PURCHASE AGREEMENT

This  Purchase  Agreement  (the  "Agreement")  entered into as of the 8th day of
April,  2002 (the  "Effective  Date") by and between  Enavis  Networks,  Inc., a
corporation  organized  and  existing  under the laws of the  State of  Delaware
(hereinafter  "Enavis")  with  offices  at  1201  W.  Cypress  Creek  Road,  Ft.
Lauderdale, FL 33309 and RateXchange, Inc., a corporation organized and existing
under the laws of the State of Delaware (hereinafter "RateXchange") with offices
at 100 Pine Street, Suite 500, San Francisco, CA 94111.

WHEREAS,  RateXchange  has clear  title  and has the right to sell the  Hardware
identified in this Agreement;

WHEREAS,  Enavis  desires to buy-back  certain  Hardware  products as defined in
Exhibit A;

NOW THEREFORE, in consideration of the mutual promises and covenants herein, and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

1.   DEFINITIONS

          1.1 "Acceptance" shall mean Enavis'  acknowledgement of the successful
completion  of the  diagnostic  evaluation  described  in sections  3.4 and 3.5,
herein.

          1.2 "Hardware" shall mean the hardware  equipment,  accessories and/or
spares as defined in Exhibit A hereto.

          1.3 "Delivery" shall be on an F.O.B basis; meaning RateXchange will be
responsible for delivering the Products to the carrier, and at the place, chosen
by  Enavis.   RateXchange   shall  make  Delivery  of  the  Products  at  Global
Integration, Denver, Colorado.

          1.4 "Purchase Order" shall mean a written  purchase order  identifying
the Hardware  ordered,  requested  delivery  date(s) and  requirements to enable
RateXchange to fulfill the order.

2.   ORDERS

          2.1 Enavis shall order the Hardware from  RateXchange  by submitting a
written  purchase  order  identifying  the  Hardware  Enavis is buying  back and
specifying the requirements to enable RateXchange to fulfill the order.

3.   DELIVERY; TITLE AND RISK OF LOSS

          3.1.  RateXchange hereby represents and warrants to Enavis that it has
clear title to, or the right to sell, the Hardware  specified in this Agreement,
as defined in Exhibit A hereto and the Hardware is free and clear of all claims,
liens and encumbrances.

          3.2.  RateXchange  will  provide  Enavis  with  the  total  number  of
containers, including packing list, for shipment verification.  RateXchange will
bear all  transportation  and delivery charges for any Hardware not shipped with
the  original  shipment  and deemed to be part of this  Agreement  as defined in
Exhibit A hereto.

          3.3. All Hardware was decommissioned, according to industry standards,
and that the Hardware is in proper working conditions according to the published
specifications.


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          3.4.  Upon  signing this  agreement,  Enavis will unpack and perform a
complete  diagnostic  test of the Miami  T::DAX  that is  currently  in  Enavis'
Clearwater,  FL facility.  Enavis will  complete  this  diagnostic  test without
unreasonable  delay.  Enavis shall notify RateXchange two (2) business day prior
to the diagnostic testing schedule giving RateXchange the opportunity to witness
this process.  If the results of the diagnostic  testing  demonstrate  that this
system was not  decommissioned  properly,  this  Agreement  may be  cancelled by
Enavis without any further  obligation to RateXchange and the equipment shall be
returned to RateXchange without delay,  however,  RateXchange expressly reserves
the  right  to  receive  a  written  copy  of  the  diagnostic  testing  report.
RateXchange will then be responsible for  transportation and delivery charges to
RateXchange's facility.

          3.5. Upon receipt of all remaining 8 T::DAX Systems from  RateXchange,
Enavis will perform a complete  inventory of the  equipment.  Enavis will notify
RateXchange of any missing Hardware,  giving RateXchange the opportunity to ship
the missing Hardware to Enavis' Clearwater facility. Once received,  Enavis will
retain the right to perform  diagnostic  testing on the Hardware as described in
Article 3.4. In the event that RateXchange  cannot deliver the missing Hardware,
Enavis will modify the Purchase  Order given to  RateXchange  by deducting 8% of
RateXchange's  Purchase  Price of such missing  Hardware,  from the value of the
Enavis Purchase Order. Upon Acceptance, RateXchange shall be entitled to invoice
the sum of the modified Purchase Order value.

          3.6.  Title to Hardware  delivered  hereunder  and all risk of loss or
damage thereto shall pass to Enavis upon Delivery of the Hardware.  Enavis shall
exercise their right to return the equipment given the failure of the diagnostic
testing  on the  Hardware,  or 20 days from  delivery  whichever  occurs  first.
Enavis'  Acceptance  shall  occur upon  completion  of the  diagnostic  testing.
RateXchange will invoice  equipment upon delivery to Enavis with terms of Net 45
days.

4.   PRICES

          The purchase price for Hardware ordered through a Purchase Order under
this   Agreement   shall  be  Two  Hundred   Thousand   United  States   Dollars
($200,000.00). All prices exclude shipping and taxes, which costs shall be borne
by Enavis.

5.   PAYMENT

          All amounts due to  RateXchange  shall be  invoiced  upon  Acceptance.
Payment shall be made within 30 days of receipt of the invoice.

6.   PACKAGING

         Hardware  ordered by Enavis shall be packed for shipment and storage in
accordance with industry standard commercial practices.

7.   CONFIDENTIALITY

          7.1 Each party acknowledges that in the course of their business, each
may be exposed to certain  confidential  and/or proprietary  information held or
disclosed by the other party (the "Disclosing Party") regarding it's business or
products,  including  but not  limited to the  Hardware,  Software  and  related
documentation  delivered  to Vendor  (collectively  hereinafter  referred  to as
"Confidential  Information").  Any party who receives  Confidential  Information
(the "Receiving Party") shall exercise a reasonable standard of care to maintain
and protect the  confidentiality  of the  Confidential  Information,  during and
after the expiration or termination of this  Agreement,  and,  unless  otherwise
agreed to in  writing,  shall  not  reproduce,  disclose,  license,  publish  or
otherwise  make  available  such  information  to  any  third  party,  including
affiliates  and  subsidiaries,  other than the Receiving  Party's  employees who
require such access  consistent with use approved by the Disclosing  Party under
this Agreement.

          7.2 These restrictions shall not apply to information or material that
(a) was in the Receiving Party's  possession before disclosure by the Disclosing
Party,  (b) is or becomes a matter of public


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knowledge  through  no  fault  of the  Receiving  Party,  (c)  is  independently
developed  without reliance on the Confidential  Information,  (d) is rightfully
received by the  Receiving  Party from a third party not under an  obligation to
the Disclosing  Party; or (e) is compelled by law to be disclosed.  In the event
the Receiving Party is compelled by law to provide or disclose any  Confidential
Information,  whether by court order,  administrative  agency or otherwise,  the
Receiving  Party  shall make every  reasonable  effort to  maintain  the maximum
degree of protection for the  information  legally  possible,  and to notify the
Disclosing  Party  immediately so that the Disclosing Party may take appropriate
action in its own behalf.

8.   DISPUTES

         Any  dispute  that arises out of or relates to this  Agreement,  or the
breach thereof, which cannot be resolved through good faith negotiations between
the Parties shall be resolved as follows:

          8.1 The Parties shall submit the dispute to mediation  under the rules
of the American Arbitration  Association ("AAA"). If the dispute is not resolved
at  the  conclusion  of  mediation,  the  dispute  will  be  submitted  to a AAA
three-judge  arbitration  panel,  which will be  governed  by the United  States
Arbitration  Act.  That Act  includes the  requirement  that each party select a
judge and those judges will select the third judge that comprises the panel. The
mediation or arbitration,  as the case may be, shall be held in Ft.  Lauderdale,
Florida and the  mediation  shall be in the  English  language.  Any  resolution
reached  through  mediation,  or award arising out of  arbitration  (1) shall be
limited to a holding for or against a Party,  and affording such monetary remedy
as is deemed equitable and just within the scope of this Agreement;  (2) may not
include  special,  consequential  or punitive  damages;  (3) may in  appropriate
circumstances  include  injunctive relief; and (4) may be entered in a court and
enforced in accordance with the United States Arbitration Act.

          8.2  Arbitration  shall  not  be  deemed  a  waiver  of any  right  of
termination  under this Agreement and the arbitration  panel is not empowered to
act or grant an award other than based solely on the rights and  obligations  of
the Parties prior to termination. The arbitration panel may not limit, expand or
otherwise modify the terms of this Agreement.

          8.3 The  prevailing  Party shall be entitled to all costs incurred for
arbitration  or  litigation  plus  reasonable  attorney's  fees. In the event of
mediation,  both Parties shall equally share the costs incurred in the mediation
including the fees of the mediator.

9.   GENERAL

          9.1 This  Agreement  constitutes  the  entire  agreement  between  the
parties  and  supersedes   any  and  all  prior  written  or  oral   agreements,
representations and understandings of the parties relating to the subject matter
hereof.  Any  supplement,  modification  or  waiver  of any  provision  of  this
Agreement must be in writing and signed by an authorized  representative of both
parties.  If any differences exist between the terms of this Agreement and those
contained in a Purchase  Order,  the terms of this Agreement shall supercede and
govern.

          9.2 If any Section or provision of this  Agreement,  or any portion of
any  Section  or  provision  thereof,  shall for any  reason be held to be void,
illegal or  otherwise  unenforceable,  all other  Section  and  portions of this
Agreement  shall  nevertheless  remain in full force and effect as if such void,
illegal or  unenforceable  portion had never been included  herein.  The parties
agree that in the event such  invalid or  unenforceable  portion is an essential
part of this Agreement,  they will  immediately  re-negotiate a new provision to
replace the invalid or unenforceable one.

          9.3 If  either  party  ever  fails to  enforce  any  right  or  remedy
available to it under this  Agreement,  the failure  shall not be construed as a
waiver of any right or remedy with respect to any other breach or failure by the
other party.

          9.4 The headings in this Agreement are inserted for  convenience  only
and not intended to affect the meaning or interpretation of this Agreement.


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          9.5 This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of Florida, without giving effect to its conflicts of
law rules and provisions.  The  application of the United Nations  Convention on
Contracts  for the  International  Sale of Goods  ("CISG")  is hereby  expressly
excluded.

          9.6 This Agreement and all rights and obligations hereunder may not be
assigned by either party without the express written consent of the other party,
which consent shall not be unreasonably  withheld,  except that either party may
assign its rights and delegate its duties hereunder  without such consent in the
event that  either  party sells or  transfers  all or  substantially  all of its
assets,  or through a merger,  reorganization or purchase of stock a third party
becomes a successor  in  interest to such  business,  or  otherwise  undergoes a
change in control.  This Agreement  shall be binding upon and shall inure to the
benefit of the parties hereto, and their respective representatives,  successors
and permitted assigns.

          9.7  Notwithstanding  the expiration or termination of this Agreement,
it is agreed that those rights and obligations which by their nature and context
are intended to survive such expiration or termination shall survive,  including
without limitation the provisions relating,  confidentiality,  and the making of
all payments due hereunder for Hardware delivered.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their  duly  authorized  representatives  identified  below on the date first
written above.

ENAVIS NETWORKS, INC.                        RATEXCHANGE, INC.

By:                                          By:
   ------------------------------------         --------------------------------

Name:                                        Name:
     ----------------------------------           ------------------------------

Title:                                       Title:
      ---------------------------------            -----------------------------

Date:                                        Date:
     ----------------------------------           ------------------------------


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