EXHIBIT 10.60

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Hilltop Services Ltd.
November 10, 2004
Page 2

                                Ramp Corporation
                                 33 Maiden Lane
                            New York, New York 10038
                                 (212) 440-1500

                                                               November 16, 2004

Hilltop Services Ltd.
Mevot David 8
Ramat Gan, Israel
Attn: Ms. Mary Lowenthal

   Re: Amendment No. 2 to Warrants and Reduction in Principal of Promissory Note
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Gentlemen:

         Reference is made to: (i) that certain  Letter  Agreement,  dated as of
July 14, 2004 (the  "Letter  Agreement"),  by and between  Ramp  Corporation,  a
Delaware   corporation   (the   "Company"),   and  Hilltop  Services  Ltd.  (the
"Investor"),  (ii) that certain Convertible  Promissory Note No. J-3, dated July
14, 2004 (the  "Note"),  in the  aggregate  remaining  principal  amount of U.S.
$1,509,491  (the  "Principal  Amount")  issued  by the  Company  in favor of the
Investor,  (iii) that certain letter  agreement,  dated as of October 12, by and
between the Company and the Investor,  (iv) that certain  Common Stock  Purchase
Warrant No. W-J04-C-3,  dated July 14, 2004 ("Warrant No. 3"),  exercisable into
216,014  shares of common  stock,  par value  $.001 per  share,  of the  Company
("Common Stock"),  at an exercise price of $0.0325 cents per share ("Warrant No.
3 Exercise Price"),  issued by the Company to the Investor, and (v) that certain
Common Stock Purchase Warrant No.  W-J04-D-3,  dated July 14, 2004 ("Warrant No.
4"),  exercisable  into 4,282,354 shares at an exercise price of $0.40 cents per
share ("Warrant No. 4 Exercise  Price"),  issued by the Company to the Investor.
For purposes of this letter  agreement,  (a) Warrant No. 3 and Warrant No. 4 are
herein referred to collectively as the "Warrants" and (b) Warrant No. 3 Exercise
Price,  and Warrant No. 4 Exercise Price are herein  referred to collectively as
the "Exercise Price".

         For good and valuable  consideration,  the receipt and  sufficiency  of
which are hereby acknowledged, each of the Company and the Investor hereby agree
as follows:

         The Company  represents  and warrants to the Investor  that,  as of the
date  hereof,  the Company had  240,497,105  shares of Common  Stock  issued and
outstanding. The Company and the Investor agree that, on the condition that: (i)
Warrant No. 3 is exercised in full and (iii)  Warrant No. 4 is exercised in full
(the  aggregate  of 4,498,368  shares of Common Stock due upon such  exercise is
referred to herein collectively as the "Exercised Warrants"), the Exercise Price
with respect to all of the shares of Common Stock underlying all of the Warrants
shall be reduced to $.015 cents per share.  In  consideration  for the foregoing
and as payment of the exercise  price of $.015 cents per share for the Exercised
Warrants, in accordance with Section 2 of the Warrants, $67,475.52 shall be paid
through the reduction of Principal Amount outstanding under the Note.

         The Company and the Investor  hereby agree that the Investor  elects to
immediately, and without further action, convert the principal amount of $96,000
of the remaining  Principal Amount outstanding under the Promissory Note into an
aggregate  of  6,400,000  Conversion  Shares  (as  defined  in  the  Note)  at a
Conversion Price (as defined in the Note) of $.015 cents per share.

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Hilltop Services Ltd.
November 10, 2004
Page 3


         Each  of the  Company  and the  Investor  agree  that,  notwithstanding
anything to the contrary  contained in Section 1(c) of the Note,  any unpaid and
accrued  interest under the Note though the date hereof shall be due and payable
on the Maturity Date (as defined in the Note).

         The  Company  agrees  to  cause  to  be  promptly  issued  certificates
representing the shares underlying the Exercised  Warrants and Conversion Shares
to the  Investor  or, if such  shares  are sold by the  Investor,  to issue DWAC
instructions  for such  shares  to the  Company's  transfer  agent.  The  Letter
Agreement, Note and Warrants are hereby deemed amended to reflect the foregoing.

         Except as amended hereby, the provisions of the Letter Agreement,  Note
and the Warrants shall be unmodified and shall remain in full force and effect.

         As promptly as  practicable  but no later than four (4)  business  days
following the exercise of the  Warrants,  the Company shall file a Form 8-K with
the  Securities  and  Exchange  Commission  as  required  under  the  rules  and
regulations of the Securities  Exchange Act of 1934, as amended,  and shall take
such further  actions as it shall deem  necessary or  appropriate to deliver the
final prospectus, as amended or supplemented, relating to the sale of the shares
of Common Stock  underlying  the Warrants  under the  Securities Act of 1933, as
amended,  and deliver same to the Investor prior to its sale of shares of Common
Stock underlying the Warrants and Conversion Shares. The Investor agrees that it
shall not sell any shares of Common Stock underlying the Warrants and Conversion
Shares  pursuant to the  Registration  Statement  on Form S-3,  No.  333-118457,
without proper delivery of the final prospectus, as amended or supplemented.

         Please  confirm  your  agreement  to the  foregoing  by  executing  the
enclosed copy of this letter and returning it to the  undersigned,  whereupon it
shall become a binding agreement between us as of the date hereof.


                                              Very truly yours,

                                              RAMP CORPORATION


                                              By: ___________________________
                                                  Name:  Andrew Brown
                                                  Title: Chief Executive Officer

ACCEPTED AND AGREED TO:

HILLTOP SERVICES LTD.


By: ______________________________
    Name:
    Title: