CLEARCOMMERCE CORP S-1

FORM S-1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

CERTIFICATE OF CORRECTION

BYLAWS OF OUTREACH COMMUNICATIONS CORPORATION.

AMENDED AND RESTATED INVESTORS' RIGHTS

WARRANT ISSUED TO GERALD YOUNGBLOOD

STOCK PURCHASE WARRANT ISSUED IMPERIAL BANK

COMMON STOCK PURCHASE WARRANT TO HEWLETT PACKARD

WARRANT PURCHASE COMMON STOCK TO HEWLETT PACKARD

FORM OF INDEMNIFICATION AGREEMENT

1997 STOCK OPTION/STOCK ISSUANCE PLAN

FORM OF OPTION AGREEMENT

FORM OF STOCK PURCHASE AGREEMENT

FORM OF STOCK ISSUANCE AGREEMENT

2000 STOCK PLAN

FORM OF OPTION AGREEMENT UNDER 2000 STOCK PLAN

FORM OF RESTRICTED STOCK PURCHASE AGREEMENT

2000 EMPLOYEE STOCK PURCHASE PLAN

FORM OF SUBSCRIPTION AGREEMENT

2000 DIRECTOR OPTION PLAN

FORM OF OPTION AGREEMENT

LEASE AGREEMENT

FIRST AMENDMENT TO LEASE AGREEMENT

SECOND AMENDMENT TO LEASE AGREEMENT

CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT

SECOND AMENDMENT TO CREDIT AGREEMENT

EMPLOYMENT AGREEMENT

REPURCHASE AGREEMENT

FIRST AMENDMENT OF REPURCHASE AGREEMENT

REPURCHASE AGREEMENT

FIRST AMENDMENT OF REPURCHASE AGREEMENT

STOCK SUBSCRIPTION AGREEMENT

FIRST AMENDMENT OF STOCK SUBSCRIPTION AGREEMENT

CLEARCOMMERCE 401(K) PLAN

CLEARCOMMERCE CORPORATION COMMON STOCK PURCHASE AGREEMENT

LIST OF SUBSIDIARIES

CONSENT OF PRICEWATERHOUSECOOPERS LLP

FINANCIAL DATA SCHEDULE