Shares that may be issued under the Plan is
         3,961,710."

     3.  The definition of "Optionee" in the Plan is hereby amended and restated
to read in its entirety as follows:

         "'Optionee' means a Director, Employee or Consultant who receives an
         Option."

     4.  The following definition of "Consultant" is hereby inserted immediately
prior to the definition of "Continuous Status as an Employee" to read in its
entirety as follows:

         "'Consultant' means any person who is engaged by the Company or any
         Parent or Subsidiary to render consulting or advisory services to such
          entity.

     5.  Except as otherwise expressly set forth herein, all terms and
conditions of the Plan shall remain in full force and effect.
<PAGE>

     IN WITNESS WHEREOF, this Ninth Amendment has been executed and delivered,
effective as of March ___, 2000.

                         CLEARCOMMERCE CORPORATION,
                         a Delaware corporation




                         By:
                            ----------------------------------------------------
                             Robert Lynch, President and Chief Executive Officer