Exhibit 10.14
                              EMPLOYMENT AGREEMENT

                                  (Philip Rice)

                This  Employment  Agreement  (this  "Agreement") is entered into
        effective as of the 29th day of February,  2000 (the "Effective  Date"),
        by  and  between   RateXchange,   Inc.,  a  Delaware   corporation  (the
        "Companv"), and Philip Rice ("Employee"). The Company and Employee agree
        as follows:

                1. Employment. The Company hereby employs Employee, and Employee
       accepts such employment,  upon the terms and conditions set forth in this
       Agreement.

                2. Position and Duties.  During Employee's employment hereunder,
       he shall  serve as the  Company's  Chief  Financial  Officer,  and  shall
       perform such  employment  duties as the Company  shall assign to him from
       time to time.  Employee agrees to serve the Company faithfully and to the
       best of his ability and to devote his fill time,  attention,  and efforts
       to the  business  and  affairs  of the  Company  during  the  term of his
       employment.  Employee  hereby  confirms  that he is under no  contractual
       commitments   inconsistent   with  his  obligations  set  forth  in  this
       Agreement.  Employee agrees that,  during the term of this Agreement,  he
       will not  render or  perform  any  services  for any  corporation,  firm,
       entity,  or person,  other than the  Company,  without the prior  written
       consent of the Company,  except that Employee  shall be entitled  without
       prior  written  consent to hold  positions  on the Board of  Directors of
       entities  that do not compete with the Company.  Employee  has, as of the
       date of this  Agreement,  disclosed  to the  Board  of  Directors  of the
       Company  the  positions  Employee  currently  holds  on other  Boards  of
       Directors, and the Company has consented to such positions.

                3. Term. Unless terminated at an earlier date in accordance with
       Section 5 of this  Agreement,  the term of this  Agreement  (the  `Term")
       shall be three years commencing on the Effective Date.

                4. Compensation. As compensation for all services to be rendered
       by Employee under this  Agreement,  the Company shall provide to Employee
       the following:

                        4.01 Base Salary.  The Company  shall pay to Employee an
       annual base  salary of Two  Hundred  Thousand  Dollars  ($200,000),  less
       legally  required  deductions  and  authorized  withholdings,  payable in
       periodic  installments in accordance with the standard payroll  practices
       of the  Company in effect from time to time.  Employee  shall be eligible
       for annual salary  increases  which shall be determined by the Company in
       its sole discretion.

                        4.02 Incentive Bonus.  Employee shall be eligible for an
       annual  incentive  bonus  (a  "Bonus")  of up to 50% of his  annual  base
       salary,  less  legally  required  or legally  authorized  deductions  and
       withholdings.  The  amount of any Bonus paid to  Employee  shall be based
       upon  criteria  upon which the  Employee and the Company  shall  mutually
       agree.  The amount of any Bonus  payable to  Employee  for the  remaining
       years  of the  Term  shall  be  determined  by the  Company  in its  sole
       discretion,  based upon the  eligibility  criteria upon which the Company
       and Employee have agreed.


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                        4.03.  Stock  Options.  Employee  shall be  entitled  to
       receive  a grant  of  options  to  acquire  Two  Hundred  Fifty  Thousand
       (250,000)  shares of Company  stock  pursuant to the terms and subject to
       the  conditions  of the  stock  plan  in  which  the  Company  employee's
       participate.

                5. Termination.

                        5.01  Termination Due to Employee's Death or Disability.
       Employee's   employment   pursuant  to  this  Agreement  shall  terminate
       automatically  prior  to the  expiration  of the  Term  in the  event  of
       Employee's  death or Disability,  as defined herein.  "Disability"  shall
       mean a  physical  or mental  impairment  of  Employee  which  results  in
       Employee's inability to perform one or more of the essential functions of
       Employee's position, with or without reasonable  accommodation,  provided
       Employee has exhausted Employee's entitlement to any applicable leave, if
       Employee  desires  to take  such  leave  and  satisfies  all  eligibility
       requirements for such leave.

                        5.02  Termination by the Company for Cause.  Company may
       terminate  Employee's  employment pursuant to this Agreement prior to the
       expiration  of the Term in the event that  there is "Cause" to  terminate
       Employee's employment, which shall be defined as any of the following:

                              (a) Employee's  material  breach of any obligation
       to the Company under the terms of this Agreement;

                              (b) Employee's conviction,  or the entry of a plea
       of guilty  or nolo  contendere  by  Employee  of any  felony or any crime
       involving moral turpitude; or

                              (c)  Any  acts  of  Employee   constituting  gross
       negligence  or  misconduct in  connection  with his  employment  with the
       Company,  or Employee's  breach of any  fiduciary  duty to the Company or
       Employee's failure to carry out any reasonable  directive of the Company,
       any conduct by  Employee  which is  detrimental  to the  Company,  or any
       failure by  Employee to comply  with any of the  policies or  performance
       standards of the Company.

       The Company's  determination that there is Cause to terminate  Employee's
       employment shall be subject to the dispute resolution procedures pursuant
       to Section 16 of this Agreement.

                        5.03  Termination  by the  Company  without  Cause.  The
       Company  may  terminate  Employee's  employment  at any time prior to the
       expiration  of  the  Term,  without  prior  notice  and  for  any  reason
       including,  but not limited to, a sale,  merger,  or change of control in
       the  ownership of the Company,  provided the Company pays to Employee the
       severance pay described in Section 5.05(d).

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


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                         5.05   Effect of Termination.

                              (a) Survival of  Provisions.  Notwithstanding  any
       termination  or  expiration  of this  Agreement,  or any  termination  of
       Employee's  employment with the Company  pursuant to Section 5, Employee,
       in consideration of Employee's  employment  hereunder to the date of such
       termination or  expiration,  shall remain bound by the provisions of this
       Agreement  which   specifically   relate  to  periods,   activities,   or
       obligations   upon  or  subsequent  to  the   termination  of  Employee's
       employment,  including, but not limited to, the provisions of Sections 6,
       7, and 8.

                              (b) Termination due to Death or Disability. In the
       event  Employee's  employment  terminates  prior to the expiration of the
       Term due to his death or  Disability,  Employee  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 annual Bonus under  Section 4.02 of this  Agreement  which
       previously  had  been  approved  by the  Company  but  was  unpaid  as of
       Employee's  death or  Disability.  Employee  (or,  in the event of death,
       Employee's  estate)  shall be  entitled  to such  unpaid  portion  of any
       approved  Bonus only if Employee  (or the  authorized  representative  of
       Employee's  estate) signs a comprehensive  general release of claims in a
       form  acceptable to Company.  Payments of such approved but unpaid annual
       Bonus  shall  not  commence  until  after  Employee  (or  the  authorized
       representative  of his  estate)  signs  such a  release,  and  after  any
       revocation period referenced in such release has expired. If Employee (or
       the authorized representative of his Estate) does not sign such a general
       release of claims,  Employee  (or his  estate)  shall not be  entitled to
       receive any  compensation  under the provisions of this Agreement  except
       for  Employee's   base  salary  earned  through  the  date  of  death  or
       Disability.  In the case of Disability,  if Employee  violates any of the
       provisions  of  Sections  7  or  8  of  this  Agreement,   the  Company's
       obligations  to pay the unpaid  portion of any approved Bonus to Employee
       shall cease on the date of such violation.

                              (c)  Termination  for  Cause.  In the  event  of a
       termination for Cause under Section 5.02,  Employee shall not be entitled
       to  receive  any  further  compensation  under  the  provisions  of  this
       Agreement,  except  for  his  base  salary  earned  through  the  date of
       termination.

                              (d)  Termination  without  Cause.  In the event of
       termination  without Cause under Section 5.03, Employee shall be entitled
       to  severance  pay   consisting  of  the   following:   (1)  base  salary
       continuation for 12 months following the date of termination, at the rate
       in  effect  at the  time  of  termination,  which  shall  be  paid on the
       Company's  regular  paydays;  and (2) a lump  sum  payment  of  $100,000.
       Employee  shall  only  be  entitled  to the  foregoing  severance  pay if
       Employee  signs a  comprehensive  general  release  of  claims  in a form
       acceptable  to the Company.  Employee's  severance pay shall not commence
       until the first payday after Employee signs such a release, and after any
       revocation  period  referenced  in such release has expired.  If Employee
       does not sign such a general  release  of claims,  Employee  shall not be
       entitled  to  receive  any  compensation  under  the  provisions  of this
       Agreement  except  for  his  base  salary  earned  through  the  date  of
       termination.  If Employee violates any of the provisions of Sections 7 or
       8 of this  Agreement,  the Company's  obligations to pay severance pay to
       Employee shall cease on the date of such violation.

                              (e)  Termination  Occasioned  by Employee.  In the
       event Employee  terminates his  employment  under Section 5.04,  Employee
       shall not be entitled to receive any further


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<PAGE>


       compensation under the provisions of this Agreement,  except for his base
       salary earned through the date of termination.

                6.  Return of  Proprietary  Property.  Employee  agrees that all
       property in Employee'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 Employee authored,  created, or assisted in authoring or creating such
       property.  Employee  shall  return  to  the  Company  all  such  property
       immediately upon termination of employment or at such earlier time as the
       Company may request.

                7. Confidential Information.  Except as permitted or directed by
       the Company's Board of Directors, during the time Employee is employed by
       the  Company  or at any time  thereafter,  Employee  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 7  includes,  but is not  limited  to,  the
       Company's  customer and supplier lists,  business  plans,  and financial,
       marketing, and personnel information. Employee 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.  Employee's obligations of confidentiality under this Section
       7 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
       Employee.

                8. Patent and Related Matters.

                        8.01  Disclosure  and  Assignment.  Employee  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 Employee,  either solely or in
       collaboration  with others,  during  Employee'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").  Employee,  to the extent that  Employee  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 Employee's  right,  title,
       and interest in and to any and all of such Developments.

                        8.02 Limitation.  The provisions of this Section 8 shall
       not apply to any Development meeting the following conditions:

                               (a) such  Development was  developed  entirely on
       Employee's own time; and

                               (b) such  Development was made without the use of
       any Company equipment, supplies, facilities, or trade secret information;
       and such Development does not relate at


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<PAGE>


       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

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

                        8.03  Assistance  of Employee.  Upon request and without
       further compensation tberefor, but at no expense to Employee, and whether
       during the tam of  Employee's  employment  by the Company or  thereafter,
       Employee  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.

                9.  Confidentiality  of this  Areement.  Employee agrees to keep
       the terms of this Agreement confidential,  and not to disclose such terms
       to any other RateXchange,  Inc., employee,  other than authorized members
       of the Board of Directors of the Company.

               10.  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.  Employee may not assign this
       Agreement or any rights hereunder.  Any purported or attempted assignment
       or transfer by Employee of this  Agreement or any of  Employee's  duties,
       responsibilities, or obligations hereunder shall be void.

               11. Governing Law, Construction, and Severability. This Agreement
       is made under and shall be governed by and construed in  accordance  with
       the laws of the State of  California.  In the event any provision of this
       Agreement (or portion  thereof)  shall be held illegal or invalid for any
       reason,  such  illegality  or  invalidity  will not in any way affect the
       legality or validity of any other provision (or portion  thereof) of this
       Agreement.

               12. Company  Remedies.  Employee  acknowledges that the remedy at
       law for any breach of any of the  provisions  of  Sections 6 or 7 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.

               13.  Entire  Agreement.   This  Agreement   contains  the  entire
       agreement between the Company and Employee with respect to his employment
       by the Company and there are no undertakings,  covenants,  or commitments
       other  than as set forth  herein.  This  Agreement  may not be altered or
       amended,  except by a writing  executed  by the party  against  whom such
       alteration  or amendment is to be enforced.  This  Agreement  supersedes,
       terminates,  replaces,  and supplants any and all prior understandings or
       agreements  between  the  parties  relating  in any way to the  hiring or
       employment of Employee by the Company.


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<PAGE>


                14. Counterparts. This Agreement may be simultaneously  executed
       in any  number  of  counterparts,  and  such  counterparts  executed  and
       delivered,  each as an original,  shall  constitute  but one and the same
       instrument.

                15. Waivers. No failure on the part of either party to exercise,
       and no delay in exercising,  any right or remedy  hereunder shall operate
       as a waiver  thereof,  nor shall any  single or partial  exercise  of any
       right or remedy hereunder preclude any other or further exercise thereof,
       or the  exercise  of any other right or remedy  granted  hereby or by any
       related  document  or by law.  No single or  partial  waiver of rights or
       remedies  hereunder,  nor any course of conduct of the parties,  shall be
       construed  as a waiver of rights or remedies by either  party (other than
       as expressly and specifically waived).

                16. Dispute  Resolution.  Any Controversy,  claim, or dispute of
       whatever  nature  arising  out  of  or  relating  to  this  Agreement  or
       Employee's  employment,  including  but  not  limited  to  discrimination
       claims, whether such controversy,  claim, or dispute is based on statute,
       contract,  tort, common law, or otherwise,  and whether such controversy,
       claim,  or  dispute  existed  prior to or  arises  after the date of this
       Agreement  (any such  controversy,  claim or dispute  being a "Dispute"),
       shall be resolved in  accordance  with the  procedures  set forth in this
       Section 16 which  procedures  shall be the sole and exclusive  procedures
       for the  resolution  of any  Disputes  (except as  otherwise  provided in
       Section  12).  All  Disputes  shall be  resolved  by  arbitration  in San
       Francisco,    California,   in   accordance   with   the   then   current
       Non-Administered  International Arbitration Rules & Commentary of the CPR
       Institute by a sole  arbitrator  who has had both training and experience
       as an arbitrator of general corporate, commercial, and employment matters
       and who is and for at least ten years has been a partner, shareholder, or
       member in a law firm.  If the Company  and  Employee  cannot  agree on an
       arbitrator, then the arbitrator shall be selected by the President of the
       CPR Institute in accordance  with the criteria set forth in the preceding
       sentence. The arbitrator may decide any issue as to whether, or as to the
       extent to which,  any  Dispute is subject  to the  arbitration  and other
       Dispute resolution provisions in this Agreement. The arbitrator must: (i)
       base and render his or her award on the  provisions of this  Agreement or
       applicable  law and (ii) render his or her award in writing  including an
       explanation  of the  reasons  for such award and the  provisions  of this
       Agreement supporting such award.  Judgment upon the award rendered by the
       arbitrator may be entered by any court having jurisdiction  thereof.  The
       statute of limitations  applicable to the commencement of a lawsuit shall
       apply to the commencement of an arbitration  under this  subsection.  The
       Employee  acknowledges  and agrees that the  Employee  has been given the
       opportunity to negotiate this provision.  No exercise of any rights under
       this  Section 16 shall  limit the right of the  Company  or the  Employee
       pursuant to this Agreement to commence any judicial  proceeding to obtain
       injunctive relief. Reasonable attorney's fees and expenses of arbitration
       incurred in any Dispute relating to the  interpretation or enforcement of
       this Agreement shall be paid by the prevailing party in such Dispute.

                17. 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


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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  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, Inc.
                                   185 Berry St., Suite 3515
                                   San Francisco, California 94107
                                   Attn: Mr. Donald Sledge

         To Employee:              Mr. Philip Rice
                                   P.O. Box 680
                                   Ross, CA 94957

         18.  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.

         IN WITNESS WHEREOF, the parties, intending to be legally bound thereby,
have signed this Agreement.

RATEXCHANGE:                                    EMPLOYEE

RateXchange, Inc.



By:  /s/ Paul A. Wescott                        By:  /s/ Phillip Rice
     ------------------------------------            ---------------------------
      Paul A. Westcott, Executive Vice
      President and Chief Operating Officer


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