EXHIBIT 10.18
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                                December 15, 2000



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[Name of Employee]

      You are executing this agreement because you have agreed to participate in
the Exchange Applications, Inc. (the "Company") stock option exchange program.
You hereby agree with the Company as follows:

      1. SURRENDER AND CANCELLATION OF STOCK OPTIONS. You are hereby
surrendering all unexercised stock options evidenced by the stock option
agreements listed on Schedule A attached hereto (the "Cancelled Options"). You
agree that if the Company requests, you promptly will surrender to the Company
the original stock option agreements governing such stock options. You represent
to the Company that the stock options listed on Schedule A includes all stock
options granted to you at any time on or after June 15, 2000. The information
set forth on Schedule A with respect to the Cancelled Options is true and
correct as of today's date.

      2. GRANT OF NEW STOCK OPTIONS. On June 18, 2001 (the "New Grant Date"), so
long as you are still then employed by the Company, the Company will grant to
you stock options to purchase the same number of shares of the Company's common
stock surrendered by you under paragraph 1 above (the "New Options"). The
exercise price per share of the New Options will be the fair value of the
Company's common stock as of the close of business on the day immediately
preceding the New Grant Date.

      Except as set forth below with respect to unvested "performance-based"
options, the timetable for the vesting of the New Options will be identical to
the vesting timetable for the Cancelled Options (so that you will be vested in
your New Options, if granted, as you would have been under your Cancelled
Options). New Options being issued in respect of Cancelled Options that were
"performance-based" options, if granted, will be vested to the extent they were
vested as of the date they became Cancelled Options and for those options that
were not vested as of the date they became Cancelled Options will vest in ten
equal quarterly installments on the last day of each calendar quarter,
commencing June 30, 2001.

      YOU ACKNOWLEDGE AND UNDERSTAND THAT BY ENTERING INTO THIS AGREEMENT YOU
HAVE IRREVOCABLY AND UNCONDITIONALLY (I) GIVEN UP ALL RIGHTS AND INTERESTS UNDER
THE CANCELLED OPTIONS, AND (II) AGREED THAT, UNLESS YOU ARE EMPLOYED BY THE
COMPANY ON JUNE 18, 2001, THE COMPANY SHALL HAVE NO OBLIGATION OF ANY KIND TO
ISSUE OR GRANT TO YOU AND YOU WILL HAVE NO RIGHTS TO RECEIVE ANY NEW OPTIONS OR
ANY OTHER RIGHTS OR CONSIDERATION IN RESPECT OF YOUR CANCELLED OPTIONS.
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                                       -2-



      3.  RECLASSIFICATIONS OF COMMON STOCK; ADJUSTMENTS. In the event on or
prior to the New Grant Date of any reclassification of or change to the
Company's common stock, or in the case of any consolidation or merger of the
Company with or into another corporation (other than a merger in which the
Company is a continuing corporation and which does not result in any
reclassification or change of the Company's common stock), the number of shares
of common stock or other securities under, and the exercise price under the New
Options shall be appropriately and equitably adjusted to give effect to such
event. In the event on or prior to the New Grant Date of any subdivision or
combination of the Company's common stock the exercise price and the number of
shares of the Company's common stock to be covered by the New Options, if and
when granted to you, shall be appropriately and equitably adjusted to give
effect to such event.

      4.  DISCLAIMERS. This agreement (i) shall not be deemed a contract of
employment and you shall continue to be an employee "at will," and (ii) shall
not confer to you any rights upon your termination of employment by the Company.

      5. MISCELLANEOUS. This agreement shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts (without reference
to principles of conflicts or choice of law). This agreement may be executed in
counterparts (including by telecopier), each of which shall be an original and
all of which taken together shall constitute one and the same agreement. This
agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns. Your rights under this agreement may not be transferred
or assigned to any person or entity, by operation of law or otherwise.



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                                       -3-




      Please evidence your agreement by executing and returning a copy of this
agreement to Exchange Applications, Inc., 89 South Street, Boston, MA 02111,
Attention: Ms. Kris Zaepfel, Telecopier Number: (617) 443-9143.



                                                 EXCHANGE APPLICATIONS, INC.


                                                 By: ________________________
                                                     Title:

Accepted and Agreed:



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Name:

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                                       -4-



                                   SCHEDULE A

                                       TO

                   OPTION EXCHANGE PROGRAM EXCHANGE AGREEMENT

                                CANCELLED OPTIONS




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   Date of                                                       Unexercised
Stock Option                                                 Options/Unexercised
  Agreement    Grant Date   Exercise Price   Options Granted    Vested Options
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