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                                                                  Exhibit 10.12

[EXCHANGE LOGO]

                         VALUE-ADDED RESELLER AGREEMENT

Exchange  Applications,  Inc.  CONFIDENTIAL  p.  1 OF 29  BUSDOCS:810525.5  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.
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          "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.

         "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
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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:

         (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,
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                  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.

         (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
<PAGE>

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.

         (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
<PAGE>

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) 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
<PAGE>

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
         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
<PAGE>

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,  and Exchange
shall make all  reasonable  efforts  not to disrupt  VAR's  business  during the
audit.  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.
<PAGE>

         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.


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
<PAGE>

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
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).
<PAGE>

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.

         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
<PAGE>

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 the depreciated 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.

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
<PAGE>

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).
<PAGE>

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  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.

<PAGE>

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.

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
<PAGE>

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.

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
<PAGE>

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.
<PAGE>

         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:              [illegible]                By: /s/ Sanju Bansal
    -------------------------                   --------------------------------

Name:______________________________         Name:  Sanju Bansal
                                                   -----------------------------

Title:_____________________________         Title: COO
                                                   -----------------------------

Date:______________________________         Date:_______________________________
<PAGE>

                                  APPENDIX A-1


                     VALEX(TM) Software Product Description

VALEX software  transforms raw customer data into usable marketing  information.
It  integrates  with other  decision  support  software to leverage the customer
information in a customer's data warehouse.

VALEX Delivers:

   o A  full-function  suite  of  database  marketing  tools  for  segmentation,
     campaign  planning,  campaign  management,  campaign data  extraction,  and
     back-end reporting and analysis.
   o Integrated  capabilities to define, refine, and reuse segmentation schemes,
     profile segments, and reuse campaign criteria over time and across.
   o An Open systems  architecture  which  maximizes data access  throughout the
     organization, minimizes investment costs, and supports flexible, extendible
     capabilities.
   o A multi-tier End User  interfaces  which supports  direct access to data by
     staff with differing technical skills levels and database knowledge.

                                  VALEX Modules

VALEX Segment

Segment is a powerful  data access tool which  allows the customer to define and
count sets of customers using a  point-and-click  End User interface or with the
full capabilities of native SQL.

VALEX Profile

Profile creates three-dimensional profiles or cross-tabulations of the database.
A wide variety of mathematical functions are available as well as advanced tools
for grouping and  manipulating  the  dimensions  of the profile.  Results can be
displayed, stored, and integrated with client tools such as Excel.

VALEX Campaign

Campaign  completely   automates  the  definition  and  management  of  targeted
marketing  campaigns.  Mutually exclusive and collectively  exhaustive  customer
sets  are  created  automatically  through  Campaign's  de-duplication  utility.
Facilities are provided to manage audience splits and quantity limits.  Campaign
performs  the data  manipulation  necessary  to format the data for direct mail,
telemarketing,  and other targeted customer communication programs and generates
the files to execute these processes.

VALEX Extract

Extract  performs the actual data extraction for the customer sets identified by
Segment and Campaign.  Extract  generates flat files or RDBMS database tables in
flexible formats defined by the system manager or end-End User.  Extract has the
ability to create computed fields and summary tables.  These files or tables can
provide the direct input to the systems  which  manage  customer  touch  points,
including direct mail, telemarketing, sales management, and customer service, or
as input for modeling tools.  Extract  specifications  can be stored and re-used
throughout the VALEX environment.

                                Optional Software

VALEX Eval
<PAGE>

VALEX Eval  provides  the ability to establish a set of  consistent  performance
metrics to monitor the performance of marketing  investment  plans and campaigns
over time. It supports the evaluation of behavior  change related to segments of
customers, investment plans, campaigns, and specific value propositions.

VALEX  Designer

VALEX Designer is a powerful analysis environment that allows VALEX customers to
build their own customized,  multidimensional  analysis views of their database.
VALEX Designer  includes a visual  development  environment  that allows the End
User to quickly create sophisticated  multi-dimensional  analysis  applications.
Designer supports  development of reports,  charts,  graphs,  drill downs, pivot
tables, exception reports and other sophisticated analysis techniques. The VALEX
Designer also includes a powerful  multi-dimensional database allowing for rapid
retrieval and analysis of key dimensions of the database.
<PAGE>

                                  Appendix A-2


                    eXstatic(TM) Software Product Description





 Exchange's e-mail marketing tool that enables personalized communications
                        with customers of the end users.
<PAGE>

                                   APPENDIX B



                      DESCRIPTIONS OF VALUE-ADDED PRODUCTS


1.   VAR's Strategy.com with eXstatic(TM)  Software (Service Bureau), to provide
     Strategy  Affiliates  with  email  marketing  services  (in  respect of the
     Strategy.com network services) to Affiliate Subscribers.


2.   VAR's other products with eXstatic(TM) Software
<PAGE>

[EXCHANGE LOGO]

                                   APPENDIX C


                               DEVELOPER LICENSES

                     MAINTENANCE AND SUPPORT DELIVERY MODEL


<TABLE>
<CAPTION>



Support Description                                                      Responsible Party
<S>                                                                        <C>

1.   Isolates problem to Licensed Software code.                                VAR

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

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

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

5.   Provide error correction or workaround for problem.                        Exchange
</TABLE>
<PAGE>

[EXCHANGE LOGO]

                                   APPENDIX D

                              END USER SUBLICENSES

                     MAINTENANCE AND SUPPORT DELIVERY MODEL

<TABLE>
<CAPTION>




Support Description                                                      Responsible Party
<S>                                                                        <C>

1.   Takes call from End User reporting the problem.                            VAR

2.   Isolates problem to Licensed Software code.                                VAR

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

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

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

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

7.   Provide error correction or workaround for problem
to VAR.  Exchange

8.   Provides error correction or workaround to End User.                       VAR
</TABLE>
<PAGE>

[EXCHANGE LOGO]

                                   APPENDIX E

                             SERVICE BUREAU LICENSE

                     MAINTENANCE AND SUPPORT DELIVERY MODEL


<TABLE>
<CAPTION>



Support Description                                                      Responsible Party
<S>                                                                     <C>

1.   Takes call from Strategy Affiliate reporting the problem.                  VAR

2.   Isolates problem to Licensed Software code.                                VAR

3.   If problem is isolated to the Licensed Software code,
System Manager calls Exchange to report the problem.                            VAR

4.   Collects all necessary technical data (i.e., code,
reports, supporting technical data, dumps, etc.)                                VAR

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

6.   Provide error correction or workaround for problem
to VAR.                                                                         Exchange

7.   Introduces error correction or workaround into
Service Bureau operations and services.                                         VAR


</TABLE>
<PAGE>

[EXCHANGE LOGO]
                                    EXHIBIT A


                           SCHEDULE OF DEVELOPER FEES

<TABLE>
<CAPTION>

Description                                                                Fees Payable*
-----------                                                                -------------
<S>                                                                        <C>

1.       VALEX Developer License

A. License Fees
                                                                               $500,000
         Object Code Format
              1 copy Server Software Module
              10 copies Client Software Module


B. Annual Maintenance Fees

         First Year                                               Not separately priced

         Subsequent years (optional)                                           $100,000


2.       eXstatic Developer License

A. License Fees
         Object Code Format                                                    $500,000


B. Annual Maintenance Fees

         First Year                                               Not separately priced

         subsequent years (optional)                                           $100,000

</TABLE>



Payment Terms: The fees described on this Exhibit A are payable to Exchange upon
execution of this Agreement.


* VAR shall reimburse Exchange for actual,  reasonable travel and out-of -pocket
expenses incurred.
<PAGE>

[EXCHANGE LOGO]
                                    Exhibit B


                       Sublicense and Service Bureau Fees


1.       Sublicense - VALEX(TM)software bundled with the Value-Added Product:

A.       Sublicense Royalty                      50% of Exchange's  then-current
                                                 list  price  for  the  Licensed
                                                 Software,  based on  VAR's  End
                                                 User's    customer     database
                                                 configuration or MCIF

         For each  Sublicense  issued  by VAR to an End  User,  VAR shall pay to
         Exchange a Sublicense  Royalty equal to 50% 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 its price list at upon ninety (90) days' prior  written
         notice to VAR.  All  Sublicense  Royalties  are due and payable  within
         thirty (30) days from the execution date of the  particular  Sublicense
         Agreement out of which such payment arises.


B.       Annual Maintenance Royalty              10% of the Sublicense Royalty

         For each  Sublicense  issued  by VAR to a End  User,  VAR  shall pay to
         Exchange a Maintenance  Royalty equal to 10% of the Sublicense Royalty.
         All  Maintenance  Royalty fees are due and payable  within  thirty (30)
         days from the execution date of the particular Sublicense Agreement out
         of which such payment arises.  Subsequent  annual  Maintenance  Royalty
         fees are due and  payable  on or before  the  beginning  of the  annual
         period to which such payment applies.


2.       Sublicense  -  eXstatic(TM)   Software  bundled  with  the  Value-Added
         Product:

A.       Sublicense Royalty                      Currently,  $97,500  (that  is,
                                                 50% of Exchange's  then-current
                                                 list  price  for  the  Licensed
                                                 Software)  plus  50% of the per
                                                 email    fee   based   on   the
                                                 following  list price  schedule
                                                 (monthly flat fee + incremental
                                                 monthly usage fee)

         Monthly  Flat Fee,  based on number of email  messages  sent during the
month:


<TABLE>
<CAPTION>
<S>                  <C>                 <C>                     <C>                   <C>                         <C>

----------------- ---------------------- ----------------------- ---------------------- --------------------------- ---------------
1-200K messages    greater than 200-400K  greater than 400-600K  greater than 600-800K  greater than 800K-1 million   1-10 million
----------------- ---------------------- ----------------------- ---------------------- --------------------------- ---------------
$5,000            $5,000                 $9,000                   $12,000               $14,000                       $15,000
----------------- ---------------------- ----------------------- ---------------------- --------------------------- ---------------

         Incremental  Monthly Usage Fee,  based on number of email messages sent
during the month:
---------------- ---------------------- ----------------------- ---------------------- --------------------------- -----------------
1-200K messages   greater than 200-400K  greater than 400-600K  greater than 600-800K  greater than 800K-1 million   1-10 million
---------------- ---------------------- ----------------------- ---------------------- --------------------------- -----------------
0                $.02 per email          $.015 per email        $.01 per email         $.005 per email              $.0025 per email
---------------- ---------------------- ------------------------ --------------------- --------------------------- -----------------

</TABLE>


         For each  Sublicense  issued  by VAR to an End  User,  VAR shall pay to
         Exchange a Sublicense  Royalty equal to 50% of Exchange's  then current
         list  license  and  usage  fees  for the  Licensed  Software.  Exchange
         reserves  the right to change  its price  list upon  ninety  (90) days'
         prior written notice to VAR. All Sublicense  Royalties for the Licensed
         Software are due and payable within thirty (30) days from the execution
         date of the particular  Sublicense  Agreement out of which such payment
<PAGE>

[EXCHANGE LOGO]

         arises.  All  Sublicense  Royalties for the per email usage are due and
         payable within thirty (30) days of the end of the month.


B.       Annual Maintenance Royalty                10% of the Sublicense Royalty
                                                   for the Licensed Software

         For each  Sublicense  issued  by VAR to a End  User,  VAR  shall pay to
         Exchange a Maintenance  Royalty equal to 10% of the Sublicense  Royalty
         for the Licensed  Software.  All  Maintenance  Royalty fees are due and
         payable  within  thirty  (30)  days  from  the  execution  date  of the
         particular  Sublicense  Agreement  out of which  such  payment  arises.
         Subsequent  annual  Maintenance  Royalty fees are due and payable on or
         before  the  beginning  of the  annual  period  to which  such  payment
         applies.

         All royalty fees are payable in US Dollars, and are exclusive of taxes.
         VAR 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,  corporate  franchise or personal
         property ownership or employee related tax.


3.       Service Bureau - eXstatic Software on a hosted basis with VAR acting as
         an Application Service Provider for Strategy Affiliates

A.       License fee:                 $100,000 per Strategy Affiliate registered
                                       with Strategy.com and designated by VAR


B.       Annual Maintenance Fee       $10,000

The fees  described  for this Item 3 are due and  payable  (a) on the  Effective
Date,  in  respect  of all then  current  Strategy  Affiliates  registered  with
Strategy.com  and  designated  by VAR, and (b) quarterly  thereafter,  beginning
March  15,  2000,  in  respect  of new  Strategy  Affiliates  added  during  the
applicable  Reporting Quarter.  With each payment,  VAR shall provide Exchange a
report of the total number of Strategy  Affiliates  registered with Strategy.com
and designated by VAR for purposes of the Service Bureau,  and the number of new
Strategy Affiliates.
<PAGE>

[EXCHANGE LOGO]
                                    EXHIBIT C

                   MASTER AGREEMENT FOR PROFESSIONAL SERVICES
                         (already provided by Exchange)
<PAGE>

[MicroStrategy Letterhead]                            8000 Towers Crescent Drive
                                                      Vienna, Virginia 22182
                                                      703.848.8600
                                                      703.848.8610 Fax
                                                      info@microstrategy.com
                                                      www.microstrategy.com
December 30, 1999

Mr. Andrew J. Frawley
Chief Executive Officer
Exchange Applications, Inc.
89 South Street
Boston, MA 02111

Re:      Designation of Strategy  Affiliates in accordance  with the Value-Added
         Reseller  Agreement  between   MicroStrategy   Incorporated  (MSI)  and
         Exchange Applications, Inc. dated December 30, 1999 (the "Agreement")

Dear Andy:

We would like to designate the following Strategy Affiliates as being registered
with the MSI Service Bureau for eXstatic Software.

<TABLE>
<CAPTION>
<S>                                                       <C>


WSJ Interactive                                           BeatingWallStreet.com
Riggs Bank                                                ICOA, Inc.
American Mobile Satellite Corp.                           Sundial Marketplace Corporation
Belo Interactive                                          Stocksystem.com, Inc.
NCR                                                       Aquis IP Communications
Ameritrade                                                Wealthcast.com
Nasdaq                                                    Blue Stone Capital Partners, L.P. (Trade.com)
fbr.com                                                   CSG Media, LLC (ForSalesPeople.com)
Cendex Corporation                                        Protavolori
USAToday.com                                              Green Mountain Asset Management
EarthLink Network, Inc.                                   twcresearch.com
Community of Science, Inc.                                All As One
Washingtonpost.com                                        Open Designer Ltd.
Metrocall Inc.                                            Wireless Enabled, LLC
MobileClick.com, Inc.                                     Aquis Communications
SMAC Data Systems, Inc.                                   1010WallStreet.com
Telestreet.com, Inc.                                      Canstock.com
The Market Radar                                          Avid Trading Company
Marble Management (The Daytrader Toad)                    Phone Center
Investor Educ Svcs, Inc. (VPA Forum)                      RightLine.net
BigPlayStocks.com, Inc.                                   Buy Sell or Hold Company
DayTrade Alerts, Inc.                                     iExpect.com, LLC
GayWired.com


</TABLE>

In accordance with the terms of the Agreement, please invoice MSI $4,500,000 for
the  designation  of the above list of Strategy  Affiliates and $450,000 for the
first year of maintenance for the Strategy Affiliates.

Regards,


/s/ Sanju Bansal
Sanju Bansal
Chief Executive Officer