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                                                                   EXHIBIT 10.31

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                          SOFTWARE MARKETING AGREEMENT

This Agreement, made as of this ____________ day of ________________, 1997 ("the
Effective Date"), by and between Exchange Applications, Inc., a Delaware
corporation having a principal place of business 695 Atlantic Avenue, Boston,
Massachusetts 02111("Exchange"), and Acxiom Corporation, a Delaware corporation
having a principal place of business at 301 Industrial Boulevard, Conway,
Arkansas 72032 ("Acxiom").

                          W I T N E S S E T H  T H A T :

WHEREAS, Exchange has developed a client server campaign management software
product known as "ValEX(TM)" consisting of, among other things, certain computer
programs and routines, together with related information and know-how;

WHEREAS, Acxiom provides computer outsourcing services and/or products, as
described in Appendix B, which Acxiom markets to end users in the industries;
and

WHEREAS, Exchange and Acxiom desires to enter into an agreement by which an
Acxiom Business Unit may enter into one or more marketing arrangements with
Exchange, to act as a value-added service provider and/or promotional agent, as
set forth in this Agreement.

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

1.       DEFINITIONS

1.1      "Business Unit" shall mean that division of Acxiom that has agreed to
the terms of this Agreement, and who has executed an Appendix C, as mutually
negotiated with Exchange, to this Agreement.

1.2      "Designated Computer Server" shall mean the computer hardware and
operating system designated on the relevant Order Form for use in conjunction
with the Developer License and with the Sublicensed Licensed Software.

1.3      "Developer License" shall mean the license granted to Acxiom to use the
Licensed Software pursuant to the terms of Section 2.1 of this Agreement.

1.4      "Finder" shall mean, when the context requires, the role of either
Exchange or Acxiom during the marketing and promotion of the products and/or
services of the other party, as specified in Exhibit C.

1.5      "Licensed Software" shall mean the computer software, in object code
form, owned or distributed by Exchange for which Acxiom is granted a Developer
License pursuant to this Agreement; the user guides and manuals for use of the
software ("Documentation"); and any updates, modifications or enhancements
thereto ("Updates"), furnished to Acxiom by Exchange, and as described in
Appendix A.

1.6      "Master Customer Information File" or "MCIF" shall mean the aggregate
number of individual customer records, or the aggregate number of prospect
records of Acxiom or of a User in the accessed database at the execution of the
Sublicense or Service Agreement.

1.7      "Order Form" shall mean a written document, consistent with the
provisions of Section 6.1 of this Agreement, by which Acxiom orders the Licensed
Software for a User.

1.8      "Service Agreement" shall mean that contract between a customer and
participating Business Unit under which it provides its Value-Added Solution,
and operates such Value-Added Solution on behalf of a User.

1.9      "Sublicense" shall mean a nonexclusive, nontransferable, non-perpetual
right granted by a participating Business Unit to a User, for a minimum of a
twelve (12) month period, to use an object code copy of the Licensed Software
only in conjunction with the Value-Added Solution, under terms and conditions as
attached hereto as Exhibit D.

1.10     The "System" shall be comprised of the Value-Added Solution licensed
for use in conjunction with the Licensed Software components.

1.11     "Territory" shall mean the geographic location identified in each
Appendix C.

1.12     "User" shall mean any corporation, association, joint venture,
partnership, trust, business, individual, government or political subdivision
thereof or any governmental agency who is granted a Sublicense for the Licensed
Software for such third party's own internal business purposes in conjunction
with the Value-Added Solution offered by the participating Business Unit.

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1.13     "Update(s)" shall mean subsequent maintenance releases of the Licensed
Software, which are generally made available to licenses receiving maintenance
support, at no additional charge, other than media and handling charges. Updates
shall not include any releases, options or future products which Exchange
licenses separately.

1.14     "Value-Added Service Provider" or "VASP" shall mean any participating
Business Unit which executes an Appendix C, and agrees to the provisions of
Exhibit B. 1.15 "VASP Partner Account Procurement" shall mean a named
organizational procurement specified in a mutually negotiated Appendix C. 1.16
"Value-Added Solution" shall mean the computer outsourcing services and/or
products which provide value-added capabilities to the Licensed Software, which
are developed, sold, and/or licensed to a User by a participating Business Unit
for such User's internal business requirements and objectives.

2.       GRANT OF LICENSE

In consideration of Acxiom's agreement to make its best efforts to include the
Licensed Software as the campaign management component in its Value-Added
Solution at anytime a third party software component is included in a proposed
solution, and in consideration of the fees payable to Exchange by Acxiom as
specified in Exhibit A, Exchange hereby agrees as follows:

2.1      DEVELOPER LICENSE

2.1.1    To grant to Acxiom, for the term of this Agreement, nonexclusive,
nontransferable license to use one (1) Developer License on the Designated
Computer Server, or on a backup system on a temporary basis if the Designated
Computer Server is inoperative, up to the specified maximum number of designated
Users. Acxiom's use of the Developer License is authorized only as follows:

(i)      to allow each participating Business Unit to access the Developer
License only for purposes of developing or prototyping its Value-Added Solution;

(ii)     to allow each participating Business Unit to provide services to a User
pursuant to a Services Agreement solely in conjunction with its Value-Added
Solution;

(iii)    to allow each participating Business Unit to provide training and
maintenance support services to employees and Users solely in conjunction with
the Value-Added Solution;

(iv)     to allow each participating Business Unit to use the Documentation
provided with the Licensed Software solely in support of the Business Unit's
authorized use of the Licensed Software; and

2.1.2    Acxiom is authorized to copy the Licensed Software for archival or
backup purposes only; no other copies shall be made without Exchange's prior
written consent. All titles, trademarks, and copyright and restricted rights
notices shall be reproduced in such copies, and Acxiom shall provide Exchange
with written notice of the number and location of all such copies. All archival
and backup copies of the programs are subject to the terms of this Agreement.

2.1.3    Acxiom shall not use or duplicate the Licensed Software (including the
Documentation) for any purpose other than as specified in this Agreement or make
the Licensed Software available to unauthorized third parties. Acxiom may not
use the Licensed Software for the operations of its business entities, the
processing of internal administrative data, or any third party data or
information, except as specifically authorized herein. Acxiom shall not rent,
electronically distribute, or timeshare the Licensed Software or market the
Licensed Software by interactive cable or remote processing services or
otherwise distribute the Licensed Software other than as specified in this
Agreement. Acxiom agrees that it shall not perform, and shall not cause or
permit, the reverse engineering, disassembly, or recompilation of the Licensed
Software (including the Documentation).

3.       TITLE

3.1      Exchange shall retain all title, copyright, and other proprietary
rights in the Licensed Software, Documentation, and any Updates, enhancements,
modifications or translations thereof. Acxiom and its Users do not acquire any
rights in the Licensed Software other than those specified in this Agreement.

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3.2      Acxiom acknowledges that the Licensed Software is licensed and not
sold. The Licensed Software may contain or be derived from portions of materials
provided by a third party under license to Exchange. Exchange assumes
responsibility for the selection of such material and their use in the Licensed
Software.

3.2.1    Acxiom acknowledges that the third party whose material may be
incorporated in the Licensed Software may enforce any of the provisions of this
Agreement, to the extent such third party materials are affected.

4.       MUTUAL COOPERATION

4.1      Exchange and Acxiom agree that cooperation between them will contribute
to the success of this relationship. Therefore, the parties agree as follows:

4.1.2    To meet or teleconference on a monthly basis to plan account management
for each VASP Partner Account Procurement identified in Appendix C, and for all
prospective Users as may be mutually agreed, and to discuss status and plans for
the development of the Licensed Software, and of Acxiom's services and products.
Such account management shall mean, Exchange and Acxiom working together to
develop joint strategies, entering into full disclosure on all related matters,
and making all reasonable efforts to define an account plan within thirty (30)
days from the mutual agreement to the naming of the VASP Partner Account
Procurement. Neither party will be obligated hereunder if such disclosure will
violate, or threatens to violate a customer confidence or a valid legal
obligation. The parties will meet every six (6) months to review the named VASP
Partner Account Procurements listed in each Appendix C to determine if they will
be removed from the Appendix C, or if they will be extended for the subsequent
six (6) month period. if; and

4.1.3    To work together to develop a training plan, including activities,
dates, and descriptions of skill levels to be achieved, for Acxiom to market the
Licensed Software as part of the Value-Added Solution, and for Exchange to
participate in discussions regarding Acxiom's services and products; and

4.1.4    To work together to develop an installation plan specifying the
responsibilities of each party in each installation of the Licensed Software
where Exchange's assistance is needed; and

4.1.5    To appoint a Relationship Manager to be the primary point of contact
for communication and coordination of all such joint endeavors; and

4.1.6    To discuss in good faith any requested changes to the Licensed Software
made by Acxiom, except that Acxiom agrees that any such change will be made at
the sole reasonable discretion of Exchange.

4.1.7    Exchange and Acxiom agree to coordinate a presentation and review with
the Gartner Group to position this partnership. The review is targeted to take
place on 5 May 1997. The parties will also agree to participate in other
publicity activities, which may include, but not necessarily be limited to,
press releases, joint collateral, joint white papers, joint seminars, and
cultivating references.

4.1.8    To use the dispute resolution procedure as set forth in Section 16 of
this Agreement; and 4.2 For the term of this Agreement, Acxiom agrees:

4.2.1    To perform all the tasks, and to assign employees with the required
professional skills, as required to fulfill its obligations under this
Agreement; and

4.2.2    To provide training, documentation, support, marketing materials, and
demonstration software as necessary for Exchange to be able to discuss Acxiom
products and services with customers and prospects, to integrate Acxiom products
and services in proposed solutions, at Exchange's sole discretion, and to
communicate effectively and discuss joint solutions with Acxiom's relationship
manager. Any training will be provided at least once annually, at the beginning
of each contract year, at no cost to Exchange; and

4.2.3    To provide Exchange with ninety (90) days prior written notice in the
event that Acxiom (i) plans to develop a product that is similar to, or
competitive with the Licensed Software, or (ii) plans to enter into a similar
relationship with a third party for a product that is similar to or competitive
with the Licensed Software; and

4.2.3.1  The parties acknowledge that Acxiom UK has commenced the development on
a product named Rapidus, which is similar to the Licensed Software. Throughout
the term of this Agreement, Acxiom agrees to disclose all

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development plans regarding Rapidus to Exchange, and to present to Exchange on a
six month basis, a detailed demonstration of the Rapidus product.

4.2.4    For the term of this Agreement, and for a period of two (2) years from
any expiration or termination hereof, Acxiom agrees that it will not market a
"stand alone" product, similar to or competitive with the Licensed Software,
including Rapidus, to the VASP Partner Account Procurement industries identified
in the applicable Appendix C. For purposes of this Agreement, a "stand alone"
product means a product that is marketed by Acxiom outside of the scope of its
Value-Added Solution.

4.2.4    To encourage any customer or prospect to contact Exchange directly in
the event such customer or prospect desires to enter into a direct relationship
with Exchange.

4.3      For the term of this Agreement, Exchange agrees:

4.3.1    For the term of this Agreement, not to enter into any joint marketing
agreement with those Business Unit competitors named in the respective Appendix
C, unless Exchange has been brought into a project by another third party or
directly by the customer; and

4.3.2    To provide training, documentation, support, and marketing materials as
reasonably necessary for Acxiom to market, install, and provide maintenance
services for the Licensed Software as a part of its Value-Added Solution, and,
at no cost to Acxiom, to assist Acxiom in these activities, as reasonably
necessary, until such skills have been adequately transferred to Acxiom; and

4.3.3    To assist each Acxiom business unit, at Exchange's sole discretion, in
the initial two (2) installations of the Licensed Software at a User site; and

5.       SERVICES

5.1      MAINTENANCE SERVICES

5.1.1    DEVELOPER LICENSE SUPPORT

5.1.1.1  Exchange will provide maintenance services to Acxiom for the Licensed
Software in conjunction with Acxiom's Developer License. Such services will be
provided from the Effective Date of this Agreement, and will be provided in
accordance with the terms and conditions as outlined in Appendix E. Such
services will be provided for the term of the Developer License.

5.1.1.2  Acxiom shall obtain maintenance support services for the Developer
License for the Term of this Agreement and for any extension thereof, and may
not terminate maintenance services for any reason during the term of this
Agreement.

5.1.2    For each Sublicense issued by Acxiom to a User, Acxiom shall obtain
from Exchange User Sublicense Support as described the VASP terms and conditions
attached to the respective Appendix C.

5.1.3    In the event that Exchange performs maintenance services with respect
to the System that, pursuant to the Appendices E or F, should have been
performed by Acxiom or a participating Business Unit, then Acxiom will reimburse
Exchange for such services, charged at a rate of $2,000.00 per day, or portion
thereof. Acxiom will also reimburse Exchange for all actual and reasonable
expenses incurred in the performance of such services.

5.2      PROFESSIONAL SERVICES

5.2.1    On occasion, Acxiom and Exchange may agree to work together to provide
professional services to a User, where Exchange will act as a subcontractor to
Acxiom. In such an event, prior to the submission of a proposal to the User by
Acxiom, the parties will mutually agree in writing as to the basis of the
consulting services, the obligations of Acxiom and Exchange in the provision of
the services, statement of work, period of performance, price, payment terms.
All such professional services will be provided by Exchange pursuant to its
standard Master Agreement for Professional Services, attached hereto as Appendix
G.

6.       ORDERS: SHIPMENTS

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6.1      Upon the execution of each Service Agreement or Sublicense Agreement
with a User, either initial Sublicense or Sublicense for additional copies of
the Licensed Software or for the upgrade of the Licensed Software, the
participating Business Unit shall provide to Exchange an Order Form consistent
with the terms of this Agreement. At a minimum, each Order Form shall contain
the following information:

       1.) User Name, address, contact name and phone number
       2.) Execution Date of Sublicense Agreement
       3.) MCIF Size and number of named users
       4.) Licensed Software Components
       5.) Sublicense Royalty and Usage Royalty due, and payment schedule
       6.) Maintenance Royalty Due
       7.) Install Date

6.2      No order shall be binding upon Exchange until accepted by an authorized
representative or agent of Exchange at its principal place of business, which
acceptance shall not be unreasonably withheld.

6.3      Within ten (10) business days from Exchange's acceptance of a Business
Unit's order for a Sublicense, Exchange will ship the ordered Licensed Software
to Acxiom for distribution to User, F.O.B. Exchange's principal place of
business.

7.       ROYALTIES; FEES; PAYMENTS

7.1      The consideration to Exchange for the Developer License for the
Licensed Software is set forth in Exhibit A.

7.2      For each copy of the Licensed Software sublicensed by a Business Unit
under the VASP relationship, Acxiom shall pay to Exchange a Sublicense Royalty
and Maintenance Royalty as set forth in the VASP terms and conditions (Exhibit
B) attached to the respective Appendix C.

7.3      Finders Fees payable hereunder shall be paid in accordance with the
terms and conditions (Exhibit C) attached to the respective Appendix C.

7.4      Exchange and each participating Business Unit will meet every six (6)
months, commencing with six (6) months from the Effective Date, to review the
volume of Sublicense Agreements issued by the Business Unit in the prior six (6)
month period. In the event that the Business Unit has executed no Sublicense
Agreements within the reviewed period, then Exchange reserves the right to
review and modify the terms and conditions of the applicable Appendix C.

7.5      In the event that Exchange and a participating Business Unit agree to
partner together to provide a solution to a customer or prospect, Exchange and
the Business Unit will negotiate in good faith the products, services, and fees
payable to be proposed to the customer or prospect.

7.6      All fees are due and payable in U. S. Dollars and shall be F.O.B.
Exchange's principal place of business. Exchange shall have the sole right,
exercisable at any time and from time to time, by notice to Acxiom, to revise
its commercial price list for the Licensed Software. Any such revision shall be
effective ninety (90) days after date of such notice.

7.7      The fees stated in this Agreement, or which result from its terms do
not include taxes. In addition to the amounts due as determined under this
Section, Acxiom shall pay any and all federal, state and local sales, use,
excise and other taxes of any nature assessed upon or with respect to the
licenses granted hereunder, or with respect to copies of the Licensed Software
sublicensed pursuant to this Agreement, or otherwise arising from this Agreement
except for taxes based on Exchange's net income, corporate franchise or personal
property ownership or Exchange employee related tax. In the event that Exchange
is required to pay any such tax, Acxiom shall promptly reimburse Exchange for
the same.

8.       RESPONSIBILITIES OF ACXIOM

8.1      Acxiom represents that within two (2) months from the Effective Date,
it will have the personnel, knowledge and skill necessary to market the Licensed
Software as part of the System and provide services to Users in connection
therewith, and agrees that it shall, at its sole expense:

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(i)      provide installation support as well as reasonable training of Users in
the day to day use and application of the System;

(ii)     operate a service to provide Users with answers to routine questions
and other assistance in the use of the System;

(iii)    serve as the point of contact with Users to respond to requests for
maintenance services and process Users' claims for correction or replacement of
any portions of the Licensed Software incorporated in the System to the extent
that such claim may involve Exchange's warranty obligations under this
Agreement, including the prompt sending of a qualified employee to the User's
facility to diagnose such claim if deemed necessary by Acxiom;

(iv)     keep complete and accurate records of warranty claims and requests for
maintenance services or other assistance and of actions taken in response
thereto, and promptly make available all such records to Exchange, upon receipt
of a written request;

(v)      use commercially reasonable efforts to promote, advertise and market
the System in the Territory; and

(vi)     submit to Exchange not more than quarterly such data and written
reports with respect to its efforts in marketing the System and the performance
of the System as Exchange may reasonably request.

(vii)    avoid deceptive, misleading, illegal, or unethical practices that may
be detrimental to Exchange or to the Licensed Software;

(viii)   not make any representations, warranties, or guarantees to Users
concerning the Licensed Software that are inconsistent with or in addition to
those made in this Agreement or by Exchange; and

(ix)     comply with all applicable federal, state, and local laws and
regulations in performing its duties with respect to the Licensed Software.

(x)      provide training in the Licensed Software to its employees and Users;

(xi)     ensure that the Value-Added Solution comprises a substantial portion
(greater than fifty percent (50%)) of the System;

(xii)    establish its own pricing for the System, and acknowledge that Exchange
is free to establish its own price for the Licensed Software;

(xiii)   at its own expense, keep and maintain complete and accurate books and
records concerning the use and marketing of the Licensed Software for a period
of three (3) years from any expiration or termination of this Agreement. No more
than annually Exchange, or its authorized representative, shall have the right
to examine and audit, at Exchange's expense and during normal business hours,
all of Acxiom's books and records which may reasonably pertain to this
Agreement. If an audit reveals that Acxiom has underpaid fees to Exchange,
Acxiom shall be invoiced for such underpaid fees based on the Exchange's
commercial price list in effect at the time the audit is completed. If the
underpaid fees are in excess of five percent (5%), then, in addition to the past
due fees and interest due thereon, Acxiom shall pay Exchange's reasonable costs
of conducting the audit. Audits shall be conducted no more than once annually.
Exchange's rights under this Section 8.1(xiii) shall survive any expiration or
termination of this Agreement.

9.       TRADEMARKS

9.1      Acxiom shall use the Exchange trademark "ValEX(TM)" and the Exchange
design and logo, and the trade name Exchange in connection with the marketing of
the Licensed Software in accordance with the terms of this Agreement. Any such
use of the mark and name by Acxiom shall remain the sole property of Exchange
and shall inure to the benefit of Exchange.

9.2      "Exchange" and any other trademarks and service marks adopted by
Exchange to identify the Licensed Software and other Exchange products and
services belong to Exchange; Acxiom will have no rights in such marks except as
expressly set forth herein and as specified in writing from time to time.
Acxiom's use of Exchange's trademarks shall be under Exchange's trademark
policies and procedures then in effect.

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9.3      Unless otherwise notified in writing by Exchange, Acxiom agrees, with
respect to every other trademark, of Exchange, to include in each advertisement,
brochure, or other such use of the trademark, the symbol "TM" and the following
statement:

ValEX(TM)is a trademark of Exchange Applications, Inc., Boston, Massachusetts
02111

9.4      Acxiom shall not market the Exchange Licensed Software in any way which
implies that the Licensed Software is the proprietary product of Acxiom or of
any party other than Exchange. Exchange shall not have any liability to Acxiom
for any claims made by third parties relating to Acxiom's use of Exchange's
trademarks.

10.      WARRANTY: LIMITATIONS

10.1     Acxiom warrants that (i) it is duly formed corporation in good standing
under the laws of the state of Delaware; (i) it is qualified to transact
business in all states where the ownership of its properties or nature of its
operations requires such qualifications; (iii) it has full power and authority
to enter into and perform this Agreement; (iv) the execution and delivery of
this Agreement have been duly authorized; and (v) this Agreement does not
violate any law, statute or regulation, and does not breach any other agreement
or covenant to which Acxiom is a party or bound.

10.2     Exchange warrants that (i) it is duly formed corporation in good
standing under the laws of the state of Delaware; (i) it is qualified to
transact business in all states where the ownership of its properties or nature
of its operations requires such qualifications; (iii) it has full power and
authority to enter into and perform this Agreement; (iv) the execution and
delivery of this Agreement have been duly authorized; and (v) this Agreement
does not violate any law, statute or regulation, and does not breach any other
agreement or covenant to which Exchange is a party or bound.

10.3     Exchange warrants that, at the time of initial Developer License and
Sublicense delivery, each copy of the Licensed Software will be a true copy of
Exchange's standard version of the Licensed Software, as most recently released
by Exchange and will conform in all material respects to Exchange's published
specifications then in effect.

10.3.1   All Documentation and Updates are provided without warranty, on an
"AS-IS" basis.

10.3.2 Exchange does not warrant or represent that all errors can, or will be,
corrected.

10.4     Exchange's obligations for breach of warranty shall be limited to
corrections or replacement of that portion of the Licensed Software which fails
to conform to such warranty. In no event shall Exchange be liable for any breach
of warranty unless notice thereof is given to Exchange within ninety (90) days
from the date of the sublicense agreement for the relevant copy of the Licensed
Software.

10.5     Exchange shall have no liability under the foregoing warranty insofar
as:

(i)      Acxiom or a User modifies the Licensed Software without the prior
written consent of Exchange; or

(ii)     the Licensed Software is misused or exposed to environmental or
operating conditions beyond those specified in writing by Exchange; or

(iii)    the Licensed Software is damaged, altered or affected by accident,
neglect, misuse or other abuse by other than Exchange employees or agents; or

(iv)     The claimed defect or error has been caused, in whole or in part, by
persons other than Exchange or by products, equipment or computer programs not
provided by Exchange.

10.5.1   In no event shall Exchange have any responsibility to correct any
database errors or any errors or damages caused by or arising out of hardware
defects or input errors.

10.6     THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 10 ARE THE ONLY
WARRANTIES GIVEN BY EXCHANGE WITH RESPECT TO THE LICENSED SOFTWARE; EXCHANGE
MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE,
AND SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY
PARTICULAR PURPOSE.

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10.7     EXCHANGE'S TOTAL LIABILITY IN CONTRACT, TORT OR OTHERWISE ARISING OUT
OF OR IN CONNECTION WITH THE LICENSED SOFTWARE OR THIS AGREEMENT SHALL NOT
EXCEED THE SUBLICENSE FEE PAID TO EXCHANGE BY ACXIOM WITH RESPECT TO THE
PARTICULAR COPY OF THE LICENSED SOFTWARE WHICH IS THE SUBJECT OF SUCH CLAIM. IN
SUCH AN EVENT, THE RELATIVE SUBLICENSE MUST BE TERMINATED. IN NO EVENT SHALL
EXCHANGE BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR TORT DAMAGES,
INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS,
OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE
LICENSED SOFTWARE OR EXCHANGE'S PERFORMANCE OF SERVICES OR OF ANY OTHER
OBLIGATIONS RELATING TO THE LICENSED SOFTWARE, EVEN IF EXCHANGE HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO DAMAGES CAUSED BY
EXCHANGE'S NEGLIGENCE, ACXIOM SHALL INDEMNIFY EXCHANGE AND HOLD IT HARMLESS FROM
ANY LOSS, CLAIM OR DAMAGE TO ANY PERSON ARISING OUT OF ACXIOM'S USE OF THE
LICENSED SOFTWARE.

10.8     ALL THIRD PARTY SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED
WITH RESPECT TO THE USE OF ANY SUCH THIRD PARTY MATERIALS IN CONNECTION WITH THE
LICENSED SOFTWARE, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF
MERCHANTABILITY OR OF FITNESS FOR A PARTCULAR PURPOSE. THE LIMITATION OF
LIABILITIES STATED IN THIS SECTION ALSO APPLY TO ANY THIRD PARTY SUPPLIER OF
MATERIALS SUPPLIED AS PART OF THE LICENSED SOFTWARE. EXCHANGE AND ITS THIRD
PARTY SUPPLIER LIMITATIONS ARE NOT CUMULATIVE. SUCH THIRD PARTY SUPPLIER IS AN
INTENDED BENEFICIARY OF THIS SECTION.

10.9     Acxiom shall make no representation or warranty concerning the quality,
performance or other characteristics of the Licensed Software or Exchange's
obligations with respect thereto, other than those which are consistent in all
respects with, and do not expand the scope of, the warranties set forth herein.
Acxiom shall include in each sublicense agreement granting the right to use the
Licensed Software appropriate provisions effective to limit Exchange's warranty
liability as provided herein.

11.      INDEMNIFICATION

11.1     Exchange will defend, or, at its option, settle any and all claims
brought against Acxiom to the extent that such claim is based upon an assertion
that the Licensed Software infringes any United States patent or copyright or
third party trade secret rights, and shall indemnify Acxiom against all costs,
damages and expenses finally awarded against Acxiom as a direct result of any
such claim, provided that Acxiom notifies Exchange promptly in writing of any
such claim and gives Exchange full and complete authority, information and
reasonable assistance to defend against such claim, and that Exchange has
control of the defense of any such claim and all negotiations for its compromise
or settlement.

11.2     Should the Licensed Software or any part thereof become, or in
Exchange's opinion be likely to become, the subject of a claim of infringement,
Exchange may, at its option and expense, either procure for Acxiom and its Users
the right to continue using the Licensed Software or replace or modify the
Licensed Software to make it non-infringing, or to terminate the license and
Sublicenses issued for the infringing Licensed Software and to refund the
Sublicense Royalty fees paid to Exchange by Acxiom with respect to the
particular copy of the Licensed Software which is the subject of such claim,
less a reasonable allowance for use thereof. The foregoing states the entire
liability of Exchange and the sole and exclusive remedy of Acxiom with respect
to any claim of patent, copyright or trade secret infringement by the Licensed
Software or by the use thereof brought against Acxiom by any User, or brought
against any User a third party.

11.3     Exchange shall have no liability or obligation to Acxiom or any other
person for any infringement based upon (i) combination of the Licensed Software
with other products or services not furnished by Exchange or (ii) any addition
to or modification of the Licensed Software made after delivery of the Licensed
Software to Acxiom by any person other than Exchange, to the extent that such
infringement is directly caused by the combination, addition or modification,
(iii) use of a superseded or altered release of the Licensed Software if the
infringement would have been avoided by the use of a current unaltered release
of the Licensed Software that Exchange provides to Acxiom; or (iv) the
combination, operation or use of any Licensed Software furnished under this
Agreement with software, hardware or other materials not furnished by Exchange
if such infringement would have been avoided by the use of the Licensed Software
without such software, hardware or other materials.

11.4     Acxiom will, at its own expense, defend Exchange against, or settle,
any claim that any software, service, or other product(s) owned or licensed by
Acxiom which is provided as part of the System infringes a United States patent
or United States copyright in effect as of the Effective Date of this Agreement.
Acxiom shall indemnify Exchange against any and all costs, damages, and expenses
(including, without limitation, reasonable attorneys' fees) finally awarded
against Exchange as a result of any such claim, provided that Acxiom is given
(i) prompt written notice of such claim, and (ii) all reasonable requested
assistance, at Acxiom's sole expense, in the defense or

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settlement of such claim or suit. Acxiom shall be given the full and complete
authority and control of the defense or any negotiated settlement relative to
the subject matter of this Section 11.4.

11.5     THIS SECTION 11 STATES EXCHANGE'S SOLE LIABILITY FOR, AND ACXIOM'S SOLE
REMEDY FOR AN ACTUAL OR ALLEGED INFRINGEMENT.

12.      PROTECTION OF PROPRIETARY RIGHTS

12.1     Each party acknowledges that information provided by either party in
connection with this Agreement, may contain confidential and proprietary data,
and disclosure of such information may be damaging to the disclosing party.
Exchange and Acxiom, their successors, assignees, officers, directors, employees
and agents, agree that such information will be provided subject to the
following terms and conditions:

a)   The term "Proprietary Material", as used in this section, denotes any and
     all technical and business information disclosed in any manner or form
     including, but not limited to the Licensed Software, including all
     Documentation and Updates thereto, financial plans and records, marketing
     plans, business strategies, trade secrets, present and proposed products,
     computer software programs, source code, relationships with third parties,
     customer lists, information regarding customers and suppliers, founders,
     employees, and affiliates. Without limiting the generality of the
     foregoing, Proprietary Material shall include all technical manuals and
     software relating to the Licensed Software and Updates, and all know-how
     and technology employed or utilized in such manuals and software.

b)   Proprietary Material of the other party will be protected from disclosure
     to anyone other than the directors, officers and employees of the receiving
     party who have a need to have access to such Information to perform
     obligations under this Agreement. Each party will use the same degree of
     care to protect the Proprietary material of the other party as it uses to
     protect its own Proprietary Material of like importance, but no less than a
     reasonable degree of care.

c)   The disclosing party's Proprietary material will be used only as necessary
     for performance of the receiving party's obligations under this Agreement.
     Neither party will make copies of the Proprietary Material of the other
     without the express prior written consent of the disclosing party. Neither
     party will reverse assemble or decompile any Proprietary Material of the
     other for any purpose. Neither party will use the Proprietary Material of
     the other for the purpose of developing any similar or competitive product.

d)   The receiving party will not have any obligation with respect to any
     Proprietary Material of the disclosing party which the receiving party can
     establish:

     i)   is or becomes publicly available through no wrongful act of the
          receiving party;
     ii)  was lawfully obtained by the receiving party from a third party
          without any obligation to maintain the Information as proprietary or
          confidential;
     iii) was previously known to the receiving party without any obligation to
          keep it confidential; or
     iv)  was independently developed by the receiving party where the receiving
          party establishes that such development was accomplished without any
          use of the Proprietary Material of the disclosing party
     v)   is required to be disclosed pursuant to the final binding order of a
          U.S. governmental agency or U.S. court of competent jurisdiction,
          provided however, that Acxiom provide Exchange with immediate written
          notice of the pending order and the opportunity to defend it.

e)   Except as expressly stated in this Agreement no license to either parties'
     Information is either granted or implied by the disclosure of Information.

f)   Within 14 days of a request by the disclosing party, the receiving party
     shall return all Proprietary Material, including but not limited to
     documents, records, tapes, and any other media as well as all copies
     thereof in its possession or under its control that contains Information of
     the disclosing party.

g)   The duties and obligations to protect Proprietary Material will survive
     termination of this Agreement.

h)   The parties recognize and acknowledge that Proprietary Material may have
     competitive value and that irreparable damage might result to the
     disclosing party if Proprietary Material is improperly disclosed by the
     receiving party to any non-authorized third party. The parties agree that
     legal proceedings at law or in equity, including injunctive relief, may be
     appropriate in the event of a breach hereof.

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12.2     Acxiom understands and agrees that the Licensed Software is licensed by
Exchange for use by Users only in the country locations designated in each
sublicense herein and that in addition to the restrictions on the
non-transferability of the Licensed Software agreed elsewhere herein, Users
shall not move, remove or transmit the Licensed Software from such location.
Acxiom, this Agreement and the Licensed Software including all its components
are subject to any and all clauses, regulations, orders or other restrictions
relative to export, re-export, or redistribution of the Licensed Software and
its components that may now or in the future be imposed by the government of the
United States or any agency thereof (including the U.S. Department of Commerce).

12.3     The obligations of the parties under this Agreement to protect the
confidential and proprietary nature of the Proprietary Material shall survive
any expiration termination of this Agreement for any reason.

13.      TERM; TERMINATION

13.1     This Agreement, and the rights granted to Acxiom hereby, shall continue
for a period of two (2) years from the Effective Date and will be automatically
renewed for further terms of one (1) year unless terminated by either party upon
ninety (90) days written notice prior to any anniversary date of the Agreement,
or unless terminated as provided herein.

13.2     Exchange or Acxiom may terminate this Agreement by written notice to
the other party, effective immediately upon its sending, if the other party
shall file a petition in bankruptcy, shall be adjudicated a bankrupt, shall take
advantage of the insolvency laws of any jurisdiction to which it is subject,
shall make an assignment for the benefit or creditors, shall be voluntarily or
involuntarily dissolved, shall admit in writing its inability to pay debts as
they come due, or shall have a receiver, trustee or other court officer
appointed for its property.

13.3     If Acxiom shall fail to perform or shall be in breach of any of its
obligations hereunder, and shall have failed or been unable to remedy said
failure or breach within ten (10) days after receipt of written notice from
Exchange with respect thereto, Exchange may terminate this Agreement, or any
sublicense granted hereunder, by giving written notice of termination to Acxiom.
In addition to the foregoing, Exchange shall be entitled all remedies available
under law or equity. Said remedies may include, but not necessarily be limited
to, license fees, temporary use fees and termination.

13.4     If Acxiom provides Exchange with the required ninety (90) day prior
written notice, pursuant to Section 4.2.3, of its intent (i) to develop or
market a product that is similar to, or competitive with the Licensed Software,
or (ii) to enter into a similar relationship with a third party for a product
that is similar to or competitive with the Licensed Software, then Exchange may
terminate this Agreement by providing sixty (60) days prior written notice.

13.5     If Acxiom shall not have paid Exchange the full amount of any license
fee or Sublicense, Usage, or Maintenance Royalty for the Licensed Software as of
the date of any termination, then the unpaid balance of said license fee shall
become due and payable within ten (10) days following the date of termination.

13.6     Forthwith upon the expiration or any termination of this Agreement,
Acxiom (i) shall deliver to Exchange all Proprietary Material furnished to
Acxiom by Exchange in Acxiom's possession, custody or control; and (ii) shall
destroy all Proprietary Material, and render unusable information and data
relating to the Licensed Software stored in any storage facility which for any
reason cannot be delivered to Exchange. An authorized representative of Acxiom
shall certify in writing to Exchange that all Proprietary Material in its
possession, custody or control has been delivered to Exchange, destroyed or
rendered unusable.

13.7     The parties' rights and obligations under Sections 3, 8.4, 10.1, 10.2,
10.3.1, 10.3.2, 10.5, 10.5.1, 10.6, 10,7, 10.8, 11, 12, 13.5, 13.6, 13.7, 14,
15, 16, and 17 shall survive any expiration or termination of this Agreement.

14.      NONDISCLOSURE

14.1     Neither party shall without first obtaining the written consent of the
other party disclose the terms and conditions of this Agreement, except as may
be required to implement and enforce the terms of this Agreement, or as may be
required by legal procedures or by law. No other information exchanged between
the parties shall be deemed confidential unless the parties otherwise agree in
writing. Acxiom shall not disclose the results of benchmark tests or other
evaluation of the Licensed Software to any third party without Exchange's prior
written approval.

15.      GENERAL

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15.1     This Agreement sets forth the entire agreement between the parties
concerning the subject matter hereof and supersedes all other agreements or
understandings, written or oral, relating thereto. No representation, promise,
inducement or statement of intention has been made by either party which is not
set forth in this Agreement and neither shall be bound by or liable for any
alleged representation, promise, inducement or statement of intention not so set
forth. No amendment or modification of this Agreement or any provision hereof
shall be binding upon any party hereto unless made in writing and signed by the
parties.

15.2     This Agreement shall be binding upon, and inure to the benefit of, the
parties and their respective successors, legal representatives, and permitted
assigns, provided, however, that this Agreement is personal to both Acxiom and
Exchange.

15.3     This Agreement, the licenses or sublicenses granted hereunder and the
Licensed Software provided to Acxiom under this Agreement may not be assigned,
sublicensed or otherwise transferred by Acxiom to any third party other than as
provided herein, without Exchange's prior written consent. Any attempt by Acxiom
to assign, sublicense or transfer the Licensed Software, this Agreement, or any
of the rights or duties contained herein shall be void.

15.4     Acxiom shall for all purposes hereunder be an independent contractor.
This Agreement is not intended in any way to create the relationship of employer
and employee or principal and agent between Exchange and Acxiom and under no
circumstances shall Acxiom be considered an employee or agent of Exchange.
Acxiom shall have no authority to vary, alter or enlarge any of Exchange's
obligations hereunder or to make representations, warranties or guarantees on
behalf of Exchange. Acxiom shall make all agreements with Users respecting the
System in its own name and for its own account and risk, and shall establish its
own prices.

15.5     No waiver of any default hereunder shall operate as a waiver of any
other default or of a similar default on a future occasion. No waiver of any
term or condition hereof shall be effective unless the same shall be in writing
and signed by an authorized representative of the party waiving such term or
condition. No remedy referred to in this Agreement is intended to be exclusive,
but each shall be cumulative and in addition to any other remedy referred to
herein or otherwise available at law or in equity.

15.6     All notices to be given hereunder shall be in writing and shall be sent
by registered or certified mail, postage prepaid, duly addressed to the
respective parties at the addresses on the first page hereof or to such other
address as may be specified by written notification sent to the other party. All
notices shall be effective when received.

15.7     Neither Exchange nor Acxiom shall be liable for any delays in their
performance of any of its obligations hereunder due to causes beyond its
reasonable control, including, but not limited to, fire, strike, war, riots,
acts of any civil or military authority, acts of God, judicial action,
unavailability or shortages of materials or equipment, failures or delays in
delivery of vendors and suppliers or delays in transportation.

15.8     This Agreement shall be governed by, and construed and enforced with,
the substantive law of The Commonwealth of Massachusetts. Any legal action
brought by either party against the other shall only be brought in a state court
of Massachusetts or the U.S. Federal District Court in Massachusetts.

16.      DISPUTE RESOLUTION/ARBITRATION

16.1     Any and all disputes arising out of or in connection with the
interpretation, performance, or nonperformance of this Agreement shall be
settled in the following order:

(i)      The dispute shall be referred by each party to the Relationship
Manager(s).
(ii)     If the Relationship Manager(s) do not, within five (5) business days
from the date of referral, resolve the dispute, the dispute shall be referred to
Exchange's Vice President, Sales and Acxiom's Vice President, Sales.
(iii)    If the individuals to whom the matter is referred in Section (ii) above
do not resolve the dispute within ten (10) business days from the date the
dispute is referred to them, the dispute shall be referred to Exchange's
President, and Acxiom's president.
(iv)     If the individuals to whom the matter is referred in Section (iii)
above do not resolve the dispute within ten (10) business days from the date the
dispute is referred to them, the dispute shall be settled by arbitration.

16.2     The dispute shall be settled by arbitration before three arbitrators in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association. The place of arbitration shall be Boston, MA. The arbitrators will
be selected from a panel of persons experienced and knowledgeable in the
computer industry, with at least one of the arbitrators being an attorney and
one being a business executive. Prior to the initiation of arbitration,

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the aggrieved party will give the other party at least thirty (30) days written
notice describing the claim and amount as to which it intends to initiate
action.

17.      ESCROW

17.1     Exchange warrants that it has placed the source code for the ValEX(TM)
software component object code form in escrow and, upon request at any time,
Exchange will provide the name and address of the escrow Agent to Acxiom.
Exchange further warrants that the source code will be maintained in escrow in
accordance with Exchange's specifications.

17.2     In consideration of the escrow fee to be paid by Acxiom to Exchange,
Exchange will name Acxiom as an additional party to the escrow agreement, which
will allow Acxiom access to such source code in the event that (i) Exchange
discontinues maintenance support of the ValEX(TM) software component as a
general business decision, or (ii) Exchange is adjudicated a bankrupt, and (i)
Acxiom is not in breach of any provision of this Agreement, and (ii) Acxiom has
paid to Exchange all royalties and other fees due under this Agreement, and
(iii) Acxiom has not entered into a similar arrangement with any third party for
a product similar to or competitive with the Licensed Software.

17.3     Acxiom's use of such source code is strictly limited to the purpose of
providing maintenance support services, in the form of technical support and bug
fixes only, to Users of the Licensed Software, and only for the then current
term of the Sublicense. Acxiom is strictly prohibited from using the source code
for the development any updates, modifications, or enhancements to the Licensed
Software, or for the development of any other product.

17.4     Acxiom will continue to pay Maintenance Royalties to Exchange with
respect to each copy of the Licensed Software receiving maintenance support
under this Section 17.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers or representatives as of the date first
written above. EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND
AGREES TO ALL OF ITS TERMS AND CONDITIONS.

<TABLE>
<CAPTION>
ACXIOM CORPORATION                                        EXCHANGE APPLICATIONS, INC.

<S>                                                       <C>
Signature:    ---------------------------------------     Signature:   ---------------------------------------

Name:         ---------------------------------------     Name:        ---------------------------------------

Title:        ---------------------------------------     Title:       ---------------------------------------

Date:         ---------------------------------------     Date:        ---------------------------------------
</TABLE>

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                                   APPENDIX A

                     VALEX(TM) LICENSED SOFTWARE DESCRIPTION
























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                                   APPENDIX B

                        VALUE-ADDED SOLUTION DESCRIPTION
                           (TO BE PROVIDED BY ACXIOM)
















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                                   APPENDIX C

WHEREAS, Exchange Applications, Inc. ("Exchange") and Acxiom Corporation
("Acxiom"), have entered into the Software Marketing Agreement dated
____________________________________ (the "Agreement"); and

WHEREAS, __________________________ ("_____ ") having a principal place of
business at ____________________________, is a Business Unit, as defined in the
Agreement, and as further defined by it's conducting of business exclusively
with those industries identified with the SI Codes (Standard Industrial Codes)
identified below; and

WHEREAS, ____________________________________________ desires to become a
recipient of the following rights and obligations of the Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants of the
Agreement, and intending to be bound by said Agreement, __________________
hereby agrees to be bound by the terms of the Agreement as if it had been the
original party thereto.

--------------------------------------------------------------------------------
Standard Industrial Codes                     Named Industry
--------------------------------------------- ----------------------------------

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

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

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

<TABLE>
<S>             <C>                                        <C>          <C>
MARKETING        Value-Added Service Provider               _________    Pursuant to the attached VASP
RELATIONSHIP:                                                            terms and conditions
                 Promotional Agent                          _________    Pursuant to the attached Finders terms and
                                                                         conditions
Territory:       _____________________________
</TABLE>


IN WITNESS WHEREOF, the parties hereto have caused this Appendix C to be
executed by their duly authorized officers or representatives as of the date
first written above. EACH PARTY ACKNOWLEDGES THAT IT HAS READ THE AGREEMENT AND
THIS APPENDIX C AND IT'S ATTACHMENTS, AND AGREES TO ALL OF THE TERMS AND
CONDITIONS CONTAINED HEREIN.

<TABLE>
<S>                                                             <C>
ACXIOM CORPORATION                                              EXCHANGE APPLICATIONS, INC.
BUSINESS UNIT
              -----------------------------------------

Signature:                                                      Signature:
              -----------------------------------------                     --------------------------------------------
Name:                                                           Name:
              -----------------------------------------                     --------------------------------------------
Title:                                                          Title:
              -----------------------------------------                     ---------------------------------------------
Date:                                                           Date:
              -----------------------------------------                     ---------------------------------------------
Contact Name:
              -----------------------------------------
Contact Phone:
              -----------------------------------------

</TABLE>



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                                   APPENDIX D
                  EXCHANGE APPLICATIONS INC./ACXIOM CORPORATION
                           PROSPECT REGISTRATION FORM

DATE:             --------------------------------------------------------------

FINDER:           --------------------------------------------------------------

ADDRESS:          --------------------------------------------------------------

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

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

PHONE:            --------------------------------------------------------------

CONTACT:          --------------------------------------------------------------

================================================================================

PROSPECT:         --------------------------------------------------------------

ADDRESS:          --------------------------------------------------------------

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

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

PHONE:            --------------------------------------------------------------

CONTACT:          --------------------------------------------------------------

DESCRIBE THE PROSPECT AND THE PRODUCT REQUIREMENTS:

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

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

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


MARKETING ACTIVITIES PERFORMED BY FINDER:

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

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

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

APPROVED BY EXCHANGE APPLICATIONS INC.:
                                        ----------------------------------------
APPROVED BY ACXIOM CORPORATION.:
                                        ----------------------------------------

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                                   APPENDIX E

                                DEVELOPER LICENSE

                       MAINTENANCE SUPPORT DELIVERY MODEL

<TABLE>
<CAPTION>
SUPPORT DESCRIPTION                                                                RESPONSIBLE PARTY
<S>                                                                                <C>
Isolates problem to the Licensed Software.                                         Acxiom

Checks known fixes, updates, error corrections and, if known, applies such fix,    Acxiom
update or error correction to the System.

If problem is isolated to the Licensed Software code, and 2 above does not fix     Acxiom
the problem, Acxiom System Manager calls Exchange to report the problem.

Exchange is provided with problem description, and any necessary code, reports,    Acxiom
Acxiom supporting technical data, dumps, etc., as may be required for
to reproduce the problem.

Provide error correction or workaround for problem.                                Exchange

Provide to Acxiom one (1) copy of each Update, error correction, or                Exchange
modification, in Object Code format, and Documentation, if any.

Provide technical phone support during the hours 8:30 AM to 5:30 PM (Eastern       Exchange
Time), Monday through Friday, excluding public holidays.

</TABLE>












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                                   APPENDIX F

                              VASP USER SUBLICENSE

                       MAINTENANCE SUPPORT DELIVERY MODEL

<TABLE>
<CAPTION>
SUPPORT DESCRIPTION                                                               RESPONSIBLE PARTY

<S>                                                                               <C>
Providing first line maintenance support, skilled instructors and assistance to   Acxiom
Users. First line support includes, but is not limited to, answering
routine questions in the use of the Licensed Software, ensuring that Users are
using the Licensed Software in accordance with the Documentation, and problem
determination.

Takes call from User reporting the problem.                                       Acxiom

Isolates problem to the Licensed Software code.                                   Acxiom

Checks known fixes, updates, error corrections and, if known, applies such fix,   Acxiom
update or error correction to the System. Provides such fix, Update, or
error correction, to User.

If problem is isolated to the Licensed Software code, and 3 above does not fix    Acxiom
the problem, Acxiom System Manager calls Exchange to report the problem.

Collects all necessary technical data (i.e., code, reports, supporting            Acxiom
technical data, dumps, etc., from User.

Exchange is provided with problem description, and any necessary code, reports,   Acxiom
supporting technical data, dumps, etc., as may be required for Exchange
to reproduce the problem.

Error correction or workaround for problem is provided to Acxiom.                 Exchange

Duplication and distribution of  error correction or workaround to User.          Acxiom

Provide to Acxiom one (1) copy of each Update, error correction, or               Exchange
modification, in Object Code format, and Documentation, if any.

Provide technical phone support during the hours 8:30 AM to 5:30 PM (Eastern      Exchange
Time), Monday through Friday, excluding public holidays.

</TABLE>




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                                   APPENDIX G
                   MASTER AGREEMENT FOR PROFESSIONAL SERVICES























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                                    EXHIBIT A
                                SCHEDULE OF FEES


<TABLE>
<CAPTION>
DESCRIPTION                                                                 FEES PAYABLE
<S>                                                                <C>
1.       DEVELOPER LICENSE

         License                                                   Transferred from AEMS for Joint Venture

         ValEX(TM) - Object Code Format
              1 copy Server Software Module
              10 copies Client Software Module
              3 days of training for two (2) persons in Boston, Massachusetts in
              year 1 1 day of sales and marketing training per contract year,
              for up to 2 persons, to bring Acxiom
         up-to-date in any new developments in the sales and marketing of the
         ValEX product.

              Maintenance for the term of the Agreement
              On-site product installation and training service

</TABLE>







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                                    EXHIBIT B
                VALUE-ADDED SERVICE PROVIDER TERMS AND CONDITIONS

In consideration of the terms of the Agreement, which are hereby incorporated
herein, and to the signed Appendix C, ______________________________________
hereby agrees as follows:

The parties acknowledge that the term Acxiom as used within this Exhibit, shall
mean the particular Business Unit to whose Appendix C this Exhibit is attached.
Business Unit acknowledges that delivery of, or access by a User to any Licensed
Software will be authorized by Business Unit only after execution of the
applicable Sublicense Agreement.

1.     SUBLICENSE REQUIREMENTS

1.1      For each User to whom Business Unit provides its Value-Added Solution
under a Services Agreement, Business Unit will grant a Sublicense to such User,
which Sublicense Agreement shall be for a minimum term of twelve (12) months,
and which shall, at a minimum, include the following contractual provisions:

(i)      Restrict use of the Licensed Software to Object code form on the
limited number of licensed Named Users, for use solely as an integral part of
the Value-Added Solution, and only for the User's own internal data processing;

(ii)     Prohibit transfer or duplication of the Licensed Software, and prohibit
duplication except for a single backup or archival copy;

(iii)    Prohibit assignment, timesharing or rental of the Licensed Software;

(iv)     Prohibit title, or any other rights in the Licensed Software, except
those specifically authorized by this Agreement, from passing to the User;

(v)      Disclaim Exchange's liability for any damages, whether direct,
indirect, incidental, consequential or tort arising from the User's use of the
Licensed Software;

(vi)     Limit Exchange's, and any third party suppliers warranty and liability
as provided in the Agreement.

(vii) Require the User, at any termination of the Sublicense, to discontinue use
of the Licensed Software and to return to Acxiom the Licensed Software,
Documentation and all archival or other copies of the Licensed Software, and to
have an officer of User certify in writing that all such copies have been
destroyed, and that all use thereof has been discontinued; or, at Exchange's
sole option, to destroy all such copies of the Licensed Software and to have an
officer of User certify in writing that all such copies have been destroyed, and
that all use thereof has been discontinued.

(viii)   Prohibit publication of any results of evaluation or benchmark tests
run on the Licensed Software, except to Exchange;

(ix)     Prohibit transfer of the Licensed Software outside the United States;
and

(x)      Specify Exchange and its third party licensors as third party
beneficiaries of the Sublicense agreement; and

(xi)     If Acxiom grants a Sublicense to the United States government, the
Licensed Software shall be provided with "Restricted Rights". Each Sublicense
shall specifically state that the Licensed Software was developed at private
expense and is licensed with Restricted Rights in accordance with DFARS
52.227.7013. In addition, Acxiom will place a legend, in addition to applicable
copyright notices, on the documentation, and on the tape or diskette label,
substantially similar to the following:

"RESTRICTED RIGHTS LEGEND

Use, duplication or disclosure by the Government is subject to restrictions as
set forth in subparagraph (c)(1)(ii) of the Department of Defense Regulations
Supplement ("DEARS") 252.227-7013, Rights in Technical Data and Computer
software (October 1988) and Federal Acquisition Regulation ("FAR") 52.227-14,
Rights Exchange Applications, Inc., 695 Atlantic Avenue, Boston, Massachusetts
02111."

1.2      The participating Business Unit shall provide Exchange with a copy of
its Sublicense Agreement, which is subject to approval of Exchange.


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1.3      For each Sublicense issued by the Business Unit to a User, the Business
Unit shall obtain from Exchange User Sublicense Support as described in Section
2 below.

2        SUBLICENSE SUPPORT

2.1      Exchange will provide maintenance services to Acxiom for the Licensed
Software, in conjunction with each supported Sublicense issued to a User. Such
services will be provided directly to Acxiom and not to the User. Such User
Sublicense Support will be provided on an annual basis, beginning with the
issuance of each Sublicense. All such services will be provided in accordance
with the terms and conditions of the User Sublicense Support Delivery Model,
attached hereto as Appendix F.

2.2      MAINTENANCE SERVICE RESPONSIBILITIES OF THE PARTIES

2.2.1    The responsibilities of Exchange and Acxiom with respect to the
provision of maintenance support services for the Licensed Software are
delineated in Appendices F.

2.2.2    Acxiom is responsible for providing complete support for its
Value-Added Solution. Acxiom shall designate no more than one (1) system
manager, and one (1) designated alternate in the event the System Manager is not
available, who shall act as the centralized source for all problem reporting to
and from Exchange. Acxiom will provide maintenance support services to Users
provided that: (i) each such User has a valid Sublicense; and (ii) each such
User has executed a valid maintenance agreement with Acxiom; and (iii) Acxiom
has paid to Exchange all Sublicense Royalties and Maintenance Royalties due with
respect to said User.

3.       ROYALTY FEES

3.1      SUBLICENSE ROYALTIES

3.1.1    For each Sublicense issued by the Business Unit, Acxiom shall pay to
Exchange a Sublicense Royalty equal to XX% of Exchange's then current list
license fee for the Licensed Software configuration. A copy of Exchange's
current price list is attached, and Exchange reserves the right to change it's
price list upon ninety (90) days notice to Acxiom. All Sublicense Royalty fees
are payable as follows:

xx% due on the execution of the Sublicense Agreement
xx% due on the 80th day from the execution of the Sublicense Agreement
xx% per month for each month, commencing with the fourth month from the
    execution of the Sublicense Agreement.


3.1.3    All nonstandard pricing quotation, and al quotations for services will
be mutually agreed in writing in the form of the Price Quotation Worksheet
(Exhibit E).

3.2      MAINTENANCE ROYALTIES

3.2.1    For each Sublicense issued by the Business Unit, Acxiom will pay to
Exchange a maintenance fee equal to $XX for each month of the term of the
Sublicense Agreement, effective with expiration of the ninety (90) day warranty
period. All Maintenance Royalty fees are payable in advance for the term to
which such maintenance applies. For example, for a twelve month term license,
Acxiom will pay to Exchange an amount equal to $XX times nine (9) months; for a
twenty-four (24) month term license, Acxiom will pay to Exchange an amount equal
to $XX times nine (9) months on the ninety-first day of the Sublicense, and $XX
times twelve (12) months on the first annual anniversary date of the Sublicense
Agreement, and each annual anniversary date thereafter. All maintenance fees are
subject to an annual increase not to exceed the greater of ten percent (10%),or
the then current CPI.

3.3      All Royalty fees are payable in US Dollars, and are exclusive of taxes.
Acxiom will reimburse Exchange for all taxes levied against the Agreement and
the licenses and/or services rendered hereunder, excluding any taxes based on
Exchange's net income.

IN WITNESS WHEREOF, the parties hereto have caused this Exhibit B to be executed
by their duly authorized officers or representatives as of the date first
written above. EACH PARTY ACKNOWLEDGES THAT IT HAS READ THE AGREEMENT AND THIS
EXHIBIT B AND AGREES TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.




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                          SOFTWARE MARKETING AGREEMENT
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<TABLE>
<S>                                                       <C>
ACXIOM CORPORATION                                        EXCHANGE APPLICATIONS, INC.
BUSINESS UNIT
              ---------------------------------------


Signature:                                                Signature:
              ---------------------------------------                  -----------------------------------------
Name:                                                     Name:
              ---------------------------------------                  -----------------------------------------
Title:                                                    Title:
              ---------------------------------------                  -----------------------------------------
Date:                                                     Date:
              ---------------------------------------                  -----------------------------------------
</TABLE>










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                          SOFTWARE MARKETING AGREEMENT
--------------------------------------------------------------------------------



                                    EXHIBIT C
                             FINDERS FEE ARRANGEMENT

In consideration of the terms of the Agreement, which are hereby incorporated
herein, and to the signed Appendix C, ______________________________________
hereby agrees as follows:

1.       FINDERS ARRANGEMENT

1.1      Exchange and Acxiom agree to a non-exclusive agreement for the term of
this Agreement, to the following provisions in the instance of one party (the
"Finder") providing a qualified lead to the other party (the "Partner"). The
parties agree that this agreement does not limit either party from conducting
its own marketing activities or prevent or restrict it from engaging other
persons to conduct marketing activities on its behalf within the same Territory.

1.1.1    License Referral, means that activity in which Finder discovers
potential customers of the Partner, and with the approval of the Partner,
subsequently arranges an in-person introduction of an Partner's sales
representative with a primary decision maker of the prospective customer, and
which action results in the execution of an agreement for the product or service
of between the Partner and the customer within six (6) months of the date Finder
first registered the License Referral, provided that the prospective customer
had no prior contact with a sales representative of the Partner, or with an
authorized finder or reseller of the Partner.

2.       FINDERS FEE

2.1      For each License Referral, the Partner agrees to pay to the Finder a
fee ("Finders Fee") determined as follows:

2.1.1    The Finder's Fee will apply to the net fees (in the aggregate) of the
products and/or services ordered and paid by the customer to Partner on the
customer's initial order. The net fees on which the Finder's Fee is based shall
not include taxes, costs of hardware, or transportation and shipping nor the
value of products or equipment not supplied by the Partner.

(i)      A Finder's Fee equal to 5% of the net fees shall apply if Finder's
activity on Partner's behalf is limited to arranging an in-house introduction of
a sales representative of Partner to the prospective customer.

(ii)     A Finder's Fee equal to 10% of the net fees shall apply if Finder's
activity on Exchange's behalf includes the following marketing activities:

         (a)      Arranging an in-house introduction of an Partner's sales
representative, and a demo of Partner's products, to the Prospective customer
and,

         (b)      Additional promotional and selling activities including but
not limited to becoming familiar with the technical and operational functions
and features of the Partner's products and/or services, visiting the prospective
customer at its business location, active participation in demonstrations of the
products and/or services, and/or, delivering product information and other
written communications as previously approved by Partner to such prospective
customers.

2.2      Final determination of the appropriate fee shall rest with the
Partner's Vice President.

2.3      Any Finder's Fee due Finder shall be paid to Finder within thirty (30)
business days after receipt of the net fees by Partner.

3.       PROSPECT REGISTRATION

3.1      Prior to the commencement of any marketing activities on Partner's
behalf, Finder must complete the Prospect Registration form (Appendix D) for
each prospective License Referral and submit the form to Partner's Vice
President, Sales.

3.2      Partner will accept or reject the License Referral prospect by so
indicating on the Prospect Registration form submitted by Finder and returning a
signed copy of the Prospect Registration Form to Finder within fifteen (15)
business days from receipt of the form. The execution date appearing on forms of
approved License Referral prospects by Partner will begin the six (6) month
qualification period.


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                          SOFTWARE MARKETING AGREEMENT
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IN WITNESS WHEREOF, the parties hereto have caused this Exhibit C to be executed
by their duly authorized officers or representatives as of the date first
written above. EACH PARTY ACKNOWLEDGES THAT IT HAS READ THE AGREEMENT AND THIS
EXHIBIT C AND AGREES TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.

<TABLE>
<S>                                                       <C>
ACXIOM CORPORATION                                        EXCHANGE APPLICATIONS, INC.
BUSINESS UNIT
              ---------------------------------------


Signature:                                                Signature:
              ---------------------------------------                  -----------------------------------------
Name:                                                     Name:
              ---------------------------------------                  -----------------------------------------
Title:                                                    Title:
              ---------------------------------------                  -----------------------------------------
Date:                                                     Date:
              ---------------------------------------                  -----------------------------------------

</TABLE>








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                          SOFTWARE MARKETING AGREEMENT
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                                    EXHIBIT D
                           ACXIOM SUBLICENSE AGREEMENT
























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                          SOFTWARE MARKETING AGREEMENT
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                                    EXHIBIT E
                            PRICE QUOTATION WORKSHEET

Exchange Applications and Acxiom FSG hereby agree to the following price
quotation for:

User Name:                 -----------------------------------------------------

User Address:              -----------------------------------------------------

Contact Name:              -----------------------------------------------------

Contact Phone:             -----------------------------------------------------

Sublicense Term:                               (XX) MONTHS
                           -----------------------------------------------------

Expected Install Date:     -----------------------------------------------------


Validity Period:             SIXTY (60) DAYS FROM DATE OF QUOTATION TO USER
                           -----------------------------------------------------

TOTAL LICENSE CONFIGURATION AND PRICING SUMMARY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Licensed Software                             ValEX                Monthly             Year 1 Total           Total for
                                          US Price List          Maintenance                                   Term of
                                                                                                              Sublicense****
-------------------------------------- --------------------- --------------------- --------------------- ---------------------
<S>                                    <C>                   <C>                   <C>                   <C>
   ValEX Server (1 Minimum)*           $                     $                     $                     $
      XXXX MCIF                        ($xxxx  each
    (10) Named User License            additional Named
                                       User)
-------------------------------------- --------------------- --------------------- --------------------- ---------------------
   ValEX Designer                      $                     $                     $                     $
   (2) User License Minimum
-------------------------------------- --------------------- --------------------- --------------------- ---------------------
   ValEX Discovery Server(1)           $                     $                     $                     $
-------------------------------------- --------------------- --------------------- --------------------- ---------------------
                                                                         Subtotal  $                     $
-------------------------------------- --------------------- --------------------- --------------------- ---------------------
Installation/Training**                                         # Estimated Hours
 Labor Category                        $   /hour                                   $                     $

Consulting Services                    Estimated
                                       Total*** $
(Travel & Living additional)
-------------------------------------- --------------------- --------------------- --------------------- ---------------------
                                                                        Subtotal:  $                     $
-------------------------------------- --------------------- --------------------- --------------------- ---------------------
                                                                           TOTAL:  $                     $
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


*        SERVER RUN AT ACXIOM CORPORATION, 301 INDUSTRIAL BOULEVARD, CONWAY.
         ARKANSAS 72032

**       PRICING IS BASED ON THE ATTACHED STATEMENT OF WORK AND LISTING OF
         RESPONSIBILITIES OF ACXIOM AND EXCHANGE. ACXIOM IS THE PRIME CONTRACTOR
         WITH THE USER. EXCHANGE SERVICES ARE PROVIDED PURSUANT TO ITS MASTER
         AGREEMENT FOR PROFESSIONAL SERVICES WITH ACXIOM.

***      REPRESENTS AN ESTIMATED TOTAL ONLY, AND DOES NOT CONSTITUTE A FIXED FEE
         EFFORT.

****     SUBJECT TO ANNUAL INCREASE IN MAINTENANCE FEES.

<TABLE>
<S>                                                       <C>
ACXIOM CORPORATION                                        EXCHANGE APPLICATIONS, INC.
BUSINESS UNIT
              ---------------------------------------
Signature:                                                Signature:
              -----------------------------------------               --------------------------------------------
Name:                                                     Name:
              -----------------------------------------               --------------------------------------------
Title:                                                    Title:
              -----------------------------------------               ---------------------------------------------
Date:                                                     Date:
              -----------------------------------------               ---------------------------------------------

</TABLE>
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