Exhibit 10.3

                                  RATEXCHANGE



                                 August 18, 2000



Via Hand Delivery

Ross Mayfield
235 Churchill Avenue
Palo Alto, CA 94301

                     RE: Notice of Termination Without Cause

Dear Ross:
         I  write   pursuant   to  the  terms  in  your   Employment   Agreement
("Agreement"),  dated  July 2, 1999,  between  you and  RateXchange  Corporation
(f.n.a.  NetAmerica.com Corporation).  Specifically,  RateXchange Corporation is
giving you notice of its intent to  terminate  your  employment  without  cause,
according to Section 3.2 of the  Agreement.  See Employment  Agreement  attached
hereto as Exhibit A.

         The  effective  date of your  termination  will be Tuesday,  August 15,
2000. In  consideration  of the terms of your  Employment  Agreement and certain
conversation  between  the  two  of  us  regarding  terms  of a  new  Employment
Agreement,  the Company offers you the following  Terms of Severance,  including
applicable effective dates:

1.    You will have until  August 18, 2000 to sign this  document and accept its
      terms;

2.    If you sign this document on or before  August 18, 2000,  you will receive
      the following elements of compensation:

         a.    Payment  of  your  present  salary,  according  to the  Company's
               regularly  scheduled  payroll,  based upon your annual  salary of
               $165,000, from August 15, 2000 until February 15, 2001;

         b.    Lump sum payment on February  15,  2001 of your  present  salary,
               based  upon  your  annual  salary  of  $165,000,  for the term of
               February 15, 2001 through August 15, 2001;

185 Berry Street, Suite 3515    San Francisco CA 94107 415 371-9800
                                                               Fax: 415 371-9801


<PAGE>

Letter to Ross Mayfield

8/18/00

Page 2 of 2

         c.    Lump sum payment of your bonus in the amount $50,000,  subject to
               applicable payroll taxes, on the date you sign this document;

         d.    Vesting of your 1999 NetAmerica.com Corporation Incentive Options
               (ISO) and  RateXchange  Corporation  Non-Qualified  Options (NSO)
               according to the terms of those Plans through  February 15, 2001,
               with the  remainder of the options  under those Plans  vesting on
               that date.  You will have two (2) years from the  effective  date
               (August 15, 2000) to exercise your options under the Plans

         e.    Full  benefits  for you and your  family  through  and  including
               February l5,2001;and

         f.    The  ability to propose the text for the formal  announcement  of
               your separation from the Company.

3.    By signing  this  document,  you will be given,  but are not  required  to
      accept,  a Transition  Term to complete your  separation from the Company.
      The Transition Term will end on September 15, 2000. During this Transition
      Term you will be able to maintain your office in San Francisco.

4.    By signing this document, you acknowledge and accept each of the Terms and
      Conditions set forth in Exhibit B, attached hereto; and

5.    Upon  signing  this  document,  you will no longer  maintain  the title of
      President of RateXchange  Corporation,  however, you will be able to refer
      to yourself as a "Co-Founder of RateXchange" without restriction.

                                            RATEXCHANGE CORPORATION



                                            /s/ Donald Sledge
                                            ------------------------------------
                                            Donald Sledge
                                            Chief Executive Officer

I ACKNOWLEDGE  AND ACCEPT THE TERMS OF THIS  DOCUMENT,  INCLUDING THE EXHIBITS A
AND B ATTACHED HERETO.

DATE: 8/18/00                               By: /s/ Ross Mayfield
------------------------------------        ------------------------------------
                                            Ross Mayfield

Attachments

185 Berry Street, Suite 3515     San Francisco CA 94107   415 371-9800
                                                               Fax: 415 371-9801