<PAGE>
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 total amount paid for the original
development of the Virtual Linkpoint product was paid in advance 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.
1
<PAGE>
This check processing feature is specifically excluded from the
exclusivity benefits granted to CSI in the License Agreement Addendum
A, dated December 31, 1998 per Section B.3. of that Addendum.
The Services specified above are provided on a time and materials
("T&M") basis. 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:_______________________
2
