STRATEGIC RELATIONSHIP



                         AND SOFTWARE LICENSE AGREEMENT



                                       BY



                                      AND



                                    BETWEEN



                            HEWLETT-PACKARD COMPANY



                                      AND



                           CLEARCOMMERCE CORPORATION



                                     DATED



                               SEPTEMBER 30,1999

<PAGE>



                             STRATEGIC RELATIONSHIP

                                      AND

                           SOFTWARE LICENSE AGREEMENT





 This Strategic Relationship and Software License Agreement (this "Agreement")

 is made as of September 30, 1999 ("Effective Date") by and between HEWLETT-

 PACKARD COMPANY, a Delaware Corporation and its subsidiaries, divisions and

 affiliates ("HP"), and CLEARCOMMERCE CORPORATION, a Delaware corporation

 ("ClearCommerce").



 WHEREAS, HP and ClearCommerce have entered into a Bundled Software License

 Agreement dated March 31, 1999 ("Bundled Software License Agreement) and

 ClearCommerce License Purchase Form No. 98-1203 executed by HP on March 29,

 1999 (collectively the "Prior Agreements") for the licensing of certain

 ClearCommerce products to HP; AND



 WHEREAS, HP and ClearCommerce desire to expand their relationship into a

 strategic relationship which covers all ClearCommerce products and services;

 AND



 WHEREAS, HP and ClearCommerce desire to supercede the Prior Agreements with

 this Agreement;



 NOW THEREFORE, the parties hereby agree as follows:



 I .  DEFINITIONS



      1.1.  "Program" means ClearCommerce's software program(s) listed and

             -------

            described in Exhibit A hereto, including all Enhancements and

                        ---------

            localized versions thereto as further set forth below.



      1.2.  "Enhancements" mean all bug fixes, error corrections, updates,

             ------------

            modifications, new features, new functionalities, upgrades or

            versions of the Program or Documentation.



      1.3.  "Documentation" means the manuals and other documentation that

             -------------

            ClearCommerce ordinarily makes available with a Program and any

            other documentation and information regarding the Program which HP

            reasonably requests for evaluation and use of the Program as

            contemplated herein, including those items listed and described in



            Exhibit A hereto.

            ---------



      1.4.  "Complete Copy" of a Program includes (i) a master copy of the

             -------------

            Program in object code form (as specified on, Exhibit A hereto) on

                                                          ---------

            the media described on Exhibit A that satisfies all functional

                                   ---------

            specifications set forth in the Documentation, (ii) copies of all

            tools, software programs, and documentation used to certify the

            correct operation of the Program, and (iii) all Documentation and

            technical manuals for the Program in the form(s) and on the media

            described in Exhibit A.

                         ---------



      1.5.  "HP Product(s)" means any HP product, in all its supported

             -------------

            configurations and with all associated peripherals.



                                       2

<PAGE>



      1.6.  "Subsidiaries" will mean an entity controlled by or under common

             ------------

            control with a party to this Agreement, through ownership or control

            of more than fifty percent (50% ) of the voting power of the shares

            or other means of ownership or control, provided that such control

            continues to exist.



      1.7.  "Commerce for The Millennium Program ('CFTM')  shall mean HP's

             --------------------------------------------

            electronic commerce solution for service providers to deliver e-

            commerce services to businesses.



      1.8.  "Store License" is defined as a per storefront license under the

             -------------

            CFTM for a set or open ended number of months, such that a Merchant

            (as defined below) with two (2) storefronts will require two (2)

            Store Licenses.



      1.9.  "Store-Months" will consist of one (1) month of license per Store

             ------------

            License under the CFTM.



      1.10. "Merchant" is a business entity that is selling goods or services

             --------

            via the Internet under the CFTM.



 2.   DELIVERY AND ACCEPTANCE



      2.1.  Delivery.  ClearCommerce agrees to deliver to HP a Complete Copy of

            --------

            each Program listed in Exhibit A not already received and tested by

                                   ---------

            HP no later than ten (10) days after the execution of this

            Agreement.



      2.2.  Acceptance.  HP will be entitled to test and evaluate any Program by

            ----------

            whatever means it deems appropriate consistent with ClearCommerce's

            rights in the Program, and ClearCommerce hereby grants to HP any

            licenses necessary for HP to perform its evaluation. Such licenses

            will include the right of HP to use third party subcontractors to

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