EXCHANGE APPLICATIONS INC
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>ex10-2_10517.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>


                                                                    EXHIBIT 10.2
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                          REGISTRATION RIGHTS AGREEMENT

                          DATED AS OF JANUARY 10, 2001,

                                      among

                          EXCHANGE APPLICATIONS, INC.,

                                       and

                                       the

                                    INVESTORS
                                IDENTIFIED HEREIN














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<PAGE>

                                TABLE OF CONTENTS
                                -----------------
                                                                           Page
                                                                           ----

Section 1.   Definitions....................................................1

Section 2.   Required Registration..........................................3

Section 3.   Piggyback Registration.........................................4

Section 4.   Registrations on Form S-3......................................5

Section 5.   Holdback Agreement.............................................5

Section 6.   Preparation and Filing.........................................6

Section 7.   Expenses.......................................................8

Section 8.   Indemnification................................................9

Section 9.   Underwriting Agreement........................................11

Section 10.    Information.................................................11

Section 11.    Exchange Act Compliance.....................................11

Section 12.    No Conflict of Rights.......................................11

Section 13.    Termination.................................................12

Section 14.    Successors and Assigns......................................12

Section 15.    Assignment..................................................12

Section 16.    Entire Agreement............................................12

Section 17.    Notices.....................................................12

Section 18.    Modifications; Amendments; Waivers..........................14

Section 19.    Counterparts................................................14

Section 20.    Headings....................................................14

Section 21.    Governing Law...............................................14

<PAGE>


                  REGISTRATION RIGHTS AGREEMENT, dated as of January 10, 2001,
among EXCHANGE APPLICATIONS, INC., a Delaware corporation (the "Corporation"),
and INVESTORS (as herein defined).

                  The Investors own or have the right to purchase or otherwise
acquire shares of the capital stock of the Corporation. The Corporation and the
Investors deem it to be in their respective best interests to set forth the
rights of the Investors in connection with public offerings and sales of the
Common Stock. To that end, the Corporation and the Investors hereby set forth
this Agreement.

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants and obligations hereinafter set forth, the Corporation and the
Investors hereby agree as follows:

Section 1.        Definitions.

                  As used in this Agreement, the following terms shall have the
following meanings:

         (a) "Business Day" means any day that is not a Saturday, Sunday, legal
holiday or other day on which banks are required to be closed in New York and
Massachusetts.

         (b) "Closing Date" shall have the meaning ascribed to such term in the
Securities Purchase Agreement.

         (c) "Commission" means the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.

         (d) "Common Stock" means the common stock, $.001 par value per share,
of the Corporation.

         (e) "Corporation" shall have the meaning ascribed to such term in the
Caption.

         (f) "Counsel" shall have the meaning ascribed to such term in Section
6(b).

         (g) "Exchange Act" means the Securities Exchange Act of 1934 or any
successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.

         (h) "Information" shall have the meaning ascribed to such term in
Section 6(i).

         (i) "Inspectors" shall have the meaning ascribed to such term in
Section 6(i).

         (j) "Investors" means the Persons set forth on Schedule I and each
additional Person who shall execute a counterpart signature page hereto, and,
subject to Section 15 hereof, includes any successor to, or assignee or
transferee of, any such Person who or which agrees in
<PAGE>

writing to be treated as an Investor hereunder and to be bound by the terms and
comply with all applicable provisions hereof.

         (k) "Other Shares" means at any time those shares of Common Stock which
do not constitute Primary Shares or Registrable Shares.

         (l) "Person" means any individual, partnership, corporation, group,
trust, limited liability company or other legal entity.

         (m) "Primary Shares" means at any time the authorized but unissued
shares of Common Stock and shares of Common Stock held by the Corporation in its
treasury.

         (n) "Records" shall have the meaning ascribed to such term in Section
6(i).

         (o) "Registrable Shares" means, with respect to any Investor, the
shares of Common Stock held by such Investor, or the shares of Common Stock into
which shares of Series A Preferred held by such Investor are convertible, which
shares constitute Restricted Shares.

         (p) "Restricted Shares" means shares of Common Stock held by the
Investors issuable upon conversion of shares of the Series A Preferred which
have not been registered under the Securities Act. As to any particular
Restricted Shares, once issued, such Restricted Shares shall cease to be
Restricted Shares when (i) they have been registered under the Securities Act,
the registration statement in connection therewith has been declared effective
and they have been disposed of pursuant to such effective registration
statement, (ii) they are eligible to be sold or distributed pursuant to Rule 144
within any consecutive three-month period (including, without limitation, Rule
144(k)) without volume limitations, or (iii) they shall have ceased to be
outstanding.

         (q) "Registration Statement" means any registration statement of the
Corporation which covers any of the Registrable Shares, and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein

         (r) "Requisite Investors" means those Investors who hold in the
aggregate in excess of 50% of the Registrable Shares held by all Investors at
the time in question.

         (s) "Rule 144" means Rule 144 promulgated under the Securities Act or
any successor rule thereto or any complementary rule thereto (such as Rule
144A).

         (t) "Securities Act" means the Securities Act of 1933 or any successor
Federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect from time to time.

         (u) "Securities Purchase Agreement" means the Securities Purchase
Agreement dated the date hereof, among the Corporation and the Investors party
thereto.

                                       2
<PAGE>

         (v) "Series A Preferred" means the Series A Convertible Redeemable
Preferred Stock, $.001 par value per share of the Corporation.

         (w) "Series A Preferred Representative" means Insight Venture
Associates IV, L.L.C., or any successor thereto approved by the Corporation
(which approval shall not be unreasonably withheld).

Section 2.        Required Registration.

         (a) From and after the 90th day following the Closing Date, if the
Requisite Investors shall in writing state that such holders desire to sell
Registrable Shares in the public securities markets and request the Corporation
to effect the registration under the Securities Act of Registrable Shares, the
Corporation shall promptly use commercially reasonable efforts to effect the
registration under the Securities Act of the Registrable Shares which the
Corporation has been so requested by the Requisite Investors to register.

         (b) Anything contained in Section 2(a) to the contrary notwithstanding,
the Corporation shall not be obligated to effect any registration under the
Securities Act pursuant to Section 2(a) except in accordance with the following
provisions:

                  (i) The Corporation shall not be obligated to use commercially
         reasonable efforts to file and cause to become effective (A) more than
         two Registration Statements initiated pursuant to this Section 2(a);
         provided, however, that if the Investors were unable to sell at least
         90% of the Registrable Shares requested to be included in the last
         registration initiated by such group of Investors pursuant to Section
         2(a) as a result of an underwriter's cutback, then additional
         registrations shall be added to this Section 2(b) until the foregoing
         condition is satisfied for such initiating group of Investors, or (B)
         any Registration Statement during any period in which any other
         Registration Statement (other than on Form S-4 or Form S-8 promulgated
         under the Securities Act or any successor forms thereto) pursuant to
         which Primary Shares or Other Shares are to be or were sold has been
         filed and not withdrawn or has been declared effective within the prior
         90 days.

                  (ii) The Corporation may delay the filing or effectiveness of
         any Registration Statement for a period of up to 90 days after the date
         of a request for registration pursuant to Section 2(a), if at the time
         of such request (i) the Corporation is engaged, or has fixed plans to
         engage within 90 days of the time of such request, in a firm commitment
         underwritten public offering of Primary Shares in which the Investors
         holding Registrable Shares may include such Registrable Shares pursuant
         to Section 3 or (ii) the Corporation reasonably determines that such
         registration and offering would interfere with any material transaction
         involving the Corporation; provided, however, that the Corporation may
         only delay the filing or effectiveness of a registration statement
         pursuant to this Section 2(b) for a total of 90 days after the date of
         a request for registration.

                  (iii) With respect to any registration pursuant to this
         Section 2(a), the Corporation shall give notice of such registration to
         the Investors who do not request

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<PAGE>

         registration hereunder and to the holders of all Other Shares which are
         entitled to registration rights and the Corporation may include in such
         registration any Primary Shares or Other Shares; provided, however,
         that if the managing underwriter advises the Corporation that the
         inclusion of all Registrable Shares, Primary Shares and/or Other Shares
         proposed to be included in such registration would interfere with the
         successful marketing (including pricing) of the Registrable Shares
         proposed to be included in such registration, then the number of
         Registrable Shares, Primary Shares and/or Other Shares proposed to be
         included in such registration shall be included in the following order:

                    (A) first, pro rata among (x) the Registrable Shares
               requested by the Investors to be included in such registration
               (or, if necessary, such Registrable Shares pro rata among the
               holders thereof based upon the number of Registrable Shares
               requested to be registered by each such Investor) and (y) the
               Other Shares (only to the extent required by an effective
               Registration Rights Agreement entered into prior to the date
               hereof between the Corporation and the holders of such Other
               Shares);

                    (B) second, the Primary Shares; and

                    (C) third, the Other Shares which are entitled to
               registration rights.

         (c) A requested registration under Section 2(a) may be rescinded as to
all of the Registrable Shares requested to be so registered prior to such
registration being declared effective by the Commission by written notice from
such Requisite Investors to the Corporation; provided, however, that such
rescinded registration shall not be deemed a Registration Statement initiated
pursuant to Section 2(a) for the purpose of Section 2(b)(i)(A) if the
Corporation shall have been reimbursed for all out-of-pocket expenses incurred
by the Corporation in connection with such rescinded registration.

Section 3.        Piggyback Registration.

         (a) From and after the 90th day following the Closing Date, if the
Corporation at any time proposes for any reason to register Primary Shares or
Other Shares under the Securities Act (other than on Form S-4 or Form S-8
promulgated under the Securities Act or any successor forms thereto), it shall
give written notice to the Investors of its intention to so register such
Primary Shares or Other Shares at least 30 days before the initial filing of
such Registration Statement and, upon the written request, delivered to the
Corporation within 20 days after delivery of any such notice by the Corporation,
of the Investors to include in such registration Registrable Shares (which
request shall specify the number of Registrable Shares proposed to be included
in such registration and shall state that the Investors desire to sell such
Registrable Shares in the public securities markets), the Corporation shall use
commercially reasonable efforts to cause all such Registrable Shares to be
included in such registration on the same terms and conditions as the securities
otherwise being sold in such registration; provided, however, that if the
managing underwriter advises the Corporation that the inclusion of all
Registrable Shares requested to be included in such registration would interfere
with the successful marketing (including pricing) of the Primary Shares or Other
Shares proposed to be registered by the

                                       4
<PAGE>

Corporation, then the number of Primary Shares, Registrable Shares and Other
Shares proposed to be included in such registration shall be included in the
following order:

                  (i) first, pro rata among (x) the Corporation and the holders
         of Other Shares, as the case may be, and (y) Investors requesting their
         Registrable Shares be included in such registration (or, if necessary,
         such Registrable Shares pro rata among the holders thereof based upon
         the number of Registrable Shares requested to be registered by each
         such holder); and

                  (ii) second, the Other Shares which are entitled to
         registration rights and are held by holders who are not initiating such
         registration under this Section 3.

         (b) The number of requests permitted by the Investors pursuant to this
Section 3 shall be unlimited.


Section 4.        Registrations on Form S-3.

                  Anything contained in Section 2 to the contrary
notwithstanding, from and after the 90th day following the Closing Date, at such
time as the Corporation shall have qualified for the use of Form S-3 promulgated
under the Securities Act or any successor form thereto, each Investor holding
Registrable Shares then outstanding shall have the right to request in writing
that the Corporation effect the registration of Registrable Shares on Form S-3
or such successor form, which request or requests shall (i) specify the number
of Registrable Shares intended to be sold or disposed of and the holders thereof
and (ii) state the intended method of disposition of such Registrable Shares.
The Corporation shall use commercially reasonable efforts to promptly effect the
registration under the Securities Act of the Registrable Shares so requested to
be registered. A requested registration on Form S-3 or any such successor form
in compliance with this Section 4 shall not count as a registration statement
initiated pursuant to Section 2(a) for purposes of Section 2 (b)(i)(A) and,
except as otherwise expressly provided in this Section 4, shall otherwise be
subject to Section 2. The number of requests permitted by the Investors pursuant
to this Section 4 shall be unlimited; provided, however, that the Investors
shall not be permitted to effect more than one registration pursuant to this
Section 4 during any 180-day period.

Section 5.        Holdback Agreement.

         (a) If the Corporation at any time shall register shares of Common
Stock pursuant to Section 2, 3, or 4 hereof, no holder of the Registrable Shares
so registered shall sell publicly such Registrable Shares before the 180th day
following the Closing Date.

         (b) If the Corporation at any time shall register shares of Common
Stock under the Securities Act (including any registration pursuant to Sections
2, 3 or 4 hereof) for sale to the public in an underwritten offering, no
Investor shall sell, make any short sale of, grant any option for the purchase
of, or otherwise dispose of, any Registrable Shares (other than those shares of
Common Stock included in such registration pursuant to Sections 2, 3 or 4
hereof) without the prior written consent of the Corporation, for a period as
shall be determined by the relevant managing underwriters, which period shall
not last more than 180 days after the effective date of such Registration
Statement. From and after the date hereof, the Corporation shall use

                                       5
<PAGE>

commercially reasonable efforts to obtain the agreement of any Person permitted
to sell shares of stock in a registration to be bound by and to comply with this
Section 5 (or similar provisions of a separate agreement) as if such Person were
an Investor.

         (c) If the Corporation at any time pursuant to Sections 2 or 3 of this
Agreement shall register under the Securities Act Registrable Shares held by the
Investors for sale to the public pursuant to an underwritten offering, the
Corporation shall not effect any public sale or distribution of securities
similar to those being registered, or any securities convertible into or
exercisable or exchangeable for such securities, for such period as shall be
determined by the Corporation and the managing underwriters, which period shall
not be less than 5 days.

Section 6.        Preparation and Filing.

                  If and whenever the Corporation is under an obligation
pursuant to the provisions of this Agreement to effect the registration of any
Registrable Shares, the Corporation shall, as expeditiously as practicable:

         (a) use commercially reasonable efforts to cause a Registration
Statement that registers such Registrable Shares to become and remain effective
for a period of 180 days or until all of such Registrable Shares have been
disposed of (if earlier);

         (b) furnish, at least five Business Days before filing a Registration
Statement that registers such Registrable Shares, a prospectus relating thereto
or any amendments or supplements relating to such a Registration Statement or
prospectus, to one counsel selected by the Investors ("Counsel") copies of all
such documents proposed to be filed (it being understood that such five-Business
Day period need not apply to amendments or successive drafts of the same
document proposed to be filed so long as such amendments or successive drafts
are supplied to Counsel in advance of the proposed filing by a period of time
that is customary and reasonable under the circumstances);

         (c) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective for
at least an additional period of 90 days or until all of such Registrable Shares
have been disposed of (if earlier) and to comply with the provisions of the
Securities Act with respect to the sale or other disposition of such Registrable
Shares;

         (d) promptly notify Counsel in writing (i) of the receipt by the
Corporation of any notification with respect to any comments by the Commission
with respect to such registration statement or prospectus or any amendment or
supplement thereto or any request by the Commission for the amending or
supplementing thereof or for additional information with respect thereto, (ii)
of the receipt by the Corporation of any notification with respect to the
issuance by the Commission of any stop order suspending the effectiveness of
such registration statement or prospectus or any amendment or supplement thereto
or the initiation or threatening of any proceeding for that purpose and (iii) of
the receipt by the Corporation of any notification with respect to the
suspension of the qualification of such Registrable Shares for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purposes;

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<PAGE>

         (e) use its best efforts to register or qualify such Registrable Shares
under such other securities or blue sky laws of such jurisdictions as the
holders of the Registrable Shares reasonably request and do any and all other
acts and things which may be reasonably necessary or advisable to enable such
holders to consummate the disposition in such jurisdictions of such holders'
Registrable Shares; provided, however, that the Corporation will not be required
to qualify generally to do business, subject itself to general taxation or
consent to general service of process in any jurisdiction where it would not
otherwise be required to do so but for this paragraph (e);

         (f) furnish to the holders of such Registrable Shares such number of
copies of a summary prospectus, if any, or other prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as such holders may reasonably request in order to
facilitate the public sale or other disposition of such Registrable Shares;

         (g) without limiting subsection (e) above, use its best efforts to
cause such Registrable Shares to be registered with or approved by such other
governmental agencies or authorities of the United States as may be necessary by
virtue of the business and operations of the Corporation to enable the holders
of such Registrable Shares to consummate the disposition of such Registrable
Shares;

         (h) notify the holders of such Registrable Shares on a timely basis at
any time when a prospectus relating to such Registrable Shares is required to be
delivered under the Securities Act within the appropriate period mentioned in
subparagraph (a) of this Section 6, of the happening of any event as a result of
which the prospectus included in such Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing and, at the request
of such holders, prepare and furnish to such holders a reasonable number of
copies of a supplement to or an amendment of such prospectus as may be necessary
so that, as thereafter delivered to the offerees of such shares, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;

         (i) make available upon reasonable notice and during normal business
hours, for inspection by any underwriter participating in any disposition
pursuant to such Registration Statement and any attorney, accountant or other
agent retained by the underwriter (the "Inspectors"), all pertinent financial
and other records, pertinent corporate documents and properties of the
Corporation (collectively, the "Records"), as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the
Corporation's officers, directors and employees to supply all information
(together with the Records, the "Information") reasonably requested by any such
Inspector in connection with such Registration Statement. Any of the Information
which the Corporation determines in good faith to be confidential, and of which
determination the Inspectors are so notified, shall not be disclosed by the
Inspectors unless (i) the disclosure of such Information is necessary to avoid
or correct a misstatement or omission in the registration statement, (ii) the
release of such Information is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction or (iii) such Information has been

                                       7
<PAGE>

made generally available to the public, and the Investors agree that they will,
upon learning that disclosure of such Information is sought in a court of
competent jurisdiction, give notice to the Corporation and allow the
Corporation, at the Corporation's expense, to undertake appropriate action to
prevent disclosure of the Information deemed confidential;

         (j) if required by the underwriters, use commercially reasonable
efforts to obtain from its independent certified public accountants "cold
comfort" letters in customary form and at customary times and covering matters
of the type customarily covered by cold comfort letters;

         (k) if required by the underwriters, use commercially reasonable
efforts to obtain from its counsel an opinion or opinions in customary form;

         (l) provide a transfer agent and registrar (which may be the same
entity and which may be the Corporation) for such Registrable Shares;

         (m) issue to any underwriter to which the holders of such Registrable
Shares may sell shares in such offering certificates evidencing such Registrable
Shares;

         (n) use commercially reasonable efforts to qualify such Registrable
Shares for listing on the Nasdaq Stock Market or such other national securities
exchange on which the Corporation shall from time to time list its securities;

         (o) otherwise use commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission; and

         (p) subject to all the other provisions of this Agreement, use
commercially reasonable efforts to take all other commercially reasonable steps
necessary to effect the registration of such Registrable Shares contemplated
hereby.

                  Each holder of the Registrable Shares upon receipt of any
notice from the Corporation of any event of the kind described in Section 6(h)
hereof, shall forthwith discontinue disposition of the Registrable Shares
pursuant to the registration statement covering such Registrable Shares until
such holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 6(h) hereof, and, if so directed by the Corporation,
such holder shall deliver to the Corporation all copies, other than permanent
file copies then in such holder's possession, of the prospectus covering such
Registrable Shares at the time of receipt of such notice.

Section 7.        Expenses.

                  All expenses incurred by the Corporation in complying with
Section 6, including, without limitation, all registration and filing fees
(including all expenses incident to filing with the National Association of
Securities Dealers, Inc.), fees and expenses of complying with securities and
blue sky laws, printing expenses, fees and expenses of the Corporation's counsel
and accountants and reasonable fees and expenses of Counsel (which fees and
expenses of Counsel shall not exceed $20,000) shall be paid by the Corporation.

                                       8
<PAGE>

Section 8.        Indemnification.

         (a) In connection with any registration of any Registrable Shares under
the Securities Act pursuant to this Agreement, the Corporation shall indemnify
and hold harmless the holders of Registrable Shares, each underwriter, broker or
any other Person acting on behalf of the holders of Registrable Shares, and each
other Person, if any, who controls any of the foregoing Persons within the
meaning of the Securities Act against any losses, claims, damages or
liabilities, joint or several (or actions in respect thereof), to which any of
the foregoing Persons may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or allegedly untrue
statement of a material fact contained in the registration statement under which
such Registrable Shares were registered under the Securities Act, any
preliminary prospectus or final prospectus contained therein or otherwise filed
with the Commission, any amendment or supplement thereto or any document
incident to registration or qualification of any Registrable Shares, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading or, with respect to any prospectus, necessary to make the
statements therein in light of the circumstances under which they were made not
misleading, or any violation by the Corporation of the Securities Act or state
securities or blue sky laws applicable to the Corporation and relating to action
or inaction required of the Corporation in connection with such registration or
qualification under such state securities or blue sky laws; and shall reimburse
the holders of Registrable Shares, such underwriter, such broker or such other
Person acting on behalf of the holders of Registrable Shares and each such
controlling Person for any legal or other expenses reasonably incurred by any of
them in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Corporation shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or
action (including any legal or other expenses incurred) arises out of or is
based upon an untrue statement or allegedly untrue statement or omission or
alleged omission made in said registration statement, preliminary prospectus,
final prospectus, amendment, supplement or document incident to registration or
qualification of any Registrable Shares in reliance upon and in conformity with
written information furnished to the Corporation by the holders of Registrable
Shares or their counsel or underwriter specifically for use in the preparation
thereof; provided further, however, that the foregoing indemnity agreement is
subject to the condition that, insofar as it relates to any untrue statement,
allegedly untrue statement, omission or alleged omission made in any preliminary
prospectus but eliminated or remedied in the final prospectus (filed pursuant to
Rule 424 of the Securities Act), such indemnity agreement shall not inure to the
benefit of any Investor, underwriter, broker or other Person acting on behalf of
holders of the Restricted Shares, from whom the Person asserting any loss,
claim, damage, liability or expense purchased the Restricted Shares which are
the subject thereof, if a copy of such final prospectus had been made available
to such Person and such Investor, underwriter, broker or other Person acting on
behalf of holders of the Registrable Shares and such final prospectus was not
delivered to such Person with or prior to the written confirmation of the sale
of such Registrable Shares to such Person.

         (b) In connection with any registration of Registrable Shares under the
Securities Act pursuant to this Agreement, each holder of Registrable Shares
shall severally and not jointly indemnify and hold harmless (in the same manner
and to the same extent as set forth in the

                                       9
<PAGE>

preceding paragraph of this Section 8) the Corporation, each director of the
Corporation, each officer of the Corporation who shall sign such registration
statement, each underwriter, broker or other Person acting on behalf of the
holders of Registrable Shares and each Person who controls any of the foregoing
Persons within the meaning of the Securities Act with respect to any statement
or omission from such registration statement, any preliminary prospectus or
final prospectus contained therein or otherwise filed with the Commission, any
amendment or supplement thereto or any document incident to registration or
qualification of any Registrable Shares if such statement or omission was made
in reliance upon and in conformity with written information furnished to the
Corporation or such underwriter specifically for use in connection with the
preparation of such registration statement, preliminary prospectus, final
prospectus, amendment, supplement or document; provided, however, that the
maximum amount of liability in respect of such indemnification shall be limited,
in the case of each seller of Registrable Shares to an amount equal to the net
proceeds actually received by such seller from the sale of Registrable Shares
effected pursuant to such registration.

         (c) Promptly after receipt by an indemnified party of notice of the
commencement of any action involving a claim referred to in the preceding
paragraphs of this Section 8, such indemnified party will, if a claim in respect
thereof is made against an indemnifying party, give written notice to the latter
of the commencement of such action. The failure of any indemnified party to
notify an indemnifying party of any such action shall not (unless such failure
shall have a material adverse effect on the indemnifying party) relieve the
indemnifying party from any liability in respect of such action that it may have
to such indemnified party on account of this Section 8. In case any such action
is brought against an indemnified party, the indemnifying party will be entitled
to participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be responsible for any
legal or other expenses subsequently incurred by the indemnified party in
connection with the defense thereof; provided, however, that if any indemnified
party shall have reasonably concluded that there may be one or more legal or
equitable defenses available to such indemnified party which are additional to
or conflict with those available to the indemnifying party, or that such claim
or litigation involves or could have an effect upon matters beyond the scope of
the indemnity agreement provided in this Section 8, the indemnifying party shall
not have the right to assume the defense of such action on behalf of such
indemnified party (but shall have the right to participate therein with counsel
of its choice) and such indemnifying party shall reimburse such indemnified
party and any Person controlling such indemnified party for that portion of the
fees and expenses of any counsel retained by the indemnified party which is
reasonably related to the matters covered by the indemnity agreement provided in
this Section 8. If the indemnifying party is not entitled to, or elects not to,
assume the defense of a claim, it will not be obligated to pay the fees and
expenses of more than one counsel with respect to such claim.

         (d) If the indemnification provided for in this Section 8 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, claim, damage, liability or action referred to herein, then
the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amounts paid or payable by such indemnified
party as a result of such loss, claim, damage, liability or action in such

                                       10
<PAGE>

proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions which resulted in such loss, claim, damage,
liability or action as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The parties agree that it would not be just and equitable if contribution
pursuant hereto were determined by pro rata allocation or by any other method or
allocation which does not take account of the equitable considerations referred
to herein. No Person guilty of fraudulent misrepresentation shall be entitled to
contribution from any Person.

Section 9.        Underwriting Agreement.

                  Notwithstanding the provisions of Sections 5, 6, 7 and 8, to
the extent that the Investors shall enter into an underwriting or similar
agreement, which agreement contains provisions covering one or more issues
addressed in such Sections, the provisions contained in such agreement
addressing such issue or issues shall control; provided, however, that any such
agreement to which the Corporation is not a party shall not be binding upon the
Corporation. No holder may participate in any underwritten registration
hereunder unless such holder (a) agrees to sell such holder's securities on the
basis provided in any underwriting arrangements and (b) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably and customarily required under the terms of such
underwriting arrangements.

Section 10.       Information.

                  Each Investor shall furnish to the Corporation such written
information regarding such Person and the distribution proposed by such Person
as the Corporation may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification or compliance
referred to in this Agreement.

Section 11.       Exchange Act Compliance.

                  The Corporation shall use commercially reasonable efforts to
comply with all of the reporting requirements of the Exchange Act applicable to
it (whether or not it shall be required to do so) and to comply with all other
public information reporting requirements of the Commission which are conditions
to the availability of Rule 144 for the sale of the Common Stock. The
Corporation shall cooperate with the Investors supplying such information as may
be necessary for the Investors to complete and file any information reporting
forms presently or hereafter required by the Commission as a condition to the
availability of Rule 144.

Section 12.       No Conflict of Rights.

                  The Corporation shall not, after the date hereof, grant any
registration rights which conflict with or impair the registration rights
granted hereby.

                                       11
<PAGE>

Section 13.       Termination.

                  This Agreement shall terminate and be of no further force or
effect when there shall no longer be any Registrable Shares outstanding.

Section 14.       Successors and Assigns.

                  This Agreement shall bind and inure to the benefit of the
Corporation and the Investors and, subject to Section 15, the respective
successors and assigns of the Corporation and the Investors.

Section 15.       Assignment; Series A Preferred Representative.

         (a) Each Investor may assign its rights hereunder to (i) its limited
partners or any Affiliate of such Investor or (ii) any purchaser or transferee
from such Investor of Restricted Shares with the consent of the Corporation;
provided, however, that any such purchaser or transferee shall, as a condition
to the effectiveness of such assignment, be required to execute a counterpart to
this Agreement agreeing to be treated as an Investor, whereupon such purchaser
or transferee shall have the benefits of, and shall be subject to the
restrictions contained in, this Agreement as if such purchaser or transferee had
originally been a party hereto and was originally included in the definition of
an Investor herein.

         (b) A decision, act, consent or instruction of the Series A Preferred
Representative in respect of any action hereunder shall constitute a decision of
all holders of Registrable Shares and shall be final, binding and conclusive
upon each such holder of Registrable Shares and the Corporation may rely upon
any decision, act consent or instruction of the Series A Preferred
Representative hereunder as being the decision, act, consent or instruction of
each and every such holder of Registrable Shares. Notice delivered to the Series
A Preferred Representative shall for all purposes constitute notice of all
holders of Registrable Shares. The foregoing shall be binding upon all holders
of Registrable Shares and all transferees and assignees thereof.

Section 16.       Entire Agreement.

                  This Agreement and the other writings referred to herein or
therein or delivered pursuant hereto or thereto, contain the entire agreement
among the Investors and the Corporation with respect to the subject matter
hereof and supersede all prior and contemporaneous arrangements or
understandings with respect thereto, all of which are hereby automatically
terminated in their entirety and of no further force or effect, without any
action by the parties thereto.

Section 17.       Notices.

                  All notices, requests, consents and other communications
hereunder to any party shall be deemed to be sufficient if contained in a
written instrument delivered in person or sent by telecopy,
nationally-recognized overnight courier or first class registered or certified
mail, return receipt requested, postage prepaid, addressed to such party at the
address set forth below or such other address as may hereafter be designated in
writing by such party to the other parties:

                                       12
<PAGE>

                  (i) if to the Corporation, to:

                      Exchange Applications, Inc.
                      89 South Street
                      Boston, Massachusetts 02111
                      Attention:  Andrew Frawley
                      Telephone: (617) 737-2244
                      Telecopy:  (617) 443-9143


                  with a copy to:

                      Bingham Dana, LLP
                      399 Park Avenue
                      New York, NY 10022-4689
                      Attention: Neil W. Townsend
                      Telephone: (212) 318-7722
                      Telecopy: (212) 752-5378

                  (ii) if to the Investors, to:

                      InSight Capital Partners
                      527 Madison Avenue, 10th Floor
                      New York, N.Y. 10022
                      Attention:  Deven Parekh
                      Telephone:  (212) 230-9200
                      Telecopy:  (212) 230-9272

                  with a copy to:

                      O'Sullivan Graev & Karabell, LLP
                      30 Rockefeller Plaza
                      New York, New York  10112
                      Attention:    Ilan S. Nissan, Esq.
                      Telephone:  (212) 408-2400
                      Telecopy:  (212) 408-2420


All such notices, requests, consents and other communications shall be deemed to
have been delivered (a) in the case of personal delivery or delivery by
telecopy, on the date of such delivery, (b) in the case of dispatch by
nationally-recognized overnight courier, on the next Business Day following such
dispatch and (c) in the case of mailing, on the third Business Day after the
posting thereof.

                                       13
<PAGE>

Section 18.       Modifications; Amendments; Waivers.

                  The terms and provisions of this Agreement may not be modified
or amended, nor may any provision be waived, except pursuant to a writing signed
by the Corporation and the Investors.

Section 19.       Counterparts.

                  This Agreement may be executed in any number of counterparts,
and each such counterpart hereof shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one agreement.

Section 20.       Headings.

                  The headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be a
part of this Agreement.

Section 21.       Governing Law.

                  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed wholly therein.



















                                       14
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement on the date first written above.

                                  CORPORATION:
                                  ------------

                                  EXCHANGE APPLICATIONS, INC.


                                  By:  /s/ Andrew J. Frawley
                                       -----------------------
                                  Name: Andrew J. Frawley
                                  Title: Chief Executive Officer


                                  INVESTORS:
                                  ----------

                                  INSIGHT CAPITAL PARTNERS IV, L.P.

                                  By:  Insight Venture Associates IV, L.L.C.,
                                       its general partner


                                  By:   /s/ Deven Parekh
                                       -----------------------
                                        Name: Deven Parekh
                                        Title: Partner


                                  INSIGHT CAPITAL PARTNERS (CAYMAN) IV, L.P.

                                  By:  Insight Venture Associates IV, L.L.C.,
                                       its general partner


                                  By:   /s/ Deven Parekh
                                       -----------------------
                                        Name: Deven Parekh
                                        Title: Partner





                                       15
<PAGE>

                                  INSIGHT CAPITAL PARTNERS IV (FUND B), L.P.

                                  By:  Insight Venture Associates IV, L.L.C.,
                                       its general partner


                                  By:   /s/ Deven Parekh
                                       -----------------------
                                        Name: Deven Parekh
                                        Title: Partner


                                  INSIGHT CAPITAL PARTNERS IV (CO-INVESTORS),
                                  L.P.

                                  By:  Insight Venture Associates IV, L.L.C.,
                                       its general partner


                                  By:   /s/ Deven Parekh
                                       -----------------------
                                        Name: Deven Parekh
                                        Title: Partner














                                       16
<PAGE>

                                   SCHEDULE 1


                                    Investors
                                    ---------


InSight Capital Partners IV, L.P.
InSight Capital Partners (Cayman) IV, L.P.
InSight Capital Partners IV (Fund B), L.P.
InSight Capital Partners IV (Co-investors), L.P.

</TEXT>
</DOCUMENT>
