EMPLOYMENT AGREEMENT

THIS EMPLOYMENT  AGREEMENT  (this  "Agreement") is entered into as of January 9,
2001 between RATEXCHANGE  CORPORATION,  a Delaware  corporation (the "Company"),
and Gregory S. Curhan (the  "Executive").  WHEREAS,  the parties desire to enter
into this  Agreement  setting forth the terms and  conditions for the employment
relationship of the Executive with the Company.

NOW, THEREFORE, it is AGREED as follows:

1. Employment.  The Executive is hereby employed as Executive Vice President and
Chief  Financial  Officer of the  Company  for a period  commencing  on the date
hereof and ending three years after the date hereof. As Executive Vice President
and Chief  Financial  Officer of the  Company,  the  Executive  shall handle all
day-to-day activities of the Company as customarily performed by persons serving
in such  capacities.  He shall also  perform  such other  duties as the Board of
Directors of the Company may from time to time direct.  The Executive  agrees to
serve the  Company  faithfully  and to the best of his ability and to devote his
full time,  attention  and  efforts to the  business  and affairs of the Company
during the term of his  employment.  The  Executive  hereby  confirms that he is
under no contractua1 commitments  inconsistent with his obligations set forth in
this Agreement. The Executive shall be entitled without prior written consent to
hold  positions on the Board of  Directors of entities  that do not compete with
the Company.  The Executive has, as of the date of this Agreement,  disclosed to
the Board of  Directors of the Company the  positions  the  Executive  currently
holds on other  Boards of  Directors,  and the  Company  has  consented  to such
positions.

2. Location of Services.  During the term of this Agreement, the Executive shall
be  principally  located at the offices of the Board of Directors of the Company
located in the San Francisco, California metropolitan area.

3. Salary.  The Company  shall pay the  Executive an annual Base Salary equal to
$125,000.  The Base Salary of the  Executive  shall not be decreased at any time
during  the term of this  Agreement  from the amount  then in effect  unless the
Executive otherwise agrees in writing.  Participation in deferred  compensation,
discretionary bonus, retirement,  and other employee benefit plans and in fringe
benefits  shall not reduce the Base Salary.  The Base Salary shall be payable to
the Executive not less frequently than monthly.


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<PAGE>

4. Bonuses. Upon the signing of this Agreement,  the Executive shall be entitled
to receive a bonus of $50,000 if certain events are achieved. A sum of $50,000/3
= $16,667.00  will be earned upon  achievement  of each of the  following  three
finance operations milestones.

     1.   Hiring and training of a qualified CPA controller

     2.   A renegotiated auditor relationship with goal of reducing annual costs
          by 10% or more,  and  improving  RateXchange's  status  as a  valuable
          client

     3.   A coordinated, integrated IR strategy and stock administration plan

The Company's  Chairman and CEO may, in his sole  discretion,  award  additional
bonuses to the Executive based upon achievement of Company objectives.

Additional cash and equity  incentives to be determined by the CEO predicated on
CFO performance metrics,  sourcing and hiring of additional brokers or analysts,
and profitability  thereof,  and revenue generating  activities such as sourcing
and  executing  deals  including  private  placements,   public  offerings,  M&A
assignments, asset gathering, and the like. These payments will be substantially
in line with what other employees of RateXchange earn for the same activities.

5.  Participation  in the Executive  Benefit Plans.  In addition to the benefits
noted below,  the Executive shall be entitled to participate,  on the same basis
as  other  executive  employees  of the  Company,  in any  stock  option,  stock
purchase,  pension,  thrift,  profit-sharing,   group  life  insurance,  medical
coverage,  education, or other retirement or employee pension or welfare plan or
benefits  that the  Company  has  adopted  or may adopt for the  benefit  of its
employees.  The  Executive  shall  be  entitled  to  participate  in any  fringe
benefits,  which  are  now or  may  be or  become  applicable  to the  Company's
executive employees generally.

The Executive shall promptly be reimbursed for all reasonable  expenses which he
may incur in  connection  with his  services  hereunder in  accordance  with the
Company's normal reimbursement policies as established from time to time.

6. Stock Options.

Subject to approval by the Company's Board of Directors, in consideration of the
Executive's  acceptance of employment hereunder,  the Executive shall be granted
options to purchase an  aggregate of 1,000,000  shares of the  Company's  common
stock, par value $.0001 per share ("Common  Stock"),  at an exercise price to be
equal to the closing  price of the Common Stock as listed on The American  Stock
Exchange LLC on January 8, 2002, which was the closing price  immediately  prior
to the  Executive's  first day of work at the Company on January 9, 2002, and on
terms to be set forth in one of the  Company's  standard  forms of stock  option
agreement  to be entered into  between the Company and the  Executive.  (January
8th, 2002 close on AMEX was $0.53) The vesting and amounts of such options shall
be as follows:


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<PAGE>

(a)  A 450,000 share option grant upon commencement of employment, with one year
     cliff vesting on 25% of the option shares, the remainder vesting 1/36th per
     month over the following three years.

(b)  A 550,000 share option grant upon commencement of employment that will vest
     on January 1, 2007.  The vesting of these shares will be  accelerated  with
     550,000/3 = 183,333  shares  vesting upon  achievement of the milestone set
     forth below:

      (i) Top line annual revenue for RTX  Corporation of at least  $5million in
          any year.

     (ii) Two consecutive quarters of EBITDA profitability in any year.

    (iii) A share price of at least  $1.00 for 10  consecutive  trading  days in
          any year.

7. Sale of the Company.

(a)  During the term of this  Agreement  or the  Severance  Period  (as  defined
     below),  upon (1) a sale of all or  substantially  all of the assets of the
     Company,  (2) a merger of the Company with another entity where the Company
     is not the  surviving  entity  or where  the  stockholders  of the  Company
     immediately  prior to the merger own less than fifty  percent  (50%) of the
     voting  stock of the  Company  following  the  merger,  (3) a change in the
     membership of the Board of Directors such that  individuals  who, as of the
     date hereof,  constitute  the Board of Directors  (the  "Incumbent  Board")
     cease for any  reason to  constitute  at least a  majority  of the Board of
     Directors;  provided,  however,  that any  individual  becoming  a director
     subsequent to the date hereof whose election, or nomination for election by
     the Company's  shareholders,  was approved by a vote of at least a majority
     of the directors then comprising the Incumbent Board shall be considered as
     though the individual were a member of the Incumbent  Board, but excluding,
     for this purpose,  any individual whose initial assumption of office occurs
     as a result of an actual or threatened election contest with respect to the
     election or removal of directors or other actual or threatened solicitation
     of proxies or consents by or on behalf of a person other than the Company's
     Board of Directors, the Executive's options that have been granted pursuant
     to the terms set forth in this Agreement shall vest as follows:

     (i)  If an event of change in  control  as defined  above  occurs  prior to
          vesting of at least half of the Executive's  Company  options,  then a
          total of one half (1/2) of the Executive's options will accelerate and
          vest fully.

     (ii) If an event of change in  control as defined  above  occurs  after the
          Executive  has  vested  on one half  (1/2) or more of the  Executive's
          options, then one half (1/2) of the Executive's then remaining options
          will accelerate and vest fully.


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<PAGE>

(b)  Notwithstanding  any  other  provision  of this  Agreement  or of any other
agreement,  contract,  or understanding  heretofore or hereafter entered into by
the Executive with the Company, except an agreement,  contract, or understanding
hereafter entered into that expressly  modifies or excludes  application of this
paragraph (an "Other  Agreement"),  and  notwithstanding  any formal or informal
employment  agreement or other arrangement for the direct or indirect  provision
of compensation to the Executive (including groups or classes of participants or
beneficiaries  of  which  the  Executive  is a  member),  whether  or  not  such
compensation  is deferred,  is in cash, or is in the form of a benefit to or for
the Executive (a "Benefit  Arrangement"),  if the  Executive is a  "disqualified
individual,"  as defined in Section  280G(c) of the  Internal  Revenue Code (the
"Code"),  any right to receive any payment or other benefit under this Agreement
shall not become  exercisable or vested or shall be forfeited to the extent that
such right to exercise,  vesting,  payment, or benefit,  taking into account all
other  rights,  payments,  or  benefits  to or  for  the  Executive  under  this
Agreement, all Other Agreements,  and all Benefit Arrangements,  would cause any
payment or benefit to the  Executive  under this  Agreement  to be  considered a
"parachute payment" within the meaning of Section 280G(b)(2) of the Code as then
in effect (a  "Parachute  Payment").  In the event that the  receipt of any such
right to  exercise,  vesting,  payment,  or  benefit  under this  Agreement,  in
conjunction with all other rights, payments, or benefits to or for the Executive
under any Other Agreement or any Benefit  Arrangement  would cause the Executive
to be considered to have received a Parachute Payment under this Agreement, then
the Executive  shall have the right,  in the  Executive's  sole  discretion,  to
designate those rights,  payments,  or benefits under this Agreement,  any Other
Agreements, and any Benefit Arrangements that should be reduced or eliminated so
as to avoid having the payment or benefit to the Executive  under this Agreement
be deemed to be a Parachute Payment.

8.  Standards.   The  Executive   shall  perform  the  Executive's   duties  and
responsibilities  under  this  Agreement  in  accordance  with  such  reasonable
standards  as may be  established  from time to time by the Chairman and CEO and
Board of Directors of the Company. The reasonableness of such standards shall be
measured against standards for executive performance generally prevailing in the
Company's industry.

9. Voluntary Absences: Vacations. The Executive shall be entitled to annual paid
vacation of at least four weeks  (twenty days) per year or such longer period as
the Board of Directors of the Company may approve.  The timing of paid vacations
shall be scheduled in a reasonable manner by the Executive.

10. Termination of Employment.

(a) The  Executive  may  terminate  his  employment at any time after the 60-day
notice  period in Section 11 has elapsed.  The Board of Directors of the Company
may terminate the Executive's  employment at any time, subject to payment of the
compensation described below.

(b) In the case of (i) any  termination  other than  "termination  for cause" as
defined  below,  or (ii) any  termination  by the Executive for "Good Reason" as
defined  below,  the


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<PAGE>

Executive  shall  continue to receive for six months,  commencing on the date of
such termination (the "Severance Period"),  his full Base Salary, any bonus that
has been earned but not paid before  termination  of  employment,  and all other
benefits and  compensation  that the Executive would have been entitled to under
this Agreement in the absence of termination  of employment  (collectively,  the
"Severance  Amount");  provided,  further,  that all of Executive's options that
have been granted  pursuant to the terms set forth in this Agreement  shall vest
according  to the  same  definitions  as set  forth  in the  change  of  control
scenarios in points 7.(a)(i) and 7(a)(ii) of the this Agreement.

(c) The Executive shall have no right to receive  compensation or other benefits
from the Company for any period  after  termination  for cause by the Company or
termination by the Executive other than termination with good reason, except for
any vested retirement  benefits to which the Executive may be entitled under any
qualified  employee  pension  plan  maintained  by the Company and any  deferred
compensation to which the Executive may be entitled.  (d) The term  "termination
for cause' shall mean  termination by the Company because of the Executive's (i)
fraud or material misappropriation with respect to the business or assets of the
Company; (ii) persistent refusal or failure materially to perform his duties and
responsibilities  to the Company  for a period of at least ten (10) days,  which
continues after the Executive receives notice of such refusal or failure;  (iii)
conduct that  constitutes  disloyalty to the Company and which  materially harms
the Company or conduct  that  constitutes  breach of  fiduciary  duty  involving
personal  profit;  (iv)  conviction,  or the  entry of a plea of  guilty or nolo
contendere by the Executive,  of a felony or crime, or willful  violation of any
law, rule, or regulation,  involving  moral  turpitude;  (v) the use of drugs or
alcohol which  interferes  materially  with the  Executive's  performance of his
duties; or (vi) material breach of any provision of this Agreement.

(e)  The  term  resignation  for  "Good  Reason"  shall  mean  that  Executive's
resignation  occurs within three months of one of the following  events:  (i) an
involuntary  reduction of Executive's job duties or  responsibilities;  (ii) the
Chairman and CEO or Board  decides that  Executive  report to someone other than
the Chairman and CEO; or (iii) any  involuntary  reduction of  Executive's  Base
Compensation.

(f) The  Executive's  employment  pursuant  to this  Agreement  shall  terminate
automatically prior to the expiration of the term of this Agreement in the event
of the Executive's death or disability.  In the event the Executive's employment
terminates  prior to the  expiration  of the term of this  Agreement  due to his
death  or  disability,  the  Executive  shall  not be  entitled  to any  further
compensation under the provisions of this Agreement,  except for his base salary
earned  through  the date of  termination,  and the  portion of any bonus  which
previously had been approved by the Company but was unpaid as of the Executive's
death or disability.  The Executive (or, in the event of death,  the Executive's
estate) shall be entitled to such unpaid  portion of any approved  bonus only if
the Executive (or the authorized representative of the Executive's estate) signs
a  comprehensive  general  release of claims in a form  acceptable  to  Company.
Payments of such  approved but unpaid  bonus shall not commence  until after the
Executive (or the authorized representative of his estate) signs such a release,
and after any revocation period  referenced in such release has expired.  If the
Executive (or the


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<PAGE>

authorized representative of his Estate) does not sign such a general release of
claims,  the  Executive  (or his  estate)  shall not be  entitled to receive any
compensation  under the provisions of this Agreement  except for the Executive's
base  salary  earned  through  the date of death or  disability.  In the case of
disability, if the Executive violates any of the provisions of Sections 13 or 14
of this  Agreement,  the Company's  obligations to pay the unpaid portion of any
approved Bonus to the Executive shall cease on the date of such violation.

11. Termination by the Executive.  The Executive may terminate his employment at
any time  during the term of this  Agreement  by giving  sixty (60) days'  prior
written notice thereof to the Board of Directors of the Company. In the event of
termination  by the  Executive  under this  Section  11, the  Company may at its
option  elect  to have the  Executive  cease to  provide  services  immediately,
provided that during such 60-day  notice period the Executive  shall be entitled
to continue to receive his base salary.

12. Return of Proprietary  Property.  The Executive  agrees that all property in
the  Executive's  possession that he obtains or is assigned in the course of his
employment  with the Company,  including,  without  limitation,  all  documents,
reports, manuals,  memoranda,  customer lists, credit cards, keys, access cards,
and all other  property  relating in any way to the business of the Company,  is
the exclusive property of the Company, even if the Executive authored,  created,
or assisted in authoring or creating such property.  The Executive  shall return
to the Company all such property  immediately  upon termination of employment or
at such earlier time as the Company may request.  13. Confidential  Information.
Except as permitted or directed by the Board of Directors of the Company, during
the time the Executive is employed by the Company or at any time thereafter, the
Executive shall not divulge, furnish, or make accessible to anyone or use in any
way (other  than in the  ordinary  course of the  business of the  Company)  any
confidential  or  secret  information  or  knowledge  of  the  Company,  whether
developed by himself or by others.  Such confidential  and/or secret information
encompassed  by this Section 13 includes,  but is not limited to, the  Company's
customer and supplier  lists,  business  plans,  and financial,  marketing,  and
personnel  information.  The  Executive  agrees  to  refrain  from  any  acts or
omissions that would reduce the value of any confidential or secret knowledge or
information to the Company, both during his employment hereunder and at any time
after  the  termination  of  his  employment.  The  Executive's  obligations  of
confidentiality  under  this  Section  13 shall  not apply to any  knowledge  or
information  that  is  now  published  publicly  or  that  subsequently  becomes
generally  publicly known, other than as a direct or indirect result of a breach
of this Agreement by the Executive.

14. Patent and Related Matters.

(a) The Executive agrees to promptly disclose in writing to the Company complete
information concerning each and every invention, discovery, improvement, device,
design, process, or product made, developed,  perfected,  devised, conceived, or
first


                                      -6-
<PAGE>

reduced to practice by the  Executive,  either solely or in  collaboration  with
others,  during the Executive's term of employment by the Company, or within six
months thereafter,  relating to the business, products, practices, or techniques
of the Company (hereinafter  referred to as "Developments").  The Executive,  to
the extent that the Executive has the legal right to do so, hereby  acknowledges
that any and all of said Developments are the property of the Company and hereby
assigns  and  agrees  to assign to the  Company  any and all of the  Executive's
right, title, and interest in and to any and all of such Developments.

(b) The provisions of this Section 14 shall not apply to any Development meeting
the following conditions:

(i) such Development was developed entirely on the Executive's own time; and

(ii)  such  Development  was  made  without  the use of any  Company  equipment,
supplies, facilities, or trade secret information; and such Development does not
relate at the time of conception or reduction to practice to (i) to the business
of the Company,  or (ii) to the  Company's  actual or  demonstrably  anticipated
research or development; and

(iii) such  Development does not result from any work performed by the Executive
for the Company.  (c) Upon request and without further  compensation  therefore,
but at no  expense  to  the  Executive,  and  whether  during  the  term  of the
Executive's  employment by the Company or thereafter,  the Executive will do all
lawful  acts,  including,  but not limited to, the  execution  of papers and the
giving of  testimony,  that in the opinion of the Company,  its  successors,  or
assigns,  may be necessary or desirable  in  obtaining,  sustaining,  reissuing,
extending,  or enforcing  Letters  Patent,  and for perfecting,  affirming,  and
recording the Company's complete  ownership and title thereto,  and to cooperate
otherwise in all proceedings and matters relating thereto.

15. Restrictive Covenants.

(a) During the employment of the Executive under this Agreement and for a period
of six (6) months after termination of such employment,  the Executive shall not
at any time (i) compete on his own behalf,  or on behalf of any other  person or
entity,  with the Company or any of its  affiliates  within all  territories  in
which the Company does  business  with respect to the business of the Company or
any of its  affiliates as such business shall be conducted on the date hereof or
during the  employment of the Executive  under this  Agreement;  (ii) solicit or
induce,  on his own  behalf  or on behalf of any  other  person or  entity,  any
employee  of the  Company  or any of its  affiliates  to leave the employ of the
Company or any of its affiliates;  or (iii) solicit or induce, on his own behalf
or on behalf of any other  person or entity,  any customer of the Company or any
of its  affiliates  to  reduce  its  business  with  the  Company  or any of its
affiliates.


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<PAGE>

(b) The Executive  shall not at any time during or subsequent to his  employment
by the  Company,  on his own behalf or on behalf of any other  person or entity,
disclose any proprietary  information of the Company or any of its affiliates to
any other person or entity other than on behalf of the Company or in  conducting
its business,  and the Executive shall not use any such proprietary  information
for his own personal advantage or make such proprietary information available to
others for use, unless such  information  shall have come into the public domain
other than through unauthorized disclosure.

(c) The  ownership  by the  Executive  of not  more  than  5% of a  corporation,
partnership or other enterprise shall not constitute a violation hereof.

(d) If any  portion  of  this  Section  15 is  found  by a  court  of  competent
jurisdiction to be invalid or unenforceable,  but would be valid and enforceable
if modified,  this Section 15 shall apply with such  modifications  necessary to
make this Section 15 valid and  enforceable.  Any portion of this Section 15 not
required  to be so  modified  shall  remain in full  force and effect and not be
affected thereby.  The Executive agrees that the Company shall have the right of
specific  performance  in the event of a breach by the Executive of this Section
15.

16.  Assignment.  The rights and obligations of the Company under this Agreement
shall  inure to the  benefit of and shall be  binding  upon the  successors  and
assigns of the  Company.  The  Executive  may not assign this  Agreement  or any
rights  hereunder.  Any  purported  or attempted  assignment  or transfer by the
Executive of this Agreement or any of the Executive's duties,  responsibilities,
or obligations hereunder shall be void.

17. Company Remedies.  The Executive acknowledges that the remedy at law for any
breach of any of the provisions of Sections 12, 13 or 15 will be inadequate, and
that the  Company  shall be  entitled,  in  addition  to any remedy at law or in
equity, to preliminary and permanent injunctive relief and specific performance.

18. Other Contracts. The Executive shall not, during the term of this Agreement,
have any other paid  employment  other than with a  subsidiary  of the  Company,
except with the prior approval of the Board of Directors.

19. Notices. All notices,  requests,  demands, consents, or other communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed to have been duly given if delivered by overnight courier or express mail
service or by postage  prepaid  registered  or certified  mail,  return  receipt
requested  (the return receipt  constituting  prima facie evidence the giving of
such notice request, demand or other communication), by personal delivery, or by
fax with confirmation of receipt and a copy mailed with postage prepaid,  to the
following  address or such other address of which a party may subsequently  give
notice to the other party in accord with the provisions of this Section.  Notice
is effective  immediately  if by personal  delivery or by fax with  confirmation
received and a copy mailed the same day. Notice sent by overnight  courier or by
registered or certified  mail is effective the earlier of actual  receipt or the
fifth date after the date  mailed as  evidenced  by the  sender's  certified  or
registered receipt.


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<PAGE>

           To the Company: RateXchange Corporation
                           100 Pine Street, Suite 500
                           San Francisco, CA 94111
                           Attn: Chairman

              To Employee: Gregory S. Curhan
                           7 Verona Place
                           Corte Madera, CA 94925

20.  Attorneys  Fees.  Should any party hereto retain counsel for the purpose of
enforcing, or preventing the breach of, any provision hereof including,  but not
limited to, the institution of any action or proceeding, whether by arbitration,
judicial or  quasi-judicial  action,  or  otherwise,  to enforce  any  provision
hereof,  or for damages for any alleged breach of any provision hereof, or for a
declaration of such party's rights or  obligations  hereunder,  then whether the
matter is settled by negotiation,  or by arbitration or judicial  determination,
the prevailing  party shall be entitled to be reimbursed by the losing party for
all  costs  and  expenses  incurred  thereby,  including,  but not  limited  to,
reasonable attorney's fees for the services rendered to such prevailing party.

22. Amendments or Additions.  No amendments or additions to this Agreement shall
be binding unless in writing and signed by all parties hereto.

23. Section  Headings.  The section headings used in this Agreement are included
solely for convenience and shall not affect,  or be used in connection with, the
interpretation of this Agreement.


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<PAGE>

24. Severability. The provisions of this Agreement shall be deemed severable and
the  invalidity  or  unenforceability  of any  provision  shall not  affect  the
validity or enforceability of the other provisions hereof.

25.  Governing Law. This Agreement shall be governed by the laws of the State of
Delaware (other than the choice of law rules thereof).

RATEXCHANGE CORPORATION

          By: D. Jonathan Merriman
              Chairman & CEO
              ---------------------------------

      Signed:
              ----------------------------------

Title: Executive Vice President and Chief Financial Officer

          By: Gregory S. Curhan
              ---------------------------------

      Signed:
              ---------------------------------


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