EXHIBIT 10.2


TELECITY FACILITIES MANAGEMENT AGREEMENT
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BETWEEN:

(1)      TELECITY UK LIMITED of Williams House,  Manchester  Science Park, Lloyd
         Street North, Manchester M15 6SE ("TeleCity"); and

(2)      RATE  EXCHANGE  CORPORATION.,  of 185 Berry  Street,  Suite  3515,  San
         Francisco, CA 94107 ("Customer").

BACKGROUND:
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(A)      TeleCity  operates  facilities  for  customers  to locate  and  operate
         computing, networking and telecommunications equipment.

(B)      The  Customer  wishes to place its  equipment  in such  facilities  and
         TeleCity wishes to supply such facilities to the Customer.

TERMS AGREED:
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The parties  agree that the  Equipment  shall be placed at and operated from the
Property and TeleCity  shall provide the Services on TeleCity's  Standard  Terms
and Conditions set out overleaf.

The  Customer  acknowledges  that this  agreement  and  pricing  terms have been
determined  on the basis of the  exclusions  from the  limitations  of liability
contained in this agreement (and in particular clause 10).

TeleCity                                    The Customer

Signature /s/ James R. E. Coley             Signature /s/ Paul A. Wescott, Jr.
          ---------------------------                ---------------------------
Name         James R. E. Coley              Name          Paul A Wescott, Jr.
          ---------------------------                ---------------------------
Position     Secretary                      Position      EVP/COO
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Date         11-7-00                        Date          July 7, 2000
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                   FACILITIES MANAGEMENT TERMS AND CONDITIONS

1        Definition

1.1    In this  Agreement  unless the context  otherwise  requires the following
       words and expressions shall have the following meanings:

       "Additional Equipment"
       any  equipment  other that the Equipment in respect of which the Customer
       wishes the provisions of this Agreement to apply (as agreed with TeleCity
       from time to time in writing);

       "Additional Services"
       services other than the Basic  Services which TeleCity  agrees to provide
       to  the  Customer  (as  specifically  set  out in the  Schedule  to  this
       Agreement or any later Appendix);

       "Annual Fee"
       TeleCity's yearly fee for providing the Basic Services and the Additional
       Services as set out in the Schedule and/or any later Appendix;

       "Appendix"
       any  addition to the  Schedule  agreed  between the parties  from time to
       time;

       "Basic Services"
       the services described as such in the Schedule;

       "Client"
       any third party who retains, maintains, operates or uses the Equipment;

       "Commencement Date"
       the date on which this Agreement shall take effect either as specified in
       the Schedule or upon actual  commencement  of any provision of any of the
       Services (whichever is the earlier);

       "Equipment"
       any equipment  owned or used by the Customer  and/or its Clients which is
       kept at the  Location  from time to time  during the Term  (which for the
       avoidance of doubt  includes  without  limitation  any  software,  wires,
       cables and peripherals used in conjunction with the same);

       "Force Majeure"
       any event beyond the reasonable  control of either party  including,  but
       not limited  to,  fires,  strikes or  lock-outs,  insurrection  or riots,
       delays  in  transportation,  inability  to  obtain  supplies,  suppliers'
       failure,  the act or  omissions  of  third  parties  (including,  without
       limitation,  other  customers  or the clients)  and the  requirements  or
       regulations of any civil or military authority;


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       "Initial Period"
       unless otherwise  specified in the Schedule,  a period of 5 years running
       from the Commencement Date;

       "Location"
       the designated area(s) at the Properties where the Equipment will be kept
       during this  Agreement (as varied from time to time by notice in writing)
       as more particularly shown or described in the Schedule;

       "Property"
       the address(es) detailed in the Schedule (or such other address(es) as is
       reasonably notified to the Customer from time to time);

       "Schedule"
       the schedule to this Agreement as added to or varied by any appendix;

       "Services"
       the Basic Services and the Additional Services;

       "Set-Up Fee"
       any fee payable in  relation  to the  installation  of  Equipment  or the
       preparation of the Location at the Property;

       "Set-Up Quote"
       the  detailed  description  and fee  quote  to be  prepared  by  TeleCity
       relating to the preparation of the Location at the Property'

       "Standard Rates"
       TeleCity's standard rates for services from time to time prevailing;

       "Term"
       the term of this Agreement;

       "Working Hours"
       9am to 5pm Mondays to Fridays  (excluding  public  holidays  local to the
       Property); and

       "Year"
       any  period  of 12 months  commencing  on the  Commencement  Date and any
       subsequent anniversary of the commencement Date during the Term.

1.2    The Schedule and any  Appendices  shall form part of this  Agreement  and
       shall be read as if fully set out in the body of this  Agreement.  In the
       event  of a  conflict  between  this  Agreement  and the  Schedule  or an
       Appendix then the Schedule and the Appendix shall prevail.

1.3    Where  TeleCity  agrees to provide any  services  that do not part of the
       Services then subject to the provision of services pursuant to clause 4.8
       the parties shall complete and sign an appendix so that such services are
       treated as Additional
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       Services. In the event of a conflict between the Schedule and an Appendix
       then the  Appendix  shall  prevail  (and,  where  there is more  than one
       Appendix,  the  most  recent  Appendix  shall  in the  case  of  conflict
       prevail).

2.     Interpretation and Variation

2.1    This Agreement  shall govern the  relationship  between  TeleCity and the
       Customer  and the Customer  agrees to deal with  TeleCity on the terms of
       this  Agreement  to  the  exclusion  of  all  other  terms,   conditions,
       warranties  or  representations   (other  than   misrepresentation   made
       fraudulently).

2.2    No  variation  to this  Agreement  shall be binding  unless  detailed  in
       writing  and  signed by a  director  of  TeleCity  and a duly  authorized
       representative of the Customer.

3      Period of this Agreement

       The Agreement shall commence on the Commencement  Date and shall continue
       indefinitely  subject  to  either  party  giving  to the other at least 3
       months'  written  notice such notice to expire no earlier than the expiry
       of the Initial Period.

4      Provision of Services

4.1    TeleCity shall perform the works detailed in the Set-Up Quote, such works
       to be invoiced and paid for on their completion.

4.2    In  consideration  of the Customer paying to TeleCity the Annual Fee from
       time to time in accordance  with this  Agreement,  TeleCity shall use all
       reasonable endeavors to provide:

       4.2.1  the Basic Services;

       4.2.2  non-exclusive  access to the  Property  and Location to enable the
              Customer to retain,  maintain  and operate  the  Equipment  at the
              Locations; and

       4.2.3  the Additional Services.

4.3    The  Customer  may be entitled  to install  Additional  Equipment  at the
       Location on the payment of a Set-Up Fee. Upon installation any Additional
       Equipment  shall  be  treated  as  Equipment  for  the  purposes  of this
       Agreement (and for the provision of Services).

4.4    The  customer  may be entitled  to install  Additional  Equipment  in the
       Property outside the Location provided that TeleCity has sufficient space
       available.  Where the  Customer  wishes for  Additional  Equipment  to be
       installed  outside the Location  TeleCity shall prepare an Appendix which
       shall  include  a  revision  of  the  Annual  Fee.  Any  installation  of
       Additional Equipment outside the Location shall be carried out only after
       signature  of the  Appendix by the parties and may be subject to a Set-Up
       Fee.  Upon  installation  any  Additional  Equipment  shall be treated as
       Equipment  for the purposes of this  Agreement  (and for the provision of
       the Services).
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4.5    In the event that the  Customer  requests  that  Additional  Equipment is
       installed under Clause 4.4, TeleCity shall have the right to relocate the
       Equipment to enable the  Additional  Equipment and the Equipment to be at
       the same Location. All costs and expenses arising in connection with such
       relocation shall be borne by the Customer.

4.6    Subject to Clause 4.7 below,  TeleCity shall have the right  (exercisable
       on not less than three months'  written  notice to the Customer from time
       to time  during  the  period  of this  Agreement)  to  require  that  the
       Equipment be moved from the Location, in the case of emergency or another
       event  which  immediately  effects  TeleCity's  ability  to  provide  the
       customer service, to either:

       4.6.1  any other part of the Property; or

       4.6.2  another property that is reasonable proximate to the Property; and

       all  reasonable  costs  and  expenses  arising  in  connection  with  the
       relocation  of the  Equipment  pursuant to this clause 4.6 being borne by
       TeleCity.

4.7    Without prejudice to the rights of TeleCity pursuant to Clause 4.6 above,
       TeleCity  agrees that in specifying  the time-scale for any relocation of
       the Equipment or  installation  of Additional  Equipment  TeleCity  shall
       endeavor to consult with the Customer and use its reasonable endeavors to
       specify a time-scale which causes minimum  disruption to the operation of
       the Equipment.

4.8    TeleCity is not obliged to provide  any  services  other that the Service
       under the  Agreement.  TeleCity  may on request  provide  services to the
       Customer other that the Services. Any such provision of services shall be
       performed at TeleCity's  sole discretion on a time and materials basis at
       TeleCity's Standard Rates and in accordance with the terms and conditions
       of this Agreement.

4.9    TeleCity shall use its  reasonable  endeavors to ensure that it has staff
       on duty as all times to carry out Services,  subject only to availability
       and demand from the Customer and its other customers.

5      Customer's Rights and Obligations

5.1    The Customer shall,  upon giving reasonable notice and immediately in the
       event of an  emergency,  be  entitled  to enter the  Property in order to
       carry  out  any  necessary  operation,  maintenance  and  repairs  to the
       Equipment  which  TeleCity is not obliged to provide under the Agreement.
       Access shall be permitted even outside Working Hours for these purposes.

5.2    The  Customer  and its  employees,  Clients,  sub-contractors  (for which
       purpose the  Customer  shall from time be entitled to nominate in writing
       any  sub-contractor  who shall  enjoy  such  rights)  and  agents  shall,
       throughout  the Term and upon giving  reasonable  notice,  be entitled to
       enter the Property during Working Hours for the purpose of inspecting the
       Location and for showing  potential  Clients the  facilities  provided by
       TeleCity.
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5.3    The Customer shall be responsible for insuring the Equipment  against any
       and all risks  (including  but not limited to fire,  theft and flood) and
       for obtaining such other insurance  cover  (including the heads of damage
       set out at  clause  10.5)  as the  Customer  in its sole  discretion  may
       consider appropriate.

5.4    The  Customer  shall  provide  such   information   (including,   without
       limitations,  user manuals, software codes and specialist training) as is
       necessary to enable TeleCity to carry out the Services.

5.5    The Customer shall provide TeleCity with reasonable  notice in writing of
       its  intention  to  replace,   modify  or  alter  the  Equipment  or  any
       connections relating to the Equipment in order that TeleCity may properly
       carry out the Services.

5.6    The Customer  shall not and shall  procure that its  employees,  Clients,
       sub-contractors  and agents shall not interfere  with the Property or its
       contents (other that the Equipment).

5.7    The  Customer  shall  and  shall  procure  that its  employees,  Clients,
       sub-contractors and agents shall, at all times, comply with any rules and
       regulations  notified  to  them by  TeleCity  with  regard  to use of the
       Location.

5.8    The Customer shall fully  indemnify  TeleCity  against any and all costs,
       claims,   demands,   losses,   damages,   expenses  (including,   without
       limitation, legal expenses) and liabilities of whatsoever nature suffered
       or incurred by TeleCity relating to:

       5.8.1  any  claim  by a third  party  that the use or  possession  of the
              Equipment  by TeleCity  infringes  the patent,  copyright,  design
              right,  trade mark or other  intellectual  property rights of such
              third  party or gives rise to any other  liability  whatsoever  to
              TeleCity  based on the  operation  of the  Equipment or content of
              data or information held on or transmitted via or by it; and

       5.8.2  any breach of the terms of this  Agreement  or by the  Customer or
              its employees, Clients, sub-contractors or agents; and

       5.8.3  any injury or damage caused by the Equipment.

5.9    The Customer  shall not do or permit  anything  which might  constitute a
       breach of any  statutory  requirement  relating  to the  Property  or the
       Equipment.

5.10   The Customer warrants that the Equipment shall comply with any applicable
       safety and other legislation and regulations.

5.11   The Customer,  its clients,  sub-contractors,  agents and employees shall
       not bring any  furniture,  equipment,  goods or  chattels  other that the
       Equipment into the Property without the consent of TeleCity (except as is
       necessary for the exercise of the rights given to the Customer under this
       Agreement)  and shall keep the  Location  clean and free of rubbish.  The
       Customer  shall  make  good any  damage  caused  to the  Location  by the
       Customer,  its employees,  Clients,  sub-contractors or agents during the
       Term (whether accidental or otherwise).


<PAGE>

5.12   The Customer,  its Clients,  sub-contractors,  agents and employees shall
       not alter the  Location (or any other part of the  Property)  without the
       prior written consent of TeleCity.

6        Power

6.1    Where the  provision  of power is  included as part of the Annual Fee (as
       indicated I n the  Schedule)  the annual Fee shall cover the provision of
       power to the Equipment as part of the Basic Service up to and including a
       maximum  power  usage of 1,000  Watts per two  square  meters.  Where the
       Customer  exceeds this power usage  TeleCity shall have the right to make
       additional charges at its Standard Rates.

6.2    For the  purposes of this  clause6  power usage  shall be  calculated  by
       taking the total aggregate rated  capacities of the Equipment  within any
       location  from time to time (as  stated in the  equipment  manufacturers'
       specifications)  and  dividing  the total by the square  metreage of that
       Location.

7        Prices and Payment

7.1    The Customer  shall pay any Set-Up Fee on or before the  commencement  of
       installation of the Equipment or Additional Equipment at the Property.

7.2    The Customer shall pay the Annual Fee quarterly in advance on 1 December,
       1 March, 1 June and 1 September.  The first  installment  shall be due on
       the  Commencement  Date and shall be  adjusted  pro-rata  to reflect  the
       period  of time  until  the next  quarterly  installment  is due.  Unless
       otherwise  agreed all payments should be made by standing order or direct
       debit.

7.3

7.4    Any charges for services  provided  under this Agreement not forming part
       of the Annual Fee shall be payable within thirty (30) days of the invoice
       date.

7.5    All payments by the Customer to TeleCity are to be made in cleared funds.
       In the event  that the  Customer  fails to pay any monies due under or in
       connection  with this Agreement  within 10 days of the specified due date
       then (without  prejudice to its other rights)  TeleCity shall be entitled
       to:

       7.5.1  suspend performance of any obligations owed by TeleCity under this
              Agreement until such payment is made; and/or

       7.5.2  require   advance  payment  of  the  Annual  Fee  in  full  before
              continuing  to supply any of the  Services  under this  Agreement;
              and/or

       7.5.3  terminate this Agreement forthwith; and/or

       7.5.4  charge interest on any  outstanding  sums (after as well as before
              judgment)  at the rate of 4% above the base rate of Barclays  Bank
              plc for the time being in force  calculated from the date on which
              the  outstanding  sum fell due to the date upon  which  payment is
              received by TeleCity in cleared funds.
<PAGE>

7.6    All payments made by the Customer under this  Agreement  shall be subject
       to value  added tax or any  applicable  sales or other tax,  made in full
       without any set-off,  restriction or condition and without any deductions
       for or on account of any counterclaim.

8        Termination

8.1    Either party shall be entitled to terminate the Agreement  with immediate
       effect by notice in writing to the other party if:

       8.1.1  the  other  party  commits a  material  breach of any term of this
              Agreement  which  (in  the  case  of a  breach  capable  of  being
              remedied)  has not been  remedied  within  thirty  (30)  days of a
              written request to remedy the breach (and for these purposes it is
              agreed  that  other  than a failure  to pay  outstanding  amounts,
              provision  for  which  is  made  in  clause  7.5,  lateness  is  a
              remediable breach); or

       8.1.2  the other party makes any voluntary arrangement,  becomes bankrupt
              or insolvent,  becomes subject to an  administration  order, has a
              receiver  appointed,  ceases  or  threatens  to  cease to carry on
              business   or  suffers   any  other   insolvency   event  (in  the
              jurisdiction of the Property or any other jurisdiction).

       8.1.3  The Customer  shall have the right to terminate  this agreement at
              the earliest on the third anniversary of the Commencement Date. In
              order to effect such  termination  the Customer must give TeleCity
              not less than 90 days written  notice of  termination  such notice
              terminating prior to the said third anniversary date. If notice is
              not given  during  this 90- day period it will be deemed  that the
              contract will continue for one further full calendar  year. In the
              event that no such  notice has been  served  the  Agreement  shall
              continue  unless  and until  terminated  by the  Customer  serving
              notice  to that  effect at lease 90 days  prior to any  subsequent
              anniversary of the Commencement Date.

8.2      Upon termination or expiration of this Agreement:

       8.2.1  TeleCity shall cease to provide the Services; and

       8.2.2  all sums  outstanding  to TeleCity from the Customer shall be paid
              forthwith whether or not then due; and

       8.2.3  TeleCity shall (on payment of any and all outstanding  sums due to
              TeleCity  from the  Customer)  within a  reasonable  time  provide
              access to the Property for the removal of the  Equipment  (and the
              Customer shall remove and collect the Equipment at its cost); and

       8.2.4  risk in the Equipment  shall pass to the Customer  (whether or not
              the equipment remains at the Property).
<PAGE>

8.3    Pursuant to Clause 8.2 TeleCity  shall have a lien over the  Equipment to
       secure all sums due to it under this Agreement and the Customer shall not
       be entitled to remove the  Equipment  from the Property  unless and until
       TeleCity has received all outstanding  sums (whether under this Agreement
       or any other agreement) owing to it from the Customer in cleared funds.

8.4    Notwithstanding  clauses 8.2 and 8.3 where the Customer  fails to collect
       the Equipment within fourteen (14) days of termination  TeleCity shall be
       entitled to:

       8.4.1  remove and store the Equipment  either at the Property or off-site
              and charge the Customer all costs reasonably incurred in so doing;
              and/or

       8.4.2  sell  the  Equipment  and  attribute  the  sales  proceeds  to any
              outstanding debt owed to TeleCity by the Customer before crediting
              any balance to the customer.

8.5    Termination  of this Agreement  shall be without  prejudice to the rights
       and  remedies  of the  parties  either  under this  Agreement  or at law.
       Termination  shall not affect any accrued rights or liabilities of either
       party nor any provision which is expressly or by implication  intended to
       come into force on, or continue in force. after termination.

9        Warranties

9.1    TeleCity  warrants that it shall  exercise  reasonable  skill and care in
       carrying out its obligations under this Agreement.  In the event that the
       Customer  considers  that  TeleCity  has  failed in its  obligations  the
       Customer shall  forthwith  notify TeleCity and give TeleCity a reasonable
       opportunity to remedy any default.

9.2    The warranty set out at clause 9.1 is the only warranty given by TeleCity
       under this Agreement.  Any other warranties,  conditions,  obligations or
       terms implied into this Agreement by statute, custom, law or otherwise in
       respect of any  obligations  or services  to be provided by TeleCity  are
       hereby excluded.  In particular,  the Customer acknowledges that TeleCity
       does not warrant that any services TeleCity provides under this Agreement
       (including  the  Services)  will  ensure  the  proper  and  uninterrupted
       operation of the Equipment.

10       Liability

10.1   The Annual Fee and  TeleCity's  other  charges  under this  Agreement are
       determined on the basis of the following  limitations  and  exclusions of
       liability.  The  Customer  expressly  agrees that these  limitations  are
       reasonable because of the likelihood that the amount of damages awardable
       to the  Customer  for a  breach  of  this  Agreement  by  TeleCity  would
       otherwise  be  disproportionately  greater that the value of the services
       provided.

10.2   The  provisions  of this clause 10 set out  TeleCity's  entire  liability
       (including  any liability  for the acts and  omissions of its  employees,
       agents or sub-contractors) to the Customer in respect of:
<PAGE>

       10.2.1 any  breach of its  contractual  obligations  arising  under or in
              connection with this Agreement;

       10.2.2 any representation,  statement,  negligence, other tortuous act or
              omission  or  breach  of  statutory   duty  arising  under  or  in
              connection with this Agreement; and

       10.2.3 any damage to property.

10.3   Subject to clause 10.6 TeleCity's  liability for damage to the Customer's
       property  (including,  without  limitation,  the Equipment) caused by any
       act,   omission  or  default  of  TeleCity  (its  employees,   agents  or
       sub-contractors)  per  event or series of  linked  events is  limited  to
       (lambda)50,000.

10.4   Subject  to  clauses  10.5 and  10.6,  TeleCity's  liability  other  than
       pursuant to clause 10.3 under or in respect of this Agreement  during any
       Year shall in aggregate  be limited to either the  aggregate of the Basic
       Fee and the  Additional  Fee payable  during that Year or  (lambda)50,000
       whichever is the greater.

10.5   Notwithstanding clause 10.4 TeleCity shall not in any event be liable for
       any claim for damages to, loss of or costs in respect of:

       10.5.1 pure economic loss,  anticipated  profits,  revenues,  anticipated
              savings, loss of clients, goodwill or business opportunities; or

       10.5.2 wasted overheads or the time of the Customer's officers, employees
              or consultants; or

       10.5.3 any other  consequential  or  indirect  loss  (including,  without
              limitation,  any and all losses not flowing naturally and directly
              from the breach complained of); or

       10.5.4 any loss or corruption of data, software or configurations held by
              the Customer.

10.6   Notwithstanding  anything to the  contrary in this  Agreement  TeleCity's
       liability to the Customer:

       10.6.1 for death or personal injury resulting from negligence; or

       10.6.2 under Part 1 of the Consumer Protection Act; or

       10.6.3 for   fraud    (including,    without    limitation,    fraudulent
              misrepresentation);

       shall not be limited  (but  nothing in this clause 10.6 confers any right
       or remedy upon the Customer to which it would not otherwise be entitled).

10.7   Except  pursuant  to  sub-clause  10.6  above,  TeleCity  shall  have  no
       liability  to the  Customer  in respect  of any loss or damage  howsoever
       caused  unless the  Customer  has served  notice of the same on  TeleCity
       within three (3) months of the date on which
<PAGE>

       the loss or date arose and legal proceedings are commenced within two (2)
       years of that date.

10.8   This clause 10 has continuing effect after termination of this Agreement.

11       Clients

11.1   The Customer  shall be entitled to permit a Client access to the Location
       provided that:

       11.1.1 the Customer  shall  procure that at all times the Client shall to
              abide by the terms of this Agreement and shall observe  TeleCity's
              procedures; and

       11.1.2 the Customer  shall be and shall remain liable to TeleCity for any
              failure by the Client to adhere to the terms of this  Agreement or
              TeleCity  procedures  or for any  act or  omission  of the  Client
              whether  negligent,  willful  or  otherwise  and  shall  indemnify
              TeleCity  against  any and all  costs,  claims,  demands,  losses,
              damages, expenses (including,  without limitation, legal expenses)
              and  liabilities  of whatsoever  nature  arising  pursuant to such
              failure.

11.2   TeleCity  shall  not under any  circumstances  be liable to the  Customer
       under this  Agreement,  for any claim by the Client against the Customers
       arising  out of the  Customer's  failure to provide  any  services to the
       Client) whether such failure arises as a result of TeleCity's negligence,
       breach under this Agreement or otherwise).

11.3   The Customer  shall  indemnify  TeleCity (and keep TeleCity  indemnified)
       against any and all costs, claims,  demands,  losses,  damages,  expenses
       (including,  without  limitation,  legal  expenses)  and  liabilities  of
       whatever  nature arising out of any claim brought  against  TeleCity by a
       Client (whether such claim is brought in contract, tort of otherwise).

11.4   TeleCity  acting in its sole  discretion  shall have the right to prevent
       any Client from accessing the Location at any time.  This right shall not
       be exercised unreasonably.

12       Waiver

       The failure or delay of TeleCity to enforce or to  exercise,  at any time
       or any  period  of time,  any term of or any  right,  power or  privilege
       arising  pursuant to this  Agreement does not constitute and shall not be
       construed  as a waiver of such  term or right and shall in no way  affect
       TeleCity's right later to enforce or exercise it (nor shall any single or
       partial exercise of any remedy,  right,  power or privilege  preclude any
       further exercise of the same or the exercise of any other remedy,  right,
       power or privilege).

13       Severance

       If any provision of this Agreement, or of any document made in connection
       with  this   Agreement,   is  determined   by  and  Court,   Tribunal  or
       Administrative  Body of a competent  jurisdiction  to be wholly or partly
       unenforceable for any reason, that unenforceability  shall not affect the
       rest of this Agreement or that document, the
<PAGE>

       unenforceable  part being  deemed  severed and deleted and the  remainder
       continuing in full force and effect.

14       Notices

14.1   Any notice or other document to be served under this Agreement must be in
       writing  and a notice or other  document  will be  effectively  served if
       served in the following  ways (and shall be deemed to have been served at
       the time stated):

       14.1.1 by  pre-paid  recorded  delivery  post - on the  second  day after
              posting;

       14.1.2 by fax - upon receipt of an error-free  reception  code  (provided
              that a copy is sent by  pre-paid  first class post on the date the
              fax is sent);

       14.1.3 by E-mail - on sending  (provided  that a copy is sent by pre-paid
              first class post on the date the E-mail is sent): and

       14.1.4 by  personal  delivery - upon actual  delivery or upon  refusal to
              accept delivery.

14.2   Any notice or other  documents to be served under this Agreement shall be
       addressed  to the  recipient's  address  stated in this  Agreement or any
       other  address  which the  recipient  has  notified  the other  party (or
       alternatively, in the case of a company, to the registered office of that
       company).

15       Assignment

15.1   This Agreement is personal to the Customer and the Customer may not other
       than as  referred  to in  clause  15.2  assign,  transfer,  sub-contract,
       mortgage,  charge or otherwise dispose of or encumber this Agreement,  or
       any of its rights or  obligations  under it, without the prior consent of
       TeleCity.

15.2   The  Customer  shall be entitled at any time to assign this  agreement to
       any  wholly  owned   Subsidiary   (as  later  defined)  of  it  which  is
       incorporated in England and Wales provided that the Customer shall remain
       liable as original  contracting  party. Such assignment shall be effected
       by way of written notice delivered to TeleCity.

15.3   TeleCity  may  sub-contract  any or all of  its  obligations  under  this
       Agreement without consent on giving written notice to the Customer.

15.4   TeleCity  may not  assign  any of its  rights or  obligations  under this
       Agreement to a third party without the consent of the Company Except:

       15.4.1 to any  Holding  Company  Subsidiary  or any  Subsidiary  of  such
              Holding  Company  (as the same are  defined in Section  736 of the
              Companies Act 1985); or

       15.4.2 to any company  pursuant to the sale of the whole or a significant
              part of TeleCity's business to that company.
<PAGE>

16       Force Majeure

       Neither  party  shall be liable to the  other if its  performance  of its
       obligations  under this Agreement (other than an obligation to pay money)
       is  prevented or hindered  due to any event of force  majeure.  The party
       affected by Force  Majeure  agrees to given  written  notice to the other
       upon becoming aware of Force Majeure,  that notice containing  details of
       the circumstances giving rise to Force Majeure.

17       Headings

       Clause  headings are purely for ease of reference and do not form part of
       or affect the interpretation of the Agreement.

18       Law and Jurisdiction

       The  construction,  validity and performance of the Agreement is governed
       by the law of England and the parties  accept the exclusive  jurisdiction
       of the English Courts.
<PAGE>

                                   Schedule 1

1.     Customer Name                Rate Exchange Corporation

2.     Customer Address             185 Berry Street,
                                    Suite 3515,
                                    San Francisco,
                                    CA 94107

3.     Service                      400 square feet of suited space

4.     Property                     8&9 Harbour Exchange,
                                    Lime Harbour,
                                    London, E14 9GE

5.     Location                     To Be Advised

6.     Annual Fee                   (LB) 76,000 License Fee per Annum at
                                    (LB) 190 per Square Foot

7.     Additional Fee               (LB) 1,300 First Line Support per
                                    Installed Standard Rack
                                    (600mm *800mm *200mm) per
                                    Annum

                                    A Fit Out Quote will be provided by
                                    TeleCity's Operational Department

8.     Commencement Date 24th July, 2000

9.     Term                         5 Years


TeleCity shall  provisionally  hold, in three locations of the Customers  choice
(in which  TeleCity has  operational  space),  not less than 400 Square Feed per
chosen site until the 31st December,  2000,  subject to TeleCity's  then current
rate and Standard Terms and Conditions.  TeleCity can cancel this arrangement on
a site by site basis by giving 1 (one)  months  notice in writing  ("the  Notice
Period").  During  this  Notice  Period  the  Customer  may at any time  require
TeleCity  to  provide  the  option  to  space  at the  then  current  Terms  and
Conditions, and price.

The price per square  foot for the sites  subject to the above  option  together
with the price per square foot the subject of this  agreement will be subject to
adjustment, as follows;

a.     Where the total square footage under contract is not less than 800 square
       foot the price for all space  taken shall be  calculated  on the bases of
       (lambda)170 per square foot; and

b.     Where the  total  square  footage  under  contract  is not less than 1200
       square  foot the price for all space  taken  shall be  calculated  on the
       basis of (lambda)160 per square foot; and

c.     Where the  total  square  footage  under  contract  is not less than 1600
       square  foot the price for all space  taken  shall be  calculated  on the
       basis of (lambda)160 per square foot


<PAGE>






AND the  price  quoted in  respect  of space  already  under  contract  shall be
adjusted  accordingly  provided that such adjustment shall only take effect from
the date on which the Annual Fee becomes  payable under the most recent contract
(usually the Commencement  Date). For the avoidance of doubt the adjustment will
not apply to any period prior to the  Commencement  Date or if later the date on
which the Annual Fee become payable under the most recent contract.

10.      Basic Services

                         Description

Chilling                 Maintenance of an air temperature of 22 degrees celcius
                         (plus or minus 15%) within the Location.

                         The above will be maintained between an outside ambient
                         temperature  of 30 degrees  celcius and minus 2 degrees
                         celcius  (saturated),  and is based on a  maximum  heat
                         output of 1,000 Watts per two square  meters within the
                         Location.

AC                       Power  Supply  Provision  of a  connection  point  to a
                         protected   single  phase  230  Volt  AC  power  supply
                         providing  a  maximum  of 1,000  Watts  per two  square
                         meters within the Location. The Customer bears the cost
                         of the power drawn by the Equipment  (unless  otherwise
                         stated in the Schedule).

                         The above  supply is protected by a UPS battery back up
                         system and a diesel generator.  The UPS battery back up
                         system will provide a minimum of 10 minutes of AC power
                         as detailed above.  The diesel generator will provide a
                         minimum  of 48 hours of AC  power  as  detailed  above,
                         before requiring its fuel to be replenished.

Fire                     Control  Provision  of  either  a  fire  detection  and
                         suppression  system or a VESDA  fire  detection  system
                         covering  the  Location.  The  suppression  system will
                         utilize either a FM200 Gas, or a Hi Fog Mist system.

Lighting                 Provision of lighting within the Location.

<PAGE>


11.    Additional Services

                         Description

Support Level 1

o      24 x 7 First Line  Support  per  installed  rack.  It includes 2 hours of
       support o per  month.  Unused  support  time  expires  at the end of each
       month.  First Line  Support is defined  as any  instance  where  TeleCity
       attention to the  Equipment is required,  where the actions  taken are to
       precise customer  instructions and the  responsibility for the outcome of
       those actions lies with the customer.

o      Management of carriers and suppliers

o      Supervision of authorized installation, maintenance and carrier staff

o      Disposal of all packaging and rubbish

Circuit Cabling                           Installation    Maintenance Per Annum

                 Copper Circuit (1 pair)  (LB)100              (LB)50
                 Coax Circuit (1 pair)    (LB)200              (LB)50
                 Fiber Circuit (1 pair)   (LB)750              (LB)100


<PAGE>


                                [Sample] APPENDIX

This Appendix shall form part of the Facilities Management Agreement between the
parties dated [STATE DATE] (the  "Agreement") and shall be read and construed as
if set out in full in the  Agreement.  In the event of a conflict  between  this
Appendix and the Agreement, this Appendix shall prevail over the Agreement.

1.       Customer Name

2.       Customer Address

3.       Additional Services

4.       Commencement Date

5.       Property

6.       Location

7.       Revised Annual Fee

TeleCity                                             The Customer

Signature ______________________         Signature __________________________

Name ___________________________         Name _______________________________

Position _______________________         Position ___________________________

Date ___________________________         Date _______________________________

<PAGE>


RateXchange, Inc.                                   Purchase Order

185 Berry Street, Suite 3515                          Date             P.O. No.
San Francisco, CA  94107                           7/7/2000               59




       Vendor                                       Ship To

     TeleCity Limited                           RateXchange, Inc.
     Bellevive House                            185 Berry Street, Suite 3515
     4 Muirfield Crescent                       San Francisco, CA  94107
     London E149SZ England



<TABLE>
<CAPTION>
     ITEM                        DESCRIPTION                          QTY          RATE               AMOUNT
<S>                      <C>                                        <C>         <C>                 <C>
7 Colocation Expe...     400 Square Feet Colocation Space 400       190.00      76,000.00
7 Colocation Expe...     First Line Support/Annum                     1          1,300.00            1,300.00
7 Colocation Expe...     Partitioning, Door, Cable Basket, Floor      1         12,771.00           12,771.00
                         Tile Preparation, Labout as listed in
                         Quote dated 3-Jul-00
7 Colocation Expe...     Power                                        0         16,000.00                0.00

                         PO is valid  pursuant to  TeleCity's  execution  of the
                         contract forwarded under separate cover.

Pricing is in British Pounds                                      Total                            $90,071.00



</TABLE>