Exhibit 10.28
License Agreement for RateXchange
S&DFC #136

                SWITCH & DATA FACILITIES CO-LOCATION LICENSE FORM

                                       FOR

                                RateXchange, Inc.

          This  Co-location  License (the  "License")  made as of the 1st day of
March,  2000, by and between  Switch & Data  Facilities  Company LLC, a Delaware
limited liability company, having an address at 1715 North Westshore, Suite 525,
Tampa FL 33607 ("S&DFC") and RateXchange,  Inc., a Delaware Corporation,  having
an address at 185 Berry St., Suite 3515, San Francisco, CA 94107 ("Licensee").

                                   WITNESSETH:

          WHEREAS, S&DFC and the landlord(s) (each a "Prime Landlord") listed in
the  attached  Colocation  Schedules  have  entered  into leases  (each a "Prime
Lease") covering the leasing of portions of office buildings (each a "Building")
located at the sites listed in the attached Colocation Schedules

          WHEREAS, Licensee wishes to operate its computer and/or communications
systems  located  at the  S&DFC  premises  in the sites  listed in the  attached
Colocation  Schedules,  and S&DFC is willing to grant to Licensee  an  exclusive
license to use a portion of the S&DFC premises for such purposes under the terms
and conditions contained herein.

          NOW, THEREFORE,  in consideration of the mutual promises and covenants
hereinafter contained and for other good and valuable  consideration,  S&DFC and
Licensee hereby agree as follows:

1.   Use of Space. Licensee shall use a part (such part, the "Space") of each of
     the various S&DFC premises (the "Premises") in each Building to accommodate
     the  number of  equipment  cabinets  or the  square  footage  listed in the
     attached  Colocation  Schedules.  S&DFC reserves the right to designate the
     exact  location of the Space  within the  respective  Premises.  S&DFC will
     supply  power of the type and in the amount  designated  in Exhibit B. Each
     Space shall be used solely for the  installation and operation of equipment
     as listed from time to time in related Exhibit A (the "Equipment List"), in
     connection  with  Licensee's  business,   to  the  extent  allowed  in  the
     applicable  Prime Lease.  Licensee  shall  provide  S&DFC at least 30 days'
     prior written notice of Licensee's intent to install  additional  equipment
     in a Space by way of an  amended  Exhibit A  listing  the  equipment  to be
     installed (the "Installation  Notice").  The amended Exhibit A shall become
     part of this License upon the expiration of such 30 day period unless S&DFC
     notifies  Licensee  in  writing  within 5  business  days of receipt of the
     Installation  Notice that the  installation  would  violate the  applicable
     Prime Lease. Any such notice by S&DFC shall include excerpts of the portion
     of Prime Lease that such  installation  is  purported  to violate to afford
     Licensee the opportunity to modify the  installation so that it will comply
     with the Prime Lease. Licensee covenants and agrees that Licensee shall not
     use  any  Space  for  any  other  purposes   whatsoever   unless  otherwise
     specifically authorized in writing by S&DFC. Licensee's use of the Space is
     to be conducted


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<PAGE>


License Agreement for RateXchange
S&DFC #136

     in  accordance  with  all  security  procedures  adopted  by  S&DFC.  It is
     expressly agreed that the License granted hereunder is an exclusive license
     to use each Space. S&DFC may, at its option, elect by notice to Licensee to
     substitute  for a Space  other  space in the same  Building  designated  by
     S&DFC,  provided that the substitute space contain approximately equal area
     and have substantially  similar  configuration.  All expenses for such move
     will be borne entirely by S&DFC.  This License is and at all times shall be
     subject and subordinate to the Prime Leases.

2.   Prohibited Uses.  Licensee shall not at any time use or allow any person to
     use any  Space or do or  permit  anything  to be done or kept in or about a
     Space that:  (a)  violates  any  certificate  of occupancy in force for the
     applicable  Building,  provided that S&DFC has previously provided Licensee
     with a copy of such certificate; (b) causes or is likely to cause damage to
     a Building, a Space, or any equipment, facilities or other systems therein;
     (c)  constitutes  a  violation  of any legal  requirement;  (d)  violates a
     requirement or condition of the standard fire  insurance  policy issued for
     office or data  processing  buildings in the cities  listed in the attached
     Colocation  Schedules or, in the absolute  judgment of S&DFC constitutes an
     extra-hazardous  condition;  (e)  constitutes  a  nuisance,   annoyance  or
     inconvenience to other lessees, licensees or occupants of a Building or any
     portion of the Premises or interferes with or disrupts the use or occupancy
     of any  area of the  Building  or any  portion  of the  Premises  by  other
     lessees,   licensees  or  occupants  of  such  Building  or  Premises;  (f)
     interferes with the computer or telecommunications operations of a Building
     or  Premises;  (g)  constitutes  an  unlawful,   immoral  or  objectionable
     occurrence  or condition;  or (h) violates any provision of the  applicable
     Prime Lease.

3.   Services Provided.  S&DFC shall provide certain support (collectively,  the
     "Services")  for the  Licensee's  equipment  installed  in the  Space:  (1)
     installation  support  including  necessary power  connections,  floor tile
     cutouts,  installation  of ceiling  conduit,  and  equipment  and  terminal
     connections as detailed in the Installation  Support Work schedule attached
     hereto  as  Exhibit  B  and  incorporated  herein  by  reference;  and  (2)
     environmental  control  including  an  air  conditioned   environment  with
     controlled  access  for  operation  on  shared,  no-wall  basis,  including
     adequate UPS backed electricity,  generator backed electricity, or building
     standard  commercial  power and computer air  conditioning.  Any additional
     services  other than the Services  thus defined and the fees to be paid for
     such additional  services are subject to written  amendment of this License
     upon mutual  agreement  between S&DFC and Licensee.  Licensee  acknowledges
     that  S&DFC may  temporarily  interrupt  the  Services  for the  reasons of
     mandate by law,  utility  stoppage  beyond its control,  or inspection  and
     repair  required to operate  and  maintain  the  plumbing,  mechanical  and
     electrical  systems of the Building.  S&DFC shall endeavor to provide prior
     written notice to Licensee of such scheduled inspections and repairs.

4.   Floor  Load.  Licensee  shall  not place a load upon any floor of the Space
     that exceeds  either the load per square foot which such floor was designed
     to carry (100+ lbs. per square foot) or that which is allowed by law. S&DFC
     reserves the right to prescribe  the weight and position of all  equipment.
     Licensee shall be responsible  for the costs of engineering  evaluation and
     installation  of floor  supports,  if  necessary  for  batteries  and other
     equipment exceeding floor


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License Agreement for RateXchange
S&DFC #136

     load specifications.

5.   Equipment  Installation  and Removal.  Licensee shall provide the equipment
     installation  work. Prior to the expiration of this License,  Licensee,  at
     its expense,  shall remove from each Space, all of Licensee's property, and
     Licensee  shall repair any damage to each Space or the  Building  resulting
     from the installation or removal of Licensee's property.

6.   Term.  The initial  term of this License (the "Term") is thirty (30) months
     commencing March 13, 2000 (the "Commencement Date"). After the Commencement
     Date, S&DFC shall execute a Memorandum of License Commencement, which shall
     specify the calendar dates of the Commencement Date and the expiration date
     (the  "Expiration  Date") of the Term.  The failure by S&DFC or Licensee to
     execute a Memorandum of License  Commencement  shall not affect the setting
     of the Commencement Date. Unless one party notifies the other of its intent
     to terminate the License at least six (6) months prior the end of the Term,
     the  License  shall  continue  for  consecutive  one-year  terms upon which
     continuance  termination  of the License by either  party shall  require at
     least six (6) month's prior written notice.

7.   Additional Space.  S&DFC  acknowledges  that Licensee  anticipates that its
     need for space shall grow at each Premises.  Licensee,  during the Term and
     each  additional  monthly  lease  term  thereafter  (if any)  agrees (i) to
     reserve as long as is commercially  reasonable  additional contiguous space
     of the same square footage as each Space (each an "Expansion  Space"),  and
     (ii) not to rent any Expansion Space unless and until (a) another potential
     lessee has offered to lease such  Expansion  Space,  (b) S&DFC has notified
     Licensee  of  such  other  potential  lessee's  interest  and  offered  the
     Expansion  Space to Licensee,  and (c) Licensee has declined such Expansion
     Space.

8.   License Fees. As consideration  for the License Licensee shall pay to S&DFC
     fees (the "License Fees,") as detailed in Exhibit D. All recurring Licensee
     Fees and  one-time  fees  are due and  payable  20 days  after  receipt  of
     invoice.  In addition to any fees specified herein,  Licensee shall also be
     responsible for the payment of sales and/or use taxes,  if any,  imposed by
     any governmental authority or agency in connection with the license granted
     here or services performed hereunder.  Any additional  services,  including
     additional  equipment operation to be performed by S&DFC for Licensee which
     are  not  covered  by this  License  and  the  consideration  to be paid by
     Licensee  for such  additional  services  shall be  subject  to the  mutual
     agreement of S&DFC and  Licensee and shall be set forth in writing.  In the
     event that Licensee fails to pay the License Fees set forth in this Section
     7 within ten days (10) after such payment is due, then  Licensee  shall pay
     S&DFC a late  charge  equal to 5% of such  past due  payment  as an  agreed
     liquidated  amount as compensation  for S&DFC's  additional  administrative
     expense relating to such late payment.

9.   Power. Licensee shall pay S&DFC charges for electrical power as detailed in
     Exhibit C. Payments shall be made in accordance with Paragraph 7 above.

10.  Security  Deposit.  Collection and retention of any security deposit of any
     kind is waived for each and every Space licensed hereby.

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<PAGE>


License Agreement for RateXchange
S&DFC #136

11.  Insurance.  During  the  Term,  S&DFC  shall  maintain  All  Risk  casualty
     insurance,  covering  each S&DFC  Premises in each  Building  insuring such
     Premises  in the  amount of its full  replacement  value.  During the Term,
     Licensee  shall  maintain,  at its  expense,  All Risk  casualty  insurance
     covering Licensee's property in the amount of its replacement value. During
     the Term,  S&DFC shall maintain  public  liability  insurance  covering the
     S&DFC  Premises  in each  Building  insuring  against all hazards and risks
     customarily  insured  against  by  persons  operating  data  communications
     buildings.  Licensee,  at its expense,  shall maintain, at all times during
     the  Term,  comprehensive  general  liability  insurance,   written  on  an
     occurrence basis with blanket contractual liability coverage,  with respect
     to use of the  Space and  operation  of  business  therein,  with  combined
     single-limit  coverage  of not less  than  Five  Hundred  Thousand  Dollars
     ($500,000).  S&DFC may  increase  the  policy  amount to be  maintained  by
     Licensee under this Section 10 as S&DFC reasonably deems necessary in order
     to maintain adequate liability coverage. The certificate of insurance for a
     Space shall be  delivered  to S&DFC prior to  installation  of equipment in
     such Space.  The certificates of insurance shall show that the insurance is
     prepaid, and in full force and effect. Insurance coverage for a Space shall
     not be canceled,  non-renewed or decreased during the Term without at least
     thirty  (30)  days  prior  written  notice  to S&DFC.  The  maintenance  of
     insurance  by  Licensee  shall in no way  limit or  affect  the  extent  of
     Licensee's liability.

12.  Indemnity.  Licensee  shall  indemnify and hold harmless  S&DFC against all
     claims, suits,  expenses losses,  liabilities or damages resulting from any
     breach by Licensee of any  material  provision  of this License or from any
     negligence,  gross  negligence  or willful  misconduct  of Licensee.  S&DFC
     shall,  subject of Section 12 below,  indemnify and hold harmless  Licensee
     against  all  claims,  suits,  expenses,  losses,  liabilities  or  damages
     directly  resulting  from a  material  breach  by  S&DFC  of  any  material
     provision of this License due to gross negligence or willful  misconduct of
     S&DFC.

13.  Limitation  of  Liability.  Notwithstanding  Section 11 above,  in no event
     shall S&DFC be liable for (i) lost profits, lost information or any damages
     to Licensee or any of Licensee's  customers' business or property caused by
     any error in judgment of, or any action taken or omitted by, S&DFC,  or any
     interruption  of the  Services,  unless  such  error,  action,  omission or
     interruption  constitutes  or  results  from  gross  negligence  or willful
     misconduct of S & DFC; or special, consequential  or punitive  damages as a
     result of its performance or  nonperformance  of this License.  S&DFC shall
     not be liable for any  claims,  suits,  expenses,  losses,  liabilities  or
     damages caused by Licensee's failure to perform its responsibilities  under
     this License or by failure of S&DFC to fulfill its  obligations  under this
     License due to causes  beyond its control,  including,  but not limited to;
     defects in computer  and/or  communications  systems  provided by Licensee,
     acts of God,  interruption  of power or other  utilities,  interruption  of
     transportation  or  communication  services,  acts  of  civil  or  military
     authority,  national emergencies,  or strike.  Licensee shall not be liable
     for its failure to perform its  non-monetary  obligations  hereunder due to
     causes  beyond  its  control,  including  but  not  limited  to,  defective
     telecommunication  systems or equipment provided by Licensee,  acts of God,
     interruption of power or other utilities, interruption of transportation or
     communication  services,  acts of civil  or  military  authority,  national
     emergencies or strike. In the event S&DFC is found to be liable for claims,
     suits, expenses, losses, liabilities or


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License Agreement for RateXchange
S&DFC #136

     damages pursuant to this Section 12, S&DFC's  liability per wrongful action
     or  inaction  of S&DFC  shall be the  least of (a) the  provable  amount of
     actual damages  directly  incurred from such action or inaction,  or (b) in
     the case of services  interruption,  the amount of the monthly fees paid by
     Licensee to S&DFC  prorated by the number of days in which the Services are
     interrupted,  or (c) the amount of the  monthly  fees paid by  Licensee  to
     S&DFC. In no event shall S&DFC's liability be greater than the monthly fees
     it receives.

14.  Confidentiality.   Each  party,  for  itself,  its  agents,  employees  and
     representatives  agrees  that it  will  not  divulge  any  confidential  or
     proprietary  information which it receives from the other party,  except as
     may be required in the performance of the Services or the implementation of
     the project  with respect to which the  Services  are  rendered;  provided,
     however,  that no  liability  shall  arise  hereunder  as a  result  of the
     dissemination of any information which (i) was in the possession or control
     of one party  prior to the date of  disclosure  to that  party by the other
     party  hereunder,  or (ii) was in the  public  domain or enters  the public
     domain through no improper act by the party to which such  information  was
     disclosed  or any of  that  party's  agents  or  employees,  or  (iii)  was
     rightfully given to a party by a source independent of the other party, and
     provided  further,  that each party  shall be  permitted  to  disclose  any
     information  to the  extent  required  by  applicable  law or  governmental
     authorities.

15.  Binding Agreement; Assignment. This License shall be binding upon and inure
     to the benefit of the parties  hereto and their  respective  successors and
     assigns, except that Licensee shall not be permitted to assign this License
     or any interest  herein without the prior written  consent of S&DFC,  which
     consent  shall not be  unreasonably  withheld.  Licensee  shall not pledge,
     mortgage  or encumber  this  License or any  interest  herein and shall not
     (without  the prior  written  consent of S&DFC)  assign this License or any
     interest  herein or permit any other  person or entity to occupy any Space.
     Licensee shall reimburse S&DFC on demand for any reasonable  costs that may
     be  incurred  by  S&DFC  in  connection   with  any  proposed   assignment.
     Notwithstanding  any assignment,  Licensee will remain fully liable for the
     payment of fees and for the  performance  of all the other  obligations  of
     Licensee contained in this License.  The consent by S&DFC to any assignment
     shall not relieve Licensee of the obligation to obtain the consent of S&DPC
     to any future assignment.

16.  Cooperation  of  Licensee.  Licensee  shall fully  cooperate  with S&DFC in
     connection with S&DFC's  performance of the Services.  Licensee shall, with
     reasonable promptness, provide all information reasonably required by S&DFC
     for  its   performance   of  the  services,   and  shall  make   designated
     representatives available for regular consultation at such times and places
     as S&DFC shall reasonably request.

17.  No Agency  Relationship  Implied. It is acknowledged and agreed by Licensee
     that  S&DFC  performs  the  Services  hereunder  solely  as an  independent
     contractor and that no joint venture,  partnership,  employment,  agency or
     other  relationship is intended,  accomplished or embodied in this License.
     S&DFC shall have the sole and exclusive right to supervise, manage, control
     and direct its performance of this License.

18.  Default.  In the event  Licensee  fails to pay monthly or other fees within
     fifteen (15) days of S&DFC's  written  notice to Licensee of its failure to
     pay when due and demand for the


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License Agreement for RateXchange
S&DFC #136

     immediate payment thereof, S&DFC may at its sole discretion take any or all
     of the following actions:  i) prohibit  Licensee's access to the Space; ii)
     turn off  electricity;  iii)  restrict  vendor access to work on Licensee's
     equipment  and/or  circuits or iv)  terminate  this  License.  In the event
     Licensee  fails to  perform  or  comply  with any other  provision  of this
     License  within ten (10) days of S&DFC's  written notice to Licensee of its
     failure  to so  perform  or  comply,  S&DFC  may  terminate  this  License.
     Additionally,  in the event of  Licensee's  default  under this License and
     failure to cure such  default  within  the time  periods  specified,  Prime
     Landlord  may also  terminate  this  License.  Licensee  shall in any event
     remain  fully  liable for  damages as  provided by law and or all costs and
     expenses incurred by S&DFC on account of such default, including reasonable
     attorneys'  fees.  Licensee's  obligation  to pay all fees and charges that
     have been accrued shall survive any termination of this License.

19.  Termination of License.  If (a) S&DFC  exercises its right to terminate the
     License pursuant to Section 17 above, or (b) Prime Landlord terminates this
     License  pursuant to Section 17 above, or (c) the Term of the License shall
     expire, then in each such case, Licensee shall promptly quit and peacefully
     surrender the Space to S&DFC,  and S&DFC may recover the Space,  by summary
     proceedings  or any action or  proceeding,  and remove  all  occupants  and
     property from the Space. In the event the License should  terminate due the
     a Prime  Landlord's  termination  of the Prime Lease  before the end of the
     Term,  Licensee  shall be  forgiven  any unpaid  portion of the  Cumulative
     License Fee (as defined in Exhibit D) in excess of the license fees due for
     the period of actual  occupancy in such Space. If the Space is not promptly
     surrendered  upon the  expiration  or earlier  termination  of the License,
     Licensee hereby  indemnifies  S&DFC against loss,  cost,  expense,  damage,
     claim or liability,  including  reasonable  attorneys fees,  resulting from
     delay by  Licensee in so  surrendering  the space.  Licensee's  obligations
     under this Section 18 shall survive the expiration or early  termination of
     the License.

20.  Notices.  All  notices,  reports,  requests or other  communications  given
     pursuant to this  License  shall be made in writing,  shall be delivered by
     hand delivery,  overnight  courier  service or fax, shall be deemed to have
     been duly given when delivered, and shall be addressed as follows:

         To Licensee:                      To S&DFC:

         RateXchange, Inc.                 Switch and Data Facilities, Co.
         185 Berry Street, Suite 3515      1715 North Westshore Drive, Suite 525
         San Francisco, CA 94107           Tampa, FL 33607

         Attn: Chief Operating Officer     Attn: George Pollock
         Fax: (415) 371-9801               Fax: (813) 281-0340

      Or to such other  location as to which S&DFC or Licensee  shall notify the
      other via certified mail, return receipt requested.

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License Agreement for RateXchange
S&DFC #136

20.  Governing Law. The rights and obligations of the parties under this License
     shall be governed by and construed and enforced in accordance with the laws
     of the  State  of New York  without  giving  effect  to  conflicts  of laws
     provisions.

21.  Entire  Agreement.  The License  constitutes the entire  agreement  between
     S&DFC and Licensee  with respect to the use of the Space and the  Services,
     and  may  be  modified  only  by a  written  instrument  signed  by a  duly
     authorized  officer on behalf of each party. No representation or statement
     not  contained in this License shall be binding upon S&DFC as a warranty or
     otherwise.

         IN WITNESS  WHEREOF,  the parties hereto have caused this License to be
     duly executed by their respective authorized  signatories as of the day and
     year first above written.

     LICENSEE:                             RateXchange, Inc.,
                                           a Delaware corporation

                                           By  /s/ D. H. Sledge
                                               ----------------

                                           Name:  D. H. Sledge
                                                  ------------

                                           Title:  Chairman/CEO
                                                  -------------
     S&DFC:                                Switch & Data Facilities Company LLC,
                                           a Delaware limited liability company

                                           By  /s/ Stephen B. Kelly
                                               --------------------
                                           Name:  Stephen B. Kelly
                                                  ----------------
                                           Title:  Manager
                                                   -------
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License Agreement for RateXchange
S&DFC #136

                             SCHEDULE OF ATTACHMENTS

Exhibit A-1 Equipment List - New York, New York
Exhibit A-2 Equipment List - Vienna, Virginia
Exhibit A-3 Equipment List - Miami, Florida,
Exhibit A-4 Equipment List -- San Jose, California
Exhibit A-5 Equipment List -- Atlanta, Georgia
Exhibit A-6 Equipment List -- Seattle, Washington
Exhibit A-7 Equipment List -- Los Angeles, California

Exhibit B Installation Support Work

Exhibit C Support Services and Miscellaneous Charges

Exhibit D Roll-Out Schedule and Total Contract Value

Colocation Schedule I -- New York City
          New York City Exhibit I -- Space Diagram

Colocation Schedule II-- Vienna
          Vienna Exhibit I -- Space Diagram

Colocation Schedule III -- Miami
          Miami Exhibit I -- Space Diagram

Colocation Schedule IV -- San Jose
          San Jose Exhibit I -- Space Diagram

Colocation Schedule V -- Atlanta
          Atlanta Exhibit I -- Space Diagram

Colocation Schedule VI -- Seattle
          Seattle Exhibit I -- Space Diagram

Colocation Schedule VII-- Los Angeles
          Los Angeles Exhibit I -- Space Diagram

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License Agreement for RateXchange
S&DFC#136

                                   EXHIBIT A-1

                                 EQUIPMENT LIST

                               NEW YORK, NEW YORK

                             S&DFC Site #032-001-136

                          (To Be Provided by Licensee)



Licensee's Name: RateXchange, Inc.

By (signature): ______________________                     Date:  ______________

Name:  ____________________________

Title:    ____________________________
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
City/Site          Cabinet ID       Equipment ID     Power (Kva)     Heat (BTU)       Size (HxWxD)     Weight
                                                                                                       (pounds)
----------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>              <C>             <C>              <C>              <C>

----------------------------------------------------------------------------------------------------------------------
</TABLE>



Multi-Site License                 Page 9 of 34                     License Form
<PAGE>

License Agreement for RateXchange
S&DFC#136

                                   EXHIBIT A-2

                                 EQUIPMENT LIST

                                VIENNA, VIRGINIA

                             S&DFC Site #046-001-136

                          (To Be Provided by Licensee)



Licensee's Name: RateXchange, Inc.

By (signature):______________________                      Date:  ______________

Name:  ____________________________

Title:    ____________________________

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
City/Site          Cabinet ID       Equipment ID     Power (Kva)     Heat (BTU)       Size (HxWxD)     Weight
                                                                                                       (pounds)
----------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>              <C>             <C>              <C>              <C>

----------------------------------------------------------------------------------------------------------------------
</TABLE>



Multi-Site License                 Page 10 of 34                    License Form

<PAGE>

License Agreement for RateXchange
S&DFC#136

                                   EXHIBIT A-3

                                 EQUIPMENT LIST

                                 MIAMI, FLORIDA

                             S&DFC Site #009-001-136

                          (To Be Provided by Licensee)



Licensee's Name: RateXchange, Inc.

By (signature):______________________                      Date:  ______________

Name:  ____________________________

Title:    ____________________________

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
City/Site          Cabinet ID       Equipment ID     Power (Kva)     Heat (BTU)       Size (HxWxD)     Weight
                                                                                                       (pounds)
----------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>              <C>             <C>              <C>              <C>

----------------------------------------------------------------------------------------------------------------------
</TABLE>


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<PAGE>

License Agreement for RateXchange
S&DFC#136

                                   EXHIBIT A-4

                                 EQUIPMENT LIST

                              SAN JOSE, CALIFORNIA

                             S&DFC Site #005-002-136

                          (To Be Provided by Licensee)



Licensee's Name: RateXchange, Inc.

By (signature):______________________                      Date:  ______________

Name:  ____________________________

Title:    ____________________________

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
City/Site          Cabinet ID       Equipment ID     Power (Kva)     Heat (BTU)       Size (HxWxD)     Weight
                                                                                                       (pounds)
----------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>              <C>             <C>              <C>              <C>

----------------------------------------------------------------------------------------------------------------------
</TABLE>


Multi-Site License                  Page 12 of 34                   License Form


<PAGE>


License Agreement for RateXchange
S&DFC#136

                                   EXHIBIT A-5

                                 EQUIPMENT LIST

                                ATLANTA, GEORGIA

                             S&DFC Site #010-001-136

                          (To Be Provided by Licensee)



Licensee's Name: RateXchange, Inc.

By (signature):______________________                      Date:  ______________

Name:  ____________________________

Title:    ____________________________

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
City/Site          Cabinet ID       Equipment ID     Power (Kva)     Heat (BTU)       Size (HxWxD)     Weight
                                                                                                       (pounds)
----------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>              <C>             <C>              <C>              <C>

----------------------------------------------------------------------------------------------------------------------
</TABLE>

Multi-Site License                  Page 13 of 34                   License Form


<PAGE>


License Agreement for RateXchange
S&DFC#136

                                   EXHIBIT A-6

                                 EQUIPMENT LIST

                               SEATTLE, WASHINGTON

                             S&DFC Site #047-001-136

                          (To Be Provided by Licensee)



Licensee's Name: RateXchange, Inc.

By (signature):______________________                      Date:  ______________

Name:  ____________________________

Title:    ____________________________
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
City/Site          Cabinet ID       Equipment ID     Power (Kva)     Heat (BTU)       Size (HxWxD)     Weight
                                                                                                       (pounds)
----------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>              <C>             <C>              <C>              <C>

----------------------------------------------------------------------------------------------------------------------
</TABLE>


Multi-Site License                  Page 14 of 34                   License Form

<PAGE>


License Agreement for RateXchange
S&DFC#136

                                   EXHIBIT A-7

                                 EQUIPMENT LIST

                             LOS ANGELES, CALIFORNIA

                             S&DFC Site #005-001-136

                          (To Be Provided by Licensee)



Licensee's Name: RateXchange, Inc.

By (signature):______________________                      Date:  ______________

Name:  ____________________________

Title:    ____________________________
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
City/Site          Cabinet ID       Equipment ID     Power (Kva)     Heat (BTU)       Size (HxWxD)     Weight
                                                                                                       (pounds)
----------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>              <C>             <C>              <C>              <C>

----------------------------------------------------------------------------------------------------------------------
</TABLE>


Multi-Site License               Page 15 of 34                      License Form

<PAGE>


License Agreement for RateXchange
S&DFC #136

                                    EXHIBIT B

                            INSTALLATION SUPPORT WORK

S&DFC will provide the following Installation Services:

1.    Site Preparation-- S&DFC shall:

      1.1.construct  cages to enclose  Licensee's  Spaces as  designated  in the
          attached Colocation Schedules.

      1.2.provide circuit  convenience outlets within the vicinity of Licensee's
          location.

      1.3.supply  overhead cable ladders in proximity to Licensee's cage for the
          running of communication circuits.

      1.4.supply  Licensee's  cage with five (5) 30 amp DC  circuit(s)  with A/B
          feeds.

2.    Equipment

      2.1. Licensee is responsible for all equipment installation.

      2.2. Licensee will provide cabinets at its own expense.

      2.3.     Licensee to install cabinets at its own expense.


Multi-Site License                Page 16 of 34                     License Form


<PAGE>


License Agreement for RateXchange
S&DFC #136

                                    EXHIBIT C

                   SUPPORT SERVICES AND MISCELLANEOUS CHARGES

1.    S&DFC  will  supply  technical  support  using  the  Hands,  Eyes and Ears
      approach. This approach will consist of the following:

      1.1. Reporting  of the  visual  status of  lights,  switches  and  printed
           outputs.

      1.2. Re-setting of equipment,  cycle power, review connectors for physical
           integrity.

      1.3. Reporting to the Licensee any equipment alarms.

      1.4. Swapping of cards and/or plug-ins under Licensee supervision.

      1.5. At Licensee's request, S&DFC will provide cabling support.

2.    S&DFC will charge on an hourly basis;  the actual rate will vary according
      to location.

      2.1. Minimum charge of 1 hour.

           2.1.1. Normal business hours: $60/hr

           2.1.2. Nights and weekends: $100/hr


      2.2. If the hands,  eyes and ears  approach  does not remedy the problems,
           the  Licensee  may bring in  Sub-Contractors  to  perform  additional
           support services.

           2.2.1.  At the  Licensee's  request,  S&DFC  may  provide  a list  of
               recommended Sub-Contractors for each facility.

           2.2.2. Where the Licensee directs S&DFC to bring in an outside vendor
               for  equipment  repair or  reconfiguration  this  expense will be
               billed directly to the Licensee by the vendor.

3.    Flat Fee Power Charges-- specifications to be provided by Licensee

           1.  Non-UPS  backed  power  is  charged  at 70% x $12.00 x per amp of
               circuit capacity.

           2.  UPS backed  power is charged at 70% x $18.00 x per amp of circuit
               capacity.

           3.  DC  power  is  charged  at 70% x  $12.00  x per  amp  of  circuit
               capacity.

           4.  Rate  Increases:  In the event that power rates  charged  S&DFIL1
               increase more than 10% above current  levels,  S&DFC reserves the
               right to increase the rate proportionately.

4.    Cable/Cross Connection Fees

           1.  Direct Connection Fees

               Cable charges are the  responsibility  of the Licensee and may be
               directly negotiated with the carrier concerned. Within each S&DFC
               facility, the following cross connection fees apply:

               To Carriers:                    Currently no charge
               To other Licensees:            $30.00 per month


Multi-Site License                 Page 17 of 34                    License Form


<PAGE>


License Agreement for RateXchange
S&DFC #136

                                EXHIBIT C (con't)

          2.  Cross-Connect Fees

              Within each S&DFC facility, the  following  cross connection  fees
              apply:

              Install fee per DS1:          $25.00
              Install fee per DS3:          $75.00
              Install fee per OCX:          $250.00
              DS 1 monthly charge:          $40.00
              DS3 monthly charge:           $80.00
              OCX monthly charge:           $125.00


Multi-Site License                 Page 18 of 34                    License Form


<PAGE>


License Agreement for RateXchange
S&DFC #136

                                    EXHIBIT D

                   ROLL-OUT SCHEDULE AND TOTAL CONTRACT VALUE

Licensee  will notify  S&DFC in writing at least 100 days prior to its  intended
date of occupancy in any particular  Space for the particular  Space in which it
is  prepared  to  install  equipment.  In  the  event  Licensee  desires  to (i)
substitute a Space in another S&DFC Premises not originally contemplated by this
Agreement, or (ii) occupy a Space in another S&DFC Premises in addition to those
contemplate  by this  Agreement,  approval  by  S&DFC  to such  substitution  or
addition  shall  not be  unreasonably  withheld.  Regardless  of city  selected,
Licensee agrees to pay S&DFC at least the Cumulative License Fees as follows:

1.    License Fees.

      1.1. Cumulative  License Fee.  Licensee  will accrue a minimum  cumulative
           license fee in the amount of Nine Hundred Thirty Six Thousand Dollars
           ($936,000) as payment in full for the License, in accordance with the
           terms set forth in Section 7 of the Agreement and in this Exhibit D.

      1.2. Base Fee. Licensee shall accrue a monthly base license fee (the "Base
           License  Fee") for each  calendar  month during the Term equal to the
           sum of the  license  fees due for each  Space  occupied  during  such
           month. For this purpose, the license fee for each Space for any month
           shall be the  amount  equal to the  number  of square  feet  occupied
           during such month multiplied by the  rate-per-square-foot  applicable
           to such Space, prorated for months of partial occupancy.

      1.3. Minimum  Intermediate License Fee Payments.  Licensee,  regardless of
           actual  occupancy  in the various  Spaces,  shall accrue at least the
           following portions of the Cumulative License Fee by the dates (each a
           "Milestone Date") indicated below:

           1.3.1. By the date 12 months after the date on which  Licensee  first
                  installs  equipment in a Space (the "Initial Occupancy Date"),
                  Two Hundred Thirty-Four Dollars ($234,000);

           1.3.2. By the date 18 months  after the Initial  Occupancy  Date,  an
                  additional Two Hundred Thirty-Four Dollars ($234,000);

           1.3.3. By the last  date of the  Term,  an  additional  Four  Hundred
                  Sixty-Eight Dollars ($468,000).

      1.4. Milestone Date Accruals.  In the event that on any Milestone Date the
           cumulative  license  fees accrued by virtue of actual  occupancy  are
           less than the amounts set forth in Sections 1.3.1,  1.3.2, and 1.3.3,
           as applicable, the shortfall shall immediately accrue, and be treated
           as a prepayment of rent for the subsequent period, if any.


Multi-Site License                 Page 19 of 34                    License Form


<PAGE>


License Agreement for RateXchange
S&DFC #136

                                                 EXHIBIT D (con't)



1.    Standard Install Fees

      1.1. Based on S&DFC's standard installation policies, Licensee will pay to
           S&DFC the following installation fee per site: ........... $15,600.00

2.    Security Deposit

      2.1. Waived in all cities


Multi-Site License                 Page 20 of 34                    License Form


<PAGE>


License Agreement for RateXchange
S&DFC #136

                              COLOCATION SCHEDULE I
                               NEW YORK, NEW YORK

                                Site #032-001-136

THIS  COLOCATION  SCHEDULE  shall  be  attached  to and  become  a  part  of the
COLOCATION LICENSE dated the 1st of March 2000 ("License") by and between Switch
and Data Facilities Company LLC ("S&DFC") and RateXchange, Inc. ("Licensee").

WHEREAS,  Switch & Data NY One,  LLC ("S&DNY  1,"),  and A.M.  Property  Holding
Corporation  as Agent for 65 Broadway Co., LLC ("Prime  Landlord")  have entered
into a lease  covering  the  leasing  of a portion of the 2nd floor of an office
building located at 65 Broadway, New York, NY 10006 ("Prime Lease").

WHEREAS,  Licensee wishes to operate its computer and/or communications  systems
located at the S&DNY1 premises in 65 Broadway,  New York, NY 10006 ("Premises"),
S&DNY1 hereby grants to Licensee a nonexclusive  license to use a portion of the
Premises for such purposes under the terms and conditions  contained  herein and
in the License.

WITNESSETH:

NOW,   THEREFORE,   in  consideration  of  the  mutual  promises  and  covenants
hereinafter contained and for other good and valuable consideration,  S&DNY1 and
Licensee hereby agree as follows:

1.    Space.  Licensee  shall use a part of S&DNY1  Premises  (the  "Space")  to
      accommodate  Equipment located in the Space(s) designated in New York City
      Exhibit I, comprising 200 sq. ft. S&DNY1 will supply power of the type and
      in the  amount  designated  in  Exhibit  B.  Space  shall be  equipped  as
      designated in Exhibit B.

2.    License Fees.  Licensee  shall pay to S&DNY1 the  following  fees (License
      Fees) for the  License  granted and the  Services  provided  hereunder  by
      S&DNY1: (i) commencing on the Commencement Date, License Fees of $8,800.00
      per  month for the  Space as  provided  above;  (ii)  upon  initiation  of
      installation,  a one time payment of $15,600.00 for Installation  Services
      as provided above.

IN WITNESS WHEREOF, the parties hereto have duly executed this License as of the
day and year first above written.

RateXchange, Inc.                       Switch & Data NY One, LLC.

By:________________________________     By Switch & Data Facilities Company LLC,
              its general manager
                                                 By:____________________________

Name:  ____________________________              Name:  ________________________

Title:  _____________________________            Title:  _______________________


Date:  _____________________________             Date:  ________________________


Multi-Site License                 Page 21 of 34                    License Form

<PAGE>

 License Agreement for RateXchange
 S&DFC #136

                               NEW YORK EXHIBIT I

                                  SPACE DIAGRAM

Select one:

[ ]    Cabinets within common room

|X|   Caged space

[ ]   Separately demised space (dry-wall)


Multi-Site License                Page 22 of 34                     License Form


<PAGE>

License Agreement for RateXchange
S&DFC #136

                             COLOCATION SCHEDULE II
                                VIENNA, VIRGINIA

                             S&DFC Site #046-001-136

THIS  COLOCATION  SCHEDULE  shall  be  attached  to and  become  a  part  of the
COLOCATION LICENSE dated the 1st of March 2000 ("License") by and between Switch
and Data Facilities Co. ("S&DFC") and RateXchange, Inc. ("Licensee").

WHEREAS,  S&DFC,  dba Switch & Data VA One, LLC ("S&DVA1") and Tyco Road Limited
Partnership II c/o Cardinal  Management Corp. have entered into a lease covering
the leasing of a portion of the ground  floor of an office  building  located at
8502 Tyco Road, Vienna, VA 22182 ("Prime Lease").

WHEREAS,  Licensee wishes to operate its computer and/or communications  systems
located at the S&DVA1  premises  in 8502 Tyco Road  ("Premises"),  and S&DVA1 is
willing  to grant to  Licensee  a  nonexclusive  license to use a portion of the
S&DVA1  Premises  for such  purposes  under the terms and  conditions  contained
herein and in the License.

NOW,   THEREFORE,   in  consideration  of  the  mutual  promises  and  covenants
hereinafter contained and for other good and valuable consideration,  S&DVA1 and
Licensee hereby agree as follows:

1.    Space.  Licensee  shall use a part of S&DVA1  Premises  (the  "Space")  to
      accommodate Equipment located in the Space(s) designated in Vienna Exhibit
      I,  comprising 200 sq. ft. S&DVA1 will supply power of the type and in the
      amount  designated  in Exhibit B. Space shall be equipped as designated in
      Exhibit B.

2.    License Fees.  Licensee  shall pay to S&DVA1 the  following  fees (License
      Fees) for the  License  granted and the  Services  provided  hereunder  by
      S&DVA1: (i) commencing on the Commencement Date, License Fees of $7,600.00
      per  month for the  Space as  provided  above;  (ii)  upon  initiation  of
      installation,  a one time payment of $15,600.00 for Installation  Services
      as provided above.

IN WITNESS WHEREOF, the parties hereto have duly executed this License as of the
day and year first above written.


RateXchange, Inc.                      Switch & Data VA One, LLC
By:  _____________________________     By: Switch & Data Facilities Company LLC,
                                            its general manager

                                               By:  ____________________________

Name:  ___________________________             Name:  __________________________

Title:  __________________________             Title:  _________________________

Date:  ___________________________             Date:  __________________________


Multi-Site License                Page 23 of 34                     License Form


<PAGE>


  License Agreement for RateXchange
  S&DFC #136

                              VIENNA, VA EXHIBIT I

                                  SPACE DIAGRAM

Select one:

[ ]    Cabinets within common room

|X|   Caged space

[ ]   Separately demised space (dry-wall)


Multi-Site License                 Page 24 of 34                    License Form


<PAGE>


License Agreement for RateXchange
S&DFC #136

                             COLOCATION SCHEDULE III
                                 MIAMI, FLORIDA

                             S&DFC Site #009-001-136

THIS  COLOCATION  SCHEDULE  shall  be  attached  to and  become  a  part  of the
COLOCATION LICENSE dated the 1st of March 2000 ("License") by and between Switch
and Data Facilities Co. ("S&DFC") and RateXchange, Inc. ("Licensee").

WHEREAS,  S&DFC,  dba  Switch  & Data  Facilities  FL One,  LLC  ("S&DFL1")  and
Metromall Partners, LTD, a Florida Limited partnership have entered into a lease
covering the leasing of a portion of the 5th floor of an office building located
at 1 NE 1st Street, Miami, FL 33132 ("Prime Lease").

WHEREAS,  Licensee wishes to operate its computer and/or communications  systems
located at the S&DFL1  premises in 1 NE 1st Street  ("Premises"),  and S&DFL1 is
willing  to grant to  Licensee  a  nonexclusive  license to use a portion of the
S&DFL1  Premises  for such  purposes  under the terms and  conditions  contained
herein and in the License.

NOW,   THEREFORE,   in  consideration  of  the  mutual  promises  and  covenants
hereinafter contained and for other good and valuable consideration,  S&DFL1 and
Licensee hereby agree as follows:

1.    Space.  Licensee  shall use a part of S&DFL1  Premises  (the  "Space")  to
      accommodate  Equipment located in the Space(s) designated in Miami Exhibit
      I,  comprising 200 sq. ft. S&DFL1 will supply power of the type and in the
      amount  designated  in Exhibit B. Space shall be equipped as designated in
      Exhibit B.

2.    License Fees.  Licensee  shall pay to S&DFL1 the  following  fees (License
      Fees) for the  License  granted and the  Services  provided  hereunder  by
      S&DFL1: (i) commencing on the Commencement Date, License Fees of $7,600.00
      per  month for the  Space as  provided  above;  (ii)  upon  initiation  of
      installation,  a one time payment of $15,600.00 for Installation  Services
      as provided above.

IN WITNESS WHEREOF, the parties hereto have duly executed this License as of the
day and year first above written.

RateXchange, Inc.                  Switch & Data Facilities FL One, LLC
By:  __________________________        By: Switch & Data Facilities Company LLC,
                                       its general manager

                                       By:  _________________________________

Name:  ________________________        Name:  _______________________________

Title:  _______________________        Title:  ________________________________

Date:  ________________________        Date:  ________________________________


Multi-Site License                   Page 25 of 34                  License Form


<PAGE>


License Agreement for RateXchange
S&DFC #136

                                 MIAMI EXHIBIT I

                                  SPACE DIAGRAM

Select one:

[ ]    Cabinets within common room

|X|   Caged space

[ ]   Separately demised space (dry-wall)



Multi-Site License                   Page 26 of 34                  License Form


<PAGE>

License Agreement for RateXchange
S&DFC #136

                             COLOCATION SCHEDULE IV
                              SAN JOSE, CALIFORNIA

                             S&DFC Site #005-002-136

THIS  COLOCATION  SCHEDULE  shall  be  attached  to and  become  a  part  of the
COLACATION LICENSE dated the 1st of March 2000 ("License") by and between Switch
and Data Facilities Co. ("S&DFC") and RateXChange, Inc. ("Licensee").

WHEREAS,  S&DFC,  dba  Switch  and  Data Ca Two,  LLC.  ("S&DCA2"),  and  Kosich
Construction  Co. LP have entered into a lease (the "Prime Lease")  covering the
leasing of a portion of the floor of a building  located at 534 Stockton Avenue,
San Jose 95126-2430 (the "San Jose Premises").

WHEREAS,  Licensee wished to operate its computer and/or communications  systems
located at the San Jose premises at 534 Stockton Avenue ("Premises"), and S&DCA2
is willing  to grant to  Licensee  an  exclusive  license to use a portion  (the
"Space")  of the  Premises  for such  purposes  under the  terms and  conditions
contained herein and in the License.

                              W I T N E S S E T H:

NOW,   THEREFORE,   in  consideration  of  the  mutual  promises  and  covenants
hereinafter contained and for other good and valuable consideration,  S&DCA2 and
License hereby agree as follows:

      1.   Space,  Licensee  shall use a part (the  "Space") of the  Premises to
           accommodate  equipment located in the space(s) designated in San Jose
           Exhibit I,  comprising  200 sq. ft.  S&DCA2 will supply  power of the
           type and in the  amount  designated  in  Exhibit  B.  Space  shall be
           equipped as designated in Exhibit B.

      2.   License  Fees.  Licensee  shall  pay to  S&DCA2  the  following  fees
           (License  Fees) for the  License  granted and the  Services  provided
           hereunder by S&DCA2: (i) commencing on the Commencement Date, License
           Fees of  $7,600.00  per month for the Space as provided  above;  (ii)
           upon initiation of installation, a one time payment of $15,600.00 for
           Installation Services ad provided above.

IN WITNESS WHEREOF, the parties hereto have duly executed this License as of the
day and year first above written.

RateXChange, Inc..               Switch and Date CA Two, LLC.

By: ________________________        By: Switch & Data Facilities Company LLC its
                                             its general manager

                                    By _____________________________

Name: ______________________        Name: __________________________

Title: _____________________        Title: ___________________________

Date: ______________________        Date: ___________________________


Multi-Site License                  Page 27 of 34                   License Form


<PAGE>


License Agreement for RateXchange

S&DFC #136

                               SAN JOSE EXHIBIT I

                                  SPACE DIAGRAM

Select one:

[ ]  Cabinets within common room

[X]  Caged Space

[ ]  Separately demised space (dry-wall)


Multi-Site License                Page 28 of 34                     License Form


<PAGE>


License Agreement for RateXchange

S&DFC #136

                              COLOCATION SCHEDULE V
                                ATLANTA, GEORGIA

                             S&DFC Site #010-001-136

THIS  COLOCATION  SCHEDULE  shall  be  attached  to and  become  a  part  of the
COLOCATION LICENSE dated the 1st of March 2000 ("License") by and between Switch
and Data Facilities Co. ("S&DFC") and RateXChange, Inc. ("Licensee").

WHEREAS, S&DFC, dba Switch & Data GA One, LLC. ("S&DGA1"), and Peachtree Kessler
Lofts,  LLC dba Telecom  Tower have  entered  into a lease (the  "Prime  Lease")
covering  the leasing of a portion of the 6th floor of a building  located at 56
Marietta Street, Atlanta, GA 30303 (the "Atlanta Premises").

WHEREAS,  Licensee wishes to operate its computer and/or communications  systems
located at the  Atlanta  premises  at 56  Marietta  ("Premises"),  and S&DGA1 is
willing to grant to Licensee an exclusive license to use a portion (the "Space")
of the  Premises  for such  purposes  under the terms and  conditions  contained
herein and in the License.

                              W I T N E S S E T H:

NOW,   THEREFORE,   in  consideration  of  the  mutual  promises  and  covenants
hereinafter contained and for other good and valuable consideration,  S&DGA1 and
Licensee hereby agree as follows:

      3.   Space.  Licensee  shall use a part (the  "Space") of the  Premises to
           accommodate  equipment located in the space(s)  designated in Atlanta
           Exhibit I,  comprising  200 sq. ft.  S&DGA1 will supply  power of the
           type and in the amount  de4signated  in  Exhibit  B.  Space  shall be
           equipped ad designated in Exhibit B.

      4.   License  Fees.  Licensee  shall  pay to  S&DGA1  the  following  fees
           (License  Fees) for the  License  granted and the  Services  Provided
           hereunder by S&DGA1: (i) commencing on the Commencement Date, License
           Fees of  $7,600.00  per month for the Space as provided  above;  (ii)
           upon initiation of installation, a one time payment of $15,600.00 for
           Installation Services ad provided above.

IN WITNESS WHEREOF, the parties hereto have duly executed this License as of the
day and year first above written.

RateXChange, Inc..                 Switch and Date CA Two, LLC.

By: ____________________________    By: Switch & Data Facilities Company LLC its
                                              its general manager

                                     By _____________________________

Name: _________________________      Name: __________________________

Title: __________________________    Title: ___________________________

Date: __________________________     Date: ___________________________


Multi-Site License                  Page 29 of 34                   License Form


<PAGE>


License Agreement for RateXchange
S&DFC #136

                                ATLANTA EXHIBIT I

                                  SPACE DIAGRAM

Select one:

[ ]  Cabinets within common room

[X]  Caged Space

[ ]  Separately demised space (dry-wall)


Multi-Site License             Page 30 of 34                        License Form

<PAGE>

License Agreement for RateXchange
S&DFC #136

                             COLOCATION SCHEDULE VI
                               SEATTLE, WASHINGTON

                             S&DFC Site #047-001-136

THIS  COLOCATION  SCHEDULE  shall  be  attached  to and  become  a  part  of the
COLOCATION LICENSE dated the 1st of March 2000 ("License") by and between Switch
and Data Facilities Co. ("S&DFC") and RateXChange, Inc. ("Licensee").

WHEREAS,  S&DFC,  dba  Switch  and Data WA One,  LLC.  ("S&DWA1"),  and  Sixth &
Virginia  Properties have entered into a lease (the "Prime Lease")  covering the
leasing  of a portion  of the 13th  floor of a  building  located  at The Westin
Building, 2001 Sixth Avenue, Seattle, WA 98121 (the "Seattle Premises").

WHEREAS,  Licensee wishes to operate its computer and/or communications  systems
located at the Seattle premises at 2001 Sixth Avenue  ("Premises,  and S&DWA1 is
willing to grant to Licensee an exclusive license to use a portion (the "Space")
of the  Premises  for such  purposes  under the terms and  conditions  contained
herein and in the License.

                              W I T N E S S E T H:

NOW,   THEREFORE,   in  consideration  of  the  mutual  promises  and  covenants
hereinafter contained and for other good and valuable consideration,  S&DWA1 and
Licensee hereby agree as follows:

      5.   Space.  Licensee  shall use a part (the  "Space") of the  Premises to
           accommodate  equipment located in the space(s)  designated in Seattle
           Exhibit I,  comprising  200 sq. ft.  S&DWA1 will supply  power of the
           type and in the  amount  designated  in  Exhibit  B.  Space  shall be
           equipped ad designated in Exhibit B.

      6.   License  Fees.  Licensee  shall  pay to  S&DWA1  the  following  fees
           (License  Fees) for the  License  granted and the  Services  provided
           hereunder by S&DWA1: (i) commencing on the Commencement Date, License
           Fees of  $8,800.00  per month for the Space as provided  above;  (ii)
           upon initiation of installation, a one time payment of $15,600.00 for
           Installation Services as provided above.

IN WITNESS WHEREOF, the parties hereto have duly executed this License as of the
day and year first above written.

RateXChange, Inc..                    Switch and Date CA Two, LLC.

By: ____________________________        By: Switch & Data Facilities Company LLC
                                                 its general manager

                                        By _____________________________

Name: _________________________         Name: __________________________

Title: __________________________       Title: ___________________________

Date: __________________________        Date: ___________________________



Multi-Site License               Page 31 of 34                      License Form

<PAGE>

License Agreement for RateXchange
S&DFC #136

                                SEATTLE EXHIBIT I

                                  SPACE DIAGRAM

                                  Select one:

[ ]  Cabinets within common room

[X]  Caged Space

[ ]  Separately demised space (dry-wall)


Multi-Site License               Page 32 of 34                      License Form


<PAGE>


License Agreement for RateXchange

S&DFC #136

                             COLOCATION SCHEDULE VI

                             LOS ANGELES, CALIFORNIA

                             S&DFC Site #005-001-136

THIS  COLOCATION  SCHEDULE  shall  be  attached  to and  become  a  part  of the
COLOCATION LICENSE dated the 1st of March 2000 ("License") by and between Switch
and Data Facilities Co. ("S&DFC") and RateXChange, Inc. ("Licensee").

WHEREAS, S&DFC, dba Switch & Data CA One, LLC. ("S&DCA1"),  and Wells Fargo Bank
have entered into a lease (the "Prime Lease")  covering the leasing of a portion
of the LL1 floor of a building located at 1200 West 7th Street, Los Angeles,  CA
90017 (the "Los Angeles Premises").

WHEREAS,  Licensee wishes to operate its computer and/or communications  systems
located at the Los Angeles  premises at 1200 West 7th Street  ("Premises"),  and
S&DCA1 is willing to grant to  Licensee  an  exclusive  license to use a portion
(the "Space") of the Los Angeles  Premises for such purposes under the terms and
conditions contained herein and in the License.

                              W I T N E S S E T H:

NOW,   THEREFORE,   in  consideration  of  the  mutual  promises  and  covenants
hereinafter contained and for other good and valuable consideration,  S&DCA1 and
Licensee hereby agree as follows:

      7.   Space.  Licensee  shall use a part (the  "Space")  of the Los Angeles
           Premises to accommodate  equipment located in the space(s) designated
           in Los Angeles  Exhibit I,  comprising 200 sq. ft. S&DCA1 will supply
           powerof  the type and in the  amount  designated  in Exhibit B. Space
           shall be equipped ad designated in Exhibit B.

      8.   License  Fees.  Licensee  shall  pay to  S&DCA1  the  following  fees
           (License  Fees) for the  License  granted and the  Services  provided
           hereunder by S&DCA1: (i) commencing on the Commencement Date, License
           Fees of  $7,600.00  per month for the Space as provided  above;  (ii)
           upon initiation of installation, a one time payment of $15,600.00 for
           Installation Services as provided above.

IN WITNESS WHEREOF, the parties hereto have duly executed this License as of the
day and year first above written.

RateXChange, Inc..               Switch and Date CA Two, LLC.

By: ________________________        By: Switch & Data Facilities Company LLC its
                                             its general manager

                                    By _____________________________

Name: ______________________        Name: __________________________

Title: _____________________        Title: ___________________________

Date: ______________________        Date: ___________________________


Multi-Site License                  Page 33 of 34                   License Form


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License Agreement for RateXchange
S&DFC #136

                              LOS ANGELES EXHIBIT I

                                  SPACE DIAGRAM

Select one:

[ ]  Cabinets within common room

[X] Caged Space

[ ]  Separately demised space (dry-wall)


Multi-Site License                Page 34 of 34                     License Form