EXECUTION COPY


                              EMPLOYMENT AGREEMENT
                                 (Donald Sledge)

         This Employment Agreement ("Agreement") is entered into effective as of
September 15, 1999, by and between RateXchange,  Inc., (the "Company"), a wholly
owned subsidiary of NetAmerica.com,  Inc. ("NetAmerica.com"),  and Donald Sledge
("Employee"). The Company and Employee agree as follows:

         1.  Employment.  The Company  hereby  employs  Employee,  and  Employee
accepts  such  employment,  upon the  terms  and  conditions  set  forth in this
Agreement.

         2. Position and Duties.  During  Employee's  employment  hereunder,  he
shall serve as the Company's  Chief  Executive  Officer,  and shall perform such
employment  duties as the  Company  shall  assign  to him from time to time.  In
addition,  Employee shall serve as the Chairman of the Board of Directors of the
Company,  upon his nomination and election,  or appointment,  in accordance with
the Company's by laws. Employee also agrees to serve on the NetAmerica.com Board
of  Directors  immediately  upon  appointment  by  the  Board  of  Directors  of
NetAmerica.com  ("NetAmerica  Board")  to serve the  remaining  term of a vacant
position on such Board.  Thereafter,  it is expected that the  NetAmerica  Board
will recommend to the shareholders  Employee's election at the annual meeting to
serve a full term on the Board. Upon termination of Employee's  employment,  for
whatever  reason,  Employee  agrees to  resign  immediately  from the  Boards of
Directors of the Company and NetAmerica.com.

         Employee agrees to serve the Company  faithfully and to the best of his
ability and to devote his full time,  attention  and efforts to the business and
affairs  of the  Company  during  the term of his  employment.  Employee  hereby
confirms  that he is  under no  contractual  commitments  inconsistent  with his
obligations set forth in this Agreement.  Employee agrees that,  during the term
of  this  Agreement,  he  will  not  render  or  perform  any  services  for any
corporation,  firm, entity or person, other than the Company and NetAmerica.com,
without the  written  consent of the  Company,  except  that  Employee  shall be
entitled  without  prior  written  consent  to hold  positions  on the  Board of
Directors of entities that do not compete with the Company.  Employee has, as of
the date of this  Agreement,  disclosed to the Board of Directors of the Company
the positions  Employee  currently  holds on other Boards of Directors,  and the
Company has consented to such positions.

         3. Term.  Unless  terminated  at an  earlier  date in  accordance  with
Section 5 of this Agreement,  the term of this Agreement shall be from September
15, 1999, to September 14, 2002 (the "Term").


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         4.  Compensation.  As  compensation  for all services to be rendered by
Employee  under this  Agreement,  the  Company  shall  provide to  Employee  the
following:

                  4.01 Base Salary.  The Company shall pay to Employee an annual
         base  salary  of  $300,000,   less  legally  required   deductions  and
         authorized withholdings, payable in periodic installments in accordance
         with the standard payroll  practices of the Company in effect from time
         to time.  Employee shall be eligible for annual salary  increases which
         shall be determined by the Company in its sole discretion.

                  4.02 Incentive Bonus. Employee shall be eligible for an annual
         incentive bonus ("Bonus") of up to 50% of his annual base salary,  less
         legally required or legally authorized deductions and withholdings. The
         amount of any Bonus paid to Employee  shall be based upon criteria upon
         which the Employee and the Company shall  mutually  agree,  except that
         Employee  shall be guaranteed a Bonus of $150,000 for the first year of
         the term of this  Agreement,  as  follows:  (a) 50% of such  guaranteed
         Bonus  shall  be due  upon  execution  of this  Agreement;  and (b) the
         remaining 50% of such guaranteed  Bonus shall be paid to Employee on or
         about  September  14, 2000,  provided  Employee  has remained  employed
         continuously  for  the  first  year  of the  Term,  and  has  not  been
         terminated for Cause, as defined in this  Agreement,  during that first
         year.  The amount of any Bonus  payable to Employee  for the  remaining
         years  of the Term  shall  be  determined  by the  Company  in its sole
         discretion,  based upon the eligibility criteria upon which the Company
         and Employee have agreed.

                  4.03 Equity Position.  The Company agrees to make available to
         Employee  stock  equal to 10 % of the common  shares of  Company  stock
         outstanding as of the date of execution of this Agreement.  The Company
         and  Employee  agree to work  cooperatively  to design and  implement a
         stock plan and/or other executive  compensation  arrangement as soon as
         administratively  possible to provide Employee with such Company stock,
         taking  into  account  Employee's  tax  objectives.  Employee  shall be
         entitled to receive such shares of Company stock pursuant to either:

(i)      the grant of options to acquire such  shares,  such options to be fully
(100%) vested at the time of grant, or

(ii) the issuance  and/or  transfer by the Company of shares of Company stock to
Employee, or

(iii) such other  arrangement  which is mutually agreed upon by Employee and the
Company.


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                  If the  Company  does not pursue  independent  financing,  the
         Company and Employee  intend that Employee shall  receive,  or have the
         option to acquire, stock in NetAmerica.com in an amount equal to 10% of
         the  outstanding  common  stock  of  NetAmerica.com  as of the  date of
         execution of this Agreement.  Such ownership interest in NetAmerica.com
         would be in lieu of the ownership  interest in the Company as described
         above in this Section 4.03. To that end, the Company and Employee agree
         to work  cooperatively  to structure a stock plan or other  arrangement
         which will permit,  under  certain  circumstances,  the  conversion  of
         Employee's  ownership  rights or interests in the Company to comparable
         interests  in  NetAmerica.com,   as  permitted  under  applicable  tax,
         corporate and securities laws, and taking into consideration Employee's
         tax objectives.

                  4.04  Employee  Benefits;  Automobile  Allowance.  The Company
         shall  reimburse  Employee for costs incurred by him for disability and
         life  insurance for himself,  and for health  insurance for himself and
         his dependents, and shall provide an automobile allowance, the total of
         such  reimbursed  costs and auto  allowance  not to exceed  $2,000  per
         month.  In addition,  Employee  shall be entitled to participate in all
         employee benefit plans or programs which are established by the Company
         to the extent that his position,  title,  tenure,  salary,  health, and
         other  qualifications  make him  eligible  to  participate.  Employee's
         participation  in any such  plan or  program  shall be  subject  to the
         provisions,  rules, and regulations applicable thereto, as the same may
         be  amended  from time to time.  The  Company  does not  guarantee  the
         adoption or  continuance  of any  particular  employee  benefit plan or
         program,  and nothing in this Agreement is intended to, or shall in any
         way restrict the right of the  Company,  to amend,  modify or terminate
         any of its benefits during the term of Employee's employment.

                  4.05  Entertainment   Expenses.   The  Company  shall  pay  or
         reimburse Employee for job-related entertainment expenses in the nature
         of tickets to sporting  events or similar  entertainment,  in a minimum
         amount of $5,000  annually,  and for other expenses in keeping with the
         Company's policies.

         5.       Termination.

                  5.01  Termination  Due  to  Employee's  Death  or  Disability.
         Employee's  employment  pursuant  to  this  Agreement  shall  terminate
         automatically  prior  to the  expiration  of the  Term in the  event of
         Employee's death or Disability,  as defined herein.  "Disability" shall
         mean a physical  or mental  impairment  of  Employee  which  results in
         Employee's  inability to perform one or more of the essential functions
         of  Employee's  position,  with or  without  reasonable  accommodation,
         provided   Employee  has  exhausted   Employee's   entitlement  to  any
         applicable  leave, if Employee desires to take such leave and satisfies
         all eligibility requirements for such leave.


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                  5.02   Termination  by  the  Company  for  Cause.   Employee's
         employment  pursuant to this  Agreement  shall  terminate  prior to the
         expiration  of the Term in the event that there is "Cause" to terminate
         Employee's employment, which shall be defined as any of the following:

                  (i)      Employee's  material  breach of any obligation to the
                           Company under the terms of this Agreement;

                  (ii)     Employee's  conviction,  or the  entry  of a plea  of
                           guilty or nolo  contendere by Employee,  of any crime
                           involving moral turpitude or any felony;

                  (iii)    Any acts of Employee constituting gross negligence or
                           misconduct in connection with his employment with the
                           Company,  or Employee's  breach of any fiduciary duty
                           to the Company or to NetAmerica.com; or

                  (iv)     Employee's   failure  to  carry  out  any  reasonable
                           directive  of  the  Company  or  NetAmerica.com,  any
                           conduct  by  Employee  which  is  detrimental  to the
                           Company or NetAmerica.com, or any failure by Employee
                           to comply  with any of the  policies  or  performance
                           standards   of  the   Company   or,  as   applicable,
                           NetAmerica.com.

                  The Company's  determination  that there is Cause to terminate
         Employee's  employment  shall  be  subject  to the  dispute  resolution
         procedures pursuant to Section 16 of this Agreement.

                  5.03 Termination by the Company without Cause. The Company may
         terminate Employee's  employment at any time prior to the expiration of
         the Term for any reason, including a sale, merger, or change of control
         in the ownership of the Company, and without prior notice, provided the
         Company pays to Employee the severance pay described in Section 5.05.4.

                  5.04  Termination  by  Employee.  Employee may  terminate  his
         employment  at any time  during  the term of this  Agreement  by giving
         sixty (60) days' prior written notice thereof to the Company's Board of
         Directors.  In the event of  termination by Employee under this Section
         5.04,  the Company may at its option  elect to have  Employee  cease to
         provide services  immediately,  provided that during such 60-day notice
         period  Employee  shall be  entitled  to  continue  to receive his base
         salary.


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5.05                       Effect of Termination.

5.5.1                      Survival   of   Provisions.    Notwithstanding    any
                           termination or expiration of this  Agreement,  or any
                           termination of Employee's employment with the Company
                           pursuant   to   this   Section   5,   Employee,    in
                           consideration of Employee's  employment  hereunder to
                           the date of such  termination  or  expiration,  shall
                           remain  bound  by the  provisions  of this  Agreement
                           which specifically  relate to periods,  activities or
                           obligations  upon or subsequent to the termination of
                           Employee's employment, including, but not limited to,
                           the provisions of Sections 6, 7, and 8.

                           5.5.1 Termination due to Death or Disability.  In the
                           event Employee's  employment  terminates prior to the
                           expiration   of  the  Term   due  to  his   death  or
                           Disability,  Employee  shall not be  entitled  to any
                           further  compensation  under the  provisions  of this
                           Agreement,  except for his base salary earned through
                           the  date  of  termination,  and the  portion  of any
                           annual  Incentive  Bonus under  Section  4.02 of this
                           Agreement  which  previously had been approved by the
                           Company  but was  unpaid  as of  Employee's  death or
                           Disability.  Employee  (or,  in the  event of  death,
                           Employee's  estate)  shall be entitled to such unpaid
                           portion of any approved  annual  Incentive Bonus only
                           if  Employee  (or the  authorized  representative  of
                           Employee's  estate)  signs  a  comprehensive  general
                           release  of  claims  in  a  form  acceptable  to  the
                           Company.  Payments of such approved but unpaid annual
                           Incentive   Bonus  shall  not  commence  until  after
                           Employee  (or the  authorized  representative  of his
                           estate)   signs  such  a   release,   and  after  any
                           revocation  period  referenced  in such  release  has
                           expired.    If    Employee    (or   the    authorized
                           representative  of his  Estate)  does not sign such a
                           general  release of claims,  Employee (or his estate)
                           shall not be  entitled  to receive  any  compensation
                           under the  provisions  of this  Agreement  except for
                           Employee's  base  salary  earned  through the date of
                           death or Disability.  In the case of  Disability,  if
                           Employee violates any of the provisions of Sections 7
                           or 8 of this Agreement,  the Company's obligations to
                           pay  the  unpaid  portion  of  any  approved   annual
                           Incentive  Bonus to Employee  shall cease on the date
                           of such violation.

5.05.3                     Termination  for Cause. In the event of a termination
                           for Cause under Section 5.02,  Employee  shall not be
                           entitled to receive any  further  compensation  under
                           the provisions of this Agreement, except for his base
                           salary earned through the date of termination.


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5.05.4                     Termination   without   Cause.   In  the   event   of
                           termination   without   Cause  under   Section  5.03,
                           Employee   shall  be   entitled  to   severance   pay
                           consisting   of  the   following:   (1)  base  salary
                           continuation  for 12  months  following  the  date of
                           termination,  at the  rate in  effect  at the time of
                           termination,  which  shall  be paid on the  Company's
                           regular  paydays;  and  (2) a  lump  sum  payment  of
                           $150,000.  Employee  shall  only be  entitled  to the
                           foregoing   severance   pay  if   Employee   signs  a
                           comprehensive  general  release  of  claims in a form
                           acceptable to the Company.  Employee's  severance pay
                           shall  not  commence  until the  first  payday  after
                           Employee   signs  such  a  release,   and  after  any
                           revocation  period  referenced  in such  release  has
                           expired.  If  Employee  does not sign  such a general
                           release of claims,  Employee shall not be entitled to
                           receive any compensation under the provisions of this
                           Agreement  except for his base salary earned  through
                           the date of termination.  If Employee violates any of
                           the provisions of Sections 7 or 8 of this  Agreement,
                           the  Company's  obligations  to pay  severance pay to
                           Employee shall cease on the date of such violation.

5.05.5                     Termination  Occasioned  by  Employee.  In the  event
                           Employee  terminates  his  employment  under  Section
                           5.04,  Employee  shall not be entitled to receive any
                           further  compensation  under the  provisions  of this
                           Agreement,  except for his base salary earned through
                           the date of termination.

         6. Return of Proprietary Property. Employee agrees that all property in
Employee's  possession  that he  obtains  or is  assigned  in the  course of his
employment  with the Company,  including,  without  limitation,  all  documents,
reports, manuals,  memoranda,  customer lists, credit cards, keys, access cards,
and all other  property  relating in any way to the business of the Company,  is
the exclusive property of the Company,  even if Employee authored,  created,  or
assisted in authoring or creating such  property.  Employee  shall return to the
Company all such property  immediately upon termination of employment or at such
earlier time as the Company may request.

         7.  Confidential  Information.  Except as  permitted or directed by the
Company's  Board of  Directors,  during the time  Employee  is  employed  by the
Company or at any time thereafter,  Employee shall not divulge, furnish, or make
accessible to anyone or use in any way (other than in the ordinary course of the
business of the Company) any confidential or secret  information or knowledge of
the Company, whether developed by himself or by others. Such confidential and/or
secret  information  encompassed by this Section 7 includes,  but is not limited
to, the Company's  customer and supplier lists,  business plans,  and financial,
marketing,  and personnel information.  Employee agrees to refrain from any acts
or omissions that would reduce the value of any confidential or secret knowledge
or information to the Company,  both during his employment  hereunder and at any
time  after  the  termination  of  his  employment.  Employee's  obligations  of
confidentiality  under  this  Section  7 shall  not  apply to any  knowledge  or
information  that  is  now  published  publicly  or  that  subsequently  becomes
generally  publicly known, other than as a direct or indirect result of a breach
of this Agreement by Employee.

         8.       Patent and Related Matters.

                    8.01 Disclosure and Assignment.  Employee agrees to promptly
         disclose in writing to the Company complete information concerning each
         and every invention, discovery,  improvement,  device, design, process,
         or product  made,  developed,  perfected,  devised,  conceived or first
         reduced to practice by Employee, either solely or in collaboration with
         others,  during Employee's term of employment by the Company, or within
         six months thereafter, relating to the business, products, practices or
         techniques of the Company (hereinafter  referred to as "Developments").
         Employee,  to the extent  that  Employee  has the legal right to do so,
         hereby  acknowledges  that  any and all of  said  Developments  are the
         property of the Company and hereby  assigns and agrees to assign to the
         Company any and all of Employee's  right,  title and interest in and to
         any and all of such Developments.

                    8.02  Limitation  The provisions of this Section 8 shall not
         apply to any Development meeting the following conditions:

         (i)        such  Development  was developed  entirely on Employee's own
                    time; and

         (ii)       such  Development  was made  without  the use of any Company
                    equipment, supplies, facilities or trade secret information;
                    and

         (iii)      such  Development  does not relate at the time of conception
                    or  reduction  to  practice  to (a) to the  business  of the
                    Company,  or (b) to the  Company's  actual  or  demonstrably
                    anticipated research or development; and

         (iv)  such  Development  does not  result  from any work  performed  by
Employee for the Company.

                    8.03  Assistance  of  Employee.  Upon  request  and  without
         further  compensation  therefor,  but at no  expense to  Employee,  and
         whether  during the term of  Employee's  employment  by the  Company or
         thereafter,  Employee  will  do all  lawful  acts,  including,  but not
         limited to, the execution of papers and the giving of  testimony,  that
         in the opinion of the  Company,  its  successors  and  assigns,  may be
         necessary or desirable in obtaining,  sustaining,  reissuing, extending
         or  enforcing  Letters  Patent,  and  for  perfecting,   affirming  and
         recording the Company's  complete  ownership and title thereto,  and to
         cooperate otherwise in all proceedings and matters relating thereto.

         9. Confidentiality of this Agreement. Employee agrees to keep the terms
of this  Agreement  confidential,  and not to  disclose  such terms to any other
RateXchange,  Inc. or NetAmerica.com  employee, other than authorized members of
the respective Boards of Directors of the Company and RateXchange, Inc.


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         10.  Assignment.  The rights and  obligations of the Company under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and assigns of the Company. Employee may not assign this Agreement or any rights
hereunder. Any purported or attempted assignment or transfer by Employee of this
Agreement  or  any  of  Employee's  duties,  responsibilities,   or  obligations
hereunder shall be void.

         11.  Governing Law,  Construction and  Severability.  This Agreement is
made under and shall be governed by and construed in accordance with the laws of
the State of  California.  In the  event any  provision  of this  Agreement  (or
portion  thereof)  shall  be  held  illegal  or  invalid  for any  reason,  said
illegality or invalidity  will not in any way affect the legality or validity of
any other provision (or portion thereof) of this Agreement.

         12. Company Remedies.  Employee acknowledges that the remedy at law for
any breach of any of the provisions of Sections 6 or 7 will be  inadequate,  and
that the  Company  shall be  entitled,  in  addition  to any remedy at law or in
equity, to preliminary and permanent injunctive relief and specific performance.

         13. Entire  Agreement.  This  Agreement  contains the entire  agreement
between the Company and Employee  with respect to his  employment by the Company
and there are no undertakings, covenants, or commitments other than as set forth
herein.  This  Agreement  may not be  altered  or  amended,  except by a writing
executed  by the  party  against  whom such  alteration  or  amendment  is to be
enforced. This Agreement supersedes, terminates, replaces, and supplants any and
all prior  understandings or agreements  between the parties relating in any way
to the hiring or  employment  of  Employee  by the  Company,  including  but not
limited to, the offer  letter from the Company to Employee  dated  September  8,
1999.

         14. Counterparts.  This Agreement may be simultaneously executed in any
number of counterparts, and such counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.

         15. Waivers. No failure on the part of either party to exercise, and no
delay in  exercising,  any right or remedy  hereunder  shall operate as a waiver
thereof;  nor  shall  any  single  or  partial  exercise  of any right or remedy
hereunder preclude any other or further exercise thereof, or the exercise of any
other right or remedy  granted  hereby or by any related  document or by law. No
single or  partial  waiver of rights or  remedies  hereunder,  nor any course of
conduct of the parties,  shall be construed as a waiver of rights or remedies by
either party (other than as expressly and specifically waived).

<PAGE>

         16. Dispute Resolution.  Any controversy,  claim or dispute of whatever
nature  arising out of or relating to this  Agreement or Employee's  employment,
including but not limited to  discrimination  claims,  whether such controversy,
claim or dispute is based on statute,  contract,  tort, common law or otherwise,
and whether such controversy,  claim or dispute existed prior to or arises after
the date of this  Agreement  (any such  controversy,  claim or  dispute  being a
"Dispute"),  shall be resolved in accordance  with the  procedures  set forth in
this Section 16, which procedures shall be the sole and exclusive procedures for
the resolution of any Disputes (except as otherwise provided in Section 12).

                    All  Disputes  shall  be  resolved  by  arbitration  in  San
Francisco,  California,  in  accordance  with the then current  Non-Administered
International  Arbitration  Rules &  Commentary  of the CPR  Institute by a sole
arbitrator  who has had both training and experience as an arbitrator of general
corporate,  commercial  and  employment  matters and who is and for at least ten
years has been a partner,  shareholder  or member in a law firm.  If the Company
and  Employee  cannot  agree  on an  arbitrator,  then the  arbitrator  shall be
selected by the President of the CPR  Institute in accordance  with the criteria
set forth in the preceding  sentence.  The arbitrator may decide any issue as to
whether, or as to the extent to which, any Dispute is subject to the arbitration
and other Dispute resolution provisions in this Agreement.  The arbitrator must:
(i) base and  render his or her award on the  provisions  of this  Agreement  or
applicable  law and  (ii)  render  his or her  award  in  writing  including  an
explanation  of the reasons for such award and the  provisions of this Agreement
supporting such award. Judgment upon the award rendered by the arbitrator may be
entered by any court having  jurisdiction  thereof.  The statute of  limitations
applicable to the  commencement of a lawsuit shall apply to the  commencement of
an arbitration under this subsection.  The Employee acknowledges and agrees that
the Employee has been given the  opportunity  to negotiate  this  provision.  No
exercise  of any  rights  under  this  Section  16 shall  limit the right of the
Company or the  Employee  pursuant to this  Agreement  to commence  any judicial
proceeding to obtain injunctive relief.  Reasonable attorney's fees and expenses
of  arbitration  incurred  in any  Dispute  relating  to the  interpretation  or
enforcement  of this  Agreement  shall be paid by the  prevailing  party in such
Dispute.

17. Notices. All notices,  requests,  demands, consents, or other communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed to have been duly given if delivered by overnight courier or express mail
service or by postage  prepaid  registered  or certified  mail,  return  receipt
requested  (the return receipt  constituting  prima facie evidence the giving of
such notice request, demand or other communication), by personal delivery, or by
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fax with confirmation of receipt and a copy mailed with postage prepaid,  to the
following  address or such other address of which a party may subsequently  give
notice to the other  parties.  Notice is  effective  immediately  if by personal
delivery or by fax with  confirmation  received  and a copy mailed the same day.
Notice sent by overnight courier or by registered or certified mail is effective
the  earlier  of actual  receipt  or the  fifth  date  after the date  mailed as
evidenced by the sender's certified or registered receipt.

                           To the Company:      Rate Xchange, Inc.
                         450 Sansome Street, Suite 1550
                         San Francisco, California 94111
                             Attn: Mr. Ross Mayfield

                           To Employee:         Mr. Donald Sledge
                                                ==============================

18.  Attorneys  Fees.  Should any party hereto retain counsel for the purpose of
enforcing, or preventing the breach of, any provision hereof including,  but not
limited to, the institution of any action or proceeding, whether by arbitration,
judicial or quasi-judicial action or otherwise, to enforce any provision hereof,
or for  damages  for  any  alleged  breach  of any  provision  hereof,  or for a
declaration of such party's rights or  obligations  hereunder,  then whether the
matter is settled by negotiation,  or by arbitration or judicial  determination,
the prevailing  party shall be entitled to be reimbursed by the losing party for
all  costs  and  expenses  incurred  thereby,  including,  but not  limited  to,
reasonable attorney's fees for the services rendered to such prevailing party.

         IN WITNESS WHEREOF, the parties have signed this Agreement.


         Rate Xchange, Inc.

         Dated:_________________________________
         By: Ross Mayfield
         Its: President



         Signed:_________________________________
                 Donald Sledge
         Dated:__________________________________


         NetAmerica.com, Inc.
         Dated:__________________________________
         By: Edward Mooney
         Its:_____________________________________