AGREEMENT

         THIS AGREEMENT (the  "Agreement")  is made and entered into as of April
8, 2001, by and between RateXchange Corporation,  a Delaware corporation ("RTX")
and BL Partners LLC, a California limited liability company ("BLP").

         WHEREAS,  RTX and BLP wish to enter into this Agreement for the purpose
of  creating  a  broker-dealer  entity and to combine  each  party's  knowledge,
experience and business contacts; and

         WHEREAS,  to  accomplish  this  purpose,  RTX has formed  RMG  Partners
Corporation,  a Delaware corporation  ("RMGP"), as a wholly owned subsidiary and
has contributed to the capital thereof $300,000 cash and Two Million Two Hundred
Thousand (2,200,000) shares of RTX stock (the "RTX Capital Shares"); and

         WHEREAS,  Sanjay Lillaney  ("Lillaney") and Mark Burger  ("Burger") are
the sole members of BLP, and in  consideration  of the option herein  granted to
BLP, and pursuant to the Bylaws of RMGP (the "Bylaws"), Lillaney is the Chairman
and Chief  Executive  Officer and a member of the Board of Directors of RMGP and
Burger is the President and a member of the Board of Directors of RMGP; and

         WHEREAS, the parties now desire to enter into this Agreement to provide
for the  management  and control of RMGP and the RTX Capital Shares by Lillaney,
Burger and BLP all under the terms and conditions described below.

         NOW, THEREFORE, in consideration of the premises and for good and other
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the parties  hereto  agree as  follows:

         Section 1. BLP Option to Purchase  RMGP  Interest.  Upon BLP's  written
notice to RTX at any time after the first  anniversary  of the date hereof,  BLP
shall  have the right to  purchase  all of RTX's  interest  in RMGP  (the  "RMGP
Interest"),  except for the  portion  of the RTX  Capital  Shares  which are not
"Controlled  Shares",  as  defined  in  the  Bylaws,  and as  more  particularly
described on Schedule 1 attached  hereto and made a part  hereof,  on payment to
RTX of the purchase  price of $300,000.  Upon the purchase of the RMGP Interest,
the  Chairman of RMGP shall  forfeit the right to attain any further  Controlled
Shares.  Should  Jon  Merriman  no  longer be  Chairman  or CEO of RTX , BLP may
exercise its option within the first year.

         Section 2. Automatic BLP Purchase of RMGP Interest. Notwithstanding the
limitations  in Section 1, above,  upon the occurrence of a Change of Control as
defined in Section  9.12 of the Bylaws,  and the payment to RTX of the  purchase
price of $300,000,  BLP shall  automatically  acquire all of the RMGP  Interest,
including those RTX Capital Shares that are not Controlled Shares.

         Section 3. Registration  Rights. RTX shall seek "shelf registration" of
the RTX Capital Shares via piggyback registration upon the first public offering
of RTX shares following the date hereof.

         Section 4.  Representations  and  Warranties of BLP. BLP represents and
warrants to RTX that:

                  (a) BLP is a limited liability company duly organized, validly
existing and in good standing under the laws of the state of California, and has
the  corporate  power to own its  properties  and  assets,  and  consummate  the
transactions contemplated by this Agreement.

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                  (b) The  execution  and  delivery of this  Agreement,  and the
performance of the transactions  contemplated hereby and thereby, have been duly
authorized and approved by all necessary  corporate  action of BLP. BLP has full
corporate power to enter into and perform this Agreement,  and the  transactions
contemplated  hereby  and  thereby.  This  Agreement  constitutes  the valid and
binding agreement of BLP enforceable in accordance with its terms.

         Section 5.  Representations  and  Warranties of RTX. RTX represents and
warrants to BLP that:

                  (a) RTX is a corporation duly organized,  validly existing and
in good standing under the laws of the State of Delaware,  and has the corporate
power to own its properties and assets,  conduct its business as it is now being
conducted,  and  to  perform  all of  its  duties  and  obligations  under  this
Agreement.

                  (b) The  execution  and  delivery of this  Agreement,  and the
performance of the transactions  contemplated hereby and thereby, have been duly
authorized and approved by all necessary  corporate  action of RTX. RTX has full
corporate  power to enter into and perform this  Agreement and the  transactions
contemplated hereby and thereby.  This Agreement constitutes a valid and binding
agreement of RTX enforceable in accordance with its terms.

                  (c) RTX is the  legal  and  beneficial  owner  of and has good
title to all of the issued and outstanding  shares of RMGP (the  "Shares");  the
Shares are validly  issued,  fully paid and non assessable and are registered in
the name of RTX;  none of the  Shares is subject  to any  claim,  lien,  charge,
security interest or other encumbrance of any kind whatsoever.

         Section 6. Covenants and Further Agreements.

         6.1 Brokers and  Consultants.  RTX and BLP represent and warrant to one
another that the execution and delivery of this  Agreement and the  consummation
of the  transactions  contemplated  hereby will not give rise to any valid claim
against either for a finder's fee, brokerage commission, or other like payment.

         6.2  Reliance  Upon 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
representations  and  warranties  of the other party set forth  herein or in any
schedule, exhibit, or other document delivered pursuant hereto.

         6.3 Further Assurances. The parties hereto agree to execute and deliver
or cause to be  executed  and  delivered  at  reasonable  times and places  such
additional  instruments as the other party hereto may reasonably request for the
purpose of carrying out this Agreement.

         6.4 Indemnification.

                  (a) BLP  covenants  and agrees to indemnify  and hold harmless
RTX  from  and  against  any  loss,  claim,  liability,  obligation  or  expense
(including  reasonable  attorneys'  fees) (i)  incurred or  sustained  by RTX on
account  of any  misrepresentation  or  breach  of any  warranty,  covenant,  or
agreement of BLP contained in this Agreement or made in connection herewith, and
(ii)  incurred or sustained on account of the  non-fulfillment  by BLP of any of
the conditions or covenants of this Agreement or contemplated hereby.

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                  (b) RTX  covenants  and agrees to indemnify  and hold harmless
BLP  from  and  against  any  loss,  claim,  liability,  obligation  or  expense
(including  reasonable  attorneys'  fees) (i)  incurred or  sustained  by BLP on
account  of any  misrepresentation  or  breach  of any  warranty,  covenant,  or
agreement of RTX contained in this Agreement or made in connection herewith, and
(ii)  incurred or sustained on account of the  non-fulfillment  by RTX of any of
the conditions or covenants of this Agreement or contemplated hereby.

                  (c) If any claim is asserted  against  either  party for which
indemnification  may be sought under the  provisions of this Section,  the party
claiming indemnification shall promptly notify the other party of such claim and
thereafter  shall permit such other party at its expense to  participate  in the
negotiation  and  settlement of any such claim and to join in the defense of any
legal  action  arising  therefrom.

         6.5  Expenses.  Each  party  shall  pay its  own  expenses  and  costs,
including without  limitation  attorneys' fees , incurred in connection with the
consummation of this Agreement and the transactions contemplated hereby.

         Section 7.  Notices.  Any  notice or other  communication  required  or
permitted  hereunder  shall be  sufficiently  given if sent by  certified  mail,
postage prepaid, addressed as follows:

                  (a) If to BLP, addressed to:     BL Partners LLC
                                                   Attention: Sanjay Lillaney
                                                   350 California Street
                                                   Suite 1780
                                                   San Francisco, CA 94104

                  (b) If to RTX, addressed to:     RateXchange Corporation
                                                   Attention: Jon Merriman
                                                   185 Berry Street
                                                   Suite 3515
                                                   San Francisco, CA 94107

Any such  notice or  communication  shall be deemed to have been given as of the
date so mailed.

         Section 8. Entire Agreement.  The schedules and exhibits hereto and the
certificates  and other documents to be furnished in connection  herewith are an
integral part of this Agreement.  All  understandings and agreements between the
parties are merged into this  Agreement  which  fully and  completely  expresses
their agreements and supersedes any prior agreement or understanding relating to
the subject  matter,  and no party has made any  representations  or warranties,
express or implied,  not herein expressly set forth. This Agreement shall not be
changed or terminated except by written amendment signed by the parties hereto.

         Section 9. Attorneys' Fees. In the event of any  controversy,  claim or
dispute between the parties hereto arising out of or relating to this Agreement,
any of its  Schedules  or the breach  thereof,  the  prevailing  party  shall be
entitled to recover from the losing party reasonable  expenses,  attorneys' fees
and costs.

         Section 10. Specific  Performance;  Injunctive Relief. It is understood
and agreed that money damages  would not be sufficient  remedy for any breach of
this  Agreement  by either  party,  and that each  party  shall be  entitled  to
equitable relief,  including  injunction and specific  performance,  without the
necessity of proving  damages,  posting any bond or other security,  as a remedy
for such breach.  Such

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remedies  shall not be deemed to be the exclusive  remedies for a breach of this
Agreement,  but  shall be  cumulative  and in  addition  to all  other  remedies
available at law or in equity.

         Section  11.   Governing   Law.  This   Agreement  and  the  agreements
contemplated  hereby shall be construed in  accordance  with and governed by the
laws of the State of California.

         Section 12.  Counterparts.  This  Agreement  may be executed in several
counterparts,  each of which may be  delivered  by  facsimile,  and all of which
taken together shall constitute one instrument.

         Section 13. Severability.  If any clause,  provision or section of this
Agreement  shall be held  illegal or invalid by any  court,  the  illegality  or
invalidity  of such clause,  provision or section shall not affect the remainder
of this  Agreement  which shall be construed  and enforced as if such illegal or
invalid  clause,  provision or section had not been contained in this Agreement.
If any  agreement or  obligation  contained  in this  Agreement is held to be in
violation of law, then such  agreement or  obligation  shall be deemed to be the
agreement  or  obligation  of the  respective  party  hereto  only to the extent
permitted by law.

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         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed by their representative duly authorized officers, all as of the day and
year first above written.


                                         BL PARTNERS LLC,
                                         a California limited liability company

                                         By Asonje Management Corporation,
                                         a California corporation
                                         Its Manager

                                         By: ___________________________________
                                             Name: _____________________________
                                             Title: ____________________________


                 Subject to RateXchange Corporation Board of Directors Approval:

                                         RATEXCHANGE CORPORATION,
                                         a Delaware corporation

                                         By: ___________________________________
                                             Name: _____________________________
                                             Title: ____________________________

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                                   Schedule 1


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