EXCHANGE APPLICATIONS INC S-1

S-1

EXCHANGE APPLICATIONS, INC.

EX-1.1

FORM OF UNDERWRITING AGREEMENT

EX-3.1

FORM OF AMENDED & RESTATED CERT. OF INCORPORATION

EX-3.2

FORM OF AMENDED & RESTATED BY-LAWS

EX-10.2

1996 STOCK INCENTIVE PLAN

EX-10.3

FORM OF DIRECTORS' STOCK OPTION PLAN

EX-10.4

FORM OF EMPLOYEE STOCK PURCHASE PLAN

EX-10.5

401(K) PLAN

EX-10.6

EMPLOYMENT AGREEMENT, 11/15/96, ANDREW J. FRAWLEY

EX-10.7

RESTRICTED STOCK AGREEMENT W/ANDREW J. FRAWLEY

EX-10.8

CONSULTING AGREEMENT, 3/18/97, MARKETING GROUP,LLC

EX-10.9

SECURITIES PURCHASE AGREEMENT, 3/18/97

EX-10.10

SECURITIES PURCHASE AGREEMENT, 12/4/97

EX-10.11

STOCK PURCHASE & WAIVER AGREEMENT, 12/4/97

EX-10.12

PROMISSORRY NOTE, 12/4/97

EX-10.13

AMENDED & RESTATED STOCKHOLDERS AGREEMENT

EX-10.14

AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT

EX-10.15

LETTER AGREEMENT, 12/22/97

EX-10.16

STOCK PURCHASE AGREEMENT 6/25/98

EX-10.17

OFFICE LEASE FOR 89 SOUTH STREET, BOSTON, MA

EX-21.1

SUBSIDIARIES OF THE REGISTRANT

EX-23.1

CONSENT OF ARTHUR ANDERSEN LLP

EX-27.1

FINANCIAL DATA SCHEDULE

EX-27.2

FINANCIAL DATA SCHEDULE

EX-27.3

FINANCIAL DATA SCHEDULE