EXHIBIT 10.64


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THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "SECURITIES  ACT"),  OR ANY  STATE  SECURITIES  LAW AND  MAY NOT BE  SOLD,
TRANSFERRED OR OTHERWISE  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER  APPLICABLE  STATE  SECURITIES  LAWS OR RAMP  CORPORATION  SHALL  HAVE
RECEIVED AN OPINION OF COUNSEL THAT  REGISTRATION OF SUCH  SECURITIES  UNDER THE
SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE  STATE  SECURITIES LAWS IS
NOT REQUIRED.

                                RAMP CORPORATION

                           CONVERTIBLE PROMISSORY NOTE

U.S. $250,000                                                 New York, New York
No.: PN-11-01                                                  November 22, 2004

                  FOR VALUE  RECEIVED,  the  undersigned,  RAMP  CORPORATION,  a
Delaware  corporation  (the  "Company"),  hereby promises to pay to the order of
PLATINUM  PARTNERS VALUE ARBITRAGE FUND L.P., or any future  permitted holder of
this  promissory  note (the "Payee"),  at the principal  office of the Payee set
forth  herein,  or at such other place as the Payee may  designate in writing to
the Company,  the principal sum of up to Two Hundred and Fifty Thousand  Dollars
(U.S. $250,000), or such other amount as may be outstanding hereunder,  together
with all  accrued  but unpaid  interest,  in such coin or currency of the United
States of America as at the time shall be legal tender for the payment of public
and  private  debts and in  immediately  available  funds,  as  provided in this
promissory  note (the  "Note").  This Note is the Note  referred  to in the Note
Purchase  Agreement  dated as of November  22, 2004  between the Company and the
purchasers  named  therein (the  "Purchase  Agreement").  Concurrently  with the
issuance  of this  Note,  the  Company  is issuing  separate  notes to  separate
purchasers  pursuant to the Purchase Agreement (the "Other Notes").  Capitalized
terms used and not  otherwise  defined  herein  shall the meanings set forth for
such terms in the Purchase Agreement.

         1. Principal and Interest Payments; Transaction.

                  (a) The  Company  shall  repay  in full  (or the  Note  may be
automatically  converted  pursuant  to Section 2 hereof)  the  entire  principal
balance  then  outstanding  under  this  Note on the  earliest  to occur of (the
"Maturity  Date"):  (i) ninety (90) days  following  the date  hereof,  (ii) the
consummation of a Transaction (as defined in Section 1(c) hereof),  or (iii) the
acceleration of the obligations as contemplated by this Note.

                  (b) Interest on the outstanding principal balance of this Note
shall  accrue  at a rate of:  (i) six  percent  (6%) per  annum  for the  period
commencing  on the date hereof  through the  Maturity  Date.  Interest  shall be
computed on the basis of the actual  number of days  elapsed and a year of three
hundred and sixty (360) days and shall be payable on the  Maturity  Date in cash
or, if  converted  by the  Company  in  accordance  with  Section  2 hereof,  in

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securities  of the  Company.  Upon the  occurrence  of an Event of  Default  (as
defined in Section 5 hereof),  then to the extent  permitted by law, the Company
will pay interest to the Payee, payable on demand, on the outstanding  principal
balance of this Note from the date of the Event of Default until payment in full
at the rate of ten percent (10%) per annum.

                  (c) For purposes of this Note, a "Transaction"  shall mean the
consummation of a transaction  with any third party for the sale of Common Stock
or any securities of the Company  convertible,  exercisable or exchangeable into
Common Stock, including debt securities or convertible securities,  in a private
or  public  offering,  with  gross  proceeds  to the  Company  of a  minimum  of
$1,000,000.

         2. Mandatory Conversion; Issuance of Certificates.

                  (a) At the Maturity Date, the outstanding  principal amount of
this Note plus all accrued but unpaid interest shall be due and payable in cash;
provided,  however,  at any time while this Note is outstanding  the outstanding
principal  amount  of this Note  plus any  accrued  but  unpaid  interest  shall
automatically,   and  without  further  action,  convert  into  such  number  of
securities of the Company issued to investor(s) in a Transaction  ("Securities")
equal to on hundred and twenty  percent  (120%) of the principal  amount of this
Note, plus any accrued but unpaid interest being converted.

                  (b) Upon the  conversion  of this  Note plus all  accrued  but
unpaid interest into Securities,  the outstanding principal amount of this Note,
together  with all  accrued  but  unpaid  interest,  shall be  deemed  to be the
consideration paid for the Payee's ownership of the Securities.

                  (c) The Company  shall,  not later than five (5) trading  days
after the conversion of this Note,  issue and deliver to the Payee a certificate
or certificates  representing  the Securities being acquired upon the conversion
of this Note.

         3. Payment on Non-Business Days.  Whenever any payment to be made shall
be due on a Saturday,  Sunday or a public holiday under the laws of the State of
New York, such payment may be due on the next succeeding business day.

         4.   Representations  and  Warranties  of  the  Company.   The  Company
represents and warrants to the Payee as follows:

                  (a) The  Company  has been duly  incorporated  and is  validly
existing and in good standing under the laws of the State of Delaware, with full
corporate  power and authority to own,  lease and operate its  properties and to
conduct its business as currently conducted.

                  (b) This Note has been duly  authorized,  validly executed and
delivered on behalf of the Company and is a valid and binding  obligation of the
Company enforceable against the Company in accordance with its terms, subject to
limitations on enforcement by general  principles of equity and by bankruptcy or
other laws affecting the  enforcement of creditors'  rights  generally,  and the
Company has full power and  authority  to execute  and deliver  this Note and to
perform its obligations hereunder.

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                  (c) The execution,  delivery and performance of this Note will
not (i)  conflict  with or result  in a breach of or a default  under any of the
terms or  provisions  of, (A) the  Company's  certificate  of  incorporation  or
by-laws, or (B) any material provision of any indenture, mortgage, deed of trust
or other material  agreement or instrument to which the Company is a party or by
which it or any of its material  properties or assets is bound, (ii) result in a
violation of any material provision of any law, statute,  rule,  regulation,  or
any existing applicable decree, judgment or order by any court, federal or state
regulatory  body,  administrative  agency,  or other  governmental  body  having
jurisdiction  over the Company,  or any of its material  properties or assets or
(iii)  result in the creation or  imposition  of any  material  lien,  charge or
encumbrance  upon any  material  property or assets of the Company or any of its
subsidiaries  pursuant to the terms of any  agreement or instrument to which any
of them is a party or by which any of them may be bound or to which any of their
property or any of them is subject except in the case of clauses (i)(B) or (iii)
for any  such  conflicts,  breaches,  or  defaults  or any  liens,  charges,  or
encumbrances  which would not have a Material  Adverse Effect (as defined in the
Purchase Agreement).

                  (d) Except as disclosed in the Purchase Agreement, no consent,
approval or  authorization  of or  designation,  declaration  or filing with any
governmental authority on the part of the Company is required in connection with
the valid execution and delivery of this Note.

         5. Events of Default.  The  occurrence of any of the  following  events
shall be an "Event of Default" under this Note:

                  (a) the  Company  shall fail to make the payment of any amount
of any  principal  outstanding  on the date such  payment  shall  become due and
payable hereunder; or

                  (b) the Company  shall fail to make the  interest  payments on
the date such payment shall become due and payable hereunder; or

                  (c) any representation,  warranty or certification made by the
Company herein, in the Transaction  Documents or in any certificate or financial
statement  shall prove to have been false or incorrect or breached in a material
respect on the date as of which made; or

                  (d) the holder of any  indebtedness  of the  Company or any of
its  subsidiaries  shall  accelerate  any  payment  of any  amount or amounts of
principal or interest on any indebtedness (the  "Indebtedness")  (other than the
Indebtedness  hereunder  and the Other  Notes)  prior to its stated  maturity or
payment date the aggregate  principal  amount of which  Indebtedness of all such
persons is in excess of $500,000,  whether such Indebtedness now exists or shall
hereinafter be created, and such accelerated payment entitles the holder thereof
to  immediate  payment  of such  Indebtedness  which is due and  owing  and such
indebtedness  has not been discharged in full or such  acceleration has not been
stayed,   rescinded  or  annulled   within  ten  (10)   business  days  of  such
acceleration; or

                  (e) A  judgment  or order for the  payment  of money  shall be
rendered against the Company or any of its subsidiaries in excess of $500,000 in
the aggregate (net of any applicable  insurance coverage) for all such judgments
or orders against all such persons (treating any deductibles,  self insurance or

                                      -4-
<PAGE>

retention  as not so  covered)  that  shall  not be  discharged,  and  all  such
judgments and orders remain outstanding,  and there shall be any period of sixty
(60)  consecutive  days  following  entry of the  judgment or order in excess of
$500,000 or the judgment or order which causes the  aggregate  amount  described
above to exceed  $500,000 during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or

                  (f)  the  Company  shall  (i)  apply  for  or  consent  to the
appointment of, or the taking of possession by, a receiver,  custodian,  trustee
or  liquidator  of itself or of all or a  substantial  part of its  property  or
assets,  (ii) make a general assignment for the benefit of its creditors,  (iii)
commence a voluntary case under the Bankruptcy Code or under the comparable laws
of any jurisdiction (foreign or domestic),  (iv) file a petition seeking to take
advantage of any bankruptcy,  insolvency,  moratorium,  reorganization  or other
similar law  affecting  the  enforcement  of creditors'  rights  generally,  (v)
acquiesce in writing to any petition  filed  against it in an  involuntary  case
under the  Bankruptcy  Code or under  the  comparable  laws of any  jurisdiction
(foreign  or  domestic),  or  (vi)  take  any  action  under  the  laws  of  any
jurisdiction (foreign or domestic) analogous to any of the foregoing;  provided,
however,  that any "going concern" limitation or qualification  contained in any
report  of  the  Company's  independent  public  accountants  contained  in  the
Company's financial statements or SEC Documents shall not be an Event of Default
under this Note; or

                  (g) a proceeding  or case shall be commenced in respect of the
Company or any of its  subsidiaries  without its application or consent,  in any
court of competent  jurisdiction,  seeking (i) the liquidation,  reorganization,
moratorium,  dissolution,  winding up, or  composition  or  readjustment  of its
debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like of it or of all or any  substantial  part of its  assets  or (iii)  similar
relief in respect of it under any law providing  for the relief of debtors,  and
such  proceeding or case  described in clause (i), (ii) or (iii) shall  continue
undismissed,  or unstayed and in effect,  for a period of sixty (60) consecutive
days or any order for relief shall be entered in an  involuntary  case under the
Bankruptcy  Code or under the comparable  laws of any  jurisdiction  (foreign or
domestic)  against the Company or any of its  subsidiaries  or action  under the
laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing
shall be taken with respect to the Company or any of its  subsidiaries and shall
continue  undismissed,  or  unstayed  and in effect  for a period of sixty  (60)
consecutive days.

         6. Remedies Upon An Event of Default. If an Event of Default shall have
occurred and shall be continuing,  the Payee of this Note may at any time at its
option,  (a) declare the entire unpaid principal balance of this Note,  together
with all accrued but unpaid interest,  due and payable, and thereupon,  the same
shall be accelerated and so due and payable;  provided,  however,  that upon the
occurrence of an Event of Default  described in Sections  5(f) and (g),  without
presentment,  demand,  protest,  or notice,  all of which are  hereby  expressly
unconditionally and irrevocably waived by the Company, the outstanding principal
balance of this Note plus all accrued but unpaid interest shall be automatically
due and payable;  or (b)  exercise or  otherwise  enforce any one or more of the
Payee's rights,  powers,  privileges,  remedies and interests under this Note or
applicable  law. No course of delay on the part of the Payee shall  operate as a
waiver  thereof  or  otherwise  prejudice  the  right of the  Payee.  No  remedy
conferred  hereby shall be  exclusive of any other remedy  referred to herein or

                                      -5-
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now or  hereafter  available  at  law,  in  equity,  by  statute  or  otherwise.
Notwithstanding  the  foregoing,  Payee  agrees  that its  rights  and  remedies
hereunder  are  limited  to  receipt  of cash or shares  of Common  Stock in the
amounts described herein.

         7.  Replacement.  Upon  receipt  of  a  duly  executed,  notarized  and
unsecured  written  statement from the Payee with respect to the loss,  theft or
destruction of this Note (or any replacement  hereof),  and without requiring an
indemnity bond or other security,  or, in the case of a mutilation of this Note,
upon  surrender  and  cancellation  of such Note,  the Company shall issue a new
Note,  of like tenor and  amount,  in lieu of such lost,  stolen,  destroyed  or
mutilated Note.

         8.  Parties in  Interest,  Transferability.  This Note shall be binding
upon the Company and its successors and assigns and the terms hereof shall inure
to the benefit of the Payee and its successors and permitted assigns.  This Note
may not be transferred,  sold,  pledged,  hypothecated  or otherwise  granted as
security by the Payee.

         9.  Amendments.  This Note may not be modified or amended in any manner
except in writing executed by the Company and the Payee.

         10. Notices. Any notice, demand, request, waiver or other communication
required or  permitted  to be given  hereunder  shall be in writing and shall be
effective upon delivery by telecopy, facsimile or prepaid courier service at the
address or number designated below (if delivered on a business day during normal
business  hours where such notice is to be received),  or the first business day
following such delivery (if delivered other than on a business day during normal
business  hours where such  notice is to be  received).  The  Company  will give
written notice to the Payee at least twenty (20) days prior to the date on which
dissolution,  liquidation  or  winding-up  will take place and in no event shall
such notice be provided to the Payee prior to such information  being made known
to the public.

      Address of the Payee:     Platinum Partners Value Arbitrage Fund L.P.
                                152 West 57th Street
                                New York, New York
                                Attention:  Mr. Mark Nordlicht
                                Tel. No.: (      )
                                Fax No.: (      )

      With a copy to:           Attention:
                                Tel. No.: (     )
                                Fax No.: (      )

      Address of the Company:   Ramp Corporation
                                33 Maiden Lane, 5th Floor
                                New York, New York 10038
                                Attention: Andrew Brown, Chief Executive Officer
                                Tel. No.: (212) 440-1548
                                Fax No.: (509) 757-4801

                                      -6-
<PAGE>

      with a copy to:           Jenkens & Gilchrist Parker Chapin LLP
                                The Chrysler Building
                                405 Lexington Avenue
                                New York, New York 10174
                                Attention:  Martin Eric Weisberg, Esq.
                                Tel. No.: (212) 704-6000
                                Fax No.: (212) 704-6288


         11.  Governing  Law.  This Note shall be governed by and  construed  in
accordance  with the  internal  laws of the  State of New York,  without  giving
effect to the choice of law  provisions.  This Note shall not be  interpreted or
construed  with any  presumption  against  the  party  causing  this  Note to be
drafted.

         12.  Headings.  Article and section  headings in this Note are included
herein for purposes of  convenience of reference only and shall not constitute a
part of this Note for any other purpose.

         13.  Remedies,  Characterizations,   Other  Obligations,  Breaches  and
Injunctive Relief. The remedies provided in this Note shall be cumulative and in
addition to all other  remedies  available  under this Note, at law or in equity
(including,  without limitation,  a decree of specific  performance and/or other
injunctive  relief),  no  remedy  contained  herein  shall be deemed a waiver of
compliance  with the  provisions  giving rise to such remedy and nothing  herein
shall  limit a Payee's  right to pursue  actual  damages  for any failure by the
Company to comply with the terms of this Note. Amounts set forth or provided for
herein with respect to payments and the like (and the computation thereof) shall
be the amounts to be received  by the Payee and shall not,  except as  expressly
provided  herein,  be subject to any other  obligation  of the  Company  (or the
performance  thereof).  The  Company  acknowledges  that a  breach  by it of its
obligations  hereunder will cause irreparable and material harm to the Payee and
that the remedy at law for any such  breach  may be  inadequate.  Therefore  the
Company agrees that, in the event of any such breach or threatened  breach,  the
Payee shall be entitled, in addition to all other available rights and remedies,
at law or in equity, to seek and obtain such equitable relief, including but not
limited to an  injunction  restraining  any such  breach or  threatened  breach,
without the  necessity  of showing  economic  loss and without any bond or other
security being required.

         14. Failure or Indulgence  Not Waiver.  No failure or delay on the part
of the Payee in the exercise of any power,  right or privilege  hereunder  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such power,  right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.

         15.  Enforcement  Expenses.  The  Company  agrees  to pay all costs and
expenses of enforcement of this Note, including, without limitation,  reasonable
attorneys' fees and expenses.

         16. Binding  Effect.  The  obligations of the Company and the Payee set
forth  herein  shall be binding  upon the  successors  and  assigns of each such
party,  whether or not such  successors  or assigns are  permitted  by the terms
hereof.

                                      -7-
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         17.   Compliance  with   Securities   Laws.  The  Payee  of  this  Note
acknowledges that this Note is being acquired solely for the Payee's own account
and not as a nominee for any other party, and for investment, and that the Payee
shall not offer, sell or otherwise dispose of this Note other than in compliance
with the laws of the United  States of America and as guided by the rules of the
Securities and Exchange  Commission.  This Note, any Note issued in substitution
or  replacement  therefore  and  the  Note  Payment  Shares  or,  if  converted,
Securities,  shall be stamped or imprinted  with a legend in  substantially  the
following form:

         "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933,  AS  AMENDED  (THE  "SECURITIES   ACT"),  OR  ANY  STATE
         SECURITIES  LAW AND MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE
         DISPOSED OF UNLESS  REGISTERED  UNDER THE  SECURITIES  ACT AND
         UNDER APPLICABLE  STATE SECURITIES LAWS OR KNIGHTSBRIDGE  FINE
         WINES,  INC.  SHALL HAVE  RECEIVED AN OPINION OF COUNSEL  THAT
         REGISTRATION OF SUCH  SECURITIES  UNDER THE SECURITIES ACT AND
         UNDER THE PROVISIONS OF APPLICABLE  STATE  SECURITIES  LAWS IS
         NOT REQUIRED."

         18. Severability. The provisions of this Note are severable, and if any
provision  shall be held  invalid  or  unenforceable  in whole or in part in any
jurisdiction,  then such invalidity or unenforceability  shall not in any manner
affect such provision in any other  jurisdiction  or any other provision of this
Note in any jurisdiction.

         19.  Consent to  Jurisdiction.  Each of the  Company  and the Payee (i)
hereby  irrevocably  submits to the  jurisdiction  of the United States District
Court  sitting in the Southern  District of New York and the courts of the State
of New York located in New York county for the  purposes of any suit,  action or
proceeding  arising out of or relating to this Note and (ii) hereby waives,  and
agrees not to assert in any such suit,  action or proceeding,  any claim that it
is not  personally  subject to the  jurisdiction  of such court,  that the suit,
action or  proceeding is brought in an  inconvenient  forum or that the venue of
the suit,  action or proceeding  is improper.  Each of the Company and the Payee
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy  thereof  to such  party at the  address  set forth in Section 13
hereof and agrees that such service shall constitute good and sufficient service
of process and notice thereof.  Nothing in this Section 19 shall affect or limit
any right to serve process in any other manner permitted by law.

         20. Company Waivers.  Except as otherwise specifically provided herein,
the  Company  and all others  that may become  liable for all or any part of the
obligations evidenced by this Note, hereby waive presentment,  demand, notice of
nonpayment,  protest and all other  demands and notices in  connection  with the
delivery,  acceptance,  performance  and enforcement of this Note, and do hereby
consent to any number of renewals of  extensions  of the time or payment  hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon,  all without affecting the liability
of the other persons,  firms or Company liable for the payment of this Note, and
do hereby waive trial by jury.

                                      -8-
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                  (a)  No  delay  or  omission  on the  part  of  the  Payee  in
exercising  its rights under this Note,  or course of conduct  relating  hereto,
shall  operate as a waiver of such rights or any other  right of the Payee,  nor
shall any waiver by the Payee of any such right or rights on any one occasion be
deemed a waiver of the same right or rights on any future occasion.

                  (b) THE COMPANY  ACKNOWLEDGES  THAT THE  TRANSACTION  OF WHICH
THIS NOTE IS A PART IS A COMMERCIAL  TRANSACTION,  AND TO THE EXTENT  ALLOWED BY
APPLICABLE  LAW,  HEREBY  WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO
ANY  PREJUDGMENT  REMEDY WHICH THE PAYEE OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE
TO USE.


                            [Signature Page Follows]


                                      -9-
<PAGE>

         IN WITNESS WHEREOF, the Company has executed and delivered this Note as
of the date first written above.


                                                RAMP CORPORATION



                                                By:
                                                    ---------------------------
                                                      Name:
                                                      Title:


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