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                                                                   Exhibit 10.15

                              EMPLOYMENT AGREEMENT

                  THIS EMPLOYMENT  AGREEMENT (this  "Agreement") is entered into
as of October 5, 2000, between RATEXCHANGE  CORPORATION,  a Delaware corporation
(the "Company"), and D. Jonathan Merriman (the "Executive").

                  WHEREAS,  the  parties  desire to enter  into  this  Agreement
setting forth the terms and conditions for the  employment  relationship  of the
Executive with the Company.

                  NOW, THEREFORE, it is AGREED as follows:

                  1.  Employment.  The Executive is hereby employed as President
and Chief Executive  Officer of the Company for a period  commencing on the date
hereof and ending three years after the date hereof.  As Chief Executive Officer
and  President  of the  Company,  the  Executive  shall  handle  all  day to day
activities of the Company as  customarily  performed by persons  serving in such
capacities. He shall also perform such other duties as the Board of Directors of
the  Company may from time to time  direct.  The  Executive  agrees to serve the
Company  faithfully  and to the best of his ability and to devote his full time,
attention,  and efforts to the  business  and affairs of the Company  during the
term of his  employment.  The  Executive  hereby  confirms  that he is  under no
contractua1  commitments  inconsistent  with his  obligations  set forth in this
Agreement. The Executive shall be entitled without prior written consent to hold
positions  on the Board of  Directors  of entities  that do not compete with the
Company.  The Executive has, as of the date of this Agreement,  disclosed to the
Board of Directors of the Company the positions the Executive currently holds on
other Boards of Directors, and the Company has consented to such positions.

                 2. Location of Services. During the term of this Agreement, the
Executive shall be principally located at the offices of the Board, of Directors
of the Company located in the San Francisco, California metropolitan area.

                 3. Salary. The Company shall pay the Executive an annual salary
equal to $300,000,  with such  increases as may be  determined by the Company in
its discretion  ("Base  Salary").  The Base Salary of the Executive shall not be
decreased at any time during the term of this  Agreement from the amount then in
effect  unless the  Executive  otherwise  agrees in  writing.  Participation  in
deferred  compensation,  discretionary  bonus,  retirement,  and other  employee
benefit plans and in fringe benefits shall not reduce the Base Salary.  The Base
Salary shall be payable to the Executive not less frequently than monthly.


<PAGE>


                            4. Bonuses.  The Executive  shall receive a bonus of
          $200,000 in connection with the signing of this Agreement.  This bonus
          shall be payable on the first business day in January, 2001. The Board
          of Directors may, in its sole discretion,  award additional bonuses to
          the Executive based upon achievement of Company objectives.

                            5.  Participation in the Executive Benefit Plans. In
          addition to the benefits noted below,  the Executive shall be entitled
          to participate,  on the same basis as other executive employees of the
          Company,  in  any  stock  option,  stock  purchase,  pension,  thrift,
          profit-sharing,  group life insurance, medical coverage, education, or
          other  retirement or employee pension or welfare plan or benefits that
          the Company has adopted or may adopt for the benefit of its employees.
          The Executive shall be entitled to participate in any fringe benefits,
          which  are  now or  may  be or  become  applicable  to  the  Company's
          executive employees generally.

                            The Executive  shall  promptly be reimbursed for all
          reasonable expenses which he may incur in connection with his services
          hereunder  in  accordance  with  the  Company's  normal  reimbursement
          policies as established from time to time.

                            6.  Stock Options.

                                    (a)     Subject to approval by the Company's
       Board of Directors,  in  consideration  of the Executive's  acceptance of
       employment hereunder,  the Executive shall be granted options to purchase
       an aggregate of 2,000,000 shares of the Company's common stock, par value
       $.000l per share  ("Common  Stock"),  at an exercise price to be equal to
       the closing  price of the Common  Stock as listed on The  American  Stock
       Exchange LLC on the date such options are granted, and on terms to be set
       forth in one of the Company's standard forms of stock option agreement to
       be entered  into  between the Company and the  Executive.  These  options
       shall be granted as soon as  possible  after the date of this  Agreement.
       The vesting of such options shall be as follows:

                                    (A)  options  to  purchase   500,000  shares
                                         shall  vest  as of  the  date  of  this
                                         Agreement.

                                    (B)  options  to  purchase   500,000  shares
                                         shall vest on January 1, 2005,  subject
                                         to  acceleration  to  vest  immediately
                                         upon the  completion of a financing for
                                         $15  million and  further  subject,  in
                                         either case, to continued employment as
                                         of such date.


                                        2
<PAGE>

                                    (C)  options  to  purchase   250,000  shares
                                         shall vest on the first  anniversary of
                                         this  Agreement,  subject to  continued
                                         employment as of such date.

                                    (D)  options  to  purchase   250,000  shares
                                         shall vest on the second anniversary of
                                         this  Agreement,  subject to  continued
                                         employment as of such date.

                                    (E)  options  to  purchase   250,000  shares
                                         shall vest on January 1, 2007,  subject
                                         to  acceleration  to  vest  immediately
                                         following the first quarter of positive
                                         earnings   before   interest,    taxes,
                                         depreciation   and   amortization   (as
                                         determined in accordance with generally
                                         accepted  accounting  principles) after
                                         January  2001 and further  subject,  in
                                         either case, to continued employment as
                                         of such date.

                                    (F)  options  to  purchase   250,000  shares
                                         shall vest on January 1, 2006,  subject
                                         to  acceleration  to  vest  immediately
                                         after the  Common  Stock has  traded on
                                         The  American  Stock  Exchange LLC at a
                                         price  of $7.00  per  share or more for
                                         thirty (30)  consecutive  trading  days
                                         and further subject, in either case, to
                                         continued employment as of such date.

                               (b)  Each of the options  will have a term of ten
       years from the date of grant. To the extent eligible, the options will be
       issued as incentive  stock options  within the meaning and subject to the
       limitations of Section 422 of the Internal Revenue Code.

                            7.  Sale of the Company.

                               (a)  During  the  term of this  Agreement  or the
       Severance  Period  (as  defined  below),  upon  (i)  a  sale  of  all  or
       substantially  all of the  assets  of the  Company,  (ii) a merger of the
       Company with another entity where the Company is not the surviving entity
       or where the stockholders of the Company  immediately prior to the merger
       own less than  fifty  percent  (50%) of the voting  stock of the  Company
       following the merger, or (iii) a change in the membership of the Board of
       Directors such that  individuals  who, as of the date hereof,  constitute
       the Board of Directors  (the  "Incumbent  Board") cease for any reason to
       constitute  at least a  majority  of the  Board of  Directors;  provided,
       however,  that any individual  becoming a director subsequent to the date
       hereof  whose  election,  or  nomination  for  election by the  Company's
       shareholders,  was  approved  by a vote  of at  least a  majority  of the
       directors then comprising the


                                        3


<PAGE>


       Incumbent  Board  shall be  considered  as though the  individual  were a
       member of the Incumbent  Board,  but  excluding,  for this  purpose,  any
       individual  whose  initial  assumption of office occurs as a result of an
       actual or  threatened  election  contest  with respect to the election or
       removal  of  directors  or other  actual or  threatened  solicitation  of
       proxies or consents by or on behalf of a person other than the  Company's
       Board of Directors,  the  Executive  shall  receive  $1,000,000  from the
       Company  and  all of the  Executive's  options  that  have  been  granted
       pursuant to the terms set forth in this Agreement shall vest immediately.

                               (b)  Notwithstanding  any other provision of this
       Agreement  or  of  any  other  agreement,   contract,   or  understanding
       heretofore or hereafter  entered into by the Executive  with the Company,
       except an agreement,  contract,  or understanding  hereafter entered into
       that  expressly  modifies or excludes  application  of this paragraph (an
       "Other Agreement"), and notwithstanding any formal or informal employment
       agreement or other  arrangement  for the direct or indirect  provision of
       compensation   to  the   Executive   (including   groups  or  classes  of
       participants  or  beneficiaries  of which  the  Executive  is a  member),
       whether or not such  compensation  is deferred,  is in cash, or is in the
       form of a benefit to or for the Executive (a "Benefit  Arrangement"),  if
       the  Executive  is a  "disqualified  individual,"  as  defined in Section
       280G(c) of the Internal  Revenue Code (the "Code"),  any right to receive
       any  payment  or other  benefit  under  this  Agreement  shall not become
       exercisable or vested or shall be forfeited to the extent that such right
       to exercise,  vesting, payment, or benefit, taking into account all other
       rights,  payments,  or  benefits  to or  for  the  Executive  under  this
       Agreement,  all Other  Agreements,  and all Benefit  Arrangements,  would
       cause any payment or benefit to the Executive  under this Agreement to be
       considered a "parachute payment" within the meaning of Section 280G(b)(2)
       of the Code as then in effect (a "Parachute Payment").  In the event that
       the receipt of any such right to exercise,  vesting,  payment, or benefit
       under this Agreement, in conjunction with all other rights,  payments, or
       benefits to or for the Executive under any Other Agreement or any Benefit
       Arrangement would cause the Executive to be considered to have received a
       Parachute Payment under this Agreement, then the Executive shall have the
       right, in the  Executive's  sole  discretion,  to designate those rights,
       payments, or benefits under this Agreement, any Other Agreements, and any
       Benefit  Arrangements that should be reduced or eliminated so as to avoid
       having the payment or benefit to the  Executive  under this  Agreement be
       deemed to be a Parachute Payment.

                            8.  Standards.   The  Executive  shall  perform  the
       Executive's   duties  and   responsibilities   under  this  Agreement  in
       accordance with such reasonable standards as may be established from time
       to time by the Board of Directors of the Company.  The  reasonableness of
       such standards shall be measured against


                                        4
<PAGE>

       standards for executive performance generally prevailing in the Company's
industry.

                            9.  Voluntary  Absences:  Vacations.  The  Executive
       shall be  entitled  to  annual  paid  vacation  of at least  three  weeks
       (fifteen  days) per year or such longer  period as the Board of Directors
       of the  Company  may  approve.  The  timing  of paid  vacations  shall be
       scheduled in a reasonable manner by the Executive.

                            10. Termination of Employment.

                               (a) The Executive may terminate his employment at
       any time after the 60-day  notice  period in Section 11 has elapsed.  The
       Board  of  Directors  of  the  Company  may  terminate  the   Executive's
       employment at any time, subject to payment of the compensation  described
       below.

                               (b) In the case of (i) any termination other than
       "termination  for cause" as defined below, or (ii) any termination by the
       Executive  for "Good  Reason"  as  defined  below,  the  Executive  shall
       continue to receive  for twelve  months,  commencing  on the date of such
       termination  (the "Severance  Period"),  his full Base Salary,  any bonus
       that has been earned but not paid before  termination of employment;  and
       all other benefits and  compensation  that the Executive  would have been
       entitled  to under  this  Agreement  in the  absence  of  termination  of
       employment  (collectively,  the "Severance Amount");  provided,  further,
       that all of  Executive's  options that have been granted  pursuant to the
       terms  set  forth in this  Agreement  shall  vest  immediately  upon such
       termination.

                               (c) The Executive  shall have no right to receive
       compensation  or other  benefits  from the Company  for any period  after
       termination  for cause by the  Company or  termination  by the  Executive
       other than termination with good reason, except for any vested retirement
       benefits  to which the  Executive  may be  entitled  under any  qualified
       employee  pension  plan  maintained  by  the  Company  and  any  deferred
       compensation to which the Executive may be entitled.

                               (d) The term  "termination  for cause' shall mean
       termination  by the  Company  because  of the  Executive's  (i)  fraud or
       material  misappropriation  with respect to the business or assets of the
       Company;  (ii)  persistent  refusal or failure  materially to perform his
       duties and  responsibilities  to the Company for a period of at least ten
       (10) days,  which continues  after the Executive  receives notice of such
       refusal or failure;  (iii)  conduct that  constitutes  disloyalty  to the
       Company  and  which   materially   harms  the  Company  or  conduct  that
       constitutes  breach of fiduciary duty  involving  personal  profit;  (iv)
       conviction, or the entry of a plea of guilty or nolo


                                        5
<PAGE>


       contendere by the Executive,  of a felony or crime, or willful  violation
       of any law, rule, or regulation,  involving moral turpitude;  (v) the use
       of drugs or alcohol  which  interferes  materially  with the  Executive's
       performance  of his duties;  or (vi) material  breach of any provision of
       this Agreement.

                               (e) The term  resignation for "Good Reason" shall
       mean that  Executive's  resignation  occurs within three months of one of
       the following  events:  (i) an involuntary  reduction of Executive's  job
       duties or  responsibilities;  (ii) the  Board  that  Executive  report to
       someone  other than the Board or the  Chairman  of the  Board;  (iii) any
       involuntary  reduction  of  Executive's  Base  Compensation;  or (iv) the
       issuance of a directive  requiring  Executive to relocate to a new office
       located more than 25 miles from his current office.

                               (f) The Executive's  employment  pursuant to this
       Agreement  shall terminate  automatically  prior to the expiration of the
       term  of  this  Agreement  in the  event  of  the  Executive's  death  or
       disability.  In the event the Executive's  employment terminates prior to
       the  expiration  of the  term  of  this  Agreement  due to his  death  or
       disability,   the  Executive   shall  not  be  entitled  to  any  further
       compensation under the provisions of this Agreement,  except for his base
       salary  earned  through the date of  termination,  and the portion of any
       bonus which previously had been approved by the Company but was unpaid as
       of the Executive's  death or disability.  The Executive (or, in the event
       of death,  the  Executive's  estate)  shall be  entitled  to such  unpaid
       portion of any approved  bonus only if the Executive  (or the  authorized
       representative of the Executive's  estate) signs a comprehensive  general
       release  of claims in a form  acceptable  to  Company.  Payments  of such
       approved but unpaid bonus shall not  commence  until after the  Executive
       (or the  authorized  representative  of his estate) signs such a release,
       and after any revocation  period  referenced in such release has expired.
       If the Executive (or the  authorized  representative  of his Estate) does
       not sign such a general release of claims,  the Executive (or his estate)
       shall not be entitled to receive any compensation under the provisions of
       this Agreement  except for the Executive's base salary earned through the
       date of death or disability.  In the case of disability, if the Executive
       violates any of the  provisions  of Sections 13 or 14 of this  Agreement,
       the Company's obligations to pay the unpaid portion of any approved Bonus
       to the Executive shall cease on the date of such violation.

                            11. Termination by the Executive.  The Executive may
       terminate his employment at any time during the term of this Agreement by
       giving  sixty (60) days'  prior  written  notice  thereof to the Board of
       Directors of the Company.  In the event of  termination  by the Executive
       under this  Section 11, the  Company may at its option  elect to have the
       Executive  cease to provide  services  immediately,  provided that during
       such 60-day notice period the Executive  shall be entitled to continue to
       receive his base salary.


                                        6
<PAGE>


                            12. Return of  Proprietary  Property.  The Executive
       agrees that all property in the Executive's possession that he obtains or
       is assigned in the course of his employment with the Company,  including,
       without limitation, all documents,  reports, manuals, memoranda, customer
       lists,  credit cards, keys, access cards, and all other property relating
       in any way to the business of the Company,  is the exclusive  property of
       the Company,  even if the  Executive  authored,  created,  or assisted in
       authoring or creating such  property.  The Executive  shall return to the
       Company all such property  immediately  upon termination of employment or
       at such earlier time as the Company may request.

                            13. Confidential Information. Except as permitted or
       directed by the Board of Directors  of the  Company,  during the time the
       Executive  is  employed  by the  Company or at any time  thereafter,  the
       Executive shall not divulge, furnish, or make accessible to anyone or use
       in any way (other  than in the  ordinary  course of the  business  of the
       Company)  any  confidential  or secret  information  or  knowledge of the
       Company,  whether  developed by himself or by others.  Such  confidential
       and/or secret information encompassed by this Section 13 includes, but is
       not limited to, the  Company's  customer  and  supplier  lists,  business
       plans, and financial, marketing, and personnel information. The Executive
       agrees to refrain from any acts or omissions  that would reduce the value
       of any  confidential  or secret  knowledge or information to the Company,
       both  during  his  employment   hereunder  and  at  any  time  after  the
       termination   of  his   employment.   The   Executive's   obligations  of
       confidentiality under this Section 13 shall not apply to any knowledge or
       information that is now published  publicly or that subsequently  becomes
       generally  publicly known, other than as a direct or indirect result of a
       breach of this Agreement by the Executive.

                            14. Patent and Related Matters.

                            (a) The  Executive  agrees to  promptly  disclose in
       writing to the Company  complete  information  concerning  each and every
       invention,  discovery,  improvement,  device, design, process, or product
       made,  developed,  perfected,  devised,  conceived,  or first  reduced to
       practice by the Executive, either solely or in collaboration with others,
       during the Executive's  term of employment by the Company,  or within six
       months  thereafter,  relating to the business,  products,  practices,  or
       techniques of the Company  (hereinafter  referred to as  "Developments").
       The Executive, to the extent that the Executive has the legal right to do
       so, hereby  acknowledges  that any and all of said  Developments  are the
       property of the  Company  and hereby  assigns and agrees to assign to the
       Company any and all of the Executive's right,  title, and interest in and
       to any and all of such Developments.

                            (b) The  provisions  of this  Section  14 shall  not
       apply to any Development meeting the following conditions:


                                        7
<PAGE>


                                    (i) such Development was developed  entirely
       on the Executive's own time; and

                                    (ii) such  Development  was made without the
       use of any  Company  equipment,  supplies,  facilities,  or trade  secret
       information;  and  such  Development  does  not  relate  at the  time  of
       conception  or  reduction  to  practice  to (i) to  the  business  of the
       Company,  or (ii) to the  Company's  actual or  demonstrably  anticipated
       research or development; and

                                    (iii) such  Development does not result from
       any work performed by the Executive for the Company.

                                    (c)  Upon   request  and   without   further
       compensation  therefor,  but at no expense to the Executive,  and whether
       during  the  term  of  the  Executive's  employment  by  the  Company  or
       thereafter,  the Executive  will do all lawful acts,  including,  but not
       limited to, the execution of papers and the giving of testimony,  that in
       the opinion of the Company, its successors,  or assigns, may be necessary
       or desirable in obtaining, sustaining, reissuing, extending, or enforcing
       Letters  Patent,  and  for  perfecting,   affirming,  and  recording  the
       Company's  complete  ownership  and  title  thereto,   and  to  cooperate
       otherwise in all proceedings and matters relating thereto.

                            15. Restrictive Covenants.

                                    (a) During the  employment  of the Executive
       under this  Agreement and for a period of one year after  termination  of
       such  employment,  the Executive shall not at any time (i) compete on his
       own behalf, or on behalf of any other person or entity,  with the Company
       or any of its affiliates within all territories in which the Company does
       business  with  respect  to the  business  of the  Company  or any of its
       affiliates  as such  business  shall be  conducted  on the date hereof or
       during the employment of the Executive under this Agreement; (ii) solicit
       or induce,  on his own behalf or on behalf of any other person or entity,
       any employee of the Company or any of its  affiliates to leave the employ
       of the Company or any of its affiliates;  or (iii) solicit or induce,  on
       his own behalf or on behalf of any other  person or entity,  any customer
       of the Company or any of its  affiliates  to reduce its business with the
       Company or any of its affiliates.

                                    (b)  The  Executive  shall  not at any  time
       during or subsequent to his employment by the Company,  on his own behalf
       or on behalf of any other  person or  entity,  disclose  any  proprietary
       information  of the Company or any of its  affiliates to any other person
       or entity  other  than on  behalf of the  Company  or in  conducting  its
       business,   and  the  Executive  shall  not  use  any  such   proprietary
       information  for his own  personal  advantage  or make  such  proprietary
       information available to others for use, unless such


                                        8
<PAGE>


       information  shall have come into the public  domain  other than  through
       unauthorized disclosure.

                                    (c) The  ownership  by the  Executive of not
       more than 5% of a corporation,  partnership or other enterprise shall not
       constitute a violation hereof.

                                    (d) If any  portion  of this  Section  15 is
       found  by  a  court  of   competent   jurisdiction   to  be   invalid  or
       unenforceable,  but  would be valid and  enforceable  if  modified,  this
       Section 15 shall  apply with such  modifications  necessary  to make this
       Section 15 valid and  enforceable.  Any  portion  of this  Section 15 not
       required to be so modified  shall remain in full force and effect and not
       be affected thereby. The Executive agrees that the Company shall have the
       right of specific  performance  in the event of a breach by the Executive
       of this Section 15.

                            16.  Assignment.  The rights and  obligations of the
       Company under this  Agreement  shall inure to the benefit of and shall be
       binding upon the successors and assigns of the Company. The Executive may
       not assign this  Agreement  or any rights  hereunder.  Any  purported  or
       attempted  assignment or transfer by the  Executive of this  Agreement or
       any of the Executive's duties, responsibilities, or obligations hereunder
       shall be void.

                            17.  Company  Remedies.  The Executive  acknowledges
       that  the  remedy  at law  for any  breach  of any of the  provisions  of
       Sections 12, 13 or 15 will be  inadequate,  and that the Company shall be
       entitled,  in addition to any remedy at law or in equity,  to preliminary
       and permanent injunctive relief and specific performance.

                            18. Other Contracts. The Executive shall not, during
       the term of this  Agreement,  have any other paid  employment  other than
       with a subsidiary of the Company,  except with the prior  approval of the
       Board of Directors.

                            19.  Notices.   All  notices,   requests,   demands,
       consents,  or other  communications  required  or  permitted  under  this
       Agreement shall be in writing and shall be deemed to have been duly given
       if delivered  by overnight  courier or express mail service or by postage
       prepaid  registered or certified  mail,  return  receipt  requested  (the
       return  receipt  constituting  prima  facie  evidence  the giving of such
       notice request, demand or other communication),  by personal delivery, or
       by fax with  confirmation  of  receipt  and a copy  mailed  with  postage
       prepaid,  to the following address or such other address of which a party
       may  subsequently  give  notice  to the other  party in  accord  with the
       provisions  of  this  Section.  Notice  is  effective  immediately  if by
       personal delivery or by fax with confirmation  received and a copy mailed
       the same day. Notice sent by overnight courier or by


                                        9

<PAGE>

       registered or certified  mail is effective the earlier of actual  receipt
       or the fifth  date after the date  mailed as  evidenced  by the  sender's
       certified or registered receipt.


           To the Company:            RateXchange Corporation
                                      185 Berry Street, Suite 3515
                                      San Francisco, CA 94107
                                      Attn:     Chairman


           To Employee:               D. Jonathan Merriman
                                      ---------------------

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



                            20.  Attorneys Fees.  Should any party hereto retain
       counsel for the purpose of enforcing,  or  preventing  the breach of, any
       provision  hereof  including,  but not limited to, the institution of any
       action or proceeding, whether by arbitration,  judicial or quasi-judicial
       action, or otherwise, to enforce any provision hereof, or for damages for
       any alleged breach of any provision  hereof, or for a declaration of such
       party's  rights or  obligations  hereunder,  then  whether  the matter is
       settled by negotiation, or by arbitration or judicial determination,  the
       prevailing  party shall be entitled to be  reimbursed by the losing party
       for all costs and expenses incurred thereby,  including,  but not limited
       to,  reasonable  attorney's  fees  for  the  services  rendered  to  such
       prevailing party.

                            22.  Amendments  or  Additions.   No  amendments  or
       additions to this Agreement shall be binding unless in writing and signed
       by all parties hereto.

                            23. Section  Headings.  The section headings used in
       this Agreement are included  solely for convenience and shall not affect,
       or be used in connection with, the interpretation of this Agreement.

                            24.  Severability.  The provisions of this Agreement
       shall be deemed severable and the invalidity or  unenforceability  of any
       provision  shall not affect the validity or  enforceability  of the other
       provisions hereof.

                            25.  Governing Law. This Agreement shall be governed
       by the laws of the State of Delaware  (other than the choice of law rules
       thereof).


                            (signature page follows)

                                       10

<PAGE>


                                                         RATEXCHANGE CORPORATION

                                                    By: /s/ Donald H. Sledge
                                                       -------------------------

                                                    Name:   Donald H. Sledge
                                                          ----------------------

                                                    Title: CHAIRMAN
                                                          ----------------------




                                                       /s/ D. Jonathan Merriman
                                                       -------------------------