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                                                                   Exhibit 10.53

                               EXCHANGE AGREEMENT


         This Exchange Agreement (this "Agreement"), dated as of January 21,
2000, by and among OCM Caminus Investment, Inc., a Delaware corporation ("OCM
Investment") and Caminus Corporation, a Delaware corporation ("Caminus
Corporation").

         WHEREAS, OCM Investment is a member of Caminus LLC, a Delaware limited
liability company ("Caminus LLC"), and holds approximately 40% of its membership
interests;

         WHEREAS, Caminus LLC intends to enter into a transaction whereby the
legal status of Caminus LLC will be reorganized from a limited liability company
into a subchapter C corporation through a merger of Caminus LLC with and into
Caminus Corporation, and all of the membership interests in Caminus LLC will be
converted into common stock of Caminus Corporation (the "Reorganization");

         WHEREAS, immediately prior to the Reorganization, OCM Investment wishes
to transfer all of its assets, consisting solely of membership interests in
Caminus LLC, to Caminus Corporation solely in exchange for common stock of
Caminus Corporation (the "Exchange") in a transaction intended to qualify as a
"reorganization" within the meaning of Section 368(a)(1)(C) of the Internal
Revenue Code of 1986, as amended (the "Code"), and Caminus Corporation desires
to effect such Exchange;

         NOW, THEREFORE, in consideration of the mutual covenants set forth, the
parties hereto agree as follows:

         1.       The Exchange
                  ------------

                  (a) Immediately prior to the Reorganization, OCM Investment
         shall transfer to Caminus Corporation all of OCM Investment's
         membership interests in Caminus LLC, its sole asset, in exchange for
         common stock of Caminus Corporation (the "Shares"). Each share of
         membership interest in Caminus LLC will be exchanged for 0.095238 of
         one share of Caminus Corporation common stock.

                  (b) The parties hereto acknowledge that this Agreement is part
         of a plan of reorganization, which reorganization is intended to
         qualify as a "reorganization" within the meaning of Code Section
         368(a)(1)(C).

                  (c) Although the Exchange is scheduled to occur immediately
         prior to the Reorganization, the Exchange shall be deemed not to have
         occurred, and the closing of the Exchange shall be rescinded, if the
         Reorganization is not consummated immediately after the Exchange.

                  (d) Immediately after receipt of the Shares, OCM Investment
         shall liquidate its assets and in connection with such liquidation,
         distribute the Shares to its sole shareholder, OCM Principal
         Opportunities Fund, L.P.


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         2.       Representations
                  ---------------

                  (a) OCM Investment is an "accredited investor" as defined in
         Rule 501(a) under the Securities Act.

                  (b) OCM Investment and Caminus Corporation each has full power
         and authority to enter into and to perform this Agreement in accordance
         with its terms.

                  (c) OCM Investment had carefully reviewed the representations
         made by Caminus Corporation contained in this Agreement and has made
         detailed inquiry concerning the Company, its business and its
         personnel; the officers of Caminus Corporation have made available to
         OCM Investment any and all written information requested by OCM
         Investment and have answered to OCM Investment's satisfaction all
         inquiries made by it; and OCM Investment has sufficient knowledge and
         experience in finance and business such that it is capable of
         evaluating the risks and merits of its investment in Caminus
         Corporation, and OCM Investment is able financially to bear the risks
         thereof.

         3.       Miscellaneous
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                  (a) This Agreement may be terminated by any party prior to the
         consummation of the Exchange.

                  (b) This Agreement may be amended, supplemented or modified
         with the consent of each party hereto.

                  (c) This Agreement shall be governed by the laws of the state
         of Delaware.


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         IN WITNESS WHEREOF, the parties to this Agreement have duly executed
this Agreement as of the date first written above.


                                               OCM CAMINUS INVESTMENT, INC.


                                               By:    /s/ Kenneth Liang
                                                  ---------------------------
                                                    Name: Kenneth Liang
                                                    Title: Vice President

                                               By:   /s/ B. James Ford
                                                  ---------------------------
                                                    Name: B. James Ford
                                                    Title: Vice President

                                               CAMINUS CORPORATION


                                               By:    /s/ Mark A. Herman
                                                  ---------------------------
                                                    Name: Mark A. Herman
                                                    Title: CFO



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