ASSET PURCHASE AGREEMENT

                                  BY AND AMONG

           XPIT ACQUISITION LLC, A COLORADO LIMITED LIABILITY COMPANY,

                       CQG, INC., A COLORADO CORPORATION,

                    XPIT CORPORATION, A DELAWARE CORPORATION

                 RATEXCHANGE CORPORATION, A DELAWARE CORPORATION

                                       AND

                   CERTAIN RELATED PARTIES (AS DEFINED HEREIN)
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                                TABLE OF CONTENTS

ARTICLE I      PURPOSE

ARTICLE II     PURCHASE AND SALE OF ASSETS
               2.1      Acquired Assets
               2.2      Excluded Assets

ARTICLE III    PURCHASE PRICE
               3.1      Payment of the Base Price
               3.2      Contingent Payments
               3.3      Assumed Obligations

ARTICLE IV     ASSUMPTION OF LIABILITIES
               4.1      Assumed Obligations
               4.2      Excluded Liabilities

ARTICLE V      EMPLOYMENT AND NONCOMPETITION AGREEMENTS
               5.1      Noncompetition Agreements
               5.2      Employees
               5.3      Other Agreements
               5.4      Benefits

ARTICLE VI     REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER AND XPIT
               6.1      Organization and Good Standing
               6.2      Corporate authority
               6.3      No Violation of Obligations
               6.4      Financial Statements of XPIT
               6.5      Acquired Assets
               6.6      Liabilities
               6.7      Operations Since the Financial Statements
               6.8      Legal Proceedings
               6.9      Material Agreements
               6.10     Employees
               6.11     Compliance with Law
               6.12     Environmental Compliance
               6.13     Taxes
               6.14     Insurance
               6.15     Trademarks and Intellectual Property
               6.16     Software
               6.17     Regulatory Approvals
               6.18     Customers and Suppliers
               6.19     Leased Premises
               6.20     Obligation to Brokers
               6.21     Complete Disclosure


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ARTICLE VII    REPRESENTATIONS AND WARRANTIES OF ACQUISITION CO.
               7.1      Organization and Qualification
               7.2      Authority
               7.3      No Violation of Obligations
               7.4      No Brokers
               7.5      Complete Disclosure

ARTICLE VIII   COVENANTS OF THE RELATED PARTIES
               8.1      Termination of Consulting Agreement
               8.2      Acknowledgement of Prior Owners
               8.3      Consent to Transactions
               8.4      Release of Claims and Disclaimer of Rights
               8.5      Representation and Warranty of the Related Parties
               8.6      Representation and Warranty of Ramsey
               8.7      Noncompetition

ARTICLE IX     INFORMATION AND CONFIDENTIALITY
               9.1      Provision of Information Relating to XPIT
               9.2      Continued Due Diligence

ARTICLE X      CONDITIONS TO CLOSING
               10.1     Stockholder and XPIT Conditions
               10.2     Acquisition Co.'s Conditions

ARTICLE XI     CLOSING
               11.1     Certificates
               11.2     XPIT's Legal Opinion
               11.3     Assignment and Bill of Sale
               11.4     Assignment of Intangibles
               11.5     Third-Party Consents
               11.6     Assignment and Assumption of Assumed Obligation
               11.7     Sublease
               11.8     Acquisition Co.'s Legal Opinion
               11.9     Purchase Price
               11.10    Excluded Liabilities
               11.11    Corporate Authorization of Acquisition Co.
               11.12    Corporate Authorization of XPIT and Stockholder
               11.13    Tax Allocations
               11.14    Employment Agreements and Confidentiality Agreements
               11.15    Noncompetition Agreements
               11.16    Name Change
               11.17    Domain Names
               11.18    Consent of Noteholders
               11.19    Termination of Consulting Agreement


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               11.20    Other Acts

ARTICLE XII    TERMINATION
               12.1     Termination
               12.2     Failure of Condition
               12.3     Termination by Agreement

ARTICLE XIII   COSTS AND EXPENSES

ARTICLE XIV    MUTUAL INDEMNIFICATION
               14.1     XPIT's and Stockholder's Indemnity
               14.2     Acquisition Co.'s and CQG's Indemnity
               14.3     General
               14.4     Third Party Claims
               14.5     Remedies

ARTICLE XV     XPIT'S AND STOCKHOLDER'S POST-CLOSING COVENANTS
               15.1     Payment of Liabilities
               15.2     Sales Taxes
               15.3     XPIT Liquidation

ARTICLE XVI    GENERAL PROVISIONS
               16.1     Survival of Agreement
               16.2     Notices
               16.3     Successors and Assigns
               16.4     Merger
               16.5     Attorney's Fees
               16.6     Governing Law
               16.7     Modification or Severance
               16.8     Captions


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                            ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement  ("Agreement") is made and entered into as of
October  __,  2001,  by and among  Xpit  Acquisition  LLC,  a  Colorado  limited
liability  company,  ("Acquisition  Co.");  CQG,  Inc.,  a Colorado  corporation
("CQG");  XPIT Corporation,  a Delaware  corporation  ("XPIT");  and RateXchange
Corporation,  a Delaware  corporation,  (the  "Stockholder").  Ramsey Financial,
Inc., a Kentucky corporation ("Ramsey");  Sockeye Trading, LLC, an Idaho limited
liability company  ("Sockeye");  Sawtooth Investment  Management,  LLC, an Idaho
limited  liability  company  ("Sawtooth");  and Mike Boren, Dave Boren, and Doug
Bates (the "Members") are also parties to this Agreement with respect to Article
VIII and XIV below.

                                    ARTICLE I
                                     PURPOSE

     The  Stockholder  owns all of the issued and  outstanding  capital stock of
XPIT.  Acquisition Co. wishes to purchase  certain  specified assets of XPIT, as
set forth in Section 2.1, and to assume  certain  specified  obligations of XPIT
and  Stockholder,  as set forth in Section  4.1, all on the terms more fully set
forth  below.  XPIT is engaged  in the  business  of  electronic  order  routing
services for financial  instruments and commodity futures (the "XPIT Business").
Ramsey,  Sockeye,  Sawtooth,  and the Members (the "Related Parties") have owned
interests in or are or have been otherwise affiliated with XPIT, as set forth in
Article VIII.  Acquisition Co. has determined  that a material  condition to the
completion of the purchase  provided for herein  includes the agreement of XPIT,
the Stockholder, Sockeye, Sawtooth, and the Members to enter into noncompetition
agreements satisfactory to Acquisition Co. Acquisition Co. further requires, and
the Stockholder has agreed, that any of the assets to be acquired by Acquisition
Co. hereunder, including any proprietary information or other intangible assets,
which  are  owned by the  Stockholder  or the  Related  Parties  or in which the
Stockholder  or  the  Related  Parties  has  any  proprietary   rights  will  be
transferred by the  Stockholder to  Acquisition  Co. as part of the  transaction
provided for herein.

                                   ARTICLE II
                           PURCHASE AND SALE OF ASSETS

     2.1 Acquired  Assets.  XPIT and the  Stockholder  hereby agree to sell, and
Acquisition Co. agrees to purchase,  the Acquired Assets,  as defined below, and
to assume certain specified  liabilities as identified in Section 4.1 below. The
"Acquired  Assets"  consist of all of the assets of XPIT shown on the  financial
statements  of XPIT attached  hereto as Schedule 6.4, all assets  arising in the
ordinary  course of business  of XPIT from and after the date of such  financial
statements,  and any and all other assets owned by XPIT (or owned by Stockholder
or the Related Parties and utilized in the business of XPIT).  Without  limiting
the generality of the foregoing,  the Acquired Assets shall specifically include
the following (whether owned by XPIT, the Stockholder,  or the Related Parties):
(i) all right,  title and interest in and to the XPIT order routing software and
all  related  components  and  modules,  as  described  in  Section  6.16,  (the
"Software"),  including all software code, trade secrets, copyrights,  know-how,
show-how,   and  any  other   intellectual   property  rights  related  thereto,
incorporated therein, or otherwise required

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for the Software to function in accordance  with Section  6.16;  (ii) all server
equipment  and other  hardware and software  used by XPIT or which are otherwise
necessary to run the Software; (iii) all equipment, supplies, and other personal
property located at XPIT's offices, or used in connection with the XPIT Business
or the Software;  (iv) the name "Xpit" and any rights thereto whether  resulting
from  state or  federal  registration  or under  common  law,  and all  goodwill
associated  therewith;  (v) all rights to the domain  names  "www.xpit.com"  and
"www.xpit.net;"  and (vi) any other personal  property  (including the files and
records,  insurance  policies,  deposits,   intangible  information,   goodwill,
trademarks and trade names, trade secrets,  telephone numbers,  yellow page ads,
and previously expensed tools and supplies) or intellectual  property (including
all "Intellectual Property," as defined in Section 6.15) and any interests in or
rights to any personal or  intellectual  property that is used or usable by XPIT
in the conduct or  operation  of the XPIT  Business as  presently  conducted  or
necessary to cause the Software to function in  conformance  with Schedule 6.16.
Notwithstanding  the above,  the Acquired  Assets shall not include the Excluded
Assets listed in Section 2.2, below.

     2.2  Excluded  Assets.  The  Excluded  Assets  consist  of all  agreements,
liabilities,  and  obligations of XPIT not expressly  assumed by Acquisition Co.
pursuant  to  Article  IV  below,  all cash  held in the  name of XPIT,  and all
accounts  receivable  of  XPIT,  provided,   however  that  Acquisition  Co.  is
authorized  to collect and retain such accounts  receivable  in accordance  with
Section 3.1(b) below.

                                   ARTICLE III
                                 PURCHASE PRICE

     The total  consideration  for the  Acquired  Assets and the  noncompetition
agreements of XPIT, the Stockholder,  and Sockeye,  Sawtooth, and the Members is
the sum of (i) One Million Five Hundred Thousand Dollars ($1,500,000) (the "Base
Price"), payable to the Stockholder and to certain third parties in satisfaction
of Stockholders'  debts as provided in Section 3.1; (ii) the Contingent Payments
set forth in Section 3.2, and (iii) assumption of certain of XPIT's  obligations
as provided in Section 4.1 below.

     3.1 Payment of the Base Price.  Acquisition  Co.  shall pay, or shall cause
CQG to pay, the Base Price at the Closing, as follows:

          (a)  Acquisition  Co.  shall  pay,  or  shall  cause  CQG to pay,  the
principal  and  interest  balance  due  under  the  promissory  notes  issued by
Stockholder   to  Sockeye,   Ramsey   Courtlandt   Gates,   and  Timothy  Meckel
(collectively,  the  "Noteholders") in connection with the Agreement and Plan of
Merger  dated as of March 12,  2001 by and among  Stockholder,  XPIT,  Xpit.Com,
Inc.,  an  Idaho  corporation   ("Xpit.Com"),   Sockeye,   and  Ramsey  ("Merger
Agreement"). The payment set forth in the previous sentence shall be made in the
amounts and in the manner set forth on Schedule 3.1(a),  which schedule shall be
updated to reflect interest accrued under the promissory notes up to the date of
the Closing.  The agreement of the Related  Parties to the Provisions of Article
VIII and XIV hereof are a material condition to such payment.


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          (b) Fifty Thousand Dollars  ($50,000) of the Base Price (the "Holdback
Amount") shall be held by Acquisition Co. in a segregated account (the "Holdback
Account").  In addition,  all accounts  receivable of XPIT  collected  after the
Closing  Date  shall be  deposited  in the  Holdback  Account  and  added to the
Holdback  Amount.  Subject to Sections 4.1,  14.5,  15.1 and 15.2,  the Holdback
Amount  shall  be paid to XPIT 3  months  following  the  closing.  XPIT  hereby
authorizes  Acquisition  Co. to collect the outstanding  accounts  receivable of
XPIT  from and  after  the  Closing  Date and  until 3  months  thereafter  (the
"Holdback Period") for this purpose.  XPIT and the Stockholder agree not to make
any attempt to collect the accounts receivable during the Holdback Period.

          (c)  Acquisition  Co. shall pay, or shall cause CQG to pay the balance
of the Base Price  after  deduction  of: (i) the  aggregate  amount  paid to the
Noteholders  under  Section  3.1(a) and (ii) the  $50,000  retained  pursuant to
Section 3.1(b) to XPIT at the Closing in certified  funds by wire transfer to an
account designated by XPIT.

     3.2  Contingent  Payments.  Subject to  Section  4.1,  14.5,15.1  and 15.2,
Acquisition  Co.  shall  make,  or  shall  cause  CQG  to  make,  payments  (the
"Contingent  Payments") to XPIT,  as set forth below,  upon the  achievement  of
certain  amounts of  "Order-Routing  Revenue" as defined on  Schedule  3.2 which
schedule is attached hereto and incorporated herein by this reference.

          (a) If Acquisition Co. earns Order-Routing  Revenue of $50,000 or more
in any single calendar month during the four-year period  immediately  following
the Closing,  Acquisition  Co. shall pay, or shall cause CQG to pay,  $50,000 to
XPIT.  The payment  specified in this Section 3.2(a) shall be a one time payment
and in no event shall the aggregate  amounts  payable under this Section  3.2(a)
exceed $50,000.

          (b) If  Acquisition  Co.  earns  Order-Routing  Revenue of  $2,500,000
during any of the first four twelve-month  periods beginning on the first day of
the calendar month immediately following the Closing Date or on the Closing Date
if the Closing Date is the first day of a calendar  month (each,  an "Applicable
Twelve-Month Period"),  Acquisition Co. shall pay, or shall cause CQG to pay, 5%
of the  amount  of the  Order-Routing  Revenue  earned  during  such  Applicable
Twelve-Month  Period to XPIT;  provided,  however,  that the  aggregate  amounts
payable  under  this  Section  3.2(b)  during the four  Applicable  Twelve-Month
Periods collectively shall not exceed $200,000.

          (c) If Acquisition Co. earns  Order-Routing  Revenue of $10,000,000 in
any Applicable Twelve-Month Period Acquisition Co. shall pay, or shall cause CQG
to  pay,  1%  of  the  Order-Routing   Revenue  earned  during  such  Applicable
Twelve-Month  Period to XPIT, in addition to the payments under Sections  3.2(a)
and (b), if any.

          (d) Acquisition Co. shall provide to XPIT a monthly  accounting of the
calculation of the Order-Routing  Revenue and the Contingent  Payments,  if any,
including supporting  documentation indicating account activity (subject to such
restrictions  on  disclosure  of customer  information  as may be imposed  under
applicable law, regulations, or agreements with third parties). Such information
shall be confidential, shall be disclosed only to persons


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approved  by  Acquisition  Co.,  shall  be  used  by XPIT  only  for  confirming
calculation of the Order-Routing Revenue and Contingent Payments,  and shall not
be disclosed to any third  parties  (except  pursuant to a valid court order for
such information and after Acquisition Co. has been provided with an opportunity
to take  measures  to protect the  confidentiality  of such  information  in any
proceeding).

     3.3 Assumed  Obligations.  At the  Closing,  Acquisition  Co.  shall assume
certain obligations of XPIT as specified in Article IV below.

                                   ARTICLE IV
                            ASSUMPTION OF OBLIGATIONS

     Subject to the terms and conditions of this Agreement and as  consideration
for the Acquired Assets and the noncompetition agreement provided for in Section
5.1,  Acquisition  Co. agrees as follows with respect to the liabilities of XPIT
and/or the Stockholder.

     4.1 Assumed  Obligations.  Acquisition Co. or an affiliate shall assume the
obligations of XPIT and/or the Stockholder  which accrue or become payable after
the date of the Closing  under each of the  agreements  listed on  Schedule  4.1
(collectively,  the "Assumed  Obligations").  XPIT and the Stockholder  shall be
responsible for their  liabilities  and  obligations  incurred under each of the
agreements  listed on Schedule 4.1 which accrue or become  payable  prior to the
Closing Date. Acquisition Co. shall not assume any other obligation or liability
of XPIT or the  Stockholder.  In the event that XPIT or the Stockholder does not
pay or otherwise  satisfy its  obligations  under any of the  agreements  listed
above which accrue or become payable prior to the Closing Date,  Acquisition Co.
or its affiliate may, in its sole discretion,  elect to pay or otherwise satisfy
such  obligations  and to offset such payments or expenses  against the Holdback
Amount or any Contingent  Payments or to collect such payments or other expenses
directly from XPIT or Stockholder, in Acquisition Co.'s discretion.

     4.2  Excluded  Liabilities.  XPIT and the  Stockholder  shall retain and be
jointly and severally liable for all Excluded Liabilities.  Excluded Liabilities
consist  of  all  liabilities  and  obligations  to  employees  of  XPIT  or the
Stockholder and all other  liabilities of XPIT or the Stockholder other than the
Assumed Obligations. XPIT and the Stockholder shall pay all Excluded Liabilities
in the ordinary course of business  without  liability to Acquisition Co. or its
affiliates or adverse effect to the XPIT Business or the Software.

                                    ARTICLE V
                    EMPLOYMENT AND NONCOMPETITION AGREEMENTS

     5.1 Noncompetition  Agreements. As a material condition to the transactions
set forth  herein,  XPIT and the  Stockholder  and  Sockeye,  Sawtooth,  and the
Members shall execute and deliver Noncompetition Agreements substantially in the
form attached hereto as Exhibit A and B, respectively.


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<PAGE>

     5.2  Employees.  As a  material  condition  to the  transactions  set forth
herein,  each of the  employees  of XPIT or  Stockholder,  as listed on Schedule
6.10,  (the  "Employees")  shall resign or be terminated by XPIT or  Stockholder
immediately  prior  to the  Closing,  as  applicable,  and  will  be  given  the
opportunity to become employees of Acquisition Co. or CQG immediately  after the
Closing. As a condition to their employment, such individuals will enter into an
Employment,   Confidential   Information  and  Invention   Assignment  Agreement
substantially in the form attached hereto as Exhibit C ("Employment  Agreement")
or a Confidential  Information and Invention Assignment Agreements substantially
in the form attached hereto as Exhibits D (the "Confidentiality Agreement"). The
Employment Agreement will provide that the Employee shall receive a salary equal
to their salary received from XPIT or the Stockholder prior to the Closing Date,
as  set  forth  on  Schedule   6.10,   and   standard   benefits   available  to
similarly-situated Acquisition Co. employees.

     5.3 Other Agreements.  Based on its due diligence  review,  Acquisition Co.
reserves the right to require employment agreements,  noncompetition  covenants,
or other personnel  agreements with any other  individuals  identified as key to
the continued operations of XPIT.

     5.4 Benefits.  Stockholder  and XPIT shall each cooperate with  Acquisition
Co. to assist in  providing  health  benefits  to the  Employees  following  the
Closing,  at  Acquisition  Co's expense.  XPIT and  Stockholder  shall allow the
Employees  to elect to extend  their  coverage  under the  Consolidated  Omnibus
Budget  Reconciliation  Act  (COBRA)  or  equivalent  state law and shall  allow
Acquisition  Co. to pay the  aggregate  premiums for such  coverage  directly to
Stockholder or XPIT.

                                   ARTICLE VI
           REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER AND XPIT

     The  Stockholder  and XPIT jointly and  severally  represent and warrant to
Acquisition  Co., CQG, and their  successors  and assigns as follows,  as of the
date hereof and as of the Closing:

     6.1 Organization  and Good Standing.  XPIT is a corporation duly organized,
validly existing,  and in good standing under the laws of the State of Delaware.
XPIT is qualified to conduct  business as a foreign  corporation in the state of
Idaho.  XPIT is not  required by the nature of its assets or business to qualify
as a foreign corporation in any other  jurisdiction.  XPIT has full power to own
all of its  properties  and to  carry on the XPIT  Business  as it is now  being
conducted. XPIT has no subsidiaries and no direct or indirect ownership interest
in any  corporation,  partnership,  joint venture,  limited  liability  company,
limited liability  partnership,  association or other entity. The Stockholder is
the sole  stockholder  of XPIT,  and the  Stockholder  holds good and marketable
title to all of its shares free and clear of any pledge,  right to purchase,  or
other  limitation.  There are no securities of XPIT  outstanding,  including any
outstanding subscriptions,  options, warrants,  convertible securities, or other
agreements or commitments  obligating XPIT to issue or to transfer from treasury
any  additional  shares of XPIT other than the shares owned by the  Stockholder.
XPIT has delivered to Acquisition  Co. true,  accurate,  and complete  copies of
XPIT's certificate of incorporation,  bylaws,  stock records,  and minute books,
showing all amendments and changes thereto.


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<PAGE>

     6.2  Corporate  Authority.   XPIT  has  the  authority,   pursuant  to  its
certificate of incorporation and bylaws,  and pursuant to such additional action
as is necessary  by its  officers,  directors,  and the  Stockholder  and by the
Stockholder's officers, directors and stockholders to execute this Agreement and
to  consummate  the  transactions  provided  for herein.  Without  limiting  the
generality of the foregoing, The Stockholder agrees that it will fully authorize
all of the  transactions  provided for herein prior to Closing.  Any assets that
are  included in the Acquired  Assets and that are legally,  directly and wholly
owned by  Stockholder do not  constitute  substantially  all of the property and
assets of the Stockholder.  After  consultation with legal counsel,  Stockholder
and XPIT  represent  and warrant that the Acquired  Assets were not  transferred
from  Stockholder  to XPIT  without  authorization  by the  stockholders  of the
Stockholder  and that there is no basis (e.g.  fraud,  XPIT as mere alter ego or
instrumentality  of the Stockholder,  failure to observe corporate  formalities)
for disregarding the legal separateness of Stockholder and XPIT.

     6.3 No  Violation  of  Obligations.  The  execution  and  delivery  of this
Agreement,  and the consummation of the transactions  provided for herein,  will
not violate any agreement or commitment made by XPIT or the Stockholder,  or any
requirement binding on XPIT or the Stockholder respectively,  including, without
limitation,  any lease,  contract,  loan agreement,  promissory note,  franchise
agreement, court order, judgment, regulatory ruling, or arbitration award.

     6.4 Financial  Statements of XPIT.  Attached hereto as Schedule 6.4 are the
unaudited financial  statements of XPIT or its predecessor,  Xpit.Com,  Inc. for
each of its two most  recently  completed  fiscal  years and XPIT's  most recent
unaudited interim balance sheet for the period from January 1, 2001 to September
30, 2001 (collectively,  the "Financial  Statements").  The Financial Statements
fairly present the financial position of XPIT as of the respective dates thereof
and the results of the operations of XPIT for the periods indicated.  All of the
Financial  Statements have been prepared in accordance  with generally  accepted
accounting principles applied on a basis consistent with that of preceding years
or other applicable periods.  None of the Financial  Statements is misleading in
any material respect.

     6.5  Acquired  Assets.  XPIT has good  and  marketable  title to all of the
Acquired  Assets.  Except as disclosed on Schedule 6.5, the Acquired  Assets are
not subject to any deed of trust, mortgage,  security interest, or other lien or
claim of any nature whatsoever.  All the Acquired Assets are in satisfactory and
operational  condition,  except as  otherwise  shown on  Schedule  6.5,  and are
satisfactory  for the conduct and  operation  of the XPIT  Business as presently
conducted and the  functionality  of the Software in  conformance  with Schedule
6.16. No equipment is in need of material  repairs or replacement.  The Acquired
Assets transferred hereunder, including intangible assets and works in progress,
are all of the assets that are necessary for the continued operation of the XPIT
Business as presently  conducted and for the Software to function in conformance
with Schedule 6.16.

     6.6 Liabilities. XPIT has no liabilities, liquidated, actual or contingent,
except as shown on the Financial  Statements or on Schedule 6.6. Any liabilities
arising after the date of the most recent Financial Statement have arisen in the
ordinary course of business of XPIT and


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are  substantially  similar  in kind and  amount to those  amounts  shown on the
Financial  Statements.  Schedule 6.6 specifically  includes all accrued benefits
due to employees of XPIT and any of the Employees employed by Stockholder or any
other party, including sick leave, vacation rights, and other employee benefits,
whether or not such liabilities are fully reflected in the Financial Statements.

     6.7 Operations Since the Financial  Statements.  Since the date of the most
recent Financial Statement, there has not been and there will not be through the
date of Closing:

          (a)  Any  change  in the  business,  results  of  operations,  assets,
financial  condition,  or  manner  of  conducting  the XPIT  Business  or in the
functionality of the Software;

          (b) Any  decrease  in the net book value of XPIT or the net XPIT asset
value shown on the most  recent  balance  sheet  included  within the  Financial
Statements;

          (c) Any  damage,  destruction,  or loss  (whether  or not  covered  by
insurance);

          (d) Any  declaration,  setting  aside,  or payment of any  dividend or
other  distribution with respect to the stock of XPIT or any other  distribution
to or for the benefit of the  Stockholder  except for payment of salaries in the
ordinary course of business;

          (e) Any increase in the  compensation  payable or to become payable by
XPIT to any of its officers, directors, employees, or agents;

          (f) Any other  distributions by XPIT of any nature whatsover to or for
the benefit of the Stockholder or any affiliate thereof;

          (g) Any  issuance  of  shares  of stock of XPIT,  or any  grant of any
option, warrant, or other right to acquire any of such stock;

          (h) Any employment,  bonus, or deferred compensation agreement entered
into  between XPIT and any of its  directors,  officers,  or other  employees or
consultants;

          (i) Any loss by XPIT of any customers,  clients, or suppliers,  or any
event or circumstance that is likely to lead to such loss which has a materially
adverse affect on the Acquired Assets or the Xpit Business or any entering into,
amendment, or termination by XPIT of any material contract,  franchise,  permit,
license, or other agreement;

          (j) Any  transaction  or other  action by XPIT outside of the ordinary
course of its  business  or any other  action  that could  materially  adversely
affect the Acquired  Assets,  the XPIT  Business,  or the  functionality  of the
Software;

          (k) Any amendment to the certificate of incorporation, bylaws or other
governing documents of XPIT; or


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          (l)  Any  indebtedness  incurred  by  XPIT  to  borrow  money  or  any
commitment  to  borrow  money,   any  guarantee  by  XPIT  of  any  third  party
obligations,  the imposition of any lien on the Acquired Assets, or the grant of
any encumbrance by XPIT.

     6.8 Legal  Proceedings.  Except as set forth on Schedule 6.8,  there are no
private or  governmental  proceedings  pending,  or to the best knowledge of the
Stockholder  or XPIT  threatened,  against  XPIT or the  Stockholder,  including
without  limitation  any  investigation,  audit,  lawsuit,  threatened  lawsuit,
arbitration,  workers'  compensation  claim,  civil rights claim, or other legal
proceeding of any nature whatsoever.

     6.9 Material Agreements.  XPIT is not a party to any employment  agreement,
equipment lease, real property lease,  agreement for purchase or sale, franchise
agreement,  joint venture agreement, or any other contract,  agreement, or other
obligation,  whether or not in writing (other than agreements that  individually
represent  obligations  on the  part of XPIT of  less  than  $10,000  and in the
aggregate obligations of not more than $75,000), except for agreements which are
terminable within 30 days by XPIT and any assignee of XPIT without acceleration,
penalty,  or any other adverse effect,  except those agreements which are listed
on Schedule 6.9.  Schedule 6.9 also  includes all  contracts or  agreements  for
goods  or  services  that  are used by XPIT in  conduct  of the  XPIT  Business,
required to cause the Software to function in conformance with Schedule 6.16, or
which  are  otherwise  material  to the  conduct  of the  XPIT  Business  or the
Software.  True,  accurate,  and  complete  copies of all  agreements  listed on
Schedule 6.9 have been provided to Acquisition Co. None of such agreements is in
default nor is XPIT or the  Stockholder  aware of any claim or penalty  that has
accrued  or that will  accrue as a result of the  Closing  hereunder  or for any
other reason under any of such agreements.  Except as set forth on Schedule 6.9,
all of the  Assigned  Obligations  may be assigned to  Acquisition  Co.  without
consent from any third party and without any acceleration, penalty, or any other
adverse effect.

     6.10  Employees.  Schedule  6.10  is a list of all of the  XPIT  employees,
including the date of first hire, social security number,  rate of compensation,
and any accrued  rights  (including  vacation  rights) to which such employee is
entitled from XPIT or Stockholder. Except as set forth on Schedule 6.10, none of
such  employees is a party to any  employment  agreement or other  contract with
XPIT  or  Stockholder.  Except  as set  forth  on  Schedule  6.10,  none of such
employees are entitled to any fringe benefits or other compensation from XPIT or
Stockholder as of the Closing Date. None of the XPIT employees is subject to any
collective  bargaining  agreement or other union  agreement,  nor is XPIT or the
Stockholder  aware of any effort to organize any of the  workforce  of XPIT.  No
disputes or claims  against XPIT exist on behalf of any of its present or former
employees,  including, but not limited to, claims of unemployment  compensation,
violation of wage and hour laws, claims relating to past compensation, or claims
relating to unjust termination.  Except as set forth on Schedule 6.10, XPIT does
not maintain any pension,  profit sharing,  401(k), or similar plan or any other
plan or benefit that is subject to regulation  under the  Employment  Retirement
Income  Security Act of 1974 or any successor  law, or any comparable law of any
state or any regulations or rules issued by the United States  government or any
state government respectively in connection therewith. XPIT is current in all of
its  obligations  to employees  with  respect to the benefit  plans that it does
maintain.


                                       8
<PAGE>

     6.11  Compliance  with Law.  XPIT is not in violation of any material  law,
regulation,  rule, ordinance,  or other governmental  requirement relating to or
which may have a material  adverse effect on its properties or its business.  As
of the Closing  Date,  neither  XPIT nor the  Stockholder  has  knowledge of any
development,  occurrence,  or condition that would  adversely  affect any of the
Acquired  Assets or Assumed  Obligations or that might curtail or interfere with
the present or future use of the Acquired Assets for the purposes for which they
are now  used.  All of the  products  and  services  sold or  licensed  by XPIT,
including  their  labeling  and  packaging,  are in  full  compliance  with  all
applicable  local,  state,  and  federal  laws,   statutes,   regulations,   and
ordinances.

     6.12  Environmental  Compliance.  XPIT  is  in  full  compliance  with  all
applicable  federal,  state, and local laws, rules, and regulations  relating to
environmental  regulations and to the disposal of waste products  (including but
not limited to those products defined as hazardous waste under applicable laws).
XPIT does not lease,  own, or operate a facility on, and has not leased,  owned,
or  operated  a  facility  on,  any  land  or  real  property   subject  to  any
environmental  contamination,  violation,  requirement for cleanup, or any other
environmental remediation.

     6.13 Taxes. To the extent required,  XPIT has timely and correctly prepared
and filed all tax  returns,  including  federal and state income tax returns and
sales tax returns,  and XPIT has paid all taxes due pursuant to such tax returns
as  well as all  other  taxes,  including  real  and  personal  property  taxes,
franchise taxes,  and sales and use taxes, for which XPIT is liable,  except for
certain  property  taxes that are  accrued but not yet due, as shown on Schedule
6.13. XPIT has not filed for and is not now, nor will it become,  subject to any
extension  of time  with  respect  to the  filing  of any tax  return.  XPIT has
provided to  Acquisition  Co.  true and correct  copies of all federal and state
income tax returns  filed for the past three  years by XPIT or its  predecessor,
Xpit.com,  Inc.  XPIT  and  the  Stockholder  are not  aware  of any  actual  or
threatened  tax audit against XPIT.  XPIT has paid all payroll taxes as and when
due,  maintains  all required  payroll trust  accounts,  and has timely paid all
employee and employer withholding taxes into such trust accounts.

     6.14 Insurance.  XPIT maintains adequate insurance with qualified insurance
carriers with respect to liability, workers' compensation, and property loss and
damage.  A list of insurance  policies showing  coverage  amounts,  deductibles,
insurance  carrier,  and  type  of  coverage  is set  forth  on  Schedule  6.14.
Declaration  pages have been  provided to  Acquisition  Co. with respect to each
such policy.

     6.15 Trademarks and Intellectual  Property.  XPIT is the exclusive owner of
all intellectual  property and technology  necessary for the conduct of the XPIT
Business or to cause the Software to function in accordance  with Schedule 6.16,
including,  without  limitation,  any and all United  States,  state and foreign
patents,  trademarks,  service marks,  trade names,  service names,  copyrights,
recordings or other use of marks,  registrations,  and  applications  pertaining
thereto, inventions,  discoveries,  improvements,  processes, formulae, computer
programs or software (including the Software), e-mail domain names or addresses,
websites,  drawings,  designs,  and all other know-how,  not generally available
(collectively the "Intellectual  Property").  XPIT has not granted to any person
or  entity,  other than its  customers,  any  license or other  right to use any
Intellectual Property, and the Intellectual Property does not require the use


                                       9
<PAGE>

of  third-party  software  or  consents.  As of the Closing  Date,  there are no
claims, actions, proceedings or facts that could lead to any claims, actions, or
proceedings  with respect to: (i) any  infringement  or claimed  infringement by
XPIT of any intellectual  property of any person or entity,  (ii) any threatened
or contemplated cancellation or revocation of any agreement granting to XPIT the
right to any  Intellectual  Property;  or (iii)  XPIT's  ownership or use of the
Intellectual Property. Set forth on Schedule 6.15 is a list of: (i) all patents,
trademarks,  service marks, trade names, copyrights,  or applications for any of
the foregoing and all know-how,  show-how,  and any other intellectual  property
rights that are owned or used in whole or in part by XPIT or the  Stockholder in
connection with the XPIT Business or the Software;  (ii) the geographic scope of
any  limitations  on any items listed on Schedule 6.15; and (iii) all agreements
to which XPIT is a party that are in force and relate in whole or in part to any
item listed on Schedule 6.15 or to any other intellectual  property used by XPIT
in conjunction with the XPIT Business or the Software.

     6.16  Software.  The  Software  will  perform  the  functions  set forth on
Schedule 6.16 in accordance with the specifications, descriptions and technical,
functional,   interface,  performance  and  capacity  specifications  set  forth
therein.  The Software is fully  operational on the  configuration  of hardware,
operating  system  and  software   currently   utilized  by  XPIT   ("Designated
Environment"), which will be transferred to Acquisition Co. hereunder as part of
the  Acquired  Assets.  When used in the  Designated  Environment  and  properly
maintained, the Software will not become unstable or cause instability or system
failures in the Designated Environment or any component thereof. The Software is
fit for its  intended  uses  and  purposes  and for the  operation  of the  XPIT
Business as currently conducted, and no licenses to or rights in any software or
other  intellectual  property is required  from any party to this  agreement  or
third  party for the conduct of the XPIT  Business  or to cause the  Software to
function in  accordance  with  Schedule  6.16.  The  Software,  when used in the
Designated  Environment,  shall receive,  process and respond in the time frames
set  forth  on  Schedule  6.16  and  will be  able  to  process  the  number  of
transactions set forth therein without adversely  affecting its response time or
functionality.  The Software has been developed and functions in accordance with
all applicable  laws and regulatory  standards.  The Software and each component
thereof  does  not,  and will not when  delivered,  contain  any  pre-programmed
devices, such as "viruses" or other such devices that will cause the Software or
any  component  thereof  to be erased  or  become  inoperable  or  incapable  of
processing or affect operations of other systems.

     6.17  Regulatory  Approvals.  Schedule  6.17  is a list  of  all  licenses,
permits,   qualifications,   and  other  regulatory  approvals  and  authorities
applicable  to the  XPIT  Business  or the  Software.  XPIT  holds  all of  such
approvals and other authorities necessary for the conduct of its business as now
conducted,  all of such  authorities  may be transferred to Acquisition  Co., at
Closing,  without  penalty or other  adverse  effect,  and  Acquisition  Co. may
thereafter  conduct  the  business  as  previously  conducted  by  XPIT  in full
compliance with all legal requirements.

     6.18 Customers and Suppliers.  As of the Closing Date, neither XPIT nor the
Stockholder  has any  information or reason to believe that any of its customers
or suppliers will cease to do business with  Acquisition  Co. after the Closing.
There are no disagreements or controversies pending, or to the best knowledge of
XPIT and the Stockholder,  threatened with any customer or supplier of XPIT, nor
has any such customer or supplier  made any claims or  complaints  regarding the
services or products provided by XPIT. All suppliers have been timely


                                       10
<PAGE>

paid by XPIT. There are no special relationships (personal or otherwise, such as
payment  in  kind,  rebates,  or  other  incentives)  between  XPIT and any XPIT
customer or supplier.  Neither XPIT nor any officer, director,  stockholder,  or
other  affiliate of XPIT has any  ownership or other  pecuniary  interest in any
competitor, customer, or supplier of XPIT. There are no sole source suppliers of
XPIT. For purposes of this agreement,  "sole supplier" shall mean any individual
or entity that provides  products or services  used in connection  with the XPIT
Business or the  Software,  but do not include  FutureSource/Bridge,  LLC or the
commodities and financial exchanges which provide information to XPIT. Except as
set forth on  Schedule  6.18,  XPIT does not use any  manufacturers,  sales,  or
independent  representatives  agreements  except  for  agreements  that  can  be
terminated  without  cause or damages upon thirty (30) or fewer days notice.  As
used herein, customers shall include all clients of XPIT, including all dealers,
distributors, and other users of XPIT services.

     6.19 Leased  Premises.  XPIT leases certain real property (the  "Premises")
from  Sawtooth  pursuant  to an Office  Sub-Lease  dated  October  24, 2000 (the
"Lease"),  a true,  correct,  and  complete  copy of which  has been  previously
provided to  Acquisition  Co. As now  configured,  the Premises are suitable and
adequate for the conduct of the XPIT  Business.  The Premises are not subject to
any other lease rights,  liens,  encumbrances,  or other third party rights that
would  interfere  with the  rights of  Acquisition  Co.  pursuant  to the Lease,
including  its right of quiet  enjoyment,  other than the primary  lease for the
Premises  by and  between  Sawtooth  as lessee  and the CW Moore  Plaza,  LLC as
lessor.  XPIT  does not own,  use or occupy  any real  property  other  than the
Premises.

     6.20  Obligation to Brokers.  Neither XPIT nor the Stockholder has incurred
any obligation for the payment of any brokerage commission, finder's fee, or any
other  obligation  relating  to  this  Agreement  or  the  consummation  of  the
transactions  provided for herein, other than the finder's fee to Steven Kanaval
which shall be paid in full by XPIT or Stockholder.

     6.21 Complete Disclosure. This Agreement and the agreements and instruments
attached  hereto and to be  delivered  at the time of Closing do not contain any
untrue  statement of a material fact by the  Stockholder or XPIT. This Agreement
and such  other  related  agreements  and  instruments  do not omit to state any
material fact necessary in order to make the  statements  made herein or therein
by XPIT or the Stockholder,  in light of the circumstances  under which they are
made, not misleading.

                                   ARTICLE VII
                REPRESENTATIONS AND WARRANTIES OF ACQUISITION CO.

     Acquisition  Co. and CQG represent and warrant to XPIT and the  Stockholder
as follows, as of the date hereof and as of the Closing:

     7.1 Organization and Qualification.  Acquisition Co. is a limited liability
company duly organized, validly existing, and in good standing under the laws of
the State of Colorado.  CQG is a corporation duly organized,  validly  existing,
and in good standing  under the laws of the


                                       11
<PAGE>

State of  Colorado.  Acquisition  Co. and CQG each have full power to own all of
their properties and to carry on their business as now conducted.

     7.2 Authority.  Acquisition  Co.,  pursuant to its articles of organization
and operating agreement,  and CQG, pursuant to its articles of incorporation and
bylaws,  each have the authority to execute this Agreement and to consummate the
transactions  provided  for  herein,  subject to final  approval by the board of
directors of each.

     7.3 No  Violation  of  Obligations.  The  execution  and  delivery  of this
Agreement,  and the consummation of the transactions  provided for herein,  will
not violate any agreement or commitment  made by Acquisition  Co. or CQG, or any
requirement  binding on Acquisition Co. or CQG,  including,  without limitation,
any lease, contract, loan agreement, promissory note, franchise agreement, court
order, judgment, regulatory ruling, or any arbitration award.

     7.4  No  Brokers.  Neither  Acquisition  Co.  nor  CQG  have  incurred  any
obligation  for the payment of any  brokerage  commission,  finder's fee, or any
other similar  obligation  relating to this Agreement or the consummation of the
transactions  provided for herein, all of which obligations will be satisfied by
Acquisition Co. or CQG without obligation to the Stockholder or XPIT.

     7.5 Complete Disclosure.  This Agreement and the agreements and instruments
related  hereto do not  contain  any  untrue  statement  of a  material  fact by
Acquisition  Co.  or  CQG.  This  Agreement  and  such  related  agreements  and
instruments  do not omit to state any material  fact  necessary in order to make
the statements made herein or therein, in light of the circumstances under which
they are made, not misleading.

                                  ARTICLE VIII
                        COVENANTS OF THE RELATED PARTIES

     8.1  Termination  of  Consulting  Agreement.  Sawtooth  is a  party  to  an
Independent  Consulting  Agreement  dated  March  12,  2001  and as  amended  on
September 27, 2001,  by and between  Sawtooth and the  Stockholder  ("Consulting
Agreement"). The Stockholder and Sawtooth hereby mutually agree to terminate the
Consulting Agreement and each acknowledge and agree that the other has satisfied
all of its obligations  under the Consulting  Agreement.  As  consideration  for
termination  of  the  Consulting  Agreement  by  Sawtooth  and  as  payment  and
satisfaction  in full of all  amounts  due or become  due  under the  Consulting
Agreement,  Acquisition Co. agrees to pay $10,000 to Sawtooth in certified funds
by wire transfer to an account designated by Sawtooth.

     8.2   Acknowledgement   of  Prior  Owners.   The  Members  are  holders  of
substantially  all of the  ownership  interests  in Sockeye  and  Sawtooth.  The
Members, Sockeye, and Ramsey (collectively,  the "Prior Owners") acknowledge and
agree that the payment set forth in Section 3.1(a) represents payment in full of
the  amounts  due under the  promissory  notes  issued to Sockeye  and Ramsey by
Stockholder  as  consideration  for the  transfer  and sale of their  direct and
indirect ownership interests in XPIT pursuant to the Merger Agreement. The Prior
Owners


                                       12
<PAGE>

further  acknowledge  and agree that the payment set forth in Section  3.1(a) is
payment  in advance  of the  maturity  of the  indebtedness  represented  by the
promissory notes and therefore is a payment to which they would not otherwise be
entitled at this time.

     8.3 Consent to  Transactions.  The Prior Owners consent to the transactions
set forth  herein for all  purposes,  including  the  restrictions  set forth in
Section 7.4 of the Merger Agreement.

     8.4 Release of Claims and Disclaimer of Rights.  The Related Parties hereby
disclaim all right,  title,  and interest in the Acquired Assets  (including the
Software and the Intellectual Property) and the Assumed Obligations and agree to
execute  any  document  and to take such  other  actions as may be  required  by
Acquisition Co. to vest ownership of the Acquired Assets (including the Software
and the  Intellectual  Property) and Assumed  Obligations in Acquisition Co. The
Prior  Owners  hereby  release  all claims to or  against  the  Acquired  Assets
(including the Software and the Intellectual  Property) and Assumed  Obligations
or against Acquisition Co. and its affiliates.

     8.5  Representations  and  Warranties of the Related  Parties.  The Related
Parties hereby represent and warrant,  jointly and severally, to Acquisition Co.
and CQG, as follows:

          (a) Ramsey,  Sawtooth,  Sockeye each represent and warrant that it has
the  authority,  pursuant  to its  certificate  of  incorporation  and bylaws or
articles of organization and operating agreement, as applicable, and pursuant to
such additional action as is necessary by its officers, directors, stockholders,
members  or  managers,   to  execute  this  Agreement  (and  the  Noncompetition
Agreement,  as  applicable)  and to  consummate  the  transactions  provided for
herein.  Without  limiting the generality of the foregoing,  each agrees that it
will fully  authorize  all of the  transactions  provided  for  herein  prior to
Closing.

          (b) As of March 12, 2001 (the "Merger Date"), the  representations and
warranties  set forth in Sections 4.1 through 4.22 of the Merger  Agreement were
true, accurate, and complete in all respects.

          (c) As of the  Merger  Date,  XPIT's  predecessor,  Xpit.Com  was  the
exclusive  owner of or had a valid right to use all  intellectual  property  and
technology necessary for the conduct of its business or the functionality of the
Software.  As of the Merger  Date,  Xpit.Com  did not own or use, in whole or in
part, any United States, state and foreign patents,  trademarks,  service marks,
trade   names,   service   names,   copyrights,   recordings   or  other  marks,
registrations,  and applications  pertaining  thereto  ("Registrations")  except
Registrations for which it had a valid license or right to use. As of the Merger
Date, no third parties had any Registrations covering intellectual property used
by Xpit.Com,  except  Registrations for which it had a valid license or right to
use. As of the Merger  Date,  Xpit.Com  had not granted to any person or entity,
other than its  customers,  any  license or other  right to use any  inventions,
discoveries,  improvements,  processes,  formulae, computer programs or software
(including the Software), e-mail domain names or addresses,  websites, drawings,
designs,  and all other  know-how,  not generally  available  (collectively  the
"Intellectual  Property").  As of the Merger Date, the Intellectual Property did
not require the use of third-party  software or consents except for software for
which Xpit.Com


                                       13
<PAGE>

had consents or a valid  license or right to use. As of the Merger  Date,  there
were no claims,  actions,  proceedings  or facts that could lead to any  claims,
actions,  or  proceedings  with  respect  to:  (i) any  infringement  or claimed
infringement by Xpit.Com of any  intellectual  property of any person or entity,
(ii) any threatened or contemplated  cancellation or revocation of any agreement
granting to Xpit.Com the right to any Intellectual Property; or (iii) Xpit.Com's
ownership or use of the Intellectual Property.

     8.6 Representation  and Warranty of Ramsey.  Ramsey represents and warrants
that it is not in possession of any  confidential or proprietary  information of
XPIT  and  that it has not  used  and  will  not use any  such  confidential  or
proprietary information in the conduct of its business.

     8.7 Noncompetition. The Merger Agreement and this Agreement provide for the
transfer of valuable  confidential and proprietary  information  utilized in the
XPIT Business, some of which constitutes trade secrets and all of which Sockeye,
Sawtooth,  and the  Members  have had  access  to or  knowledge  of. In order to
protect the  confidentiality of such proprietary  information and to prevent the
use of such proprietary  information by Sockeye,  Sawtooth, and the Members in a
manner  adverse to  Acquisition  Co. and in  consideration  for the  accelerated
payment  of the  promissory  notes as set  forth  in  Section  3.1(a),  Sockeye,
Sawtooth,  and the Members each agree to execute and deliver to Acquisition  Co.
at the Closing,  a Noncompetition  Agreement in substantially  the form attached
hereto as Exhibit B.


                                       14
<PAGE>

                                   ARITCLE IX
                         INFORMATION AND CONFIDENTIALITY

     9.1 Provision of  Information  Relating to XPIT.  Prior to the execution of
this Agreement,  XPIT and the Stockholder have made available to Acquisition Co.
information  relating to the  business and  operations  of XPIT,  including  the
Acquired Assets, the Assumed Obligations, and the Excluded Liabilities. XPIT and
the Stockholder  believe that all of such information is substantially  true and
complete. Any due diligence or investigation by Acquisition Co. shall not affect
the  representations  and warranties of XPIT contained in this Agreement,  which
shall continue in effect and shall survive the Closing.

     9.2 Continued Due Diligence.  XPIT and the Stockholder  will cooperate with
and  will  provide  to  Acquisition  Co.  all of the  information  requested  by
Acquisition Co. in connection with its due diligence  investigation of XPIT, the
Acquired Assets, the Assumed Obligations,  the Excluded Liabilities, and related
matters,  including,  without limitation, all contracts,  leases, and agreements
related to the XPIT Business (including prior purchase agreements and leases for
property and  equipment),  financial  statements,  the condition of property and
equipment,  and  confirmation  of  revenues,  expenses,  inventories,   accounts
receivable, accounts payable, contracts receivable, and liabilities. Acquisition
Co. shall further have the right, prior to the Closing,  to inspect the premises
of XPIT and to interview or meet with  employees to assist in transition  and to
determine the nature and status of projects  currently in  development.  Any due
diligence   or   investigation   by   Acquisition   Co.  shall  not  affect  the
representations and warranties of XPIT contained in this Agreement,  which shall
continue in effect and shall survive the Closing.

                                    ARTICLE X
                              CONDITIONS TO CLOSING

     The  obligations  of the  parties to close the  transactions  provided  for
herein  are  subject  to the  following  conditions  as  well  as to  any  other
conditions express or implied in this Agreement.

     10.1  Stockholder and XPIT  Conditions.  The obligations of the Stockholder
and XPIT are subject to the following conditions:

          (a) All representations,  warranties,  covenants, and other agreements
contained  herein on the part of Acquisition Co. will be true and correct at the
time of Closing.

          (b) No lawsuit,  governmental  action, or other legal proceeding shall
have been  commenced  that shall  materially  interfere  with the ability of the
parties to consummate the transactions provided for herein.

     10.2 Acquisition  Co.'s  Conditions.  The obligations of Acquisition Co. to
complete  the  transactions  provided  for herein are  subject to the  following
conditions:

          (a) All representations,  warranties,  covenants, and other agreements
contained  herein  on the  part of the  Stockholder  and  XPIT  will be true and
correct at the time of Closing.


                                       15
<PAGE>

          (b) No lawsuit,  governmental  action, or other legal proceeding shall
have been  commenced  that shall  materially  interfere  with the ability of the
parties to consummate the transactions provided for herein.

          (c)  Acquisition  Co.'s Board of Directors  shall have  approved  this
transaction, this Agreement, and the exhibits and schedules referenced herein.

          (d) Acquisition Co. will be reasonably satisfied as to the willingness
of the key employees of XPIT identified by Acquisition  Co. to continue  working
for Acquisition Co after the Closing hereunder.

          (e) XPIT and the  Stockholders  shall provide a  certificate  or other
evidence satisfactory to Acquisition Co. from XPIT's state and local governments
showing  that  XPIT is not  delinquent  on its  sales  and use tax  obligations;
provided,  however,  that Acquisition Co. and CQG acknowledge that the amount of
franchise  tax owed by  Stockholder  to the State of  Delaware is  currently  in
dispute.

          (f)  Acquisition  Co. shall be satisfied that the Assumed  Obligations
may be assigned to Acquisition  Co. without penalty or any other adverse effect,
and when necessary, that the consent of third parties has been obtained.

          (g)  Sawtooth  shall  execute and deliver a Sublease  for the Premises
substantially in the form attached hereto as Exhibit G.

          (h) Sawtooth shall have transferred the domain name  "www.xpit.net" to
Acquisition Co.

          (i) XPIT shall have  obtained (i) the consent of the  stockholders  of
the  Stockholder  to the  transactions  set forth herein,  or (ii) an opinion of
Delaware  counsel  (the  "Delaware  Opinion  Letter"),  in  form  and  substance
reasonably   acceptable  to  counsel  to  Acquisition  Co.,  opining  that  such
stockholder  approval is not necessary to consummate the  transactions set forth
herein and an appraisal  ("Appraisal") by a reputable,  disinterested  appraiser
with experience in valuing  companies in substantially  the same business sector
as  Stockholder,  which  appraiser shall be approved by Acquisition Co. prior to
commencing the Appraisal. The Appraisal shall establish the fair market value of
Stockholder and its subsidiaries  (excluding  XPIT) on a consolidated  basis and
shall   demonstrate  to  the  satisfaction  of  Acquisition  Co.,  in  its  sole
discretion,  that the Acquired Assets do not constitute substantially all of the
assets of Stockholder on a consolidated basis.  Acquisition Co. hereby agrees to
pay one-half of the cost of the Appraisal on the following  conditions:  (i) the
total  cost paid by  Acquisition  Co.  for such  Appraisal  shall not exceed Ten
Thousand Dollars  ($10,000);  (ii) Acquisition Co. shall not incur any liability
to pay costs or fees to any  appraiser  selected by XPIT or  Stockholder  unless
such  appraiser has been approved by Buyers in writing;  and (iii) the Appraisal
shall be completed within seven (7) days of the date hereof.


                                       16
<PAGE>

          (j) XPIT and  Stockholder  shall have  continued  to conduct  the XPIT
Business in substantially the same manner as it has historically been conducted,
including providing substantially similar financial and other resources to XPIT.

                                   ARTICLE XI
                                     CLOSING

     The closing of all  transactions  provided for herein (the "Closing") shall
occur by delivery of documents by facsimile  (with  originals to be delivered by
overnight  courier the following day) as soon as  practicably  after each of the
conditions  set forth in Article X have been  satisfied  or  waived,  or at such
other  time  as the  parties  may  mutually  agree  (the  "Closing  Date").  The
transactions at Closing,  when  effective,  will be deemed to be effective as of
the opening of business on the day of Closing,  except as otherwise specifically
provided  at the time of  Closing.  All  actions to be taken at Closing  will be
considered to be taken simultaneously, and no document, agreement, or instrument
will be considered  to be delivered  until all items that are to be delivered at
the Closing have been  executed and  delivered.  At the Closing,  the  following
actions will occur:

     11.1 Certificates. Officers of CQG, Acquisition Co., the Stockholder, XPIT,
Sockeye,  Sawtooth,  and Ramsey  will each  respectively  execute a  certificate
stating that all  representations  and warranties  made by them  respectively in
this Agreement continue to be true as of the time of Closing.

     11.2 XPIT's Legal Opinion.  The Stockholder will deliver to Acquisition Co.
an opinion of legal counsel for the  Stockholder  and XPIT,  in form  reasonably
satisfactory to Acquisition Co.,  opining  favorably as to the matters set forth
in Sections  6.1 and 6.2 and, to the best of such  counsel's  knowledge,  to the
matters in Section 6.3 of this Agreement.

     11.3  Assignment  and  Bill of Sale.  XPIT,  Stockholder,  and the  Related
Parties will execute and deliver to  Acquisition  Co. an assignment  and bill of
sale,  substantially in the form of Exhibit E,  transferring good and marketable
title to all of the  Acquired  Assets to  Acquisition  Co. free and clear of any
liens or other adverse interests.

     11.4 Assignment of Intangibles.  XPIT will execute such further assignments
or other  transfer  documents as may be  necessary  to transfer  all  intangible
Acquired Assets to Acquisition Co.,  including  consents from third parties,  to
the  extent  required  to  provide  valid  assignments  of  contracts  and other
agreements.  The  Stockholder  and the Related  Parties  will  confirm its prior
transfer to XPIT of all information or other  Intellectual  Property relating to
the XPIT business or the Software.

     11.5   Third-Party   Consents.   Stockholder  and  XPIT  shall  deliver  to
Acquisition  Co. any  consents  or  agreements  necessary  to assign the Assumed
Obligations to Acquisition Co.


                                       17
<PAGE>

     11.6 Assignment and Assumption of Assumed  Obligation.  The Stockholder and
Acquisition Co. will execute an assumption of liabilities,  substantially in the
form of Exhibit F, assuming and agreeing to pay all of the  liabilities  assumed
in accordance with Section 4.1.

     11.7 Sublease.  Sawtooth and  Acquisition  Co. shall execute a Sublease for
the Premises substantially in the form of Exhibit G.

     11.8 Acquisition  Co.'s Legal Opinion.  Acquisition Co. will deliver to the
Stockholder  and XPIT an opinion of legal counsel for  Acquisition  Co., in form
reasonably  satisfactory to XPIT and the Stockholder,  opining  favorably as the
matters set forth in Sections 7.1 and 7.2.

     11.9  Purchase  Price.  Acquisition  Co.  will pay the Base  Price  for the
Acquired Assets in accordance with Section 3.1 hereof.

     11.10  Excluded  Liabilities.  The  Stockholder  and XPIT shall  satisfy or
provide  evidence  satisfactory  to Acquisition  Co. that they have satisfied or
will satisfy all of the Excluded Liabilities.

     11.11  Corporate  Authorization  of Acquisition  Co.  Acquisition Co. shall
provide such corporate  authorization as XPIT and the Stockholder may reasonably
request  for the  purpose of  verifying  the  validity  of all  instruments  and
documents delivered at the time of Closing by Acquisition Co.

     11.12  Corporate  Authorization  of  XPIT  and  Stockholder.  XPIT  and the
Stockholder  shall provide such corporate  authorization  as Acquisition Co. may
reasonably  request for the purpose of verifying the validity of all instruments
and  documents  delivered  at the time of  Closing  by XPIT or the  Stockholder,
including  the  Appraisal  and  the  Delaware  Opinion  Letter  or a vote of the
stockholders of the Stockholder.

     11.13  Tax  Allocations.  The  parties  shall  execute a  schedule  showing
allocations of the purchase price to the various  Acquired  Assets as reasonably
determined by  Acquisition  Co.,  which  allocations  shall be  consistent  with
Section 1060 of the Internal  Revenue Code and the Regulations  thereunder.  The
parties will agree to report all  transactions  hereunder  consistent  with such
schedule for all tax purposes.

     11.14  Employment  Agreements and  Confidentiality  Agreements.  XPIT shall
deliver  an  employment  termination  letter  to  each of the  Employees  and an
assignment and waiver of its rights under each of the  Employee's  nondisclosure
agreements  with  XPIT.  Each of the  Employees  shall  execute  the  Employment
Agreement or the Confidentiality Agreement.

     11.15  Noncompetition  Agreements.  XPIT and the  Stockholder  and Sockeye,
Sawtooth,   and  the  Members  shall  execute  the   Noncompetition   Agreement,
substantially in the forms attached hereto as Exhibits A and B, respectively.

     11.16 Name Change. XPIT shall deliver to Acquisition Co. such documentation
as it may deem  reasonably  necessary to change its name to a name that does not
include "XPIT" or


                                       18
<PAGE>

any variant thereof or assurances that such  documentation  will be delivered as
soon as reasonably possible following the Closing.

     11.17 Domain Names.  Stockholder,  XPIT and/or  Sawtooth  shall execute and
deliver to Acquisition Co. any documents reasonably requested by Acquisition Co.
in order to assign and transfer the domain names "XPIT.com" and "XPIT.net."

     11.18 Consent of Noteholders.  The  Noteholders  shall execute an agreement
consenting  to the  transactions  herein,  confirming  payment  of the notes and
terminating the promissory note and related pledge agreements.

     11.19 Termination of Consulting  Agreement.  Stockholder and Sawtooth shall
execute an agreement  terminating  the Consulting  Agreement in accordance  with
Section 8.1 hereof.

     11.20 Other Acts. The parties will execute any other  documents  reasonably
required to carry out the intent of this Agreement.

                                   ARTICLE XII
                                   TERMINATION

     This Agreement will terminate in accordance with the following provisions.

     12.1  Termination.  If Xpit or  Stockholder,  on the  one  hand,  or CQG or
Acquisition  Co., on the other hand have not satisfied such parties'  conditions
to Closing,  as set forth in Article X, within  forty-five (45) days of the date
hereof,  this Agreement may be terminated by the others upon written notice,  as
provided  herein  without  liability  to any  party.  If the  purchase  and sale
provided for herein  fails to close  within six months of the date hereof,  then
this Agreement shall automatically  terminate unless the parties have, by mutual
agreement,  extended  the time for Closing in writing  without  liability to any
party.

     12.2 Failure of Condition.  If this  Agreement  terminates by reason of the
failure of any condition  provided for herein to be satisfied  within six months
of the date hereof,  and if the failure to satisfy such condition occurs without
material  fault on the part of either party hereto,  then this  Agreement  shall
terminate without liability on the part of either party hereto,  except that the
confidentiality provisions set forth in Article IX shall remain in effect.

     12.3  Termination  by Agreement.  If the parties  hereto  mutually agree to
terminate this Agreement,  such termination shall be effective without liability
to either party hereto.


                                       19
<PAGE>

                                  ARTICLE XIII
                               COSTS AND EXPENSES.

     Except as  otherwise  expressly  provided  for  herein,  whether or not the
transactions contemplated by this Agreement are consummated, each of the parties
hereto will be solely  responsible  for its own costs and  expenses  incurred in
connection   herewith  including  without  limitation  any  legal,   accounting,
appraisal or other professional fees.

                                   ARTICLE XIV
                             MUTUAL INDEMNIFICATION

     14.1  XPIT's and the  Stockholder's  Indemnity.  XPIT and the  Stockholder,
jointly and severally,  (and the Related  Parties,  jointly and severally,  with
respect to the obligations, covenants,  representations and warranties set forth
in Article VIII) agree that they shall  indemnify and hold harmless  Acquisition
Co., CQG, and the representatives, shareholders, officers, directors, employees,
agents, affiliates, predecessors, successors, and assigns of each (collectively,
the "Acquisition Co.  Indemnitees") from and against any and all costs,  losses,
liabilities,   damages,  litigation,  claims,  costs,  and  expenses,  including
reasonable  attorneys'  fees and other  expenses  of  investigation  and defense
(collectively,  the  "Damages") to which the  Acquisition  Co.  Indemnitees  may
become  subject or which are incurred in connection  with,  arise out of, result
from, or are  attributable to any material breach of the terms of this Agreement
or any certificate or other document  delivered  hereunder or pursuant hereto by
XPIT, the Stockholder,  or the Related Parties, including any material breach of
any  representation  or warranty made by XPIT, the  Stockholder,  or the Related
Parties the failure by XPIT or the Stockholder to perform  materially any of the
covenants  or  obligations  contained  herein  or in any  certificate  or  other
document delivered hereunder or pursuant hereto.

     14.2 Acquisition  Co.'s and CQG's Indemnity.  Acquisition Co. and CQG agree
that  they,  jointly  and  severally,  shall  indemnify  and hold  harmless  the
Stockholder, XPIT and the representatives,  officers,  directors,  stockholders,
employees,  agents,  affiliates,  predecessors,  successors, and assigns of each
(collectively,  the "XPIT  Indemnitees") from and against any and all Damages to
which  the XPIT  Indemnitees  may  become  subject  or  which  are  incurred  in
connection  with, arise out of, result from, or are attributable to any material
breach of the  terms of this  Agreement  or any  certificate  or other  document
delivered  hereunder by Acquisition  Co.,  including any material  breach of any
representation   or  warranty  made  by  Acquisition  Co.,  or  the  failure  by
Acquisition  Co. to  perform  materially  any of the  covenants  or  obligations
contained herein or in any certificate or other document delivered  hereunder or
pursuant hereto or any use of the Acquired Assets after Closing.

     14.3 General. The party entitled to indemnification shall be referred to as
the "Indemnified Party," and the party obligated to provide such indemnification
shall be  referred to as the  "Indemnifying  Party"  provided  that XPIT and the
Stockholder  shall be treated as one party for purposes of such  definitions  in
this Article XIV. The Indemnified  Party shall advise the Indemnifying  Party in
writing of any claim for  indemnification  (whether or not such claim involves a
person  or entity  that is not a party to this  Agreement  (a  "Third  Party")),
although the


                                       20
<PAGE>

failure to provide such written  notice shall not discharge the  obligations  of
the Indemnifying Party hereunder.

     14.4 Third Party Claims.

          (a) The Indemnified  Party shall  immediately  notify the Indemnifying
Party in writing of any claim by a Third Party for which the Indemnifying  Party
has   indemnification   obligations   hereunder   and  shall   acknowledge   its
indemnification  obligation  for such claim in  writing.  After the  Indemnified
Party has received such notice of a claim by a Third Party from the Indemnifying
Party, the Indemnified  Party shall allow the Indemnifying  Party an opportunity
to undertake the prompt and diligent defense, settlement, or other resolution of
the claim. In the event the  Indemnifying  Party assumes the defense as provided
above, the Indemnified  Party shall have the right to participate in the defense
at its own expense, shall cooperate with the Indemnifying Party in such defense,
and will  attempt to make  available  to the  Indemnified  Party on a reasonable
basis all such witnesses,  records, materials, and information in its possession
or  under  its  control  relating  thereto  as is  reasonably  requested  by the
Indemnifying  Party.  Without the written consent of the Indemnified  Party, the
Indemnifying  Party  shall not,  in the defense of such Third Party claim or any
litigation  resulting  therefrom,  consent to the entry of any judgment or enter
into any settlement.  Any settlement of a Third Party claim shall include, as to
the Indemnified Party as an unconditional  term thereof,  a release by the Third
Party of the  Indemnified  Party from any and all  liability  in respect of such
claim or litigation, unless the Indemnified Party agrees otherwise in writing.

          (b) In the event that the Indemnifying  Party elects not to assume the
defense,  is unwilling to  acknowledge  its  indemnification  obligations to the
Indemnified  Party in writing as required by Section 14.3 does not  perform,  or
reasonably  appears to be incapable of  performing  such  obligations,  then the
Indemnified  Party may defend,  settle,  or  otherwise  resolve the claim as the
Indemnified  Party determines to be appropriate.  In such case, the Indemnifying
Party shall be responsible for all costs incurred, including settlement or other
amounts paid to third parties, by the Indemnified Party in connection  therewith
and shall  cooperate with the  Indemnified  Party in such defense and attempt to
make available to it all such witnesses,  records, materials, and information in
its  possession  or under its control  relating  thereto as is  requested by the
Indemnified Party.

     14.5  Remedies.   The  Indemnifying  Party  shall  promptly  reimburse  the
Indemnified   Party  for  the  amount  of  any  judgment  rendered  against  the
Indemnified  Party with respect to any Third Party claim in  litigation  or upon
request by the Indemnified  Party for any other Damages arising out of any claim
not involving a Third Party. To the extent that the  Indemnifying  Party refuses
to pay in full the Damages owed to the Indemnified  Party, the Indemnified Party
may: (i) offset the Damages against any payments the  Indemnified  Party may owe
the Indemnifying Party, including without limitation the Holdback Amount and the
Contingent  Payments;  and (ii) utilize any legal or equitable remedy to collect
from the Indemnifying Party the amount of such Damages. Nothing contained herein
is intended to limit or constrain the  Indemnified  Party's  rights  against the
Indemnifying  Party for indemnity,  the remedies herein being  cumulative and in
addition to all other rights and remedies of the Indemnified  Party at law or in
equity.


                                       21
<PAGE>

                                   ARTICLE XV
                 XPIT'S AND STOCKHOLDER'S POST-CLOSING COVENANTS

     From and  after  the time of  Closing,  XPIT and the  Stockholder  agree as
follows:

     15.1  Payment of  Liabilities.  Except for the  Assumed  Obligations,  XPIT
and/or  the  Stockholder  shall pay all of XPIT's  liabilities  as and when due,
including  without  limitation any liabilities to trade creditors not assumed by
Acquisition  Co. In the  event  that  Acquisition  Co.  must pay any such  trade
creditor  in order for such trade  creditor  to  continue  to do  business  with
Acquisition  Co. on the same terms as such party did  business  with XPIT,  then
Acquisition  Co. may pay such trade creditor and offset such payment against any
payments  Acquisition Co. thereafter may owe XPIT or the Stockholder,  including
without limitation the Holdback Amount and the Contingent Payments, or take such
other  actions as may be  reasonable  to collect  such  payment from XPIT or the
Stockholder.

     15.2 Sales Taxes.  XPIT and/or the Stockholder  shall pay all sales and use
taxes owed to any state taxing authority or any political  subdivision or taxing
authority in any state that accrue prior to or as a result of  consummating  the
transactions  set forth in this  Agreement,  if any, as and when due. XPIT shall
not permit any lien in favor of the of any state or any political subdivision or
taxing  authority  in the State of Idaho to attach to the Acquired  Assets,  and
shall  satisfy  or  otherwise  discharge  any such lien that does  attach to the
Acquired  Assets,  as a result of consummating the transaction set forth in this
Agreement.  In the  event  XPIT  and the  Stockholder  fail to pay  such  taxes,
Acquisition  Co. may pay such taxes and offset such payment against any payments
Acquisition Co.  thereafter may owe XPIT or the Stockholder,  including  without
limitation the Holdback Amount and the Contingent  Payments,  or take such other
actions  as  may  be  reasonable  to  collect  such  payment  from  XPIT  or the
Stockholder

     15.3 XPIT Liquidation. After Closing, XPIT may liquidate and distribute all
of its net assets,  including any future payments hereunder, to the Stockholder,
provided  that the  Stockholder  acknowledges  in writing  its  agreement  to be
responsible  for all of the  obligations of XPIT to Acquisition Co. Upon receipt
of notice of such  liquidation and assumption of  obligations,  all payments and
other  obligations  due from  Acquisition  Co. to XPIT shall  thereafter be made
exclusively to the Stockholder.

                                   ARTICLE XVI
                               GENERAL PROVISIONS

     The following general provisions shall apply to this Agreement.

     16.1 Survival of Agreement.  This Agreement,  and all terms, warranties and
provisions  hereof  will be true and  correct as of the time of Closing and will
survive  the  Closing  for a period of three  (3)  years,  except  as  otherwise
expressly  provided herein and except for claims for any breach of Sections 6.1,
6.2, 6.3,  6.5, 6.13 and 6.15,  which shall survive for five (5) years after the
Closing.


                                       22
<PAGE>

     16.2  Notices.  All notices  required or  permitted  hereunder or under any
related  agreement or  instrument  (unless such related  agreement or instrument
otherwise provides) will be deemed delivered when delivered personally,  mailed,
by certified mail,  return receipt  requested,  or registered mail, or sent by a
nationally recognized overnight courier to the respective party at the following
addresses  or to such  other  address  as each  respective  party may in writing
hereafter designate:

     (a)  To XPIT or the Stockholder:

          RateXchange Corporation
          100 Pine Street, Suite 500
          San Francisco, CA  94111
          Attention:  D. Jonathan Merriman, Chairman and CEO

          With a copy  sent at the same time in the same  manner to their  legal
          counsel at:

          RateXchange Corporation
          100 Pine Street, Suite 500
          San Francisco, CA  94111
          Attention:  Christopher Aguilar, General Counsel

     (b)  To CQG or Acquisition Co.:

          CQG, Inc.
          1050 17th Street, Suite 2000
          Denver, CO 80265
          Attention:  David Chapman

          With a copy  sent at the same  time in the same  manner  to its  legal
          counsel at:

          Krendl, Krendl, Sachnoff & Way, Professional Corporation
          370 Seventeenth Street, Suite 5350
          Denver, CO 80202
          Attention: Cathy S. Krendl, Esq.

     16.3  Successors  and  Assigns.  This  Agreement  will be binding  upon the
parties hereto and their respective successors, personal representatives, heirs,
and assigns.  However,  no party hereto will have any right to assign any of its
obligations  pursuant to this Agreement except with the prior written consent of
all of the other  parties,  except  that  Acquisition  Co. may assign its rights
hereunder to a  corporation,  limited  liability  company,  or other entity that
Acquisition Co. wholly-owns or that Acquisition Co. is wholly-owned by.


                                       23
<PAGE>

     16.4  Merger.   This  Agreement  and  the  exhibits  and  other  documents,
agreements, and instruments related hereto set forth the entire agreement of the
parties  with  respect to the  subject  matter  hereof and may not be amended or
modified except in writing subscribed to by all such parties.

     16.5 Attorney's  Fees. If any party shall commence any action or proceeding
against the other that arises out of the provisions hereof or to recover damages
as the  result  of the  alleged  breach  of any of the  provisions  hereof,  the
prevailing  party  therein  shall be entitled to recover from the  nonprevailing
party  all  reasonable  costs  incurred  in  connection   therewith,   including
reasonable attorneys' fees.

     16.6  Governing  Law. This Agreement is entered into in the City and County
of Denver,  State of Colorado,  it will be performed  within such state, and all
issues arising  hereunder  shall be governed in all respects by the laws of such
state.

     16.7  Modification  or  Severance.  In the event that any provision of this
Agreement is found by any court or other authority of competent  jurisdiction to
be illegal or unenforceable,  such provision shall be severed or modified to the
extent necessary to render the remainder of the Agreement  enforceable and as so
severed or modified, this Agreement will remain in full force and effect.

     16.8 Captions.  The captions in this Agreement are included for convenience
only and shall not in any way affect the interpretation of any of the provisions
hereof.

     16.9 Counterparts.  This agreement may be executed in counterparts, each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same agreement.

                            [SIGNATURE PAGE FOLLOWS]


                                       24
<PAGE>

     IN WITNESS  WHEREOF,  the parties have read and entered into this Agreement
as of the date above written.

                                   XPIT ACQUISITION LLC,
                                   a Colorado limited liability company,

                                   By:  CQG, INC.,
                                        a Colorado corporation
                                   Its: Member

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________


                                   CQG, INC.,
                                   a Colorado corporation

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________


                                   XPIT CORPORATION,
                                   a Delaware corporation

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________


                                   RATEXCHANGE CORPORATION,
                                   a Delaware corporation

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________


                                       25
<PAGE>

                                   SAWTOOTH INVESTMENT MANAGEMENT, LLC,
                                   an Idaho limited liability company

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________


                                   SOCKEYE TRADING, LLC,
                                   an Idaho limited liability company

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________


                                   RAMSEY FINANCIAL, INC.,
                                   a Kentucky corporation

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________


                                   _____________________________________________
                                        Mike Boren

                                   _____________________________________________
                                        Dave Boren

                                   _____________________________________________
                                        Doug Bates


                                       26
<PAGE>

                                LIST OF EXHIBITS

Exhibit A    Form of Noncompetition Agreement of XPIT and Stockholder
Exhibit B    Form of Noncompetition Agreement of Sawtooth, Sockeye and the
             Members
Exhibit C    Form of Employment, Confidential Information and Invention
             Assignment Agreement
Exhibit D    Form of Confidential Information and Invention Assignment Agreement
Exhibit E    Form of Assignment and Bill of Sale
Exhibit F    Form of Assignment and Assumption Agreement
Exhibit G    Form of Sublease

                                LIST OF SCHEDULES

Schedule     Description
--------     -----------

 3.1(a)      Payment of Base Price
 3.2         Order-Routing Revenue
 4.1         Assumed Obligations
 6.4         Financial Statements of XPIT
 6.5         Acquired Assets
 6.6         Liabilities
 6.8         Legal Proceedings
 6.9         Material Agreements
 6.10        XPIT Employees
 6.13        Taxes
 6.14        Insurance Policies
 6.15        Trademarks and Intellectual Property
 6.16        Software
 6.17        Regulatory Approvals
 6.18        Customers and Suppliers


                                       27