EXHIBIT 10.22
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[LOGO]
EXCHANGE
APPLICATIONS
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                         VALUE-ADDED RESELLER AGREEMENT

This Agreement, made as of December 28, 1999 (the "Effective
Date"), by and between EXCHANGE APPLICATIONS, INC., a Delaware corporation
having a principal place of business at One Lincoln Plaza, 89 South Street,
Boston, Massachusetts 02111 ("Exchange"), and MICROSTRATEGY INCORPORATED, a
Delaware corporation having a principal place of business at 8000 Towers
Crescent Drive, Vienna, Virginia 22182 ("Value-Added Reseller" or "VAR").

WHEREAS, Exchange has developed ceratin commercial computer software products,
including VALEX(TM) Software and eXstatic(TM) Software;

WHEREAS, VAR has developed or will develop Value-Added Products as described in
Appendix B, including Strategy.com, which VAR markets or plans to market to end
users in the industry; and

WHEREAS, VAR desires to obtain a license to market the Licensed Software and
otherwise to act as a Value Added Reseller thereof, but only in conjunction with
its Value-Added Products.

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

1.       DEFINITIONS.

For purposes of this Agreement, the following terms shall have the respective
meanings set forth below:

         "Designated Computer Server" means the computer hardware and operating
system designated on the relevant Order Form for use in conjunction with a
Sublicense of VALEX Software or the V Developer License.

         "Developer Licenses" means the licenses granted to VAR pursuant to the
terms of Section 2.1 of this Agreement.

         "End User" means any third party to whom VAR sublicenses the Licensed
Software (a "Sublicense") pursuant to the terms of this Agreement, including,
but not limited to, the specification of the minimum provisions of the
Sublicense Agreements set forth in Section 2.3.

         "Fees" means any and all fees payable by VAR to Exchange hereunder in
respect of the Developer Licenses, Reseller Licenses and Service Bureau License,
including, but not limited to, all license fees, maintenance fees, and
royalties.

         "Licensed Software" means the VALEX Software and eXstatic Software
(each as more specifically described in Appendix A), in object code form, which
is owned or licensed by Exchange and for which VAR is granted a license pursuant
to this Agreement; the End User guides and manuals for use of that Software
("Documentation"); and any updates, modifications or enhancements thereto
furnished to VAR by Exchange ("Updates").

         "Licenses" means the Demo License, VALEX Developer License, eXstatic
Developer License, Reseller Licenses and ASP License, collectively.

          "MCIF" means the aggregate number of individual customer records, and
the aggregate number of prospect records, of an End User in the database
accessed by the VALEX Software, at the time of execution of a Sublicense for
VALEX Software.
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         "Order Form" shall mean a written document, consistent with the
provisions of Section 4.1 of this Agreement, by which VAR orders Licensed
Software for an End User.

         "Proprietary Material" shall mean Licensed Software, including, but not
limited to, all related data and Documentation (and all know-how and technology
employed or utilized in such manuals and software), and any portion thereof in
any embodiment and any other information or data received by VAR from Exchange
and identified by Exchange as proprietary or confidential, in written, graphic
or machine-readable form, including, but not limited to, designs, concepts,
ideas, improvements, know-how and technology, provided that "Proprietary
Material" shall not include information and data which:

         (i)      is or becomes generally available in the public domain without
                  the fault of VAR;

         (ii)     is already known to VAR prior to disclosure hereunder without
                  an obligation of confidentiality to Exchange;

         (iii)    is independently developed by VAR where VAR establishes that
                  such development was accomplished without access to the
                  Proprietary Material;or

         (iv)     is disclosed to VAR by a third party without restriction and
                  without breach of any separate confidentiality obligation owed
                  to Exchange.

         "Reporting Quarter" means a three (3) consecutive calendar month
period: (i) December, January and February, (ii) March, April and May, (iii)
June, July and August or (iv) September, October, November.

         "Strategy Affiliate" means any contractual affiliate of VAR's
Strategy.com network, and "Affiliate Subscribers" are a Strategy Affiliate's
customers who have subscribed to receive Strategy.com network services from VAR.

         "Update" means any subsequent release of the Licensed Software which is
made generally available at no additional charge (other than shipping) to other
licensees of the Licensed Software who have contracted to receive maintenance
support. Updates shall not include any releases, options or future products
which Exchange licenses separately from the Licensed Software.

         "Value-Added Product" means VAR's software product or service which
provides value-added capabilities in connection with Licensed Software, and
which VAR develops and/or sublicenses with the Licensed Software as part of a
VAR System.

         "VAR System" means an integrated software bundle comprised of both a
Value-Added Product and VALEX Software or eXstatic Software.

2.       GRANT OF LICENSES.

2.1 DEMONSTRATION LICENSE. Exchange hereby grants to VAR, during the term of the
Agreement, a non-exclusive, non-transferable and royalty-free right and license
(the "Demo License") to operate the Licensed Software, but only in conjunction
with Value-Added Products, for the sole purpose of demonstrating the VAR System
in a non-production environment. VAR shall take all reasonable and prudent
precautions against unauthorized disclosure or copying of any Licensed Software
while demonstrating the VAR System (including, without limitation, making the
Licensed Software reasonably inaccessible during inactive demonstration times,
and deleting copies of the Licensed Software from the potential customer's
computers after completing the demonstrations at the customer site).

2.2      DEVELOPMENT LICENSES.

         a. AUTHORIZED USES. Exchange hereby grants to VAR, for the term of the
Agreement, a non-exclusive and non-transferable right and license to use one (1)
copy of the (a) VALEX Software on a single Designated Computer Server (the
"VALEX Developer License") and (b) eXstatic Software (the "eXstatic Developer
License"), in each case, with the applicable Documentation, in a non-production
environment and solely for the purposes of:

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         (i)      Developing, testing and integrating Value-Added Products with
                  Licensed Software in a VAR System.

         (ii)     Providing maintenance and technical support services to VAR's
                  employees and End Users in respect of the Licensed Software in
                  a VAR System.

         b. RESTRICTIONS. VAR shall not be authorized under either Developer
License to, and VAR shall not, directly or indirectly: (i) encumber, transfer,
sublicense, rent, lease, time-share or use the Licensed Software in any service
bureau arrangement; or (ii) copy (except for archival purposes), distribute,
manufacture, adapt, create derivative works of, translate, localize, port or
otherwise modify any Licensed Software; or (iii) permit any third party to
engage in any of the acts proscribed in clauses (i) through (ii).

2.3      RESELLER LICENSES.

         a. SUBLICENSING. Exchange hereby grants to VAR, for the term of this
Agreement, a non-exclusive, non-transferable right and license to market,
distribute and sublicense the (i) VALEX Software (the "V Reseller License") and
(ii) the eXstatic Software (the "X Reseller License"), in each case, together
with the applicable Documentation, only in combination with Value-Added Products
as part of a VAR System, on a non-exclusive and non-transferable basis.

         b. SUBLICENSE AGREEMENTS. Every Sublicense of the Licensed Software by
VAR to an End User shall be accomplished using a written Sublicense agreement
(the "Sublicense Agreement"), executed by and between VAR and the End User,
which agreement shall specify, at a minimum, that:

         (i)      In the case of a VALEX Software Sublicense, the server
                  component of the Licensed Software will be used only on a
                  single Designated Computer Server.

         (ii)     Licensed Software shall only be used: (A) in object code form;
                  (B) for the End User's own internal data processing purposes;
                  and (C) only in combination with Value-Added Products as part
                  of a VAR System.

         (iii)    End User will not (A) use the Licensed Software or
                  Documentation to create any software or documentation that is
                  similar to any of the Licensed Software or Documentation, (B)
                  decompile, disassemble, reverse compile, reverse assemble,
                  reverse translate or otherwise reverse engineer any Licensed
                  Software, or use any similar means to discover the source code
                  of the Licensed Software or to discover the trade secrets
                  therein, or otherwise circumvent any technological measure
                  that controls access to the Licensed Software; (C) encumber,
                  transfer, sublicense, rent, lease, time-share or use the
                  Licensed Software in any service bureau arrangement; or (D)
                  copy (except for archival purposes), distribute, manufacture,
                  adapt, create derivative works of, translate, localize, port
                  or otherwise modify any Licensed Software; or (E) permit any
                  third party to engage in any of the acts proscribed in clauses
                  (A) through (D).

         (iv)     End User shall not obtain any right, title and interest in or
                  to the Licensed Software, except as specifically authorized by
                  this Agreement.

         (v)      Exchange (and its third party licensors) shall have no
                  liability for any damages to End Users arising out of or in
                  connection with use or performance of the Licensed Software,
                  regardless of the form of any claim or action, or whether the
                  damages are direct, indirect, incidental, special, punitive or
                  consequential.

         (vi)     The warranty in respect of the Licensed Software, and VAR's
                  obligations to correct or replace any materially non-compliant
                  Licensed Software, are not in excess of the warranty and
                  disclaimers of warranty provided in this Agreement.

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         (vii)    Upon any termination of the Sublicense, the End User will: (A)
                  discontinue use of the Licensed Software; (B) return the
                  Licensed Software, Documentation and all archival or other
                  copies thereof to VAR (or, at Exchange's sole option, destroy
                  all of the same); and (C) have an officer of End User certify
                  in writing that all such copies have been returned or
                  destroyed, as the case may be, and that all use thereof has
                  been discontinued.

         (viii)   End User shall not publish or otherwise disclose any results
                  of evaluations or benchmark tests of the Licensed Software,
                  except to Exchange.

         (ix)     End User shall comply in all material respects with all
                  relevant export control laws and regulations of the United
                  States and any applicable foreign jurisdictions to assure that
                  neither the Licensed Software and any direct, indirect or
                  derivative product thereof, are not exported, directly or
                  indirectly, in violation of United States law;

         (x)      Exchange is a third party beneficiary of the Sublicense
                  Agreement.

         (xi)     The Licensed Software shall be provided with "Restricted
                  Rights" to the U.S. Government or to any federal contractor.
                  Each Sublicense Agreement 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. (VAR will place an effective restricted rights
                  legend, in addition to applicable copyright notices, on any
                  media containing the Licensed Software or Documentation.)

         (xii)    The Sublicense Agreement shall be governed by the laws of the
                  Commonwealth of Massachusetts, or of the United States of
                  America.

         (xiii)   Prohibit the use and disclosure of the Exchange's Proprietary
                  Materials in a manner consistent with the provisons of this
                  Agreement.

2.4      SERVICE BUREAU LICENSE.

         a. AUTHORIZED USE. Exchange hereby grants to VAR, for the term of this
Agreement, a non-exclusive, non-transferable right and license (the "Service
Bureau License") to host on VAR's computer server and use one (1) copy of the
eXstatic Software for the purpose of operating an electronic mail, marketing and
messaging service bureau (also commonaly known as being an application service
provider, the "Service Bureau"), but such service shall only be provided to and
for the benefit of Strategy Affiliates and solely for the purpose of marketing
Strategy.com services to Affiliate Subscribers. In connection with operation of
this Service Bureau, VAR shall not provide, disclose or sublicense the Licensed
Software to any Strategy Affiliate.

         b. RESTRICTIONS. VAR shall not be authorized under the Service Bureau
License to, and VAR shall not, directly or indirectly: (i) encumber, transfer,
sublicense, rent, lease, time-share or use the Licensed Software in any service
bureau arrangement (except as expressly provided for in Section 2.4(a)); or (ii)
copy (except for archival purposes), distribute, manufacture, adapt, create
derivative works of, translate, localize, port or otherwise modify any Licensed
Software; or (iii) permit any third party to engage in any of the acts
proscribed in clauses (i) through (ii).

         c. SERVICE AGREEMENTS. Provision of the service bureau services by VAR
to every Strategy Affiliate shall be accomplished using a written service
agreement (the "Service Bureau Agreement"), executed by and between VAR and the
Strategy Affiliate, which agreement shall specify, at a minimum, that:

         (i)      Strategy Affiliate shall not use or disclose the Licensed
                  Software, except in connection with receipt of services from
                  VAR.

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         (ii)     Strategy Affiliate shall not, directly or indirectly: (A)
                  access the Licensed Software; (B) decompile, disassemble,
                  reverse compile, reverse assemble, reverse translate or
                  otherwise reverse engineer any Licensed Software, or use any
                  similar means to discover the source code of the Licensed
                  Software or to discover the trade secrets therein, or
                  otherwise circumvent any technological measure that controls
                  access to the Licensed Software; or (C) copy, distribute,
                  manufacture, adapt, create derivative works of, translate,
                  localize, port or otherwise modify any Licensed Software.

         (iii)    Strategy Affiliate shall not obtain any right, title and
                  interest in or to the Licensed Software.

         (iv)     Exchange (and its third party licensors) shall have no
                  liability for any damages to Strategy Affiliate arising out of
                  or in connection with use or performance of the Licensed
                  Software or VAR's services, regardless of the form of any
                  claim or action, or whether the damages are direct, indirect,
                  incidental, special, punitive or consequential.

         (v)      VAR's services shall not be warranted in any respect with
                  reference to the Licensed Software.

         (vi)     Upon any termination of the Service Bureau License, the
                  Strategy Affiliate shall no longer have any right to the
                  provision of services by VAR that depend or rely on, in any
                  mannter VAR's use of Licensed Software.

3.       SERVICES.

3.1      MAINTENANCE AND SUPPORT SERVICES.

         a. DEVELOPER LICENSES. In connection with the Developer Licenses,
Exchange shall provide maintenance and support services for the Licensed
Software in accordance with Appendix C. Such services will be provided to VAR on
an annual basis, commencing on the Effective Date, provided that maintenance and
support services for years after the first year will only be provided (and fees
will only be payable hereunder) if such services are requested by VAR. VAR shall
pay to Exchange the applicable maintenance Fees specified in Exhibit A, for each
of the VALEX Developer License and eXstatic Developer License, within thirty
(30) days of the first anniversary of the Effective Date and every anniversary
thereafter during the term of this Agreement for which maintenance and support
services are requested by VAR. VAR shall designate no more than one (1) System
Manager, and one (1) designated alternate in the event the System Manager is not
available, for receipt of maintenance and support services from Exchange.

         b. RESELLER LICENSES. In connection with each Sublicense granted
pursuant to the Reseller Licenses, Exchange shall provide maintenance and
support services for the Licensed Software in accordance with Appendix D. Such
services will be provided directly to VAR (not to any End User) on an annual
basis, commencing on the effective date of each Sublicense. VAR shall pay to
Exchange the applicable Fees specified in Exhibit A within thirty (30) days of
the Sublicense effective date and within thirty (30) days of each anniversary
thereafter. VAR shall designate no more than one (1) System Manager, and one (1)
designated alternate in the event the System Manager is not available, for
receipt of maintenance and support services from Exchange.

         c. SERVICE BUREAU LICENSE. In connection with the Service Bureau
License, Exchange shall provide maintenance and support services for the
Licensed Software in accordance with Appendix E. Such services will be provided
only to VAR (not to any Strategy Affiliate) on an annual basis, commencing on
the Effective Date, provided that maintenance and support services for years
after the first year will only be provided (and fees will only be payable
hereunder) if such services are requested by VAR. VAR shall pay to Exchange the
applicable Fees specified in Exhibit A within thirty (30) days of the Effective
Date and within thirty (30) days of each anniversary thereafter. VAR shall
designate no more than one (1)

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system manager, and one (1) designated alternate in the event the System Manager
is not available, for receipt of maintenance and support services from Exchange.

         d. SUPPORT FOR END USERS AND STRATEGY AFFILIATES. VAR is responsible
for providing complete support to End Users and Strategy Affiliates, as the case
may be, for its Value-Added Products, each VAR System and the Service Bureau.
VAR shall be responsible for providing first line support, skilled instructors
and technical assistance to End Users and Strategy Affiliates. First line
support shall include, but not be limited to, answering questions about using
the Licensed Software or service, ensuring that the Licensed Software or service
is used by End Users or Strategy Affiliates in accordance with the
Documentation, and determining the origin of problems. Exchange shall provide to
VAR one (1) copy of each Update, error correction, or modification to the
Licensed Software (in object code format), and to the corresponding
Documentation, if any. VAR shall be responsible for copying and distributing
Updates and other maintenance to End Users; PROVIDED, that (A) such recipient
End User has a valid Sublicense and maintenance agreement with VAR; and (B) VAR
has paid to Exchange all Sublicense and maintenance Fees due with respect to the
End User. In the event that Exchange performs maintenance services with respect
to the VAR System or Service Bureau that, pursuant to Appendix D or Appendix E,
as the case may be, should have been performed by VAR, then VAR will reimburse
Exchange for such services at Exchange's then current rates. VAR will also
reimburse Exchange for all actual and reasonable expenses incurred in the
performance of such services.

         e. REMOTE ACCESS. VAR shall install and maintain for the duration of
this Agreement, a 28.8K baud or higher modem and associated dial-up telephone
line. VAR shall pay for installation, maintenance and use of such equipment and
associated telephone line use charges. Exchange, with VAR's consent, may use
this modem and telephone line in connection with error diagnosis and correction.

         f. SOURCE CODE ESCROW. Promptly after the Effective Date, Exchange
shall cooperate with VAR in order that VAR shall become a preferred beneficiary
(at VAR's sole expense) and upon terms with respect to trigger events to be
mutually agreed under that certain Master Preferred Escrow Agreement, effective
as of 4 February 1997, by and between Exchange and Data Securities
International, Inc., upon and after which VAR shall have the rights and
obligations of a beneficiary in accordance with and subject to such escrow
agreement.

3.2 TRAINING. Exchange will provide training services under the Developer
License, in accordance with the terms, if any, of this Agreement. For any on
site services requested by VAR, VAR shall reimburse Exchange for actual,
reasonable travel and out-of-pocket expenses incurred. VAR may participate in
additional training relative to the Licensed Software subject to Exchange's then
current policies and prices.

3.3 PROFESSIONAL SERVICES. VAR may contract with Exchange for other professional
services which Exchange makes available. All such services will be provided in
accordance with the Master Agreement for Professional Services, attached hereto
as Exhibit C.

4.       ORDERS; SHIPMENTS.

4.1 ORDERS. Upon the initial execution of each Sublicense Agreement (and any
later amendment for additional copies of the Licensed Software or to upgrade or
transfer the Licensed Software), VAR shall provide to Exchange an Order Form
consistent with the terms of this Agreement. Each Order Form shall contain at
least the following information:

         a.       End User's legal name, address, contact name and phone number.

         b.       Sublicense effective date.

         c.       Identification of Licensed Software components.

         d.       For VALEX Sublicenses, the MCIF, Designated Computer Server
                  and number of named users.

         e.       Sublicense royalty

         f.       Maintenance royalty

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         g.       Installation date

4.2 SHIPMENTS. 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. Within five (5)
business days after acceptance, Exchange will ship the ordered Licensed Software
to VAR, for VAR's subsequent distribution to the End User.

5.       FEES; REPORTS; PAYMENTS.

5.1 DEVELOPER LICENSES. Upon execution of this Agreement, VAR shall pay to
Exchange the license fees set forth for each of the VALEX Developer License and
eXstatic Developer License set forth in Exhibit A. VAR shall pay to Exchange the
annual maintenance fees specified in Exhibit A, for each of the VALEX Developer
License and eXstatic Developer License, within thirty (30) days of each
anniversary of the Effective Date during the term of this Agreement.

5.2 RESELLER LICENSES. Within thirty (30) days after execution of each
Sublicense Agreement, VAR shall pay to Exchange the applicable Sublicense
royalty and the first year's annual maintenance royalty set forth in Exhibit B.
Within thirty (30) days of every anniversary of the Sublicense effective date
during the term of this Agreement, VAR shall pay to Exchange the annual
maintenance royalty specified in Exhibit B. In the case of any eXstatic
Sublicense, VAR shall pay to Exchange monthly in arrears, the recurring
Sublicense royalty within thirty (30) days after the end of each calendar month,
based on the End User's actual email volume as set forth in Exhibit B. In the
event that an End User desires to upgrade VALEX Sublicense to a larger MCIF
capacity, or transfer the Licensed Software to another operating system, VAR
will pay transfer fee royalties to Exchange based on Exchange's transfer
policies and rates in effect at the time of reference thereto. All such transfer
fee royalties shall be due and payable within thirty (30) days of the effective
date of such transfer. Exchange reserves the right, from time to time and at any
time, to revise the published list price for any Licensed Software, which new
price shall become effective for the purposes of VAR's royalty payments
hereunder upon ninety (90) days prior written notice to VAR.

5.3 SERVICE BUREAU LICENSE. Within fifteen (15) days after the end of each
Reporting Quarter during the term of this Agreement, VAR shall report the number
of Strategy Affiliates designated by VAR for purposes of the Service Bureau
during such quarter, and pay to Exchange the applicable license fee and first
year's annual maintenance fee set forth in Exhibit B in respect of such new
Strategy Affiliates; provided, however, during the initial term of this
Agreement, VAR shall not be obligated to pay any license fees under this Section
5.3 in excess of eight million dollars ($8,000,000). At the time of such
quarterly payments, VAR shall pay the annual maintenance fee set forth in
Exhibit B in respect of each Strategy Affiliate, the anniversary of whose
designation by VAR occurred during such quarter.

5.4 PAYMENTS. All Fees are due and payable in US Dollars at Exchange's address.
All shipments by Exchange shall be FOB origin.

5.5 TAXES. All payments required by this Agreement are exclusive of federal,
state, local and foreign taxes, duties, tariffs, levies and similar assessments
and VAR agrees to bear and be responsible for the payment of all such charges
imposed upon the Licensed Software and Documentation used, copied or distributed
by VAR hereunder, excluding taxes based upon Exchange's net income, corporate
franchise, personal property or employee-related taxes.

5.6 RECORDS AND AUDITS. VAR shall maintain compete and accurate records
concerning all shipments of Licensed Software, Sublicense Agreements, Service
Bureau Agreements, and Fees payable to Exchange, including the number of
Strategy Affiliates. During the term of this Agreement and for five (5) years
after the year in which any payments are made to VAR hereunder, Exchange shall
have the right upon reasonable advance written notice, to have an independent
auditor verify VAR's marketing efforts, compliance with this Agreement and the
notices, reports and payments provided by VAR to Exchange. VAR shall make its
processors and all applicable books and records available for such inspection
during normal business hours at VAR's principal place of business. In connection
with such audit, Exchange will

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not unreasonably interfere with VAR's business. Any such audit shall be at the
expense of Exchange, unless such audit discloses an underpayment by the VAR for
the audited period in excess of five percent (5%), in which case VAR shall
reimburse Exchange for such expenses. If the audit discloses any underpayment by
VAR, VAR shall promptly make payment to Exchange of such underpayment, together
with interest thereon at the rate of 1.5% per month or, if lesser, the maximum
amount permitted by law. Exchange's rights under this Section 5.6 shall survive
any expiration or termination of this Agreement.


6. RESPONSIBILITIES OF VAR. VAR represents that within two (2) months after the
Effective Date, it will have the personnel, knowledge and skill necessary to
market (a) the Licensed Software as part of VAR Systems, (b) the Service Bureau.
VAR agrees that it shall, at its sole expense:

         a.       Provide installation support as well as reasonable training of
                  End Users and Strategy Affiliates in the day to day use and
                  application of the VAR System and Service Bureau,
                  respectively.

         b.       Operate a maintenance and support service to provide End Users
                  and Strategy Affiliates with answers to questions and other
                  assistance in using the VAR System or Service Bureau.

         c.       Serve as the sole point of contact with End Users and Strategy
                  Affiliates to respond to requests for maintenance services,
                  and to process claims for correction or replacement of any
                  portions of the Licensed Software incorporated in the VAR
                  System to the extent that such claim may involve Exchange's
                  warranty obligations under this Agreement.

         d.       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 request.

         e.       Use commercially reasonable efforts to promote, advertise and
                  market the VAR Systems and Service Bureau.

         f.       Refrain from deceptive, misleading, illegal, or unethical
                  practices that may be detrimental to Exchange or Licensed
                  Software.

         g.       Not make any representations, warranties or guarantees to End
                  Users or Strategy Affiliates concerning the Licensed Software
                  that are inconsistent with or in addition to those made in
                  this Agreement.

         h.       Comply with all applicable federal, state, and local laws and
                  regulations in performing its duties with respect to the
                  Licensed Software and the Service Bureau.

         i.       Ensure that Value-Added Products comprise a significant
                  portion of every VAR System.

         j.       Establish its own pricing for the VAR System and Service
                  Bureau services, and acknowledge that Exchange is free to
                  establish its own prices for the Licensed Software.

         k.       Indemnify Exchange and hold it harmless from any loss, claim
                  or damage to any person arising out of VAR's unauthorized use
                  of the Licensed Software; PROVIDED, that (i) Exchange shall
                  have promptly provided VAR written notice thereof and
                  reasonable cooperation, information, and assistance (at VAR's
                  expense) in connection therewith, and (ii) VAR shall have sole
                  control and authority with respect to the defense, settlement,
                  or compromise thereof. Any failure by Exchange to promptly
                  notify VAR of a claim for which indemnification is sought
                  under this Section 6(k), or to cooperate in such claim, shall
                  only relieve VAR of its indemnity obligations hereunder to the
                  extent that it is prejudiced by such delay or failure to
                  cooperate.

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7.     TRADEMARKS

7.1 USE OF MARKS. VAR shall use the Exchange's trademarks (including, but not
limited to, "VALEX(TM)" and "eXstatic(TM)"), service marks, the Exchange design
and logo, and the trade name "Exchange" (collectively, the "Marks") in
connection with the marketing of the Licensed Software, VAR Systems and Service
Bureau in accordance with the terms of this Agreement. Any use of the Marks by
VAR shall remain the sole property of Exchange and shall inure to the benefit of
Exchange. All right, titel and interest in and to the Marks adopted by Exchange
to identify the Licensed Software and other Exchange products and services
remain with Exchange, and VAR will have no rights in such Marks except as
expressly set forth herein. VAR's use of the Marks shall be under Exchange's
trademark policies and procedures then in effect.

7.2 NO CONFUSION. VAR agrees not to use the trademark "Exchange", "VALEX" or
"eXstatic" or any mark beginning with the letters "EXC", B+"Val", or "Exc" or
any other mark likely to cause confusion with the trademark "Exchange", as any
part of VAR's trade name, trademark for any Value-Added Product or other product
of VAR. VAR shall have the right to use the Marks solely to refer to Exchange's
products and services. VAR shall not market the Licensed Software in any way
which could reasonably be deemed to imply that the Licensed Software is the
proprietary product of VAR or of any party other than Exchange.

7.3 NOTICES. With respect to Exchange's registered trademarks, VAR shall include
in each advertisement, brochure, or other such use, the trademark symbol "(R)"
and the following statement:

         __________(R)is a registered  trademark of Exchange  Applications
         Inc.,  Boston,  Massachusetts  02111

Unless notified otherwise in writing by Exchange, with respect to Exchange's
other trademarks, VAR shall include in each advertisement, brochure, or other
such use, the symbol "TM" and the applicable statement:

         VALEX(TM)is a trademark of Exchange Applications, Inc., Boston,
         Massachusetts 02111 eXstatic(TM)is a trademark of Exchange
         Applications, Inc., Boston, Massachusetts 02111 __________(TM)is a
         trademark of Exchange Applications, Inc., Boston, Massachusetts 02111


8.       WARRANTY; WARRANTY DISCLAIMERS; LIMITAITON OF LIABILITY.

8.1 LICENSED SOFTWARE WARRANTY. Exchange warrants to VAR (and not to any End
User or Strategy Affiliate) that, during the first ninety (90) days following
the delivery (in respect of the Developer Licenses, the Service Bureau License,
and each Sublicense granted under the Reseller Licenses) of the Licensed
Software (the "Warranty Period"), the Licensed Software will conform in all
material respects to the specifications contained in the Documentation.
Exchange's sole responsibility under this warranty shall be to correct or
replace that portion of the Licensed Software which fails to conform to said
warranty; PROVIDED, that VAR has reported in writing to Exchange any defect or
error claimed to be a breach of warranty within the Warranty Period. If Exchange
is unable to correct or replace the nonconforming Licensed Software within
thirty (30) days of written notification to Exchange during the 90-day warranty
period, Exchange shall reimburse VAR for the amount of license fees paid for the
nonconforming Licensed Software, and the license for that nonconforming Licensed
Software shall be immediately terminated.

8.2 EXCLUSIONS. Exchange will have no liability under the foregoing warranty if
(i) the Licensed Software is modified by any party other than Exchange or
without Exchange's prior written consent, (ii) VAR fails to give Exchange
written notice of the claimed breach of warranty within the Warranty Period,
(iii) the failure to conform is caused in whole or part by persons other than
Exchange, or by products, equipment, databases, inputs or computer programs not
furnished by Exchange (including, but not limited to, any Value-Added Products
or any other VAR System or Service Bureau component); (iv) the Licensed

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Software is used other than in accordance with the terms of this Agreement or
exposed to environmental or operating conditions beyond those specified in
writing by Exchange; or (v) the Licensed Software is damaged, altered or
affected in any material respect by accident, neglect, misuse or other abuse
other than by Exchange's employees or agents. All Documentation and Updates are
provided without warranty, on an "AS IS" basis. Exchange does not represent or
warrant that all errors can, or will be, corrected.

8.3 NO WARRANTY FOR SERVICES. EXCHANGE MAKES NO WARRANTY OF ANY KIND, WRITTEN OR
ORAL, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MAINTENANCE, SUPPORT OR
OTHER SERVICE PROVIDED HEREUNDER (INCLUDING THE FIXING OF ERRORS THAT MAY BE
CONTAINED IN THE LICENSED SOFTWARE).

8.4 WARRANTY DISCLAIMERS. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 8, THE
LICENSED SOFTWARE IS NOT ERROR-FREE AND IS BEING PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND. EXCHANGE HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE LICENSED SOFTWARE
INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL
WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. EXCHANGE'S
EXPRESS WARRANTIES SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO
OBLIGATION OR LIABILITY SHALL ARISE OUT OF, EXCHANGE'S RENDERING OF TECHNICAL OR
OTHER ADVICE OR SERVICE IN CONNECTION WITH LICENSED SOFTWARE. ALL THIRD PARTY
LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE USE OF
THEIR MATERIALS IN CONNECTION WITH THE LICENSED SOFTWARE, INCLUDING (WITHOUT
LIMITATION) ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.

8.5 VAR RESPONSIBILITIES. VAR 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.

8.6 LIMITATION OF LIABILITY. EXCEPT FOR (i) EITHER PARTY'S OBLIGATIONS IN
RESPECT OF THIRD PARTY CLAIMS UNDER SECTION 9 (INFRINGEMENT INDEMNITIES) AND
(ii) EITHER PARTY'S BREACH OF ITS OBLIGATIONS UNDER SECTION 10 (PROTECTION OF
PROPRIETARY RIGHTS), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR
ALL DAMAGES TO THE OTHER PARTY FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM
OF ANY CLAIM OR ACTION, EXCEED THE License FEES OR SUBLICENSE ROYALTIES (A) IN
THE CASE OF EXCHANGE, PAID BY VAR OR (B) IN THE CASE OF VAR, THAT SHOULD HAVE
BEEN PAID BY VAR, FOR THE COPY OF THE LICENSED SOFTWARE THAT GAVE RISE TO THE
CLAIM. EXCEPT FOR (IIi) EITHER PARTY'S OBLIGATIONS IN RESPECT OF THIRD PARTY
CLAIMS UNDER SECTION 9 (INFRINGEMENT INDEMNITIES) AND (iV) EITHER PARTY'S BREACH
OF ITS OBLIGATIONS UNDER SECTION 10 (PROTECTION OF PROPRIETARY RIGHTS), IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF DATA,
BUSINESS, PROFITS OR USE OF THE LICENSED SOFTWARE, OR FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE OR OTHERWISE
UNDER THIS AGREEMENT, WITHOUT REGARD TO WHETHER SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL
OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE
OF ANY REMEDY PROVIDED HEREIN.

9.       INFRINGEMENT INDEMNITIES.

9.1      EXCHANGE'S INDEMNITY.

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<PAGE>

         a. INDEMNITY. Except as provided below, Exchange shall defend and
indemnify VAR from and against any damages, liabilities, costs and expenses
(including reasonable attorneys' fees) finally awarded against VAR and arising
out of any claim that the Licensed Software infringes a valid United States
patent or copyright or misappropriates a trade secret of a third party;
PROVIDED, that (i) VAR shall have promptly provided Exchange written notice
thereof and reasonable cooperation, information, and assistance (at Exchange's
expense) in connection therewith, and (ii) Exchange shall have sole control and
authority with respect to the defense, settlement, or compromise thereof. If any
Licensed Software becomes or, in Exchange's opinion, is likely to become the
subject of any injunction preventing its use as contemplated herein, Exchange
may, at its option, (1) procure for the VAR (and End Users and Strategy
Affiliates) the right to continue using such Licensed Software, (2) replace or
modify such Licensed Software so that it becomes non-infringing without
substantially compromising its functionality, or, if (1) and (2) are not
reasonably available to Exchange, then (3) terminate VAR's Licenses and the
Sublicenses in respect of the allegedly infringing Licensed Software and pay to
VAR an amount not to exceed thedepreciated value of the Licensed Software equal
to the license Fee paid by VAR for such Licensed Software depreciated on a
straight line basis over a three and one-half (3 1/2) year period. Exchange
shall have no obligation for any costs incurred by Licensee without Exchanges's
prior written authorization.

         b. EXCLUSIONS. Exchange shall have no liability or obligation to VAR
hereunder with respect to any patent, copyright or trade secret infringement
claim based upon (i) use of the Licensed Software in an application or
environment or on a platform or with devices for which the Licensed Software was
not designed or contemplated, (ii) modifications, alterations, combinations or
enhancements of the Licensed Software not created or authorized by Exchange or
its authorized contractors or agents, (iii) use of a superseded version of the
Licensed Software if the infringement would have been avoided by using an Update
that Exchange provided to VAR; or (iv) any patent, copyright or trade secret in
which VAR (or any of its affiliates), or any End User or Strategy Affiliate, has
an interest. In accordance with Section 9.2, VAR shall indemnify and hold
Exchange harmless from all costs, damages and expenses (including reasonable
attorneys' fees) arising from any claim enumerated in clauses (i) through (iv)
above.

         c. ENTIRE LIABILITY. The foregoing states the entire liability of
Exchange, and the sole and exclusive remedy of VAR, with respect to any claim of
infringement of patents, copyrights and trade secrets by the Licensed Software,
or any part thereof, or by its operation.

9.2      VAR'S INDEMNITY.

         a. INDEMNITY. VAR shall defend and indemnify Exchange from and against
any damages, liabilities, costs and expenses (including reasonable attorneys'
fees) arising out of any claim that any software, product or service (including,
but not limited to, any Value-Added Product) provided in connection with any VAR
System or the Service Bureau infringes a valid United States patent or copyright
or misappropriates a trade secret of a third party; PROVIDED, that (i) Exchange
shall have promptly provided VAR written notice thereof and reasonable
cooperation, information, and assistance (at VAR's expense) in connection
therewith, and (ii) VAR shall have sole control and authority with respect to
the defense, settlement, or compromise thereof.

         b. ENTIRE LIABILITY. The foregoing states the entire liability of VAR,
and the sole and exclusive remedy of Exchange, with respect to any claim of
infringement of patents, copyrights and trade secrets by VAR's software,
products and services, or any part thereof, or by their operation.

9.3 PROMPT NOTICE. The party seeking indemnification under this Section 9 will
immediately inform the indemnifying party as soon as it becomes aware of any
threatened or actual liability claim by a third party. Any failure by the party
seeking indemnification under this Section 9 to promptly notify the indemnifying
party of a claim for which indemnification is sought, or to cooperate in such
claim, shall only relieve the indemnifying party of its indemnity obligations
hereunder to the extent that it is prejudiced by such delay or failure to
cooperate.

10.      PROTECTION OF PROPRIETARY RIGHTS.

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<PAGE>

10. DEFINITION. "Proprietary Materials" shall mean, with respect to Exchange,
all Licensed Software, Updates and enhancements, modifications and translations
thereof , with respect to VAR, all Value-Added Products, and with repsect to
both parties, any other information or data disclosed by either party to the
other, in written, graphic or machine readable form which by its nature or type
should reasonably be considered proprietary or confidential or which the
disclosing party labels as being proprietary or confidential. Each party
acknowledges that the other's Proprietary Materials are confidential and
constitute valuable assets of the discolosing party (or its third party
licensors). Proprietary Material does not include:

         (i)      Information which is or becomes available in the public domain
                  other than through disclosure by the receiving party (the
                  "Recipient") in breach of this Agreement);

         (ii)     Information disclosed or made available at any time to the
                  Recipient by a third party without breach of any relationship
                  of confidentiality to the disclosing party (the "Discloser");

         (iii)    Information independently developed by the Recipient without
                  use of the Proprietary Material of the Discloser;

         (iv)     Information which was already known to the Recipient, without
                  an obligation of confidentiality to the Discloser, at the time
                  of disclosure hereunder.

10.2 CONFIDENTIALITY. Except for the specific rights granted by this Agreement,
Recipient shall not use, copy or disclose any Proprietary Material without the
written consent of the Discloser. Recipient shall hold all Proprietary Materials
in confidence, and use the highest commercially reasonable degree of care to
protect the Proprietary Materials, including at a minimum, those precautions
Recipient employs to protect its own confidential information, but not less than
a reasonable degree of care. Recipient shall not disclose the Proprietary
Materials except to its employees that have a need to know in connection with
Recipient's authorized uses under this Agreement and who have agreed in writing
not to disclose the Proprietary Materials. Recipient shall bear the
responsibility for any breaches of confidentiality by its employees. Within ten
(10) days after Discloser's request, and in its sole discretion, Recipient shall
either return to Discloser all originals and copies of any Proprietary Materials
and all information, records and materials developed therefrom by Recipient, or
destroy the same, other than such Proprietary Materials as to which this
Agreement expressly provides a continuing right to Recipient to retain at the
time of the request.

10.3 PROPRIETARY RIGHTS. Discloser (or its third party licensors) shall retain
all rights, title and interest in the Proprietary Materials, and Recipient shall
not take any action inconsistent with such title and ownership. VAR, End Users
and Strategy Affiliates shall not acquire any rights in Exchange's Proprietary
Materials, and Exchange shall not acquire any rights in VAR's Proprietary
Materials, except as express in this Agreement. VAR will keep records of the
number and location of all copies of Proprietary Materials and make such records
available to Exchange. Recipient shall not remove any copyright or legal notices
or proprietary rights notice included in any Proprietary Material and shall
reproduce all such notices on any copies of Proprietary Material.

10.4 NO REVERSE ENGINEERING. VAR shall not: (i) use any Licensed Software or
Documentation to create any software or documentation that is similar to or
competitive with any of the Licensed Software or Documentation; (ii) decompile,
disassemble, reverse compile, reverse assemble, reverse translate or otherwise
reverse engineer any Licensed Software, or use any similar means to discover the
source code of the Licensed Software or to discover the trade secrets therein,
or otherwise circumvent any technological measure that controls access to the
Licensed Software; or (iii) permit any third party to engage in any of the acts
proscribed in clauses (i) through (ii).

10.5 NOTICE. Recipient shall notify Discloser promptly of any unauthorized
possession, disclosure, or use of Proprietary Material or, in the case of VAR,
any violation of the confidentiality provisions included in any Sublicense
Agreement or Service Bureau Agreement of which VAR is aware. Recipient will take
such

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<PAGE>

actions as Discloser may reasonably request (including instituting appropriate
legal proceedings) to enforce the confidentiality provisions of such agreements
and to prevent or remedy any further unauthorized possession, disclosure or use
of Proprietary Materials.

10.6 REMEDIES. Money damages will not be an adequate remedy if this Section 10
is breached and, therefore, Discloser shall, in addition to any other legal or
equitable remedies, be entitled to seek an injunction or similar equitable
relief against such breach or threatened breach without the necessity of posting
any bond.

11.      TERM; TERMINATION

11.1 TERM. This Agreement shall commence on the Effective Date and continue for
a period of three and one-half (3 1/2) years thereafter. This Agreement may be
renewed for an additional term of equal duration, upon the mutual written
consent of the parties.

11.2 TERMINATION. Notwithstanding the foregoing, this Agreement may be
terminated:

         a. MATERIAL BREACH. By either party, in the event the other party
materially breaches a provision of this Agreement and the breaching party fails
to cure such breach within thirty (30) days of the receipt of notice of such
breach from the non-breaching party.

         b. BANKRUPTCY. By either party, immediately in the event any assignment
is made by the other party for the benefit of creditors, the party admits in
writing its inability to pay debts as they come due, or if a receiver, trustee
in bankruptcy or similar officer shall be appointed to take charge of any or all
of the other party's property, or if the other party files a voluntary petition
under federal bankruptcy laws or similar state statutes or such a petition is
filed against the other party and is not dismissed within sixty (60) days.

11.3 EFFECTS OF TERMINATION. Upon termination of this Agreement for any reason,
all rights, obligations and licenses of the parties hereunder shall cease,
except for the following obligations:

         a. PAYMENTS. VAR's liability for any Fee, charges, payments or expenses
due to Exchange that accrued prior to the termination date shall not be
extinguished by termination, and such amounts (if not otherwise due on an
earlier date) shall be immediately due and payable on the termination date.

         b. TERMINATION OF LICENSES. VAR shall have no further right to copy or
use any Licensed Software (except to fulfill Sublicense orders outstanding as of
the termination date) and immediately after the termination or expiration date
hereof, VAR shall deliver to Exchange, at VAR's expense, all originals and
copies of the (i) Licensed Software, (ii) Documentation, (iii) other Proprietary
Materials in the possession or under the control of VAR and (iv) render unusable
all intangible data and information. VAR shall certify in writing to Exchange
within ten (10) days following termination that it has complied with this
Section 11.3.b.

         c. SURVIVAL. The provisions of Sections 5.5 (Taxes), 5.6 (Records and
Audits), 8 (Warranty; Warranty Disclaimers; Limitation of Liability), 9
(Infringement Indemnities), 10 (Protection of Proprietary Materials), 12
(Nondisclosure), 13 (Compliance with Laws), 14 (General) and this Section 11
shall survive any termination or expiration of this Agreement.

11.4 SUBLICENSES. Notwithstanding any of the foregoing, any expiration or
termination of this Agreement shall not have an impact on those Sublicense
Agreements issued under this Agreement, and all terms and conditions of such
Sublicense Agreements shall continue in full force and effect.

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<PAGE>

12. NONDISCLOSURE. Without first obtaining the written consent of the other
party, neither party shall 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. VAR shall not disclose the results of benchmark
tests or the statistical performance results of any other evaluation of the
Licensed Software to any third party without Exchange's prior written approval.

13.      COMPLIANCE WITH LAWS.

13.1 EXPORT. VAR shall not export or re-export, directly or indirectly
(including via remote access), Licensed Software, Documentation or other
information or materials provided by Exchange hereunder, to any country for
which the United States or any other relevant jurisdiction requires any export
license or other governmental approval at the time of export without first
obtaining such license or approval. It shall be VAR's responsibility to comply
with the latest United States export regulations, and VAR shall defend and
indemnify Exchange from and against any damages, fines, penalties, assessments,
liabilities, costs and expenses (including reasonable attorneys' fees and court
costs) arising out of any claim that Licensed Software, Documentation, or other
information or materials provided by Exchange hereunder were exported or
otherwise accessed, shipped or transported in violation of applicable laws and
regulations.

13.2 COMPLIANCE WITH LAWS OF OTHER JURISDICTIONS. VAR shall comply in all
material respects with all laws, legislation, rules, regulations, and
governmental requirements with respect to the Licensed Software, and the
performance by VAR of its obligations hereunder, of any jurisdiction in or from
which VAR directly or indirectly causes the Licensed Software to be used or
accessed. In the event that this Agreement is required to be registered with any
governmental authority, VAR shall cause such registration to be made and shall
bear any expense or tax payable in respect thereof.

14.      GENERAL

14.1 FORCE MAJEURE. In the event that either party is prevented from performing,
or is unable to perform, any of its obligations under this Agreement due to any
cause beyond the reasonable control of the party invoking this provision, the
affected party's performance shall be extended for the period of delay or
inability to perform due to such occurrence.

14.2 WAIVER. The waiver by either party of a breach or a default of any
provision of this Agreement by the other party shall not be construed as a
waiver of any succeeding breach of the same or any other provision, nor shall
any delay or omission on the part of either party to exercise or avail itself of
any right, power or privilege that it has, or may have hereunder, operate as a
waiver of any right, power or privilege by such party. 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.

14.3 NO AGENCY; INDEPENDENT CONTRACTORS. Nothing contained in this Agreement
shall be deemed to constitute either party as the agent or representative of the
other party, or both parties as joint venturers or partners for any purpose. VAR
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. VAR shall make all agreements with End Users and Strategy Affiliates
in its own name and for its own account and risk, and shall establish its own
prices.

14.4 GOVERNING LAW; JURISDICTION & VENUE. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, USA, without
regard to its choice of law provisions. In the event of any conflict between
foreign laws, rules and regulations and those of the United States, the laws,
rules and regulations of the United States shall govern. The United Nations
Convention on Contracts for the International Sale of Goods shall not apply to
this Agreement.

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<PAGE>

14.5 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the Appendices and Exhibits
attached hereto constitute the entire agreement between the parties with regard
to the subject matter hereof. 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 waiver, consent, modification or change of terms of this Agreement shall bind
either party unless in writing signed by both parties, and then such waiver,
consent, modification or change shall be effective only in the specific instance
and for the specific purpose given. Terms set forth in any purchase order of VAR
(or other similar document) that are in addition to or at variance with the
terms of this Agreement are specifically waived by VAR. All such terms are
considered by Exchange to be proposed material alterations of this Agreement and
are rejected. VAR's purchase order is only effective as VAR's unqualified
commitment to pay for a license to the Licensed Software upon the terms (and
only the terms) set forth herein.

14.6 COSTS, EXPENSES AND ATTORNEYS' FEES. VAR shall reimburse Exchange for all
reasonable costs (including attorneys' fees) incurred by Exchange in collecting
late payments from VAR. If either party commences any action or proceeding
against the other party to enforce or interpret this Agreement, the prevailing
party in such action or proceeding shall be entitled to recover from the other
party the actual costs, expenses and attorneys' fees (including all related
costs and expenses), incurred by such prevailing party in connection with such
action or proceeding and in connection with obtaining and enforcing any judgment
or order thereby obtained.

14.7 ASSIGNMENT. This Agreement, the Licenses and all of the other rights and
obligations hereunder, may not be assigned, in whole or in part by VAR, without
the prior written consent of Exchange. Any attempt by VAR to do so without such
consent shall be null and void AB INITIO. In the case of any permitted
assignment or transfer of or under this Agreement, this Agreement or the
relevant provisions shall be binding upon, and inure to the benefit of, the
successors, executors, heirs, representatives, administrators and assigns of the
parties hereto.

14.8 NOTICES. Any notice or communication from one party to the other shall be
in writing and either personally delivered or sent certified mail, postage
prepaid, return receipt requested, addressed to such other party at the address
specified in the first paragraph of this Agreement, or at such other address as
such party may from time to time designate in a notice to the other party. All
notices shall be in English and shall be effective upon receipt.

14.9 NON SOLICITATION. For the term of this Agreement and for a period of twelve
months after any expiration or termination of this Agreement, the parties hereto
do agree and affirm to refrain from any and all attempts to solicit or recruit
the employees of the other without the prior written approval of the party whose
employee is being considered for employment. This shall in no way, however, be
construed to restrict, limit or encumber the rights of any employee granted by
law.

14.10 COUNTERPARTS. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. In making proof of this Agreement, it
shall not be necessary to produce or account for more than one such counterpart.

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         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.


EXCHANGE APPLICATIONS, INC.              MICROSTRATEGY INCORPORATED

By:______________________________        By:________________________________

Name:____________________________        Name:______________________________

Title:___________________________        Title:_____________________________

Date:____________________________        Date:______________________________





_________________________________        EXHIBITS EXCLUDED