Exhibit 10.5

                     SEVERANCE AGREEMENT AND MUTUAL RELEASE

         THIS  SEVERANCE  AGREEMENT  AND MUTUAL  RELEASE  (the  "Agreement")  is
executed  and  entered  into this _____ day of  _________,  2000 by and  between
Edward Mooney ("Mooney"), and NetAmerica.com Corporation, a Delaware corporation
("NetAmerica.com" or the "Company").

                                 R E C I T A L S

         WHEREAS, on or about April 1, 1999, Mooney and the Company entered into
an  employment  agreement,  attached  hereto as  Attachment  A (the  "Employment
Agreement");

         WHEREAS, Mooney is also a director of the Company;

         WHEREAS, the parties mutually agree that it is in their respective best
interests to bring the employment and director  relationship  between Mooney and
the Company to a conclusion as provided herein;

         WHEREAS,  the Company would like Mooney to provide consulting  services
during a transition period; and

         WHEREAS, the parties intend to provide for such employment  termination
and transition and other services in this Agreement.

         NOW THEREFORE,  in  consideration  of the mutual covenants and promises
contained herein and other good and valuable consideration,  receipt of which is
hereby acknowledged, the parties hereto covenant and agree as follows:

         1.  Termination  of  Employment.  As of February 28, 2000,  the parties
mutually  agree that  Mooney's  executive  employment  with the Company  ceased.
Furthermore,  Mooney  delivered  a  written  resignation  as of such  date  (the
"Resignation")  from his  position as an  executive  officer and director of the
Company.

         2. Interim Responsibilities During Transition Period. From February 28,
2000  through  March 31,  2000 or such later time as the parties  agree,  Mooney
continued  or will  continue to assume such  responsibilities  and perform  such
tasks as the Secretary  and Treasurer of the Company  assumes or as the Board of
Directors  shall assign.  As of March 31, 2000, the parties  mutually agree that
Mooney's  employment  as Secretary  and  Treasurer of the Company will cease and
Mooney will deliver a written resignation from such position.

         3. Consulting Services.  Upon execution of this Agreement,  the Company
hereby  retains  Mooney as a  consultant,  to advise it with  respect to certain
aspects of its  business.  In  connection  therewith,  Mooney  hereby  agrees to
perform  such  reasonable  and  necessary  consulting  services  relating to the
restructuring  of  NetAmerica.com's  business to focus on the  operations of its
subsidiary,  RateXchange,  Inc.,  as may be  requested  by the  Company  and its
executive officers from time to time until May 1, 2000 or such later time as the
parties may mutually agree (the "Consulting Period"). Mooney hereby accepts such
retention and shall in good faith perform such  services,  for and on behalf and
in the best interests of the Company

<PAGE>


during the Consulting  Period. It is agreed that Mooney shall not be required to
spend any  specific  period or periods of time at the offices or premises of the
Company in providing  the services  hereunder,  but will be available to consult
with the Company at mutually convenient times and places. Mooney may provide the
services  hereunder  in  person,  by  telephone,   facsimile,  e-mail  or  other
correspondence as he and the Company mutually agree.

         4. Consideration. In consideration for the covenants and agreements set
forth in Sections 1-3 above,  the  parties'  mutual  releases,  on the terms and
conditions of this Agreement, the parties acknowledge and agree as follows:

         (a) Until the  expiration of the Consulting  Period,  the Company shall
pay to Mooney a consulting fee of $10,000 per month for the consulting  services
Mooney renders to the Company during the Consulting Period.

         (b) Upon execution of this Agreement,  the Company agrees to pay Mooney
$10,000  per  month  for  six  (6)  months  in  severance  pay  less  applicable
withholdings.  Each  payment  will be made by the fifth (5th) day of each month.
Notwithstanding the foregoing,  after the Company receives at least $7.5 million
in additional  financing,  any unpaid severance  payments will be paid in a lump
sum payment within ten (10) days of the Company's receipt of such funds.

         (c) Mooney agrees to comply with Sections 6, 7 and 8 of the  Employment
Agreement,   which  are   incorporated   herein  by  reference,   pertaining  to
Non-Competition,  Confidentiality and Remedies.  The  Non-Competition  provision
will be limited to noncompetition  with the Company's  operations on the date of
the  execution  of  this  Agreement.  All  other  terms  and  provisions  of the
Employment Agreement shall terminate upon the execution of this Agreement.

         (d) Upon  execution of this  Agreement,  the Company  agrees to pay the
cost of Mooney's health  insurance  premiums for a period of twelve (12) months.
Each payment will be made by the seventh (7th) day of each month.

         (e) Upon  execution of this  Agreement,  the Company  agrees to pay all
amounts it owes Mooney for unpaid salary,  bonuses and/or expenses.  The Company
also agrees to issue all options  that were  approved for Mooney by the Board of
directors prior to the execution of this Agreement.

         (f) Mooney  shall be entitled to keep his current  computer  and office
equipment.

         (g) Within thirty (30) days of the expiration of the Consulting Period,
the Company  agrees to register on Form S-8, or on an  alternative  form to Form
S-8, all shares issued upon exercise of options  issued under the Company's 1999
or 2000 Stock  Option Plans or outside such plans and owned by Mooney at the end
of the Consulting  Period.  The Company agrees to maintain the  effectiveness of
this registration for a period of at least one (1) year.

         5. Release of Mooney's Claims Against the Company.

         (a)  Excluding  claims for  breach or  enforcement  of this  Agreement,
Mooney  does  hereby  irrevocably  and   unconditionally   release  and  forever
discharge, for himself and for his

                                       -2-

<PAGE>


heirs,  executors,  administrators and assigns, any and all claims of any nature
whatsoever  against the  Company,  its current and former  officers,  directors,
shareholders,  employees,  representatives,  attorneys and agents as well as its
predecessors,  parent  companies,   subsidiaries,   affiliates,  successors  and
assigns,  which  Mooney has or had against them or any of them arising out of or
by reason of any cause,  matter or things whatsoever  existing as of the date of
execution  of  this  Agreement,  whether  known  to the  parties  at the  tie of
execution of this Agreement or not,  including  without  limitation,  any claims
arising out of, or relating in any manner whatsoever to the employment of Mooney
b the  Company  and his  separation  from the  Company.  This FULL WAIVER OF ALL
CLAIMS includes,  without limitation,  any claims,  demands, or causes of action
arising out of, or relating in any manner  whatsoever to the Civil Rights Act of
1964 and 1991, as amended,  the Age Discrimination in Employment Act of 1967, as
amended,  the Older Workers  Benefit  Protections  Act, the Fair Labor Standards
Act, the Labor Management Relations Act, the Employee Retirement Income Security
Act of 1974,  the  Americans  with  Disabilities  Act,  or any other  applicable
federal,  state,  or local  statute  or  regulation,  or any common law cause of
action,  including  without  limitation,  claims  for  breach of any  express or
implied contract,  the covenant of good faith and fair dealing,  tort,  wrongful
discharge,   constructive  discharge,   personal  injury,   emotional  distress,
defamation,  fraud,  or any claims for  attorneys'  fees or other costs,  Mooney
further  covenants  and agrees that upon being paid the amounts  provided for in
Section 4, above,  the Company is not further  indebted to him in any amount for
any reason, including any fringe benefits or other forms of compensation.

         (b)  Mooney  represents  and  warrants  that  he has  not  assigned  or
subrogated any of his rights, claims and causes of action,  including any claims
referenced in this Agreement, or authorized any other person or entity to assert
such claim or claims on his behalf and he agrees to indemnify  and hold harmless
the  Company  against any  assignment  of said right,  claims  and/or  causes of
action.

         (c) Mooney  represents  that he has not filed any complaints or charges
against the Company with any local,  state or federal court or agency based upon
events  occurring  prior  to the date of  execution  of this  Agreement.  Mooney
further represents and agrees that he will not in the future file,  instigate or
encourage  the filing of any  proceeding  or lawsuit  by any party  against  the
Company in any local, sate or federal court or agency. Mooney further represents
and agrees that he shall not in the future  cooperate or participate in any such
lawsuit or proceedings except in accordance with this Agreement and as otherwise
required by law. It is understood and agreed that Mooney's promises set forth in
this  Section 5 are of  critical  importance  to this  Agreement.  Any breach by
Mooney of the  provisions of this Section  shall be deemed a material  breach of
this Agreement.

         (d)  Mooney  agrees  that  he will  not  disclose,  disseminate  and/or
publicize  any of the terms of this  Agreement,  any of the factual  allegations
underlying any claims the Company or Mooney may have against one another, any of
the underlying facts of this Agreement or negotiations regarding this Agreement,
directly or indirectly,  specifically or generally, to any person,  corporation,
association or  governmental  agency,  except (a) as required by law; (b) to the
extent  necessary  to  report  income to  appropriate  taxing  authorities;  (c)
pursuant to privileged communications; or (d) in response to an order of a court
or governmental agency of competent jurisdiction or subpoena issued under proper
authority;  provided that notice of receipt of such judicial  order,  inquiry or
subpoena shall be immediately  communicated to the Company,

                                       -3-

<PAGE>


telephonically  and confirmed  immediately  thereafter  in writing,  so that the
Company will have the  opportunity to intervene and assert what rights it has to
nondisclosure prior to the response to the order, inquiry or subpoena.

         6. Release of the Company's Claims Against Mooney.

         (a) Excluding  claims for breach or enforcement of this Agreement,  the
Company for itself, its legal representatives, subsidiaries, affiliates, agents,
successors in interest and assigns, irrevocably and unconditionally releases and
forever  discharges  Mooney  from any and all  claims of any  nature  whatsoever
against Mooney, or his affiliates, agents, employees,  attorneys, successors and
assigns, which the Company has or had against Mooney arising out of or by reason
of any cause, matter or thing whatsoever existing as of the date of execution of
this  Agreement,  whether  known to the parties at the time of the  execution of
this Agreement or not, including without limitation,  any claims arising out of,
or relating in any manner  whatsoever to the employment of Mooney by the Company
and his separation from the Company.  The Company acknowledges that this release
of claims specifically  includes,  but is not limited to, any and all claims for
breach of  contract,  breach of the  covenant  of good  faith and fair  dealing,
intentional or negligent misrepresentation,  conspiracy, negligence of any kind,
libel,  slander or any other wrongful  conduct based upon events occurring prior
to the date of the execution of this Agreement.

         (b) The Company  represents  and  warrants  that it has not assigned or
subrogated any of its rights,  claims and causes of action  including any claims
referenced in this  Agreement or authorized any other person or entity to assert
such claim or claims on its behalf and  agrees to  indemnify  and hold  harmless
Mooney against any assignment of said rights, claims and/or causes of action.

         (c) The  Company  represents  that it has not filed any  complaints  or
charges  against  Mooney with any local,  state or federal court or agency based
upon the events occurring prior to the date of execution of this Agreement.  The
Company  further  represents  and agrees  that it will not in the  future  file,
instigate  or  encourage  the filing of any  proceeding  or lawsuit by any party
against  Mooney in any local,  state or federal  court or  agency.  The  Company
further  represents  and  agrees  that it shall not in the future  cooperate  or
participate  in any such lawsuit or proceeding  except in  accordance  with this
Agreement and as otherwise required by law. It is understood and agreed that the
Company's promises as set forth in this Section 6 are of critical  importance to
this  Agreement.  Any breach by the Company of the  provisions  of this  Section
shall be deemed a material breach of this Agreement.

         (d) The Company  agrees that it will not disclose,  disseminate  and/or
publicize  any of the terms of this  Agreement,  any of the factual  allegations
underlying any claims the Company or Mooney may have against one another, any of
the underlying facts of this Agreement or negotiations regarding this Agreement,
directly or indirectly,  specifically or generally, to any person,  corporation,
association or  governmental  agency,  except (a) as required by law; (b) to the
extent necessary to report income to appropriate taxing  authorities;  or (c) in
response to an order of a court or governmental agency of competent jurisdiction
or subpoena  issued under proper  authority;  provided that notice of receipt of
such judicial  order,  inquiry or subpoena shall be immediately  communicated to
Mooney,  telephonically and confirmed immediately thereafter in

                                       -4-

<PAGE>


writing,  so that Mooney will have the  opportunity to intervene and assert what
rights he has to  nondisclosure  prior to the response to the order,  inquiry or
subpoena.

         7. Tax  Obligations.  It is understood and agreed that Mooney is liable
for all tax obligations, if any, with respect to the payments and sums set forth
in Section 4, above. The Company makes no warranty as to any tax consequences of
such payments,  and a determination of the tax consequences of such payments are
the sole responsibility of Mooney.

         8. Independent  Contractor Status.  With respect to Section 3 above, it
is expressly understood and agreed that Mooney is an independent  contractor and
is not in any  manner  an  agent  or  employee  of the  Company  (or  any of its
subsidiaries),  nor is Mooney  authorized or empowered to conduct business under
the name of, or for the account of, the Company (or any of its  subsidiaries) or
to incur obligations of any kind, express or implied,  on behalf of the Company,
or to make any promise,  warranty or representation on behalf of the Company (or
any of its  subsidiaries)  with  respect  to any  of its or  their  products  or
services.

         9.  Indemnification.  With  respect to  Sections 2 and 3 above,  Mooney
shall  indemnify  the Company from and against any and all  expenses  (including
attorneys' fees),  judgments,  fines, claims, causes of action,  liabilities and
other amounts paid (whether in settlement or otherwise  actually and  reasonably
incurred) by the Company in connection  with such action,  suit or proceeding if
(i) the Company was made a party to any action,  suit or proceeding by reason of
the fact that Mooney rendered advice or services pursuant to this Agreement, and
(ii)  Mooney did not act in good faith and in a manner  reasonably  believed  by
Mooney to be in or not  opposed  to the  interests  of the  Company,  and,  with
respect to any criminal  action or proceeding,  did not  reasonably  believe his
conduct was lawful.

         10. Survival of Representations, Etc. All representations,  warranties,
and  agreements  made  herein  shall  survive  for a period  of five  (5)  years
following execution of this Agreement.

         11. Twenty-One Day Consideration  Period.  Mooney  acknowledges that he
has been  allowed  twenty-one  (21)  days to  consider  this  Agreement  and the
releases and waivers contained herein.  Mooney further  acknowledges that he has
been  advised to consult  with  counsel and that he has  consulted  with counsel
regarding this Agreement.

         12. Seven Day  Revocation  Period.  The parties agree that Mooney shall
have a period of seven (7) days  following  the  execution of this  Agreement in
which to revoke the Agreement and that the Agreement shall not become  effective
or enforceable until the revocation period has expired (See Attachment B).

         13. Civil Code Section  1542.  Each party  expressly  waives all rights
under  Section  1542 of the Civil  Code of the State of  California,  which each
party understands provides as follows:

                  A general release does not extend to claims which the creditor
                  does not know or  suspect to exist in his favor at the time of
                  executing  the  release,  which  if  known  by him  must  have
                  materially affected his settlement with the debtor.

                                       -5-

<PAGE>

         14. Miscellaneous.

         (a)  Binding  Effect;  Assignment.  This  Agreement  shall inure to the
benefit  of and be binding  upon the  parties  hereto,  their  respective  legal
representatives and successors. This Agreement may not be assigned.

         (b) Further Assurances;  Cooperation. Each party shall, upon reasonable
request  by the other  party,  execute  and  deliver  any  additional  documents
necessary  or  desirable  to  complete  the  transactions  contemplated  by this
Agreement, pursuant to and in the manner contemplated by this Agreement.

         (c) Entire Agreement.  This Agreement  constitutes the entire agreement
between the parties hereto and supersedes all prior arrangements, understandings
and agreements,  oral or written, between the parties hereto with respect to the
subject matter hereof.

         (d) Dispute Resolution.  Except as otherwise expressly provided in this
Agreement,  any civil  claim  which  arises out of or relates in any way to this
Agreement  shall be settled by binding and exclusive  arbitration in California,
in accordance with the following terms and procedures:

                  (i) The party with a civil  claim must  notify the other party
in writing by certified  mail within the times set forth by statute for filing a
civil claim of its desire to have the claim resolved by arbitration.

                  (ii) Upon notice of a timely  civil  claim,  the parties  will
agree upon an  arbitrator  or, if unable to agree,  will request a list from the
Federal Mediation and Conciliation Service from which the parties will alternate
strikes  until  only  one name  remains.  The last  remaining  name  will be the
arbitrator.

                  (iii)  The  arbitrator  shall  have  no  authority  to add to,
subtract from, or otherwise modify the terms of this Agreement or to make awards
beyond those provided for by the statue or other cause of action under which the
claim arises.

                  (iv)  Any  party  to the  arbitration  may be  represented  by
counsel.  All decisions of the  arbitrator  made in accordance  with this policy
shall be final and conclusively binding upon the parties. The parties agree that
the  arbitrator's  award may be entered as a judgment by any court of  competent
jurisdiction, unless the award is vacated, modified or corrected.

                  (i)   Issues   of   procedure,   arbitrability,   appeal,   or
confirmation,  vacation or  correction of award shall be governed by the Federal
Arbitration Act, 9 U.S.C. ss.ss.1-16.

         (e)  Attorney  Fees.  In any  action or  proceeding  arising  out of or
related  to this  Agreement,  the  prevailing  party  shall be  entitled  to its
reasonable  attorney fees and related  costs,  including fees and costs incurred
prior to formal  initiation of any action or proceeding,  and including fees and
costs incurred for collecting or attempting to collect any judgment or award.

         (f)  Amendments  and  Waivers.  This  Agreement  may not be modified or
amended  except by an instrument or  instruments  in writing signed by the party
against whom enforcement

                                      -6-

<PAGE>


of any such modification or amendment is sought. Mooney may, by an instrument in
writing,  waive  compliance  by the Company  with any term or  provision of this
Agreement  on the part of the  Company to be  performed  or complied  with.  The
Company may, by an instrument in writing,  waive compliance by Mooney,  with any
term or  provision  of this  Agreement  on the part of Mooney to be performed or
complied with. Any waiver of a breach of any term or provision of this Agreement
shall not be construed as a waiver of any subsequent breach.

         (g) Headings:  Severability.  The headings  contained in this Agreement
are for convenience of reference only and shall not affect the interpretation or
construction hereof. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall as to such jurisdiction,  be ineffective
to the extent of such invalidity or  unenforceability  without rendering invalid
or  unenforceable  the  remaining  terms and  provisions  of this  Agreement  or
affecting  the validity or  enforceability  of any of the terms or provisions of
this Agreement in any other jurisdiction.  If any provision of this Agreement is
so broad as to be unenforceable,  such provision shall be interpreted to be only
so broad as is enforceable.

         (h)  Jurisdiction.  This  Agreement  shall be governed in all respects,
whether as to validity,  construction,  capacity,  performance, or otherwise, by
the laws of the State of California. The parties to this Agreement hereby submit
to the jurisdiction of the courts of the State of California.

         (i) Voluntary  Agreement.  This Agreement is freely entered into by the
undersigned parties upon advice of counsel.

         (j)  Agreement  not an Admission The parties  hereby  acknowledge  that
neither this Agreement nor the payments made hereunder nor the acceptance of the
same,  may be treated as an  admission of any legal  responsibility,  liability,
wrongdoing  or fault of any kind  whatsoever.  Such  responsibility,  liability,
wrongdoing and fault being expressly denied.

         (k)  Execution  in  Counterparts.  This  Agreement  may be  executed in
counterparts,  each of which shall be deemed an original  and all of which shall
be deemed to be one and the same instrument.

         (l)  Construction.  It is agreed and  understood  that the general rule
that  "ambiguities  are to be construed  against the drafter" shall not apply to
this  Agreement.  The parties agree that this Agreement is a part of negotiation
and was drafted by all parties.  In the event any language of this  Agreement is
found to be ambiguous,  each party shall have an opportunity to present evidence
as to the  actual  intent of the  parties  with  respect  to any such  ambiguous
language.

         (m) Amendments and Modifications. Any amendment or modification of this
Agreement must be in writing and signed by each party.

                           THE  SIGNATORIES  HAVE  CAREFULLY  READ  THIS  ENTIRE
                           AGREEMENT.  ITS CONTENTS HAVE BEEN FULLY EXPLAINED BY
                           THE  RESPECTIVE  ATTORNEYS.   THE  SIGNATORIES  FULLY
                           UNDERSTAND  THE  FINAL  AND  BINDING  EFFECT  OF THIS
                           AGREEMENT.  THE ONLY  PROMISES

                                      -7-

<PAGE>


                           MADE TO ANY SIGNATORY  ABOUT THIS  AGREEMENT,  AND TO
                           SIGN THIS AGREEMENT ARE CONTAINED IN THIS  AGREEMENT.
                           THE    SIGNATORIES   ARE   SIGNING   THIS   AGREEMENT
                           VOLUNTARILY.  PLEASE READ  CAREFULLY:  THIS SEVERANCE
                           AGREEMENT  AND MUTUAL  RELEASE  INCLUDES A RELEASE OF
                           ALL KNOWN AND UNKNOWN CLAIMS.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as of the date first above written.

                                                     EDWARD MOONEY


                                                     ------------------------
                                                     Edward Mooney


                                                     NETAMERICA.COM CORPORATION


                                                     By:________________________

                                                     Its:_______________________

                                      -8-


<PAGE>


                                  ATTACHMENT A

                              EMPLOYMENT AGREEMENT


<PAGE>


                                  ATTACHEMENT B

                                 NON-REVOCATION
                        AS OF THE DATE SHOWN ON THIS FORM


         By  signing  below,  I  verify  that I have  chosen  not to  revoke  my
agreement to and execution of the Severance  Agreement  and Mutual  Release.  My
signature  confirms  my  renewed  agreement  to the  terms  of  that  Agreement,
including the release and waiver of any and all claims relating to my employment
with  NetAmerica.com  Corporation  and its successors,  assigns,  and affiliated
companies, and/or the termination of that employment.


------------------------                    ---------------------------
Signature*                                  Date


*Do not sign,  date, or return this document until seven (7) days after you sign
the Severance  Agreement and Mutual Release.  The Severance Agreement was signed
on __________________.