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                             RATEXCHANGE CORPORATION

                                       AND

                                 MURPHY & DURIEU

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

                                PLACEMENT AGENT'S
                                WARRANT AGREEMENT

                          Dated as of November 28, 2001

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<PAGE>

     PLACEMENT  AGENT'S WARRANT  AGREEMENT dated as of November 28, 2001 between
RATEXCHANGE  CORPORATION,  a Delaware corporation (the "Company"),  and MURPHY &
DURIEU, a New York limited  partnership,  (hereinafter  referred to variously as
the "Holder" or the "Placement Agent").

                              W I T N E S S E T H:

     WHEREAS,  the  Company  proposes  to  issue to the  Placement  Agent or its
designee(s)  warrants  ("Warrants") to purchase six and one-half (6.5) placement
agent units  representing  the number of placement  agent units (the  "Placement
Agent Units") of the Company equal to 10% of the aggregate  number of sixty-five
(65) units (the "Units") sold in the  Placement  (as defined  below).  Each Unit
sold in the Placement  consists of (i) a note  (collectively the "Notes") in the
principal  amount of  $50,000  bearing  interest  at an  annual  rate of 12% and
convertible  into shares of the Company's  common  stock,  $0.0001 par value per
share (the  "Common  Stock") at an initial  price  equal to $0.37 per share (the
"Conversion  Price"),  representing the higher of (x) $0.35 per share or (y) the
per  share  price of the  Common  Stock as  evidenced  by the last  trade on the
American  Stock  Exchange  prior to each  closing of the sale of the Units,  and
12,500 Class A Redeemable  Common Stock Purchase  Warrants (the "Stock  Purchase
Warrants").  Each Stock  Purchase  Warrant  entitles  the holder to purchase one
share of Common  Stock at an initial  price equal to the  Conversion  Price (the
"Stock Purchase Warrant Exercise Price").  Each Placement Agent Unit consists of
(i) at the holder's  option except as otherwise  provided  herein,  either (A) a
Note, or (B) up to such number of fully paid and non-assessable shares of Common
Stock which is equal to the total number of securities  issuable upon conversion
of the original  principal amount of a Note issued in the Placement  (whether or
not the Notes have been converted and  notwithstanding  whether or not the Notes
have been repaid) based upon an initial conversion price equal to the Conversion
Price, subject to such adjustments as found in the Note (collectively, the "Note
Shares"), and (ii) 12,500 Class A Warrants; and

     WHEREAS,  the Placement  Agent has agreed  pursuant to the placement  agent
agreement (the "Placement Agent  Agreement") dated as of the date hereof, by and
between the Placement Agent and the Company,  to act as the exclusive  placement
agent in  connection  with the private  offering of  sixty-five  (65) Units (the
"Placement")  on a best efforts basis at an offering  price of $50,000 per Unit;
and

     WHEREAS,  the  Warrants  to be issued  pursuant to this  Agreement  will be
issued  at  each  Closing  (as  such  term is  defined  in the  Placement  Agent
Agreement) by the Company to the Placement  Agent in  consideration  for, and as
part of the Placement  Agent's  compensation  in connection  with, the Placement
Agent acting as the exclusive  placement  agent pursuant to the Placement  Agent
Agreement;

     NOW,  THEREFORE,  in  consideration  of the  premises,  the  payment by the
Placement Agent to the Company of ten dollars  ($10.00),  the agreements  herein
set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

     1. Grant.  The Holder is hereby granted the right to purchase,  at any time
from the last  Closing  Date (as such term is  defined  in the  Placement  Agent
Agreement)  until  5:00 p.m.  New York time on the date five  years  after  such
Closing  Date, a number of Placement  Agent Units equal to 10% of the  aggregate
number of Units  sold in the  Placement  at an  exercise  price of  $60,000  per
Placement Agent Unit subject to the terms and conditions of this Agreement.

     2.  Warrant   Certificates.   The  warrant   certificates   (the   "Warrant
Certificates") delivered and to be delivered pursuant to this Agreement shall be
substantially in the form set forth in Exhibit A,


                                       2
<PAGE>

attached  hereto  and made a part  hereof,  with  such  appropriate  insertions,
omissions,  substitutions, and other variations as required or permitted by this
Agreement.

     3. Exercise of Warrant

          3.1 Method of Exercise for Cash. The Warrants are exercisable for cash
at the exercise price per Placement  Agent Unit as set forth in Section 6 hereof
payable by certified  or official  bank check in New York  Clearinghouse  funds.
Upon  surrender  of a Warrant  Certificate,  together  with the annexed  Form of
Election to Purchase  pursuant to this  Section 3.1 (the "Cash  Election  Form")
duly  executed and payment of the Exercise  Price (as  hereinafter  defined) for
Placement Agent Units purchased,  at the Company's  principal offices (currently
located at 100 Pine Street, Suite 500, San Francisco, California 94111-5101) the
registered  holder  ("Holder" or  "Holders") of a Warrant  Certificate  shall be
entitled  to receive (i) at the option of the Holder  (the  "Exercise  Option"),
either  (A) a Note in the  principal  amount  of  $50,000  times  the  number of
Warrants   exercised  (the  "Principal   Amount"),   or  (B)  a  certificate  or
certificates  for such number of Note Shares as shall equal the Principal Amount
divided by the then existing  Conversion  Price of the Notes; and (ii) the Stock
Purchase Warrants so purchased. The Holder shall exercise the Exercise Option by
checking the  appropriate  box in the Cash Election  Form.  The purchase  rights
represented  by each Warrant  Certificate  are  exercisable at the option of the
Holder  thereof,  in whole or in part  (but not as to  fractional  shares of the
Common Stock underlying the Warrants). Warrants may be exercised to purchase all
or part of the Placement  Agent Units  represented  thereby.  In the case of the
purchase  of less  than all the  Placement  Agent  Units  purchasable  under any
Warrant Certificate,  the Company shall cancel said Warrant Certificate upon the
surrender  thereof and shall  execute and deliver a new Warrant  Certificate  of
like tenor for the unexercised  balance of the Placement Agent Units purchasable
thereunder.

          3.3 Definition of Market Price.

               (a) The "Market Price" of a Placement  Agent Unit shall be deemed
to be the sum of (x) the per share  Market  Price of the Common  Stock times the
total number of shares of Common Stock issuable upon  conversion of the original
principal  amount of a Note and (y) the difference  between the per share Market
Price of the Common Stock and the Stock  Purchase  Warrant  Exercise Price times
the number of Stock Purchase Warrants in such Placement Agent Unit.

               (b) The per share "Market  Price" of the Common Stock at any date
shall be deemed to be, the  average of the daily  closing  prices for the thirty
(30)  consecutive  trading days  commencing  forty five (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 as  officially  reported by the
principal securities exchange on which the Common Stock is listed or admitted to
trading or by the National Association of Securities Dealers Automated Quotation
System  ("NASDAQ")  National  Market  ("NNM")  or the  NASDAQ  Small Cap  Market
("NSC"),  or, if the Common  Stock is not listed or  admitted  to trading on any
national  securities  exchange or quoted on NNM or NSC, the average  closing bid
price as furnished by the  National  Association  of  Securities  Dealers,  Inc.
("NASD")  through the  NASDAQ,  or similar  organization  if NASDAQ is no longer
reporting such information.

               (c) If the per share  Market  Price of the Common Stock cannot be
determined pursuant to Section 3.3(b) above, then it shall be determined in good
faith (using  customary  valuation  methods) by resolution of the members of the
Board of Directors of the Company,  based on the best  information  available to
it.


                                       3
<PAGE>

     4.  Issuance  of  Certificates.  Upon the  exercise  of the  Warrants,  the
issuance of Notes or certificates  for the Note Shares,  as the case may be, the
Stock Purchase Warrants, or other securities, property or rights underlying such
Warrants (collectively the "Underlying Securities") shall be made forthwith (and
in any  event  such  issuance  shall  be made  within  five  (5)  business  days
thereafter) without charge to the Holder thereof including,  without limitation,
any tax which may be  payable  in  respect  of the  issuance  thereof,  and such
certificates  shall  (subject to the  provisions  of Sections 5 and 7 hereof) be
issued  in the name of,  or in such  names as may be  directed  by,  the  Holder
thereof;  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and
delivery  of any such  certificates  in a name other than that of the Holder and
the Company shall not be required to issue or deliver such  certificates  unless
or until the person or persons  requesting the issuance  thereof shall have paid
to the  Company  the  amount  of  such  tax or  shall  have  established  to the
satisfaction of the Company that such tax has been paid.

     The Warrant  Certificates and the certificates  representing the Underlying
Securities shall be executed on behalf of the Company by the manual or facsimile
signature  of the then  Chairman or Vice  Chairman of the Board of  Directors or
President or Vice President of the Company under its corporate  seal  reproduced
thereon,  attested to by the manual or facsimile signature of the then Secretary
or Assistant Secretary of the Company.  Warrant  Certificates shall be dated the
date of  execution by the Company upon  initial  issuance,  division,  exchange,
substitution or transfer.

     5.   Restriction  On  Transfer  of  Warrants.   The  Holder  of  a  Warrant
Certificate,  by its acceptance thereof,  covenants and agrees that the Warrants
are being,  and the Underlying  Securities  will be, acquired for investment and
not with a view to the distribution thereof.

     6. Exercise Price; Adjustment of Note Conversion and Stock Purchase Warrant
Exercise Prices.

          6.1  Exercise  Price.  The  exercise  price of each  Warrant  shall be
$60,000 per Placement Agent Unit.

          6.2 Adjustment of Note Conversion and Stock Purchase  Warrant Exercise
Prices.  The  Conversion  Price of the  Notes  and the  Stock  Purchase  Warrant
Exercise  Price of the Stock  Purchase  Warrants shall be adjusted in accordance
with the "anti-dilution"  provisions set forth in such securities  commencing on
the date hereof.

     7. Registration Rights.

     7.1  Registration  Under the  Securities  Act of 1933. The Warrants and the
Underlying  Securities have not been registered under the Securities Act of 1933
(the  "Act").  The  Warrants  and upon  exercise,  in part or in  whole,  of the
Warrants,  certificates  representing  the Underlying  Securities shall bear the
following legend:

     The securities  represented by this  certificate  have not been  registered
     under the Securities Act of 1933 (the "Act"), and may not be offered, sold,
     pledged  hypothecated,  assigned or transferred  except  pursuant to (i) an
     effective  registration  statement  under  the  Act,  (ii)  to  the  extent
     applicable,  Rule 144 under the Act (or any  similar  rule  under  such Act
     relating to the disposition of securities), or (iii) an opinion of counsel,
     if such opinion shall be reasonably  satisfactory to counsel to the issuer,
     that an exemption from registration under such Act is available.


                                       4
<PAGE>

     7.2 Piggyback  Registration.  If, at any time during the  five-year  period
commencing on the date the Warrants are issued, the Company proposes to register
any of its  securities  under the Act (other than pursuant to Form S-8, S-4 or a
comparable  registration  statement)  the Company  will give  written  notice by
registered  mail,  at least  thirty  (30) days  prior to the filing of each such
registration  statement,  to the Placement Agent and to all other Holders of the
Underlying Securities of its intention to do so. If the Placement Agent or other
Holders of the Underlying  Securities notify the Company within twenty (20) days
after  receipt of any such  notice of its or their  desire to  include  any Note
Shares and/or Warrant Shares (collectively the "Registrable Securities") in such
proposed  registration  statement,  the Company shall afford the Placement Agent
and such Holders of the Registrable  Securities the opportunity to have any such
Registrable Securities registered under such registration statement.

     Notwithstanding  the provisions of this Section 7.2, the Company shall have
the right at any time after it shall have given written notice  pursuant to this
Section 7.2 (irrespective of whether a written request for inclusion of any such
securities  shall  have  been  made)  to elect  not to file  any  such  proposed
registration  statement,  or to withdraw  the same after the filing but prior to
the effective date thereof.

     7.3  Covenants  With  Respect  to  Registration.  In  connection  with  any
registration  under  Section 7.  hereof,  the  Company  covenants  and agrees as
follows:

     (a) The  Company  shall  pay all  costs  (excluding  fees and  expenses  of
Holder(s)' counsel and any underwriting or selling  commissions or other charges
of any  broker-dealer  acting on  behalf of  Holder(s)),  fees and  expenses  in
connection  with all  registration  statements  filed  pursuant to Sections  7.2
hereof including,  without limitation,  the Company's legal and accounting fees,
printing expenses, blue sky fees and expenses.

     (b) The Company will use its reasonable best efforts to qualify or register
the Registrable Securities included in a registration statement for offering and
sale under the  securities  or blue sky laws of such  states as  reasonably  are
requested by the Holder(s),  provided that the Company shall not be obligated to
execute  or file any  general  consent  to service of process or to qualify as a
foreign corporation to do business under the laws of any such jurisdiction.

     (c) The Company shall indemnify the Holder(s) of the Registrable Securities
to be sold pursuant to any registration  statement and each person,  if any, who
controls  such  Holders  within the  meaning of Section 15 of the Act or Section
20(a) of the Exchange Act, against all loss, claim, damage, expense or liability
(including  all  expenses  reasonably  incurred in  investigating,  preparing or
defending  against any claim whatsoever) to which any of them may become subject
under the Act,  the Exchange Act or  otherwise,  arising from such  registration
statement but only to the same extent and with the same effect as the provisions
contained in Section 6 of the Placement  Agent  Agreement  pursuant to which the
Company has agreed to indemnify the Placement Agent.

     (d) The  Holder(s) of the  Registrable  Securities to be sold pursuant to a
registration statement,  and their successors and assigns, shall severally,  and
not jointly,  indemnify the Company, its officers and directors and each person,
if any, who controls the Company  within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or
liability   (including  all  expenses   reasonably  incurred  in  investigating,
preparing or defending  against any claim  whatsoever)  to which they may become
subject under the Act, the Exchange Act or otherwise,  arising from  information
in writing  furnished by or on behalf of such  Holders,  or their  successors or
assigns,  for  specific  inclusion  in such  registration  statement to the same
extent and with the same effect as the provisions  contained in Section 6 of the
Placement  Agent  Agreement  pursuant to which the Placement Agent has agreed to
indemnify the Company.


                                       5
<PAGE>

     (e) Nothing contained in this Agreement shall be construed as requiring the
Holder(s)  to  exercise  their  Warrants  prior  to the  initial  filing  of any
registration statement or the effectiveness thereof.

     (f) For purposes of this Agreement, the term "Majority" in reference to the
Holders of Underlying  Securities shall mean in excess of fifty percent (50%) of
then outstanding  Underlying Securities that (i) are not held by the Company, an
affiliate,  officer,  creditor,  employee  or  agent  thereof  or any  of  their
respective affiliates, members of their family, persons acting as nominees or in
conjunction  therewith and (ii) have not been resold to the public pursuant to a
registration statement filed with the Commission under the Act.

     Anything to the contrary notwithstanding, the Company shall not be required
to register any Registrable  Securities  that, 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. Merger or
Consolidation or Sale .

          (a) In case of any consolidation of the Company with, or merger of the
Company with, or merger of the Company into,  another  corporation (other than a
consolidation or merger which does not result in any  reclassification or change
of the outstanding  Common Stock),  the corporation formed by such consolidation
or merger  shall  execute  and  deliver  to the  Holder a  supplemental  warrant
agreement  providing  that the Holder of each Warrant then  outstanding or to be
outstanding  shall  have the right  thereafter  (until  the  expiration  of such
Warrant)  to receive,  upon  exercise  of such  Warrant,  the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
consolidation,  merger, sale or transfer by a Holder of the number of Underlying
Securities for which such Warrant might have been exercised immediately prior to
such  consolidation,  merger,  sale or  transfer.  The above  provision  of this
subsection shall similarly apply to successive consolidations or mergers.

          (b)  In  the  event  of  (i)  the  sale  by  the  Company  of  all  or
substantially  all of its  assets,  or (ii) the  engagement  by the Company in a
"Rule 13e-3  transaction"  as defined in  paragraph  (a)(3) of Rule 13e-3 of the
General Rules and Regulations under the Exchange Act, or (iii) a distribution to
the Company's stockholders of any cash, assets,  property,  rights, evidences of
indebtedness,  securities  or any  other  thing  of  value,  or any  combination
thereof,  the Holders of the  unexercised  Warrants shall receive notice of such
sale,  transaction  or  distribution  twenty (20) days prior to the date of such
sale or the record date for such  transaction  or  distribution,  as applicable,
and, if they exercise such Warrants prior to such date,  they shall be entitled,
in addition to the shares of Common Stock issuable upon the exercise thereof, to
receive  such  property,   cash,  assets,  rights,   evidence  of  indebtedness,
securities  or any other  thing of value,  or any  combination  thereof,  on the
payment date of such sale, transaction or distribution.

     9.  Exchange  and  Replacement  of  Warrant   Certificates.   Each  Warrant
Certificate is exchangeable  without expense,  upon the surrender thereof by the
registered  Holder at the principal  executive office of the Company,  for a new
Warrant  Certificate  of like tenor and date  representing  in the aggregate the
right to purchase the same number of Placement Agent Units in such denominations
as shall be designated by the Holder thereof at the time of such surrender.

     Upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the loss, theft,  destruction or mutilation of any Warrant Certificate,  and, in
case of  loss,  theft  or  destruction,  of  indemnity  or  security  reasonably
satisfactory to it, and reimbursement to the Company of all reasonable  expenses
incidental  thereto,  and upon surrender and  cancellation  of the Warrants,  if
mutilated,  the Company will make and deliver a new Warrant  Certificate of like
tenor, in lieu thereof.


                                       6
<PAGE>

     10. Elimination of Fractional Interests.  The Company shall not be required
to issue certificates  representing fractions of shares of Common Stock upon the
exercise of the Warrants, it being the intent of the parties that all fractional
interests  shall be  eliminated by rounding any fraction up or down, as the case
may be,  to the  nearest  whole  number  of  shares  of  Common  Stock  or other
securities, properties or rights.

     11.  Reservation of Securities.  The Company shall at all times reserve and
keep  available out of its  authorized  shares of Common  Stock,  solely for the
purpose of issuance upon the exercise of the Warrants,  such number of shares of
Common Stock or other securities, properties or rights as shall be issuable upon
the exercise  thereof.  The Company  covenants and agrees that, upon exercise of
the Warrants and payment of the Exercise  Price  therefor,  all shares of Common
Stock and other securities issuable upon such exercise shall be duly and validly
issued,  fully paid,  non-assessable and not subject to the preemptive rights of
any stockholder.

     12. Notices to Warrant Holders.  Nothing  contained in this Agreement shall
be construed as  conferring  upon the Holders the right to vote or to consent or
to receive  notice as a stockholder  in respect of any meetings of  stockholders
for the  election  of  directors  or any other  matter,  or as having any rights
whatsoever as a stockholder of the Company.  If,  however,  at any time prior to
the expiration of the Warrants and their exercise,  any of the following  events
shall occur:

          (a) the  Company  shall take a record of the  holders of its shares of
Common  Stock  for the  purpose  of  entitling  them to  receive a  dividend  or
distribution  payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings,  as indicated by the
accounting  treatment  of such  dividend  or  distribution  on the  books of the
Company; or

          (b) the Company shall offer to all the holders of its Common Stock any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefor; or

          (c) a  dissolution,  liquidation  or winding up of the Company  (other
than  in  connection  with  a  consolidation  or  merger)  or a  sale  of all or
substantially  all of its property,  assets and business as an entirety shall be
proposed;

     then,  in any one or more of said  events,  the Company  shall give written
notice of such  event at least  fifteen  (15) days  prior to the date fixed as a
record date or the date of closing the transfer books for the  determination  of
the  stockholders  entitled  to  such  dividend,  distribution,  convertible  or
exchangeable  securities  or  subscription  rights,  or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer  books, as the case may be.
Failure to give such notice or any defect  therein shall not affect the validity
of any action taken in connection  with the  declaration  or payment of any such
dividend,  or the issuance of any  convertible or  exchangeable  securities,  or
subscription  rights,   options  or  warrants,   or  any  proposed  dissolution,
liquidation, winding up or sale.

     13. Notices.

     All notices, requests, consents and other communications hereunder shall be
in writing and shall be deemed to have been duly made when delivered,  or mailed
by registered or certified mail, return receipt requested:

          (a) If to the  registered  Holder of the  Warrants,  to the address of
such Holder as shown on the books of the Company; or


                                       7
<PAGE>

          (b) If to the Company, to the address set forth in Section 3 hereof or
to such other address as the Company may designate by notice to the Holders.

     14.  Supplements  and  Amendments.  The Company and the Placement Agent may
from time to time supplement or amend this Agreement without the approval of any
Holders of Warrant  Certificates  (other than the  Placement  Agent) in order to
cure any  ambiguity,  to correct or supplement  any provision  contained  herein
which may be defective or inconsistent  with any provisions  herein,  or to make
any other provisions in regard to matters or questions  arising  hereunder which
the Company and the  Placement  Agent may deem  necessary or desirable and which
the  Company  and the  Placement  Agent  deem  shall not  adversely  affect  the
interests  of the  Holders  of Warrant  Certificates.  To  otherwise  amend this
Agreement,  the prior  written  consent of the Holders of at least a majority of
the Underlying Securities shall be required.

     15. Successors. All the covenants and provisions of this Agreement shall be
binding  upon and inure to the  benefit of the  Company,  the  Holders and their
respective successors and assigns hereunder.

     16. Termination. This Agreement shall terminate at the close of business on
November 28, 2004. Notwithstanding the foregoing, the indemnification provisions
of Section 7 shall  survive  such  termination  until the close of  business  on
November 28, 2012.

     17.  Governing  Law;  Submission to  Jurisdiction.  This Agreement and each
Warrant Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of New York and for all  purposes  shall be  construed  in
accordance  with the laws of said State  without  giving  effect to the rules of
said State governing the conflicts of laws.

     The  Company,  the  Placement  Agent and the Holders  hereby agree that any
action,  proceeding  or claim  against it arising out of, or relating in any way
to, this Agreement  shall be brought and enforced in the courts of the State of,
New York or of the United  States of America  for the  Southern  District of New
York, and irrevocably submits to such jurisdiction,  which jurisdiction shall be
exclusive.  The Company,  the Placement Agent and the Holders hereby irrevocably
waive any objection to such exclusive  jurisdiction or inconvenient  forum.  Any
such  process or summons to be served  upon any of the  Company,  the  Placement
Agent  and the  Holders  (at the  option  of the  party  bringing  such  action,
proceeding or claim) may be served by transmitting a copy thereof, by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at
the  address as set forth in Section 13  hereof.  Such  mailing  shall be deemed
personal  service and shall be legal and binding upon the party so served in any
action,  proceeding or claim.  The Company,  the Placement Agent and the Holders
agree that the prevailing  party(ies) in any such action or proceeding  shall be
entitled to recover from the other party(ies) all of its/their  reasonable legal
costs and  expenses  relating to such action or  proceeding  and/or  incurred in
connection with the preparation therefor.

     18. Entire Agreement; Modification. This Agreement (including the Placement
Agent Agreement to the extent  portions  thereof are referred to herein) contain
the entire understanding  between the parties hereto with respect to the subject
matter hereof and may not be modified or amended except by a writing duly signed
by the party  against  whom  enforcement  of the  modification  or  amendment is
sought.

     19.  Severability.  If any provision of this Agreement  shall be held to be
invalid or unenforceable,  such invalidity or unenforceability  shall not affect
any other provision of this Agreement.


                                       8
<PAGE>

     20.  Captions.  The caption  headings of the Sections of this Agreement are
for  convenience  of  reference  only and are not  intended,  nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.

     21.  Benefits  of this  Agreement.  Nothing  in  this  Agreement  shall  be
construed  to give to any person or  corporation  other than the Company and the
Placement Agent and any other registered  Holder(s) of the Warrant  Certificates
or Underlying  Securities  any legal or equitable  right,  remedy or claim under
this Agreement;  and this Agreement shall be for the sole and exclusive  benefit
of the Company and the  Placement  Agent and any other  Holder(s) of the Warrant
Certificates or Underlying Securities.

     22.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and such counterparts shall together constitute but one and the
same instrument.

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                                       9
<PAGE>

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

     [SEAL]

                                     RATEXCHANGE CORPORATION

                                     By: ________________________________
                                         D. Jonathan Merriman
                                         Chairman and Chief Executive Officer

Attest:

________________________________
Christopher L. Aguilar
Secretary

                                     MURPHY & DURIEU

                                     By: ________________________________
                                         Name:
                                         Title:


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<PAGE>

                                    EXHIBIT A

THE WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES  ISSUABLE
UPON EXERCISE  THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE  "ACT"),  OR ANY STATE  SECURITIES  STATUTE  AND MAY NOT BE  OFFERED  SOLD,
PLEDGED,  HYPOTHECATED,  ASSIGNED  OR  TRANSFERRED  EXCEPT  PURSUANT  TO: (i) AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
RULE 144 UNDER  THE ACT (OR ANY  SIMILAR  RULE  UNDER  THE ACT  RELATING  TO THE
DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF THE OPINION SHALL
BE REASONABLY  SATISFACTORY  TO COUNSEL FOR THE ISSUER,  THAT AN EXEMPTION  FROM
REGISTRATION UNDER THE ACT IS AVAILABLE.

THE  TRANSFER OR EXCHANGE OF THE WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE

                   5:00 P.M., NEW YORK TIME, November __, 2004

No. W-01                                                 _____ Warrants

                               WARRANT CERTIFICATE

     This Warrant  Certificate  certifies  that MURPHY & DURIEU,  or  registered
assigns,  is the registered  holder of ______ Warrants to purchase,  at any time
from  November  __,  2001 until 5:00 p.m.  New York time on  November  __,  2004
("Expiration  Date"),  up to ______  placement agent units (the "Placement Agent
Units") of RATEXCHANGE CORPORATION,  a Delaware corporation (the "Company"),  at
the exercise  price (the "Exercise  Price") of $60,000 per Placement  Agent Unit
upon surrender of this Warrant  Certificate and payment of the Exercise Price at
an office or agency of the Company,  or by surrender of this Warrant Certificate
in lieu of cash payment,  but subject to the  conditions set forth herein and in
the  Placement  Agent's  Warrant  Agreement,  dated as of the date  hereof  (the
"Warrant  Agreement"),  between the Company and MURPHY & DURIEU.  Payment of the
Exercise  Price shall be made by  certified  or official  bank check in New York
Clearing House funds payable to the order of the Company or by surrender of this
Warrant  Certificate.  Each Placement  Agent Unit shall consist of (i) except as
otherwise  provided  in the  Warrant  Agreement,  such  number of fully paid and
non-assessable  shares of common stock, $0.0001 par value per share (the "Common
Stock") which is equal to a total number of securities  issuable upon conversion
of $50,000 in principal amount of the note (the "Notes") issued in the Placement
(whether or not the Notes have been converted and notwithstanding whether or not
the Notes have been repaid) based upon an initial  conversion price equal to the
higher of (x) $0.35 per share or (y) the per share price of the Common  Stock as
evidenced by the last trade on the American  Stock Exchange prior to the closing
of the sale of the Units (the "Conversion  Price"),  subject to such adjustments
as found in the Note,  or a Note in the  principal  amount of $50,000;  and (ii)
12,500  Class A Warrants.  Each Class A Warrant  entitles the holder to purchase
one share of Common Stock at an initial price equal to the Conversion Price.

     No  Warrant  may be  exercised  after  5:00  p.m.,  New York  time,  on the
Expiration Date, at which time all Warrants  evidenced hereby,  unless exercised
prior thereto, shall thereafter be void.


                                       11
<PAGE>

     The  Warrants  evidenced  by this  Warrant  Certificate  are part of a duly
authorized  issue of Warrants  issued pursuant to the Warrant  Agreement,  which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations,  duties and immunities thereunder of the Company and the
holders  (the words  "holders"  or "holder"  meaning the  registered  holders or
registered holder) of the Warrants.

     Upon  due  presentment  for   registration  of  transfer  of  this  Warrant
Certificate at an office or agency of the Company, a new Warrant  Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants  shall be issued to the  transferee(s)  in exchange for this Warrant
Certificate,  subject to the  limitations  provided  herein  and in the  Warrant
Agreement,  without any charge except for any tax or other  governmental  charge
imposed in connection with such transfer.

     Upon the  exercise  of less  than  all of the  Warrants  evidenced  by this
Certificate,  the  Company  shall  forthwith  issue to the  holder  hereof a new
Warrant Certificate representing such number of unexercised Warrants.

     The  Company  may deem and treat  the  registered  holder(s)  hereof as the
absolute owner(s) of this Warrant Certificate  (notwithstanding  any notation of
ownership  or other  writing  hereon  made by  anyone),  for the  purpose of any
exercise hereof,  and of any distribution to the holder(s)  hereof,  and for all
other  purposes,  and the  Company  shall not be  affected  by any notice to the
contrary.

     All terms used in this Warrant  Certificate that are defined in the Warrant
Agreement shall have the meanings assigned to them in the Warrant Agreement.

     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
duly executed under its corporate seal.

Dated as of November __, 2001


                                                RATEXCHANGE CORPORATION

[SEAL]                                          By: _________________________
                                                    Name: D. Jonathan Merriman
                                                    Title:

Attest:

________________________________
Christopher L. Aguilar
Secretary


                                       12
<PAGE>

             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1]

     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented by this Warrant  Certificate,  to purchase Placement Agent Units and
herewith  tenders in payment for such  securities a certified  or official  bank
check  payable  in New York  Clearing  House  Funds to the order of  RATEXCHANGE
CORPORATION  (the  "Company")  in the amount of $ , all in  accordance  with the
terms of Section 3.1 of the Placement  Agent's Warrant  Agreement by and between
the Company and the Placement Agent.

         The undersigned elects to purchase [check box]
         |_|   Note in the principal amount $______________*.
         |_|   ______** shares of Common Stock

     The  undersigned   requests  that   certificates  for  such  securities  be
registered in the name of _____________  whose address is  _____________________
and that such  certificates  be delivered to  ________________  whose address is
________________. 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)

________________________
* $50,000 times the number of Placement Agent Units purchased.
** 50,000  times the  number  Placement  Agent  Units  purchased  divided by the
conversion  price of the Note as  adjusted  as of the  time of  exercise  of the
right, represented by this Warrant Certificate.  The adjusted exercise price can
be obtained from the Company.


                                       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)


                                       14