Exhibit 10.14
                                   Term Sheet
                          RateXchange/Ultimate Markets

This  agreement  outlined  below,  dated  July  23rd,  1999,  is by and  between
RateXchange,  Inc., A Colorado  corporation  with offices located at 450 Sansome
Ave, #1550, San Francisco, CA 94111 ("RateXchange"): and Ultimate Markets, Inc.,
a Delaware  corporation  with  offices  located at 68 E. Wacker  Pl.,  Suite 750
Chicago, IL 60601 ("Ultimate Markets"): collectively the parties' ("Parties").

RateXchange is in the business of, among other things, facilitating the trade of
telecommunications   carrier  network   capacity  as  a  service   ("RateXchange
Services"), and

Ultimate Markets is in the business of, among other things,  providing web-based
trading software and market design services ("Ultimate Markets Services").

RateXchange  has agreed to engage  Ultimate  Markets for the creation of a fully
integrated exchange  infrastructure and market development expertise, as applied
to the telecommunications market, based on the following terms:

       1.  RateXchange   will  pay  Ultimate   Markets  $500,000  in  cash  plus
           applicable expense.

                  o        $150,000 upon signing this agreement.

                  o        $100,000 at deliverable point 1 (see below).

                  o        $250,000 at deliverable point 2 (see below).

       2.  Upon  signing of this  contract,  RateXchange  will also pay Ultimate
           Markets 5% of  RateXchange  stock and an additional 5% of RateXchange
           stock in the form of a stock grant,  neither of which will be diluted
           by the next $2,000,000 in future additional financing.

                  o        The stock  grant  will vest  monthly  over a 24-month
                           period beginning on the date of this agreement,

                  o        All stock will vest  immediately upon the transfer of
                           a controlling interest of RateXchange.

                  o        All equity  will  include a  piggyback  right to sell
                           into any future financing.

                  o        All  equity and equity  equivalents  will  include an
                           anti-dilution  clause that will  prevent  dilution if
                           future equity or equity  equivalents are issued below
                           the price of the $2  million  financing  referred  to
                           above.

       3.  RateXchange   also  agrees  to  pay  Ultimate   Markets  a  quarterly
           management fee for:

                  o        Continued Technology support and software upgrades.

                  o        The development of pricing and risk management tools.

                  o        Assistance in developing market liquidity.

       o   Quarterly  fees  will be based on  RateXchange's  transaction  volume
           according to the following schedule:

                  o        $50,000 for volume between 0-150 trades per quarter

                  o        $75,000 for volume between 150-300 trades per quarter

                  o        $100,000  for  volume  greater  than 300  trades  per
                           quarter

       4.  In the event that  RateXchange  pursues an  independent  financing as
           discussed  above, it is understood  that Art Bushonville  will hold a
           seat on RateXchange's Board.

       5.  This  contract  will be  cancelable  by either party with six month's
           notice.

       6.  The Parties agree to complete a formal  contract,  based on the terms
           outlined  in this  agreement,  within  2 weeks  from the date of this
           agreement of such date as mutually agreed to by the parties.

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       7.  Ultimate  Markets  agrees to provide these design and  implementation
           services exclusively to RateXchange and agrees not to compete against
           RatteXchange (with regard to the telecommunications market).

Definition of Deliverable point 1:

       o   All possible matching  attributes will be identified and agreed to. o
           Credit policies and procedures will be defined.

       o   A prototype web site will be completed  which  supports  matching and
           transaction processing based on the matching attributes.

       o   The prototype  will not  incorporate  credit  processing or automated
           fulfillment.

It is estimated that Deliverable point 1 will be reached within 6 week.

Definition of Deliverable point 2:

       o   A  functioning  exchange web site  available  on the public  internet
           which will include:

                  o        Integrated credit processing.

                  o        A simple interface to the fulfillment  system,  which
                           may be, e-mail or similarly based initially.

                  o        A plan for integrating automated fulfillment.

                  o        Management    reporting   facilities   available   in
                           real-time.

This  agreement  replaces  all  previous  written  and  verbal  commitments  and
understandings between the Parties.

AGREED TO AND ACCEPTED AS OF THIS 23RD DAY OF JULY, 1999


RateXchange, Inc.                                 Ultimate Markets, Inc.


By: /s/ Ross Mayfield                             By: /s/ Arthur Bushonville
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Title: VP, Marketing                              Title: President
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