Exhibit 10.27
                                   MULTI SITE
                              COLOCATION COMMITMENT
                                    AGREEMENT

         This Agreement  ("Agreement') is made and entered into this 17th day of
February, 2000 by and between RateXchange,  a Delaware corporation  ("CUSTOMER")
and COLO.COM, a California corporation ("COLO").

         COLO builds,  operates and maintains  Neutral Central Offices  ("NCOs")
and provides  space in the NCOs as outsourced  facilities  for the deployment of
Customer's  networks.  COLO also  provides  a variety  of  services  to meet its
customers' needs.

         CUSTOMER desires to license space and receive services from COLO in the
NCOs, as and when space becomes available in specified locations.

CUSTOMER and COLO therefore agree as follows:

1.  CUSTOMER  irrevocably  agrees to a THREE  MILLION FIVE HUNDRED  THOUSAND AND
NO/100  DOLLARS  ($3,500,000.00)  revenue  commitment  to COLO for  Space at the
Premises (Space and Premises having the meaning as defined in COLO.COM Terms and
Conditions for Delivery of Service,  attached  hereto as Exhibit "B") and to pay
license  fees for the  Space(s)  for the time  periods  specified on Exhibit "A"
attached hereto and incorporated herein for all purposes, as and when said Space
becomes available.  If COLO is unable to have the Space ready within thirty (30)
days of the desired delivery date at any of the specified Premises, Customer, at
its sole discretion may elect to terminate its obligation for said Space at said
Premises and be relieved of any term and financial commitment for same. Customer
agrees to begin payment of entire revenue  commitment no later than December 31,
2000.

2. COLO will give  CUSTOMER 100 days advance  written  notice of the  activation
date for the Space(s) of each location,  and provide written confirmation of the
activation date every two weeks thereafter.  By making this commitment  CUSTOMER
agrees that it will pay the activation fee and the minimum  monthly  amounts for
the term shown on Exhibit "A".

3.  CUSTOMER's  use of the space and this Agreement will be governed by COLO.COM
Terms and  Conditions  for  Delivery  of Service a copy of which is  attached as
Exhibit "B".

4. COLO plans to build,  operate and  maintain  NCOs at the  locations  shown on
Exhibit "A" and will license to CUSTOMER  the minimum  amounts of space shown on
Exhibit "A" as and when the Space(s) becomes available.

5. This Agreement will be governed and  interpreted in accordance  with the laws
of the State of California. In the event legal action is brought to enforce this
Agreement the prevailing party shall be entitled to recover reasonable attorneys
fees and costs incurred in the action.

--------------------------------------------------------------------------------
RateXchange Multi Site Colocation Commitment Agreement               Page 1 of 1


<PAGE>

                  Upon  execution  of  this  Agreement  by the  duly  authorized
individuals of CUSTOMER and COLO the revenue commitment described herein becomes
effective as of the date stated above.

                                             COLO:

                                             COLO.COM,
                                             a California corporation

                                             By:  /s/ John F. Mevi, III
                                                  ------------------------------

                                             Printed Name:  John F. Mevi, III
                                                            --------------------

                                             Title:  VP, Sales

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


                                             CUSTOMER:

                                             RateXchange, Inc.
                                             a Delaware corporation

                                             By:  /s/ Paul A. Wescott, Jr.
                                                  ------------------------------

                                             Printed Name:  Paul A. Wescott, Jr.
                                                            --------------------

                                             Title:  EVP/COO

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


--------------------------------------------------------------------------------
RateXchange Multi Site Colocation Commitment Agreement               Page 2 of 2


                                        1

<PAGE>

COLO.COM Terms and Conditions for Delivery of Service

These terms and  conditions  are  applicable  to the COLO.COM  ("COLO")  Service
Service Order Form ("Service  Order Form") and are  incorporated in each Service
Order Form.

LICENSE:  COLO hereby grants and Customer hereby accepts, a nonexclusive limited
license   ("License")   to  colocate   computer  and   communication   equipment
("Equipment")  in a portion of the  controlled  space  ("Space")  located at the
premise(s) ("Premise" or "Premises"), subject to Customer's completion of a site
survey,  listed on the Service Order Form, on an "as is" basis at Customer's own
risk.  COLO reserves the right to relocate,  change or otherwise  substitute the
exact location of the Space, at any time during the Term of the License, with 60
days written notice, provided that the substitute space is substantially similar
to the original Space allotted and within the same  geographic  location and the
relocation  is at COLO's cost.  In no event may COLO  relocate a Licensed  Space
more than once during the Term of its License nor within the last six (6) months
of such Term.

Customer  hereby  acknowledges  and agrees that it has not been granted any real
property  interest in the Space or any of the Premises and that  Customer has no
rights  as a  tenant  under  any  real  property  or  landlord  /  tenant  laws,
regulations or  ordinances.  Customer may not allow anyone else to use the space
for any reason.

2. USE OF SPACE.  Customer agrees to use the Space solely for the  installation,
maintenance, operation, and removal of its Equipment. Unless otherwise agreed to
by COLO,  Customer,  or its agents, at its expense,  shall install all Equipment
into the  Space.  Customer  shall not use or allow  any other  person to use the
Space for any  other  purpose  without  first  obtaining  COLO's  prior  written
consent.

3. CUSTOMER USE.  Customer  shall abide by any posted or otherwise  communicated
reasonable and practical policies and procedures relating to COLO's facilities.

4. COLO. COLO will have the right to immediately terminate Customer's License if
COLO loses rights to the Premises.  COLO will offer any other available space to
Customer  on a right of  refusal  based on date of initial  contract  with COLO.
Customer will have 48 hours to accept or decline such offer.

5. SERVICES & FEES.  The Service Order Form lists the basic  services and prices
thereof ("Services") as of the order date. COLO may increase the amount Customer
pays for the  Services,  after the initial  term on the Service  Order Form,  to
reflect  changes in the CPI. Such  increases  will not be more often than once a
year and will not exceed the CPI plus 2%. Upon  request,  Customer  may purchase
additional services for Supplier at the then-prevailing rate.

6. PAYMENT.  Customer shall pay COLO when due for all Services  ordered or used,
including all applicable taxes,  surcharges,  and other government imposed fees.
All Services  shall be invoiced on a monthly  basis and are due 30 days from the
date appearing on the monthly billing statement. Any invoice not paid by the due
date shall be deemed delinquent and is subject to interest charges accruing at a
rate of 1.5% per month.  Customer shall be liable for all costs of collection of
any  delinquency,  including  any and all  collection  agency  fees,  reasonable
attorneys' fees, and court costs.

7. PAYMENT  DISPUTE.  Should Customer  dispute any bill or any portion  thereof,
Customer shall pay the full amount of the  outstanding  bill by the due date and
then send COLO a written explanation  outlining the basis for the dispute.  COLO
shall  investigate any disputed bill within a reasonable time notify Customer of
the outcome of such investigation.

8. TERM. The term and Customer's obligation to pay COLO for the use of the Space
shall  begin  as  stated  in the  Multi  Site  Colocation  Commitment  Agreement
regardless  of whether or not Customer  actually  occupies the Space,  and shall
continue  for the Term  Commitment  shown on the  Service  Order  From  provided
however that in the event COLO is unable to deliver such Space(s) to Customer by
such  date  then the  parties  shall  proceed  as set  forth in the  Multi  Site
Colocation  Commitment  Agreement.  Customer  is  entitled  to a  one  (1)  year
automatic renewal at the end of the initial term.

In the event of any  termination or  cancellation of an Service Order Form or of
this  Agreement  by Customer  prior to the end of the term for reason other than
COLO's breach thereof, Customer shall, as full settlement of liability for early
termination, promptly pay COLO the following percentage of the monthly recurring
charged for the remaining  term of the Service Order Form or of this  Agreement,
as applicable:  50%, if termination or cancellation takes place during the first
year of this Agreement,  33%, if termination or cancellation  takes place during
the second year of this Agreement,  and 25% if termination or cancellation takes
place during the third year of this  Agreement.  If the Customer does not remove
its Equipment  from the Premises  within thirty (30) days of  termination,  COLO
shall be  entitled  to remove  the  equipment  and  dispose  of it in any manner
determined  by COLO in its sole and  absolute  discretion  without  liability to
Customer thereof.

9.  CONFIDENTIALITY.   Each  Party,  for  itself,  its  agents,   employees  and
representatives  agrees that it will not divulge any  confidential  or propriety
information  received  from the other Party.  The terms and  conditions  of this
contract,  notwithstanding  the fact this  agreement  has been entered  shall be
considered confidential or propriety information under this paragraph.  Customer
will not use  COLO's  name in  marketing  materials  without  the prior  written
consent of COLO.  Customer  may grant  COLO a limited  license to use any of its
trade names and / or trademarks or service marks in any news release,  marketing
materials,  or on COLO's web site  announcing  the agreement  provided that COLO
obtains Customer's trade names, trademarks or service marks will inure solely to
Customer.  COLO will not use the consent of  Customer  and such  Customer.  This
Section 9 does not prohibit either party from  disclosing (a) information  which
is already  known to the public  other  than as a result of  disclosure  by such
party or its officers, directors,  employees or agents, (b) information that was
known to such party on a  non-confidential  basis prior to its disclosure by the
other party to such party in connection  with this  agreement,  (c)  information
that becomes known or available to the  disclosing  party on a  non-confidential
basis  from  any  source  that  such  party  does not  know to be  subject  to a
confidentiality agreement covering such information,  (d) any information to its
attorney  or  other   professional   advisors  on  a  need-to-know  basis  under
instruction  to keep  such  information  confidential,  or (e)  any  information
required by law or by the  banding  order of any court to be  disclosed  by such
party,  except that the disclosing party (i) shall first use reasonable  efforts
to notify the other party  before such  information  is  disclosed,  so that the
other party can take measures to protect the confidentiality of such information
and (ii) shall disclose only the information that is required to be disclosed by
such law or court  order and then only to the  persons to whom such law or court
order required such information to be disclosed.

10. INSURANCE.  At all times during the term of the Service Order Form, Customer
at its expense and any contractors or other third parties representing  Customer
shall maintain All Risk


                                       1
<PAGE>


Property  and  casualty  insurance  and  comprehensive  general  liability
insurance  (collectively  "Policy"),  insuring  against  all  hazards  and risks
customarily insured against by persons collocating  Equipment in buildings.  The
Policy  should be written on a  per-occurrence  basis with  blanket  contractual
liability  coverage,  with respect to use of the Space and operation of business
therein,  with a combined  single-limit  coverage  of not less than One  Million
Dollars  ($1,000,000)  and an  aggregate  umbrella  coverage of not less than an
additional  One  Million  dollars  ($1,000,000).   A  per  occurrence  limit  of
($2,000,000)  will be  acceptable  as well.  At all times during the term of the
Service Order Form, COLO requires Customer to name COLO and if requested by COLO
the  landlord(s)  for each Premise as a designated or additional  insured on the
Policy. All policies shall provide that Customer's  insures' waive all rights of
subrogation against COLO.

Customer shall  maintain  property  insurance  including EDP perils written on a
"Special Form" basis at full  replacement cost value. The definition of property
to include data and media.

Customer shall promptly deliver to COLO  certificates of insurance issued by the
insurance  company or its authorized agent for the Policy,  in a form reasonably
satisfactory  to COLO.  The Policy shall  provide that it cannot be cancelled or
modified unless COLO is given 30 days prior written notice of such  cancellation
or   modification.   Customer  shall  require  any  contractor,   subcontractor,
sublicensee  entering  the Space on its behalf to procure and  maintain the same
types, amounts and coverage extensions as required of Customer.

Customer shall procure and maintain workers'  compensation  insurance  complying
with the law of the applicable state or states,  whether or not such coverage is
required by law, and employer's  liability insurance with limits of no less than
One Million  Dollars  ($1,000,000).  Customer shall place the Policies  required
herein with a carrier with an AM Best rating of A- VIII or better.

The  insurance  requirements  set forth  herein are  independent  of  Customer's
indemnification  and other obligations  thereunder and shall not be construed or
interpreted in any way to restrict, limit, or modify Customer's  indemnification
and other obligations, or to limit Customer's liability.

11. SERVICES  PERFORMED.  At times Customer may direct COLO to perform  services
that  are  part of  COLO's  service  packages,  installation  packages,  regular
maintenance  activities  via service  requests or under  COLO's  hourly  service
rates. These services typically will be associated with maintenance/installation
type activities. COLO or where applicable,  COLO's contractor's,  subcontractors
etc. will not be responsible for any damage to Customer's  equipment during such
directed activities;  except in instances where COLO, or where applicable COLO's
contractors, subcontractors, etc., are grossly negligent.

12. INDEMNITY.  To the fullest extent permitted by law, COLO and Customer shall,
at the other's expense, indemnify, defend and hold each other, its shareholders,
officers, directors, agents, and employees harmless from and against all Claims,
as  defined  below,  from any cause  arising  out of or  relating  (directly  or
indirectly) to this  Agreement,  except claims arising out of or relating to the
willful or intentional misconduct or gross negligence of the other. For purposes
of this Agreement,  "Claims" means any and all claims, causes of action (whether
based on tort or contract law principles, law or equity, or otherwise), charges,
assessments,  fines, and penalties of any kind (including  consultant and expert
expenses,  court costs, and reasonable  attorneys' fees).  This  indemnification
extends to and includes Claims for: (i) injury to any persons  (including  death
at any time resulting  from that injury);  (ii) loss of, injury or damage to, or
destruction  or real or personal  property  (including all loss of use resulting
from that loss,  injury,  damage, or destruction of the Space or Premises);  and
(iii) all economic losses and consequential,  resulting,  incidental or punitive
damages of any kind. This indemnification may not be construed or interpreted as
in any way restricting,  limiting,  or modifying COLO or Customer's insurance or
other  obligations  under the Service Order Form and is  independent  of COLO or
Customer's insurance obligations. The provisions of this paragraph shall survive
the expiration or earlier termination of the Service Order Form until all Claims
involving any of the  indemnified  matters are fully,  finally,  and  absolutely
barred by the applicable statutes of limitation.

13.  DISCLAIMER  OF  WARRANTY.  COLO  represents  that it has  full  rights  and
authority to grant the rights herein  otherwise,  Customer accepts the Space and
services on an `as is' basis at its own risk as specified  on the Service  Order
Form. Unless  specifically  stated herein,  COLO makes no warranties  express or
implied as to the Space, Premises, or services.  COLO specifically disclaims any
and  all  express  or  implied  warranties,  including  without  limitation  any
warranties of merchantability or fitness for a particular purpose.

14.  DEFAULT.  In the event that  Customer  fails to perform any of its monetary
obligations under the Service Order Form or the Multi Site Colocation Commitment
Agreement,  COLO  shall have the right to  immediately  terminate  the  license;
provided  COLO will give  Customer  five (5) days notice to cure such a monetary
default.  In the  event  that  Customer  fails to  perform  any  other  material
obligation  under the Service  Order Form which has not been cured within thirty
(30) days of receiving a written notice of default, COLO shall have the right to
immediately  terminate the License;  provided however that in the event that any
action or  non-action  threatens  or causes harm to any Space or  Premise,  COLO
shall have the right to immediately terminate the License.

15. TERMINATION. Upon expiration or earlier termination of the License: (1) COLO
will cease  providing  Services  under the Service Order Form, or any applicable
License;  (2) any and all payment  obligations  of Customer  under this  Service
Order Form will become due and payable immediately, including but not limited to
any fees through the end of the term for any and all  applicable  Licenses;  (3)
Customer shall  immediately  quit and  peacefully  surrender that portion of the
applicable  Space it uses to COLO and remove  all  Equipment  from all  affected
Space, at its expense; (4) Customer, at its expense,  shall repair,  replace, or
compensate  COLO for any  damage to the  Space or  Premises  resulting  from the
removal of the Equipment within thirty (30) days of receiving notice of any such
damage;  (5) within thirty (30) days of the  expiration  or earlier  termination
date of the Service Order Form or the appropriate  License,  if Customer has not
removed the Equipment from the appropriate Premise(s),  except when Customer and
COLO are in contract  negotiations,  Customer  shall be deemed to have abandoned
its claim of ownership to the  Equipment  and to have conveyed all of its right,
title,  ad interest to the Equipment to COLO without set-off or any other credit
of any amount  that may be owed to COLO by  Customer;  and (6) each party  shall
return all  Confidential  Information  of the other Party in its  possession and
will not make or retain any copies of such  Confidential  Information  except as
required  to comply  with any  applicable  legal or  accounting  record  keeping
requirement.

16. DISPUTE RESOLUTION.  Negotiation  Between Executives.  (i) The parties shall
attempt  in good faith to  resolve  any  dispute  promptly  through  negotiation
between executives who have authority to settle the controversy,  and who are at
a higher level of management than the persons with direct responsibility for the
Service Order Form or agreement in dispute.  Within  fifteen (15) days after the
delivery  by one of the  parties to the other of a notice  that it has a dispute
with it, the receiving party shall send a


                                       2
<PAGE>


written  response to the  originating  party.  Both the notice and the  response
shall include (a)  statement of the party's  position and a summary of arguments
supporting  that position;  and (b) the name and title of the executive who will
represent  that party and of any other person who will  accompany the executive.
Within thirty (30) days after delivery of the originating  party's  notice,  the
designated  executives of the parties shall meet at a mutually  acceptable  time
and place  and ,  thereafter,  as often as they deem  necessary  to  attempt  to
resolve the dispute.  All reasonable  requests for information made by one party
to the other will be honored.  (ii) If the matter has not been  resolved  within
sixty (60) days of the  originating  party's  notice or, if the parties  fail to
meet  with  thirty  (30)  days,  either  party  may  initiate  mediation  of the
controversy or claim as provided below. (iii) All negotiations  pursuant to this
clause  shall  be   confidential   and  treated  as  compromise  and  settlement
negotiations  for  purposes of the Federal  Rules of Evidence and state rules of
evidence.

If the dispute has not been resolved by negotiation,  the parties shall endeavor
to settle the dispute by mediation  under the American  Arbitration  Association
("AAA") Model Procedure for Mediation of Business Disputes in effect on the date
of this  agreement.  The parties  with the  assistance  of AAA,  shall  select a
mediator. In the event that the AAA becomes unwilling or unable to assist in the
selection  of a  mediator,  the  parties  have  selected  JAMS/Endispute  as the
alternative.

Any dispute arising out of or relating to the Multi Site  Colocation  Commitment
Agreement or Service Order Form, or the breach, termination or validity thereof,
which has not been  resolved by the  non-binding  procedure  provided  for above
within  ninety  (90)  days  of  the  initiation  of  such  procedure,  shall  be
adjudicated  by  arbitration  in  accordance   with  the  American   Arbitration
Association  Rules for Non  Administered  Arbitration  of  Business  Disputes in
effect  on the  date of the  Service  Order  Form,  by a three  independent  and
impartial arbitrators, of whom each party shall appoint one, and the third shall
be elected by the first two; provided,  however, that if one party has requested
the other to participate in mediation and the other has refused,  the requesting
party  may  initiate  arbitration  upon  receiving  notice of such  denial.  The
arbitration  shall be governed by the United  States  Arbitration  Act, 9 U.S.C.
Sections 1-16, and judgement upon the award rendered by the arbitrator(s) may be
entered by any court having jurisdiction thereof. The place of arbitration shall
be San  Francisco,  California.  The  arbitrator(s)  are not  empowered to award
damages in excess of  compensatory  damages,  and each party hereby  irrevocably
waives any right to recover such damages with respect to any dispute resolved by
arbitration.

17. FORCE MAJEURE.  Notwithstanding  anything to the contrary  contained herein,
neither  COLO or  Customer  shall  not be  liable  to the  other for any loss or
damage,  or deemed to be in breach of the Service Order Form due to a failure to
perform,  wholly or in part,  if such  nonperformance  is due to  causes  beyond
COLO's  or  Customer's  control,   including  acts  of  God,  fire,   explosion,
earthquake, hurricane, tornado, wind, flood, storm or other natural occurrences;
vandalism;   third  party  theft;   computer,   voice  mail,  e-mail,  or  other
telecommunications system failure; failure to secure or the loss of the right to
possess any Premise;  any law, order,  regulation,  direction,  action or lawful
demand of any Federal,  state, local or foreign  governments having jurisdiction
over COLO or Customer or of any department,  agency, commission,  court, bureau,
corporation or other instrumentality of any one or more such governments,  or of
any civil or military authority;  national emergency;  insurrection;  riot; war;
strike, lockout, work stoppage or other such labor difficulty.

18.  ASSIGNMENT.  The Service  Order Form shall not be assigned or  delegated by
Customer  without  first  obtaining  the prior  written  consent of COLO,  which
consent  shall be in the sole  discretion  of COLO.  COLO will not  unreasonably
withhold consent for assignment.  Any purported assignment or delegation without
the required consent shall be null and void and of no legal force or effect.

19.  GOVERNING LAW. The Service Order Form shall be governed by and  interpreted
in  accordance  with the  laws of the  State of  California.  In the  event of a
dispute or litigation  regarding the Service Order Form,  the  prevailing  party
shall be entitled to receive reasonable attorneys fees and costs.

20. NO WAIVER.  The failure of COLO or Customer at any time to enforce any right
or remedy  available  to it under the  Service  Order  Form with  respect to any
breach or failure by COLO or Customer  shall not be  construed to be a waiver of
such  right or remedy  with  respect  to any other  breach or failure by COLO or
Customer.

21.  LIMITATION  OF  LIABILITY.  With  the  exception  of  money  due to COLO by
Customer,  under not  circumstances  shall  either  party be liable to the other
party for any indirect, incidental, economic, special, punitive or consequential
damages, whether for breach of contract,  negligence or under any other cause of
action,  that  arises out of or relates to the  Service  Order  Form.  The total
aggregate  liability  for any direct  damages  arising our of or relating to the
Service  Order Form  shall be  limited to no more than the total  amount of fees
collected under the Service Order Form for the prior twelve (12) months.

22.  SURVIVAL.  The  obligation of  confidentiality  and  indemnification  shall
survive the termination of any applicable Service Order Form.

23. ENTIRE UNDERSTANDING.  The Multi-Site  Colocation Commitment Agreement,  and
these Terms and  Conditions  for the Delivery of Service  constitute  the entire
understanding of the parties related to the subject matter hereof.  In the event
of any conflict between Multi-Site Colocation  Commitment  Agreement,  and these
Terms and  Conditions for Delivery  Service and any Customer  purchase order the
Service  Order  Form,  Multi-Site  Colocation  Agreement,  and  these  Terms and
Conditions for Delivery of Service shall control.


                                       3
<PAGE>

<TABLE>
--------
COLO.COM                              EXHIBIT A                         Account
--------                                                          Representative
                                TO COLOCATION AGREEMENT
<CAPTION>
CUSTOMER INFORMATION
-------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>           <C>           <C>          <C>          <C>           <C>
Company   RateXchange_______________                                     Contact Name  Russ Matulich
          --------------------------                                                 ---------------------
Phone            415-371-9812_______________                             Pager
                 ---------------------------
Fax              415-371-9801_______________                             E-mail     Rmatulich@ratexchange.com
-------------------------------------------------------------------------------------------------------------------
           Street  185 Berry Street, Suite 3515
             City  San Francisco                    State  CA                   Zip  94107   Country  USA
-------------------------------------------------------------------------------------------------------------------

SITE INFORMATION
-------------------------------------------------------------------------------------------------------------------
 Site Code            Space               Power         Cross       Delivery       Term               Fees
               (Cabinets/Cages/ft2)                    Connects       Date
-------------------------------------------------------------------------------------------------------------------
                                                                                              Activation    Monthly

-------------------------------------------------------------------------------------------------------------------
TBD          400 SQ. FT.               200 AMPS DC   20 DS-1'S     TBD          3 YR.        $4,000        $14,400
-------------------------------------------------------------------------------------------------------------------
TBD          300 SQ. FT.               150 AMPS DC   20 DS-1'S     TBD          3 YR.        $4,000        $10,800
-------------------------------------------------------------------------------------------------------------------
TBD          200 SQ. FT.               100 AMPS DC   20 DS-1'S     TBD          3 YR.        $4,000        $7,200
-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------
      Service Order Forms attached                                              Number of Sites         TBD


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

-------------------------------------------------------------------------------------------------------------------
COMMENTS

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


Form: EA/CS/99                                                                  Version 1.0, Last Updated 12/7/99
</TABLE>


<PAGE>
<TABLE>
                                                     COLO.COM

                                             Colocation Service Quote

                                                                           Quotation Number: 4003
                                                                           Quotation Date: 12/15/1999
                                                                           Sales Representative: David Barber
                                                                           Phone: 650-244-7756
                                                                           Fax: 650-244-7219

-------------------------------------------------------------------------------------------------------------------
CLIENT INFORMATION:

Company:   RateXChange

Contact Name:     Russ Matulich, rmatulich@ratexchange.com
Address:          185 Berry Street, Suite 3515
City State, Zip:  San Francisco, CA 94107
Phone:            415-371-9812
Fax:              415-371-9801
<CAPTION>
-------------------------------------------------------------------------------------------------------------
       3 Sites                COLO.COM SITE ADDRESS                    Per Site               Per Site
-------------------------------------------------------------------------------------------------------------
         ITEM                      DESCRIPTION              #     ONE TIME INSTALLATION      MONTHLY FEE
                                                                                    FEE

-------------------------------------------------------------------------------------------------------------
<S>                     <C>                                 <C>        <C>                 <C>
10' by 10' Cage         Includes: power runs, cage, door    4          $4,000.00              $14,400.00
increments (400         and door key                                                       ($36.00/Sq Ft)
Square Feet)            * Assumes  400  Square  Feet comes with 200
                        AMPs DC  w/dedicated  20 amp circuit at 120/208
                        VAC 50 amps DC per 10' by 10' space
-------------------------------------------------------------------------------------------------------------
19" Rail Relay Racks     Mountable Equipment Relay Racks                  TBD                    TBD
(6 per 100 Sq. Ft)            $475 Install per pack
                         *Customer may provide own Racks
-------------------------------------------------------------------------------------------------------------
DC Power                DC Install/run/rate schedule,                     TBD                    TBD
                        $15.00/mo per additional amp
-------------------------------------------------------------------------------------------------------------
DS1 Cross Connect Fees  DS1 Cross Connects at $25                         TBD                    TBD
                        Install $20/month
----------------------- ---------------------------------- ---- ------------------------ --------------------
DS3 Cross Connect Fees  DS3 Cross Connects at $75                         TBD                    TBD
                        install & $50/month
-------------------------------------------------------------------------------------------------------------
SM Fiber Cross          SM Fiber Cross Connects at $250                   TBD                    TBD
Connect Fees            Install & $75/month
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SERVICE LEVELS          Remote Hands, Level 1 Included
OPTIONAL                Bronze, Silver and/or Gold SEE BELOW
                        Managed Installation of Customer Equipment Optional

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                                                     Subtotals         $4,000.00             $14,400.00
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TOTAL FEES:

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                                  YEAR TERM COMMITTMENT                               3 YEAR TERM COMMITTMENT
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                                       INSTALLATION FEE                                            $4,000.00
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                                            MONTHLY FEE                                           $14,400.00
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                                       TO BEGIN SERVICE                                           $18,400.00
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                       2000 Sierra Point Parkway, Suite 601, Brisbane, California 94005-1819
                              http://www.colo.com Main 650.244.7700 Fax 650.244.7727
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