RTX/AW                                                                F 10.25.01


                           CLASS A REDEEMABLE WARRANTS
                            TO PURCHASE COMMON STOCK
                                       OF
                             RATEXCHANGE CORPORATION

     THESE WARRANTS ARE ISSUED  PURSUANT TO AN EXEMPTION  FROM THE  REGISTRATION
     PROVISIONS OF THE  SECURITIES ACT OF 1933 AND  QUALIFICATION  PROVISIONS OF
     APPLICABLE  STATE  SECURITIES  LAWS.  NEITHER THEY NOR THE SHARES OF COMMON
     STOCK  FOR  WHICH  THEY  CAN BE  EXERCISED  MAY BE  SOLD,  HYPOTHECATED  OR
     OTHERWISE  TRANSFERRED UNLESS REGISTERED  PURSUANT TO THE SECURITIES ACT OF
     1933 AND QUALIFIED UNDER APPLICABLE STATE LAW OR, IN THE OPINION OF COUNSEL
     TO THE COMPANY, AN EXEMPTION THEREFROM IS AVAILABLE.

WHEREAS, at a meeting of the Board of Directors of RateXchange Corporation. (the
"Company") duly called and held on September 19, 2001, the Board  authorized the
granting of XXXXXX  Class A  Redeemable  Warrants  (the "A  Warrants"),  each to
purchase  one share of the  Company's  Common  Stock,  par value  $0.0001,  (the
"Common  Stock") to XXXXXXXX  (the  "Holder") in  accordance  with the terms set
forth herein; and

WHEREAS,  these A  Warrants  are part of a series of A Warrants  (the  "Series A
Warrants"),  all with the same terms and  conditions  as those set forth herein,
which may be issued by the Company  exercisable  for up to an aggregate  818,750
shares of Common Stock; and

WHEREAS,  the Series A Warrants  are a part of an  offering by the Company of 65
units (the "Units") each consisting of (i) one 12% Convertible Subordinated Note
(collectively the "Notes") in the principal amount of $50,000; and (ii) 12,500 A
Warrants; and

WHEREAS,  each A Warrant permits the holder thereof, for a period terminating on
December 31, 2004, to purchase one share  (collectively  the "A Warrant Shares")
of Common Stock, initially at $0.37 per share; and

WHEREAS,  the Company  desires to set forth the terms of the A Warrants  and the
Holder desires to accept such terms;

NOW,  THEREFORE,  in consideration of the premises,  the parties hereto agree as
follows:

1. Grant of Warrants.

The  Company  hereby  grants to the Holder the right to  purchase  one A Warrant
Share for each A Warrant  granted hereby for a price equal to $0.37 per share as
hereinafter  adjusted (the "Exercise  Price").  The A Warrants may be exercised,
except as otherwise provided


                                  Page 1 of 13
<PAGE>
Common Stock Purchase Warrant (Series A)                              F 10.25.01
issued by RateXchange Corporation
to XXXXXXX


herein,  in whole or in part at any time  commencing  upon the date  hereof  and
terminating  at 5:00 P.M.,  New York time, on December 31 2004 (the  "Expiration
Date").

2. Manner of Exercise.

The A Warrants  underlying this A Warrant Agreement may be exercised in whole or
in part by surrender of this A Warrant Agreement,  with the form of subscription
at the end hereof duly  executed by the Holder,  to the Company at its principal
office or at the office of its stock transfer  agent,  accompanied by payment in
full in cash or by certified or official  bank check to the order of the Company
of the Exercise Price of the shares to be purchased. As soon as practicable, but
in no event more than 15 days after the Holder has given the  aforesaid  written
notice and made the aforesaid payment, the Company shall, without charging stock
issue or transfer  taxes to the Holder,  issue or caused to be issued the number
of shares of duly  authorized  Common Stock issuable upon such  exercise,  which
shall be duly issued,  fully paid and  non-assessable,  and shall deliver to the
Holder a certificate or certificates therefor,  registered in the Holder's name.
In the event of a partial  exercise  of this A Warrant  Agreement,  the  Company
shall also issue and  deliver  to the Holder a new A Warrant  Agreement  of like
tenor,  in the name of the Holder,  for the  exercise of the number of A Warrant
Shares for which such A Warrant Agreement may still be exercised.

3. Investment Representation.

The Holder  acknowledges that the A Warrants underlying this A Warrant Agreement
as well as the A Warrant  Shares for which  these A Warrants  may be  exercised,
have not been and, except as otherwise  provided herein,  will not be registered
under the Securities Act of 1933 (the "Act") or qualified under applicable state
securities  laws and that  the  transferability  thereof  is  restricted  by the
registration  provisions  of the  Act as well as such  state  laws.  The  Holder
represents  that he is  acquiring  the A Warrants and will acquire the A Warrant
Shares for his own account,  for investment purposes only and not with a view to
resale  or  other  distribution  thereof,  nor with the  intention  of  selling,
transferring  or otherwise  disposing of all or any part of such  securities for
any particular event or circumstance,  except selling, transferring or disposing
of them upon full  compliance  with all  applicable  provisions  of the Act, the
Securities  Exchange Act of 1934 (the "Exchange Act"), the Rules and Regulations
promulgated  by  the  Securities  and  Exchange  Commission  (the  "Commission")
thereunder,  and any  applicable  state  securities  laws.  The  Holder  further
understands  and agrees that (i) neither the A Warrants nor the A Warrant Shares
may be sold unless they are subsequently  registered under the Act and qualified
under any applicable  state  securities laws or, in the opinion of the Company's
counsel,  an exemption from such  registration  and  qualification is available;
(ii) any routine  sales of the Company's  securities  made in reliance upon Rule
144  promulgated  by the  Commission  under the Act, can be effected only in the
amounts set forth in and pursuant to the other terms and  conditions,  including
applicable  holding  periods,  of that Rule;  and (iii) except as otherwise  set
forth  herein,  the Company is under no obligation to register the A Warrants or
the A Warrant  Shares  on his  behalf or to  assist  him in  complying  with any
exemption  from  registration  under  the  Act.  The  Holder  agrees  that  each
certificate  representing  any A Warrant  Shares for which the A Warrants may be
exercised will bear on its face a


                                  Page 2 of 13
<PAGE>
Common Stock Purchase Warrant (Series A)                              F 10.25.01
issued by RateXchange Corporation
to XXXXXXX


legend in substantially the following form:

     These  securities have not been registered under the Securities Act of 1933
     or  qualified  under  any  state  securities  laws.  They  may not be sold,
     hypothecated  or  otherwise  transferred  in the  absence  of an  effective
     registration  statement under that Act or  qualification  under  applicable
     state  securities  laws  without  an opinion  acceptable  to counsel to the
     Company that such registration and qualification are not required.

4. Holder Not Deemed Stockholder.

The Holder  shall not,  as holder of the A  Warrants,  be entitled to vote or to
receive  dividends,  except as may be provided in Section 5 below,  or be deemed
the holder of Common Stock that may at any time be issuable upon exercise of the
A Warrants for any purpose  whatsoever,  nor shall anything  contained herein be
construed  to confer  upon the Holder,  as holder of the A Warrants,  any of the
rights of a stockholder  of the Company or any right to vote for the election of
directors or upon any matter  submitted to stockholders at any meeting  thereof,
or to give or  withhold  consent  to any  corporate  action  (whether  upon  any
recapitalization,  issue or  reclassification  of stock,  change of par value or
change  of  stock  to no par  value,  consolidation,  merger  or  conveyance  or
otherwise),  or to  receive  notice of  meetings,  or to  receive  dividends  or
subscription  rights,  until the Holder shall have  exercised the A Warrants and
been issued shares of Common Stock in accordance with the provisions hereof.

5. Warrant Adjustments.

The Exercise Price and the number of shares  purchasable  upon exercise of the A
Warrants  shall be subject to  adjustment  with respect to events after the date
hereof as follows:

(a) Adjustment  for Change in Capital  Stock.  Except as provided in Paragraph 5
(n) below, if the Company shall (i) declare a dividend on its outstanding Common
Stock in shares of its capital  stock,  (ii)  subdivide its  outstanding  Common
Stock,  (iii)  combine its  outstanding  Common  Stock into a smaller  number of
shares, or (iv) issue any shares of its capital stock by reclassification of its
Common  Stock  (including  any  such   reclassification  in  connection  with  a
consolidation  or merger in which the  Company is the  continuing  corporation),
then in each such case the Exercise  Price in effect  immediately  prior to such
action shall be adjusted so that if the A Warrants are thereafter exercised, the
Holder  may  receive  the  number  and kind of shares  which he would have owned
immediately following such action if he had exercised the A Warrants immediately
prior to such action.  Such adjustment shall be made successively  whenever such
an event shall occur. The adjustment shall become  effective  immediately  after
the record date in the case of a dividend or distribution and immediately  after
the   effective   date  in  the   case   of  a   subdivision,   combination   or
reclassification.  If after an  adjustment  the Holder  upon  exercise  of the A
Warrants  may  receive  shares of two or more  classes of  capital  stock of the
Company,  the Company's Board of Directors shall determine the allocation of the
adjusted  Exercise  Price  between  the  classes  of capital  stock.  After such
allocation, the


                                  Page 3 of 13
<PAGE>
Common Stock Purchase Warrant (Series A)                              F 10.25.01
issued by RateXchange Corporation
to XXXXXXX


Exercise  Price of each class of capital  stock shall  thereafter  be subject to
adjustment  on terms  comparable  to those  applicable  to Common  Stock in this
Section 5.

(b)  Adjustment for Certain  Issuances of Common Stock.  If the Company shall at
any time or from time to time  issue any  shares of  Common  Stock  (other  than
shares  issued as a dividend or  distribution  as  provided  in  Paragraph 5 (a)
above) for a  consideration  per share less than the lower of the Exercise Price
in effect on the date of such issue or the Current  Market  Price (as defined in
Paragraph (e) of this Section 5) per share of Common Stock, then, forthwith upon
such issue, the Exercise Price in effect  immediately  prior to such action (the
"Existing  Exercise  Price")  shall be reduced  by: (x)  dividing  the number of
shares so issued by the total number of shares  outstanding after such issuance,
(y)  multiplying  the  quotient  by the amount,  if any,  by which the  Existing
Exercise  Price exceeds the price of the shares so issued,  and (z)  subtracting
the result of (x) and (y) from the Existing  Exercise  Price.  In the case of an
issue of additional shares of Common Stock for cash, the consideration  received
by the Company therefor shall be deemed to be the net cash proceeds received for
such shares, after deducting therefrom any and all commissions and expenses paid
or incurred by the Company for any  underwriting  of, or otherwise in connection
with, the issue of such shares.  The term "issue" shall be deemed to include the
sale or other disposition of shares held in the Company's  treasury.  The number
of  shares  outstanding  at any  given  time  shall  not  include  shares in the
Company's treasury.

     (c) Subscription  Offerings.  In case the Company shall issue to all of its
existing stockholders or otherwise grant rights,  options, or warrants entitling
the holders  thereof to subscribe  for or purchase  Common Stock (or  securities
convertible  into or  exchangeable  for  Common  Stock) at a price per share (or
having a conversion price per share, in the case of a security  convertible into
or exchangeable for Common Stock) less than the lower of the then Exercise Price
or the Current  Market Price per share on the record date for the  determination
of stockholders  entitled to receive such rights,  or granting date, as the case
may be,  then in each  such  case  the  Exercise  Price  shall  be  adjusted  by
multiplying  the Exercise  Price in effect  immediately  prior to such record or
granting  date by a  fraction,  of which the  numerator  shall be the  number of
shares of Common  Stock  outstanding  on such record or  granting  date plus the
number of shares of Common Stock which the aggregate offering price of the total
number of shares of Common  Stock so to be  offered  (or the  aggregate  initial
conversion price of the convertible  securities so to be offered) would purchase
at such Exercise Price or Current Market Price, as the case may be, and of which
the  denominator  shall be the number of shares of Common Stock  outstanding  on
such  record or  granting  date plus the number of  additional  shares of Common
Stock to be offered for  subscription or purchase (or into which the convertible
or  exchangeable  securities  so to be  offered  are  initially  convertible  or
exchangeable).  Such adjustment  shall become effective at the close of business
on such record or granting  date;  provided,  however,  that,  to the extent the
shares of Common  Stock (or  securities  convertible  into or  exchangeable  for
shares  of  Common  Stock)  are not  delivered,  the  Exercise  Price  shall  be
readjusted after the expiration of such rights,  options,  or warrants (but only
to the extent that the A Warrants are not exercised after such  expiration),  to
the Exercise Price which would then be in effect had the  adjustments  made upon
the issuance of such rights or warrants  been made upon the basis of delivery of
only


                                  Page 4 of 13
<PAGE>
Common Stock Purchase Warrant (Series A)                              F 10.25.01
issued by RateXchange Corporation
to XXXXXXX


the  number  of  shares  of Common  Stock  (or  securities  convertible  into or
exchangeable  for  shares  of  Common  Stock)  actually  issued.   In  case  any
subscription  price may be paid in a consideration part or all of which shall be
in a form  other  than  cash,  the  value  of  such  consideration  shall  be as
determined in good faith by the Company's  Board of Directors.  Shares of Common
Stock  owned by or held for the  account of the  Company  or any  majority-owned
subsidiary  shall  not be  deemed  outstanding  for  the  purpose  of  any  such
computation.

     (d)  Other  Rights to  Acquire  Common  Stock.  In case the  Company  shall
distribute to all holders of its Common Stock  evidences of its  indebtedness or
assets (excluding cash dividends or distributions paid from retained earnings of
Maker)  or  rights  or  warrants  to  subscribe  for or  purchase  Common  Stock
(excluding those referred to in Paragraph (c) above), then in each such case the
Exercise  Price  shall be  adjusted  so that  the same  shall  equal  the  price
determined by multiplying the Exercise Price in effect  immediately prior to the
date of such  distribution  by a fraction  of which the  numerator  shall be the
Current Market Price per share (as defined in Paragraph (e) below) of the Common
Stock on the Record Date  mentioned  below less the then fair  market  value (as
determined  by the Board of  Directors  of the  Company)  of the  portion of the
assets or evidences of indebtedness so distributed or of such rights or warrants
applicable  to one  share of  Common  Stock,  and the  denominator  shall be the
Current Market Price per share of the Common Stock. Such adjustment shall become
effective   immediately   after  the  Record  Date  for  the   determination  of
shareholders entitled to receive such distribution.

     (e)  Current  Market  Price.  For  the  purpose  of any  computation  under
Paragraphs (b) through (d) of this Section 5, the Current Market Price per share
of  Common  Stock on any date  shall be deemed  to be the  average  of the daily
closing  prices for the 30 consecutive  trading days  commencing 45 trading days
before  such date.  The  closing  price for each day shall be the last  reported
sales price  regular way or, in case no such  reported  sale takes place on such
day, the closing bid price regular way, in either case on the principal national
securities  exchange on which the Common  Stock is listed or admitted to trading
or, if the Common  Stock is not listed or  admitted  to trading on any  national
securities exchange, the highest reported bid price as furnished by the National
Association of Securities Dealers,  Inc. through NASDAQ or similar  organization
if NASDAQ is no longer  reporting  such  information,  or by the National  Daily
Quotation Bureau or similar  organization if the Common Stock is not then quoted
on an inter-dealer quotation system. If on any such date the Common Stock is not
quoted by any such  organization,  the fair  value of the  Common  Stock on such
date, as determined in good faith by the Company's Board of Directors,  shall be
used.

     (f) Action to Permit  Valid  Issuance of Common  Stock.  Before  taking any
action which would cause an  adjustment  reducing  the Exercise  Price below the
then par value,  if any, of the shares of Common Stock issuable upon exercise of
the A Warrants,  the Company  will take all  corporate  action which may, in the
opinion of its  counsel,  be necessary in order that the Company may validly and
legally issue shares of such Common Stock at such adjusted Exercise Price.


                                  Page 5 of 13
<PAGE>
Common Stock Purchase Warrant (Series A)                              F 10.25.01
issued by RateXchange Corporation
to XXXXXXX


     (g)  Minimum  Adjustment.  No  adjustment  in the  Exercise  Price shall be
required if such  adjustment  is less than $0.05;  provided,  however,  that any
adjustments,  which by reason of this Paragraph (g) are not required to be made,
shall be carried  forward and taken into account in any  subsequent  adjustment.
All  calculations  under this  Section 5 shall be made to the nearest cent or to
the  nearest  one-hundredth  of a share,  as the case  may be.  Anything  to the
contrary notwithstanding,  the Company shall be entitled to make such reductions
in the conversion  price, in addition to those required by this Paragraph 5 (g),
as it in its discretion  shall determine to be advisable in order that any stock
dividends,  subdivision of shares,  distribution  of rights to purchase stock or
securities,  or distribution of securities  convertible into or exchangeable for
stock hereafter made by the Company to its stockholders shall not be taxable.

     (h)  Referral  of  Adjustment.  In any case in which  this  Section 5 shall
require  that an  adjustment  in the  Exercise  Price be made  effective as of a
record  date for a specified  event (the  "Exercise  Event"),  if the A Warrants
shall have been exercised after such record date, the Company may elect to defer
until the occurrence of the Exercise Event issuing to the Holder the shares,  if
any,  issuable  upon the  Exercise  Event  over and  above the  shares,  if any,
issuable upon such  exercise on the basis of the Exercise  Price in effect prior
to such  adjustment;  provided,  however,  that the Company shall deliver to the
Holder a due bill or other appropriate  instrument evidencing the Holder's right
to receive such additional shares upon the occurrence of the Exercise Event.

     (i) Number of  Shares.  Upon each  adjustment  of the  Exercise  Price as a
result of the calculations made in Paragraphs (a) through (d) of this Section 5,
the A Warrants shall thereafter evidence the right to purchase,  at the adjusted
Exercise  Price,  that number of shares  (calculated to the nearest  thousandth)
obtained by  dividing  (i) the product  obtained  by  multiplying  the number of
shares  purchasable  upon exercise of the A Warrants  prior to adjustment of the
number of shares by the  Exercise  Price in effect  prior to  adjustment  of the
Exercise Price by (ii) the Exercise Price in effect after such adjustment of the
Exercise Price.

     (j) Transactions Not Requiring Adjustments.  No adjustment need be made for
a transaction referred to in Paragraphs (a) through (d) of this Section 5 if the
Holder  is  permitted  to  participate  in the  transaction  on a basis  no less
favorable  than any other party and at a level which would preserve the Holder's
percentage  equity  participation  in the Common  Stock upon  exercise  of the A
Warrants.  No  adjustment  need be made for sales of Common Stock  pursuant to a
Company plan for reinvestment of dividends or interest,  the granting of options
and/or the exercise of options  outstanding under any of the Company's currently
existing stock option plans, the exercise of currently  existing incentive stock
options or  incentive  stock  options  which may be granted in the  future,  the
exercise of any other of the Company's  currently  outstanding  options,  or any
currently authorized warrants, whether or not outstanding. No adjustment need be
made for a change in the par value of the Common Stock,  or from par value to no
par value. If the A Warrants become  exercisable solely into cash, no adjustment
need be made thereafter. Interest will not accrue on the cash.


                                  Page 6 of 13
<PAGE>
Common Stock Purchase Warrant (Series A)                              F 10.25.01
issued by RateXchange Corporation
to XXXXXXX


     (k)  Voluntary  Reduction.  The  Company  from time to time may  reduce the
Exercise Price by any amount for any period of time if the period is at least 20
days and if the  reduction  is  irrevocable  during  the  period.  Whenever  the
Exercise Price is reduced,  the Company shall mail to the Holder a notice of the
reduction.  The  Company  shall mail the notice at least 15 days before the date
the reduced  Exercise  Price takes  effect.  The notice  shall state the reduced
Exercise Price and the period it will be in effect.  A reduction of the Exercise
Price does not  change or adjust  the  Exercise  Price  otherwise  in effect for
purposes of Paragraphs 5 (a) through (d) above.

     (l) Prohibition  against Certain Reductions of Exercise Price.  Anything to
the  contrary  notwithstanding,   for  the  purpose  of  any  computation  under
Paragraphs  (b),  (c) or (k) of this  Section 5, in no event shall the  Exercise
Price be reduced  below (x) the Closing  Price per Share of the Common  Stock on
the date the  Company  executes  this  Warrant as set forth below or (y) the par
value of the Common Stock.

     (m) Notice of  Adjustments.  Whenever the Exercise  Price is adjusted,  the
Company shall  promptly mail to the Holder a notice of the  adjustment  together
with a certificate  from the Company's Chief  Financial  Officer briefly stating
(i) the facts requiring the adjustment, (ii) the adjusted Exercise Price and the
manner of  computing  it;  and (iii) the date on which such  adjustment  becomes
effective.  The certificate shall be prima facia evidence that the adjustment is
correct, absent manifest error.

     (n) Reorganization of Company.  If the Company and/or the holders of Common
Stock are parties to a merger,  consolidation  or a transaction in which (i) the
Company transfers or leases  substantially  all of its assets;  (ii) the Company
reclassifies or changes its outstanding  Common Stock; or (iii) the Common Stock
is  exchanged  for  securities,  cash or other  assets;  the  person  who is the
transferee or lessee of such assets or is obligated to deliver such  securities,
cash or other assets shall assume the terms of the A Warrants.  If the issuer of
securities  deliverable  upon  exercise of the A Warrants is an affiliate of the
surviving,  transferee  or lessee  corporation,  that issuer  shall join in such
assumption.  The assumption agreement shall provide that the Holder may exercise
the A Warrants  into the kind and  amount of  securities,  cash or other  assets
which he would have owned immediately after the consolidation, merger, transfer,
lease or  exchange if he had  exercised  the A Warrants  immediately  before the
effective date of the  transaction.  The assumption  agreement shall provide for
adjustments  that  shall be as  nearly  equivalent  as may be  practical  to the
adjustments  provided for in this Section 5. The successor company shall mail to
the  Holder  a notice  briefly  describing  the  assumption  agreement.  If this
Paragraph applies, Paragraph 5 (a) above does not apply.

     (o)  Dissolution,  Liquidation.  In the event of the  dissolution  or total
liquidation  of the  Company,  then  after the  effective  date  thereof,  the A
Warrants and all rights thereunder shall expire.

     (p)  Notices.  If (i) the Company  takes any action  that would  require an
adjustment in the Exercise  Price pursuant to this Section 5; or (ii) there is a
liquidation or dissolution of the Company,  the Company shall mail to the Holder
a notice stating the


                                  Page 7 of 13
<PAGE>
Common Stock Purchase Warrant (Series A)                              F 10.25.01
issued by RateXchange Corporation
to XXXXXXX


proposed record date for a distribution or effective date of a reclassification,
consolidation,  merger, transfer, lease, liquidation or dissolution. The Company
shall mail the  notice at least 15 days  before  such date.  Failure to mail the
notice or any defect in it shall not affect the validity of the transaction.

     (q) Determination by Company Conclusive. Any determination that the Company
or its  Board  of  Directors  must  make  pursuant  to this  Section  5 shall be
conclusive, absent manifest error.

6. Fractional Shares.

If the  number  of A  Warrant  Shares  purchasable  upon the  exercise  of the A
Warrants  is  adjusted   pursuant  to  Section  5  hereof,   the  Company  shall
nevertheless not be required to issue fractions of shares upon exercise of the A
Warrants or otherwise,  or to distribute  certificates that evidence  fractional
shares. Instead the Company will round any fractional share to the nearest share
so that if the  fraction  is less than 0.5 no share  shall be issued  and if the
fraction is 0.5 or higher the Company shall issue one full share

7.  Inclusion  of  A  Warrant  Shares  in  Registration   Statement;   Right  to
Registration.

(a) Holder's Right to Registration. Commencing on the date hereof and ending one
year  after the date on which all of the A Warrants  have  expired  and/or  been
exercised,  upon receipt of written notice (the  "Registration  Request Notice")
requesting  registration  under the Act of the shares of Common  Stock  issuable
upon  conversion  of the  Notes  and  the A  Warrant  Shares  (collectively  the
"Registerable Securities") from the holders of more than 50% of the Registerable
Securities,  the Company will offer to the Holder the opportunity to include his
Registerable  Securities  in  such  registration.   The  Company  will  use  its
reasonable  best efforts to file with the Commission as promptly as practicable,
a registration statement (the "Demand Registration Statement"), and will use its
reasonable  best  efforts to have the  Demand  Registration  Statement  declared
effective and remain effective until the earliest of two years  thereafter,  the
date that all the Registerable Securities registered thereby have been sold, or,
in the reasonable opinion of the Company's counsel, the Registerable  Securities
may be sold  publicly  without  registration.  The  Company  will  also  use its
reasonable  best  efforts  to  qualify  the  Registerable  Securities  under the
securities  laws of the state where the Holder  resides  provided the Company is
not  required  to  execute a general  consent  to  service  or to  qualify to do
business  in such state.  This offer to the Holder  shall be made within 20 days
after  the  Company  receives  the  Registration  Request  Notice.  This  Demand
Registration  right may be  exercised  one time only.  If the  Holder  elects to
include his Registerable  Securities in the Demand  Registration  Statement,  he
will,  in a timely  manner,  provide  the  Company  and its  counsel  with  such
information  and execute such documents as the Company's  counsel may reasonably
require to prepare and process the Demand Registration  Statement. If the Holder
elects not to include his  Registerable  Securities in the "Demand  Registration
Statement,"  he  shall  have  no  further  rights  to  the  registration  of his
Registerable  Securities  under  this  Paragraph  7 (a).  In the event  that the
Company has filed a registration  statement with the Commission  relating to its
securities  within 90 days


                                  Page 8 of 13
<PAGE>
Common Stock Purchase Warrant (Series A)                              F 10.25.01
issued by RateXchange Corporation
to XXXXXXX


prior to its receipt of the  Registration  Request  Notice,  which  registration
statement  has not been declared  effective,  the Holder agrees that the Company
can  thereafter  delay the filing of the  Demand  Registration  Statement  for a
period not to exceed 90 days.  Anything to the contrary  notwithstanding,  in no
event shall the Company be required to file a Demand Registration Statement with
the Commission prior to 180 days after the date hereof.

     (b) "Piggy Back" Registration Rights. If at any time after the date hereof,
the Company proposes to file a Registration Statement under the Act with respect
to any of its  securities  (except one relating to employee  benefit  plans or a
merger or similar transaction), it shall give written notice of its intention to
effect  such  filing  to the  Holder  at least  30 days  prior  to  filing  such
Registration  Statement  (the  "Piggy-Back  Registration  Statement").   If  the
Holder's Registerable Securities have not been previously registered as provided
in Paragraph 7 (a) above, and he desires to include his Registerable  Securities
in the Piggy-Back Registration Statement, he shall notify the Company in writing
within 15 days after receipt of such notice from the Company, in which event the
Company shall  include the Holder's  Registerable  Securities in the  Piggy-Back
Registration  Statement.  If the  Holder  elects  to  include  his  Registerable
Securities in the  Piggy-Back  Registration  Statement as set forth  herein,  he
shall,  in a timely  fashion,  provide the  Company  and its  counsel  with such
information and execute such documents as its counsel may reasonably  require to
prepare and process the Piggy-Back Registration Statement.

     (c) Copies of Registration  Statements and  Prospectuses.  The Company will
provide  the  Holder  with  a copy  of  the  Demand  Registration  Statement  or
Piggy-Back  Registration  Statement,  as the  case  may be,  and any  amendments
thereto,  and copies of the final prospectus included therein in such quantities
as may  reasonably  be  required  to permit the Holder to sell his  Registerable
Securities after the Demand  Registration  Statement or Piggy-Back  Registration
Statement, as the case may be, is declared effective by the Commission.

     (d) The Company's Obligation to Bear Expenses of Registration.  The Company
will bear all expenses (except  underwriting  discounts and commission,  if any,
and the legal fees and expenses, if any, of counsel to the Holder) necessary and
incidental to the performance of its obligations under this Section 7.

     (e)   Indemnification.   The  Company  and  the  Holder,  if  the  Holder's
Registerable  Securities  are included in a Registration  Statement  pursuant to
this  Section 7,  shall  provide  appropriate  cross  indemnities  to each other
covering the  information  supplied by the  indemnifying  party for inclusion in
such Registration Statement.

     (f) Restriction on Sale of Registerable Securities.  The Holder agrees that
as a condition  for the  Company  registering  the  Registerable  Securities  as
provided  in  Paragraph  7 (b),  in the event that the  Piggy-Back  Registration
Statement  in which the  Registerable  Securities  are  included  relates  to an
offering to be effected  through or with the  assistance of an  underwriter,  he
will consent to restrict the sale of the Registerable


                                  Page 9 of 13
<PAGE>
Common Stock Purchase Warrant (Series A)                              F 10.25.01
issued by RateXchange Corporation
to XXXXXXX


Securities or reduce the number of Registerable  Securities that may be included
in such registration in accordance with the requirements of such underwriter.

     (g)  Cancellation  of  Registration   Rights.   Anything  to  the  contrary
notwithstanding,  the Company shall not be required to register any Registerable
Securities  which, in the reasonable  opinion of the Company's  counsel,  may be
sold pursuant to the exemption from registration provided by Section (k) of Rule
144 promulgated under the Act.

8. Redemption.

     (a)  Company's  Right to  Redeem  A  Warrants.  On or after  the date the A
Warrant  Shares become  registered  as provided  herein or may otherwise be sold
publicly,  on not less than 30 days notice,  the A Warrants may be redeemed,  at
the option of the Company,  at a  redemption  price of $0.001 per A Warrant (the
"Redemption  Price"),  provided  that the reported  closing  price of the Common
Stock equals or exceeds  5.4054 times the then Exercise Price for a period of 20
consecutive  trading  days  ending  three  trading  days  prior to the notice of
redemption.  For the purpose of this  Section 8, the closing  price for each day
shall be the last reported  sales price regular way or, in case no such reported
sale takes place on such day, the closing bid price  regular way, in either case
on the  principal  national  securities  exchange  on which the Common  Stock is
listed or admitted to trading or, if the Common  Stock is not listed or admitted
to trading on any national securities  exchange,  the highest reported bid price
as furnished by the National  Association of Securities  Dealers,  Inc.  through
NASDAQ  or  similar   organization  if  NASDAQ  is  no  longer   reporting  such
information,  or by the National Daily Quotation Bureau or similar  organization
if the Common Stock is not then quoted on an inter-dealer  quotation system. All
unexercised  A Warrants  in the Series of A Warrants  must be  redeemed if any A
Warrants are redeemed.

     (b) Method of Redemption.  In case the Company shall desire to exercise its
right to redeem  the A  Warrants,  it shall mail a notice of  redemption  to the
Holder,  first class,  postage  prepaid,  not later than the 30th day before the
date fixed for redemption, at his last address as shall appear in the records of
the  Company.  Any  notice  mailed  in  the  manner  provided  herein  shall  be
conclusively presumed to have been duly given whether or not the Holder receives
such notice.

     (c) Notice of  Redemption.  The notice of redemption  shall specify (i) the
Redemption Price; (ii) the date fixed for redemption;  (iii) the place where the
A Warrant  Certificates  shall be delivered and the  Redemption  Price paid; and
(iv) that the right to exercise the A Warrants  shall  terminate at 5:00 PM (New
York time) on the date fixed for  redemption.  The date fixed for the redemption
of the A Warrants shall be the Redemption Date.

     (d)  Termination  of Right to Exercise A Warrants.  Any right to exercise A
Warrants shall terminate at 5:00 P.M. (New York time) on the Redemption Date. On
and after the Redemption Date, the Holder shall have no further rights except to
receive, upon surrender of his A Warrants, the Redemption Price.


                                 Page 10 of 13
<PAGE>
Common Stock Purchase Warrant (Series A)                              F 10.25.01
issued by RateXchange Corporation
to XXXXXXX


     (e) Delivery of Redemption  Price and  Expiration  of A Warrants.  From and
after the  Redemption  Date, the Company  shall,  at the place  specified in the
notice of redemption,  upon  presentation  and surrender to the Company by or on
behalf of the Holder of one or more A Warrants to be redeemed,  deliver or cause
to be delivered  to or upon the written  order of the Holder a sum in cash equal
to the  Redemption  Price of each such A Warrant.  From and after the Redemption
Date and upon the deposit or setting aside by the Company of a sum sufficient to
redeem all of the A Warrants called for redemption, such A Warrants shall expire
and become void and all rights hereunder, except the right to receive payment of
the Redemption Price, shall cease.

9. Covenants of the Company.

The Company  covenants  that it will at all times reserve and keep available out
of its authorized Common Stock, solely for the purpose of issue upon exercise of
a Warrants, such number of shares of Common Stock as shall then be issuable upon
the  exercise of all  outstanding  a Warrants.  The Company  covenants  that all
shares of Common Stock which shall be issuable  upon  exercise of the A Warrants
shall,  at the time of delivery  thereof,  be duly and validly  issued and fully
paid and  nonassessable  and free from all preemptive or similar rights,  taxes,
liens and charges with respect to the issue thereof, and that upon issuance such
shares shall be listed on each securities  exchange,  if any, on which the other
shares of outstanding Common Stock of the Company are then listed.

10. Amendments.

This Agreement shall not be amended,  modified or revoked except by agreement in
writing, signed by the Company and the Holder.

11. Governing Law.

The A Warrants shall be governed by the laws of the State of California.

IN WITNESS  WHEREOF,  the Company has caused  these A Warrants to be executed on
its behalf by an officer  thereunto duly  authorized and the Holder has executed
this Agreement as of November 26, 2001.

RateXchange Corporation

By: ____________________________                     ___________________________
    D. Jonathan Merriman,                            Holder
    Chief Executive Officer


                                 Page 11 of 13
<PAGE>
RTX/AW                                                               F 10.25.011


                                SUBSCRIPTION FORM

                          To Be Executed by the Holder
                         in Order to Exercise A Warrants

The undersigned Holder hereby irrevocably elects to exercise the A Warrants, and
to purchase  the  __________________  shares of Common Stock  issuable  upon the
exercise thereof, and requests that certificates for such shares shall be issued
in the name of

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

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

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

               --------------------------------------------------
                     [please print or type name and address]

and be delivered to

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

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

               --------------------------------------------------
                     [please print or type name and address]

and if such  number  of  shares of  Common  Stock  shall  not be all the  shares
issuable  upon the exercise of the A Warrants,  that new A Warrants  exercisable
for the balance of the shares  issuable  upon the  exercise of the A Warrants be
delivered to the Holder at the address stated below.

Dated: ______________________               X _______________________________

                                              _______________________________

                                              _______________________________
                                                          Address

                                              _______________________________
                                              Taxpayer Identification Number

                                              _______________________________
                                                    Signature Guaranteed


                                 Page 12 of 13
<PAGE>

                              [FORM OF ASSIGNMENT]

             To be executed by the registered holder if such holder
                  desires to transfer the Warrant Certificate.

     FOR  VALUE  RECEIVED  _____________________________________________________
hereby sells, assigns and transfers unto

________________________________________________________________________________
                  (Please print name and address of transferee)

this Warrant  Certificate,  together with all right, title and interest therein,
and does hereby  irrevocably  constitute and appoint  Attorney,  to transfer the
within Warrant Certificate on the books of the within-named  Company,  with full
power of substitution.

Dated: ____________________

                                    Signature  _________________________________
                                    (Signature  must  conform in all respects to
                                    name of holder as  specified  on the face of
                                    the Warrant Certificate.)

                                    ____________________________________________
                                    (Insert Social Security or Other
                                    Identifying Number of Holder)


                                 Page 13 of 13