STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE  AGREEMENT (this  "Agreement"),  is made as of April 9,
2002 between RATEXCHANGE  CORPORATION,  a Delaware  corporation  ("Seller"),  BL
PARTNERS  LLC, a California  limited  liability  company  ("Purchaser")  and RMG
PARTNERS  CORPORATION,  a Delaware  corporation  ("RMGP"),  under the  following
circumstances:

A. Seller is the  beneficial  and record  owner of One Hundred  (100)  shares of
Common Stock of RMGP (the "RMGP Shares").

B. Pursuant to that certain  Agreement  dated as of April 8, 2001 between Seller
and Purchaser (the "Option  Agreement"),  (1) RMGP was capitalized with $300,000
in cash and Two Million Two Hundred Thousand  (2,200,000) shares of Common Stock
issued by Seller (the "RTX  Capital  Shares") and (2)  Purchaser  was granted an
option to purchase all of Seller's  interest in RMGP,  including the RMGP Shares
(the "RMGP Purchase Option").

C. Under  Section 1 of the Option  Agreement  and Article IX of the RMGP bylaws,
the RMGP Purchase Option does not extend to the RTX Capital Shares which are not
"Controlled Shares", as defined in the RMGP bylaws.

D. Pursuant to a letter  addressed to Seller dated February 19, 2002,  Purchaser
has given notice of its intent to exercise the RMGP Purchase Option.

E. Schedule 1 attached  hereto sets forth the  determination  of the  Controlled
Shares as of the date of this Agreement in accordance with the Option  Agreement
and the RMGP bylaws.  The parties have agreed that in accordance with the Option
Agreement and Article IX of the RMGP bylaws,  immediately before the transfer of
the RMGP Shares to Purchaser  pursuant to the RMGP Purchase  Option,  RMGP shall
transfer to Seller 1,050,124 shares of Common Stock of Seller,  constituting the
RTX Capital Shares which are not Controlled Shares (the "Unvested RTX Shares").

F. The parties wish to confirm their  agreement with respect to the purchase and
sale of the RMGP Shares,  the  transfer of the Unvested RTX Shares,  and certain
related matters.

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Transfer of Unvested RTX Shares.

          (a)  Transfer  of Shares.  Upon the  execution  and  delivery  of this
Agreement,  RMGP shall transfer the Unvested RTX Shares to Seller, by delivering
to Seller  stock  certificate(s)  representing  the  Unvested  RTX Shares,  duly
endorsed for transfer to Seller or accompanied  by an executed stock  assignment
separate from certificate.


                                       1
<PAGE>

          (b)  Certificate For Controlled  Shares.  To the extent that the stock
certificate(s) described in Section 1(a) immediately above represent RTX Capital
Shares in excess of the Unvested  RTX Shares,  Seller shall upon receipt of such
stock  certificate(s)  and the stock assignment  described in Section 1(a) above
deliver to RMGP a stock  certificate  representing  such RTX  Capital  Shares in
excess of the Unvested RTX Shares.

     2.  Section  83.  The fair  market  value of the RMGP  Shares is  $472,481,
including the fair market value of the Controlled Shares, which is $172,481. For
purposes of Internal  Revenue Code Section 83, the bargain  element is $172,481,
which Seller shall claim as a deduction and  Purchaser  shall include as income.
Schedule 2 attached  hereto  sets forth true and  correct  copies of the balance
sheet of RMGP as of the date of this Agreement, and the income statement of RMGP
for the period from January 1, 2002 to April 8, 2002. Such financial  statements
have been prepared in accordance with generally accepted accounting  principles,
and  fairly  present  the  financial  position  of RMGP  as of the  date of this
Agreement, and the results of its operations for the period from January 1, 2002
to April 8, 2002.

     3. Registration Rights.

          (a)  Registration.  Seller shall register with the SEC the RTX Capital
Shares via piggyback  registration  upon the next  registration  of  RateXchange
securities following the date hereof.

          (b)  Expenses.  All expenses  other than  underwriting  discounts  and
commissions incurred in connection with registrations, filings or qualifications
pursuant to this Section 3,  including  without  limitation,  all  registration,
filing and  qualification  fees,  printers' and  accounting  fees,  and fees and
disbursements of counsel for Seller shall be borne by Seller.

          (c)  Seller's  Obligations.  Whenever  Seller is  required  under this
Section  3  to  register  any  of  the  Controlled  Shares,   Seller  shall,  as
expeditiously as reasonably possible:

               (i) prepare and file with the Securities and Exchange  Commission
(the "SEC") a registration  statement with respect to such Controlled Shares and
cause such registration statement to become effective,  and, upon the request of
Purchaser,  keep such registration statement effective for a period of up to one
hundred  twenty (120)  successive  days or, if earlier,  until the  distribution
contemplated in such registration statement has been completed;

               (ii)  prepare  and  file  with  the  SEC  such   amendments   and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions  of the  Securities  Act of 1933  (the  "Act")  with  respect  to the
disposition of all securities covered by such registration statement;


                                       2
<PAGE>

               (iii)   furnish  to  Purchaser   such  numbers  of  copies  of  a
prospectus,   including  a  preliminary  prospectus,   in  conformity  with  the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of the Controlled Shares;

               (iv) register and qualify the Controlled  Shares under such other
securities  or Blue Sky laws of such  jurisdictions  as  shall be  requested  by
Purchaser;

               (v) in the event of any underwritten public offering,  enter into
and  perform  its  obligations  under an  underwriting  agreement,  in usual and
customary form, with the managing underwriter of such offering;

               (vi)  notify  Purchaser  at any time when a  prospectus  relating
thereto is required to be delivered  under the Act of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing;

               (vii) cause all of the Controlled Shares  registered  pursuant to
this  Section  3 to be  listed  on each  securities  exchange  on which  similar
securities issued by Seller are then listed; and

               (viii)  provide a transfer agent and registrar for all Controlled
Shares registered  pursuant hereunder and a CUSIP number for all such Controlled
Shares, in each case not later than the effective date of such registration.

          (d)  Indemnification.  If any  Controlled  Shares  are  included  in a
registration  statement pursuant to this Section 3, then to the extent permitted
by law,  Seller  will  indemnify  and hold  harmless  Purchaser,  the  officers,
directors and members of Purchaser, legal counsel and accountants for Purchaser,
any underwriter (as defined in the Act) for Purchaser,  and each person, if any,
who  controls  Purchaser  or  underwriter  within the  meaning of the Act or the
Securities  Exchange Act of 1934 (the "1934 Act"),  against any losses,  claims,
damages or liabilities (joint or several) to which they may become subject under
the Act,  the 1934 Act or any state  securities  laws,  insofar as such  losses,
claims,  damages, or liabilities (or actions in respect thereof) arise out of or
are based upon any of the following statements, omissions or violations: (i) any
untrue  statement or alleged  untrue  statement of a material fact  contained in
such  registration  statement,  including  any  preliminary  prospectus or final
prospectus contained therein or any amendments or supplements thereto,  (ii) the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein,  or necessary to make the statements therein not misleading,  or
(iii) any violation or alleged violation by Seller of the Act, the 1934 Act, any
state securities laws or any rule or regulation  promulgated  under the Act, the
1934 Act or any state securities  laws; and Seller will reimburse  Purchaser and
each such officer,  director,  member, underwriter or controlling person for any
legal  or  other  expenses  reasonably  incurred  by  them  in  connection  with
investigating or defending any such loss, claim, damage, liability or action.


                                       3
<PAGE>

          (e) Assignment.  The rights to cause Seller to register the Controlled
Shares pursuant to this Section 3 may be assigned to one or more  transferees or
assignees of the Controlled Shares.

     4. Purchase and Sale of the RMGP Shares.

          (a) Transfer.  Upon the terms and subject to the conditions herein set
forth,  Seller  hereby  sells and  delivers  the RMGP Shares to  Purchaser,  and
Purchaser hereby purchases the RMGP Shares from Seller,  for a purchase price of
Three Thousand Dollars ($3,000.00) per share, or a total purchase price of Three
Hundred Thousand Dollars ($300,000.00) (the "Purchase Price"), free and clear of
all liens, claims, pledges, charges, restrictions and encumbrances of any nature
whatsoever. The closing of the sale and purchase of the RMGP Shares contemplated
hereby shall take place upon the execution and delivery of this Agreement.

          (b)  Stock  Certificates.  Upon the  execution  and  delivery  of this
Agreement, Seller shall deliver to Purchaser the certificate or certificates for
the RMGP Shares,  duly endorsed for transfer to Purchaser or  accompanied  by an
executed  Stock  Assignment  Separate  From  Certificate  with  respect  to such
certificate(s).

          (c) Purchase Price. Upon the execution and delivery of this Agreement,
Purchaser  shall  deliver to Seller a cashier's  check  payable to Seller in the
amount of the Purchase Price.

          (d)  Corporate  Records.  Upon  the  execution  and  delivery  of this
Agreement,  Seller shall deliver to Purchaser the minute book, stock book, stock
ledger, corporate seal, and other corporate books and records of RMGP.

          (e) Resignation  and Release.  Upon the execution and delivery of this
Agreement,  Seller shall deliver the written resignation of D. Jonathan Merriman
as director of RMGP.

     5. Representations and Warranties of Seller. Seller represents and warrants
to Purchaser as follows:

          (a) Title to RMGP  Shares.  Seller is the owner,  beneficially  and of
record, of all of the RMGP Shares, which represent all of the outstanding shares
of capital  stock of RMGP.  Seller owns all of the RMGP Shares free and clear of
all liens,  encumbrances,  security  agreements,  options,  claims,  charges and
restrictions. Seller has full power and authority to transfer the RMGP Shares to
Purchaser  without the consent of any other  person.  Upon  delivery of the RMGP
shares to Purchaser pursuant to this Agreement,  Purchaser will receive good and
marketable title thereto, free and clear of all liens, claims,  encumbrances and
equities  whatsoever.  Following such transfer,  Seller will not own any further
interest in or to the stock or other securities of RMGP.

          (b) No Conflict.  The execution of this Agreement and the consummation
of the  transactions  contemplated  hereby  will not result in the breach of any
term or


                                       4
<PAGE>

provision  of,  or  constitute  a  default  under,   any  contract,   agreement,
instrument,  understanding,  judgment or decree to which Seller is a party or by
which Seller is bound.

          (c) No Undisclosed Liabilities.  Seller has incurred no liabilities or
obligations  for which RMGP may be obligated and which are  attributable to acts
and/or actions by Seller except as disclosed to and approved by Purchaser.

          (d) Status of RMGP Shares. The RMGP Shares are duly and validly issued
by RMGP, and are fully paid and non-assessable.

          (e) No Other Interest.  The RMGP Shares  represent the entire interest
of Seller in RMGP,  and RMGP does not owe any debt,  liability or  obligation to
Seller or any officer, director, subsidiary, or affiliate of Seller.

          (f) No Misstatements. No representation or warrant by Seller contained
in this Agreement and no document or certificate furnished or to be furnished to
Purchaser  by  Seller  in  connection   herewith,   or  with  the   transactions
contemplated hereby,  contains an untrue statement of material fact, or omits to
state a material fact necessary to make the statements of fact contained  herein
or therein not misleading.

     6.  Representations,  Warranties  and  Agreements of  Purchaser.  Purchaser
represents and warrants to and agrees with Seller as follows:

          (a)  Authority.  Purchaser has the full right,  power and authority to
enter into and perform its  obligations  under this Agreement and to acquire the
RMGP Shares, and this Agreement has been duly authorized, executed and delivered
by Purchaser  and  constitutes  the valid and binding  obligation  of Purchaser,
enforceable   against  it  in  accordance   with  its  terms,   except  as  such
enforceability may be limited by applicable bankruptcy,  insolvency, moratorium,
reorganization  or similar laws  affecting  creditors'  rights  generally and by
general equitable principles.

          (b) Restricted Securities. Purchaser understands and acknowledges that
(i) the RMGP Shares are restricted  securities (as defined under  Securities and
Exchange  Commission  Rule  144)  and may  not be  offered,  sold  or  otherwise
transferred  unless and until registered under the Securities Act or pursuant to
an  exemption  from  the   registration   requirements   thereof  and  (ii)  the
certificates  representing  the RMGP Shares will bear a legend  substantially in
the following form:

                    THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN
                    REGISTERED  UNDER THE SECURITIES ACT OF 1933,
                    AS  AMENDED  (THE   "SECURITIES   ACT"),   OR
                    APPLICABLE  STATE SECURITIES LAWS AND MAY NOT
                    BE OFFERED FOR SALE, SOLD, PLEDGED,  ASSIGNED
                    OR OTHERWISE  DISPOSED OF, AND NO TRANSFER OF
                    THE SECURITIES MAY BE EFFECTED BY THE COMPANY
                    OR ITS TRANSFER AGENT, IN THE ABSENCE OF SUCH
                    REGISTRATION OR ANY EXEMPTION THEREFROM.


                                       5
<PAGE>

     7.  Termination of Agreements.  Effective as of the date of this Agreement,
all agreements and understandings between Seller, on the one hand, and Purchaser
and/or  RMGP,  on the other  hand,  whether  oral or  written  (other  than this
Agreement),  are hereby  terminated,  including  without  limitation all revenue
sharing, expense sharing, and consulting agreements.

     8. Indemnification.

          (a) By Seller. Seller shall indemnify Purchaser and its affiliates and
subsidiaries,  and  each of their  respective  directors,  officers,  employees,
members and agents (each a "Purchaser Indemnified Person") and hold each of them
harmless  from  and in  respect  of any and all  losses,  damages,  liabilities,
reasonable expenses  (including,  without limitation,  expenses of investigation
and defense  and fees and  disbursements  of  counsel),  claims,  liens or other
obligations  of any nature  whatsoever,  including  the cost of  enforcing  this
provision  (collectively,  "Losses"),  that  may be  incurred  by any  Purchaser
Indemnified  Person  directly or indirectly  by virtue of or resulting  from the
inaccuracy  of any  representation  or the breach of any  warranty,  covenant or
agreement  made by Seller in this Agreement or in any  certificate,  document or
instrument delivered by Seller to Purchaser in connection with this Agreement.

          (b) By Purchaser.  Purchaser  shall  indemnify  Seller and each of its
agents (each a "Seller Indemnified  Person") and hold each of them harmless from
and in  respect  of any  and all  Losses  that  may be  incurred  by any  Seller
Indemnified  Person  directly or indirectly  by virtue of or resulting  from the
inaccuracy  of any  representation  or the breach of any  warranty,  covenant or
agreement made by Purchaser in this Agreement or in any certificate, document or
instrument  delivered by Purchaser to Seller (or to any agent or  representative
of Seller) in connection with this Agreement.

     9.  Closing.   The  execution  and  delivery  of  this  Agreement  and  the
consummation of the  transactions  contemplated by this Agreement shall occur at
the offices of Purchaser at 2 p.m. on the date of this Agreement.

     10. Submission to Jurisdiction; Service of Process; Governing Law.

          (a)  Jurisdiction  and Venue.  The  parties to this  Agreement  hereby
irrevocably  submit to the jurisdiction of any Federal or State court located in
the City and  County  of San  Francisco,  California  over any  suit,  action or
proceeding  arising  out of or relating to this  Agreement.  The parties  hereby
irrevocably  waive,  to the fullest  extent  permitted  by  applicable  law, any
objection  which  they may now or  hereafter  have to the laying of venue of any
such suit, action or proceeding brought in such court.

          (b) Service of  Process.  Service of process may be made in any manner
permitted by law.

          (c) Governing  Law.  This  Agreement  and the  transactions  described
herein  shall be governed by and  construed in  accordance  with the laws of the
State of California, without regard to choice-of-law provisions.


                                       6
<PAGE>

     11.  Notices.  All  notices,  requests,  demands  and other  communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed  to  have  been  duly  given,  made  and  received  only  when  delivered
(personally,  by facsimile,  by courier  service or by other  messenger) or when
deposited in the United States mails, registered or certified,  postage prepaid,
return receipt requested, addressed as set forth below:

         If to Purchaser:

         BL Partners,  LLC
         350 California Street, Suite 1780
         San Francisco, CA  94104
         Attention:  Sanjay Lillaney, Ph.D., Chief Executive Officer
         Telephone: (415) 544-4214
         Facsimile: (415) 434-4199

         If to Seller:

         RateXchange Corporation
         100 Pine Street, Suite 500
         San Francisco, CA 94111
         Attention: Jon Merriman and Christopher Aguilar
         Telephone: (415) 274-5650
         Facsimile: (415) 274-5651

     12. Miscellaneous.

          (a) Successors and Assigns.  This Agreement  shall be binding upon and
shall  inure to the benefit of the parties  hereto and their  respective  heirs,
personal representatives, successors and assigns.

          (b)  Severability.  If any  part  of  this  Agreement  is  held  to be
unenforceable  or invalid under,  or in conflict with, the applicable law of any
jurisdiction,  the  unenforceable,  invalid or  conflicting  part shall,  to the
extent  permitted  by  applicable  law, be narrowed or  replaced,  to the extent
possible,  with a judicial  construction in such  jurisdiction  that effects the
intent of the parties regarding this Agreement and such  unenforceable,  invalid
or conflicting part. To the extent permitted by applicable law,  notwithstanding
the unenforceability,  invalidity or conflict with applicable law or any part of
this Agreement,  the remaining parts shall be valid,  enforceable and binding on
the parties.

          (c)  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which  shall be deemed to be an  original  as against any
party  whose  signature  appears  thereon,  and  all  of  which  shall  together
constitute one and the same instrument. This Agreement shall become binding when
one or more counterparts hereof,


                                       7
<PAGE>

individually or taken together,  shall bear the signatures of all of the parties
reflected hereon as the signatories.

          (d) Entire Agreement. This Agreement contains the entire understanding
between  the parties  hereto with  respect to the  subject  matter  hereof,  and
supersedes  all  prior  and   contemporaneous   agreements  and  understandings,
inducements or conditions, express or implied, oral or written, except as herein
contained,  except  that the  Option  Agreement  shall  stand  alone  and not be
modified by this Agreement.  This Agreement may not be modified or amended other
than by an agreement in writing.

          (e)  Further  Assurances.  If,  at any time  after the  execution  and
delivery of this  Agreement,  Purchaser  shall  consider or be advised  that any
assignments,  assurances or any other similar actions or things are necessary or
desirable to vest,  perfect or confirm of record or  otherwise in Purchaser  its
rights,  title or interest in, to or under any of the Shares,  Seller shall take
such  actions as may be  reasonably  necessary or desirable to vest in Purchaser
and to perfect or confirm in respect of Purchaser  any and all right,  title and
interest in, to and under such Shares.

          (f)  Expenses.  Seller  and  Purchaser  shall pay their own  expenses,
including the fees and expenses of their respective counsel (if any) incurred by
them in connection  with the sale and delivery of the Shares and the  execution,
delivery and performance of this Agreement.

          (g)  Reliance  On and  Survival  of  Representations  and  Warranties.
Notwithstanding  any  investigation  at any time conducted by any of the parties
hereto,   each  of  the  parties  hereto  shall  be  entitled  to  rely  on  the
representation  and  warranties  of  the  other  party  set  forth  herein.  All
representations  and warranties  set forth in this  Agreement  shall survive the
execution and delivery of this Agreement.

          (h) Headings.  The headings of the  paragraphs  of this  Agreement are
included for purposes of convenience only, and shall not affect the construction
or interpretation of any of its provisions.


                                       8
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first written above.

RATEXCHANGE CORPORATION                 BL PARTNERS LLC
a Delaware corporation                  a California limited liability company

By:  __________________________         By:  RMG Holdings Corporation
                                             a California corporation
                                             Its Manger
Title:  _______________________
                                             By:  ____________________________
                                                   Sanjay Lillaney, President
RMG PARTNERS CORPORATION
a Delaware corporation
                                             By:  ____________________________
                                                   Mark Burger, Secretary
By:  __________________________

Title:  _______________________


                                       9
<PAGE>

                                LIST OF SCHEDULES

Schedule       Description
--------       -----------

    1          Determination of Controlled Shares

    2          Financial Statements of RMGP

<PAGE>

                                   TRANSFER OF

                            RMG PARTNERS CORPORATION

                                       TO

                                BL PARTNERS, LLC

                                  CLOSING LIST

 No.     Agreement         Description
 ---      Section          -----------
          -------

 1         1(a)         Certificate for Unvested RTX Shares and Stock Assignment

 2         1(b)         Certificate for the Controlled Shares

 3         4(b)         Certificate for RMGP Shares and Stock Assignment

 4         4(c)         Cashier's check for $300,000

 5         4(d)         Minute book, stock book, stock ledger, corporate seal
                        and other corporate books and records of RMGP

 6         4(e)         Resignation of D. Jonathan Merriman