Exhibit 10.30


                                                                Master Agreement
                                                         Contract No. RE-2000-01

This Agreement (the  "Agreement"),  effective as of February 2, 2000, is between
RateXchange,  Inc.,  a  Delaware  corporation,  having  its  office at 185 Berry
Street,  Suite 3515,  San  Francisco,  California  94107,  ("RateXchange"),  and
Science Applications International Corporation ("SAIC"), a Delaware corporation,
having an office at 10260 Campus Point Drive, San Diego, California 92121.

I.       DESCRIPTION OF PROFESSIONAL SERVICES FOR TIME AND MATERIALS

     SAIC shall provide to RateXchange the  Professional  Services  ("Services")
described  Exhibit A. The  Services  shall be provided  subject to the Terms and
conditions which follow.

II.      CUSTOMER AND SAIC ADMINISTRATIVE CONTACTS

     Dave Mitchell                            Barry L. Elliott
     Network Consultant                       Senior Contracts Representative
     RateXchange                              Science Applications International
     185 Barry Street, Suite 3515             Corporation
     San Francisco, California 94107          M/S E-3-Z
                                              San Diego, California 92121

     Tel. No. (415) 371-9808                  Tel. No. (858) 826-5554
     Fax No. (415) 371-9801                   Fax No. (858) 826-5640


In consideration of the mutual  obligations  assumed under this Agreement,  SAIC
and  RateXchange   agree  to  the  Terms  of  Conditions   attached  hereto  and
incorporated  by reference and represent that this Agreement is executed by duly
authorized representatives as of the dates below.

AGREED BY:

RATEXCHANGE, INC.                SCIENCE APPLICATIONS INTERNATIONAL

                                          CORPORATION

By:               /s/ Paul Wescott        By:     /s/ Edward J. Bennett
------------------------------------  ------------------------------------------
Name:             Paul Wescott            Name:   Edward J. Bennett
------------------------------------  ------------------------------------------
Title:            EVP/COO                 Title:  Deputy Group Contracts Manager
------------------------------------  ------------------------------------------
Date:             3-10-00                 Date:   3-13-00
------------------------------------  ------------------------------------------


<PAGE>

                              TERMS AND CONDITIONS

1.       Services

         (a) SAIC will perform the Services  described in the Statement of Work,
set forth in Exhibit A.

         (b) The Services  will be performed  on a "time and  materials"  basis.
SAIC will use  reasonable  efforts to accomplish  the Services  within the total
estimated price,  which is set forth in Exhibit B. The amounts stated in Exhibit
B are estimates only.

         (c) RateXchange shall have no obligation to make any payment to SAIC in
excess of the total  estimated  price,  and SAIC  shall  have no  obligation  to
continue to perform work beyond the total estimated price,  even if the Services
have not been completed. The parties may; by mutual written agreement, increases
the total estimated price.

         (d) SAIC may take the following actions, in its reasonable  discretion,
so long as SAIC does not exceed the total estimated price:

               (i) Use  fewer  hours of one  labor  category  and more  hours of
another labor category or categories, and

               (ii) vary the  expenditures  between the estimated  labor amounts
and the other direct cost  expenditures  (for  example,  use more labor and less
travel).

2.       Place of Performance

         Unless  otherwise  provided in this  Agreement,  the Services  shall be
performed  primarily at SAIC's place of business or such other place as shall be
mutually agreed by the parties.

3.       Effective Date: Term

         This  Agreement  shall be effective as of the date first above  written
(the  "Effective  Date"),  and shall continue in full force and effect until the
Services have been completed, the total estimated price has been reached, or the
Agreement has been terminated in accordance with Paragraph 10 hereof.



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<PAGE>


4        Payment Terms

         (a) The  amount  to be paid to SAIC  for  labor  shall be  computed  by
multiplying  the  applicable  hourly  billing rate set forth in Exhibit B by the
number of direct hours  performed.  Fractional parts of an hour shall be payable
on a prorated  basis.  The labor hour billing rates set forth in Exhibit B shall
be  effective  through  December  31,  2000,  at which time such rates  shall be
subject to renegotiations.

         (b)  RateXchange  shall  reimburse  SAIC  for all  materials  purchased
exclusively  for use in performing  the Services,  as well as for all reasonable
travel expenses and miscellaneous  out-of-pocket expenses incurred in connection
with   performing  the  Services.   These  expenses  shall  be  subject  to  the
administrative and overhead charges provided in Exhibit B.

         (c) SAIC shall provide an Invoice to RateXchange every four weeks or as
set forth in Exhibit B for  Services  performed  and  expenses  incurred by SAIC
pursuant to this Agreement.  Invoiced amounts are immediately due and payable by
either electronic funds transfer (EFT) or by mail to the following location(s):

       If  RateXchange  chooses  to use  EFT  capabilities;  use  the  following
address:

       Science Applications International Corporation
       Bank of America San Francisco
           Account No. 14520-00006
           ABA No. 12100358
           Telegraphic Abbreviation:  BNKAMER
           Reference:  Project Number(s) and Invoice Number(s)


       If  RateXchange  chooses not to use EFT  capabilities,  use the following
address:

       Science Applications International Corporation
       Drawer CS 198347
       Atlanta, GA  30384-8347
       Reference:  Project Number(s) and Invoice Number(s)


         (d) If  RateXchange  fails to pay the total of such  invoiced  fees and
costs within thirty (30) days of such invoice,  interest  compounded at the rate
of one  percent  (1%) per month  shall be  charged  on all  amounts  unpaid  and
outstanding.  If  RateXchange  falls  to make  any  payment  to SAIC as and when
required  hereunder,  SAIC have the right,  in addition to its other  rights and
remedies, to cease further performance of the Services hereunder.


                                        3
<PAGE>


5.       Resources to be Provided by RateXchange

       RateXchange  shall  provide,  maintain  and make  available  to SAIC,  at
RateXchange's expense and in a timely manner, the following resources,  and such
other additional resources,  as SAIC may from time to time reasonably request in
connection with SAIC's performance of the Services:

         (a)  Qualified  RateXchange  personnel or  representatives  who will be
designated by  RateXchange to consult with SAIC on a regular basis in connection
with the Services,  as well as documentation or other  information  necessary to
perform the Services.

         (b) Access to RateXchange's premises and appropriate workspace for SAIC
personnel  at  RateXchange's  premises as  necessary  for  performance  of those
portions of the Services to be performed at RateXchange's premises.

6.       Confidentiality

       The  provisions of that certain  Confidentiality  Agreement,  dated as of
February 2, 2000,  between SAIC and  RateXchange  (the "NDA") shall apply to the
exchange of Confidential information pursuant to this Agreement except that, for
purposes of integrating the terms of the NDA into this  Agreement,  Section 3 of
the NDA shall be deleted in its entirety, and replaced with the following:

                         3. As used herein, "Confidential Information" means all
                information and material concerning a Party, its affiliates, and
                subsidiaries,  which is proprietary to such Party,  which (i) is
                marked   or   otherwise    identified   as   "confidential"   or
                "proprietary,"  (ii) is  disclosed  to or  obtained by the other
                Party,  and  (iii)  relates  to  the  disclosing  Party's  past,
                present,   or  future   research,   development,   or   business
                activities.   Confidential  Information  includes,  but  is  not
                limited to, all of the following  types of  information or other
                information   of   a   similar   nature:   designs,    drawings,
                specifications,  techniques,  models,  data,  maskworks,  source
                code,  object  code,   documentation,   diagrams,  flow  charts,
                research, development,  processes,  procedures,  "know-how," new
                product  or  new  technology  information,  produce  prototypes,
                product  copies,   manufacturing,   development,   or  marketing
                techniques and material,  development  or marketing  timetables,
                strategies,   and  development  plans,  including  trade  names,
                trademarks,  customer,  supplier,  or  personal  names and other
                information  related  to  customers,  suppliers,  or  personnel,
                pricing  policies,  and  financial  information,  whether or not
                reduced to writing or other  tangible  form, and any other trade
                secrets  or   nonpublic   business   information.   Confidential
                Information also includes any information  described above which
                a Party receives from the other Party which the disclosing Party
                treats a proprietary or designates as Confidential  Information,
                whether or not owned or developed by the Disclosing Party.


                                        4

<PAGE>


7.     Intellectual Property

         (a) RateXchange and SAIC shall each retain ownership of, and all right,
title  and  interest  in and to,  their  respective,  pre-existing  intellectual
property (IP), and no license therein, whether express or implied, is granted by
this Agreement or as a result of the Services performed hereunder. To the extent
the parties wish to grant to the other rights or interests in  pre-existing  IP,
separate license agreements on mutually acceptable terms will be executed.

         (b)  RateXchange  shall take title to and ownership of all  deliverable
items listed in Exhibit A. However,  SAIC shall retain in such deliverable items
a non-exclusive, royalty-free, paid up, worldwide, perpetual license (with right
to  sublicense),  for any and all  purposes;  provided  that, to the extent such
deliverable item  incorporates  the  confidential or proprietary  information of
RateXchange, SAIC shall be bound by the confidentiality obligations set forth in
Paragraph 6 above.  The Services  performed and any  deliverable  items produced
pursuant to this Agreement are not "works for hire."

         (c) Except as provided in Paragraph 7(b) above, any invention  (whether
patentable  or  not),  work  of  authorship,  or  other  IP  created  by SAIC in
connection  with  performing the Services  hereunder shall be owned by SAIC, and
all right,  title and interest  therein shall be retained by SAIC. To the extent
such non-  deliverable  IP is  needed  for the  proper  use and  enjoyment  of a
deliverable item, SAIC grants to RateXchange a non-exclusive,  non-transferable,
perpetual,  royalty-free license to use such non-deliverable IP for its internal
business purposes only.

         (d) SAIC may use any general  know-how,  techniques,  ideas,  concepts,
algorithms,  or other knowledge  acquired or developed during the performance of
this  Agreement on behalf of itself and its future  customers.  SAIC may perform
the  same  or  similar  services  for  others,  provided  that  any  RateXchange
Confidential Information is treated in accordance with Paragraph 6 above. In the
event that SAIC is  requested  to perform  similar  services  for any  customer,
developing,  operating,  or participating in an online exchange or substantially
similar  business (a  "Competitor"),  SAIC,  prior to performing any substantive
work for such  Competitor,  shall promptly notify  RateXchange of the request in
writing (the  "Competitor  Notice").  The  Competitor  Notice shall describe the
general  nature of the  Competitor's  business and the type of services SAIC has
been  requested  to  perform  for it in  sufficient  detail for  RateXchange  to
determine whether any of its Confidential Information is a risk of disclosure in
connection  with the  proposed  engagement.  Prior to  performing  the  services
requested  by  a  competitor,   SAIC  shall  (i)  obtain  RateXchange's  written
confirmation that it has received the Competitor  Notice,  (ii) hold an internal
briefing  of the SAIC team to be  assigned  to the  Competitor's  engagement  to
restate the confidentiality and


                                       5
<PAGE>


proprietary aspects of the RateXchange solution,  and (iii) establish procedures
that segregate and prevent disclosure of RateXchange  Confidential  Information.
Notwithstanding  anything  to the  contrary  elsewhere  in this  Agreement,  the
notification  obligations  created  by  this  Section  7(d)  shall  survive  the
termination  of  this  Agreement  for  a  term   concurrent  with  the  term  of
Confidentiality Agreement referenced in Section 6.

8.     Taxes

       RateXchange shall be solely responsible for the collection and payment of
any and all sales, use, value added, excise, import,  privilege or other similar
taxes or payments in lieu thereof,  including  interest and  penalties  thereon,
imposed by any authority, government or governmental agency arising out of or in
connection with the performance of the Services by SAIC (other that those levied
on SAIC's income),  and RateXchange  shall make such  withholdings and payments,
and timely  file any return or  information  required  by treaty,  law,  rule or
regulation.

9.     Personnel

       Personnel  will at all  times be  considered  employees  or agents of the
party  providing  such  personnel  and will not for any  purpose  be  considered
employees  or  agents  of  the  other  party.   Each  party  shall  assume  full
responsibility  for the actions or inactions of the  personnel it provides,  and
shall be solely responsible for the supervision,  direction,  control, salaries,
workers' compensation  coverage,  disability and other insurance,  benefits, and
all other obligations required by law relating to its personnel.

10.    Termination

       Either party may terminate  this  Agreement for any reason upon 180 days'
prior written notice to the other party.  Termination  under this paragraph will
not affect  payment  obligations  incurred  under this  Agreement  for  Services
performed  prior  to the  effective  date of  termination,  and  for  any  costs
incurred,  including  without  limitation  commitments  to purchase  products or
services  from third  parties  which were  entered into by SAIC in the course of
performance  hereunder  prior to the  effective  date of  termination;  provided
however,  (i) SAIC shall use its best efforts to eliminate and reduce such costs
and (ii) such  purchases  shall not be used by SAIC for any other purpose or for
other customers.  Such reimbursable  costs may include,  but are not limited to,
cancellation fees,  minimum consulting fees, and non-refundable  charges or fees
for third party products or services.

11.    Effect of Termination

       Upon  termination of this Agreement,  each party shall promptly return to
the other any and all personal  property  and  Confidential  Information  of the
other held by such party.


                                        6
<PAGE>


12.    Warranties

         (a) SAIC warrants that the Services provided under this Agreement shall
be  performed  with that  degree of skill and  judgment  normally  exercised  by
recognized  professional firms performing  services of the same or substantially
similar nature.  The exclusive  remedy for any breach of the foregoing  warranty
shall be that SAIC, at its own expense,  and in response to written  notice of a
warranty  claim by RateXchange  within 90 days after customer  acceptance of the
Services at issue,  shall, at its own option,  either (1) re-perform the Service
to conform to this standard within reasonable time; or (2) refund to RateXchange
amounts paid for non-conforming Services.

         (b) SAIC specifically disclaims any other express or implied standards,
guarantees,  or  warranties,  including  any  warranties of  merchantability  or
fitness for a particular purpose, or any warranties that may be alleged to arise
as a result  of  custom  or  usage.  Notwithstanding  anything  to the  contrary
contained in this  Agreement  SAIC  disclaims any warranty,  responsibility,  or
liability  for the "Year 2000"  compliance  or  functionality  of  RateXchange's
hardware, software, firmware, or computer systems.

         (c)  RateXchange  represents and warrants to SAIC that it has the right
to use, disclose and disseminate the information,  specifications  and data that
it has  provided  or will  provide  to SAIC in  order  for SAIC to  perform  the
Services  and to create  the  deliverables,  if any,  identified  in  Exhibit A.
RateXchange  further represents and warrants that, to the best of its knowledge,
possession and use of that  information,  specifications  and data by SAIC under
the terms and conditions of this  Agreement will not constitute an  infringement
upon any patent,  copyright,  trade secret, or other intellectual property right
of any third party.

         (d) SAIC  represents  and warrants  that, to the best of its knowledge,
its  Services and the  provisioning  of such  Services  will not  constitute  an
infringement upon any patent,  copyright,  trade secret,  or other  intellectual
property of any third party.

13.    Limitation of Liability

         (a) SAIC's total liability to RateXchange for any and all  liabilities,
claims or damages arising out of or relating to this Agreement, howsoever caused
and  regardless of the legal theory  asserted,  including  breach of contract or
warranty, tort, strict liability,  statutory liability or otherwise,  shall not,
in the aggregate, exceed the amount actually paid to SAIC under this Agreement.

         (b) In no event shall either SAIC or RateXchange be liable to the other
for any special,  indirect,  incidental or consequential damages (including, but
not  limited to,  lost  profits,  lost  business  opportunities,  loss of use or
equipment  down  time,  and loss of or  corruption  to date)  arising  out of or
relating to this


                                        7
<PAGE>


Agreement,  regardless  of the legal theory under which such damages are sought,
and even if the parties have been advised of the  possibility of such damages or
loss.

         (c) Any claim by RateXchange  against SAIC relating to this  Agreement,
other that in warranty, must be made in writing and presented to SAIC within one
year after the  earlier  of: (1) the date on which the  RateXchange  accepts the
deliverable(s) at issue; or (2) the date on which SAIC completes  performance of
the Services specified in this Agreement.

14.    Non-Waiver of Rights

       The failure of either party to insist upon  performance  of any provision
of this Agreement,  or to exercise any right,  remedy or option provided herein,
shall neither be construed as a waiver of the right to assert any of the same or
to rely on any such terms or conditions at any time  thereafter,  nor in any way
affect the validity of this Agreement.


                                       8
<PAGE>


15.    Severability

       If  any  covenant,  condition,  term,  or  provision  contained  in  this
Agreement is held or finally determined to be invalid, illegal, or unenforceable
in any  respect,  in  whole or in  part,  such  covenant,  condition,  term,  or
provision  shall be severed from this  Agreement,  and the remaining  covenants,
conditions,  terms and provisions  contained  herein shall continue in force and
effect, and shall in no way be affected, prejudiced to disturbed thereby.

16.    Conflicting Provisions

       This Agreement and all of the exhibits, schedules, and documents attached
hereto are intended to be read and construed in harmony with each other,  but in
the event any provision in any  attachment  conflicts with any provision of this
Agreement,  then this Agreement shall be deemed to control, and such conflicting
provision  shall be deemed  removed and replaced  with the  governing  provision
herein.

17.    Assignment

       Neither party may sell, assign,  transfer, or otherwise convey any of its
rights or  delegate  any of its duties  under this  Agreement  without the prior
written  consent  of the other  party,  which  consent  may not be  unreasonably
withheld.  Notwithstanding  the  foregoing,  SAIC may without  violation of this
paragraph  engage  the  services  of  independent  contractors  to assist in the
performance of its duties hereunder.

18.    Applicable Law

       This Agreement  shall be governed by and construed  under the laws of the
Commonwealth  of Virginia,  without  regard to its laws  relating to conflict or
choice of laws. Venue to be selected by the defending party.

19.    Interpretation

       The  captions  and  headings  used in this  Agreement  are solely for the
convenience  of the parties,  and the text of the Agreement  shall govern in the
event  of any  conflict  or  ambiguity.  or  doubtful  interpretation  shall  be
construed against the drafter.


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<PAGE>


20.    Disputes

       RateXchange  and SAIC agree to first enter into  negotiations  to resolve
any controversy,  claim or dispute ("dispute") arising under or relating to this
Agreement.  The  parties  agree to  negotiate  in good faith to reach a mutually
agreeable resolution of such dispute within a reasonable period of time. If good
faith  negotiations are unsuccessful,  RateXchange and SAIC agree to resolve the
dispute by binding  and final  arbitration  in  accordance  with the  Commercial
Arbitration Rules of the American  Arbitration  Association then in effect.  The
arbitration  shall take place in the County of San Diego,  State of  California.
The  arbitrator(s)  shall be bound to follow the provisions of this Agreement in
resolving the dispute,  and may not award punitive damages.  The decision of the
arbitrator(s)  shall be final and binding on the  parties,  and any award of the
arbitrator(s) may be entered or enforced in any court of competent jurisdiction.

21.      Force Majeure

       Neither party shall be liable for any failure of or delay in  performance
of its  obligations  under this Agreement to the extent such failure or delay is
due  to  circumstances  beyond  its  reasonable  control,   including,   without
limitation,  acts of God, acts of a public enemy,  fires,  floods,  wars,  civil
disturbances, sabotage, accidents, insurrections,  blockades, embargoes, storms,
explosions, labor disputes (whether or not the employees' demands are reasonable
and within the party's power to satisfy), acts of any governmental body, failure
or delay of third parties or governmental  bodies from whom a party is obtaining
materials,  equipment,  or  transportation  (collectively  referred to herein as
"Force  Majeure").  Each party shall use its reasonable  efforts to minimize the
duration and  consequences  of any failure of or delay in performance  resulting
from a Force Majeure event.

22.    Multiple Copies or Counterparts of Agreement

       The original and one or more copies of this  Agreement may be executed by
one or more of the parties  hereto.  In such event,  all of such executed copies
shall have the same force and effect as the executed original.

23.    Notices

       All notices or other  written  communication  required or permitted to be
given under any provision of this  Agreement  shall be deemed to have been given
by the notifying party if mailed by certified mail, return receipt requested, to
the  receiving  party  addressed to its or his mailing  address set forth on the
first page of this Agreement, or such other address as the parties may designate
in writing to the other parties.  Additionally,  notices sent by any other means
(i.e., facsimile,  overnight delivery,  courier, etc.) may be acceptable subject
to written confirmation of both the transmission and receipt of the notice.


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<PAGE>


24.    Relationship of Parties

       SAIC is an  independent  contractor  in all respects  with regard to this
Agreement.  Nothing  contained in this Agreement shall: (1) authorize or empower
either  party to act as partner or agent of the other party in any  manner;  (2)
authorize,  or empower or deem one party to assume or create any  obligation  or
responsibility  whatsoever,  express or implied,  on behalf of or in the name of
any other  party,  or (3)  authorize,  empower or deem a party to bind any other
party in any manner or make any representation,  warranty, covenant,  agreement,
or commitment on behalf of any other party.

25.    Third Party Beneficiaries

       This Agreement  does not create,  and shall not be construed as creating,
any rights or interests enforceable by any person not a party to this Agreement.

26.    Waiver or Modification

       This Agreement may be modified,  or part or parts hereof waived,  only by
an instrument in writing  specifically  referencing this Agreement and signed by
an  authorized  representative  of the party  against  whom  enforcement  of the
purported modification or waiver is sought.

27.    Entire Agreement

       This Agreement, including Exhibits A and B, which are hereby incorporated
by reference,  constitutes the entire  agreement and  understanding  between the
parties  and  supersedes  and  replaces  any and all  prior  or  contemporaneous
proposals,  agreements,  understandings,  commitments or  representations of any
kind,  whether  written or oral,  relating to the subject  matter  hereof or the
Services to be performed hereunder.


                                       11
<PAGE>


                                    Exhibit A

Statement of Work

This is a Task Order based  Professional  Services  Agreement.  Each RateXchange
approved Task Order will constitute an addendum to this Exhibit.

         (a) Only a duly authorized  representative of the RateXchange may place
orders hereunder.  A duty authorized  representative is defined as an individual
who has the authority to obligate the RateXchange's  resources in fulfilling the
task.

         (b) The  information  contained in each Task Order  respecting  service
prices,  labor  categories/hours,  period of performance,  and the Not-To-Exceed
Price shall be the result of a  negotiated  agreement  reached by the parties in
advance of Task Order issuance.

         (c) All Task  Orders  issued  hereunder  are  subject  to the terms and
conditions of this Professional  Service  Agreement.  The Professional  Services
Agreement  shall  control in the event of conflict  with any Task Order.  A Task
Order shall be "issued" for purposes of this  Agreement at the time  received by
SAIC, whether by mail, or, if transmitted by other means.

         (d)  Task  Orders  may  be  modified  by  written   agreement   between
RateXchange's dully authorized representative and SAIC.


         (e) Task Orders  define labor only.  Materials  and other direct costs,
such as travel,  will be reimbursed of an actual cost basis and shall not exceed
twenty (20%) percent of the agreed upon Task Order value without prior  approval
of the  RateXchange's  duty  authorized  representative.  Actual  cost  basis is
defined as actual plus applicable general and  administrative  costs. SAIC shall
support all material  cost claims by  submitting  copies of invoices,  receipts,
expense  reports,  or other  reasonable  substantiation.  All travel,  and costs
associated  with  travel,  will be done in the most  reasonable  cost  efficient
manner.


                                       12

<PAGE>

                                    Exhibit B

                       Labor Categories and Rate Schedule

The following  schedule defines initial labor categories and billing rates. This
table will be reviewed  concurrent with the issue of each Task Order and will be
amended as necessary in order to accurately  align the staffing  resources  with
the requirements of each Task Order.  Modifications are subject to the agreement
of SAIC and the RateXchange.


                                       13

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED
                                             FOR BRACKETED PORTIONS OF THIS PAGE



                       Labor Categories and Rate Schedule

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<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED
                                             FOR BRACKETED PORTIONS OF THIS PAGE
SAIC
An Employee-Owned Company

                                                                       Exhibit A
                                                  Work Statement for RateXchange

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

1. SCOPE OF SERVICES

As  described  in this Work  Statement  (WS),  SAIC will  provide  the  Services
necessary to [***] SAIC will also provide the Services necessary to [***]

The scope of effort under this WS  includes  Services   in support of three Work
Areas (WAs).

WA1.  [***]

WA2.  [***]

WA3.  [***]

The general scope of work includes all efforts related to  accomplishment of the
above WAs.  Section 2,  Description  of  Services  defines  the  services  to be
provided  under  this  WS.  Additional  or  revised  services/functions  may  be
requested by RateXchange, and  will be provided by SAIC, following submission of
proposed  changes to the WS (including  changes to estimated  costs, if any) and
receipt of written direction to proceed from RateXchange.



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                 routed or made available solely to authorized
          persons having a need to know within SAIC and RateXchange,
                     except with written permission of SAIC.

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2. DESCRIPTION OF SERVICES
SAIC will provide Services in support of:

(a) WA1:  [***]

1.  [***]:  Work with  RateXchange,  [***] and / or other  vendors to [***] This
    task includes [***]. Specific activities to be performed include:

    a. [***]
    b. [***]
    c. [***]
    d. [***]
    e. [***]
    f. [***]

2.  [***]:  [***] This  includes  [***].  Specific  activities  to be  performed
    include:

    a. [***]
    b. [***]
    c. [***]
    d. [***]
    e. [***]

3.  [***]: [***] Specific activities to be performed include:

    a. [***]


(a) WA2: [***]

1.  [***]: [***] Includes [***]. Specific activities to be performed include:

    a. [***]
    b. [***]
    c. [***]

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    d. [***]
    e. [***]
    f. [***]
    g. [***]
    h. [***]
    i. [***]
    j. [***] These efforts will include [***].

2.  [***]: [***] Specific activities to be performed include:

    a. [***]
    b. [***]

3.  [***]: [***]

    a. [***]
    b. [***]
    c. [***]

4.  [***]: [***] Specific activities to be performed include:

    a. [***]
    b. [***]
    c. [***]

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5.  [***]: [***] Specific activities to be performed include:

    a. [***]
    b. [***]
    c.

(b) WA3: [***]

1.  [***]: [***] Specific activities to be performed include:


    a. [***]
    b. [***]
    c. [***]
    d. [***]
    e. [***]
    f. [***]
    g. [***]

2.  [***]: [***] Specific activities to be performed include:


    a. [***]
    b. [***]
    c. [***]
    d. [***]

3.  [***]: [***] Specific activities to be performed include:


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    a. [***]
    b. [***]
    c. [***]
    d. [***]
    e. [***]
    f. [***]
    g. [***]

3.  YEAR 2000 SERVICES

For  Year  2000  service  provisions,  please  refer  to  Professional  Services
Agreement.


4. RATEXCHANGE  RESPONSIBILITIES

For purposes of SAIC's performance under this WS,  RateXchange  shall provide or
arrange for the provision of the following [***] under this WS:


1. RateXchange  and it customers shall [***].

2. [***]

3. RateXchange  shall [***] and shall provide the following to SAIC:

     * [***]

     * [***]

     * [***]

     * [***]

5. ASSUMPTIONS

SAIC's performance and the estimated amounts provided in Section 6 under this WS
are based upon the following assumptions:


This estimate is for the initial rollout defined as follows:


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                                     Quarter          Site
                                 -------------------------------

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

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

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

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

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

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

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

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

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

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

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

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


1. Trade / circuit  assumptions  (based on "delivery Hub  Requirements  Rev. 1.1
Nov. 2, 1999" with assumed factors for number of trades after 2000);



                                      Circuit Quantities per Hub
                              DS1      DS3      E1       E3       OC3      OC12
                           -----------------------------------------------------

                   2000      [***]    [***]    [***]    [***]    [***]    [***]
                           -----------------------------------------------------
                   2001      [***]    [***]    [***]    [***]    [***]    [***]
                           -----------------------------------------------------
                   2002      [***]    [***]    [***]    [***]    [***]    [***]
                           -----------------------------------------------------
                   2003      [***]    [***]    [***]    [***]    [***]    [***]
                           -----------------------------------------------------
                   2004      [***]    [***]    [***]    [***]    [***]    [***]
                           -----------------------------------------------------

                                              Total number of Trades
                                   Year            During Year
                                -------------------------------------
                                   2000                [***]
                                   2001                [***]
                                   2002                [***]


2. [***]

3. SAIC and RateXchange work together to [***]

4. [***]

5. [***]  impacts of any changes  will be assessed  and  recommended  changes to
require resources would be made, along with costs changes, if any.



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6.  [***]
7.  [***]
8.  RateXchange will authorize star of work [***].
9.  [***]
10. RateXchange will[***].
11. [***]
12. [***] SAIC's responsibilities will be [***].
13. [***]
14. [***]
15. [***]
16. [***]
17. [***]
18. [***]
19. [***]
20. [***]
21.  Execution of this WS constitues full  authorization  to begin work and make
     commitments defined in the WS, including, but not limited to, [***].
22. [***]
23. [***]
24. [***]
25. [***]
26. [***]


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6. FEES AND PAYMENTS

(a) ESTIMATED  AMOUNTS:  SAIC estimates that the Services described above can be
provided within the following estimate amounts, [***]. This estimate is based on
data provided by RateXchange and the assumptions given in section 5. It includes
charges for [***].  Based on the above stated  conditions and assumptions,  SAIC
estimates the total price for the Services stated in this WS to be:


                                     2000      2001     2002        3 year Total
--------------------------------------------------------------------------------

   WA1: [***]       [***]           $[***]     [***]    [***]      $[***]
                    [***]           $[***]    $[***]   $[***]      $[***]
                    [***]           $[***]    $[***]   $[***]      $[***]
                    ------------------------------------------------------------
                    Total           $[***]    $[***]    [***]      $1,620,000


   WA2: [***]       [***]           $[***]     [***]    [***]      $[***]
                    [***]           $[***]     [***]    [***]      $[***]
                    [***]           $[***]    $[***]   $[***]      $[***]
                    [***]           $[***]    $[***]   $[***]      $[***]
                    [***]            [***]     [***]    [***]       [***]
                    ------------------------------------------------------------
                    Total           $[***]    $[***]    [***]      $2,444,000

   WA3: [***]       [***]           $[***]    $[***]    [***]      $[***]
                    [***]           $[***]    $[***]   $[***]      $[***]
                    [***]           $[***]    $[***]   $[***]      $[***]
                    ------------------------------------------------------------
                    Total           $[***]    $[***]   $[***]      $3,091,000
                    ------------------------------------------------------------

                      *  [***]
                     **  [***]

Although each WA is listed  seperately,  changes to tasks within one or more WAs
may necessitate price changes in other areas. In addition [***].

The estimates provided above  [***].

Services  under this WS shall be provided on a [***].  The amounts  stated above
are estimates only. [***]


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[***]

(b) BILLING: RateXchange shall pay SAIC for the Services on the following basic:

Labor: All labor shall be reimbursed [***]



#  Labor Category Title                      2000      2001      2002
--------------------------------------------------------------------------------
 1                                          $[***]    $[***]    $[***]
 2                                          $[***]    $[***]    $[***]
 3                                          $[***]    $[***]    $[***]
 4                                          $[***]    $[***]    $[***]
 5                                          $[***]    $[***]    $[***]
 6                                          $[***]    $[***]    $[***]
 7                                          $[***]    $[***]    $[***]
 8                                          $[***]    $[***]    $[***]
 9                                          $[***]    $[***]    $[***]
10                                          $[***]    $[***]    $[***]
11                                          $[***]    $[***]    $[***]
12                                          $[***]    $[***]    $[***]
13                                          $[***]    $[***]    $[***]
14                                          $[***]    $[***]    $[***]
15                                          $[***]    $[***]    $[***]
16                                          $[***]    $[***]    $[***]
17                                          $[***]    $[***]    $[***]
18                                          $[***]    $[***]    $[***]
19                                          $[***]    $[***]    $[***]
20                                          $[***]    $[***]    $[***]
21                                          $[***]    $[***]    $[***]
20                                          $[***]    $[***]    $[***]
22                                          $[***]    $[***]    $[***]


An overtime premium rate of [***] shall be paid for employees  working in excess
of [***].



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2. Other Direct Cost and Materials[***]


                                      [***]


 (no amounts have been included for miscellaneous Other direct costs, which may
                         be required during performance)


 [***]

                                      [***]

(No specific requirements for Material and Subcontracts have been identified for
performance  of the  services,  and no costs have been included in the Estimated
Amounts  for any  miscellaneous  Material  and  subcontracts  costs  that may be
required during performance)


3.  [***]: Use of  [***] shall be subject to the following fees:


                    [***]          Non-recurring     Recurring Charge
                                     Charge             per [***]
                ----------------------------------------------------------

                    [***]             $[***]               $[***]
                    [***]              [***]                [***]
                    [***]              [***]                [***]

The above amounts are included in the estimated  amounts specified above (except
for items to be determined which will be added through [***].


7. TERM AND SCHEDULE OF SERVICES

The term of this WS shall be assumed to be from  [***].  However,  the  schedule
start date is contingent on [***].


The following  schedule is provided for information  and planning  purposes only
until such time as a detailed  project  schedule is developed and agreed upon in
writing  by SAIC  and  RateXchange  ("Definitive  Project  Schedule").  SAIC and
RateXchange will work  cooperatively  toward  developing the Definitive  Project
Schedule.


                                    Activity          Approximate Time
                                                             ARO
                    WA1 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]



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                                    Activity          Approximate Time
                                                             ARO
                       *              [***]                 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]
                    WA2 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]
                    WA3 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]
                       *              [***]                 [***]

8. LOCATION OF SERVICES

Unless  otherwise  specified and agreed to in writing by  RateXchange  and SAIC,
SAIC shall provide the Servics at [***], and at [***].


9.  SAIC'S CONTACT(S)
<TABLE>
<CAPTION>

             Technical Contact                          Administrative Contact
<S>                                               <C>
Name: Randy Goins                                 Name: Barry Elliott
Title: Program Manager                            Title: Senior Contacts Representative
Science Applications International Corporation    Science Applications International Corporation
10260 Campus Point Drive                          10260 Campus Point Drive
San Diego, CA 92121                               San Diego, CA 92121
Telephone: 858-826-9396                           Telephone: 858-826-5554
Fax:       858-826-9310                           Fax:       858-826-5640
Email:     AllenRGoins@saic.com                   Email:     BarryLElliott@saic.com


10. RATEXCHANGE'S CONTACT(S)

             Technical Contact                          Administrative Contact
Name: Dave Mitchell                               Name:
Title: Vice President, Network                    Title:
RateXchange                                       RateXchange

</TABLE>

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185 Berry Street, Suite 3515                     185 Berry Street, Suite 3515

Telephone:   415-371-9808                        Telephone:   415-371-9808
Fax:         415-371-9801                        Fax:         415-371-9801
Email:       Dwelmitch@aol.com                   Email:



11. ADDITIONAL TERMS AND CONDITIONS

This Work  Statement  is  subject  to the Terms of the Master Agreement  and the
additional term and conditions contained in this section.


(a) Initial period of performance under this Work Statement shall be [***].

SAIC is currently  in the process of  converting  pricing for recurring services
from [***]. The parties to this Work Statement  agree to the terms of the Master
Agreement  and this  Work  Statement  and  further  represents  that  this  Work
Statement is executed by duly authorized representatives as of the dates below.


AGREED BY:
RATEXCHANGE, INC.                        SCIENCE APPLICATIONS
(Technical)                              INTERNATIONAL CORPORATION

By: /s/ Tim Sledge                       By:   /s/ EDWARD J. BENNETT
Name: Tim Sledge                         Name: EDWARD J. BENNETT
Title: Networks Operations Mgr.          Title:Assistant VP Administration
Date: 3-10-00                            Date: 3-13-00


AGREED BY:
RATEXCHANGE, INC.
(Contract)

By:  /s/ Paul Wescott
Name: Paul Wescott
Title: EVP/C00
Date: 3-10-00


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             Attachment A. Resource Reporting and Control Process

The Resource  Reporting and Control Process as described in this attachment will
be  implemented  as part  of the  overall  Project  Management  efforts  on this
Program.  The Objective of this process is to enable a mutual  understanding  of
the resources  applied for  accomplishment  of the SAIC task efforts required in
support of SAIC's  RateXchange  functions  as  defined  in this Work  Statement.
Activities  to be  performed  as part of this  process  are as  illustrated  and
described below.



                                [GRAPH OMITTED]


1. Planning--Planning  consists of determining/Revising  the tasks/milestones to
be accomplished and associated  schedules,  Initial tasks will be based on those
defined in Section 2 of this Work  Statement and the  schedules  as contained in
Section 7. Tasks will be defined at level of Detail  analogous to that contained
in Section 2: each Work Area is divided into a number of specific  tasks,  which
are  then  subdivided  into a set of  sub-task  efforts.  Progress  against  the
sub-task  efforts is then monitored as part of the "Control"  process  described
below.  To facilitate  communication,  tasks/schedules  will be maintained in MS
Project unless otherwise agreed).

2.  Budgeting--Based on the tasks to be accomplished and the required schedules,
resources  to be  applied  will be  estimated  in terms of  number  of staff and
associated $amounts. The results of this activity will be  establishing/revising
the estimated  dollars  budgeting for expenditure on a [***]. The initial budget
numbers will be based on the tasks and estimated  amounts contained in this Work
Statement. For budgeting/control


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purposes,  staffing levels and dollar amounts will be budgeted at the same level
as originally  estimated  [***].  Project level  reserves may be  established to
recognize  budget  amounts that may not be needed at the current time, but could
be required based on future events.


The  following  table  illustrates  the format to be used for the  budgeting and
control process.

                             Period of
Tasks                        Performance         Budget        Reserve
--------------------------------------------------------------------------------
WA1           [***]
--------------------------------------------------------------------------------
Current per   [***]             [***]
--------------------------------------------------------------------------------
Headcount     Budget                           0.0
              Actual                           0.0
              Variance                         0.0
--------------------------------------------------------------------------------
$Cost         Budget                          $0.0K
              Actual                          $0.0K
              Variance                        $0.0K
\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Cumulative [***]
--------------------------------------------------------------------------------
Budget        Headcount                        0.0
Actual                                         0.0
Variance                                       0.0
--------------------------------------------------------------------------------
Budget        $Cost                           $0.0K
Actual                                        $0.0K
Variance                                      $0.0K
--------------------------------------------------------------------------------
Current per   [***]
--------------------------------------------------------------------------------
Headcount     Budget                           0.0
              Actual                           0.0
              Variance                         0.0
--------------------------------------------------------------------------------
$Cost         Budget                          $0.0K
              Actual                          $0.0K
              Variance                        $0.0K
\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Cumulative [***]
--------------------------------------------------------------------------------
Headcount     Budget                          0.0
              Actual                          0.0
              Variance                        0.0
--------------------------------------------------------------------------------
$Cost         Budget                         $0.0K
              Actual                         $0.0K
              Variance                       $0.0K


3.  Control--Following  receipt of each [***] the SAIC and  RateXchange  project
managers  will revise and discuss the  accomplishments  and costs for the period
just ended.  The period costs vs. budget and cumulative  cost vs. budget will be
analyzed to determine causes for any variance. If the budgeted dollar amount has
been  exceeded,  the SAIC project  manager will take steps  designed to preclude
future  variances.  The  results  of the  review  will  serve as the  basis  for
replanning  for the next  and  remaining  periods,  including  both  tasks to be
accomplished and dudgeted resources.


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                      Attachment 2. Invoice Format Sample


RateXchange

                                                                            SAIC

                                 INVOICE NO. 1
--------------------------------------------------------------------------------


CURRENT PERIOD CHARGES                                          $   000,000.00
--------------------------------------------------------------------------------
TOTAL CUMULATIVE CHARGES                                          0,000,000.00
--------------------------------------------------------------------------------
CUMULATIVE AMOUNTS PAID                                           0,000,000.00
--------------------------------------------------------------------------------
AMOUNT DUE                                                      $   000,000.00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                         Current Period
Labor/Parties                       Rate            Hours              Dollars
<S>                               <C>              <C>            <C>             <C>
 1  [***]                         $[***]           0.00           $  0,000.00
 2  [***]                         $[***]           0.00           $  0,000.00
 3  [***]                         $[***]           0.00           $  0,000.00
 4  [***]                         $[***]           0.00           $  0,000.00
 5  [***]                         $[***]           0.00           $  0,000.00
 6  [***]                         $[***]           0.00           $  0,000.00
 7  [***]                         $[***]           0.00           $  0,000.00
 8  [***]                         $[***]           0.00           $  0,000.00
 9  [***]                         $[***]           0.00           $  0,000.00
10  [***]                         $[***]           0.00           $  0,000.00
11  [***]                         $[***]           0.00           $  0,000.00
12  [***]                         $[***]           0.00           $  0,000.00
13  [***]                         $[***]           0.00           $  0,000.00
14  [***]                         $[***]           0.00           $  0,000.00
15  [***]                         $[***]           0.00           $  0,000.00
16  [***]                         $[***]           0.00           $  0,000.00
17  [***]                         $[***]           0.00           $  0,000.00
18  [***]                         $[***]           0.00           $  0,000.00
19  [***]                         $[***]           0.00           $  0,000.00
20  [***]                         $[***]           0.00           $  0,000.00
21  [***]                         $[***]           0.00           $  0,000.00
22  [***]                         $[***]           0.00           $  0,000.00
                                                                  --------------
                                                                  $  0,000.00
                                                                  --------------
Overtime and Shift Premiums
                                                                                  $  0,000.00
TOTAL LABOR CHARGES                                                             -------------
Other Direct Costs(ODCs)                                          $  0,000.00
Material & Subcontracts (M&S)                                     $  0,000.00
Data Center Resource Charges                                      $  0,000.00
TOTAL CHARGES FOR Non-Labor Support                                               $  0,000.00
                                                                                -------------
TOTAL CHARGES FOR PERIOD                                                          $  0,000.00
                                                                                =============
</TABLE>





                   -----------------------------------------
                   [***]
                   PLEASE REMIT PAYMENT TO:
                   ATTN: Kathy Hughes, Cash Receipts
                   10260 Campus Point Drive
                   Mail Stop F2
                   San Diego, CA 92121

                   Refer questions to: Suzanne Christensen
                                        (858) 826-5391

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

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                                                                         Page 15