ASSIGNMENT

     This  Assignment  and Bill of Sale is made and entered into effective as of
September  1,  2001,  by  RateXchange   Corporation,   a  Delaware   corporation
("RateXchange") and Forsythe/McArthur  Associates, Inc., an Illinois corporation
("FMA").

     By this  Assignment and Bill of Sale, FMA, in accordance with the terms and
conditions  of that certain  Restructure  Agreement  dated  October 4, 2001 (the
"Restructure  Agreement")  by and  between  RateXchange  and  FMA,  for good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  does hereby  sell,  transfer,  convey,  assign and  deliver  unto
RateXchange,  its successors and assigns,  all of the "Equipment" (as defined in
Schedule  A  attached  hereto),  free and clear of any and all  liens,  security
interests,  encumbrances,  mortgages,  deeds of  trust,  liabilities,  financing
statements,  pledges, charges,  conditions,  equitable claims, covenants,  title
defects,  restrictions or claims of any kind,  nature or description  whatsoever
except  any  of  the  foregoing  created  by  or  arising  through   RateXchange
(collectively,  "Liens"),  to have and to hold said Equipment unto  RateXchange,
its successors and assigns,  to and for its or their use forever.  To the extent
some or all of the  Equipment  has already  have been  conveyed  to  RateXchange
pursuant to another  document or agreement,  the terms of such document shall be
in addition to the terms of this  Assignment  and Bill of Sale, and in the event
that such terms  conflict,  shall  control over such  conflicting  terms of this
Assignment and Bill of Sale.

     1. FMA hereby warrants and covenants as follows:

          (a) FMA has good and  marketable  title to the Equipment  hereby sold,
assigned, transferred,  conveyed and delivered to RateXchange, free and clear of
all Liens,  and RateXchange  will receive hereby such good and marketable  title
thereto.

          (b)  FMA  will  warrant  and  defend  the  assignment,   transfer  and
conveyance of the Equipment  hereunder with respect to any lien against each and
every person or persons claiming against any or all of the same.

     2. FMA will take all reasonable  steps  necessary to put RateXchange or its
successors  and  assigns  in actual  possession  and  operating  control  of the
Equipment,  to  carry  out the  intent  of the  Restructure  Agreement  and this
Assignment  and Bill of  Sale,  or to more  effectively  sell,  assign,  convey,
transfer,  reduce  to  possession  and  record  title  to any of the  Equipment,
including  execution  and delivery of such further  instruments  or documents of
conveyance,  assignment and transfer,  or by taking such other actions as may be
reasonably requested by RateXchange.

     3. Nothing contained in this Assignment and Bill of Sale shall be deemed to
diminish  any of the  obligations,  agreements,  covenants,  representations  or
warranties of RateXchange and FMA contained in the Restructure Agreement.

     4. Miscellaneous

          (a) Amendment.  No change in or amendment to this  Assignment and Bill
of Sale shall be valid  unless  set forth in  writing  and signed by both of the
parties hereto.

          (b)  Attorneys'  Fees.  If any  party  shall  commence  any  action or
proceeding  against  the other that  arises out of the  provisions  hereof or to
recover  damages as the result of the  alleged  breach of any of the  provisions
hereof,  the  prevailing  party  therein  shall be entitled to recover  from the

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RateXchange/Forsythe-McArthur Associates
Assignment and Bill of Sale
Page 2 of 4


non-prevailing  party all  reasonable  costs  incurred in connection  therewith,
including reasonable attorneys' fees.

          (c) Counterparts.  This Assignment and Bill of Sale may be executed in
counterparts,  each of which shall be deemed an original,  and all of which when
affixed together shall  constitute but one and the same  instrument.  Signatures
exchanged by facsimile shall be deemed original signatures for all purposes.

          (d) Governing Law. This Assignment and Bill of Sale is entered into in
the State of Illinois  and shall be governed in all respects by the laws of such
state (without regard to its conflicts of laws doctrines).

          (e)  Severability.  In the event that any provision of this Assignment
and  Bill of Sale  is  found  by any  court  or  other  authority  of  competent
jurisdiction to be illegal or  unenforceable,  such provision will be severed or
modified to the extent  necessary to make it  enforceable,  and as so severed or
modified, the remainder of this Assignment and Bill of Sale shall remain in full
force and effect.

          (f)  Successors  and  Assigns.  This  Assignment  and  Bill of Sale is
binding  upon and shall  inure to the  benefit of the  parties  hereto and their
respective successors and assigns.

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

FORSYTHE/McARTHUR                   RATEXCHANGE CORPORATION,
ASSOCIATES, INC.                    a Delaware corporation
an Illinois corporation


By:                                 By:
   --------------------------          --------------------------
Name:                               Name:
     -----------------------             ------------------------
Title:                              Title:
      ----------------------              -----------------------

STATE OF                                         )
         -----------------------------------
                                                 )  ss.
[City and] County of                             )
                     -----------------------

         The foregoing  instrument was acknowledged  before me this ____ day of
March 2002 by ________________________as____________________of Forsythe/McArthur
Associates, Inc.

         My commission expires: ______________________

         Witness my hand and official seal.

                                                 _______________________________
                                                 Notary Public

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RateXchange/Forsythe-McArthur Associates
Assignment and Bill of Sale
Page 3 of 4


STATE OF                                         )
         -----------------------------------
                                                 )  ss.
[City and] County of                             )
                     -----------------------

         The foregoing  instrument was  acknowledged  before me this ____ day of
March 2002 by D. Jonathan  Merriman as Chairman and Chief  Executive  Officer of
RateXchange Corporation, a Delaware corporation.

         My commission expires: ______________________

         Witness my hand and official seal.

                                                 _______________________________
                                                 Notary Public

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RateXchange/Forsythe-McArthur Associates
Assignment and Bill of Sale
Page 4 of 4


                                   SCHEDULE A

                                   (Equipment)