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                                                                 EXHIBIT 10.11.1

                                FIRST AMENDMENT
                                      OF
                             REPURCHASE AGREEMENT
                             --------------------

     THIS FIRST AMENDMENT OF REPURCHASE AGREEMENT (this "Amendment") is entered
into effective as of March 26, 1999, by and between ClearCommerce Corporation
(f/k/a Outreach Communications Corporation), a Delaware corporation (the
"Corporation"), and R.C. Estes ("Estes").

                                   RECITALS
                                   --------

     WHEREAS, the Corporation and Estes entered into that certain Repurchase
Agreement, dated September 15, 1997 (the "Repurchase Agreement"), providing for,
among other things, certain vesting provisions with respect to the Corporation's
Common Stock owned by Estes; and

     WHEREAS, the parties to the Repurchase Agreement desire to amend certain
provisions of the Repurchase Agreement to provide for twelve (12) months
accelerated vesting and to amend the definition of "Change in Control" as set
forth herein.

                                   AMENDMENT
                                   ---------

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby amend the
Repurchase Agreement as follows:

     1.   Terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Repurchase Agreement.

     2.   Exhibit I to the Repurchase Agreement is hereby amended to add the
          ---------
following sentence at the end of the "Vesting Schedule":
                                      ----------------

          "Notwithstanding the foregoing, if a Change in Control occurs, then
          effective immediately prior to the closing of the Change in Control,
          the vesting of Shareholder's Unvested Shares shall be deemed
          accelerated by twelve (12) months."

     3.   A new clause (c) is hereby added to the definition of "Change in
                                                                 ---------
Control" in the Appendix to the Repurchase Agreement to provide as follows:
-------

               "(c)  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."


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     4.   Except as herein modified and amended, all terms and conditions of the
Repurchase Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, this Amendment has been executed and delivered as of
the date first written above.

                                    CORPORATION:
                                    -----------

                                    CLEARCOMMERCE CORPORATION,
                                    a Delaware corporation



                                    By: _____________________________________
                                        Robert Lynch, Chief Executive Officer


                                    ESTES:
                                    -----

                                    By:  /s/ R.C. Estes
                                        -------------------------------------
                                             R.C. Estes


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